L-19-073, ISFSI, Davis-Besse, Unit 1, ISFSI, and Perry, Unit 1, ISFSI - Application for Order Consenting to Transfer of Licenses and Conforming License Amendments: Difference between revisions

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{{#Wiki_filter:PERSONALLY IDENTIFIABLE AND CONFIDENTIAL FINANCIAL INFORMATION TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 FENOC fu        rU/cle                                                                                  341 White Pond Drive ErrGrEl        @Erati/?g Comqany Akron, Ohio 44320 Darin M. Benyak Vice President, Nuclear Support and Regulatory Affairs April 26, 2019 L-19-073 10 cFR 50.80 10 cFR 50.90 10 cFR 72.5A U.S. Nuclear Regulatory Commission Attention: Document Control Desk Washington, D.C. 20555
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==SUBJECT:==
 
Beaver Valley Power Station, Unit Nos. 1 and 2 Docket No. 50-334, License No. DPR-66 Docket No. 50-412, License No. NPF-73 Beaver Valley Power Station, Unit Nos. 1 and 2, ISFSI Docket No. 72-1043 Davis-Besse Nuclear Power Station, Unit No. 1 Docket No. 50-346, License No, NPF-3 Davis-Besse Nuclear Power Station, Unit No. 1 ISFSI Docket No. 72-14 Perry Nuclear Power PIant, Unit No. 1 Docket No. 50-440, License No. NPF-58 Perry Nuclear Power Plant, Unit No. 1 ISFSI Docket No. 72-69 Apnlication for Ord er Consentino to Transfer of Licenses an d Conforminq License Amendments Pursuant to Sec{ion '184 of the Atomic Energy Act of 1954, as amended (AEA), and 10 CFR 50.80, 10 CFR 50.90, and 10 CFR 72.50, FirstEnergy Nuclear Operating Company (FENOC), acting on behalf of itself and FirstEnergy Nuclear Generation, LLC (FENGen)
(together, the Applicants), hereby requests that the Nuclear Regulatory Commission (NRC) consent to the indirec't'transfer of the licenses for Beaver Valley Power Station, Unit Nos. 1 and 2 (collectively BVPS, individually BVPS-1 and BVPS-2), Davis-Besse Nuclear power station, Unit No. I (DBNPS), and Perry Nuclear Power Plant, Unit No. I (PNPP), and their respective generally licensed independent spent fuel storage installation facilities (lSFSls) (collectively Enclosure C to this letter contains personally identlfiable and confidential financial information.
Irlllthhold from public disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.
 
PERSONALLY IDENTIFIABLE AND CONFIDENTIAL FINANCIAL INFORMATION TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Beaver Valley Power Station, Unit Nos. 1 and 2 Beaver Valley Power Station lndependent Spent Fuel Storage Installation Davis-Besse Nuclear Power Station, Unit No. 1 Davis-Besse Nuclear Power Station lndependent Spent Fuel Storage lnstallation Perry Nuclear Power Plant, Unit No. 1 Perry Nuclear Power Plant lndependent Spent Fuel Storage lnstallation L-19-073 Page 2 referred to as the Facilities), to a newly created ultimate parent company, which will be a separate legal entity from FirctEnergy Corp. The license transfer application (Application) is provided as Enclosure A.
On March 31 , 2018, FirstEnergy Solutions Corp. (FES), together with FENOC, FENGen, and FES's other subsidiaries, filed voluntary petitions for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (Bankruptcy Court). By letter dated April 2, 2018 (Accession No. ML18094A661), in accordance with 10 CFR 50.54(ccx1), FENOC notified the NRC of the bankruptcy filing. The proposed indirect license transfers will support the emergence from bankruptcy of the Applicants, along with FES and other affiliated companies that are cunently debtors in the bankruptcy prooess, pursuant to the Fourth Amended Joint Plan of Reorganization (the Plan) contained in the Disclosure Statement of the Fourth Amended Joint Plan of Reorganization submitted to the Bankruptcy Court on April 18, 2019 and provided within Exhibit A of the enclosed Application.
Under the Plan, if confirmed, and as described further herein, at emergence from bankruptcy, a new privately-held holding company will be formed with shares initially held by certain current creditors of one or more of FES, FENOC, FENGen, or FirstEnergy Generation, LLC (FG) (a sister company of FENGen holding fossil fuel generation assets), and management of the new holding company. The name of the new holding company is yet to be determined; therefore, it will be described using the generic name, "New HoldCo." Both reorganized FENOC and reorganized FENGen will become wholly-owned subsidiaries of New HoldCo. New HoldCo will also have ultimate ownership of FES's existing non-nuclear generating assets as well as the retail and wholesale load-serving business. Similarly, as part of the reorganization and emergence from bankruptcy, the names of the Applicants will change. Therefore, in the Application, the reorganized NRC licensees will be described using generic names, "OpCo" for reorganized FENOC, and "OwnerCo" for reorganized FENGen.
Enclosure C to this letter contains personally identifiable and confidential financial information. Withhold from public disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.
 
PERSONALLY IDENTIFIABLE AND CONFIDENTIAL FINANCIAL INFORMATION TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Beaver Valley Power      Station, Unit Nos. 1 and 2 Beaver Valley Power      Station Independent Spent Fuel Storage lnstallation Davis-Besse Nuclear      Power Station, Unit No. 1 Davis-Besse Nuclear      Power Station lndependent Spent Fuel Storage lnstallation Perry Nuclear Power      Plant, Unit No. 1 Perry Nuclear Power      Plant lndependent Spent Fuel Storage lnstallation L-19-073 Page 3 After emergence from bankruptcy, OpCo, OwnerCo, reorganized FG, and FES's other subsidiaries will no Ionger be affiliated with FirstEnergy Corp. or FES. lnstead, they will be sister companies, wholly-owned by New HoldCo. Exhibits B and C of the enclosed Application provide simplified pre- and post-emergence corporate organizational charts.
No single entity is expected to own a majority of New Holdco's outstanding voting shares or exercise control over New HoldCo. OpCo, OwnerCo, and New HoldCo will not be owned, controlled, or dominated by any foreign persons.
The proposed transaction will not change the role of OpCo (reorganized FENOC), as the licensed operator of the Facilities, or OwnerCo (reorganized FENGen), as the licensed owner of the Facilities, nor will it result in any adverse changes to their financial qualifications, decommissioning funding assurance, or technical qualifications. OpCo will continue to operate the Facilities, while OwnerCo will continue to own the Facilities, in a substantially similar manner as before the emergence from bankruptcy consistent with the facility licenses and applicable NRC requirements.
OpCo will continue to recover its costs through an Operating Agreement with OwnerCo.
A form of the Operating Agreement is provided as Exhibit G of the enclosed Application Upon emergence, a new subsidiary of New HoldCo will be formed, referred to using the generic name of "RetailCo," which will own the assets related to FES's operations used to provide energy-related products and services to retail and wholesale customers.
OwnerCo will sell the entire output of its Facilities (approximately 4,048 megawatts) to RetailCo pursuant to a Power Supply Agreement through which OwnerCo will recover its actual operating, maintenance, and capital costs associated with its Facilities. A form of this Power Supply Agreement is provided as Exhibit I of the enclosed Application.
On March 28, 2018, FES announced that it intends to permanently cease operation of the Facilities. The first unit scheduled for deactivation is DBNPS by May 31,2020, followed by PNPP and BVPS-1 by May 31 ,2021, and BVPS-2 by October 31,2021. By letter dated April 25,2A18 (Accession No. M1181 15A007), FENOC notified the NRC of the Enclosure C to this letter contains personally identifiable and confidential financial information. Withhold from public disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.
 
PERSONALLY IDENTIFIABLE AND CONFIDENTIAL FINANCIAL INFORMATION TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Beaver Valley Power Station, Unit Nos. 1 and 2 Beaver Valley Power Station lndependent Spent Fuel Storage Installation Davis-Besse Nuclear Power Station, Unit No. 1 Davis-Besse Nuclear Power Station lndependent Spent Fuel Storage lnstallation Perry Nuclear Power Plant, Unit No. 1 Perry Nuclear Power Plant lndependent Spent Fuel Storage lnstallation L-19-073 Page 4 planned permanent cessation of operations for the Facilities. Upon emergence from bankruptcy, the Facilities will continue to operate until the announced deactivation dates.
lf a scenario arises during the pendency of this Application in which any Facility would be expected to operate beyond the planned deactivation date, the Applicants will notify the NRC and make requisite filings and supplements to the Application.
Certain personally identifiable information and confidential commercial financial information is included in Exhibits F and H of the enclosed Application. FENOC requests thatthese Exhibits be withheld from public disclosure pursuantto 10 CFR 2.390 and 10 CFR 9.17. Redacted versions of Exhibits F and H are provided in the publicly available version of this Application. The redacted information is identified by brackets t  I. An affidavit supporting the request for withholding the proprietary financial information from public disclosure is provided in Enclosure B. Unredacted versions of Exhibits F and H of the Application are provided in Enclosure C.
ln summary, the proposed transfer of control will be consistent with the requirements set forth in the AEA, NRC regulations, and the relevant NRC licenses and orders. The Applicants therefore respectfully request that the NRC consent to the transfer of control in accordancewith Section 184 of theAEA and 10 CFR 50.80 and 10 CFR 72.50.
The Plan must be approved by the creditors and confirmed by the Bankruptcy Court. The Applicants are submitting this Application to the NRC in advance of the approval of the Plan in order to permit the prompt implementation of the Plan upon confirmation by the Bankruptcy Couft. Under the terms of the Plan, NRC approval is required before the Applicants can reorganize and emerge from bankruptcy.
Therefore, the Applicants request NRC approval of the proposed license transfer no later than six months from date of submission, to enable implementation of the Plan following confirmation by the Bankruptcy Court. Such consent should be immediately effective upon issuance and should permit the transfer at any time within one year from the date of NRC approval. The proposed transaction will require approval by other Enclosure C to this letter contains personally identifiable and confidential financial
        ,information. Withhold from public disclosure pursuant to 10 CFR 2.390 and
          ' 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.
 
PERSONALLY IDENTIFIABLE AND CONFIDENTIAL FINANCIAL INFORMATION TO                        ,l BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Beaver Valley Power    Station, Unit Nos. 1 and 2 Beaver Valley Power    Station lndependent Spent Fuel Storage lnstallation Davis-Besse Nuclear    Power Station, Unit No. 1 Davis-Besse Nuclear    Power Station lndependent Spent Fuel Storage lnstallation Perry Nuclear Power    PIant, Unit No. 1 Perry Nuclear Power    Plant lndependent Spent Fuel Storage lnstallation L-19-073 Page 5 regulatory agencies, including the Federal Energy Regulatory Commission. The Applicants will inform the NRC if there are any significant changes in the status of the bankruptcy proceeding or any required regulatory approvals, or if any other developments arise that have an impact on the schedule for emergence from bankruptcy.
This Application also requests conforming administrative amendments to the BVPS-1, BVPS-2, DBNPS, and PNPP operating licenses to update the entity names on the Iicenses and the $400 million support agreement. ln accordance with 10 CFR 50.91(bX1),
copies of this request, which contain the conforming license amendments, are being provided to the State of Ohio and the Commonwealth of Pennsylvania.
A license condition in each facility's operating license, associated with the
$400 million support agreement, states that FENGen cannot take any action to modify the support agreement without written consent of the NRC staff. As a result, this application provides the requisite written notification to the NRC to review and consent to this action.
Service upon the Applicants of notice, comments, hearing requests, intervention petitions or other pleadings should be made to:
Rick C. Giannantonio, Esq.
341 White Pond Drive Akron, Ohio 44320 Telephone: (330) 384-5893 Email : qiannan r(Ofirsten erovcorD.com Daniel F. Stenger, Esq.
Hogan Lovells US LLP 555 13th Street, N.W.      :
Washington, DC 20004 Telephone: (202) 637-5691 Email : dan iel.stenqer@hoqanlovells. com Enclosure C to this letter contains personally identifiable and confidential financial information. Withhold,from public disclosure pursuantto 10 CFR 2.390 and              ,t 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.
 
PERSONALLY IDENTIFIABLE AND OONFIDENTIAL FINANCIAL INFORMATION TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Beaver Valley Power Station, Unit Nos. 1 and 2 Beaver Valley Power Station lndependent Spent Fuel Storage Installation Davis-Besse Nuclear Power Station, Unit No. 1 Davis-Besse Nuclear Power Station lndependent Spent Fuel Storage lnstallation Perry Nuclear Power Plant, Unit No. 1 Perry Nuclear Power Plant lndependent Spent Fuel Storage lnstallation L-19-073 Page 6 A listing of regulatory commitments described in the Application is attached. lf there are any questions or if additional information is required, please contact Mr. Thomas A. Lentz, Manager, Nuclear Licensing and Regulatory Affairs, at (330) 315-6810.
I declare under penalty  of perjury that the foregoing is true and correct. Executed on April 'LL    ,2019.
Sincerely,
              ^It/l Darin M. Benyak
 
==Enclosures:==
 
A. Application with Exhibits B. Affidavit of Darin M. Benyak Supporting Withholding From Public Disclosure C. Unredacted Personally ldentifiable Information Exhibit F, "General Corporate lnformation/Key Personnel;" Proprietary Exhibit H, "OwnerCo and Facility Pro Forma lncome Statements" Attachment.
: 1. List of Regulatory  Commitments Enclosure C to this letter contains personally identifiable and confidential financial information. Withhold from public;disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.
 
PERSONALLY IDENTIFIABLE AND CONFIDENTIAL EINANCIAL INFORMATION TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Beaver Valley Power Station, Unit Nos. 1 and 2 Beaver Valley Power Station lndependent Spent Fuel Storage lnstallation Davis-Besse Nuclear Power Station, Unit No. 1 Davis-Besse Nuclear Power Station lndependent Spent Fuel Storage Installation Perry Nuclear Power Plant, Unit No. 1 Perry Nuclear Power Plant lndependent Spent Fuel Storage Installation L-19-073 Page 7 cc: Director, NRR (without Enclosure    C)
NRC Region I Administrator (without Enclosure C)
NRC Region lll Administrator (without Enclosure C)
NRC Prolect Manager - FENOC Fleet (without Enclosure C)
NRC Resident lnspector - Beaver Valley Power Station (without Enclosure C)
NRC Resident lnspector - Davis-Besse Nuclear Power Station (without Enclosure C)
NRC Resident lnspector - Perry Nuclear Power Plant (without Enclosure C)
Director BRP/DEP (without Enclosure C)
Site Representative BRP/DEP (without Enclosure C)
Branch Chief, Ohio Emergency Management Agency, State of Ohio (NRC Liaison) (without Enclosure C)
Utility Radiological Safety Board (without Enclosure C)
Enclosure C to this letter contains personally identifiable and confidential financial 1,
ll        information. Withhold from public disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this.lett6r is uncontrolled.
 
Enclosure A L-19-073 Application with Exhibits (Nine hundred sixty-six pages follow)
 
Page 1 of 18 APPLICATION FOR ORDER CONSENTING TO TRANSFER OF LICENSES submitted by FirstEnergy Nuclear Operating Company acting on behalf of itself and FirstEnergy Nuclear Generation, LLC Beaver Valley Power Station, Unit Nos. 1 and 2 Docket No. 50-334, License No. DPR-66 Docket No. 50-412, License No. NPF-73 Beaver Valley Power Station, Unit Nos. 1 and 2, ISFSI Docket No. 72-1043 Davis-Besse Nuclear Power Station, Unit No. 1 Docket No. 50-346, License No. NPF-3 Davis-Besse Nuclear Power Station, Unit No. 1 ISFSI Docket No. 72-14 Perry Nuclear Power Plant, Unit No. 1 Docket No. 50-440, License No. NPF-58 Perry Nuclear Power Plant, Unit No. 1 ISFSI Docket No. 72-69
 
Page 2 of 18 TABLE OF CONTENTS SECTION                                                        PAGE NO.
I. Introduction                                                  4 A. Description of the Parties and Facilities                  5 B. Description of the Transaction                            5 C. Planned Deactivation of the Facilities                    6 D. Conforming Amendments                                      7 II. Statement of the Purpose of the Transfer                      8 III. Supporting Information                                        8 A. General Corporate Information                            8 B. No Foreign Ownership or Control                        12 C. Technical Qualifications                                12 D. Financial Qualifications                                13 E. Decommissioning Funding                                15 F. No Antitrust Considerations                            16 G. Nuclear Insurance                                      17 H. Standard Contract for Disposal of Spent Nuclear Fuel    17 I. Agreement to Limit Access to Restricted Data            17 J. Environmental Review                                    17 IV. Effective Date and other Regulatory Approvals                18 V. Conclusion                                                  18
 
Page 3 of 18 List of Exhibits Exhibit A    Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions Corp., et al., Pursuant to Chapter 1 1 of the Bankruptcy Code, dated April 18, 2019 - Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code, dated April 18, 2019 is Exhibit B to the Disclosure Statement Exhibit B    Simplified Corporate Structure Pre-Emergence Exhibit C    Simplified Corporate Structure Post-Emergence Exhibit D    Proposed Changes to the Facility Operating Licenses Associated with the Proposed Transfer Exhibit E    No Significant Hazards Consideration Determination Exhibit F    Genera! Corporate I nformation/Key Personnel REDACTED PERSONALLY I DENTIFIABLE INFORMATION Exhibit G    Form of Operating Agreement Exhibit H    OwnerCo and Facility Pro Forma lncome Statements NON-PROPRIETARY Exhibit  I  Form of Post-Emergence Power Supply Agreement Exhibit J    New HoldCo Pro Forma Post-Emergence Balance Sheet
 
Page 4 of 18 I. INTRODUCTION Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and 10 CFR 50.80, 10 CFR 50.90, and 10 CFR 72.50, FirstEnergy Nuclear Operating Company (FENOC), acting on behalf of itself and FirstEnergy Nuclear Generation, LLC (FENGen) (together, the Applicants), hereby requests that the Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of the licenses for Beaver Valley Power Station, Unit Nos. 1 and 2 (collectively BVPS, individually BVPS-1 and BVPS-2), Davis-Besse Nuclear Power Station, Unit No. 1 (DBNPS), and Perry Nuclear Power Plant, Unit No. 1 (PNPP), and their respective generally licensed independent spent fuel storage installation facilities (ISFSIs) (collectively referred to as the Facilities).
FENGen owns the Facilities, while FENOC operates the Facilities.
On March 31, 2018, FirstEnergy Solutions Corp. (FES), together with FENOC, FENGen, and FESs other subsidiaries, filed voluntary petitions for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (Bankruptcy Court). Chapter 11 grants protection from creditors to a company to allow the company to restructure its operations, balance sheet, or capital structure. By letter dated April 2, 2018 (Accession No. ML18094A661), in accordance with 10 CFR 50.54(cc)(1), FENOC notified the NRC of the bankruptcy filing.
The proposed indirect license transfers will support the emergence from bankruptcy of the Applicants, along with FES and certain other affiliated companies that are debtors in the bankruptcy process, in accordance with the terms of the Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code (the Plan) submitted to the Bankruptcy Court on April 18, 2019, and provided within Exhibit A of this Application.1 Under the Plan, the Applicants would be separated from their current ultimate parent company, FirstEnergy Corp. (FE), and become subsidiaries of a newly created ultimate parent company. The name of this new company is yet to be determined; therefore, it will be described using the generic name New Holding Company or New HoldCo.
As part of the reorganization and emergence from bankruptcy, the names of the Applicants will change. Therefore, in this Application, the reorganized entities will be described using generic names, OpCo for reorganized FENOC, and OwnerCo for reorganized FENGen. Once the Applicants are able to identify the new entity names and relevant incorporation details for New HoldCo, OwnerCo, and OpCo, they will promptly inform the NRC through a supplement to this Application.
At that time, the Applicants will also provide updated operating license markups that reflect the new names.
1 The Plan is Exhibit B of the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code (Disclosure Statement) dated April 18, 2019, which is provided in Exhibit A of this Application. Exhibit H of the Disclosure Statement was not submitted to the Bankruptcy Court on April 18, 2019, so it is not included within Exhibit A of this Application
 
Page 5 of 18 A.      Description of the Parties and Facilities FES, FENOC, and FENGen are currently wholly-owned (directly or indirectly) subsidiaries of FE. FES sells power and provides energy-related products and services to retail and wholesale customers primarily in Illinois, Maryland, Michigan, New Jersey, Ohio, and Pennsylvania. FENGen owns the Facilities and sells the entire output of the Facilities (approximately 4,048 megawatts) to FES. FENOC operates the Facilities under an operating agreement with FENGen.
BVPS is a two-unit facility located in Shippingport, Pennsylvania (17 miles west of McCandless, Pennsylvania). The operating license for BVPS-1 was issued in 1976 and renewed in 2009, and the operating license for BVPS-2 was issued in 1987 and renewed in 2009. The units are licensed to operate under the renewed licenses until 2036 and 2047, respectively. Both units are Westinghouse three loop pressurized water reactors that are each licensed to operate at 2,900 megawatts-thermal (MWt).
DBNPS is a single unit facility located in Oak Harbor, Ohio (21 miles east/southeast of Toledo, Ohio). The operating license was issued in 1977 and renewed in 2015.
DBNPS is licensed to operate under the renewed license until 2037. The unit is a Babcock & Wilcox raised loop pressurized water reactor that is licensed to operate at 2,817 MWt.
PNPP is a single unit facility located in Perry, Ohio (about 35 miles northeast of Cleveland, Ohio). The operating license was issued in 1986, and PNPP is licensed to operate until 2026. The unit is a General Electric boiling water reactor, type BWR/6, that is licensed to operate at 3,758 MWt.
B.      Description of the Transaction On April 18, 2019, FES (together with FENGen, FENOC, and other affiliated companies) filed the Plan with the Bankruptcy Court for approval by the creditors and review and confirmation by the Bankruptcy Court. Approval of the Plan by creditors and confirmation of the Plan by the Bankruptcy Court would enable FES, the Applicants, and FESs other subsidiaries to emerge from bankruptcy.
Post-emergence, ownership of the Facilities will remain with OwnerCo (the reorganized FENGen), and responsibility to operate the facilities will remain with OpCo (the reorganized FENOC). Following the transactions contemplated by the Plan, OwnerCo and OpCo will be wholly-owned subsidiaries of a newly formed privately-held company, New HoldCo. Additionally, New HoldCo will be the parent company of a newly formed subsidiary to be the energy market facing entity and owner of the current FES retail business (known as New FES under the Plan, but herein referred to as RetailCo) and reorganized FirstEnergy Generation, LLC (the fossil generation affiliate). New HoldCo
 
Page 6 of 18 will be legally separated from FE and FES. As further described below, no single entity is expected to own a majority of New HoldCos voting shares or exercise control over New HoldCo. Exhibits B and C of this Application provide simplified pre-and post-emergence corporate organizational charts.
As described in Article IV.B of the Plan, the proposed restructuring would be accomplished contemporaneously, through the following transactions on the effective date of the Plan:
* FENOC and FENGen will continue their corporate existence and will reorganize into OpCo and OwnerCo.
* The FE equity interests in OpCo shall be cancelled and, subject to Article IV.F of the Plan, all of the new common stock of OpCo shall be contributed to New HoldCo.
* The equity interests in OwnerCo and FirstEnergy Generation, LLC shall be contributed to New HoldCo.
* Subject to the terms of the Plan, FES will transfer (i) all of the assets and liabilities related to the retail business to RetailCo and (ii) all other assets and liabilities to either RetailCo, New HoldCo, or some combination thereof; provided that certain rejected executory contracts or unexpired leases and liabilities subject to discharge under the Plan will not be transferred by FES to RetailCo or New HoldCo.
* The existing FE interests in FES shall then be cancelled and the common stock of FES shall be contributed or issued to the Plan Administrator.2
* Subject to Article IV.F of the Plan, New HoldCo shall issue common stock, including to the creditors of FES, subsidiaries of FES, and FENOC.
C.      Planned Deactivation of the Facilities The bankruptcy filing followed the separate announcement on March 28, 2018, by FES that it intends to permanently cease operation of the four reactors. The first unit scheduled for deactivation is DBNPS by May 31, 2020, followed by PNPP and BVPS-1 by 2 The Plan Administrator will be an entity to be named prior to confirmation of the Plan with authority to, among other things, (i) take actions to help effectuate the Plan, and (ii) hold the equity interests in FES following the transfer of FESs assets to RetailCo and/or New HoldCo in accordance with the Plan. The Plan Administrator will not have any equity in or control of New HoldCo or the reorganized Applicants.
The duties of the Plan Administrator are further discussed in Section IV.S of the Plan.
 
Page 7 of 18 May 31, 2021, and BVPS-2 by October 31, 2021. By letter dated April 25, 2018 (Accession No. ML18115A007), FENOC submitted certification to the NRC as to the planned permanent cessation of operations of the Facilities.
Upon emergence from bankruptcy, the Applicants intend to continue to operate the Facilities to the announced deactivation dates. The financial qualifications information submitted herein reflects the period of operation to the announced deactivation dates.
Nonetheless, the Applicants are continuing to explore with the appropriate stakeholders the possibility of continuing to operate the Facilities beyond the planned deactivation dates if they can obtain sufficient legislative support or meaningful market reforms. If a scenario arises during the pendency of this Application in which any Facility would be expected to operate beyond the planned deactivation date, the Applicants will notify the NRC and, as appropriate, rescind or amend the applicable docketed certifications of permanent cessation of operation and supplement the Application.
D.      Conforming Amendments The proposed transactions require administrative changes to the Facilities NRC renewed operating licenses (ROLs) and operating license (OL) to reflect the reorganized entities new names. Therefore, the Applicants hereby request conforming amendments to ROL DPR-66 for BVPS-1, ROL NPF-73 for BVPS-2, ROL NPF-3 for DBNPS, and OL NPF-58 for PNPP.
The proposed conforming amendments would revise the BVPS-1, BVPS-2, DBNPS, and PNPP licenses to reflect the name changes described above. The entity names used in the Application are placeholders. When the final names for New HoldCo, OwnerCo, and OpCo are determined, the Applicants will inform the NRC of the final legal entity names and submit updated proposed ROL/OL revision pages.
In addition, as described below, there currently exists a $400 million support agreement between FES and FENGen that provides additional support to FENGen for the safe operation and maintenance of the Facilities. As part of the proposed transaction, the support agreement will be assigned by FES to New HoldCo for the benefit of FENGen (reorganized and renamed as OwnerCo). On May 18, 2017, FENOC submitted an administrative license amendment request to reflect a prior change in the entity providing the $400 million support agreement (Accession No. ML17138A381). As that change has been superseded by the restructuring described in this Application, FENOC intends to withdraw the May 18, 2017 request and has incorporated the applicable changes as part of the conforming amendment proposed by this Application.
The specific proposed changes to the ROLs and OL and further information about the basis for the conforming amendment requests are provided in Exhibit D to this Application. Analysis to support a no significant hazards consideration determination for the conforming amendments is provided as Exhibit E.
 
Page 8 of 18 II. STATEMENT OF THE PURPOSE OF THE TRANSFER The purpose of the requested transfer is to effectuate the proposed Plan to allow the Applicants, FES, and FESs other subsidiaries to emerge from bankruptcy. The Plan is intended to create a sound financial structure for New HoldCo and its subsidiaries (including the Applicants) that will enable each of them to continue operating through the scheduled deactivation and subsequent decommissioning of the Facilities.
Upon completion of the proposed transaction, a newly formed privately-held entity, New HoldCo, will become the new parent company of OwnerCo and OpCo. Nonetheless, despite the change in the parent of the licensees after emergence from bankruptcy, the OpCo operating organization structure will not materially change, and the Facilities will continue to be operated as they are today consistent with FENOCs operating procedures, the NRC licenses, and applicable NRC requirements.
III. SUPPORTING INFORMATION A.      General Corporate Information
: 1.      New HoldCo Post-emergence, New HoldCo will be the parent entity of OpCo, OwnerCo, RetailCo, and other affiliated companies. New HoldCo will be incorporated in Delaware. Its principal place of business will be in Akron, Ohio. The business address and the names of the expected directors and principal officers of New HoldCo, who are known at this time, are listed in Exhibit F. When the final New HoldCo directors and principal officers are identified prior to the transfer, the Applicants will inform the NRC of their names, in writing, through a supplement to the Application. Exhibit F contains personally identifiable information that should be withheld. Therefore, a redacted version of Exhibit F is included with this publicly available version of the Application. An unredacted version of Exhibit F is provided in a separate enclosure to this submittal.
New HoldCo will be a privately-held company, with shares initially held by certain creditors3 of the Applicants, FES, and other FES subsidiaries, who have converted their claims to equity of New HoldCo, and certain members of management of New HoldCo who will have received incentive compensation in the form of equity of New HoldCo.4 3 As used here, the term creditors refers to those entities that hold general unsecured claims against the Applicants or FES, including debt instruments of the Applicants, FES, or other FES subsidiaries prior to emergence from bankruptcy as described in the Plan, as well as certain other claims resulting from the rejection of contracts and trade claims.
4 Management of New HoldCo is expected to hold up to 7.5 percent of New HoldCo voting shares post-emergence, in part through options and other management incentive awards. However, such shares are expected to be distributed widely among management, and no single member of New HoldCo management is expected to hold more than 5 percent of New HoldCo voting shares.
 
Page 9 of 18 No single entity is expected to own a majority of the outstanding voting shares of New HoldCo or exercise control over New HoldCo. However, some creditors are expected to hold more than 5 percent of New HoldCo voting shares after emergence from bankruptcy, making them indirect 5 percent or greater owners of OpCo and OwnerCo. Based on the currently understood holdings of FES and Applicant debt, and other claims, the identities and approximate percentages of the New HoldCo voting shares expected to be held by the largest shareholders (those holding more than 5 percent of equity) after consummation of the transaction will be as follows:
Significant                Approximate                  Place of Creditor                  Percentage            Incorporation and Ownership of New            Principal Place of HoldCo5                    Business Nuveen Asset                    30 percent              Delaware and Management, LLC                                                  Illinois (Nuveen)
Avenue Capital                  15 percent              Delaware and Management II L.P.                                              New York (Avenue Capital)
Based on their current holdings of FES and Applicant claims, Nuveen and Avenue Capital are expected to be the two largest holders of New HoldCo voting shares, and the only two entities that would hold greater than 5 percent of such shares.6 Both are investment advisory or management firms that act as investment advisers or fund managers on behalf of certain funds or accounts. They are not themselves the shareholders or investors.
Pursuant to Article IV.K of the Plan and a stockholder agreement to be adopted as described below, Nuveen will be able to designate two directors to the initial seven or more member New HoldCo Board of Directors, provided that one of the directors shall be independent of any stockholder with nomination rights, including Nuveen, 5 These are approximate numbers. Minor changes in the significant creditors ownership of New HoldCo may occur due to transfer of creditor claims prior to emergence from bankruptcy; the ultimate pool of general unsecured claims against the Applicants, FES, or other FES subsidiaries currently in bankruptcy; the final outcome of creditor elections to receive equity in New HoldCo, as opposed to cash; and determination of the final management ownership percentages. It is not expected that these factors will result in other creditors holding more than 5 percent of New HoldCo voting shares.
6 Ownership of New HoldCo voting shares is expected to become apparent closer to the date of emergence from bankruptcy. In the unexpected event that Applicants become aware of other creditors that would be expected to own more than 5 percent of New HoldCo voting shares upon emergence from bankruptcy, the Applicants will supplement the Application with information to facilitate the NRCs review of those creditor entities.
 
Page 10 of 18 and shall be subject to other restrictions as described in the Plan. Avenue Capital will be able to designate one of the seven or more initial directors. Thus, neither Nuveen nor Avenue Capital will have effective control of New HoldCo by virtue of share ownership or Board designation right.
Nuveen Asset Management, LLC is a U.S. registered investment adviser. It is headquartered in Chicago, Illinois and is organized in Delaware. It is a privately-owned investment manager, operating as a subsidiary of Nuveen, LLC. Nuveen, LLC is a wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (TIAA), which is controlled by the TIAA Board of Overseers. TIAA is a New York corporation.
The Nuveen claims that will be converted to shares of New HoldCo are held by investment funds, and one insurance company separate account, all of which have a U.S. principal place of business and domestic legal domicile. Substantially all of the investors in the funds are U.S. persons. The funds are professionally managed by Nuveen Asset Management, LLC. The investors in the funds have no authority or involvement in the investment decision-making process of the funds. Nuveen expects that the two directors that it will designate will be U.S. citizens.
Avenue Capital Management II L.P. is based in New York City, New York and is organized in Delaware. It is associated with Avenue Capital Group, which is a privately-owned asset management company with headquarters in New York.
Avenue Capital claims that will be converted to shares of New HoldCo are held in a number of investment funds, all of which have a U.S. principal place of business and domestic legal domicile. Although there are foreign investors in the funds, the funds are subject to the control of Avenue Capital and are managed by U.S. citizens. Avenue Capital expects that the director that it will designate will be a U.S. citizen.
Upon emergence from bankruptcy and pursuant to the Disclosure Statement, New HoldCo will adopt corporate governance documents, including a certificate of incorporation, bylaws, and a stockholders agreement. These documents will contain customary stockholder rights provisions for a transaction of this type, including, but not limited to, the following:
* Drag-along provisions, providing that if holders of 66-2/3 percent of the companys common stock desire to sell the company to a third party, the companys other holders of common stock will be required to cooperate in such a sale.
* Tag-along provisions, providing that if holders of the companys common stock agree to sell at least 20 percent of the companys outstanding common stock, any other stockholder holding at least 1 percent of the companys outstanding common stock will have the right to include a corresponding percentage of its shares in the sale.
 
Page 11 of 18
* Preemptive rights provisions, providing that, if the company sells additional shares of common stock (subject to customary exceptions), it must permit each stockholder holding at least 0.5 percent of the companys outstanding common stock to purchase its pro rata portion of the additional shares, on the same terms and conditions as are being offered by the company to third parties.
* Provisions for the designation of the initial members of the Board, including those described above.
* Provisions that allow Nuveen and Avenue Capital to retain their respective rights to designate board members, so long as they each continue to hold at least 7.5 percent of the companys outstanding common stock.
The provisions regarding drag-along rights, tag-along rights, preemptive rights, and transfer restrictions will terminate once the company is listed on either the New York Stock Exchange or The Nasdaq Stock Market.
There will be no other provisions of the governance documents that would require shareholders to vote together in the corporate governance of New HoldCo.
: 2.      OpCo After the reorganization, OpCo will become a wholly-owned subsidiary of New HoldCo.
Although the ownership and name of OpCo are being changed, it will remain essentially unchanged upon emergence from bankruptcy and will continue to operate the Facilities owned by OwnerCo. The business address and the names of the directors and principal officers of OpCo, who are known at this time, are listed in Exhibit F. The state of incorporation of OpCo is not yet known. If the final OpCo directors and principal officers change or others are identified, and the location of OpCos state of incorporation are identified prior to the transfer, the Applicants will inform the NRC of their names and state of incorporation, in writing, through a supplement to the Application.
: 3.      OwnerCo Upon emergence from bankruptcy, OwnerCo will be a wholly-owned subsidiary of New HoldCo. The business address and the names of the directors and principal officers of OwnerCo, who are known at this time, are listed in Exhibit F. The state of incorporation of OwnerCo is not yet known. If the final OwnerCo directors and principal officers change or others are identified, and the location of OwnerCos state of incorporation are identified prior to the transfer, the Applicants will inform the NRC of their names and state of incorporation, in writing, through a supplement to the Application.
 
Page 12 of 18 B.      No Foreign Ownership or Control New HoldCo will be a privately-held U.S. company, with shares initially distributed to certain current creditors of FES, the Applicants, and other FES subsidiaries. No such creditor will own a majority of the outstanding voting shares of New HoldCo or are expected to have shareholder rights or other governance rights providing effective control. The two most significant creditors (that is, those with shares greater than 5 percent), as listed above (Nuveen and Avenue Capital), are investment management firms domiciled and incorporated or registered in the United States. Their shares will be held by investment entities or funds that are established in the U.S. While investors in certain funds may be U.S. or foreign investors, the funds are managed by U.S. entities or U.S. citizens. Furthermore, as noted above, the Applicants expect that the directors to be chosen by Nuveen and Avenue Capital for the New HoldCo Board of Directors will be U.S. citizens.
The remainder of the claims (and ultimately the shares of New HoldCo) are held by a variety of entities, each expected to hold less than a 5 percent interest. As described in the previous section, there are no shareholder agreements that would give any group of shareholders effective control of the company, and therefore no single person or entity, or group of entities, foreign or domestic, will have a controlling interest in New HoldCo or the ability to exercise corporate control.
OpCo and OwnerCo will be established and domiciled in the U.S.
Accordingly, New HoldCo, OpCo, and OwnerCo will not be owned, controlled, or dominated by any alien, foreign corporation, or foreign government upon emergence from bankruptcy, nor will New HoldCo act as the agent for any foreign person, entity, or government, or for any other person or entity. Thus, the transfer of control of the licenses will not result in any foreign ownership, control, or domination of the Applicants within the meaning of Sections 103d and 104d of the AEA and 10 CFR 50.38.
C.      Technical Qualifications The technical qualifications of OpCo to operate the Facilities will not be affected by the proposed indirect transfer of control to New HoldCo. There will be no physical changes to the Facilities, no changes in their day-to-day operations, and no material changes to equipment operating procedures in connection with the contemplated transaction.
The Facilities onsite organizations, including Facility senior managers, will remain essentially unchanged by the transfer (although normal changes to personnel that are expected over time may occur), and the onsite organizational structure, including lines of authority and communication, will not be affected by the transfer. In order to ensure the reorganized Applicants retain sufficient qualified staff through deactivation, the Applicants have offered certain employees retention packages to encourage them to stay through deactivation.
 
Page 13 of 18 D.      Financial Qualifications Under NRC regulations at 10 CFR 50.33(f)(2), a non-electric utility applicant for an operating license (or a transferee) must demonstrate that it has reasonable assurance of obtaining the funds necessary to cover the plant's estimated operating costs.
OwnerCo is financially qualified to own the Facilities as demonstrated by its pro forma projected income statement, which is premised on revenue from its current Power Supply Agreement (PSA), and a new PSA that OwnerCo will execute with RetailCo upon emergence from bankruptcy. Further assurance is provided by the $400 million FES - FENGen support agreement (which will be assigned to New HoldCo upon emergence from bankruptcy) and New HoldCos strong financial position after emergence from bankruptcy. OpCo is also financially qualified by virtue of the fact that it is funded by OwnerCo.7
: 1.      Pro Forma Income Statement and Power Supply Agreement In accordance with 10 CFR 50.33(f) and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Revision 1), OwnerCo's pro forma income statements from January 1, 2019 through the periods of operations of each unit are provided in Exhibit H, along with a summary chart for OwnerCo. Because Exhibit H contains proprietary financial information, a redacted version is included with this publicly available version of the Application. An unredacted version of Exhibit H is provided in a separate enclosure to this submittal.8 The pro forma income statements are premised on FENGens current PSA with FES for the year 2019,9 and OwnerCos post-emergence PSA with RetailCo for the following years. The pro forma income statements show that the projected revenues of the Facilities and OwnerCo from the sale of energy and capacity to RetailCo will fully cover OwnerCos annual operating and other costs until the announced dates for deactivation 7 The financial qualifications of OpCo will not change as a result of the emergence from bankruptcy.
FENOC currently recovers its costs through an Operating Agreement with FENGen, which provides funds required for the safe operation and maintenance of the Facilities. In conjunction with the proposed restructuring transactions, a revised Operating Agreement will be executed to remove outdated provisions and update the names of the reorganized entities. Nonetheless, under the terms of the revised Operating Agreement, OwnerCo will remain obligated to reimburse OpCo for the cost of operating and maintaining the four nuclear units until termination of the NRC Operating Licenses after decommissioning of the Facilities, and any required site restoration has been completed. A copy of the form of the revised Operating Agreement is provided as Exhibit G to this Application.
8 The pro forma income statements for OwnerCo use data from February 11, 2019 to align with financial projections included in the Disclosure Statement.
9 This Power Supply Agreement has been previously evaluated by the NRC, including in regards to a prior 2005 license transfer concerning the Facilities. Refer to Corrected Order and Safety Evaluation Report Related to Direct Transfer of Facility Operating Licenses (Dec. 16, 2005) (Accession No. ML053460182). Given that emergence from bankruptcy is expected to come in the latter part of 2019, 2019 operating revenues are calculated using the current PSA in effect. For 2020 and thereafter, operating revenues are calculated using the new post-emergence PSA described herein.
 
Page 14 of 18 as provided to the NRC. Additionally, New HoldCo will be a signatory to the PSA for the purposes of guaranteeing RetailCos financial obligations under the PSA in the event RetailCo is unable to perform its financial obligations under the agreement.
These statements reflect the current business plan for operating the Facilities. However, even if the Facilities do not operate as expected post-emergence, OwnerCo will recover its costs pursuant to Article IV.A, Charges, of the post-emergence PSA. This provision requires RetailCo (and New HoldCo as a guarantor) to cover all costs required by OwnerCo to operate the Facilities in compliance with NRC requirements, regardless of operating status of the Facilities. A copy of the form of the new post-emergence PSA is contained in Exhibit I. The Applicants will provide the executed PSA once available.
: 2.      New HoldCo Support Agreement Additionally, OwnerCo will be able to call upon funds pursuant to a support agreement between New HoldCo and OwnerCo. This provides further assurance that OwnerCo will have access to funds sufficient to pay its fixed operating and maintenance costs in the event of an unanticipated station outage. Pursuant to this support agreement, New HoldCo will make up to $400 million in funding available to OwnerCo to meet its obligations relating to the Facilities. This provides a source of funds in excess of six months of estimated fixed operating and maintenance costs for OwnerCos entire fleet of nuclear plants, as currently projected for the years of operation post-emergence from bankruptcy.
The current support agreement will be assigned by FES to New HoldCo for the benefit of FENGen (reorganized and renamed as OwnerCo) upon emergence from bankruptcy.
In accordance with conditions of the Facilities ROLs/OLs, OwnerCo is required to inform the Director of the Office of Nuclear Reactor Regulation, in writing, no later than 10 working days after any funds are provided to OwnerCo under the terms of the support agreement.
: 3.      New HoldCo Post-Emergence Cash Position In addition to the support agreement, the Charges provision of the new RetailCo - OwnerCo post-emergence PSA requires RetailCo to cover OwnerCos costs, which would include costs associated with any unplanned shutdown scenarios. This requirement is reinforced by a guarantee provided by New HoldCo of RetailCos financial obligations arising under the post-emergence PSA. After the reorganization, New HoldCo will have a portfolio with diverse generation assets, including not just the nuclear units, but also reorganized FirstEnergy Generation, LLC, a holder of fossil generation assets, and RetailCo, which is the energy market facing entity responsible for sales of electricity, and which will hold FESs current retail business. Consolidated New HoldCo is expected to generate positive operating earnings (or EBITDA) post-emergence, as seen in Exhibit D, page 8, of the Disclosure Statement.
 
Page 15 of 18 Additionally, as stated in Article IV.G of the Disclosure Statement, as of January 31, 2019, FES and its subsidiaries in the bankruptcy had approximately $1.1 billion of cash on hand.
Moreover, as shown in Exhibit J of this Application, New HoldCo is expected to have approximately $2.0 billion in current assets upon emergence from bankruptcy, including
$1.56 billion in cash and cash equivalents, exceeding New HoldCos expected post-emergence current liabilities of approximately $176 million.10 In sum, as demonstrated through the OwnerCo pro forma income statements provided, the recovery of OwnerCos costs through its PSA with RetailCo provides assurance that OwnerCo will meet its financial obligations under 10 CFR 50.33(f) through the expected date of permanent cessation of operations. Further assurance is provided through the additional support made available through OwnerCos support agreement with New HoldCo. New HoldCo will also have the overall financial capability to provide additional funding to OwnerCo as necessary as part of the post-emergence business.
E.        Decommissioning Funding
: 1.        Nuclear Decommissioning Trust Under the NRC's regulations, 10 CFR 50.33(k), Applicants must provide information indicating how reasonable assurance will be provided that funds will be available to decommission the facility.
On March 15, 2019, the Applicants submitted the decommissioning funding status report pursuant to 10 CFR 50.75(f) (Accession No. ML19074A242). In that report, FENOC demonstrated sufficient funding for decommissioning for BVPS-2, DBNPS, and PNPP. However, for BVPS-1, a shortfall was identified, assuming shutdown on the announced deactivation date. To address the shortfall for BVPS-1, the 10 As part of the bankruptcy proceeding, there are disputes between FES and certain power purchase agreement counterparties - Ohio Valley Electric Corporation (OVEC) and Maryland Solar LLC (MD Solar)
- regarding FESs ability to reject such agreements. The Bankruptcy Court determined that it had jurisdiction to authorize FES to reject such contracts and issued a preliminary injunction against the Federal Energy Regulatory Commission with respect to such contracts. Additionally, the Bankruptcy Court authorized FES to reject the power purchase agreements with OVEC and MD Solar. These counterparties have appealed the Bankruptcy Courts orders to the U.S. Court of Appeals for the Sixth Circuit. See, e.g., Order (I) Authorizing the Debtors to Reject a Certain Multi-Party Intercompany Power Purchase Agreement with the Ohio Valley Electric Corporation and (II) Granting Certain Related Relief, Case No. 18-50757 (Bankr. N.D. Ohio, Aug. 9, 2018) (Docket #1118); Order (I) Authorizing the Debtors to Reject a Certain Energy Contract and (II) Granting Certain Related Relief, Case No. 18-50757 (Bankr.
N.D. Ohio, Aug. 17, 2019) (Docket #1165); Preliminary Injunction Against the Federal Energy Regulatory Commission, Case No. 18-50757, Adv. Pro. No. 18-5021 (Bankr. N.D. Ohio, May 11, 2018) (Docket
#114).
There is a chance that as a result of the appeal, the rejection of the OVEC and MD Solar contracts would be reversed. Even in the event that OVEC and MD Solar were able to make claims on New HoldCo or its subsidiaries as a result of the reversal, it is expected that any losses incurred under the contracts would be in the range of $15 to 20 million of earnings before interest, taxes, depreciation, and amortization, per year.
 
Page 16 of 18 March 15, 2019 report provided a regulatory commitment to reconcile the shortfall in accordance with methods described in 10 CFR 50.75(e) by March 31, 2020. This commitment aligns with NRC regulatory guidance in Regulatory Guide 1.159 (Revision 2), Assuring the Availability of Funds for Decommissioning Nuclear Reactors.11 As shown above, New HoldCo will have sufficient liquid resources available should they be necessary to provide additional financial assurance for decommissioning.
As a result, the Applicants March 15, 2019 filing demonstrates reasonable assurance of adequate funding for radiological decommissioning of the Facilities upon permanent cessation of operations.
: 2.      Independent Spent Fuel Storage Installation Decommissioning Under the NRC's regulations, 10 CFR 72.50(b)(3), Applicants must describe the financial assurance that will be provided for the decommissioning of the ISFSI. In 2016, FENGen established an ISFSI decommissioning provisional trust with an initial funding amount of $10 million, to provide funding to decommission the Facility ISFSIs. Financial assurance for the decommissioning of the ISFSIs is provided through this trust.
By letter dated December 17, 2018 (Accession No. ML18351A161), FENOC provided the NRC its triennial ISFSI decommissioning funding plan and status update. In that submission, FENOC demonstrated that the provisional trust described above contains sufficient funds to fully decommission the Facility ISFSIs, assuming a SAFSTOR scenario, in compliance with NRC regulations.
: 3.      Spent Nuclear Fuel Management During Decommissioning On March 15, 2019, the Applicants provided to the NRC Irradiated Fuel Management Plans for preliminary approval pursuant to 10 CFR 50.54(bb) (Accession No. ML19074A244). These documents set out the Applicants plans for management of spent nuclear fuel.
F.      No Antitrust Considerations The existing antitrust conditions in the licenses will continue in effect.
In accordance with the Commissions decision in Kansas Gas and Electric Company (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 N.R.C. 441 (1999), antitrust reviews of license transfer applications after initial licensing are not required by the AEA.
11 The 10 CFR 50.75(f) filing uses December 31, 2018 nuclear decommissioning trust information to project decommissioning fund values and shortfalls. However, the financial data provided in this Application is dated February 11, 2019 in order to align with the Disclosure Statement.
 
Page 17 of 18 G.      Nuclear Insurance FENGen currently maintains and OwnerCo will maintain the required nuclear energy liability insurance pursuant to Section 170 of the AEA and 10 CFR Part 140 and make annual compliance filings in accordance with 10 CFR 140.21(e). OwnerCo, like its predecessor FENGen, will also maintain the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and 10 CFR 140.11.
The Applicants will provide the NRC documentation of the insurance coverage required under 10 CFR Part 140 and 10 CFR 50.54(w) prior to closing of the transfer. The Applicants request that the NRC amend the indemnity to reflect the new names of OwnerCo and OpCo.
H.      Standard Contract for Disposal of Spent Nuclear Fuel In conjunction with the proposed transaction, OwnerCo will maintain title to the spent nuclear fuel and will retain its existing Standard Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste with the Department of Energy. Appropriate notice will be provided to the Department of Energy as required under the Standard Contract.
I.      Agreement to Limit Access to Restricted Data This application does not involve any Restricted Data or other classified defense information. Furthermore, it is not expected that any such information will be raised or required by the licensed activities at the Facilities. However, in the event that such information does become involved, and in accordance with 10 CFR 50.37, Agreement Limiting Access to Classified Information, OpCo agrees that it will appropriately safeguard such information, and in accordance with Section 145a of the AEA, it will not permit any individual to have access to such information until the individual has been appropriately approved for such access under the provisions of 10 CFR Part 25, Access Authorization, and 10 CFR Part 95, Facility Security Clearance and Safeguarding of National Security Information and Restricted Data.
J.      Environmental Review The proposed transfer will not result in any change in the types, or any increase in the amounts, of any effluents that may be released off-site, and it will not cause any increase in individual or cumulative occupational radiation exposure. Further, the NRC has determined in 10 CFR 51.22(c)(21) that license transfers are categorically exempt from further environmental review. Accordingly, the license transfer will involve no significant environmental impact.
 
Page 18 of 18 IV. EFFECTIVE DATE AND OTHER REGULATORY APPROVALS Subject to the receipt of all required regulatory approvals, the parties wish to close this transaction at the earliest practicable date. Accordingly, the Applicants request that the NRC review this Application on a schedule that will permit the issuance of the NRC order consenting to the transfers as promptly as possible, and in any event within six months of the date of the Application. Such consent should be immediately effective upon issuance and should permit the transfer and the implementation date of the conforming amendments to occur up to one year after issuance or such later date as the NRC may permit.
The proposed transaction will require approval by other regulatory agencies, including Federal Energy Regulatory Commission. The Applicants will inform the NRC if there are any significant changes in the status of the bankruptcy proceeding or any required regulatory approvals, or any other developments that have an impact on the schedule for emergence from bankruptcy.
V. CONCLUSION For the reasons stated above, the Applicants respectfully submit that the proposed indirect transfer of control of the Licenses is consistent with the requirements set forth in the AEA, NRC regulations, and the relevant NRC licenses and orders. The Applicants therefore respectfully request that, in accordance with Section 184 of the AEA and 10 CFR 50.80, 10 CFR 50.92, and 10 CFR 72.50, the NRC consent to the transfer described herein and approve the conforming administrative amendments associated with this transfer.
 
Exhibit A Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions, Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code, dated April 18, 2019 - Fourth Amended Joint Plan of Reorganization of FirstEnergy Solutions, Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code, dated April 18, 2019 is Exhibit B to the Disclosure Statement (Eight hundred forty-four pages follow)
 
UNITED STATES BANKRUPTCY COURT NORTHERN I}ISTRICT OF OHIO EASTERN DTVISION
                                                                    )    Chapter l1 In re:                                                            )
                                                                    )    Case No. 18-50757    (AMK)
FIRSTENERGY SOLUTIONS CORP., et al.,t                              )    (Jointly Administered)
                                                                    )
Debtors.                        )
                                                                    )    Hon. Judge Alan M. Koschik
                                                                    )
DISCLOSURE STATEMENT FOR THE FOURTH AMENDED JOINT PLAN OF REORGANIZATION OF FTRSTENERGY SOLUTIONS CORP., ET AL.,
PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
  ' The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp.(9245), case no. l8-50759; FirstEnergy Generation, LLC (0561), case no.
18-50762; FirstEnergy Generation Mansfield Unit I Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. l8-50760; FirstEnergy Nuclear Operating Company (1483), case no. l8-50761; FirstEnergy Solutions Corp. (0186); and Norton Energy Storage L.L.C. (6928), case no. 18-50764. The Debtors' address is: 341 White Pond Drive, Akron, OH 44320.
18-50757-amk Doc          2530      FILED    04/18/l-9 ENTERED 04/18/19 L8:51:48 Page 1 of 215
 
BROUSE MCI}OWELL LPA                      AKIN GUMP STRAUSS HAUER & FELD LLP Marc B. Merklin (0018195)                  Ira Dizengoff (admitted pro hac vice)
Kate M. Bradley (007a206)                  Lisa Beckeffnan (admitted pro hac vice\
Bridget A. Franklin (0083987)              Brad Kahn (admitted pro hac vice) 388 South Main Street, Suite 500          One Bryant Park Akron, OH 44311-4407                      New York, New York 10036 Telephone: (330) 535-57 1 I                Telephon e: (212) 87 2-1 A00 Facsimile: (330) 253-860 I                Facsimile : (212) 87 2- 1002 mmerklin@brouse.com                        i dizengo ff@akingump. com kbradley@brouse.com                        I be ckerman@akingump. com bfranklin@brouse.com                      bkahn@akingump.com
                                                    -and-Scott Alberino (admitted pro hac vice)
Kate Doorley (admitted pro hac vice) 1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 salberino@akingump. com kdoorley@akingump.com Counsel  for Debtors and Debtors  in Possession Dated: April 18,2019 l-8-50757-amk Doc        2530    FILED 04/18/1-9 ENTERED 04/18/19        18:51:48 Page 2 ot ?LS
 
IMPORTANT INFORS{ATION REGARDING THIS DISCLOSURE STATEMENT2, DATED April 18, 2019 SOLICITATION OF VOTES ON THE F'OURTH AMENDED JOINT PLAN OF REORGANIZATION OF FIRSTENERGY SOLUTIONS CORP., et aL, PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE From the Holders of 0utstanding:
Yoting Class                                      Name of Class Under the Plan Class A3                    Unsecured PCN/FES Notes Claims Against FES Class A4                    Mansfield Certificate Claims Against FES Class A5                    FES/FENOC Unsecured Claims Class A6                    FES Single-Box Unsecured Claims Class B4                    Secured FG PCN Reinstated Claims Class B5                    Unsecured PCNIFES Notes Claims Against FG Class 86                    Mansfield Certificate Claims Against FG Class B7                    FG Single-Box Unsecured Claims Class CS                    Secured NG PCN Claims Class C4                    Unsecured PCNffES Notes Claims Against NG Class C5                    Mansfield Certificate Claims Against NG Class C6                    NG Single-Box Unsecured Claims Class C7                    NG-FENOC Unsecured Claims against NG Class I)3                  FES-FENOC Unsecured Claims against FENOC Class I)4                  FENOC Single-Box Unsecured Claims Class D5                    NG-FENOC Unsecured Claims against FENOC Class ES                    Mansfield Certificate Claims Against FGMUC Class E4                    FGMUC Single-Box Unsecured Claims Class F3                    General Unsecured Claims Against FE Aircraft Class G3                    General Unsecured Claims Against Norton Classes A7, 88, and ES              Mansfield Indemnity Claims 2
Capitalized terms" used but not otherwise defined in this Disclosure Statement shall have the meanings ascribed to such terms in the Plan.
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Classes A8, 89, C8, D6, 86,      Convenience Claims IF YOU ARE IN ONE OF THE ABOYE CLASSES, YOU ARE RECEWING TIIIS DOCUMENT AND THE ACCOMPAI{YING MATERIALS BECAUSE YOU ARE ENTITLED TO VOTE ON THE PLAN.
RECOMMENDATION BY THE DEBTORS THE BOARI} OF N{ANAGERS OR DIRECTORS (AS APPLICABLE) OR THE SOLE MEMBER OF EACH OF THE DEBTORS HAVE APPROVED THE TRANSACTIONS CONTEMPLATED BY, AND/OR I}ESCRIBEI} IN, THE PLAN AI{D DESCRIBED IN THIS DTSCLOSURE STATEMENT AND RECOMMEND THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN.
RECOMMENI}ATION BY THE OFFICTAL COMMITTEE OF UNSECT]REI} CREDITORS THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS APPOINTED TN THESE CHAPTER 11 CASES AS A F'IDUCIARY F'OR ALL UNSECUREI} CREDITORS OF THE DEBTORS HAS DETERMINEI} THAT THE TRANSACTIONS CONTEMPLATEI} BY, ANI}/OR DESCRIBED IN, THE PLAN AFID DESCRIBEI} IN THIS DISCLOSURE STATEMENT ARE IN THE BEST INTERESTS OF ALL UNSECTIRED CREDITORS ANI}
RECOIVIMENDS THAT ALL HOLDERS OF UNSECURED CLAIMS VOTE TO ACCEPT THE PLAN. A LETTER FROM THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO HOLI}ERS OF UNSECTJREI} CLAIMS IS INCLUI}ED IN THE SOLICITATION PACKAGE SENT TO CREI}ITORS ELIGTBLE TO VOTE ON THE PLAN AND ATTACHED HERETO AS EXIIIBIT I.
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DELTVERY OF BALLOTS BALLOTS AND MASTER BALLOTS, AS APPLICABLE, MUST BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE, WHICH IS 4:OO P.M.
(PREVATLING EASTERN TIME) ON JULY 5,2019 AT THE FOLLOWING ADTIRESSES:
FOR ALL BALLOTS. INCLUDING MASTER BALLOTS VIA FIRST CLASS MAIL. OVERNIGHT COURIER. OR HAND DELTVERY:
FES BALLOT PROCESSING c/o PRIME CLERK LLC 830 THIRI) AVENUE,3* FLOOR NEW YORrq NY 10022 IF YOU RECETVEI} AN EIYVELOPE ADDRESSED TO YOUR INDENTURE TRUSTEE, PLEASE ALLOW ENOUGH TTME WHEN YOU RETURN YOUR BALLOT FOR YOUR INDENTURE TRUSTEE TO CAST YOUR VOTE ON A MASTER BALLOT BEFORE THE VOTING I}EADLINE.
THE DEBTORS WILL ALSO BE ACCEPTING BALLOTS VIA ELECTRONIC, ONLTNE TRANSMISSION TIIROUGH AI{ E-BALLOT PLATFOR]VI AVAILABLE ON PRIME CLERK, S WEBSITE AT HTTPS : //CASES.PRIMECLERIC C O MIFES/EBALLOT.HOME.
HOLDERS OF CLAIMS MAY CAST AN E-BALLOT ANI} ELECTRONICALLY SIGN AhII)
SUBMIT SUCH BALLOT VIA THE PLATF'OR]VI BY NO LATER THAN THE VOTING DEADLINE, WHICH IS 4:00 PM (PREVAILING EASTERN TIME) ON JULY 5,2019.
IF YOU HAVE ANY QUESTIONS ON THE PROCEDURE FOR VOTING ON THE PLAN, PLEASE CALL THE DEBTORS' RESTRUCTURING HOTLINE AT:
DOMESTIC: 855-934-87 66 INT ERNATIONAL.. 9 17 -87 7- 5 963 REAI}ERS SHOULD NOT CONSTRUE THE CONTENTS                    OF THIS DTSCLOSURE STATEMENT AS PROVII}ING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE ANI}
ARE URGEI} TO CONSULT WITH THEIR OWN AI}VISORS BEFORE CASTING A VOTE WITH RESPECT TO THE PLAN.
THE NEW COMMON STOCK WILL BE ISSUED WITHOUT REGISTRATION UNI}ER THE UNITEI}STATEssECURITIESACToF1933,ASAMENDED(THE*W',),oR ANY SIMILAR FEI}ERAL, STATE, OR LOCAL LAW, IN RELIANCE ON THE EXEMPTIONS SET FORTH IN SECTION 1145 OF THE BANKRUPTCY CODE TO THE MAXIMUM EXTENT PER}IITTED AND APPLICABLE AND TO THE EXTENT THAT SECTION 1145 tS EITHER NOT PERMITTED OR NOT APPLICABLE, THE EXEMPTION SET FORTH IN SECTION 4(AX2) OF THE SECURITIES ACT, THE EXEMPTION SET FORTH IN SECTION 701 PROMULGATED UNI}ER THE SECURITIES ACT OR ANOTHER EXEMPTION THEREUNDER. IN ACCORTIANCE WITH SECTION 1125(E) OF THE BANKRUPTCY COrlE, THE I}EBTORS OR ANY OF THEIR AGENTS THAT PARTICIPATE, IN GOOD FAITH AND IN COMPLTANCE WITH THE APPLICABLE PROVISIONS OF'TIIE B^A,NKRUPTCY CODE, 1-B-50757-amk Doc  2530  FILED  04/18/L9 ENTERED 04/18/19 18:51:48 Page 5 of 215
 
IN THE OFFER, ISSUANCE, SALE, OR PURCHASE OF'A SECURITY, OFFEREI} OR SOLD UNDER THE PLAN, OF THE DEBTORS, OF AN AFFILIATE PARTICIPATING IN THE PLAN WITH THE DEBTORS, OR OF A NEWLY ORGANIZED SUCCESSOR TO THE I}EBTORS UNDER THE PLAN, ARE NOT LIABLE, ON ACCOUNT OF SUCH PARTICIPATION, FOR VIOLATION OF' ANY APPLICABLE LAW, RULE, OR REGULATION GOVERNING THE OFFER, ISSUANCE, SALE, OR PURCHASE OF SECURITIES.
THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN HAYE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AFID EXCHANGE COMMISSION (THE 65W") OR BY AFI-Y STATE SECURITIES COMMISSION OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTIIORITY, AND NEITHER THE SEC NOR ANY SUCH AUTHORITY HAS PASSEI} UPON THE ACCURACY OR AI}EQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN.
SEE SECTION IX OF THE DISCLOSURE STATEMENT FOR IMPORTANT SECURITIES LAW DISCLOSURES.
CERTAIN STATEMENTS CONTAINED IN THIS I}ISCLOSURE STATEMENT, INCLUDING PROJECTED FINANCTAL INFORMATION AI\ID OTHER FORWARI}.LOOKING STATEMENTS, ARE BASEI} ON ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTTVE OF ACTUAL OUTCOMES. FORWARI}.LOOKING STATEMENTS ARE PROVII}ED TN THTS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHEI} UNI}ER THE PRTVATE SECURITIES LITIGATTON REFOR]VI ACT OF 1995 AND SHOULD BE EYALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRTBEI} IN THIS DISCLOSURE STATEMENT.
FURTHER, REAI}ERS ARE CAUTIONED THAT ANY FORWARIT.LOOKING STATEMENTS IN THIS I}ISCLOSURE STATEMENT ARE BASEI} ON ASSUMPTIONS THAT ARE BELIEVED TO BE REASONABLE, BUT ARE SUBJECT TO A WII}E RANGE OF RISKS, INCLUDING RTSKS ASSOCIATED WITH THE FOLLOWING: (I) FUTURE FINANCIAL RESULTS AND LIQUIDITY, TNCLUDING THE ABILITY TO FINANCE OPERATTONS TN THE ORIIINARY COURSE OF BUSINESS; (II) VARIOUS FACTORS TIIAT MAY AFFECT THE VALUE OF THE SECURITIES TO BE ISSUED TINDER THE PLAN; (I[) THE RELATIONSHIPS WITH AND PAYMENT TERMS PROVIDEI} BY TRAI}E CREDITORS; (IY)
ADDITIONAL FINANCING REQUIREMENTS POSTRESTRUCTURING; (\r) FUTURE DISPOSITIONS ANI} ACQUISITIONS; (VT) THE EFFECT OF COMPETITIVE PRODUCTS OR SERVICES BY COMPETITORS; (VII) CHANGES To THE COSTS OF COMMODITIES AND RAW MATERIALS; (YIII) THE PROPOSEI] RESTRUCTURING ANI] COSTS ASSOCIATEI} THEREWITH; (IX) THE EFFECT OF' CONI}ITIONS IN THE ENERGY MARI(ET ON THE DEBTORS; (x) THE CONFIRFTATION AND CONSUMMATION OF THE PLAITI; (XI) CHANGES IN LAWS AND REGULATIONS; AND (XID EACH OF THE OTHER RISKS IDENTIFIED IN THIS DISCLOSURE STATEMENT. DUE TO THESE UNCERTAINTIES, REAI}ERS CANNOT BE ASSURED THAT AI\TY FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT. THE I}EBTORS ARE UNI}ER NO OBLIGATION TO (AND EXPRESSLY DTSCLATM ANy OBLIGATION TO) UPDATE OR ALTER ANY FORWARD.LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, F'UTURE EVENTS, OR OTHERWISE, UNLESS INSTRUCTET) TO rl0 SO BY THE BANKRUPTCY COURT. A MORE COMPLETE bTSCNTPTION OF THE RISK FACTORS ASSOCIATED WITH THE PLAN ANI} THE RESTRUCTURING TRANSACTIONS 1-B-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/19 l-B:51:48 Page 6 of 215
 
CAN BE LOCATEI} IN SECTION  VIII OF THIS I}ISCLOSURE STATEMENT BEGINNING ON PAGE 153.
THE TERIT{S OF THE PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PLAN AND THE SUMMARIES CONTAINED IN THIS I}ISCLOSURE STATEMENT.
THE INFORMATTON IN THIS I}ISCLOSURE STATEMENT IS BEING PROYTDED SOLELY FOR THE PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAI{ OR OBJECTING TO CO TFIRMATION. NOTIITNG IN THIS DISCLOSURE STATEMENT MAY BE USEI} BY ANY PARTY FOR ANY OTHER PURPOSE.
ALL EXHIBITS TO THE DISCLOSURE STATEMENT ARE INCORPORATEI} INTO AND ARE A PART OF'THIS I}ISCLOSURE STATEMENT AS IF SET FORTH IN FULL IN THIS DISCLOSTIRE STATEMENT.
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TABLE OF'CONTENTS Page I. Executive Summary                                                                        .4 A. Purpose of this Disclosure Statement and the Plan.                                .4 B. Overview of the Debtors.                                                      .....6 C. Overview of Plan and Plan Settlement. .........                    ................6 E. Voting on the Plan.                                                              .34 F. Confirmation Process                                                            .35 G. The Plan Supplement                                                              .36 II. Voting Instructions..........                                                          .37 A. Holders of Claims and Interests Entitled to Vote on the Plan.                        .37 B. Voting Record Date.                                                                  .37 C. Equity Election Record Date.                                                        .37 D. Voting on the Plan.                                                                  .38 E. Ballots Not Counted.......                                                          .38
: m. The Debtors'Business Operations and Capital Structure                                  .39 A. Overview of the Debtors'Corporate Structure.                                      39 B. TheDebtors'BusinessOperations..........                                          39 C. Capital Structure of the Debtors                                                  43 IV. The Events Leading to the Debtors' Financial Difficulties....                            44 A. History of the Debtors.                                                          44 B. Impairments to the Value of the Debtors' Business                                .45 C. Regulatory and Legislative Developments                                          46 D. Rail Arbitration                                                                  50 E. Bruce Mansfield Event                                                            5l F. Permanent Shutdown and Defueling of Nuclear Units in Advance of Decommissioning                                                                  52 G. Cash Position and Liquidity Developments....                                      53 H. Environmental Liabilities.............                                            53 V. Material Events in the Chapter I I Cases                                                56 A. Appointment of the Oflicial Committee of Unsecured Creditors                      56 B. First and Second Day Motions.                                                    56 C. Procedural Motions. .........                                                    59 D. Retention of Professional s.                                                      60 E. Exclusi                                                                          6t F. Other Bankruptcy Motions, Applications, and Filings.                              62 G. Events Leading Up to the Plan.                                                    68 H. Settlement of Claims and Causes ofAction.........                                75 I. Debtor Releases, Third Party Releases and Exculpations                            94
: u. Summary of the PIan.......                                                              95 A. Classification of Claims and Interests                                            96 B. Treatment of Claims and Interests                                                96 C. Sources of Consideration for Plan Distributions.                                I 24 1-8-50757-amk Doc    2530 FILED,O4lIElIg            ENTERED 04/1-8/19 1-8:51:48 Page 8 of 215
 
D.      Restructuring  Transactions.......                                          ......125 E. Administrative Claims and Priority Tax Claims.                              .......136 F.      Other Selected Provisions of the Plan.                                  .........138 G.      Provisions Governing Claims and Distributions                                      144 H.      Effect of Confirmation.                                                        ....149 I.      Settlement, Release, Injunction, and Related Provisions.........    ..............151 VII  Confirmation of the Plan....                                                                157 A.      The Confirmation Hearing.                                                          157 B.      Requirements for Confirmation.                                                      158 C,      Conditions Precedent to Confirmation of a Plan.                                    162 D.      Conditions Precedent to the Effective Date.                                        t62 E.      Waiver of Conditions.                                                              164 F.      Effect of Failure of Conditions.                                                    164 VIII. Risk Factors                                                                                164 A. Risks Related to the Restructuring.                                                  t64 B. Risks Related to Confirmation and Consummation of the Plan.                          166 C. Risks Related to Recoveries Under the Plan.                                          170 D. Risks Related to the New Common Stock.                                              t7t E. Risks Related to the Business Operations of the Debtors and the Reorganized Debtors.                                                                174 F. Miscellaneous Risk Factors and Disclaimers.                                          189 IX. Important Securities Laws Disclosures.........                                              192 A. New Equi                                                                                192 B. Issuance and Resale of Securities Under the Plan.                                        192 X. Certain U.S. Federal Income Tax Consequences of the  Plan.......                ........195 A.      Introduction.                                                              .......195 B.      Certain U.S. Federal Income Tax Consequences of the Plan to the Debtors.......l96 C.      Certain U.S. Federal Income Tax Consequences of the Plan to the U.S.
Holders of Voting Claims Against the Debtors.                                      199 D.      Certain U.S. Federal Income Tax Consequences of the Plan to Non-U.S.
Holders of Voting Claims Against the Debtors.........                              .203 E.      Information Reporting and Backup Withholding Considerations.                      .206 XI. Recommendation of the Debtors                                                              .207 ll 18-50757-amk Doc      2530    FILED  04/18/19      ENTERED"T04/18/19 18:51-:48 Page            I of 215
 
EXHIBITS Exhibit A    List of Debtors Exhibit B    Plan of Reorganization Exhibit C    Current Corporate Structure of the Debtors and Certain Non-Debtor Affiliates Exhibit I)  Financial Projections Exhibit E    Valuation Analysis Exhibit F    Liquidation Analysis Exhilit G    Disclosure Statement Order Exhibit H    Restructuring Support Agreement Exhibit I    Letter of Official Committee of Unsecured Creditors in Support of Plan THE DEBTORS HEREBY ADOPT ANI} INCORPORATE EACH EXHIBIT ATTACHED TO THIS I}ISCLOSURE STATEMENT BY REFERENCE AS THOUGH FULLY SET FORTH HEREIN.
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I.      Executive Summarv A.      Purpose of this Ilisclosure Statement and the Plan.
FirstEnergy Solutions Corp. ("FES" and, together with certain of its affiliates and direct and indirect subsidiaries, each listed on Exhibit A attached hereto, the "Debtors") are providing you with the information in this disclosure statement (the "Disclosure Statemffi") on the date hereof (the "soligilation Date") pursuant to section ll25 of chapter l1 of title I I of the United States Code (the "BankrU@y Code") in connection with the chapter I I cases (the "Chapter I I Cases") commeneed on March 31, 2018 (the "Petition Date") by the Debtors in the United States Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court").
The Debtors seek to confirm the Fourth Amended Joint Plan of Reorganization of FirstEnergt Solutions Corp.,    et al., Pursuant to Chapter 1l of the Bankruptcy Code (as may be amended, supplemented,    or modified from time to time in accordance therewith, the "fu"),3 to effect a comprehensive restructuring of their respective operations (the'oRestructuring").
The Bankruptcy Court approved this Disclosure Statement and authorized the solicitation of votes to accept or reject the Plan. The hearing to confirm the Plan (the "Confirmation Hearing") has been scheduled for July 15,2019. It is important that Holders of Claims against the Debtors carefully read this Disclosure Slatement and all of the materials attached to this Disclosure Statement and incorporated into this Disclosure Stalement by reference to fully understand the basiness operations of all of the Debtors and the terms of the Plan.
As described in this Disclosure Statement, the Debtors believe that the Plan provides for a comprehensive restrucfuring and recapitalization of the Debtors' pre-bankruptcy obligations and corporate form, preserves the going-concern value of the Debtors' businesses, maximizes recoveries available to all constituents and provides for an equitable distribution to the Debtors' stakeholders. The Plan also provides for the cancelation of FirstEnerry Corp.'s ("FE Corp.") continued equity ownership of the Reorganized Debtors, and for the ultimate ownership interests in the Reorganized Debtors to be held by third-party creditors who receive New Common Stock in accordance with the Plan.
A bankruptcy court's confirmation of a plan of reorganization binds the debtor, any entity or person acquiring property under the plan, any creditor of or interest holder in a debtor, and any other entities and persons as may be ordered by the bankruptcy court to the terms of the confirmed plan, whether or not such creditor or interest holder is impaired under or has voted to accept the plan or receives or retains any property under the plan, through an order confirming the plan (the "Confirmation Order"). Among other things (except as otherwise provided in the Plan or the Confirmation Order), the Confirmation Order will discharge the Debtors from any Claim (as that term is defined in the Plan) arising before the Effective Date and substitute the obligations set forth in the Plan for those pre-
  ' The Plan is affached hereto as Exhibit B and incorporated into this Disclosure Statement by reference.
Additionally, this Disclosure Statement incorporates the rules of interpretation set forth in Article I.B of the Plan.
The summaries provided in this Disclosure Statement of any documents atteched to this Disclosure Statement, including the Plan, the exhibits, and the other materials referenced in the Plan, the Plan Supplement, and any other documents referenced or summarized herein, are qualified in their entirety by reference to the applicable document. In the event of any inconsistency between the discussion in this Disclosure Statement and the documents referenced or summarized herein, the applicable document being referenced or summerized shall govern, In the event of any inconsistencies between any document and the Plan, the Plan shall. govern; provided, however, that in the event of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall govern.
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bankruptcy Claims. Under the Plan, Claims and Interests are divided into groups called              "@,'
according to their relative priority and other criteria.
Each of the Debtors is a proponent of the Plan within the meaning of section ll29 of the Bankruptcy Code and the Plan constitutes a separate chapter 1l plan for each Debtor. The Plan does not contemplate the substantive consolidation of the Debtors' estates. Except to the extent that a Holder of an Allowed Claim agrees to a less favorable treatment of such Claim, in full and final satisfaction, settlement, release and discharge of and in exchange for such Claim, each Holder of an Allowed Claim or Allowed Interest with regard to each of the Debtors will receive the same recovery (if any) provided to other Holders of Allowed Claims or Allowed Interests in the applicable Class according to the respective Debtor against which they hold a Claim or Interest, and will be entitled to their Pro Rata share of consideration available for distribution to such Class (if any).
Although each Holder of an Allowed Claim will receive the same recovery (if any) provided to other Holders within the same Class and be entitled to its Pro Rata share of consideration available for distribution to such Class (if any), a Holder of a Claim within certain Classes may have the ability to elect to receive its recovery for such Claim in the form of (i) Cash, if the default form of recovery for Holders of Claims in such Class is New Common Stock, or (ii) New Common Stock, if the default form of recovery for Holders of Claims in such Class is Cash. Any such election is only available if provided for in the Plan's treatment of such Class, if certain conditions are met in connection with the Holder making such election (including without limitation the Equify Election Conditions), and to the extent of any maximum amount of a form of consideration available to Holders that have made valid elections for such form of consideration. If every Holder of a Claim eligible to make an equity election elects Cash, the estimated aggregate Cash distribution will be approximately $453 million.
The Debtors believe that their businesses and assets have significant value that would not be realized under any altemative reorganization option or in a liquidation. Consistent with the valuation, liquidation, and other analyses prepared by the Debtors with the assistance of their advisors, including the Valuation Analysis and Liquidation Analysis attached to this Disclosure Statement as Exhibits E and F respectively, the going concern value of such Debtors is substantially greater than their liquidation value.
Notwithstanding any other provision in the Disclosure Statement or the order approving the Disclosure Statement (the "Disclosure Stateme              '), the Bankruptcy Court makes no finding or ruling in the Disclosure Statement Order, other than with respect to the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code, with respect to (i) the negotiations, reasonableness, business purpose, or good faith of the Plan, or as to the terms of the Plan (or the treatment of any Class of Claims thereunder and whether those Claims are or are not impaired) for any pu{pose, (ii) whether the Plan satisfies any of the requirements for confirmation under section 1129 of the Bankruptcy Code, or (iii) the standard of review or any factor required for approval of the Confirmation of the Plan. Any objections or requests served in connection with the Plan are hereby reserved and not waived by entry of the Disclosure Statement Order; provided, however, that nothing in the Disclosure Statement or the Disclosure Statement Order shall preclude the Debtors or any other party in interest that is the subject of such objection or discovery requests from seeking that the Bankruptcy Court overrule such objections or limit or otherwise overrule such discovery requests.
Prior to voting on the Plan, you are encouraged to read this Ilisclosure Statement and all documents attached to this Ilisclosure Statement in their entirety. The llisclosure Statement is available free of charge online at https://cases.primeclerk.com/fes. As reflected in this Disclosure Statement, there are risks, uncertainties, and other important factors that could cause the Ilebtors' actual performance to be materially different from those they may project, and the Debtors undertake no obligation to update,any such statement of risks, uncertainties, or factors or 5
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projections. Certain of these risks, uncertainties, and factors are described in Section                  VIII of this Disclosure Statement, entitled "Risk Factorsr" which begins on page 153.
B.        Overryiew of the llebtors.
The Debtors own and/or operate multiple fossil and nuclear power generating facilities throughout Ohio and Pennsylvania, in addition to providing other services that support the various facilities. The Debtors conduct all of their business operations in the regional transmission organization
("RTO") overseen by PJM Interconnection L.L.C. (.'PJM"), which covers Ohio and Pennsylvani4 along with a number of other states (the "EIX4 Eggion"),4 and the Midcontinent Independent System Operator, Inc. ("MISO").5 FES participates in both the wholesale and retail generation markets. Through its subsidiaries, FES owns and operates multiple power generation facilities and sells the power generated by these facilities in the PJM wholesale energ] and capacity markets. FES is party to power purchase agreements (the "Inter-Debtor PPAs") with its subsidiaries, FirstEnerry Generation, LLC ("F8") and FirstEnerry Nuclear Generation, LLC ("NG"), whereby it purchases all of the energy produced by FG and NG, respectively.6 The power generated by the plants operated by FG and NG is transmitted at the generation point to the grid. FG primarily owns and/or operates two fossil generation plants located in Ohio and Pennsylvania, which produce electricity using coal or oil and natural gas.7 NG owns three nuclear generation facilities (consisting of four licensed reactors) located in Ohio and Pennsylvania. FES also operates in the retail market, where different load serving entities ("LSEs") or utilities purchase electricity from the PJM or MISO markets and then resell it to the end user. A more detailed discussion of the Debtors' businesses and operations is described in Section III of this Disclosure Statement.
C.        Overview of Plan and Plan Settlement.
The Debtors are proposing the Plan following extensive negotiations with the key stakeholders, including the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, the FES Creditor Group and the Official Committee of Unsecured Creditors (the "Committee"). As a result of these negotiations, the Debtors and these key stakeholders entered into a restructuring support agteement (the "Resffucturing Supp                      ") on January 23, 2019.8 Pursuant to the Restructuring Support Agreement the Committee has agreed to support the Plan and the members of the Ad Hoc Noteholders Group, Mansfield Certificateholders Group and FES Creditor Group, in each case who are parties to the Restructuring Support Agreement have agreed to vote their claims to accept the Plan, subject to the terms of the Restructuring Support Agreement. As a result, the Plan has the support of the vast majority of the Debtors' creditors holding almost $3 billion of claims across the Debtors' capital structure. Since the execution of the Restructuring Support Agreement, the Debtors have worked with the parties thereto to develop the Plan.
o The PJM Region covers all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia.
5 MISO covers all or parts of Arkansas, Illinois, Indiana, Iowa, Kentucky, Louisiana, Michigan, Minnesota, Missouri, Mississippi, Montana, North Dakota, South Dakota, Texas, Wisconsin, and Manitoba, Canada.
u FG is also party to an Inter-Debtor PPA with FirstEnergy Mansfield Unit      I Corp (*FGMUQ").
7 On January  25,}}lg,the Bankruptcy Court      approved the sale of the West Lorain power plant to Vermillion Power L.L.C. [Docket No. 2018]. The sale of the West Lorain Power Plant was consummated on March 29,2019, and such facility is not included in the two fossil generation plants referred to above. The Debtors are also in the process of acquiring the Pleasants Power Plant in accordance with the terms of the FE Settlement Agreement. On February 1,2019, the Debtors filed the Pleasants Motion (as defined herein) seeking approval of the Bankruptcy Court for the acquisition of the Pleasants Power Plant and related transactions. The Court entered an order granting the Pleasants Motion on March 7 , 2019 [Docket No. 2217].
A copy of the Restructuring Support Agreement was filed on the docket [Docket No. 1995].
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The Plan incorporates a global, integrated settlement of numerous disputes between and among the Debtors, the FE Non-Debtor Parties,e and the Debtors' creditors (the "Plan Settlement"). The Plan Settlement not only incorporates the FE Settlement Agreementl0 between and among the Debtors, certain key creditor constituencies and the FE, Non-Debtor Parties, but it also resolves numerous additional areas of potential litigation arising from (i) the historical and ongoing business relationships between and among the Debtors, including the validity, enforceability and priority of various Inter-Debtor Claims, (ii) the allocation of value of the Debtors' assets and the consideration from the FE Settlement Agreement, and (iii) the allocation of administrative expenses incurred during the Chapter I I Cases. The Plan also incorporates the Mansfield Settlement and the Mansfield Owner Parties' Settlement. Based on the Plan Settlement, the Plan resolves a variety of highly complex issues that would have been a source of contention and which, if left unresolved, would have potentially led to significant costly litigation and resulted in uncertainty and delays in distributions to creditors and the Debtors' ability to timely exit bankruptcy protection. The largest parties in interest in these cases, including the Debtors, the Independent Directors and Managers, the Committee, the Ad Hoc Noteholder Group, the Mansfield Certificateholders Group and the FES Creditor Group independently analyzed these potential disputes, with the assistance of their respective advisors. The terms of the Plan Settlement are integrated and not severable, and are the result of hard-fought, arm's-length negotiations between the parties. The Plan Settlement is described in greater detail in Article V.H of this Disclosure Statement.
In addition to incorporating the terms of the FE Settlement Agreement, the Plan Settlement comprises the resolution of the following disputed matters:
I  First, the Plan resolves potential litigation surrounding the allocation of value and consideration received under the FE Settlement Agreement (the "FE Settlement Value").
As previewed for the Court in a number of the objections filed to the FE Settlement Agreement, the creditors of each of the Debtors were keenly focused on issues of allocation and distribution of the FE Settlement Value. The Plan sets forth an agreed-upon allocation of the FE Settlement Value among certain of the Debtors' Estates based on the Debtors' analysis of the various claims and causes of action settled as part of the FE Settlement Agreement, among other considerations.
a  Second, the PIan resolves potential litigation surrounding the allowance and treatment of Inter-Debtor Claims. As discussed in more detail below, the Debtors have incurred substantial pre- and postpetition Inter-Debtor Claims. The Plan resolves potential litigation over the allowance and treatment of the Inter-Debtor Claims by allowing the Inter-Debtor Claims at agreed upon amounts (in certain instances reflecting a discount on the asserted claims), and disallowing other Inter-Debtor Claims, and, providing that Holders of the Inter-Debtor Claims will not vote on the Plan, that prepetition Inter-Debtor Claims will receive their Pro Rata share of Unsecured Distributable Value at the applicable Debtor, and that the relative allocations of Unsecured Distributable Value between the Debtors shall be fixed except with respect to the ultimate recoveries on prepetition Inter-Debtor Claims.
l} Third, the Plan incorporates a settlement of potential disputes surrounding the allocation of Administrative Claims      between and among the Debtors. FES currently pays all disbursements on account of all of the Debtors, including Professional Fees and other costs of administration. The Plan incorporates a fixed allocation of projected e
A list of the FE Non-Debtor Parties can be found on Exhibit C attached to the Plan.
  'o A copy of the FE Settlement Agreement is available at Docket No. 1465.
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Administrative Claims, as well as projected Priority Tax Claims, Other Priority Claims and Other Secured Claims among the Debtors and, accordingly, provides greater certainty to Creditors of the various Debtors as to their projected recoveries under the Plan.
t  Fourth, the Plan incorporates the Mansfield Settlement and the Mansfield Owner Parties' Settlement and resolves potential litigation surrounding the rejection of the Mansfield Facility Documents and related agreements, as well as litigation surrounding the amount of any claim or claims arising from such rejection.
t  Fifth, the Plan incorporates a settlement between and among the Debtors, the Committee, the Ad Hoc Noteholder Group, the FES Creditor Group and the                    Mansfield Certificateholders Group conceming the allocation of New Common Stock and cash befween the holders of Unsecured Bondholder Claims and General Unsecured Claims and overall allocations of value between and among the Debtors' estates.
In the months leading up to the execution of the Restructuring Support Agreement, the parties exchanged numerous proposals on the terms of the Plan Settlement and the Plan, and the parties held multiple meetings in an effort to reach consensus on the terms of the Plan. The Plan will enable the Debtors to continue operating as a going-concern through the scheduled deactivation of certain of their power plants and will provide for the distribution to Holders of Allowed General Unsecured Claims against FES, FG, NG, FirstEnergy Nuclear Operating Company ("EENOC") and FGMUC of cash, or in certain cases an option to receive new common stock in the Reorganized Debtors in lieu of cash. Holders of Allowed Unsecured Bondholder Claims will receive new common stock in the Reorganized Debtors with an option to elect to receive cash in the event that Holders of Allowed General Unsecured Claims who have an election to receive new common stock make such an election. The aggregate estimated recoveries for Holders of Allowed Unsecured Bondholder Claims is 68.5%. Holders of Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Other Priority Claims, will be paid in full in cash unless such holders agree to less favorable treatment, ffid Holders of Allowed Other Secured Claims will either be reinstated, paid in full in cash, or the Holders of such Allowed Other Secured Claims will receive the collateral securing such Allowed Other Secured Claim.
Holders of Allowed Secured FG PCN Claims and Allowed Secured NG PCN Claims will either be reinstated or paid in full (in either case, including the payment of all accrued interest through and including the Effective Date). Accordingly, upon the Effective Date of the Plan, the Reorganized Debtors' capital structure will consist of (i) the reinstated Allowed Secured FG PCN Claims and Allowed Secured NG PCN Claims, and (ii) shares of New Common Stock.
Pursuant to the PIan Settlement, the Debtors' value will be allocated between the Debtors as described in Article V.H.4 of this Disclosure Statement. At a high level, and subject in all respects to Article III of the Plan, unsecured creditors at each Debtor will receive their Pro Rata share (subject to ceftain reallocations and adjustments) of the Unsecured Distributable Value available at such Debtor.
Article V.H.4 of this Disclosure Statement includes estimates of the Distributable Value Splits, which are subject to adjustment based on several factors, including (i) the Debtors' Cash balance at emergence, (ii) the ultimate Allowed amount of Administrative Claims, Priority Tax Claims and Other Priority Claims at each Debtor, and (iii) the net value that each Debtor receives on account of the Inter-Debtor Claims (which, in turn, is affected by the ultimate Allowed amount of Unsecured Claims at each Debtor). The estimated recovery percentages for each Class of Claims is set forth below and is subject to the risk factors set forth in Article VIII of this Disclosure Statement.
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The Plan sets out certain releases, including:
a  the releases set forth in Article VIII.C of the Plan by the Debtors and the Reorganized Debtors in favor of the Released Parties, including the FE Non-Debtor Parties; a  the releases set forth in Article VIII.D of the Plan by the Consenting Creditors and the Committee in favor of the FE Non-Dehtor Parties; and t  the releases set forth in Article VIII.E of the Plan by all Holders of C1aims and Interests that (i) vote to accept the Plan or (ii) are deemed to accept the Plan in favor of the Debtor Released Parties, the FE Non-Debtor Released Parties, and the Other Released Parties.
As descrihed in Article VIII of the Plan, releases include releases of claims held by the Debtors against the Debtors' directors and officers (including the Independent Directors and Managers), as well as claims or causes of action held by Holders of Claims and Interests against the Debtors that (i) vote to accept the PIan or (ii) are deemed to accept the Plan against the Debtor Released Parties, the FE, Non-Debtor Released Parties and the Other Released Parties (the "Consensual Third Parqy Releases"). The Consensual Third-Party Releases provide for a release of claims and Causes of Action, including any derivative claims asserted or assertable by or on behalf of the Debtors, the Reorganized Debtors, or their Estates or Affiliates (including any FE Non-Debtor Parties), based on or relating to, or in any manner arising from in whole or in part, among other things, the Debtors, the Debtors' businesses, or the Debtors' property. The Consensual Third Parry Releases further release the Debtor Released Parties, the FE, Non-Debtor Released Parties and the Other Released Parties from any and all Causes of Action arising from or related in any way to (i) the Debtors, the Reorganized Debtors, their businesses, their property, or any interest in the Mansfield Facilify Documents, (ii) any Cause of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions or other matters arising in the conduct of the Debtors' businesses, (iii) the Chapter l1 Cases, (iv) the formulation, preparation, negotiation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Plan Supplement, any contract, employee pension or benefit plan instrument, release, or other agreement or document related to any Debtor, the Chapter 1 1 Cases or the Plan, modified, amended, terminated, or entered into in connection with either the Plan, or any agreement between the Debtors and any FE, Non-Debtor Released party, including the FE Settlement Agreement, or (v) any other act taken or omitted to be taken in connection with the Chapter 1l Cases, including, without limitation, acts or omissions occurring after the Effective Date in connection with dishibutions made consistent with the terms of the Plan.
Prior proposed versions of the Plan contained a non-consensual release by Holders of Claims and Interests against the Debtors in favor of the FE Non-Debtor Released Parties. As discussed below, as a result of the Court's rulings at a hearing held on April 4, 2019, FE Non-Debtor Parties have consented, subject to the Bankruptcy Court's approval of the Consent and Waiver (defined below) to remove such nonconsensual FE third party releases from the Plan.
This summary is intended solely as a summary of certain provisions of the Disclosure Statement and the PIan. You should read this Ilisclosure Statement and the Plan and each of their respective exhibits and schedules in their entirety prior to making any determination to accept or reject the Plan. To the extent there are any inconsistencies between this summary, on the one hand, and the PIan (including any attachments to the Plan) and the Plan Supplement, on the other, the latter shall control.
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The Debtors believe that the Plan will enable them to accomplish the objectives of chapter Ll  and that acceptance of the Plan is in the best interests of the Debtors, the Estates, Creditors and all parties in interest.
D.        Summary of Treatment of Claims and Interests and Description of Recoveries Under the PIan.
Although the Chapter I I Cases are being jointly administered pursuant to an order of the Bankruptcy Court, the Debtors are not proposing the substantive consolidation of their respective bankruptcy estates. Accordingly, the Plan organizes the Debtors' creditor and equity constituencies into Classes organized by Debtor. For each C1ass, the Plan describes: (i) the underlying Claim or Interest; (ii) the recovery available to the Holders of Claims or Interests in that Class under the Plan; (iii) whether the Class is Impaired under the Plan and entitled to vote thereon; (iv) the form of consideration, if any, that such Holders will receive on account of their respective Claims or Interests; and (v) whether the Holders of Claims and Interests in that Class are entitled to vote on the Plan.
The following charts represent the classification of Claims and Interests for the Debtors pursuant to the Plan. The information is provided in summary form below for illustrative purposes only and is qualified in its entirety by reference to the provisions of the Plan. For a more detailed description of the treatment of Claims and Interests under the Plan and the sources of consideration for Claims, see Section VLB.5 of this Disclosure Statement, entitled "Classification and Treatment of Claims."
: 1.      FES Class      Cleims and              Plan Treatment            Voting        Projected      Estimated Interests                                        Rights    Allowed Cleims    Percentege Recovery Under the Plen Class Al    Other Secured  Each Holder shall receive, at the Unimpaired  nJa                nJa Claims          option of the applicable Debtor, Against FES    either: (i) payment in full in    Not Entitled Cash; (ii) delivery of collateral to      Vote securing any such Claim and      (Deemed to payment of any interest required  Accept) under section 506(h) of the Bankruptcy Code; (iii)
Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired.
Class A.2    Other Priority  Each Holder shall receive, at the Unimpaired  nla                nla Claims          option of the applicable Debtor, Against FES    either: (i) payment in full in    Not Entitled Cash; or (ii) other treatment    to Vote rendering such Claim              (Deemed to Unimpaired.                      Accept)
Class 43    Unsecured      Each Holder of an Allowed        Impaired    fi2,237,912,062    22.9%
Bondholder      Unsecured PCN/FES Notes CIaims          Claim Against FES shall          Entitled to Against FES    receive, on the Effective Date or Vote as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the l0 18-50757-amk Doc 2530 FILED 04/1-B/Lg ENTERED04/18/19 18:51:48 Page 17 ot                                      ?1.5
 
Management Incentive Plan, in an amount equal to its Pro Rata share of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and  (iii) the Mansfield Reallocation. The aggregate amount of value available for distrihution to Holders of Allowed Unsecured PCNtrES Notes Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class A.3.
Electing Bondholders shall receive, on the Initial Distribution Date or as soon as reasonably practicable thereafter, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu ofNew Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FES Unsecured Distrihutable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FES in 1l 18j50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/19 1B:S1:48 Page 18 of 215
 
accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class A.3.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCNtrES Notes Claim against FES that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class A.4 Mansfield  Each Holder of an Allowed          Impaired    $786,763,400 22.8%
Certificate Mansfi eld Certifi cate Claim Claims      Against FES shall receive, on      Entitled to Against FES the Effective Date or as soon as    Vote reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share  of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims, and (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders  of Allowed Mansfield Certificate Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class A4.
Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share  of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FES t2 L8-50757-amk Duc 2530 FILED 04/18/19 ENTERED 04/18/19 1-8:51:48 Page 19 ffi'zL5
 
I.Jnsecured  Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders      of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfi eld Certilicate Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class A'4.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfi eld Certifi cate Claim against FES that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class A5 FENOC.FES    Each Holder of an Allowed            Impaired    $138,631,609 25.5o/o Unsecured    FENOC-FE$ Unsecured Claim Claims      Against FES shall receive, on        Entitled to the Initial Distribution Date,      Vote cash equal to its Pro Rata share of (i) the FES Unsecured Distributable Value and (ii) the FENOC-FES Claim Reallocati on, pr ovided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FENOC-FES Unsecured Claims against FES set forth in clauses (i) and (ii) of the preceding sentence shall be subiect to the l3 1-B-50757-amk Doc    2530    FILED 0fr./1ffiL9 ENTERED 04/18/19 18:51-:48 Page 20 of 215
 
Distributable Value Adj ustment Amount applicable to Class A5.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FENOC-FES Unsecured Claim against FES that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class ,46 FES Single- Each Holder of an Allowed FES      Impaired    $568,559,650 31.4%
Box        Single-Box Unsecured Claim Unsecured  shall receive, on the Initial      Entitled to Claims      Distribution Date, cash equal to    Vote its Pro Rata share of (i) the FES Unsecured Distributable Value, (ii) the portion of the Reallocation Pool allocated to FES, (iii) the FENOC-FES Claim Reallocation, and (iv) the NG Reallocation Poo[, provtded that such Holders shall have the option to elect to receive their Pro Rata share ofNew Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FES Single-Box Unsecured Claims set forth in clauses (i) through (iv) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class ,{6.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FES Single-Box Unsecured Claim that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class A7  Mansfield  Each Holder of an Allowed          Impaired    $178,028,883 23.7%
Indemnity  Mansfi eld Indemnity Claim Claims      against FES shall receive, on the  Entitled to Initial Distribution Date, cash    Vote t4 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/1-9 18:51:48 Page 2L of 215
 
equal to its Pro Rata share of FES Unsecured Distributable Value. The aggregate amount      of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FES shall be subject to the Distributable Value Adjustment Amount applicable to Class ,4.7.
Class A8  Convenience  Each Holder of an Allowed          Impaired      $13,930,626      36.4%
Claims      Convenience Claim against FES that has properly elected to be    Entitled to treated as such on its Ballot shall Vote receive, on the Initial Distribution Date, Cash in an amount equal to 36.4Vo of the Allowed Convenience Claim.
Class A9 Inter-Debtor Each Holder of an Allowed          Impaired      $3,189,409,689  22.8%
Claims      prepetition Inter-Debtor Claim against FES shall receive their    Shall Not Pro Rata share of the FES          Vote Unsecured Distributable Value.
In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against FES, the distributions on account of such prepetition Inter-Debtor Claims against FES shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Dehtor Claims against FES by including the recovery on such prepetition Inter-Debtor Claims against FES in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims aeainst FES.
Class    Interests in As of the Effective Date,          Impaired      $0              0%
A.10    FES          Interests in FES shall be cancelled and released without      Not Entitled any distribution on account of      to Vote such Interests.                    (Deemed to Reiect) 15 18.50757-amk Doc 2530 FILED 04/18/19 ENTERED                          04/L8/1"9  18:5ft:48;, Page 22 of 215
: 2.      FG Class      Claims end              Plsn Treatment              Voting          Projected  Estim*td Interests                                        Rights    Allowed Cleims  Percentage Recovery Under the Plnu Class Bl  Other Secured    Each Holder shall receive, at    Unimpaired    nla            nla Claims Against  the option of FG, either: (i)
FG              payment in full in Cash; (ii)    Not Entitled delivery of collateral securing  to Vote any such Claim and payment of    (Deemed to any interest required under      Accept) section 506(b) of the Bankruptcy Code; (iii)
Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired.
Class B2  Other Priority  Each Holder shall receive, at    Unimpaired    nla            nla Claims Against  the option of FG, either: (i)
FG              payment in full in Cash; or (ii)  Not Entitled other treatment rendering such    to Vote Claim Unimpaired.                (Deemed to Accept)
Class B3    Secured FG      Allowed Secured FG PCN            Unimpaired    $199,194,116    100%
PCN              Designated Claims shall be paid Designated      in full in Cash on the Effective  Not Entitled Claims          Date or as soon thereafter  as    to Vote practicable.                      (Deemed to Accept)
Class 84    Secured FG      Allowed Secured FG PCN            Impaired      s156,782,1l7    l 00%
PCN              Reinstated Claims shall be Reinstated      Reinstated in full on the        Entitled to Claims          Effective Date or as soon as      Vote practicable thereafter, provided, however, that any Allowed Secured FG PCN Reinstated Claims relating to accrued and unpaid pre- and postpetition interest on the principal amount of Secured FG PCN Reinstated Claims shall he paid in full in Cash.
The guarantee of FES with respect to such Allowed Secured FG PCN Reinstated Claims shall be released following the Effective Date, and  New FES shall provide a new unsecured guarantee with respect to such Allowed Secured FG PCN Reinstated 16 18-50757-amk        DoC    2530    FILED    04/18/19 ENTERED            04/18/1-9  18:51:48 Page 23 of 215'
 
Claims and if any assets of FES are transferred to New Holdco pursuant to the Plan then New Holdco shall also provide a new unsecured guarantee with respect to such Allowed Secured FG PCN Reinstated CIaims.
Class 85 Unsecured    Each Holder of an Allowed          Impaired    fi2,237,912,062 13.5%
PCN/FES      Unsecured PCNIFES Notes Notes Claims  Claim Against FG shall receive,    Entitled to Against FG    on the Effective Date or as soon  Vote as reasonably  practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of the FG Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class 85.
Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfi eld Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock and subject to dilution for the Management Incentive l7 18-50757-amk Doc      2530    FILED 04/1-BfLg ENTERED OAILB/L9 L8:51-:48 Page 24 ot 215
 
Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class 85.
In addition, to the extent there is an Ef[ective Date Cash Distribution, any Holder of an Allowed Unsecured PCN/f'ES Notes Claim Against FG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share ofthe Effective Date Cash Distribution.
Class B6 Mansfield      Each Holder of an Allowed          Impaired      $786,763,400  I 1.8%
Certificate    Mansfield Certificate Claim Claims Against Against FG shall receive, on the  Entitled to FG            Effective Date or  as soon as    Vote reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of the FG Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfi eld Certificate Claims against FG in accordance with the preceding sentence shall he subject to the Distrihutable Value Adj ustment Amount applicable to Class 86.
Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its l8 l-B-50757-amk Doc      2530    FILED    04/18/19 ENTERED            04/1-8/1"9  18:51:48 Page 25 of 2L5
 
allocable recovery of FG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan.
The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FG in accordance with the preceding sentence shall be subject to the Dishibutable Value Adjustment Amount applicable to Class 86.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against FG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class 87 FG Single-Box Each Holder of an Allowed FG      Impaired    $338,341,660 17.0%
Unsecured    Single-Box Unsecured Claim Claims        shall receive, on the Initial      Entitled to Distribution Date, cash equal to  Vote its Pro Rata share of (i) the FG Unsecured Distributable Value and (ii) the Reallocation Pool allocable to FG, providedthat such Holders shall have the option to elect to receive their ratable share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FG Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subiect to the Distributable l9 18r50757-amk Doc      2530  FILED    04/18/19 ENTERED 04/18/19 l-B:5{.:48" Page 26 of 215
 
Value Adjustment Amount applicable to Class 87.
In addition, to the extent there is an Effective Date Cash Distribution' any Holder of an Allowed FG Single-Box Unsecured Claim that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class B8 Mansfield    Each Holder of an Allowed        Impaired    $178,029,993 13.8%
Indemnity    Mansfield Indemnity Claim Claim        against FG shall receive, on the  Entitled to Initial Distribution Date, cash  Vote equal to its Pro Rata share of FG Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FG shall be subject to the Distributable Value Adjustment Amount applicable to Class 88.
Class B9 Convenience  Each Holder of an Allowed        Impaired    $18,801,930  22.4%
Claims      Convenience Claim against FG that has properly elected to be  Entitled to treated as such on its Ballot    Vote shall receive, on the Initial Distribution Date, Cash in an amount equal to 22.0Yo of the Allowed Convenience Claim.
Class    Inter-Debtor Each Holder of an Allowed        Impaired    $901,881,912 73.3o/o Bl0      Claims      prepetition Inter-Debtor Claim against FG shall receive their    Shall Not Pro Rata share of the FG          Vote Unsecured Distributable Value.
In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claim against FG, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FG by including the recovery on such prepetition Inter-Debtor Claims against FG in the calculation of the Unsecured Distributable Value relating to the Debtor holding 20 18-50757-amk Doir2530 FILED 04/18/19 ENTERED O4ll8lt918:51:48 Page 27 or"215:
 
such prepetition Inter-Debtor Claims against FG.
Class      Interests in FG  Reorganized FES shall retain        Unimpaired  $0            0o/o Bll                        ownership of all Interests in FG.                                Not Entitled to Vote (Deemed to Accept)
: 3.      NG Cless      Claims and          ' Plan Treatmrnt                Voting        Projected    Estimated Interests                                            Rights    Allowtd Cleims  Percentage Recovery Under the Plen Class Cl  Other Secured  Each Holder shall receive, at the  Unimpaired    nla            nla Claims          option ofNG, either: (i)
Against NG      payment in full in Cash; (ii)      Not Entitled delivery of collateral securing    to Vote any such Claim and payment of      (Deemed to any interest required under        Accept) section 506(b) of the Bankruptcy Code; (iii)
Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired.
Class C2  Other Prioriry  Each Holder shall receive, at the  Unimpaired    nla            nla Claims          option of NG, either: (i)
Against NG      payment in    full in Cash; or (ii) Not Entitled other treatment rendering such      to Vote Claim Unimpaired.                  (Deemed to Accept)
Class C3    Secured NG    Allowed Secured NG PCN              Impaired      $307,173,955  l 00%
PCN Claims      Claims shall be Reinstated in full on the Effective Date, or as  Entitled to soon thereafter as practicable,    Vote provided, however, that any Allowed Secured NG PCN Claims relating to accrued and unpaid pre- and postpetition interest on the principal amount of the Secured NG PCN Claims through and including the Effective Date shall be paid in full in Cash.
The guarantee of FES with respect to such Allowed Secured NG PCN Claims shall be released following the Effective Date, and on the Effective Date New FES shall provide a new unsecured 2t 18-50757-amk Doc 2530 FILED 04/l-B/tg ENTERED 04/18/1-9 18:51:48 Page 28 of 215
 
guarantee with respect to such Allowed Secured NG PCN Claims and if any assets of FES are transferred to New Holdco pursuant to the Plan then New Holdco shall also provide a new unsecured guarantee with respect to such Allowed Secured NG PCN Claims.
Class C4 Unsecured    Each Holder of an Allowed          Impaired      $2,237,972,062 30.2%
PCN/FES      Unsecured PCN/FES Notes Notes Claims  Claim Against NG shall receive,    Entitled to Against NG    on the Effective Date or as soon  Vote as reasonahly practicable thereafter, New Common Stock, suhject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class C4.
Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate 22 1-B-50757-amk Doc      2530    FILED    04/18/19 ENTERED            011/18/19  18:51:48 Page 29 ot 215
 
amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class C4.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCNtrES Notes Claim Against NG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class C5 Mansfield  Each Holder of an Allowed          Impaired    $786,763,400 34.2%
Certificate Mansfi eld Certifi cate Claim Claims      Against NG shall receive, on the    Entitled to Against NG  Effective Date or as soon as        Vote reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfi eld Certi fi cate Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class C5.
Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery ofNG Unsecured Distributable Value, 23 18-.$0757-amk Doc 2530 FILED 04/1.8/19 ENTERED 04/18/19 18:5tr48 I Page 30 of 215
 
subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfi eld Certifi cate Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class C5.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfi eld Certifi cate Claim Against NG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class C6 NG Single- Each Holder of an Allowed NG        Impaired    nla nla Box        Single-Box Unsecured Claim Unsecured  shall receive, on the Initial      Entitled to Claims    Distribution Date, cash equal to    Vote their Pro Rata share of NG Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their ratable share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of AIlowed NG Single-Box Unsecured Claims shall be subject to the Distributable Value Adjustment Amount applicable to Class C6.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed NG Single-Box Unsecured Claim that receives 24 18-50757-amk Doe"2530 FILED 04/18/19 ENTERED O4ltBltg18:51:48 Page 31 oti215  ,
 
New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class C7 NG-FENOC      Each Holder of an Allowed NG-      Impaired    $82,61 1,834 30.7%
Unsecured      FENOC Unsecured Claim Claims against against NG shall receive, on the    Entitled to NG            Initial Distribution Date, cash    Vote equal to their Pro Rata share of NG Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their Pro Rata share ofNew Common Stock in equal amount, subject to the Equity Election Conditions, and subject to dilution for the Management Incentive Plan.
The aggregate amount of value available for distribution to Holders of Allowed NG-FENOC Unsecured Claims against NG shall be subject to the Distributable Value Adj ustment Amount applicable to Class C7.
In addition, to the extent there is an Effective Date Cash Distribution, any holder of an Allowed NG-FENOC Unsecured Claim Against NG that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class C8 Convenience    Each Holder of an Allowed          Impaired    nla          35.7%
Claims        Convenience Claim against NG that has properly elected to be    Entitled to treated as such on its Ballot      Vote shall receive, on the Initial Distribution Date, Cash in an amount equal to 34.5Vo of the Allowed Convenience Claim.
Class C9 Inter-Debtor  Each Holder of an Allowed          Impaired    nla          nla Claims        prepetition Inter-Debtor Claim against NG, if any, shall receive  Shall Not their Pro Rata share of the NG      Vote Unsecured Distributable Value.
In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against NG, the distributions on account of such 25 18-50757-amk Doc 2530 FILED 04ll-Bl"tg ENTERED 04/18/19 18:51:48 Page 32 of 215
 
prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against NG by including the recovery on such prepetition Inter-Debtor Claims against NG in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against NG.
Class      Interests in    Reorganized FES shall retain      Unimpaired    $0              Aa/o cl0        NG              ownership of all of the Interests in NG.                            Not Entitled to Vote (Deemed to Accept)
: 4.      FENOC Class      Claims and            Plan Tre*tment              Voting        Projected    Estimated trnterests                                        Rights    Allowed Claims  Percentage Recovery Under the Plan Class Dl    Other Secured  Each Holder shall receive, at the  Unimpaired    nla            nla Claims        option of FENOC, either: (i)
Against        payment in full in Cash; (ii)      Not Entitled FENOC          delivery of collateral securing    to Vote any such Claim and payment of      (Deemed to any interest required under        Accept) section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired.
Class D2    Other Priority Each Holder shall receive, at the  Unimpaired    nla            nla Claims        option of FENOC, either: (i)
Against        payment in full in Cash; or (ii)  Not Entitled FENOC          other treatment rendering such    to Vote Claim Unimpaired.                  (Deemed to Accept)
Class D3    FES.FENOC      Each Holder of an Allowed          Impaired      fi239,736,048  163%
Unsecured      FENOC-FES Unsecured Claim Claims against against FENOC shall receive, on    Entitled to FENOC          the Initial Distribution Date,    Vote cash equal to its Pro Rata share of FENOC Unsecured Dishibutable Value, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common 26 18-50757-amk Doc          2530    FILED O4lLBll-g ENTERED 04/18/19 1-8:51:48 Page 33 of                  21-5
 
Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan, pr ovided however, that such election shall only be available on account of the portion of the Allowed FENOC-FES Unsecured Claim guaranteed by FES. The aggregate amount of value available for distribution to Holders of Allowed FENC-FES Unsecured Claims against FEhIOC shall be subject to the Distributable Value Adj ustment Amount applicable to Class D3.
In addition, to the extent there is an  Effective Date Cash Distribution, any Holder of an Allowed FENOC-FES Unsecured Claim against FENOC that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class D4 FENOC          Each Holder of an Allowed            Impaired      $37,295,217      19.0%
Single-Box    FENOC Single-Box Unsecured Unsecured      Claim shall receive, on the          Entitled to Claims        Initial Distribution Date, cash      Vote equal to its Pro Rata share of (i) the FENOC Unsecured Distributable Value and (ii) the portion of the Reallocation Pool allocable to FENOC. The aggregate amount of value available for dishibution to Holders ofAllowed FENOC Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class D4.
Class D5 NG.FENOC      Each Holder of an Allowed NG-        Impaired      $82,611,834      16.4o/o Unsecured      FENOC Unsecured Claim shall Claims against receive, on the Initial              Entitled to FENOC          Distribution Date, cash equal to    Vote its Pro Rata share of FENOC Unsecured Distributable Value.
The aggregate amount of value available for distribution to Holders of Allowed NG-FENOC Unsecured Claims against 27 1-8*50757-amk Doc      2530    FILED    04/18/19 ENTERED              04/18/1-9 18:5[.148 i Page 34 of 21-5
 
FENOC shall be suhject to the Di stributable Value Adj ustment Amount applicable to Class D5.
Class D6    Convenience    Each Holder of an Allowed            Impaired    $15,766,808    24.30A Claims          Convenience Claim against FENOC that has properly              Entitled to elected to be treated as such on    Vote its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 24.3Vo of the Allowed Convenience Claim.
Class D7    Inter-Debtor    Each Holder of an Allowed            Impaired    $32,603,216    16.0o/o Claims          prepetition Inter-Debtor Claim against FENOC shall receive          Shall Not their Pro Rata share of the          Vote FENOC Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims, the distributions on account of such prepetition Inter-Debtor Claims against FENOC shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FENOC by including the recovery on such prepetition Inter-Debtor Claims against FENOC in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims asainst FENOC.
Class D8    Interests    ln On the Effective Date, Interests    Impaired    $0            0o/o FENOC          in  FENOC shall be cancelled and    released without        any Not Entitled distribution on account of such      to Vote Interests. On the Effective Date,    (Deemed to shares of new common stock of        Reject)
Reorganized FENOC shall be issued to Reorganized FES.
: 5.      FGMUC CIass      Claims rnd                    Stetus                  Voting        Projected  Estimated Interests                                            Rights    Allowcd Claims  Percentage Recovery Under the Plan Class E1  Other Secured    Each Holder shall receive, at the    Unimpaired  nla            nla Claims          option    of FGMUC, either: (i)
Asainst          payment in full in Cash: (ii)        Not Entitled 28 18-50757-amk Doc2530 FILED 04/18/19 ENTERED 04ltgltg 18:51:48 Page 35 ofJ215i
 
FGMUC          delivery  of  collateral securing  to Vote any such Claim and payment      of (Deemed to any interest required      under  Accept) section 506(h) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such              Claim Unimpaired.
Class E2 Other Priority Each Holder shall receive, at the    [/nimpaired nla          nJa Claims        option    of FGMUC, either: (i)
Against        payment    in fuIl in Cash; or (ii) Not Entitled FGMUC          other treatment rendering such      to Vote Claim Unimpaired.                    (Deemed to Accept)
Class E3 Mansfield      Each Holder of an Allowed            Impaired    $786,763,400 8.9o/o Certificate    Mansfield Certificate Claim Claims        against FGMUC shall receive,        Entitled to Against        on the Effective Date, New          Vote FGMUC          Common Stock subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FGMUC Unsecured Dishibutable Value, subject to (i) the reallocation of the Reallocation Pool to holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certifi cate Claims against FGMUC in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class E3.
Electing Bondholders shall receive, on the Initial Distribution Date or as soon as reasonably practicable thereaft er, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu ofNew Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FGMUC Unsecured Distributable Value, subject to the applicable Distributable Value Adjustment Amount, and subject to the reallocation of (i) the 29 18-50757-amk Doc 2530 FILED 04/L8/19 ENTERED 04/1-8/19 18:51:48 Page 36 of 215
 
Reallocation Pool to holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfi eld Certifi cate Claims against FGMUC in accordance with the preceding sentence shall be subject to the Distributable Value Adj ustment Amount applicable to Class E3.
In addition, to the extent there is an Effective Date Cash Distrihution, any Holder of an Allowed Mansfi eld Certificate Claim Against FGMUC that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
Class E4 FGMUC      Holders of FGMUC Single-Box          Impaired      $ 14,545,719  13.0%
Single-Box Unsecured Claims shall receive, Unsecured  on the Initial Distribution Date,    Entitled to Claims    cash equal to its Pro Rata share    Vote of (i) the FGMUC Unsecured Distributable Value, and (ii) the portion of the Reallocation Pool allocable to FGMUC. The aggregate amount of value available for distribution to Holders of Allowed FGMUC Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E4.
Class E5 Mansfield  Each Holder of an Allowed            Impaired      $ 178,028,883 8.9%
Indemnity  Mansfield Indemnity Claim Claims    against FGMUC shall receive,        Entitled to on the Initial Distribution Date,    Vote cash equal to the Pro Rata share of the FGMUC Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against 30 18-50757-amk Doc 2530 FILED 04/18/19 -ENTER.ED                      CI4/1-B/L9 18:5L:48 Page 37 of 215
 
FGMUC shall be subject to the Distributable Value Adj ustment Amount applicable to Class E5.
Class E6 Convenience  Each Holder of an Allowed          Impaired    $613,I51    18.0%
Claims      Convenience Claim against FGMUC that has properly            Entitled to elected to be treated as such on  Vote its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 18.0% of the Allowed Convenience Claim.
Class E7 Inter-Debtor Each Holder of an Allowed          Impaired    $367,534,565 8.6%
Claims      prepetition Inter-Debtor Claim against FGMUC shall receive        Shall Not their Pro Rata share of the        Vote FGMUC Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FGMUC against FGMUC by including the recovery on such prepetition Inter-Debtor Claims against FCMUC in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FGMUC.
Class EB Interests in In the discretion of the Debtors,  Unimpaired/  $o          0%
FGMUC        in consultation with the          Impaired Consenting Creditors and the Commiffee, Reorganized FG          Not Entitled shall continue to own all of the  to Vote Interests in FGMUC or FGMUC        (Deemed to shall be dissolved and all        Accept or Interests in FGMUC shall be        Reject) cancelled and released without any distribution on account of such Interests.
3l 1-8.50757-amk Doc 2530 FILED 04/1-8/1-9 ENTERED 04/18/19 1B:5;li4B j, Page 38 of 215
: 6.      FE Aircraft Class      Claims rnd                  Stntus                  Voting        Projected  Estimrted Inttrests                                        Rights    Allowed Clnims  Prrcentrge Recovery Under the Plen Class  Fl    Other Secured  Each Holder shall receive, at the  Unimpaired  nla            nla Claims        option of FE Aircraft, either: (i)
Against FE    payment in ftill in Cash; (ii)    Not Entitled Aircraft      delivery of collateral securing    to Vote any such Claim and payment of      (Deemed to any interest required under        Accept) section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired.
Class F2    Other Priority Each Holder shall receive, at the  Unimpaired  nla            nla Claims        option of FE Aircraft, either: (i)
Against FE    payment in full in Cash; or (ii)  Not Entitled Aircraft      other keatment rendering such      to Vote Claim Unimpaired.                  (Deemed to Accept)
Class F3    General        Each Holder of an Allowed          Impaired    nla            nJa Unsecured      General Unsecured Claim Claims        Against FE Aircraft shall          Entitled to Against FE    receive, on the Initial            Vote Aircraft      Distribution Date, its Pro Rata share of the FE Aircraft Cash Distribution Pool.
Class F4    Inter-Debtor  Each Holder of an Allowed          Impaired    nla            nla Claims        prepetition Inter-Debtor Claim against FE Aircraft if any, shall  Shall Not be treated pari passu wrth        Vote Unsecured Claims against FE Aircraft and will share in distributions from FE Aircraft.
In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against FE Aircraft, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FE Aircraft against FE Aircraft by including the recovery on such prepetition lnter-Debtor Claims against FE Aircraft in the calculation of the Unsecured 32 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED O4ltBl]-g 18:51:48 Page 39 ot"2!5                          :.
 
Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FE Aircraft.
Class F5    Interests in FE FE Aircraft shall be dissolved      Impaired    $0            0%
Aircraft        and Interests in FE Aircraft shall be cancelled and released          Not Entitled without any distribution on        to Vote account of such Interests.          (Deemed to Reiect)
: 7.      Norton Class      Claims and                    Status                Voting        Projected  Estimeted Interests                                          Rights    Allowed Claims Percentage Recovery Under the Plan Class G1    Other Secured  Each Holder shall receive, at the  Unimpaired  nla            n/a Claims          option ofNorton, either: (i)
Against        payment in full in Cash; (ii)      Not Entitled Norton          delivery of collateral securing    to Vote any such Claim and payment of      (Deemed to any interest required under        Accept) section 506(b) of the Bankruptcy Code;  (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired.
Class G2    Other Priority  Each Holder shall receive, at the  Unimpaired  nla            nla Claims          option ofNorton, either: (i)
Against        payment in full in Cash; or (ii)    Not Entitled Norton          other treatment rendering such      to Vote Claim Unimpaired.                  (Deemed to Accept)
Class G3    General        Each Holder of an Allowed          Impaired    n/a            nJa Unsecured      General Unsecured Claim Claims          Against Norton shall receive, on    Entitled to Against        the Initial Distribution Date, its  Vote Norton          Pro Rata share of the Norton Cash Distribution Pool.
Class G4    Inter-Debtor    Each Holder of an Allowed          Impaired    nla            nla Claims          prepetition Inter-Debtor Claim against Norton, if any, shall be    Shall Not treated pari passu with            Vote Unsecured Claims against Norton and will share in distributions from Norton. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against Nofton, the distributions on account of such prepetition Inter-Debtor JJ 1-B-50757-amk Doc          2530    FILED      04ru8/19 ENTERED 04/18/19 18:51:48 Page 40 of 21-5
 
Claims against Norton shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against Norton against Norton by including the recovery on such prepetition Inter-Debtor Claim s against Norton in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Dehtor Claims against Norton.
Class G5    Interests in    Reorganized FG shall retain      Unimpaired  $0                0%
Norton          ownership of all of the Interests in Norton.                        Not Entitled to Vote (Deemed to Accept)
E.      Voting on the Plan.
Only Holders of Claims in Classes A3-A8, 84-89, C3{8, D3-D6, E3-E6, F3, and G3 (the "Voting Classes") are entitled to vote on the Plan. Holders of all other Classes of Claims and Interests are deemed to: (i) accept the Plan because their Claims or Interests have already been or are being paid in full or are otherwise Unimpaired and deemed to accept; or (ii) reject the Plan because their Claims or Interests will receive no recovery under the Plan.
The Votine Ileadline is 4:00 n.m. (prevailins Eastern Time) on Julv 5. 2019. To be counted as votes  to accept or reject the Plan, all ballots (each, a "Ea[gI") and master ballots (each, a "Mastel Ballot") must be properly pre-validated (if applicable), executed, completed, and delivered (by using the return envelope provided either by first class mail, overnight courier, or personal delivery) such that they are actually received on or before the Voting Deadline by Prime Clerk LLC ("Prime Clgrk" or the "Solicitation Agent") as set forth below. Alternatively, the Debtors will be accepting ballots via electronic, online transmission through an E-Ballot platform available on Prime Clerk's website at https://cases.primeclerk.com/FES/EBallot-Home. Holders of Claims may cast an E-Ballot and electronically sign and submit such ballot via the platform, provided that the E-Ballot is submitted on or before the Voting Deadline. Instructions for casting an electronic ballot are available on Prime Clerk's website (https://cases.primeclerk. com/fes/Home-Index).
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DELTVERY OF'BALLOTS BALLOTS ANI} MASTER BALLOTS, AS APPLICABLE, MUST BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEAI}LINE, WIIICH IS 4:OO P.M.
(PREVAILING EASTERN TIME) ON JULY 5,2019, AT THE FOLLOWTNG ADDRESSES:
FOR ALL BALLOTS- INCLUDING MASTER BALLOTS VIA F'IRST CLASS MAIL. OVERNIGHT COURIER OR HAND DELIYERY:
FES BALLOT PROCESSING c/o PRIME  CLERI( LLC 830 THIRr) AVEFIUE, 3Rr) FLOOR NEW YORK, NY 10022 IF YOU RECEIVED AN EI\TVELOPE ADDRESSED TO YOUR INDENTURE TRUSTEE, PLEASE ALLOW ENOUGH TIME WHEN YOU RETURN YOUR BALLOT FOR YOUR INDENTURE TRUSTEE TO CAST YOUR YOTE ON A MASTER BALLOT BEFORE THE VOTING DEADLINE.
BALLOTS RECETVED VIA EMAIL OR FACSIMTLE WILL NOT BE COUNTEI}.
IF YOU HAVE AI\[Y QUESTIONS ON THE PROCEI}URE FOR VOTING ON THE PLAN, PLEASE CALL THE DEBTORS' RESTRUCTURING HOTLINE AT:
DOMESTIC: 855-934-8766 INTERNATIONAL      z 917 -87 7-5963 WEBSITE: https ://cases.primeclerk.com/fes/Ilome-Index IF YOU HAVE ANY QUESTIONS ABOUT THE VOTING PROCESS,                                  PLEASE CONTACT THE SOLTCITATION AGENT. AI{Y BALLOT RECEIVED AFTER THE VOTING DEADLINE OR OTHERWISE NOT IN COMPLIANCE WILL NOT BE COUNTEI} EXCEPT IN THE DEBTORS' SOLE DISCRETION.
F.      Confirmation Process.
At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan should be confirmed in light of both the affirmative requirements of the Bankruptcy Code and any objections that are timely filed. For a more detailed discussion of the Confirmation Hearing, see Section VII of this Disclosure Statement, entitled "Confirmation of the Plan," which begins on page 147.
Following Confirmation, subject to the conditions precedent in Article IX of the Plan, the Plan will be consummated on the Effective Date. Among other things, on the Effective Date, certain release, injunction, exculpation, and discharge provisions set forth in Article VIII of the Plan will become effective. As such, it is important to read the provisions contained in Article VIII of the PIan very carefully so that you understand how Confirmation and Consummation-which effectuates such provisions-will affect you and any Claim or Interest you may hold against the Debtors so that you cast 35 18{50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/19 18:5tl48                            i Page 42 ot 2L5
 
your vote accordingly. The releases are descrihed in Section VI.[ of this Pisclosure Statement.
entitled 6(Settlement. Release. Iniunction. and Related Provisions" which besins on nase 139.
G.      The Plan Supplement.
In connection with the Plan, the Debtors will file certain documents providing details about the implementation of the Plan (the "Plan Supplement"), ns set forth below, no later than ten (10) business days prior to the deadline to vote to accept or reject the Plan as set forth in the Disclosure Statement Order (the "Voting Deadline"), or such other date as may be approved by the Bankruptcy Court.
The Debtors will serve a notice that will inform all parties that the Plan Supplement was filed, list the information included therein, and explain how copies of the Plan Supplement may be obtained. The Plan Supplement will include the following:
            . New Organizational Documents; r  the list of Assumed Executory Contracts and Unexpired Leases; r  the list of Rejected Executory Contracts and Unexpired Leases;
            . a list of retained Causes of Action; r  the Management Incentive Plan;
            . the identity of the members of the New Holdco Board and management for the Reorganized Debtors;
            . the PIan Administrator Agreement; r  the Transition Working Group Management Agreement;
            . the Reorganized Debtor Stockholders' Agreement; r  the New Management Employment Contracts; and
            . the form of Mansfield Unit  I Transfer Agreement.
THE FOREGOING EXECUTIVE
 
==SUMMARY==
IS ONLY A GENERAL OVERVIEW OF THIS DISCLOSURE STATEMENT AND THE MATERIAL TERIVTS OF, AND TRANSACTIONS PROPOSEI} BY, THE PLAFI, ANI} IS QUALIFIEI} IN ITS ENTIRETY BY REF'ERENCE TO, AND SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED DISCUSSIONS APPEARING ELSEWHERE IN THTS I}ISCLOSURE, STATEMENT AND THE EXHTBITS ATTACHED TO THIS DISCLOSURE STATEMENT, INCLUDING THE PLAN.
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THE BOARI) OF MANAGERS OR DTRECTORS (AS APPLTCABLE) OR THE SOLE MEMBER OF EACH OF THE I}EBTORS HAS UNANIMOUSLY APPROVED THE TRANSACTIONS CONTEMPLATED BY, AND/OR I}ESCRIBED IN, THE PLAN ANI}
DESCRTBED IN THIS DISCLOSURE STATEMENT AND RECOMMENDS THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN.
RECOMMENDATION BY THE OF'F'ICIAL                      MMITTEE OF UNSECURED CREDITORS THE OFFICIAL COMMITTEE OF'UNSECURED CREDITORS APPOINTED IN THESE CHAPTER 11 CASES AS A FIDUCIARY FOR ALL UNSECURED CREDITORS OF THE DEBTORS HAS DETERMINEI} THAT THE TRANSACTIONS CONTEMPLATEI} BY, AND/OR DESCRIBED IN, THE PLAN AND DESCRIBED IN THIS DISCLOSURE STATEMENT ARE IN THE BEST INTERESTS OF ALL UNSECURED CREDTTORS AND RECOMMENDS THAT ALL HOLDERS OF UNSECURED CLAIMS VOTE TO ACCEPT THE PLAN. A LETTER FROM THE OFFICIAL COMMITTEE OF TJNSECURED CREDITORS TO HOLDERS OF'UNSECURED CLAIMS IS INCLUDED IN THE SOLICITATION PACKAGE SENT TO CREDITORS ELIGIBLE TO VOTE ON THE PLAN AND IS ATTACHED HERETO AS EXHIBIT I.
II. Votine Instructions A.      Holders of Claims and Interests Entitled to Vote on the Plan.
Underthe applicable provisions of the Bankruptcy Code, not all Holders of Claims and Interests are entitled to vote on the Plan. Pursuant to this Disclosure Statement, the Debtors are soliciting votes to accept or reject the Plan only from the Voting Classes. The Debtors are  p!  soliciting votes from Holders of the remaining Classes of Claims and Interests who are deemed to reject the Plan or are presumed to accept the Plan because: (i) their Claims are being paid in full; (ii) their Claims or Interests are being Reinstated; or (iii) they are not receiving or retaining any property under the Plan on account of their Claims or Interests.
B.      Voting Record Date.
The Votine Record Date is Mav 20.2019. The Voting Record Date is the date on which it will be determined which Holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan and whether Claims have been properly assigned or transferred under Bankruptcy Rule 3001(e) such that an assignee can vote as the Holder of a Claim.
C.      Equity Election Record Date.
The Equity Election Record Date is January 23, 2079, or such later date as agreed to by the Debtors with the consent of the Requisite Supporting Parties and the Committee. Holders of certain Classes of General Unsecured Claims are eligible to elect to receive equity in the Reorganized Debtors rather than Cash, in satisfaction of their Allowed Claims (an "Equity Election"). All Holders of Allowed General Unsecured Claims eligible to make an Equity Election who wish to make such Equity Election with respect to their Allowed Claims are required to certifu on their ballots that they (i) were the beneficial holder of such Claim as of the applicable Equity Election Record Date and have not sold, 3t 18-50757-amk Doc          2530      FILED    04/18/19 ENTERED          04/1-8/19  LB:51:48 Page 44 ot 2L5
 
transferred, or provided a participation in such Claim, or directly or implicitly agreed to do so following the applicable Equity Election Record Date or (ii) are otherwise a party to the Restructuring Support Agreement and the beneficial holder of such Claim and such Claim was subject to the Restructuring Support Agreement as of the applicable Equity Election Record Date. Any Holder of an Allowed General Unsecured Claim who is not party to the Restructuring Support Agreement who sells their Claim after the Equity Election Record Date will not be permitted to make an Equity Election under the Plan. Further, any Holder that buys a General Unsecured Claim after the Equity Election Record Date, if such Claim is not subject to the Restructuring Support Agreement as of the Equity Election Record Date, will not be entitled to make an Equity Election under the Plan, to the extent that such General Unsecured Claim is Allowed, and will only be permitted to receive an equivalent Cash distribution on account of such General Ijnsecured Claim.
D.      Voting on the Plan.
Only the Voting Classes are entitled to vote on the Plan. Holders of all other Classes of Claims and Interests are deemed to: (i) accept the Plan because (a) their Claims are being paid in full or (b) their Claims or Interests are being Reinstated; or (ii) reject the Plan because they are not receiving or retaining any property under the Plan on accourt of their Claims or Interests.
The Votins lleadline is 4:00 p.m. {prevailins Eastern Tllne} on Julv 5.2019. To be counted as votes to accept or reject the Plan, all Ballots and Master Ballots must be properly executed, completed and delivered to Prime Clerk (either by using the E-Balloting Portal submission, by first class mail, by overnight courier or by personal delivery) such that they are actuallv received on or before the Voting Deadline by the Solicitation Agent as set forth herein:
E.      Ballots Not Counted.
A Ballot mav not be counted toward Conlirmation if. amone other thinss: (i) it is properly completed, executed, and timely retumed to Prime Clerk, but does not indicate either an acceptance or rejection of the Plan; (ii) the Holder of a Claim entitled to vote to accept or reject the Plan votes to both accept and reject the Plan; (iii) in the absence of any extension of the Voting Deadline by the Debtors, the Ballot is received after the Voting Deadline; (iv) it is illegible or contains insufficient information to permit the identification of the claimant; (v) it was submitted by a person or entity that does not hold a Claim that is entitled to vote to accept or reject the Plan; (vi) it was submitted by a Holder of a Claim that meets the following criteria (a) as of the Voting Record Date, the outstanding amount of such claim is not greater than zero ($0.00;; (b) as of the Voting Record Date, such claim has been disallowed or expunged; (c) the Debtors scheduled such claim as contingent, unliquidated, or disputed and a proof of claim was not filed by the General Bar Date or deemed timely filed by order of the Court at least five (5) business days prior to the Voting Deadline; or (d) such claim is subject to an objection that remains unresolved (subject, however, to the rights of any Holder of the Claim under Fed. R. Bankr. P. 3018 to have such Claim allowed for voting purposes); (vii) it is unsigned; (viii) it was submitted or transmitted to Prime Clerk by fax, e-mail, or other electronic means of transmission (other than the E-Ballot platform available on Prime Clerk's website), unless otherwise agreed to by the Debtors.
IF YOU HAVE A}[Y QUESTIONS ABOUT THE VOTING PROCESS, PLEASE CONTACT THE SOLICITATION AGENT. ANY BALLOT RECETVED AFTER THE VOTING DEADLINE OR OTHERWISE NOT IN COMPLIANCE WITH THE WILL NOT BE COUNTED EXCEPT IN THE DEBTORS' SOLE I}ISCRETTON.
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[II,      Ihe Debtors' Business Operations and Capital Structure A.        Overview of the Debtors' Corporate Structure.
Each of the Debtors is a direct or indirect subsidiary of FE Corp. FE Corp. is also the ultimate parent company to multiple other non-Debtor entities. These non-Debtor entities include FE Corp.'s regulated distribution and transmission utility businesses, regulated generation business, and FirstEnergy Service Company ("FESC"), which provides various intercompany services to the Debtors, as well as to the other FE Non-Debtor Parties.
The following chart is a simplified representation of the Debtors' corporate structure as of the Petition Date:rr FE  Corp.
FESC*        FENOC        FES
                                                @l              NG            FG FGMUC NE5 As of December31,2018, FES reportedtotal assets of approximately $6.1 billion, and FENOC reported total assets of approximately $l.l billion. For the period April 1,2018 through December 31, 2018, FES's consolidated revenues were approximately $1.9 billion, and FENOC's revenue was approximately $3 57,000.
B.        The Debtors' Business Operations FES and its management team have significant experience as leaders in the electricity industry.
As of the Petition Date, FES had three distinct business units:
a  FES's competitive electricity generation through its fossil generation plants owned by FG and its subsidiary FGMUC (the "Fo,gSi!-EUiness");
t  FES's competitive electricity generation through its nuclear generation plants owned by NG and operated by FENOC (the "Nuclear Business"); and a  FES's competitive retail electricity sales and related operations (the "Retail Business").
rr Asterisks in the chart reflect non-Debtor entities.
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: 1.      FES FES was organized under the laws of Ohio in 1997. FES sells power and provides enerry-related products and services to retail and wholesale customers primarily in Illinois, Maryland, Michigan, New Jersey, Ohio and Pennsylvania. FES employs 35 individuals. FES's corporate group is comprised of: (i)
FG, the owner and operator of the fossil generation plants; (ii) FG's subsidiaries, including FGMUC and Norton Energy Storage L.L.C. ("NES."); (iii) NG, the owner of the nuclear generation plants; and (iv) FE Aircraft Leasing Corp. ("FE Aircraft").
: 2.      FG FG was organized under the laws of Ohio in 2000. FG owns and operates the coal powered W.H.
Sammis Plant    in Stratton, OH, which is composed of seven units and five Electro-Motive Diesels
("EMDs") and has a net demonstrated capacity ("Net Demonstrated          Cry      ) of ?,270 MWs along with the natural gas and oil powered West Lorain Plant in Lorain, OH, which is composed of six units and has a Net Demonstrated Capacity of 545 MWs of electricity (the "West Lorain Plant"). The Debtors entered into an asset purchase agreement for the sale of the West Lorain Plant and the sale closed on March}l, 2019.
Additionally, FG owns Unit 2 and Unit 3 and approximately 6Yo of Unit I at the coal-fired Bruce Mansfield Plant in Shippinglrort, PA, which is composed of three units and has a Net Demonstrated Capacity of 2,490 MWs (the "Mansfield Plant"). The remainder of Mansfield Unit I is owned by other parties and leased to FG under a series of sale-leaseback arrangements (collectively, the "Mansfield Sale-Leaseback Transaction"). Mansfield Units 1 and 2 were deactivated as of February 5, 2019. The Debtors plan to deactivate Unit 3 in June 2021.
In connection with the FE Settlement Agreement, FG is also seeking authorization to acquire the Pleasants Power Plant in Pleasant County, West Virginia (the "Pleasants Power Plant"), which is comprised of two 650 megawatt coal-fired units.12 FG currently sells the entire generation output from its plants to FES. FG also maintains contracts to purchase the fuel necessary to produce its generation. FG has 549 employees.
(a)    FGMUC FGMUC is a subsidiary of FG and was organized under the laws of Ohio in 2007. FG owns Units  2 and 3 of the Bruce      Mansfield Plant, ffid operates all three units pursuant to an operating agreement, which generally provides that FG will operate and dispatch the Bruce Mansfield Plant according to PJM uiteria. Separately, FG has assigned its leasehold interests in the Mansfield Sale-Leaseback Transaction to FGMUC. FGMUC and FG are parties to a power purchase agreement pursuant to which FGMUC sells the entire output from Unit 1 of the Bruce Mansfield Plant to FG. Under the power purchase agreement, FG has agreed to purchase the entire output as well as to arrange for all transmission, generation costs, losses, and related services at and from the specified delivery point.
FGMUC does not have any employees.
  " See Debtors' Motion in Furtherance of Settlement Agreement for Entry of an Order (I) Authorizing, Nunc Pro Tunc to December 31, 2018, FirstEnerg,t Generation, LLC's Entry Into and Assumption of the Pleasants Power Station Asset Purchase Agreement; (II) Authorizing FirstEnergt Generation, LLC's Entry Into the Disposal Agreement on the Closing Date; (III) Authorizing the Debtors' Performance Ilnder Such Agreements; (V)
Authorizing the Transfer of the Pleasants Power Station to the Debtors; and (lV) Granting Related Relief [Docket No.20521.
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(b)      NES NES is a subsidiary of FG and was organized under the laws of Delaware in 1999. NES is a non-operating entity that owns 92 acres of surface property in Norton, OH, and the rights to use the Norton Mine (formerly known as the Barberton Mine) for compressed air storage. NES also does not have any employees.
: 3.      NG NC was organized under the laws of Ohio in 2005. NG owns four nuclear generating units, composed of two units at the Beaver Valley Power Station in Shippingport, PA ("Beaver Valley"), one unit at the Davis-Besse Nuclear Power Station in Oak Harbor, OH ("Davis-Besse"), and one unit at the Perry Nuclear Power Plant in Perry, OH ("Perry"). NG's nuclear plants have a Net Demonstrated Capacity of 4,048 MWs. However, the Debtors have initiated the steps to deactivate the Beaver Valley, Davis-Besse and Perry plants.
The U.S. Nuclear Regulatory Commission ("NRC") requires that licensees set aside sufficient funding for radiological decommissioning of nuclear power reactors. The range of funding required to be set aside depends on many factors, including the timing and sequence of the decommissioning program to be employed, the method of decommissioning cost analysis, the size and design of the reactor and facility, its location, labor costs and certain radioactive waste management costs. Pursuant to this mandate, NG has obligations to fund four separate nuclear decommissioning trusts ("NDTs"), one for each unit. As of December 37,2018, the NDTs had assets of approximately $ I .8 billion.
The following table summarizes the current operating license expiration for NG's nuclear facilities in service:
Station                          In-Service Date                Current License Expiration Beaver Yalley Unit      I              t976                                2036 Beaver Valley Unit 2                    1 987                                2047 Perry                                    1986                                2025" Davis-Besse                            1977                                2037
: 4.        FENOC FENOC was organized under the laws of Ohio in 1998. FENOC is an affiliate of FES and a direct subsidiary of FE Corp. Pursuant to a Master Nuclear Operating Agreement and NRC requirements,
  '' Peny is capable of filing for a license renewal that would add 20 years to the operating license, resulting in a license expiration of 2A46.
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FENOC operates the four nuclear generation units owned hy            NG. FENOC provides engineering, supervisory, operating, maintenance, and other services that may be required to operate and maintain the nuclear facilities. FENOC renders these services at cost. FENOC also provides certain services to non-Debtor affiliates, which are paid by the direct charge method through non-Debtor FESC. FENOC has 2,219 employees.
: 5.        FESC Non-Debtor FESC was organized under the laws of Ohio in 2001. FESC is a direct subsidiary of non-Debtor FE Corp. and an affiliate of FES and FENOC. FESC provides vital shared services ("Shared Services"), such as payroll and procurement for the Debtors, as well as non-Debtor FE Corp. and its non-Debtor subsidiaries. The services are integral to the Debtors' husiness operations, and also generate significant cost savings for the various entities.
In accordance with the FE Settlement Agreement, FESC and the Debtors assumed pursuant to Section 365 of the Bankruptcy Code, an amended shared services agreement (the "Amended Shared Services Agreement"), which was approved by the Court as part of the Debtors' entry into the FE Settlement Agreement. Pursuant to the Amended Shared Services Agreement, the Debtors will have access to shared services through the earlier of (i) 30 days after receipt of a written notice of payment default that goes uncured or (ii) June 30, 2020. The Debtors are in the process of separating their businesses from those of the FE Non-Debtor Parties, as set forth in the FE Settlement Agreement. The Debtors will have the ability, pursuant to the terms of the Amended Shared Services Agreement, to "step-down" the level of services they receive over time as the process of separating their businesses proceeds.
Once the Debtors have fully separated from the FE Non-Debtor Parties, they will no longer receive services pursuant to the Amended Shared Services Agreement. On January 15, 2019, the Debtors received a written notice of payment default under the Amended Shared Services Agreement relating to a dispute over the Debtors' obligations to pay FESC for portions of the costs associated with a voluntary employee retirement program offered to FESC employees. As of the date hereoe the Debtors and the FE Non-Debtor Parties are attempting to resolve the matter without litigation.
The shared services provided under the Amended Shared Services Agreement include, among other things, certain:
I    legal functions; a    human resources functions; a    treasury functions; a    enterprise and market risk management functions; a    controller functions; t    federal, state, and local tax services; ll  fi nancial planning functions ;
I    strategy and business development functions; I    information technolo gy and infrastructure services ;
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a  external affairs, including political and regulatory advocacy; a  investor and media relations; a  corporate secretarial, security, compliance, and ethics issues; I  internal auditing and Sarbanes-Oxley compliance        ;
I  supply chain services; t  business services admini stration; t  facility design and construction and real estate management; and a  generation support services, including fleet engineering, operations and outage support.
C.      Capital Structure of the Ilebtors
: 1.        FES Debt As of the Petition Date, FES had approximately $1.5 billion of funded indebtedness in addition to the indebtedness of FG and NG that it has guaranteed. That amount included approximately $700 million of a secured revolving credit facility provided by FE, Corp.,1a $332 million in outstanding principal amount of 6.05% unsecured notes due 2021, and $363 million in outstanding principal amount of 6.80%
of unsecured notes due 2039. FES also had a $150 million credit facility with Allegheny Energy Supply Company, LLC (".{ESupply"), under which $102 million was due and owing on April 2, 2018.
: 2.        f,'G and NG Debt FG has approximately $1 billion of funded indebtedness in addition to the indebtedness of FES and NG that it has guaranteed. That amount includes $328 million in outstanding principal amount of secured PCNs that support tax-exempt pollution control revenue bonds ('PCRBs") and $677 million in outstanding principal amount of unsecured fixed-rate PCNs that support additional tax-exempt PCRBs.
The PCRBs are issued by various Ohio and Pennsylvania state authorities and the secured PCNs are secured by first mortgage bonds issued by FG which are in turn secured by a first lien security interest granted by FG on substantially all of its property, plant, and equipment used in the generation and production of electricity.
As discussed above, FG is also the lessee under the Mansfield Sale-Leaseback Transaction pursuant to which FG made semi-annual payments to the six lessor trusts. FES guarantees the payment and perfoffnance obligations of FG under the Mansfield Sale-Leaseback Transaction. In connection with the Mansfield Sale-Leaseback Transaction, the lessor trusts issued notes secured by, inter alia, the owner/lessors' respective interests in Mansfield Unit 1 to a pass-through trust that issued and sold pass-
    'o The secured revolving credit facility is $500 million for general purposes (of which $500 million has been drawn) and $200 million for surety support (of which $200 million has been pledged). The secured revolving credit facility is secured by first mortgage bonds issued by FG and NG, which are in turn secured by a first lien security interest granted by FG and NG, as applicable, on substantially all of their respective property, plant, and equipment used and
  . useful in the generation and production of electric energy, including the plants referenced above. The secured revolving credit facility is also guaranteed by FG and NG.
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through trust certificates publicly,      of which $769 million in      aggregate principal amount remains outstanding.
Pursuant to the Mansfield Sale-Leaseback Transaction, FG entered into six substantially identical tax indemnity agreements (the "Mansfield Tax Indemn                        '), pursuant to which FG agreed to indemniff the beneficial owner of each of six lessor trusts (each such beneficial owner, a "Mansfield Owner Participant") for the loss of certain assumed tax benefits and for certain inclusions in taxable income in accordance with the terms and conditions of such Mansfield Tax Indemnity Agreements.
Similar to FG's payment and perforrnance obligations under the Mansfield Facility Lease Agreements, FE,S guaranteed FG's obligations under the Mansfield Tax Indemnity Agteements.
As discussed in greater detail herein, the Debtors have sought to reject certain agreements entered into with respect to the Mansfield Sale-Leaseback Transaction and have entered into a settlement pursuant to which certain claims arising from the rejection will be allowed and the interests in Mansfield Unit 1 will  be transferred to the Debtors.
NG has approximately $1.1 billion of funded indebtedness in addition to the indebtedness of FES and FG that it has guaranteed. That number includes $ZgS million of secured PCNs that support tax-exempt PCRBs and $842 million of unsecured PCNs that support additional tax-exempt PCRBs. The secured PCNs are secured by first mortgage bonds issued by NG which are in turn secured by a first lien security interest granted by NG on substantially all of its property, plant, and equipment used and useful in the generation and production of electricity.
: 3.      Guarantees On March 26,2007, FG andNG each entered into downstream guarantees with FES, and FES entered into upstream guarantees with FG and NG. The downstream and upstream guffantees covered the following identical enumerated categories of outstanding indehtedness: (i) all obligations of the entity for borrowed money, or with respect to deposits or advances of any kind, or for the deferred purchase price or property or services, excluding, however, trade accounts payable incurred in the ordinary course of business; (ii) all obligations of the entity evidenced by bonds, debentures, notes, or similar instruments; (iii) all obligations of the entity upon which interest charges are customarily paid; (iv) all obligations under leases that shall have been or should be, in accordance with generally accepted accounting principles in the United States, in effect from time to time, recorded as capital leases in respect of which the entity is liable as lessee; (v) reimbursement obligations of the entity (whether contingent or otherwise) in respect of letters of credit, bankers' acceptances, surety or other bonds and similar instruments; and (vi) obligations of the entity under direct or indirect guarantees 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 the kinds referred to above. These guarantees do not include, among other things, (x) indebtedness that provides that such indebtedness is not entitled to the benefits of the guaranty and (y) any indebtedness owing to any FE Corp. subsidiary.
IV.      The Events Leadins to the Debtors' Financial DifficJlties A.        History of the Ilebtors Non-Debtor FE Corp., the ultimate parent company of each of the Debtors in these Chapter I I Cases, is a public    utility holding company headquartered in Akron, Ohio. FE Corp. had its beginning through the merger of Ohio Edison Company and the former Centerior Energy Corporation in 1997.
Subsequent to the completion of the merger, FE Corp. was the I lth largest investor-owned electric system in the nation,'based on annual electric sales of 64 million MWhs.
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In 2001, FE, Corp. doubled its revenue (to more than $12 billion) and its customers served (to more than 4.3 million) when it merged with the former GPU, Inc. ("GPU"), a company that served 2.1 million customers in Pennsylvania and New Jersey.
A decade after the GPU merger, in 2011, FE Corp.completed another merger with the former Allegheny Enerry, Inc. ("{E"), a company that serued 1.6 million customers in Pennsylvani4 West Virgini4 Maryland and Virginia. The AE merger more than doubled the size of FE Corp.'s coal fired fleet.
Non-Debtor AE Supply was organized under the laws of the State of Delaware in 1999. AE Supply provided energ/-related products and services to Debtor FES until the termination of the relevant PPA in April 2017. AE Supply, together with FES and its subsidiaries, comprised FE Corp.'s competitive energy services ("eES") reportable operating segment. AE Supply continues to provide capacity to FES and also purchases fuel from the Debtors.
FE Corp. is both a secured creditor and an unsecured creditor of FES and an active participant in the Debtors' chapter 11 cases. On the Petition Date, FE Corp. was owed $700 million on account of the secured revolving credit facility and approximately $1.4 billion in unsecured debt obligations, including claims asserted against multiple Debtors. As discussed herein, each of these claims is being waived pursuant to the FE Settlement Agreement. In addition, FE Co.p., FESC, and other non-Debtor affiliates are parties to various intercompany agreements with the Debtors and FE Corp. has guaranteed certain other obligations of the Debtors. As described throughout this Disclosure Statement, intercompany considerations have played a key role in the Debtors' Chapter 1 I Cases.
B.      Impairments to the Value of the Debtors' Business In July 2076, as part of an ongoing process to evaluate its overall generation business, FE Corp.
and FES filed an 8-K with the SEC, announcing their intent to exit the 136 MW Bay Shore Unit 1 generating station by October 2020 and to deactivate Units 1-4 of the W.H. Sammis generating station totaling 720 MWs by May 2A20, resulting in a $647 million ($517 million at FES) non-cash pre-tax impairment charge in the second quarter of 2016.
Furthermore, in a November 2016 8-K and l0-Q filed with the SEC, FE Corp. announced that it had begun a strategic review of its competitive operations as it transitioned to a fully regulated utility with a target to implement its exit from competitive operations by mid-2018. FE Corp. indicated its intent to exit the merchant generation business and its exploration of various strategic options that could include a bankruptcy filing of FES and certain of its subsidiaries. Moody's subsequently downgraded the credit rating of FES to Caal.
In their Form 10-K filed with the SEC on February 21,2077, FE Corp. and FES reported that, due to the stress of weak energy prices, inadequate results from recent capacity auctions and poor demand forecasts that have lowered the value of the business, the competitive business continued to be managed conservatively. The CES segment's contract sales were expected to decline from 53 million MWhs in 2016 to 40-45 million MWhs in2017 and to 35-40 million MWhs in 2018. While the reduced contract sales were expected to decrease potential collateral requirements, market price volatility was also anticipated to significantly impact the competitive generation businesses' financial results due to the increased exposure to the wholesale spot market.
Additionally, as a result of FE Corp.'s targeted exit from competitive operations by mid-2018, significantly before the end of certain long-lived assets' original useful lives, CES recorded a non-cash pre-tax impairment charge of $9.2 billion ($8 billion at FES) in the fourth quarter of 2016 to reduce the 4s 18-50757-amk Doc 2530 FILED 04/1B/J.9 ENTERED 04/18/19 18:5L:48 Page 52 of                                        21-5
 
carrying value of certain assets to their estimated value, including long-lived assets, such as generating plants and nuclear fuel, as well as other assets such as materials and supplies. Further, as reported in its Form IO-K on February 20,2018, FES concluded that its nuclear facilities would likely be either deactivated or sold before the end of their estimated useful lives,rs and FES recorded a pre-tax charge of
    $2.0 billion in the fourth quarter of 2017 to fully impair the nuclear facilities, including the generating plants and nuclear fuel as well as to reserve against the value of materials and supplies inventory and to increase its asset retirement obligation ("ARO").
C.        Regulatory and Legislative Ilevelopments
: 1.      NRC Matters Under NRC regulations, nuclear operators are subject not only to rigorous nuclear safety requirements, but also certain financial assurance obligations. For example, the NRC requires that nuclear power plant licensees must provide financial assurance that adequate funds will be available to decommission their facilities at the time permanent termination of operations is expected. The NRC establishes funding obligations that must be set aside for each reactor, using a formula set forth in its regulations. As of December 31,2018, there was approximately $1.8 billion accumulated in NDTs pursuant to NRC requirements, as discussed above. The values of NDTs fluctuate based on market conditions.
NRC regulations also require that nuclear operators manage spent nuclear fuel generated from their facilities until its pickup by the U.S. Department of Enerry ("DOE"). Such costs generally include, among other things, the costs of consffucting and maintaining independent fuel storage installations. NG largely recovers spent fuel management costs from the DOE, pursuant to a settlement agreement with the government resulting from DOE's breach of an agreement to pick up the spent nuclear fuel by a specified earlier date. In addition, NG may be able to draw from excess resources in one or more of its NDTs to fund spent fuel management.
NRC regulations require that nuclear operators provide assurance of funding for the decommissioning      of independent spent fuel storage installations. NG has funded a $10 million supplemental trust since 2016 to support the decommissioning of these facilities.
Since May 2016, FES has provided a parental financial support agreement to NG of up to $400 for  expenses of operating the nuclear units safely and meeting NRC requirements until the units permanently cease operations. The NRC prohibits NG from taking any action to void the support agreement without its consent. The parental support agreement provides additional assurance that merchant nuclear power plants, including NG's nuclear units, have the necessary financial resources available to maintain safe operations, particularly in the event of an unplanned outage lasting six months or more.
On March27,2018, the Environmental Law and Policy Center ("ELPC") filed a petition before the NRC requesting that the NRC demand site-specific decommissioning cost estimates for the Debtors' four nuclear units, as well as other information related to decommissioning funding plans and funds set aside. This petition was filed pursuant to 10 CFR $ 2.206, which permits members of the public to request the NRC take certain regulatory actions-although the NRC is not required to take any action as a result of a petition filed under this regulation. On January 8, 2019, the NRC director for nuclear reactor regulation issued a proposed decision denying the ELPC's petition, concluding that the petition has "an insufficient basis on which to take enforcement action, issue civil penalties, or suspend a license," and rs Ultimately, the Debtors filed deactivation notices for the nuclear power plants on March 28, 2018.
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explaining that the NRC has            a thorough regulatory framework          in  place  to monitor    licensee decommissioning funding plans and address any shortfalls. ELPC filed comments on the proposed director's decision on January 22,2079. On April 4,2019, the NRC issued a final decision denying the ELPC's petition.
On March 15, 2019, the appropriate Debtor entities filed nuclear decommissioning funding status reports with the NRC, pursuant to the requirements of 10 CFR $ 50.75(0 for each of the nuclear units (the "Funding Status Reports"). These Funding Status Reports provide site-specific decommissioning cost estimates for the four units, as follows (in 2014 dotlars):16 a  Beaver Valley Power Station - Unit      l:  $693,838,000 a  Beaver Valley Power Station - Unit    2:  $700,674,000 a  Davis-Besse Power      Station:            $842,383,000 a  Perry Power  Plant:                        $1,043,344,000 These estimates are based on certain assumptions set forth in the Funding Status Reports. The Funding Status Reports filed with the NRC contain additional information on the site-specific decommissioning cost estimates and calculation methodologies.
The Funding Status Reports also set forth the current funding status of the Debtors' NDTs. Based on December 3I,2018 balances, the NDTs with respect to Beaver Valley Unit 1 and Perry Power Plant were underfunded by approximately $78 million and $5 million, respectively. The Funding Status Reports further indicate that the NDT with respect to the Perry Power Plant experienced a market recovery in January 2A19, and a shortfall with respect to such NDT no longer exists pursuant to NRC regulations. The Debtors will cure any NDT shortfalls as required by NRC regulations. The Funding Status Reports indicate that the NDT's for Beaver Valley Unit 2 and Davis-Besse meet NRC minimum funding requirements or have a surplus funding amount. The calculation of whether the NDTs meet minimum funding requirements under NRC regulations is based on certain assumptions set forth in the Funding Status Reports, including the assumed use of the SAFSTOR method to decommission the units over a period of 60 years.
The ELPC, on behalf of the Citizen Organizations,rT have also asserted that FE Corp. remains liable under a certain legacy nuclear support agreement between FE Corp. and NG with respect to two of the Debtors' nuclear units - Davis-Besse Power Station and Beaver Valley Power Station Unit 1. The Debtors believe this is incorrect. FE Corp. and NG originally entered into a nuclear support agreement on June 1, 2005. In a June 30, 2015 license transfer application filed with the NRC concerning the consolidation of ownership of the Perry Nuclear Power Plant, FENOC and NG requested termination of the 2005 support agreement provided by FE Corp. and replacement of that agreement with the current support agreement provided by FES as the supporting parent entity.l8 On April 15, 2016, the NRC 16 The Funding Status Reports also include certain estimated amounts in 2018 dollars using an assumed escalation factor.
  '' The Citizen Organizations is composed    of the ELPC, Ohio Citizen Action, Ohio Environmental Council and Environmental Defense Fund.
  'r See Application for Order Consenting to Transfer of Licenses and Approving Conforming License Amendments, 1at 7 (June 30,2015) (ADAMS Accession No. MLl5l8l4,366) ("In connection with the proposed transfer, tNG]
  ,proposes to terminate the existing agreement with FE, and enter into a new financial support agreement with FES in the amount of $400 million.").
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approved the Perry Nuclear Power Plant license transfer and agreed to the termination of the 2005 FE Corp. support agreement and its replacement by the current support agreement provided by FES. As discussed above, in connection with the NRC's approval of the termination of the 2005 FE Corp. support agreement, the Debtors executed the current FES support agreement on May 2, 2016.t' The Debtors believe that the fact that licenses for the other nuclear units reference the support agreement with FE Corp. does not nullify the termination of such agreement as approved by the NRC in the Perry Nuclear Power Plant license transfer.
The Citizens Organizations will likely object to confirmation on the grounds that, among other things, the Plan is not feasible because it does not set aside funds (other than the approximately $1.8 billion of nuclear decommissioning trust funds maintained pursuant to NRC regulatory requirements) for the costs of decommissioning the nuclear power plants. Based on the Reorganized Debtors' balance sheet, financial projections and estimate of decommissioning costs, the Debtors believe that the Plan satisfies the feasibility standards under the Bankruptcy Code. The Debtors anticipate that similar issues will be evaluated by the NRC in connection with the Debtors' license transfer application, approval of which is a condition to consummation of the Plan.
Finally, NRC regulations also require maintenance of insurance for on-site property damage and for nuclear liability. NG maintains all necessary insurance.
: 2.        FERC Matter; Ohio ESP IV PA On August 4, 2014, FE Corp.'s Ohio subsidiaries (the "Ohio Companies") filed an application with the Public Utilities Commission of Ohio (the "PUCO") seeking approval of their Electric Security Plan IV ("ESP IV"), which included a proposed rider retail rate stability provision (the "Rider RRS"),
which would flow through to customers either charges or credits representing the net result of the price paid to FES through an eight-year Federal Enerry Regulatory Commission ("EERC.")-jurisdictional PPA (the "ESP IV PPA") against the revenues received from setling such output into the PJM markets.zo On March 31,2016, the PUCO issued an Opinion and Order adopting and approving the Ohio companies' stipulated ESP IV with modifications. FES and the Ohio Companies entered into the ESP IV PPA on April 7,2016.
On January 27, 2016, certain parties filed a complaint with FERC against FES and the Ohio Companies requesting FERC review the ESP IV PPA under Section 205 of the Federal Power Act. On April 27,2076, FERC issued an order granting the complaint, prohibiting any transactions under the ESP IV PPA pending authorization by FERC, and directing FES to submit the ESP              MPA      for FERC review if the parties desired to transact under the agreement. In so doing, given timing constraints of the ESP IV proceeding before PUCO, FERC essentially eliminated the possibility of FES ever transacting under the ESP MPA, which would have provided much-needed income and cash flow support to FES.
FES and the Ohio Companies did not file the ESP IV PPA for FERC review but rather agreed to suspend the ESP IV PPA. FES and the Ohio companies subsequently advised FERC of this course of action.2l
  '' Article 7 of the FES support agreement states that "[t]his Agreement supersedes any other Support Agreement,    if any exists prior to the date hereof, between FirstEnergy Corp." and NG.
  'o This PPA only applied to the Sammis Power Plant, Davis-Besse Nuclear Plant, and FES's OVEC obligations.
  '' On January 19,2017, FERC issued an order accepting compliance filings by FES, its subsidiaries, and the Ohio Companies updating their respective market-based rate tariffs to clariff that affiliate sales restrictions under thg tariffs apply to the ESP MPA, and also that the ESP IV PPA does not afflect certain other waivers of its affiliate restrictions rules FERC previously granted these entities.
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: 3.      Other Federal Developments In April 2017, Secretary of Energy Rick Perry (the "Secretary") directed DOE staff to conduct a study and issue a report exploring critical issues central to protecting the long-term reliability of the electric grid. Specifically, the Secretary directed staff to analyze, among other things, (i) the extent to which regulatory burdens and other federal/state policies are responsible for the premature retirement of "baseload" generation resources (e.g., coal and nuclear generating stations), and (ii) whether the wholesale electricity markets are adequately compensating grid resilience attributes such as "on-site fuel" (i.e., having sufficient quantities of fuel located on the site of the plant).
DOE staff issued its report on August 23, 2017. The report concluded that baseload generation retirements have occurred    for a number of reasons, with low natural gas prices being a predominant cause. It did not mandate any specific action with respect to the compensation for generation resources, but it encouraged FERC to consider how to appropriately compensate market participants for services that are necessary to support grid resilience.
On September 28,2017, the Secretary submitted a Notice of Proposed Rulemaking to FERC for consideration (the "NOPR"). The NOPR directed FERC to consider adopting a new rule that would require PJM and certain other RTOs to set wholesale prices for certain eligible generation resources at levels that would provide full recovery of costs and a return on equity. Eligibility would have required, among other things, having (i) a 90-day fuel supply on-site and (ii) the ability to provide "essential reliability services." After reviewing extensive stakeholder comments, FERC issued an order on January 8, 2018, declining to adopt the rule proposed in the DOE NOPR. FERC concluded that the record did not support taking the action proposed in the NOPR and terminated the NOPR proceeding. FERC contemporaneously initiated a new proceeding to further examine resiliency issues in PJM and other RTO/ISO markets. Parties sought rehearing of FERC's order. FERC has not acted on the rehearing requests. At FERC's direction, each RTO/ISO submitted a compliance filing on March 9,2018, responding to FERC inquiries related to the resilience of the electric      grid. Parties filed reply comments on May 9, 2018. FERC has taken no further action in this proceeding.
On March 29,2018, FES submitted to the Secretary a Request for Emergency Order Pursuant to Federal Power Act Section 202(c). FES requested that the Secretary find that an emergency condition exists in the PJM region and issue a Federal Power Act Section 202(c) order directing that certain existing nuclear and coal-fired generators in the PJM region enter into contracts with PJM that provide for recovery of costs through cost-based rates. The Secretary has not yet responded to the request.
: 4.      State Developments In April }An,legislation was introduced before the Ohio General Assembly that would create a zero-emission nuclear ("ZEN") credit to compensate nuclear power plants for environmental, enerry security, and other attributes benefitting the state and its retail customers. The April 2017 legislation provided for ZEN credits to last up to 16 years. The Ohio House Public Utilities Committee held hearings but did not advance the April 2017 legislation. In October 2017, new legislation was introduced before the Ohio General Assembly providing for a similar ZEN program. The new legislation provided for an approximately l}-year lifespan for the program. The legislative session ended in 2018 without the proposed legislation becoming law.
Similar ZEN-type programs haye been implemented in Illinois, New York and New Jersey.
Opponents of the Illinois and New York;programs filed lawsuits in federal district courts in both states arguing, among other things, that the programs are preempted by FERC's exclusive jurisdiction under the 49 18-50757-amk Doc 2530 FILED 04/18fl-9 ENTERED 04/1,8/19 1-8:51:48 Page 56 of 215
 
Federal Power Act. Both the federal district court in Illinois and New York dismissed the lawsuits last year, finding that the states had authority to implement the programs. These decisions were affirmed in the Seventh and Second Circuits, respectively. A petition for certiorari is currently pending before the U.S. Supreme Court, though the federal government (through DOJ and FERC) has not joined opponents of state programs in arguing the programs are preempted.
Proposed legislation in Pennsylvania has recently been announced that would amend the existing Pennsylvania Alternative Enerry Portfolio Standards Act, recognizing nuclear generation for its contribution to the state's zero-carbon energy production and allowing nuclear generators to participate in Pennsylvania's alternative energy portfolio program. State legislation may be introduced this year in Ohio that would similarly recognize nuclear power's contributions to zero-carbon energy production.
D.      Rail Arbitration
: 1.      Arbitration Proceeding with BSNF'and CSX On August 3, 2015, FG submitted to the American Arbitration Association ("AAA") in New York, New Yorh a demand for arbitration and statement of claim against BNSF Railway Company
("ENE'') and CSX Transportation, Inc. ("CSX"), seeking a declaration that the Mercury and Air Toxics Standards ("MATS") constituted a force majeure event that excused FG's performance under its coal transportation contract with these parties. Specifically, the dispute arises from a contract for the transportation by BNSF and CSX of a minimum of 3.5 million tons of coal annually through 2025 to ceftain coal-fired power plants owned by FG in Ohio. The arbitration panel issued a decision on April 12,2017, finding that FG's performance under the contract was not excused by force majeure and that it breached and repudiated the contract.
On April 27,2A17, BNSF, CSX, FE Corp., and FG (the "Rail Claims Settlement Parties") entered into a term sheet setting forth the material terms and conditions of a settlement and directing the Rail Claims Settlement Parties to enter into a settlement agreement (the "Rail Claims Settle                    ').
On May 1,2017, the Rail Claims Settlement Parties executed the Rail Claims Settlement Agreement where FG agreed to pay BNSF and CSX $109,000,000 in cash, in three installments. The first installment of $37,000,000 was paid on May 7,2017. The second installment of $36,000,000 was to be paid on or before May 1 ,2018 and the third installment of $36,000,000 was to be paid on or before May 1, 2019.
The Rail Claims Settlement Agreement was guaranteed by FE Corp., whereby FE Corp. guaranteed the payment of the entire amount payable by FG under the Rail Claims Settlement Agreement. FE Corp. paid the remaining settlement amount to BNSF and CSX shortly after the Petition Date. As part of the settlement with FE Corp. approved by the Bankruptcy Court on September 27,2018 [Docket No. 1465],
FE Corp. will waive its claim under the guarantee upon the Plan Effective Date (as defined in the settlement agreement).
: 2.      Arbitration Proceeding with BNSF and NS On December 72,2016, FG received a demand for arbitration and statement of claim from BNSF and Norfolk Southern Corporation ("NS."), who are the counterparties to a coal transportation contract (the "BNSFATIS Contract") covering the delivery of 2.5 million tons annually throudh 2A25, for FG's coal-fired Bay Shore Units 2-4, deactivated on or about September 1, 2012, which FG contends was a result of the EPA's MATS, and for FG's W.H. Sammis Plant. The demand for arbitration was submitted to the AAA office in Washington, D.C. against FG alleging, among other things, that FG breached the contract in 2015 and 2016 and breached and repudiated,the contract for years 2017-2025. The counterparties alleged that the coal transportation contract required FG to transport a minimum of 2.5 million tons annually to these destinations or pay the contrachral shortfall penalty for any non-transported 50 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/19 1-8:51:48 Page 57 of 215
 
tons, and that FG breached and repudiated the contract by failing and being unable or unwilling to do so. The counterparties sought damages, including lost profits and/or Iiquidated damages under the contract, as well as a declaratory judgment that FC's claim that MATS constituted a force majeure under the contract was invalid. FG asserted defenses in the arbitration, including that the deactivation of Bay Shore Units 2-4 as a result of the EPA's MATS constituted a force majeure under the contract that excused FG's performance, as well as other contractual defenses of impossibility, impracticability, and frustration of purpose. FG contended that these defenses relieved it of any liability to the counterparties under the contract.
Prior to the Petition Date, the parties had selected arbitrators, engaged in discovery and had exchanged expert reports. The parties also entered into a binding stipulation, that was so-ordered by the arbitrators, that limited the damages that the counterparties could seek to contractual liquidated damages, and that dismissed with prejudice any claim for actual damages. Also prior to the Petition Date, the counterparties filed motions seeking partial summary judgment in their favor on certain issues relating to liability. FG filed oppositions to these motions. The counterparties' replies in support of these motions were not submitted as a result of the intervening FG bankruptcy filing.
: 3.      Federal Litigation with BNSF On March 16, 2077, BNSF filed a complaint in the United States District Court for the Northem District of Texas, Fort Worth Division against FG, alleging that FG breached and repudiated a coal transportation contract with BNSF (the "BNSF/FE Contract") that is related to the BNSF/hIS Contract. In that lawsuit, BNSF alleged that FG had breached and repudiated the BNSF/FE Contract and sought damages therefrom. In response, FG filed a motion to dismiss, or in the alternative to transfer venue, or to stay the proceeding pending the outcome of the arbitration regarding the BNSFAIS Contract. Before the Court ruled on this motion, the parties agreed to temporarily stay the proceedings. Afterthe expiry of the stay, the case was restoredtothe Court's active docket. Priortothe Petition Date, in December 2017, the parties agreed to dismiss the proceeding without prejudice. The parties also agreed to toll the running of any statutes of limitations and the application of any equitable defenses through 30 days after the receipt of a final award in the arbitration regarding the BNSFAIS Contract.
E.        Bruce Mansfield Event On January 10, 2018, a fire damaged certain scrubbers, the stack, and other plant property and systems associated with Units I and 2 of the Bruce Mansfield Plant. The event arose during a scheduled maintenance outage of Unit I of the Bruce Mansfield Plant. The fires were controlled and extinguished with the help of [oca[ fire departments, and there were no major injuries to plant personnel or the response team. Unit 3 was offline during the event and was unaffected.
Following the event, the Debtors notified the appropriate insurers and assembled a group of FES representatives and their agents and advisors (the "Mansfield Recovery    Te    ') composed of individuals from operations, risk management, senior management, legal advisors, and other Debtor advisors. At the recommendation of the Mansfield Recovery Team, the Debtors engaged Burns & McDonnell to perform a root cause analysis to ascertain the cause(s) of the fire incident, and ultimately to perform a comprehensive assessment of the damage sustained as a result of the fire and a comprehensive cost estimate for the repair or replacement of damaged property. This estimate was submitted to the Debtors' insurers, who provided input and feedback concerning the expected costs of any repair and replacement efforts.
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The Debtors' insurers have been actively engaged in this loss since the Debtors provided notice.
Once the Debtors' counsel has completed its analysis, the Debtors will tender their claim or claims to the insurers for payment. The Debtors may elect to repair and replace the damaged property or receive the actual cash value of the property. The Debtors have not made an election yet.
On November 7,2018, the Debtors filed decommissioning notices related to the Bruce Mansfield Units 1,2 and 3. The Debtors deactivated Units 1 and 2 of the Bruce Mansfield Plant on February 5, 2019 and Unit 3 of the Bruce Mansfield Plant is scheduled to be deactivated beginning in June 2021.
F.      Permanent Shutdown and Defueling of Nuclear Units in Advance of Ilecommissioning A nuclear power plant licensee is required to notiff the NRC when it decides to permanently shut down a nuclear power plant in advance of facility decommissioning. Notiffing the NRC of a permanent shutdown is a two-part process. First, once an NRC licensee decides to "permanently cease operations,"
it must submit a written certification to the NRC within 30 days of making this determination, and inform the NRC of the expected shutdown date. On March 2&,2018, FES notified PJM on hehalf of NG regarding the Debtors' decision to permanently cease operations and deactivate their four nuclear power units. On April 25,2018, FENOC submitted its written certification to the NRC that FES has decided to pernanently cease operations at the Davis-Besse Nuclear Power Station by May 37,2020, Beaver Valley Power Station Unit 1 and the Perry Nuclear Power Plan by May 31,2A27, and the Beaver Valley Power Station, Unit 2 by October 31, 2021.
Second, when nuclear fuel is permanently removed from the reactor vessel after permanent shutdown, an NRC licensee must submit another written certification to the NRC that the reactor has been permanently defueled. Under the NRC's regulation in 10 C.F.R. 50.82, after both certifications have been docketed by the NRC, the license of the shutdown unit no longer authorizes operation of the reactor or loading of fuel into the reactor. Accordingly, when all of the nuclear fuel is permanently removed from each of the four nuclear power units' reactor vessels, FENOC will submit the second written certification to the NRC for each unit, terminating each unit's operating authority.
Prior to filing the second certification, FENOC maintains the ability to withdraw the first certification of permanent shutdown if circumstances change. In addition, the first certification does not hy itself affect FENOC's or NG's NRC licenses or NRC requirements relating to safe operation of the nuclear power units.
Although declaration of the cessation of operations does not significantly change NRC license requirements, it does trigger certain NRC requirements related to decommissioning planning, such as annual reporting on NDT funding assurance. However, within two years of the effective date of cessation of operations the licensees must submit a Post-Shutdown Decommissioning Activities Report to the NRC, and a site-specific decommissioning cost estimate, including the cost of managing irradiated fuel. In addition, the licensees must submit an irradiated fuel management plan.
FENOC has started to undertake the nscessary steps to prepare            for facility shutdown and defueling, and to plan for and commence facility decommissioning.
The Debtors are not required to select a methodology for decommissioning their nuclear facilities at this point in the decommissioning process. The financial projections annexed to this Disclosure Statement assume that FENOC will use SAFSTOR to decommission the nuclear generation assets.
SAFSTOR involves maintaining and monitoring the nuclear generation assets in a condition that allows the radioactivity to decay in a safe manner. After sufficient time, the plant is dismantled and the property is decontaminated. As shown in the Funding Status Reports, FENOC utilizes the SAFSTOR approach to s2 18-50757-amk Doc          2530      FILED 04118/19 ENTERED 04/1-8/19 L8:51":48 Page 59 of 215
 
prepare the cost estimates necessary for the decommissioning of each of the nuclear generation assets.
SAFSTOR is a safe and acceptable method for decommissioning a nuclear power facility and, as of July 2018, SAFSTOR is currently used for the decommissioning                    of fourteen  nuclear power reactors throughout the United    States.22 G.        Cash Position and Liquidity Developments In the months leading up to the date of the Petition Date, the Debtors faced several significant constraints on their liquidity. As of December 31,2017, FES had unsecured debt ratings of Ca at Moody's, C at S&P and C at Fitch. These ratings, together with the negative outlook from each of the rating agencies, posed issues related to the Debtors' ability to hedge the generation business with retail sales and wholesale sales due to collateral requirements that otherwise reduce available liquidity.
As of the Petition Date, FES had approximately $516 million of PCNs subject to automatic puts or maturing between April and December 2018 and approximately $1.3 billion of PCNs subject to automatic puts or maturing between 2019 and 2021. Additionally, FES had approximately $102 million of unsecured debt maturing in April 2018 and $332 million of unsecured debt maturing in202l.
On December 6, 2076, FE Corp. and certain subsidiaries entered into new syndicated credit facilities and concurrently terminated existing syndicated credit facilities that were to expire in March 2019. Specifically, FES and AE Supply terminated an unsecured $1.5 billion credit facility with certain third-party financial institutions (commitments of $900 million and $600 million for FES and AE Supply, respectively) and FES entered into a new, two-year secured credit facility with FE Corp. (the "FE-FES Secured Facility"). Pursuant to the FE-FES Secured Facility, FE Corp. provided (i) a committed line of credit to FES of up to $500 million and (ii) additional credit support of up to $200 million which were ultimately used to cover a $169 million surety with respect to Little Blue Run and $31 million of the surety bond with respect to Hatfield, with both surety bonds benefiting the Pennsylvania Department of Environmental Protection, as designated in writing to FE Co.p."
On March9,20l8, FES drew down $S0O million under the FE-FES Secured Facility. On March 16,2018, the Debtors exited the non-utility money pool administered by FESC (the "Non-Utilitv Monev Pool") and established a new Debtors-only money pool (the "FES Money Pool"). As of January 31, 2019, FES and its Debtor subsidiaries had $l.l billion of cash on hand, and FENOC had $24 million of cash on hand.
H.      Environmental Liabilities Federal and state regulatory authorities impose significant environmental obligations on the Debtors, including costs arising from or related to environmental protection, remediation of certain impoundments and landfills, and the decommissioning of the fossil and nuclear generation assets. As described in the financial projections annexed to this Disclosure Statement as Exhibit D, the Debtors project that the fossil remediation expenditures are estimated to total $119 million over the next five years and the nuclear deactivation expenditures for spent fuel management are estimated to total $241 million over the next five years. The Debtors also have ARO liability associated with the license termination costs for decommissioning the nuclear generation assets and liabilities associated with remediation for Little Blue Run, other impoundments or landfills and closure costs for the fossil generation assets. As
  " See https://www.nrc.gov/reading-rm/doc-collections/fact-sheets/decommissioning.html.
2'Little Blue Run  and Hatfield are landfill sites where the waste hy-product of FG and A-E Supply's (respectively) coal powered plants was deposited. FG has certain remediation ohligations with respect to those sites and has outstanding surety honds with respect to such obligations.
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projected, as of September 30,2019, the Debtors project the fossil-related ARO will total $171 million and the nuclear-related ARO will total $1,888 million. Per the financial projections annexed hereto as Exhibit D, the Debtors are projected to have approximately $3.6 billion of liquid assets (including cash, NDT assets and surety-related collateral) available to satisff ARO liabilities.
In accordance with the financial projections annexed hereto        as Exhibit D, the Debtors project that ARO, by site, as of September 30,2019, as follows:
FirstEnersy Generation Bruce Mansfield (Little Blue Run)                            $153 million Bruce Mansfield (Chemical and Cooling Towers)                $5 million W.H. Sammis (Hollow Rock)                                    $5 million W. H. Sammis (Asbestos and Chemical)                        $2 million Ashtabula Plant (Asbestos and Chemical)                      $4 million Pleasants Power Station                                      $2 million Hatfield's Ferr),                                            $13 million'*
FirstEnergy Nuclea r Generationz)
Beaver Valley- Unit I                                                                                $380 million Beaver Valley- Unit 2                                                                                $367 million Perr), Power Plant                                                                                  $613 million Davis-Besse                                                                                          $514 million In addition, FG is a party to a consent decree with the Commonwealth of Pennsylvania Department of Environmental Protection ("Pa.DEP") with respect to a solid waste disposal impoundment known as "Little Blue Run" which consent decree was entered into on December 14, 2012 (the "LBR Consent Decree"). The consent decree requires FG to engage in various monitoring, compliance and remediation activities, including the development of a closure plan for the site. A closure plan for the site was developed by FG and approved by the Pa. DEP in a waste permit dated April 3,2014. The closure plan requires FG to undertake various closure activities, including capping the impoundment, groundwater monitoring, reconnaissance and management of the seeps, groundwater abatement, if necessary, and for closure construction to be completed hy December 31,2028. The closure plan also 2a As of the date of this Disclosure Statement, this amount is on the balance sheet of non-Debtor AE Supply.
  , " The ARO amounts in this table represent projected amounts as of December 31, 2018, resulting in an immaterial
  . variance to the financial projections set forth on Exhibit D to the Disclosure Statement, which incorporated projected ARO liabilities  as ofNovember 2018.
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requires FG to maintain a $169 million surety bond with Westchester Fire Insurance Company. FG has been performing all of its obligations under the consent decree and closure permit and will continue to do so.
FG is a party to a consent adjudication with Sierra Club and Pa. DEP with respect to a solid waste disposal site known as "Hatfield's Ferry" which was entered into on September I 1,2077 (the "HatfieldS Ferry Consent Decree,"). The consent adjudication requires FG to commence final closure of Phase 3 of the site on a rolling basis as sections of the landfill reach their permitted capacity and to implement a surface improvement plan that is attached to the consent adjudication. In addition, FG maintains a $32 million surety bond with Liberty Mutual Insurance Company with respect to its closure obligations.'u FG has been performing a[I of its obligations under the consent adjudication and will continue to do so.
FG is a party to a consent order and decree with Pa. DEP regarding the Mansfield Plant with respect to certain discharges of petroleum regulated substances into groundwater and other sources of water which was entered into on November 23,2010 (the "Mansfield Groundwate                                    ').
The Mansfield Groundwater Consent Decree requires FG to sample and monitor the groundwater at the Mansfield Plant and to engage in certain remediation activities with respect to the removal and containment of petroleum at the site" FG has been performing all of its obligations under the Mansfietd Groundwater Consent Decree and will continue to do so.
FG is a party to a consent order and agreement with Pa. DEP regarding the Mansfield Plant with respect to sulfur dioxide    ("S02") emitting sources which was entered into on September 21, 2017 (the "Mansfield Air Emission Consent Decree," and together with the LBR Consent Decree, the Hatfield's Consent Decree and the Mansfield Groundwater Consent Decree, the "Consent Decrees"). The Mansfield Air Emission Consent Decree requires FG to comply with MATS regulations and limits SO2 emissions from the Mansfield Plant. FG has been performing all of its obligations under the Mansfield Air Emission Consent Decree and will continue to do so.
There is also a standby trust fund with approximately $12.85 million held at Huntington Bank for the benefit of the Ohio Environmental Protection Agency. The standby trust fund provides security for FG's closure obligations with respect to a solid waste facility known as "Hollow Rock" (the "Hollow Rock Standby Trust"). The Hollow Rock site is still being utilized by FG to dispose of residual solid waste from the W. H. Sammis plant. The amount of funds in the standby trust fund is adjusted on an annual basis.
Nothing in the Plan or the Confirmation Order shall release, discharge, or preclude the enforcement of, (or preclude, release, defeat, or limit the defense under non-bankruptcy law of) any liability or obligation of the applicable Debtors or Reorganized Debtors under the Consent Decrees that is not a Claim, and such liabilities or obligations shall become liabilities or obligations of the applicable Reorganized Dehtor(s). All parties' rights and defenses under the Consent Decrees are fully preserved.
For the avoidance of doubt, any perfoffnance obligation under the applicable Consent Decrees shall not be treated as a Claim for purposes of the Plan.
The United States, on behalf of the Environmental Protection Agency and Nuclear Regulatory Commission, Office of the Ohio Attorney General, acting on behalf of the Ohio Environmental Protection Agency and the Ohio Department of Natural Resources, and the Commonwealth of Pennsylvani4 Department of Environmental Protection are not entering into any settlement under state and federal environmental laws under the Plan.
26 There is also $1,388,226    of cash posted as additional security with respect to FG's closure obligations for Hatfield's Ferry.
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V.      Material Events in the Chapter lL Cases A.        Appointment of the Official Committee of Unsecured Creditors.
Pursuant to section I 102 of the Bankruptcy Code, on April I I , 201 8 the United States Trustee for the Northern District of Ohio (the "U.S. Trustee") appointed a committee of unsecured creditors [Docket No. 279; as amended in Docket No. 10341. The Committee is composed of the following members: (a)
BNSF Railway Company; (b) Enerfab Power & Industrial, Inc.; (c) Intemational Brotherhood of Electrical Workers, Local 272; (d) PKMJ Technical Services, Inc. dba Rolls-Royce; (e) Schwebel Baking Company; (f) the Bank of New York Mellon Trust Company, N.A.; and (g) Wilmington Savings Fund Society, FSB, as Trustee. The Committee subsequently retained Milbank, Tweed, Hadley & McCloy LLP as lead counsel, Hahn Loeser & Parks LLP as local counsel, PJT Partners LP as investment banker, and FTI Consulting, Inc., as financial advisor.
B.      First and Second Day Motions.
: l.      First Day Motions.
(a)    Motion for Joint Administration of the Debtors' Chapter 11 Cases.
On the Petition Date, the Debtors filed the Motion for Joint Administration of the Debtors' Chapter I I Cases [Docket No. 3] (the "Joint Administration Motion"). The Debtors requested the joint administration of all of the Debtors' cases under one consolidated caption. On April 3, 2078, the Bankruptcy Court approved the Joint Administration Motion [Docket No. 126].
(b)      Cash Management.
On the Petition Date, the Debtors filed the Motion of Debtors for Entry of Interim and Final Orders (A) Authorizing Debtors to (I) Continue {Jsing Their Existing Cash Management System and (II)
Maintain Existing Business Accounts and Business Forms; (B) Authorizing Continued Intercompany Transactions; (C) Granting Postpetition Intercompany Claims Administrative Expense Priority; and (D)
Granting Related Relief [Docket No. l0] (the "Cash Manasement Motion"). Pursuant to the Cash Management Motion, the Debtors sought the authority to continue to operate their consolidated cash management system, maintain existing bank accounts, use business forms in their present form without reference to Debtors' status as debtors in possession, continue to use certain investment accounts, close existing bank accounts and open new accounts, and continue certain intercompany and netting arrangements between and among the Debtors and their Debtor and non-Debtor affiliates on an a super-priority administrative expense basis.
The Bankruptcy Court granted the relief requested in the Cash Management Motion on an interim basis on April 4,2018 [Docket No. 155] and on a final basis on May 8, 2018 [Docket No. 488].
(c)      Wages and Benefits.
On the Petition Date, the Debtors filed the Debtors' Motionfor Entry of Interim and Final Orders Authorizing the Debtors to (A) Pay Certain Prepetition Compensation and Reimbursable Employee Expenses, (B) Pay and Honor Employee and Retiree Medical and Other Benefits (C) Continue to Participate in FE Corp.'s Employee Compensation, Welfare, Retiree Benefit and Pension Plans and Programs, and (D) Continue to Participate in FE Corp.'s Workers' Compensation Pragram and Modify
  ' the Automatic Stay with Respect Thereto [Docket No. 53] (the "Wages Motion"). Pursuant to the Wages Motion, the Debtors sought the authority to pay certain prepetition wages and hohor certain prepetition s6 18-50757-amk Doc 2530 FILED 04/1-8/1,9 ENTERED 04/18/19 18:51:48': Page 63 of 2L5
 
employee benefit obligations (as well as pay certain administrative costs related to those wages and benefits) to ensure that their business operations could continue in the ordinary course.
The Bankruptcy Court granted the relief requested in the Wages Motion on an interim basis on April 3,2078 [Docket No. 147] and on      a final basis on May 8, 2018 [Docket No. 491].
(d)    Taxes and Fees.
On the Petition Date, the Debtors filed the Debtors' Motionfor Erutry of Interim and Final Orders Authorizing the Debtors to Pay Certain Prepetition Taxes and Fees [Docket No. 16] (the "Taxes Motion"). Pursuant to the Taxes Motion, the Debtors sought the authority to pay certain taxes and fees that accrue or arise in the ordinary course of business. The Bankruptcy Court granted the relief requested in the Taxes Motion on an interim basis on April 4, 2018 [Docket No. 166] authorizing payment of amounts not to exceed $4,807,900.00, and on a final basis on May 8, 2018 [Docket No. 490], authorizing the total payment of amounts not to exceed $77,355,626.27, inclusive of the amount approved on an interim basis.
(e)    Customer Programs.
On the Petition Date, the Debtors filed the Debtors' Motionfor Entry of an Order Authorizing the Debtors to (I) Maintain and Administer Customer Programs and to Perform {Jnder Customer Agreements, (II) Honor Obligations Related Thereto, and (IIl Establish Procedures for Notifying Customers in the Debtors' Chapter I I Cases [Docket No. 18] (the "Customer Programs Motion"). The Debtors sought entry of an order authorizing the Dehtors to: (i) maintain and administer all of their Customer Programs and to perform under the Customer Agreements (each as defined in the Customer Programs Motion) and in the ordinary course of business; (ii) honor all commitments owing on account of all of the Customer Programs and Customer Agreements; and (iii) establish the Customer Noticing Procedures to provide notice to Customers (each as defined in the Customer Programs Motion) of certain events during the chapter 1l cases.
On April 4, 2018, the Bankruptcy Court granted the relief requested in the Customer Programs Motion on a final basis, authorizing the Debtors to continue customer programs in the ordinary course of business and consistent with the Debtors' historical practices [Docket No. 161].
(f)    Hedging and Trading Arrangements.
On the Petition Date, the Debtors filed the Debtors' Motionfor Entry of Interim and Final Orders Authorizing FirstEnergt Solutions Corp. to (A) Continue Performing Under Prepetition Hedging and Trading Arrangements, (B) Pledge Collateral and Honor Obligations Thereunder, and (C) Enter into and Perform {Jnder Trading Continuation Agreements and New Postpetition Hedging and Trading Arrangemenls (the "Hedging and Trading M                '). Pursuant to the Hedging and Trading Motion, the Debtors sought authority for FES to: (i) continue performing under its hedging and trading arrangements and to honor, pay, or otherwise satisfy any and all obligations thereunder, including prepetition obligations, in a manner consistent with prepetition practices; (ii) enter into trading continuation agreements and new postpetition hedging and trading affangements in the ordinary course of business; and (iii) pledge collateral in the form of cash, letters of credit, and, in certain limited circumstances, liens, on account of FES's prepetition and postpetition hedging and trading arrangements.
On April 4,2018, the Bankruptcy Court granted the relief requested in the Hedging and Trading Motion on an interim basis [Docket No. 165]. On May 8, 2018, the Bankruptcy Court granted the relief on a final basis [Docket No. 489].
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(g)    Critical Vendors.
On the Petition Date, the Debtors filed the Debtors' Motionfor Entry of Interim and Final Orders Authorizing the Debtors to Pay Prepetition Critical Vendors Claims [Docket No. 7] (the "Critical Vendors Motion"). Pursuant to the Critical Vendors Motion, the Debtors sought the authority to pay certain prepetition Claims held by certain critical trade vendors that are essential to the Debtors' ongoing business operations.
On April 4, 2018, the Bankruptcy Court granted the relief requested in the Critical Vendors Motion on an interim basis [Docket No. 162]. On May 8, 2018, the Bankruptcy Court approved the relief requested in the Critical Vendors Motion on a final basis [Docket No. 487].
(h)    Utilities Motion.
On the Petition Date, the Debtors filed the Debtors' Motionfor Entry of Interim and Final Orders Determining Adequate Assurance for Payment of Future Utility Services [Docket No. I l] (the "Utilities Motion"). The Debtors sought orders (i) determining adequate assurance of payment for future Utility Services (as defined in the Utilities Motion); (ii) prohibiting Utility Providers (as defined in the Utilities Motion) from altering, refusing or discontinuing services to the Debtors on account of outstanding prepetition invoices; (iii) establishing procedures concerning requests for additional assurance; and (iv) granting certain related relief.
On April 3,2018, the Bankruptcy Court entered an interim order granting the relief sought in the Utilities Motion [Docket No. 153] and on April 26,7,018 the Court entered a final order [Docket No.
42s1.
(i)    Insurance.
On the Petition Date, the Debtors filed the Debtors' Motion for Entry of an Order (I) Authorizing the Debtors to Continue their Prepetition Insurance Program and (II) Authorizing the Debtors to Pay Any Prepetition Premiums and Related Obligations [Docket No. 20] (the "lnsurance Motion"). The Debtors sought entry of an order (i) authorizing the Debtors to continue their prepetition insurance program and (ii) authorizingthe Debtors to pay any prepetition premiums and related obligations.
On April 4, 2018, the Bankruptcy Court entered an order granting the relief requested in the Insurance Motion [Docket No. 168].
CI)    Surety Bonds.
On the Petition Date, the Debtors filed the Debtors' Motion to Approve Continued Surety Bond Program [Docket No. 17] (the "Surety Bond Motion"). The Debtors sought orders authorizing the Debtors to continue and renew, in their sole discretion, their Surety Bond Program (as defined in the Surety Bond Motion) on an uninterrupted basis, including the maintenance and posting of collateral in accordance with applicable agreements.
On April 4,2078, the Bankruptcy Court entered an interim order granting the relief sought in the Surety Bond Motion [Docket No. 167] and on April 26,2078 the Court entered a final order [Docket No.
426).
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(k)    Shippers, Warehousemen, and Materialmen, On the Petition Date, the Debtors filed the Debtors' Motionfor Entry of Interim and Final Orders Authorizing the Debtors to (A) Grant Administrative Expense Priority to All Undisputed Obligations for Goods and Services Ordered Prepetition and Delivered Postpetition and Satisfi Such Obligations in the Ordinary Course of Business and (B) Pay Prepetition Claims of Shippers, Warehousemen and Materialmen [Docket No. 8] (the "Shippers. Warehousemen. and Materialmen Motion"). The Debtors sought entry of orders authorizing the Debtors to: (i) grant administrative expense priority to all undisputed obligations for goods and services ordered prepetition and delivered to the Debtors at the final destination postpetition and satisfy such obligations in the ordinary course of business and (ii) pay prepetition claims of Shippers, Warehousemen and Materialmen (each as defined in the Shippers, Warehousemen and Materialmen Motion) in the ordinary course of business.
On April 3,2018, the Bankruptcy Court entered an interim order granting the relief sought in the Shippers, Warehousemen and Materialmen Motion [Docket No. 163], authorizing the Debtors to remit payments not to exceed $1.8 million during the Interim Period. On May 8, 2018 the Court entered a final order [Docket No. 486], authorizing the Debtors to remit payments not to exceed $4.5 million in the aggregate, unless otherwise ordered by the Court.
(l)    lntercompany Agreements.
On the Petition Date, the Debtors filed the Motion of Debtors for Entry of Interim and Final Orders Authorizing Continued Performance of Obligations Under Intercompany and Shared Services Agreemenrs [Docket No. I2] (the "Intercompany Asreements Motion"), seeking the authority to continue performing under certain intercompany and shared services agreements in the ordinary course of business.
On April 3,2018, the Bankruptcy Court entered an interim order granting the relief sought in the Intercompany Agreements Motion [Docket No. 151]. The Debtors filed an Amended Notice of Motion on April 16,2018 [Docket No. 310], a Second Amended Notice of Motion on April 30, 2018 [Docket No.
446), a Third Amended Notice of Motion on May 9,2018 [Docket No. 508J, a Fourth Amended Notice of Motion on June 4,2018 [Docket No. 6731, a Fifth Amended Notice of Motion on July 6,2018 [Docket No. 8981, a Sixth Amended Notice of Motion on August 8, 2018 [Docket No. llll], and a Seventh Amended Notice of Motion on September 4, 2078 [Docket No. 1270), an Eighth Amended Notice of Motion on October 30, 2018 [Docket No. 1604], aNinth Amended Notice of Motion on January 3,2019
[Docket No. 1900], and finally a notice of adjournment of the hearing on the Intercompany Agreements Motion on January 25, 2019 [Docket No. 2023]. In connection with the Debtors' entry into the Restructuring Support Agreement, the hearing on the Intercompany Agreements Motion has been adjourned without    a hearing date and without prejudice    to the Debtors' ability to    re-notice the Intercompany Agreements Motion.
C.      Procedural Motions.
On the Petition Date the Debtors also filed a number of procedural motions pertaining to case management matters. Specifically, the Debtors filed: (i) the Debtors' Motian for Entry of an Order Extending Time to File Schedules and Statements (the "Schedules Motion") [Docket No. 9]; (ii) the Debtors' Motion to Approve Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the "Interim Compensati                  ') [Docket No. 22];
the Debtors' Motion.for Entry of an Order (I) Authorizing the Debtors to (A) Prepare a Consolidated List of Creditors in Lieu of Submitting a Formatted Mailing Matrix and (B) File a Consolidated List of the Debtors' Fifty Largest [Jnsecured Creditors, (Lil) Approving the Form and Manner of Notifiing Creditors of Commencement of these Chapter ll Cases, and (III) Granting Related Relief(the "etgdiIol-Matrix 59 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/19 1-8:51:48 Page 66 of 215
 
Motion") [Docket No. 13]; (iv) the Debtors' Motion to Authorize: (I) the Establishment of Omnibus Hearing Dates; and (II) Certain Case Management Procedures (the "Case Manasement Motion")
[Docket No. 19]; and (v) the Motion for Entry of an Order Authorizing the Debtors to Employ and Compensate Professionals Wilized in the Ordinary Course of Business (the "Ordinary Course Professionals Motion") [Docket No. 23].
The Bankruptcy Court entered an order granting the relief requested in the Schedules Motion on April 4,2018 [Docket No. 164]. The Bankruptcy Court entered an order granting the relief requested in the Interim Compensation Motion on April 26,2018 [Docket No. 427]. The Bankruptcy Court entered an order granting the relief requested in the Creditor Matrix Motion on April 4,2018 [Docket No. 160]. The Bankruptcy Court entered an amended order granting the relief requested in the Case Management Motion on April 3, 2018 [Docket No. 280]. The Bankruptcy Court entered an order granting the relief requested in the Ordinary Course Professionals Motion on April 26,2078 [Docket No. 428].
D.      Retention of Professionals.
The Debtors filed applications and the Bankruptcy Court entered orders for the retention of various professionals (collectively, the "Debtors' Retained Professionals") to assist in carrying out their duties as debtors in possession and to represent their interests in the Chapter 11 Cases:
t  Akin Gump Strauss Hauer & Feld LLP,        as counsel [Docket Nos. 234, 860]
a  Prime Clerk LLC, as claims, noticing and solicitation agent [Docket Nos. 21, 152]
a  Alvarez  & Marsal North America, LLC, as chief restructuring officer and financial advisor
[Docket  Nos. 205, 431]
a  Brouse McDowel[ LPA, as local counsel [Docket Nos. 235, 4331 a  Willkie Farr & Gallagher LLP, as special investigation counsel to the independent directors of FES and conflicts counsel to the Debtors [Docket Nos. 236, 861]
a  Hogan Lovells US LLP, as special counsel for nuclear regulatory matters [Docket Nos. 237, 43sl t  KPMG LLP,    as tax consultants [Docket Nos. 238,492]
a  Quinn Emanuel Urquhart      &  Sullivan, LLP, as special litigation counsel [Docket Nos. 239, 4361 a  Lazard Frdres & Co. LLC, as investment banker [Docket Nos. 240,493]
I  Sitrick and Company, Inc., as corporate communications consultant [Docket Nos. 241, 500]
I  ICF Natural Resources, LLC, as energy markets advisor [Docket Nos. 242,494]
t  Stark  & Knoll, LLC,  as local counsel to Willkie Farr & Gallagher LLP [Docket Nos. 458, 7231 a  BDO, USA, LLP      as accountant and auditor to the Debtors [Docket  Nosl 1560 and 1782]
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I  Honigman, Miller, Schwartz and Cohn LLP as counsel to the Independent Manager of FG
[DocketNos. 1562 and 1725]
a  Ropes  & Gray LLP    as counsel to the Independent Manager of  NG [Docket Nos. 1545 and 17241 a  Middle River Power, LLC      as Technical  Advisor to the Debtors [Docket Nos. 1876 and 2001]
In addition to the above professionals, the Debtors also retained law firms and other professionals as "ordinary course professionals" to advise them with respect to certain of the Debtors' daily business operations, including specialized litigation advice, litigation services, and business advisory services related to corporate financial, tax, regulatory, and environmental matters, in accordance with that order approving the Ordinary Course Professionals Motion.
Between the Petition Date and December 31,2018, (a) the Debtors have paid approximately fi47.7 million in Professional Fee Claims to the Debtors' Retained Professionals and (b) the Debtors have paid approximately S36.1 million in Professional Fee Claims to non-Debtor professionals, in each case pursuant to the Interim Compensation Order.
E.      Exclusivity.
Under section    ll2l of the Bankruptcy Code, a debtor has the exclusive right to file and solicit acceptance of a plan or plans of reorganization for an initial period of 120 days from the date on which the debtor filed for voluntary relief (the "Filing Exclusive Period"). If a debtor files a plan during the Filing Exclusive Period, then the debtor has the exclusive right for 180 days from the commencement date to solicit acceptances of such plan (the "Solicitation Exclusive Period" and, together with the Filing Exclusive Period, the "Exclusive Periods"). During the Exclusive Periods, no other parfy in interest may file a competing plan of reorganization. Additionally, a court may extend these periods upon the request of a party in interest up to a maximum of l8 months from the commencement of a debtor's chapter          ll cases.
The Debtors' initial Filing Exclusive Period and Solicitation Exclusive Period were set to expire on July 30, 2018, and September 27 , 2A 1 8, respectively. On June 27 , 2018, the Debtors filed the Debtors' Motion  for Entry of an Order Extending the Exclusive Periods to File a Chapter 1l Plan and          Solicit Acceptances Pursuant to Section I121 of the Bankruptcy Code [Docket No. 850]. The Debtors requested a 180-day extension of the Filing Exclusive Period to January 28,2019 and the Solicitation Exclusive Period to March 29,2019. On July 18, 2018 the Court entered an order extending the Filing Exclusive Period to November 26,2018 and the Solicitation Exclusive Period to January 25,2019 [Docket No.
e881.
On October 23, 2018 the Debtors filed the Debtors' Second Motion for Entry of an Order Extending the Exclusive Periods to File a Chapter I      I Plan and Solicit Acceptances Pursuant to Section 1121  of the Bankruptcy Code [Docket No. l57l]. The Debtors requested an extension of the Filing Exclusive Period to March 26,2019 and the Solicitation Exclusive Period to May 24,2019. The Court entered an Order granting an extension of the Filing Exclusive Period to February 25, 2019 and the Solicitation Exclusive Period to April 26,2019 on November 20,2018 [Docket No. 1726].
On January 15, 2019, the Dehtors filed the Debtors' Third Motion for Entry of an Order Extending the Exclrcive Periods to File a Chapter 1I Plan and Solicit Acceptances Pursuant to Section ll2l of the Banlcruptcy Code [Docket No. 1967]. The Debtors requested an extension of the Filing Exclusive Period to May 24,2019 and the Solicitation Exclusive Period to July 24,2019. The Court 6l 1-B-50757-amk Doe'25ts0 FILED O4lLAng ENTERED 04/18/1-9 18:51:48 Page 68 cf 215'
 
entered an Order granting an extension of the Filing Exclusive Period              to May 13, 2019 and the Solicitation Exclusive Period to July 9,2019 [Docket No. 2084].
On April 15, 2019, the Debtors filed the Debtors' Fourth Motionfor Entry of an Order Extending the Exclusive Periods to File a Chapter I I Plan and Solicit Acceptances Pursuant to Section I l2I of the Bankruptcy Code [Docket No. 2512]. The Debtors requested an extension of the Filing Exclusive Period to August 12,2019 and the Solicitation Exclusive Period to October 7 ,2019.
F.        Other Bankruptcy Motions, Applications, and Filings.
To minimize disruption to the Debtors' operations and in pursuit of consummation of the Restructuring and to maximize the Debtors' liquidity, upon the commencement of the Chapter 1 I Cases, the Debtors sought the relief in the motions summarized below.
: l.      Assumption and Rejection of Executory Contracts and Unexpired Leases.
(a)      Rejection of Various Executory Contracts.
The Debtors filed a number of motions seeking to reject financially burdensome executory contracts and leases and thereby increase the liquidity of the Debtors' estates. The Court approved two omnibus orders authorizing the Debtors to reject certain executory contracts and unexpired leases.z7 The Debtors were also granted the authority to reject specific suppty contracts, services contracts and leases.z8 (b)      Rejection of Certain Long-Term Power Purchase Agreements.
As part of their efforts to increase liquidity, the Debtors filed a number of motions to reject various burdensome power purchase agreemend ('PPAs") to which they are a party.2e Specifically, in the OVEC Rejection Motion, the Debtors sought authority to reject a multi-parfy PPA (the "@[eEA") with the Ohio Valley Electric Corporation ("OVEC"), pursuant to which FES and several other power companies "sponsor" and purchase power generated by fossil fuel plants owned and operated by OVEC. The OVEC ICPA entitles FES to purchase 4.85% of the power that OVEC's
  " See Second Omnibus Order Authorizing the Debtors to Reject Certain  Executory Contracts and Unexpired Leases
[Docket No. 725]; First Omnibus Order Authorizing the Debtors to Reject Certain Executory Contrqcts and Unexpired Leases [Docket No. 501].
T See Order Authorizing Debtors to Reject Certain (Jranium Suppty Executory Contrscts Nunc Pro Tunc to the Petition Date [Docket No. a291; Order Authorizing FirstEnerg,t Generation, LLC to Reject Certain Rail Transportation Executory Contracls Nunc Pro Tunc to the Petition Date fDocket No. 4301; Order (I) Authorizing the Debtors to Reject a Certain Energt Contract and (II) Granting Related Relief [Docket No. I 165]; Order (A)
Authorizing FirstEnergt Nuclear Operating Company to Reject a Certain Uranium Enrichment Services Contract, (B) Authorizing FirstEnergt Nuclear Operating Company to Enter Into and Pedorm Under a New Uranium Enrichment Services Contract; and (C) Granting Related Relief lDocket No. I l9al; Order Authorizing the Debtors to Reject Certain Unexpired Leases [Docket No. 1569].
  'n 5", e.g. Motion to Reject Lease or Executory Contract/Motion for Entry of an Order Authorizing FirstEnergt Solutions Corp. and FirstEnergt Generation, LLC to Reject a Certain Multi-Party Intercompany Po,rver Purchase Agreement with the Ohto Valley Electric Corporation as of the Petition Date lDocket No. aa] (the "OVEC Rejection Motion"); Motion to Reject Lease or Erecutory Contract/Motion for Entry of an Order Authorizing FirstEnergt Solutions Corp. and FirstEnergt Generation, LLC to Reject Certain Energt Contracts as of the Petition Date lDocket No. 45] (the "Energy Contracts Rdec                '), and collectively with the OVEC Motion, the
  '*PPA  Motions").                                                                          i:'
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fossil-fuel plants generate at an uneconomic rate until either the year 2040 or OYEC ceases to operate. In seeking to reject the OVEC ICPA, the Debtors asserted that such rate is uneconomic for FES.
In the Energy Contracts Rejection Motion, the Debtors sought authority to reject eight renewable PPAs (and one additional PPA that later expired on its own terms). Since the Energy Contracts Rejection Motion was filed on April 1,2018, the Debtors have worked with many of the PPA counterparties to resolve issues raised by the Energy Contracts Rejection Motion. Specifically, the Debtors entered into six stipulations under which the parties to the PPAs agreed to the negotiation of their respective PPAs. In five of the stipulations, the contract counterparties also agreed to the amount of their Claims against FES arising from such rejection.3o In  connection  with seeking to reject the remaining power contracts, the Debtors have been engaged in litigation regarding this Court's jurisdiction over such rejections. Specifically, the Debtors first secured an ex parte temporary restraining order and, after briefing and oral argument, a preliminary injunction that protects the Court's jurisdiction over the PPA Motions and enjoins FERC from interfering with the Court's jurisdiction. The Debtors engaged in                discovery    with the remaining      contract counterparties and parties in interest that have objected to the PPA Mdtions, in advance of an evidentiary hearing before the Court regarding the PPA Motions on July 31,2018. The Court held a hearing regarding the standard upon which the Court should adjudicate the PPA Motions on June 26, 2018, during which it found the business judgment standard applies to the rejection of PPAs. The Sixth Circuit has authorized a direct appeal of the FERC Preliminary Injunction, which remains pending at the time of filing this Disclosure Statement.
After ahearingonthe merits of the PPA Rejection Motions onJuly 31,2018, the Court entered orders granting the rejections requested in the motions (the "Reiection Orders"). The Debtors' professionals then prepared for and participated in a hearing pertaining to requests of the Ohio Valley Electric Corporation and Maryland Solar Holdings Inc., as assignee of Maryland Solar LLC ("MD Solar")
for direct certification of appeal of the Rejection Orders to the Sixth Circuit Court of Appeals on August 28,2A18 (the "Direct Certification H          ").31 On August 31, 2018, the Bankruptcy Court certified the Rejection Orders for direct appeal to the Sixth Circuit [Docket No. l?621. The Sixth Circuit has authorized the direct appeals of the Rejection Orders, consolidated the appeal with the direct appeal of the FERC Preliminary Injunction (as consolidated, the "Sixth Circuit Appeal"), and the Sixth Circuit Appeal remains pending at this time. On February 27,2019, the Sixth Circuit entered an order granting in part the appellants' motion to expedite the Sixth Circuit Appeal. See Sixth Circuit Appeal, Case No. I 8-3787, DocketNo. 5l-2. The Sixth Circuitthen issued abriefing schedule settingthe appellees'principal brief
  'o See Order Granting Debtors' Motion to Approve Stipulation Between Debtors and North Allegheny lllind LLC Regarding Rejection of Certain Energt Contracts [Docket No. 770]; Order Granting Debtors' Motion to Approve Stipulation Between Debtors and High Trail Wind Farm, LLC Regarding Rejection of Certain Energt Contracts
[Docket No. 734]; Order Granting Debtors' Motion to Approve Stipulation Between Debtors and Casselman Ilrindpower LLC Regarding Rejection of Certain Energt Contracts as of the Petition Date lDocket No. 7331; Order Granting Debtors' Motion to Approve Sttpulation Between Debtors and Blue Creek Wind Farm LLC Regarding Rejection of Certain Executory Contracts as of the Petition Date [Docket No. 732]; Order Granting Debtors' Motton to Approve Stipulation Between Debtors and Allegheny Ridge Wind Farm, LLC Regarding Rejection of Certain Energt Contracts as of the Petition Dote lDocket No. 7311; Order Granting Debtors' Motion to Approve Stipulation Between Debtors and Meyersdale Windpower, LLC Regarding Rejectton of Certain Energt Contracts as of the Petition Date lDocket No. 5021.
  " See Ohio Valley Electric  Corporation's Motion to Certifu Rejection Order for Direct Appeal to the United States Court of Appealsfor the Sixth Circuit [Docket No. I123]; Ohio Valley Electric Corporation's Motionfor Expedited Consideration of Motion to Certifu Rejection Order for Direct Appeal to the United States Court of Appeals for the Sixth Circuit [Docket No. I124); Maryland Solar's Joinder to Ohio Valley Electric Corporations Motion to Certify Rejection Order for Direct Appeal to"the United States Court of Appeals for the Sixth Circail [Docket No. 1242].
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appendix (if required under Sixth Circuit rules) for April 29,2019, and scheduling the appellants' reply brief for 2l days after the filing of the last appellee brief. The Sixth Circuit also ordered that "[t]he clerk will note this appeal for submission to the court during the June sessions. In keeping with standard court practice, it remains for the merits panel to determine whether to conduct oral argument and on what timetable to issue a decision."
In the event of an adverse ruling in the PPA Appeal Proceeding, including a ruling that the Debtors were unable to reject the PPA Appeal Proceeding Contracts or that FERC has concurrent jurisdiction with the Bankruptcy Court over the question of whether the Debtors were entitled to reject the PPA Appeal Proceeding Contracts, the Debtors could be forced to cure all missed payments under the relevant PPA Appeal Proceeding Contracts and continue performing under such contracts, seek authorization from FERC to terminate or abrogate the PPA Appeal Proceeding Contracts, or breach such contracts resulting in substantial administrative expense claims. Any such (or other) outcome arising from an adverse ruling in the PPA Appeal Proceeding could substantially reduce recoveries for other Unsecured Creditors.
If an adverse ruling in the PPA Appeal Proceeding occurs prior to the Effective Date, the Debtors may be unable to comply with the terms of the Plan Term Sheet, which provides that in no event shall either Reorganized FES or New FES assume the OVEC ICPA. Accordingly, the Consenting Creditors may have the option to terminate the RSA pursuant to section 9 of the RSA.
: 2.      Sale lVlotions.
(a)      Sale of the Bay Shore Facilities.
On May 11, 2018, the Debtors filed a motion (the "Bay Shore Motion")32 seeking an order authorizing the assumption of an asset purchase agreement for the sale of the Bay Shore Cogeneration Facility in Oregon, OH and its ancillary facilities, buildings and other structures (the "Bay Shore Facilities"). The Debtors ultimately determined that this sale would mu<imize value for all stakeholders as part of the Debtors' overall restructuring efforts. Prior to the Petition Date, the Debtors worked with their advisors on an extensive marketing process. Ultimately, oil agreement was reached subject to which the buyer agreed to purchase the Bay Shore Facilities from Debtor FG and non-Debtor affiliate Bay Shore Power Company ("BSPC") for approximately $38.7 million. The Debtors contemporaneously executed an allocation agreement with BSPC where under FG would receive approximately $5 million of the $38.7 million purchase price upon the closing of the sale.
The Court entered an order granting the relief requested in the Bay Shore Motion on July 13, 2018 [DocketNo.959]. The sale of the Bay Shore Facilities was consummated on July 31,2018. The approximately $5 million of proceeds allocable to FG have been deposited with the Mortgage Trustee under the FEG Mortgage Indenture (each as defined in the Bay Shore Motion).
32 Motion for Entry of an Order (l) Authorizing the Assumption of the Asset Purchase Agreement for the Sale of the Bay Shore Facilities and Related Assets; (II) Authorizing the Sale of Certain Assets of the Debtors Free and Clear of all Liens, Claims and Interests, Other Than Permitted Liens Pursuant to the Asset Purchase Agreement; (lil)
Approving the Purchase Price Allocation Agreement Among the Sellers; (lV) Authorizing the Debtors' Assumption and Assignment of Cerlain Executory Contracts and Unexpired Leases According to Certain Procedures; and (V)
Granting Related Relief lDocket No. 5251.
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(b)      Sale of the Aircraft Assets.
On June 12, 2018, the Court approved the Order Granting the Debtors' Motion for Entry of an Order (I) Authorizing the Assumption of the Aircrafi Purchase Agreements; (ID Authorizing the Sale of the Aircraft Assets of Certain Debtors Free and Clear af all Liens, Claims, Interests and Encumbrances and (III) Granting Related Relief (the "Aircraft Sale Order") [Docket No. 724J. Specifically, the Aircraft Sale Order and the corresponding motion (the "Aircraft Sale Motion") provided for the sale of two passenger aircraft, owned by the Debtors, for a combined $25.5 million purchase price to FE Corp. The sales of these aircraft were consummated on June 22,2018.
(c)      Retail Customer Business.
Prior to the Petition Date, the Debtors' investment banker, Larard, Frdres & Co. LLC ("Lazard"),
began a marketing process for FES's retail power sales business (the "Retail Customer      Bu      "). On July 9,2018, the Debtors filed the Motion of Debtors Pursuant to 11 U.S.C. S$ 105, 363,364, 365 and 503 and Fed. R. Banlcr. P. 2A02, 6004, and 6006 for Entry of (I) Order Approving (A) Bid Procedures, (B) Procedures for Assumption and Assignment of Certain Executory Contracts and Related Notices, (C)
Notice of Auction and Sale Hearing, and (D) Related Relief and (II) Order (A) Approving the Sale of the Debtors' Retail Power Sales Assets Free and Clear of Liens, Encumbrances, and Other Interests, (B)
Approving Assumption and Assignment of Certain Executory Contracts, and (C) Granting Related Relief (the "Retail Sale Motion") [Docket No. 908]. Exelon Generation Company, LLC ("Exelon") was selected as the stalking horse bidder for the sale of the Retail Customer Business, subject to the receipt of higher or otherwise better offers at an auction. An order approving the bid procedures related to the sale of the Retail Customer Business was entered on August 3,2018 [Docket No. l09S].
No additional bids were received by the bid deadline, and the Debtors cancelled the auction. The Debtors adjourned the hearing on the Retail Sale Motion while discussing with the Ad Hoc Noteholder Group and the Mansfield Certificateholders Group their desire to retain the Retail Customer Business as part of the Reorganized Debtors' go-forward operations.
On November 26,2018, Exelon filed a Complaint for Declaratory Judgment and Injunctive Relief
[Adv. Pro. Docket No. l] and a Motion for Preliminary Injunction Against FirstEnergy Solutions Corp.
[Adv. Pro. Docket  No. 2]. In the Complaint and heliminary Injunction Motion, Exelon asserted that FES is in breach of certain terms and conditions of an Asset Purchase Agreement dated as of July 9,2018, as amended, by and between FES and Exelon (the "Retail APA") and, accordingly, that FES should be prohibited from terminating the Retail APA pursuant to either Section 10.01(b) or Section 10.01(dxii) of the Retail APA. FES disputes Exelon's assertions and contests any claim in the Complaint or the Preliminary Injunction Motion that FES is in breach of any of its obligations under the Retail APA. On November 30, 2018, the Bankruptcy Court entered a Stipulation and Agreed Order By and Among FirstEnergy Solutions Corp. and Exelon Generation Company, LLC Regarding Resolution of Motion for Preliminary Injunction [Adv. Pro. Docket No. 11] (the "Initial Exelon Sti            '). Under the Initial Exelon Stipulation FES agreed not to terminate the Retail APA pursuant to either Section 10.01(b) or 10.01(dxii) of the Retail APA before ten (10) days after a final resolution of this dispute, provided, however, that FES remained entitled to terminate the Retail APA at any time under any other applicable provision thereof, including, but not limited to, Section 10.01(i) of the Retail APA. On January 23,2079, the Debtors and Exelon entered into, and the Bankruptcy Court entered, a Stipulation and Agreement Order [Adv. Pro. Docket No.3l] (the "Final Exelon Stipulation") related to Exelon's Complaint.
Pursuant to the Final Exelon Stipulation, the Debtors terminated the Retail APA pursuant to Section 10.01(i) of the Retail APA, effective January 22,2079, and paid a termination fee and expense reimbursement to Exelon in accordance with the terms cif tne Retail APA. The Debtors also released certain amounts deposited in    escrow.                    ,
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(d)    Sale of West Lorain On November 20,2018, the Debtors filed the Motion of FirstEnergt Generation, LLC Pursuant to I I U.S.C. $$ /05, 363, 365, and 503 and Fed. R. Bankr. P. 2002, 6004, and 6006for Entry of (l Order Approvins @) Bid Procedures, (b) Procedures for Assumption and Assignment of Certain Executory Contracts and Related Notices, (c) Notice of Auction und Sale Hearing, and (d) Related Relief and (ii)
Order (a) Approving the Sale of FirstEnergt Generation, LLC's West Lorain Assets Free and Clear of Liens, Claims, Encumbrances and Other Interests, (b) Approving Assumption and Assignment of Certain Executory Contracts and Related Cure Amounts and (c) Granting Related Relief [Docket No. 1730]
pursuant to which the Debtors sought authorization to establish bidding procedures and to sell FG's West Lorain Power Plant. Vermillion Power, LLC was selected to be the stalking horse purchaser for the West Lorain Power Plant and related assets, subject to the receipt of higher or otherwise better offers at an auction. A hearing to approve bid procedures for the sale was held on December 18,2018 and the Bankruptcy Court entered an order approving the bid procedures on December 19,2018 [Docket No.
1830]. An auction for the West Lorain Power Plant was scheduled for January 15,2019. No alternative bids for the assets were received by the bid deadline and as a result, the auction was cancelled. A hearing to approve the sale of the West Lorain Power Plant was held on January 25, Z0l9 and the Bankruptcy Court entered an order approving the sale of the West Lorain Plant to Vermillion Power, LLC on such date [Docket No. 2018]. There was an electrical fire at the West Lorain Plant on February 24,2019, which caused damage to certain underground cables. As a result of the fire, FG and Vermillion Power, LLC agreed to a $1,000,000 purchase price reduction pursuant to the terms of the asset purchase agreement. The sale of the facility to Vermillion Power, LLC closed on March 29,2019.
(e)    Acquisition of the Pleasants Power Plant On February 1 ,2019, the Debtors filed a motion (the "Pleasants Motion")33 pursuant to which the Debtors are seeking authorization to acquire the Pleasants Power Plant pursuant to the FE Settlement Agreement. A hearing on the Pleasants Motion was held on March 7, 2Al9 and the Bankruptcy Court entered an order approving the Pleasants Motion on such date [Docket No. 2217]. The sale of the Pleasants Power Plant is expected to close in connection with the Effective Date.
: 3.        Bar Ilate Motion and the Claims Objection Process.
On July 30, 2018, the Debtors filed the Motion of Debtors for Entry af an Order (A) Setting Bar Datesfor Filing Proofs of Claim and Requestsfor Payment Under Section 503ft)(9) of the Banlvuptcy Code, (B) Establishing Amended Schedules Bar Date and Rejection Damages Bar Date, (C) Approving the Form and Mannerfor Filing Proofs of Claim and Requestfor Payment Under Section 503(b)(9) of the Banlvuptcy Code, and (D) Approving Notice Thereof (the "Bar Date Motion") [Docket No. 1068] and on August 22,2018, the Court entered the corresponding order (the "Bar Date Order") [DocketNo. 1199].
The Bar Date Order established October 15, 2018 as the bar date for filing proofs of claim for nongovernmental units, as well as for filing proofs of claim for governmental units and further established deadlines for filing proofs of claim by claimants affected by any amendments to the Debtors' schedules and for damages resulting from the rejection of any executory contract or unexpired lease of the Debtors (collectively, the "Bar Date"). In excess of 1,000 proofs of claim have been filed.
    " Debtors' Motion in Furtherance of Settlement Agreementfor Entry of an Order (I) Authorizing, Nunc Pro Tunc to December 31, 2018, FirstEnergt Generation, LLC's Entry Into and Assumption of the Pleasants Power Station Asset Purchase Agreement; (ll) Authorizing FirstEnergt Generation, LLC's Entry Into the Disposal Agreement on the Closing Date; (III) Authorizing the Debtors' Performance Under Such Agreements; (IV) Authorizing the Transfer of the Pleasants Power Station to the Debtors; and (IV) Granting Related Relief lDocket No. 2052) 66
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The Debtors, along with their advisors, commenced a review and analysis of the Proofs of Claim before the Bar Date and have continued such work thereafter. During the ongoing review period, the advisors reviewed, analyzed and considered the merits of certain of the Proofs of Claim. Specifically, the Debtors' advisors (i) oversaw the creation of the official claims register maintained by Prime Clerk LLC; (ii) identified asserted claims that should be disallowed, expunged, reclassified, modified or reduced (collectively, the -'Disputed Claims"); (iii) conferred with the Debtors' employees and professional advisors to assess the validity of the Claims and obtain additional source documents (particularly where Claims lacked sufficient documentation to analyze their validity); (iv) reviewed the Debtors' omnibus objections to Claims (collectively, the "Omnibus Objections"); and (v) ultimately drafted the schedules annexed to the Omnibus Objections. On November 9,2018, the Debtors filed the First through Sixth Omnibus Objections [Docket Nos. 1660, 1662, 1664,7666,1668, and 1670]. On December I l, 2018 the Court entered orders sustaining the First through Sixth Omnibus Objections [Docket Nos. I808, 1809, 1810, 1811, 1827, and 18281. OnDecember 13,2018, the Debtors filed the Motion of the Debtorsfor Entry of an Order (a) Approving Omnibus Claims Objection Procedures and (b) Authorizing the Debtors to File Substantive Omnibus Objections to Claims Pursuant to Banlcruptcy Rule 3007(c) (the "Claims Objection Procedure Motion") [Docket No. 1738]. The Court entered the Order approving the Claims Objection Procedure Motion on Decemher 14,2018 [Docket No. 1816]. Additionally, on December 14, 2018, the Debtors filed the Seventh Omnibus Objection [Docket No. 1841] and Eighth Omnibus Objection [Docket No. 1844]. On January 6, ?019, the Court entered an order sustaining the Seventh Omnibus Objection [Docket No. 1977] and an order sustaining the Eighth Omnibus Objection [Docket No. 19781. On February 8, 2019, the Debtors filed the Ninth Omnibus Objection [Docket No. 2096], the Tenth Omnibus Objection [Docket No. 2099] and the Eleventh Omnibus Objection [Docket No. 2102].
On March 14,2019, the Court entered orders sustaining the Ninth Omnibus Objection [Docket No. 2285],
the Tenth Omnihus Objection [Docket No. 2286] and the Eleventh Omnibus Objection [Docket No.
22871 On March 8, 2019, the Debtors        filed the Twelfth Omnibus Objection [Docket No. 2236], the Thirteenth Omnibus Objection [Docket No. 2238], and the Fourteenth Omnibus Objection [Docket No.
22411. The Court entered orders sustaining the Fourteenth Omnibus Objection [Docket No. 2490] on April 10, 2019 and the Twelfth        Omnibus Objection [Docket No. 2501], the Thirteenth Omnibus Objection [Docket No. 2502] on April 11, 2019.
: 4.      Employee Incentive and Retention Plans.
In addition to the first day motion authorizing the Debtors to pay compensation and continue benefit programs for the Debtors' employees, the Debtors filed a motion seeking approval to continue their annual incentive compensation programs and to continue participation in the 2016-2018 cycle of the FirstEnergy Corp. Long Term Incentive Plan. The Court entered an order granting this motion on May 15,2018.34 The Debtors also filed a motion seeking approval to continue their employee retention plans (the "Retention Plans Moth"). On May 15,2018, the Court approved the continuation of the Debtors' employee retention programs,3s other than with respect to the proposed 2018 key employee retention plan for FENOC (the "2018 FENOC KERP").
On June 6, 2018, Utility Workers Union of America, Local 270, AFL-CIO, and International Brotherhood of Electrical Workers Locals 29,245, and 1413, AFL-CIO (collectively, the "Unions") filed an objection (the "Unions'-Obiection") to the Retention Plans Motion relating to the 2018 FENOC
  'o See Order Authoriztng the Debtors to (I) Continue to Participate in and Honor Payments Due to the Debtors' Employees in Connection with FE Corp's Long-Term Incentive Program and (ll) Continue the Debtors' Annual Incentive Programs [Docket No. 541].
  "  See Order Authorizing  the Debtors to Continue and Make Payments Due and Owing lJnder the Debtors' Retention Plans [Docket No. 542].
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KERP.36 Evidentiary hearings on the 2018 FENOC KERP were held on July 18, August 10, August 13, 14, 17 and 21. On September 18, 2018, the Court entered a memorandum decision denying the Retention Plans Motion with respect to the 2018 FENOC KERP with leave to amend (theooMemorandum h          .tr 37 Lreclslon J.
Following the Memorandum Decision, the Debtors negotiated at arm's-lenglh and in good faith with the Unions, with input from the Committee, to develop a consensual retention affangement for certain represented employees at the Debtors' nuclear power generation facilities. Ultimately, the Debtors and the Unions reached an agreement (the "Revised FENOC Prop " together with the 2018 FENOC KERP, the "Amended 2018 FENOC KERP").38 On November 30,2018, the Court entered an order approving the Amended 2018 FENOC KERP.3e On January 28,2079, the Debtors filed the Debtors' Motionfor Entry of an Order Approving the 2019 FES KERP [Docket No. 2027] (the "2019 FES KERP Motion"). In the 2019 FES KERP Motion, the Debtors are seeking approval of a key employee retention plan covering nine key employees of FES
                                          -'2019 and six key employees of FG (the              FES KERP"). The maximum aggregate cost of the 2019 FES KERP is approximately $1.2 million with an average cost per individual participant of approximately
  $66,000. A hearing on the 2019 FES KERP Motion was held on March 7,2019 and the Bankruptcy Court approved the 2019 FES KERP Motion on that date [Docket No. 2216].
G.        Events Leading Up to the PIan
: 1.      The Process Support Agreement.
On March 30,2018,40 prior to the Petition Date, the Debtors entered into an agreement (the "Process Support Agreement")ar with, inter alia, (a) members of the Ad Hoc Noteholder Group, (b) members of the Mansfield Certificateholders Group, (c) Metlife, in its capacity as Mansfield Owner Participant in five of the six owner/lessor trusts (Mansfiel d 2007 Trusts A-E)n' under the Mansfield Sale-Leaseback Transaction, (d) U.S. Bank, in its capacity as owner trustee of five of the six owner/lessor trusts under the Mansfield Sale-Leaseback Transaction and (e) Wilmington Savings Fund Society, FSB, solely in its capacity as indenture trustee for certain notes and certificates issued in connection with the
  'u See Objection by lltility Workers lJnion of America, Local 270, AFL-CIO, and International Brotherhood of Electrical Worleers Locals 29,245 and i,4i,3, AFL-CIO, to Debtors'Motionfor Entry of an Order Authorizingthe Debtors to Continue and Make Payments Due and Owning Under the Debtors' Retention Plans [Docket No. 707].
  " See Memorandum Decision Denying Debtors' Motion for Authority to Continue and Make Payments Due and Owing Under the 2018 FENOC Key Employee Retention Plan, With Leaw to Amend [Docket No. 1398].
  'r See Notice of Fiting of Supptement to Debtors' Amended Motionfor Entry of an Order Authorizing the Debtors to Continue and Malre Payments Due and Owing Under the Debtors Retention Plans [Docket No. 1759].
  'n See Order Authorizing the Debtors to Continue and Matre Payments Due and Owing {Jnder the Debtors Retention Plans [Docket No. 17731.
oo Prior to the Petition Date the Debtors engaged in discussions with parties including but not limited to: (i) the members of the ad hoc group of certain holders of (x) pollution control revenue bonds supported by notes (the "EIIS,") issued by FG and NG and (y) certain unsecured notes (the "FES Notes") issued by FES (collectively, the "Ad Hoc Noteholder Group"); and (ii) the members of the ad hoc group of certain holders of pass-through certificates issued in connection with the Mansfield Sale-Leaseback Transaction (the "Mansfield Certificateholders Group").
u' The Process Support Agreement was approved May 9, 2018 by the Order (I) Authorizing the Debtors to Assume
    @) fhe Process Support Agreement and (B) the Standstill Agreement and (II) Granting Related Relief lDocket No.
soel.
o' FE Corp. is Mansfield Owner Participant for the sixth lessor trust, Mansfield 2007 Trust F.
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Mansfield Sale-Leaseback Transaction (collectively, the "PSA Supportins Parties"). The Process Support Agreement set forth certain agreements and understandings with respect to the Debtors' and the PSA Supporting Parties' conduct during the chapter l1 cases, including consulting with certain PSA Supporting Parties with respect to the Debtors' motions and applications seeking "first day" relief, working cooperatively on the implementation of the Debtors' employee retention and severance programs, establishing a protocol for reorganization efforts for the Debtors' businesses, and confirming the payment of certain professional fees. The Process Support Agreement also incorporated a protocol (the "Mansfield Issues Protocol") that established a process for resolving or litigating certain Claims arising from the rejection of the Mansfield Facility Lease Agreements and certainrelated agreements, as well as processes for consultation and cooperation with respect to the operation of Mansfield Unit I during the Chapter 1l Cases and the insurance issues arising from the January 10, 2018 fire at the Bruce Mansfield Plant. While the Committee had not yet been formed at the time of the initial execution of the Process Support Agreement, following the negotiation and incorporation of certain modifications, the Committee became a parfy to the Process Support Agreement solely for purposes of the Mansfield Issues Protocol.
: 2. The Standstill Agreement and the Intercompany Protocol.
On March 30,2018 the Debtors entered into a protocol (the "lntercompany Protocol") and an agreement (the "Standstill Agreemeff") with FE Corp. and certain PSA Supporting Parties with respect to the investigation and resolution of claims between the Debtors, on the one hand, and the FE Non-Debtor Parties, on the other hand (the "FE Non-Debtor      Clah"). The Intercompany Protocol established    a process for coordinated and orderly discovery regarding the FE Non-Debtor Claims. Under the Standstill Agreement, the parties agreed not to seek the appointment of an examiner or otherwise commence litigation with respect to intercompany claims outside the Intercompany Protocol while the Standstill Agreement and the Intercompany Protocol remained in place. While the Committee had not yet heen formed at the time of the initial execution of the Intercompany Protocol and the Standstill Agreement, following the negotiation and incorporation of certain modifications, the Committee became a parfy to the Intercompany Protocol and the Standstill Agreement, as amended and restated, prior to this Court's approval of those agreements on May 9, 2018.
On April 5, 2018, the Debtors filed the Motion of Debtors for Entry ol Order (I) Authorizing the Debtors to Assume (A) the Process Support Agreement and (B) The Standstill Agreement and (II)
Granting Related Relief [Docket No. 203] (the "Pre-Filins Agreements Motion"). In the Pre-Filing Agreements Motion the Debtors sought authority to assume the Process Support Agreement and the Standstill Agreement (collectively, the "Pre-Filing Aereqm '). The Court entered an order authorizing the relief requested in the Pre-Filing Agreements Motion on May 9,2A18 [Docket No. 509]. The Debtors have since filed twelve notices regarding immaterial modifications to the Process Support Agreementa3 and one notice regarding modifications to the Standstill Agreement.aa Ultimately, the Intercompany Protocol and the Standstill Agreement provided the framework to continue and conclude the investigation of potential claims and causes of action against the FE Non-Debtor Parties and for the Settlement Parties (as defined below) to negotiate the FE, Settlement Agreement (as defined below).
ot See [DocketNos.592,768,871,962,1052, 1132,1464,1613, 1850, 1928,2021,and2032.]
oo See [DocketNo. 1084].
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: 3.      The FE Settlement Agreement.
Given the long-standing historical relationship between the Debtors and FE Corp. and its affiliates and subsidiaries other than the Debtors (the "FE Non-Debtor Pami#'), the Debtors undertook a significant investigation into: (a) the potential prosecution of claims and causes of action against the Debtors' ultimate parent and the other FE Non-Debtor Parties and (b) the potential prosecution of claims and causes of action by the FE Non-Debtor Parties against the Debtors. As discussed in greater detail below, approximately one year before the Petition Date, the independent directors of FES (the "lndependent Direct ") retained independent legal and financial advisors to conduct an investigation into the prepetition relationship and dealings of the Debtors and the FE Non-Debtor Parties. After its formation, and in connection with the advisors to the Independent Directors, the Committee and its advisors also conducted an investigation of the prepetition relationship and dealings between the Debtors and the FE Non-Debtor Parties.
In November 2016, all then-existing directors on the boards of FES and FENOC who were then-employees of the FE Non-Debtor Parties stepped down from such boards, and certain Independent Directors for FES were appointed. Following the appointment of the FES Independent Directors, on February 28,2A77, the FES board created an Intercompany Investigation Committee, which was charged with conducting an investigation into the historical intercompany relationships and transactions between the Debtors, on the one hand, and the FE Non-Debtor Parties, on the other hand. The Intercompany Investigation Committee retained the services of Willkie Farr &, Gallagher LLP ("Willkie Farr').
Opportune, LLP ("Opportune") was retained by Willkie Farr with the Intercompany Investigation Committee's approval on May 9, 2017 to provide financial consulting services primarily in connection with a solvency analysis of the Debtors as that might relate to the validity of any claims or causes of action the Debtors would have against the FE Non-Debtor Parties.
Prior to and following the Petition Date, the Intercompany Investigation Committee conducted an investigation which was aimed at identifuing and assessing the viability and quantum of claims the Debtors and their creditors could potentially assert against the FE Non-Debtor Parties in connection with historical intercompany relationships and transactions. Willkie Farr examined numerous transactions between the Debtors and the FE Non-Debtor Parties, including (i) the Non-Utility Money Pool and cash management system;      (ii) the shared services agreements among the FE Non-Debtor Parties and certain of the Debtors (the "Shared Services Agreements"); (iii) the Tax Allocation Agreement; (iv) the single-employer defined benefit pension plan covering substantially all employees of FE Corp. and its subsidiaries, including FES; (v) dividends paid by FES to FE, Corp. and equity investments from FE Corp.
to FES; (vi) transactions between AE Supply and FES, including under power purchase agreements, FES's operation of facilities owned by AE Supply, AE Supply's sale of coal to FES and the AE Supply/FES Intercompany Note; (vii) the termination of FES's then-existing credit facility and the execution of the FE/FES Revolver under which FG and NG provided security; (viii) prepetition asset sales and sale-leaseback transactions involving FG and NG; (ix) aircraft leasing; (x) the announced closures of the Bay Shore Power Plant and certain units at the W.H. Sammis Power Plant; (xi) shared "dispatch" of power bidding and generation between the Debtors and the FE Non-Debtor Parties; and (xii) other intercompany alrangements such as other power sale and purchase agreements and operating agreements. Willkie Farr's investigation of these transactions explored numerous potential claims. The potential claims investigated and analyzed by Willke Farr and the Debtors included: (a) avoidance actions; (b) equitable actions regarding claims; (c) fiduciary duty claims; (d) constructive trust claims; (e) unjust enrichment claims; (f) claims for unconscionable contracts and contracts of adhesion; and (g) claims for fraud, breach of contract, and tortious interference. In addition to potential claims related to intercompany transactions, including but not limited to those described above, the Debtors considered the viability of veil piercing/alter ego or substantive consolidation claims involving FE, Corp. and its subsidiaries.
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Pursuant to the Standstill Agreement, the Debtors provided the advisors to the Supporting Parties (as defined in the Pre-Filing Agreements) and the Committee with copies of the report prepared by Willkie Farr as part of its intercompany investigation and with the underlying discovery materials that FE Corp. had provided to Willkie Farr. Following, the Petition Date, Willkie Farr issued additional discovery requests to the FE Non-Debtor Parties in order to finalize its investigation. Likewise, the Committee propounded its own discovery requests as part of its independent investigation. As part of these subsequent investigations, Willkie Farr and the Committee were ultimately provided more than 1.7 million pages of documents (including those received as part of Willkie Farr's prepetition investigation).
They also conducted an additional nine depositions of the FE Non-Debtor Parties' personnel, three interviews of the Debtors' personnel, and one interview of the Independent Directors, in order to finalize the investigations into potential claims and causes of action against the FE Non-Debtor Parties.
On April 23,2018, the FE Non-Debtor Parties, the Ad Hoc Noteholder Group and the Mansfield Certificateholders Group reached an initial agreement in principle (the "Asreement in Principle with respect to the settlement and compromise of certain claims and causes of action between the Debtors, on the one hand, and the FE Non-Debtor Parties, on the other hand. The Agreement in Principle contemplated that FE, Corp. and the Ad Hoc Noteholders Group and Mansfield Certificateholders Group would negotiate with the Debtors and the Committee over the terms of a final settlement to be reached no later than June 15,2018, which date was later extended to August 1,2018. After hard-fought negotiations, including numerous in-person negotiation sessions in Akron, Ohio, the Debtors and the FE Non-Debtor Parties, the Ad Hoc Noteholder Group, Mansfield Certificateholders Group and the Committee (collectively, the "Settlement Parties") ultimately entered into a settlement agreement (the "FE, Settlement Agreement") on August 26,2018.
The FE Settlement Agreement provides significant financial benefits to the Debtors, including that the FE Non-Debtor Parties will, among other things, (i) contribute a $225 million cash payment to the Debtors' estates, not subject to setoff or reduction (the "FE Settlement Cash"); (ii) issue to the Debtors certain unsecured notes (the "New FE Notes") in the aggregate principal amount of $628 million;45 (iii) waive all prepetition claims that the FE Non-Debtor Parties could have asserted in the Chapter l1 Cases, as well as certain postpetition administrative expense claims; (iv) provide continued Shared Services to the Debtors, while providing the Debtors with a credit for up to $112.5 million for such services to be billed to the Debtors postpetition; (v) pay certain employee and retiree obligations; (vi) continue to perform under the Tax Allocation Agreement for all periods or portions thereof ending on or before the Effective Date, continue to perform under the Tax Allocation Agreement for tax year 2018 as modified by the FE, Settlement Agreement, and, with respect to tax year 2018, provide a guarantee that the FE Non-Debtor Parties will make a cash payment of at least $66 million for the use of the Debtors' NOLs for tax year 2018; (vii) agree that the FE Non-Debtor Parties' will not take a worthless stock deduction with effect prior to the Effective Date; and (viii) contribute the Pleasants Power Plant comprised of two 650 megawatt coal-fired units in Pleasant County, West Virginia to the Debtors, and in connection with any transfer of the Pleasants Power Plant, pay up to S18 million of the costs associated with a planned maintenance outage at the facility.a6 os This $628 million principal amount will be reduced by any cash paid by FE Corp. to the Debtors under the Tax Allocation Agreement for the tax benefits related to the sale or deactivation, prior to or on the Effective Date, of all or any portion of a nuclear or fossil plant, excluding the West Lorain Power Plant. Additionally, the FE Settlement Agreement provides a mechanism for FE Corp. to make a payment to the Debtors in an amount equal to the difference, if any, between the principal amount of the New FE Notes and the market price of the New FE Notes.
ou AE Supply was ultimately responsihle for approximately $14 million of the cost of the planned          maintenance outage.
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The claims being waived pursuant to the FE Settlement Agreement include, but are not limited to:
(i) prepetition claims for Money Pool Balances of approximately $4,000,000; (ii) claims (both prepetition and postpetition) arising under the $700,000,000 FE/FES Revolver, which was fully drawn or utilized as of the Petition Date (totaling $700 million); (iii) claims (both prepetition and postpetition) arising from FE Corp.'s guarantee of FG's obligations under a prepetition settlement with BNSF and CSX relating to a rail transportation contract dispute in an amount of approximately $109,000,000; (iv) claims (both prepetition and postpetition) arising under an unsecured revolving credit note issued in favor of AE Supply in an outstanding principal amount of approximately $102,000,000; (v) claims arising from FE Corp.'s ownership interests in Mansfield 2007 Trust F, including any tax or other indemnity claims arising from the rejection of the Mansfield Facility Documents, which claim FE Corp. has asserted in the amount of approximately $58,000,000; (vi) claims arising from the FE Non-Debtor Parties' performance under certain employee benefit plans, including pension and long-term incentive plans, that apply to the Debtors' employees; and (vii) claims in respect of any overpayment that may have been made to certain of the Debtors by FE, Corp. pursuant to the Tax Allocation Agreement for the tax year 2077.
In short, the FE Settlement Agreement provides that the FE Non-Debtor Parties will contribute significant value to the Debtors' estates in the form of more than $1.1 billion in cash and debt instruments, the Pleasants Power Plant (which has value to the Debtors), comprehensive waivers of approximately $2 billion worth of secured and unsecured claims, and the provision of ongoing Shared Services and tax and workforce support through the Chapter    l1 Cases.
As discussed herein, in exchange for the FE Settlement Value, the Debtors agreed as part of the FE Settlement Agreement, subject to the Consent and Waiver (defined below), that they would include the releases in any plan of reorganization. Failure to obtain Bankruptcy Court approval of the releases would jeopardize the Debtors' ability to realize the FE Settlement Value and the ability of the Debtors to consummate the Plan.
: 4.      Negotiations with the Creditor Groups.
Prior to the Petition Date, the Debtors began discussions with the Ad Hoc Noteholders Group and the Mansfield Certificateholders Group on potential reorganization strategies for the Chapter I I Cases.
These discussions continued during the early months of the Chapter 11 Cases and grew in intensity following the Bankruptcy Court's entry of the FE Settlement Order. The Debtors spent the fourth quarter of 2018 engaged in numerous rounds of discussions with the Ad Hoc Noteholders Group and the Mansfield Certificateholders Group. During this period, the Debtors also encouraged and attempted to facilitate discussions between and among the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, the FES Creditor Group, and the Committee. Each side made numerous proposals and counterproposals on a variety of different plan terms and structures.
The Debtors also engaged with their Independent Directors and Managers on the various proposals and the Independent Directors and Managers engaged in a separate round of negotiations over the terms of a plan that would be acceptable to the Independent Directors and Managers. In November 2016, all then-existing directors on the boards of FES and FENOC who were then-employees of the FE Non-Debtor Parties stepped down from such boards, and two independent directors were appointed-John C. Blickle and James C. Boland-in addition to three members of FES and FENOC management.
In March 2018, Sam Belcher, a director and member of FES and FENOC management, stepped down from the boards of FES and FENOC, and on April 9, 2018, Joseph M. Gingo was appointed as a third independent director  of FES. As discussed above, the Independent Directors of FES are advised by Willkie Farr. In August2018, Raphael T. Wallander was appointed as independent manager of NG and Charles Sweet was appointed as independent manager of FG. Mr. Wallander and Mr. Sweet are represented by Ropes & Gray LLP and Honigman LLP, respectively.
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Ultimately, at the end of 2018, the Debtors were able to reach agreement on the framework for a plan with the Ad Hoc Noteholders Group and the Mansfield Certificateholders Group.
Subsequently, the Debtors, the Ad Hoc Noteholders Group and the Mansfield Certificateholders Group engaged in further negotiations with the FES Creditor Group and the Committee. Each party made numerous proposals and counterproposals on a variety of terms and structures. Additionally the parties had numerous in-person negotiation sessions. Ultimately, on January 23,2019, the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, the FES Creditor Group (collectively, the "Consentilg Creditors"), the Debtors and the Committee entered into the Restructuring Support Agreement pursuant to which the parties agreed to the terms for a proposed plan of reorganization for the Debtors.
: 5.      Investigation of Inter-Ilebtor Claims.
The Debtors filed their schedules of assets and liabilities on May 15,2018, which reflected the Inter-Debtor Claims that existed on the Debtors' books and records as of the Petition Date. The Debtors listed the Inter-Debtor Claims as contingent, unliquidated, and/or disputed. The Debtors, including the Independent Directors and Managers and their respective counsel, have conducted an extensive analysis of the Inter-Debtor Claims, including without limitation, those Inter-Debtor Claims arising under the Inter-Debtor PPAs. Specifically, the Debtors and the Independent Directors and Managers and their respective counsel analyzed, among other things, whether and in what amount the Inter-Debtor Claims should be treated as Allowed Claims, subject to any adjustments based on defenses and arguments with respect thereto. The Debtors shared information and supporting materials with the advisors to the Independent Directors, independent managers of FG and NG (the "lndependent Managers" and together with the Independent Directors, the "Independent Dired                        '), the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, the FES Creditor Group, and the Committee. The Debtors' financial advisor Alvarez & Marsal North America LLC reviewed the Debtors' books and records and the accrual of balances under the Inter-Debtor PPAs. The Independent Directors and Managers also reviewed documentation underlying the Inter-Debtor PPAs and conducted interviews with relevant personnel from the Debtors to understand the historical functioning of the Inter-Debtor PPAs.
The Independent Directors and Managers and their respective counsel also communicated regularly with the Ad Hoc Noteholder Group, the Mansfield Certificateholders Group, the FES Creditor Group and the Committee, as part of this process.
The information obtained in this investigation of the Inter-Debtor Claims informed the bargaining positions taken by parties in the negotiation of the Plan Settlement and the resolution of Inter-Debtor Claims incorporated therein.
: 6.      The  Initial Disclosure Statement Hearing and Subsequent Negotiations.
The Court held an initial hearing to consider approyal of the Disclosure Statement for the Third Amended Joint Plan of Reorganization of FirstEnergt Solutions Corp. et al., Pursuant to Chapter I of  I the Bankruptcy Code on March 19, 2019 (the "Initial Disclosure Statement Hearing"). The Court considered various objections at the Initial Disclosure Statement Hearing, including objections from the Governments, the United States Trustee and certain other parties to certain nonconsensual third party releases in favor of the FE Non-Debtor Released Parties. The objecting parties asserted that the inclusion of such nonconsensual third party releases rendered the Plan "patently unconfirmable" such that the Disclosure Statement should not be approved. The Court ordered additional briefing to address this question and held further oral argument on April 2,2019.
On April 4,2019, the Court issued an oral ruling that the Plan was "patently unconformable" because of the nonconsensual third party releases in favor of the FE, Non-Debtor Released Parties, and IJ 18-50757;amk      i  Doc  2530      FILED  04/18/19 ENTERED 04/18/19 18:51-:48 Fage;80 of 2L5
 
denied the Debtors' Motion      for Order (i) Approving Disclosure Statement, (iil Establishing Procedures for  Solicitation and Tabulalion of Votes to Accept or Reject the Debtors'Joint Chapter Il Plan, (iii)
Approving the Form of Ballots, (iv) Scheduling a Hearing on Confirmation of the Plan, (v) Approving Procedures for Notice of the Confirmation Hearing and for Filing Objections to Confirmation of the Plan, and (vi) Granting Related Relief [Docket No. 21211. The Court subsequently issued an order denying approval of the Disclosure Statement on April 11, 2019 [Docket No. 2500].
Following the Court's oral ruling, the Debtors engaged in negotiations with the FE Non-Debtor Parties, in consultation with the Consenting Creditors and the Committee, on the terms of an amended plan and disclosure statement. As a result of these negotiations, on April 18,2011, the Debtors and the FE Non-Debtor Parties executed that certain Consent and Waiver Agreement between the Debtors and the FE, Non-Debtor Parties (the "Consent and Waiver"), pursuant to which the Debtors and the FE Non-Debtor Parties agreed as follows:
e  The FE Non-Debtor Parties, subject to the Court's entry of the Consent and Waiver Order, agreed to irrevocably waive: (i) any right to terminate the FE Settlement Agreement pursuant to Section 1 1.2 thereof as a direct result of an Adverse Ruling or a Condition Failure Scenario (each as defined in the FE Settlement Agreement) occurring as a result of the failure to obtain approval of the nonconsensual third party releases, (ii) any conditions to the Plan Effbctive Date set forth in Section 10.2(c) and Section 10.2(e) that directly relate to the nonconsensual third party releases set forth in Section 6.3(a) of the FE, Settlement Agreement, subject to the provisions of the Section 3 of the Consent and Waiver, (iii) any breach of the FE Settlement Agreement, including, without limitation, pursuant to any provision of Article VI of the FE Settlement Agreement directly resulting from the failure to obtain approval of the nonconsensual third party releases, and (iv) any arguments, assertions, claims or defenses that the agreements, covenants and obligations of the FE Non-Debtor Parties under the FE Settlement Agreement (including, without limitation, the agreements set forth in Articles II and III of the FE, Settlement Agreement) are no longer effective or enforceable as a result of the failure to obtain approval of the nonconsensual third party releases.
I  The Dehtors agreed that any Plan will provide consensual third party releases in favor of the FE Non-Dehtor Parties that are the same as any consensual third-party releases provided in favor of the Other Released Parties. Nothing in Section 3 of the Consent and Waiver will be deemed to waive the rights of the FE Non-Debtor Parties under Section 10.2(c) of the Settlement Agreement; provided, that, the Plan Releases (as defined in the FE Settlement Agreement) to be included in any Plan shall be deemed to be the FE, Non-Debtor Parties' Consensual Releases (as defined in the Consent and Waiver).
I  The Debtors agreed to pay FE Corp. (or its applicable subsidiary) $60.4 million satisffing amounts owed by the Debtors to FESC with respect to (i) charges for the Voluntary Early Retirement Program ("ERE") for FESC under the Amended Shared Services Agreement (the "Amended SSA") in full settlement of all amounts due and owing by the Debtors with respect to the VERP and (ii) service costs associated with the Debtors' participation in the qualified pension plan (the "Pension Plan") sponsored by FE, Corp.
for the period beginning April 1,2A18 through March 31,2019.47 o' For the avoidance of doubt, these amounts are in accordance with the Financial Projections incorporated in  '
Exhibit D to this Disclosure Statement.
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t  Beginning April 1, 2019 and for so long as one or more Debtors continue to participate in the Pension Plan, each of the Debtors participating in a Pension Plan will continue to pay only the service costs to FE, Corp. with respect to such Pension Plan, such service costs will be calculated based upon the individual employees of the Debtors participating in such Pension Plan as of March 31, 20lg and otherwise will utilize the same assumptions as used to determine the service cost allocation for the FE Non-Debtor Parties that participate in the Pension Plan. After April 1,2079, the service cost calculation will be adjusted quarterly based upon each participating Debtor's actual individual employees at the end of the immediately prior quarter, with all other assumptions only adjusted annually in the ordinary course and using the same assumptions as used to determine the service cost allocation for the FE Non-Debtor Parties that participate in such Pension Plan. The FE Non-Debtor Parties will provide the Debtors with calculations for            such service costs at least thirty (30) days prior to the end of the quarter for which such service costs are being charged. The Debtors will make such payments of service costs on the first business day of the quarter immediately following the quarter for which the service costs were calculated. In the event that the Plan Effective Date occurs on any day other than the last day of the quarter, the FE Non-Debtor Parties will provide the Debtors with calculations for the final quarter's pro-rated service costs at least thiffy (30) days prior to the end of the final quarter for which such service costs are being charged, The Debtor will make such payments of pro-rated service costs on the first business day of the quarter immediately following the final quarter for which the pro-rated service costs were calculated.
a  Beginning on April l, 2018, and for so long as one or more Debtors continue to participate in the Postretirement Health and Welfare Plans sponsored by FE Corp., each of the participating Dehtors will only he obligated to pay to FE Corp. (or its applicable subsidiary) service costs for participating former employees receiving retiree medical and life insurance benefits under such plans; notwithstanding the foregoing, until the Plan Effective Date, the Debtors will continue to make payments in the ordinary course with respect to the ongoing claims and premium costs of its participating former employees.
The Debtors will make service costs payments within 30 days of receipt of an invoice for such costs.
The Debtors filed further amended versions of the Plan and Disclosure Statement on April 18, 2019, along with a motion to approve the Consent and Waiver, and a second hearing to consider the Disclosure Statement was held on May 20,2019.
H.      Settlement of Claims and Causes of Action.
In addition to incorporating the terms of the FE, Settlement Agreement, as modified by              the Consent and Waiver, the Plan Settlement comprises the resolution of the following disputed matters:
a  First, the Plan resolves potential litigation surrounding the allocation of value and consideration received under the FE Settlement Agreement among the Debtors. As previewed for the Court in a number of the objections filed to the FE Settlement Agreement, the creditors of each of the Debtors were keenly focused on issues of allocation and distribution of the FE Settlement Value. The Plan sets forth an agreed-upon allocation of the FE Settlement Value among certain of the Debtors' Estates based on the Debtors' analysis of the various claims and causes of action settled as part of the FE Settlement Agreement, among other considerations.
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I  Second, the Plan resolves potential litigation surrounding the allowance and treatment of Inter-Debtor Claims. As discussed in more detail below, the Debtors have incurred substantial pre- and postpetition Inter-Dehtor Claims. The Plan resolves potential litigation over the allowance and treatment of the Inter-Debtor Clairns by allowing the Inter-Debtor Claims at agreed upon amounts (in certain instances reflecting a discount on the asserted claims) and disallowing other Inter-Debtor Claims, and providing that Holders of the Inter-Debtor Claims will not vote on the Plan, that prepetition Inter-Debtor Claims will receive their Pro Rata share of Unsecured Distributable Value at the applicable Debtor, and that the relative allocations of Unsecured Distributable Value between the Debtors shall be fixed except with respect to the ultimate recoveries on prepetition Inter-Debtor Claims.
a  Third, the Plan incorporates a settlement of potential disputes surrounding the allocation of Administrative Claims    between and among the Debtors. FES currently pays all disbursements on account of all of the Debtors, including Professional Fees and other costs of administration. The Plan incorporates a fixed allocation of projected Administrative Claims, as well as projected Priority Tax Claims, Other Priority Claims and Other Secured Claims among the Debtors and, accordingly, provides greater certainty to Creditors of the various Debtors as to their projected recoveries under the Plan.
t  Fourth, the Plan incorporates the Mansfield Settlement and the Mansfield Owner Parties' Settlement and resolves potential litigation surrounding the rejection of the Mansfield Facility Documents and related agreements, as well as litigation surrounding the amount of any claim or claims arising from such rejection.
t  Fifth, the Plan incorporates a settlement between and among the Debtors, the Committee, the Ad Hoc Noteholder Group, the FES Creditor Group and the                        Mansfield Certificateholders Group concerning the allocation of New Common Stock between the holders of Unsecured Bondholder Claims and General Unsecured Claims and overall allocations of value between and among the Debtors' estates.
Beginning in the fall of 2018, following the entry of the FE Settlement Order, the Debtors, including through their Independent Directors and Managers, actively engaged in good-faith negotiations with their largest creditor constituencies to negotiate the terms of a restructuring proposal that could form the basis of a confirmable chapter I I plan. In order for the Debtors' various competing creditor constituencies, their Independent Directors and Managers, and the Committee to come to an agreement, the Debtors conducted a series of meetings and diligence sessions and responded to numerous data and information requests from the advisors to these constituencies, regarding, among other things, the Inter-Debtor Claims, and the transactions and agreements that gave rise to such claims. In addition, numerous in-person negotiation sessions were held with various professionals and representatives of these parties at which the parties discussed their views and positions with respect to the issues now resolved through the Plan Settlement.
On January 23,2019, after almost five months of ongoing negotiations, the Consenting Creditors, the Committee, and the Debtors, with the approval of the Debtors' Independent Directors and Managers, reached an agreement in principle on the material terms of a plan of reorganization, as set forth in the plan term sheet attached to the Restructuring Support Agreement. The Debtors' boards of directors, upon the advice and recommendation of the Debtors' advisors, as well as the Independent Directors and Managers, upon the advice and recommendation of their respective advisors, concluded that the Plan represents the best path forward for the Debtors, their Estates and all parties in interest, not only because the Plan is 76 ll-B-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/[9 18:5]-:48 Page 83 of 215
 
supported by the Committee and creditor constituencies representing a substantial majority of the Debtors' claims, but because, critically, it reflects a consensual resolution of a number of complicated inter-Debtor and inter-creditor issues.
The Plan Settlement is a global and integrated settlement of numerous litigable                issues surrounding the treatment of Claims and the allocation of value between and among the various Debtors' estates. Each of the integrated components of the Plan Settlement was a necessary condition for each of the other components of the Plan Settlement, and none of the integrated terms can be unwound or undone without impacting every other element of the Plan.
The following is a summary of the Plan Settlement.
: 1. Allocation of FE Settlement Value Among the Estates.
The FE Settlement Agreement did not allocate the FE Settlement Value among the individual Debtors' Estates. Certain parties raised objections to the FE Settlement Motion on the grounds that the FE, Settlement Agreement did not speciff un allocation methodology or otherwise provide for the distribution of the FE Settlement Value among the Debtors' estates. Indeed, certain parties argued that it was impossible to evaluate whether the FE Settlement Agreement was fair and equitable because            it did not allocate the FE Settlement Value among the Debtors' estates.
Certain parties asserted that the lion's share of the FE Settlement Value should be allocated to FES because, among other things, (i) many of the claims against the FE Non-Debtor Parties resolved through the FE Settlement Agreement were claims belonging to FES, and (ii) portions of the FE Settlement Value related to compensation to be paid to the Debtors for the continued use by FE Non-Debtor Parties of the Debtors' tax attributes, a substantial portion of which were owned by FES.
Other parties asserted that the FE Settlement Value was in consideration for substantially more than the probability-weighted value of the claims being resolved in the FE Settlement Agreement, and that such value should be distributed among the Debtors in accordance with alternative legal theories.
Specifically, certain parties asserted that a large portion of the FE Settlement Value should be attributable to potential substantive consolidation claims and veil piercing or alter ego claims against the FE Non-Debtor Parties, which should be allocated to the various Debtors based on the estimated Allowed Claims against each Debtor estate. Additionally, parties argued that credit should be given to other claims and causes of action resolved in the FE Settlement Agreement belonging to estates other than FES, including, without limitation, claims by NG arising from the purchase of interests of certain non-Debtor affiliates in sale-leaseback arrangements relating to NG's nuclear generation facilities.
Any litigation of the allocation of the FE Settlement Value would almost certainly have involved the assessment, on an individual basis, of the various claims and causes of action settled in the FE Settlement Agreement, the value attributable to such claims and causes of action, and the proper entitlement to the benefit of such claims and causes of action. As none of the claims and causes of action against the FE, Non-Debtor Parties were ultimately litigated, this would have been an intensive process, involving numerous litigants, substantial further discovery and a trial before the Bankruptcy Court.
As the objections to the FE Settlement Motion demonstrate, the creditors of each of the Debtors, as well  as the Independent Directors and Managers, were focused on issues      of allocation and distribution of the FE Settlement Value. In the negotiations that led to the Plan Settlement, the creditor constituencies and the Independent Directors and Managers with their counsel discussed a variety of allocation theories based on the perceived strengths and weaknesses of various claims. The Debtors, the Independent 77
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Directors and Managers, the Consenting Creditors, and the Committee considered numerous methodologies to effectuate a fair and equitable allocation of the FE Settlement Value.
Ultimately, the allocation of the FE Settlement Value was resolved as part of the global, integrated Plan Settlement. The Plan Settlement resolves the potential litigation surrounding the allocation of the FE Settlement Value by setting forth an agreed-upon allocation of the FE Settlement Value among certain of the Debtors' Estates based on the Debtors' and the Independent Directors and Managers' analysis of the various claims and causes of action settled as part of the FE Settlement Agreement. Absent the Plan Settlement, the Debtors would likely have been forced to engage in highly contentious and expensive litigation with certain creditors, which would have resulted in substantial delay and uncertainty and the dissipation of significant estate resources.
The FE Settlement Value contributed to the Estates as part of the FE Settlement Agreement will be paid to the Estates in accordance with the terms of the Plan, the FE Settlement Agreement, and the FE Settlement Order. The Plan allocates the direct consideration provided to the Debtors under the FE Settlement Agreement (in particular, the New FES Notes, the $225 million settlement payment, the value of the Pleasants Power Plant and the $1 12.5 million credit provided with respect to shared services) which is estimated to be $1,046,500,000 (the "FE Settlement            Consi        '). Pursuant to the Plan, the FE Settlement Consideration shall be allocated among the Debtor entities as follows:
O  FES: 57.5%
(.)  FG:23.4%
o  NG: 15.1%
o    FGMUC: 1.3%
o  FENOC: 2.7%
: 2. Inter-IlebtorClaims.at Another key component of the Plan Settlement is the resolution of disputes regarding the allowance and treatment of the Inter-Debtor Claims between and among the Debtors. Among the Inter-Debtor Claims are Claims arising from contractual arrangements relating to the sale and purchase of power between and among FES and FG, FES and NG, and FG and FGMUC (the "Inter-Debtor PPAs" and the claims arising thereunder, the "lnter-Debtor PPA C              ').0' Under the Inter-Debtor PPAs, FG and NG se(( all of their power generation to FES, which in turn sells the purchased power into the PJM markets at prevailing market rates. Under an additional Inter-Debtor PPA, FGMUC sells the power generated by Unit 1 of the Bruce Mansfield Plant to FG, which FG then sells to FES under the aforementioned Inter-Debtor PPA between FG and FES. With the exception of the Inter-Debtor PPA between FG and FGMUC,50 the Inter-Debtor PPAs had a one-year term, ending on December 3l of each year, subject to automatic renewal for additional one-year terms unless a party provided written notice of aB The information and statements contained herein are not, and are in no event to be construed as, an admission of any fact or liability by the Debtors or any other Person.
ae Specifically, the Inter-Debtor PPA Claims arise from: (i) the Nuclear Power Supply Agreement hetween FES and NG, dated August 10, 2006; (ii) the Power Supply Agreement between FES and FG, dated January 1,2007; and (iii) the Power Supply Agreement hetween FGMUC and FG, dated December 17,2007.
  'o The Inter-Debtor PPA between FG and FGMUC provides that it remains in effect for the term of the Mansfield S ale-Leaseback Transaction.
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termination 60 days prior to the end of the term." The price paid by the purchasing Debtor under the Inter-Debtor PPAs is calculated by formulas set forth in the agreements that have been established to ensure that the generating entities recover their costs from producing the power plus a small profit. At various points in time, the price paid by FES (or FG in the case of the FCMUC arrangement) with respect to the Inter-Debtor PPAs has been higher or lower than the prevailing market price at which FES sold the power into the PJM markets.
The Debtors and the Independent Directors and Managers, with the assistance of their advisors, conducted an investigation of the Inter-Debtor PPAs, and analyzed the appropriate treatment of the Inter-Debtor PPA Claims in these Chapter 11 Cases. As part of their investigation, the Debtors considered whether the Inter-Debtor PPA Claims should be treated as Allowed Claims, subjected to any discounts or adjustments based on the applicable pricing methodologies under the Inter-Debtor PPAs, avoided as fraudulent conveyances, or recharacterized as equity contributions or dividends.
In addition to the Inter-Debtor PPA Claims, the Debtors analyzed:
o  potential Claims of FENOC against FES relating to, among other things, prepetition cash management transactions and shared services rendered prepetition in March 2018 but billed postpetition in April 2018; a  Claims arising under the Revolving Credit Note between FES and FG, dated January 31, 2013; a  Claims arising under the Revolving Credit Note between FES and NG, dated March 29, 2013; t  Claims arising under promissory notes among all Debtor entities, dated March 19,2018; I  any potential Claims relating to the Non-Utility Money Pool Agreement, dated June              l, 2003; and r  any potential Claims relating to the FES Money Pool Agreement, dated March 16, 2018.
As part of the Debtors' analysis of the Inter-Debtor Claims, the Debtors' financial advisor, Alvarez & Marsal North America LLC ("A&M"), reviewed the Debtors' books and records and the accrual of balances under the Inter-Debtor Claims. A&M and the Debtors' other advisors also reviewed documentation underlying the Inter-Debtor PPAs and other Inter-Debtor Claims and conducted informal interviews with relevant personnel from the Debtors and the FE, Non-Debtor Parties to understand the historical functioning of the arrangements giving rise to the Inter-Debtor Claims. The Debtors shared their analyses and supporting materials with the advisors to the Independent Directors and Managers, the Consenting Creditors, and the Committee.
As noted above, the Debtors' analysis of the Inter-Debtor Claims covered numerous legal theories under which claims could potentially be pursued, including avoidance, fraudulent conveyance, recharacterization, substantive consolidation, and equitable subordination. These analyses guided the settlement of the Inter-Debtor Claims at the allowed amounts and priorities set forth in subsection (e) below.
    " The Inter-Debtor PPAs were amended effective October 31, 2018 to provide that from and after January l, 2019, the applicable Inter-Debtor PPA remains in effect for successive six-month periods unless terminated by either party upon at least 60 days written notice prior to the end of the then-cument six-month term.
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: a. Avoidance Actions Fraudulent transfer actions may be brought under section 548 of the Bankruptcy Code, and state law causes of action under fraudulent transfer theories may be brought pursuant to section 544(b) of the Bankruptcy Code. While the precise analysis of state law causes of action for both actual and constructive fraudulent transfer claims varies by state, certain general principles are set forth below.
An actual fraudulent transfer will be found where a transfer of property is made or an obligation is incurred with actual intent to hinder, delay or defraud present or future creditors. Actual intent often is proven by pointing to certain "badges of fraud" which include, but are not limited to: (i) a close relationship between the parties to the transaction; (iD lack or inadequacy of consideration; (iii) knowledge of the transferor's inability to satisff liabilities; (iv) retention of control over property after the transfer; (v) whether the transfer was disclosed or concealed; and (vi) whether the transfer was of substantially all of the transferor's assets.
A constructive fraudulent transfer will be found where: (i) a transfer of property was made or an obligation was incurred for less than reasonably equivalent value; and (ii) the transferor either (a) was insolvent at the time or was rendered insolvent as a result of such transfer; (b) was left with unreasonably small capital as a result of the transfer or (c) intended to or believe it would incur debts beyond its ability to pay as they matured.
In their  analysis  of the Inter-Debtor Claims, the Debtors assessed potential constructive fraudulent transfer claims under sections 5a8(a)(l)(B) and 544(b) of the Bankruptcy Code and under Ohio state law with respect to the Inter-Debtor PPAs. Under a constructive fraudulent transfer theory, a plaintiff would argue that charges under the Inter-Debtor PPAs, for which FES did not receive reasonably equivalent value, while insolvent, should be avoided. A putative fraudulent conveyance claim would likely allege that discrete monthly Inter-Debtor PPA charges incurred during the lookback and insolvency periods, or the aggregate balance owing to such Inter-Debtor PPA charges during the periods, far exceeded the price that FES received from selling the power purchased under the Inter-Debtor PPAs on the open market, and therefore, failed to provide FES with fair consideration for the obligations incurred.
The adjudication of any avoidance actions related to the Inter-Debtor Obligations would have heen a very fact-intensive undertaking that would have required expert testimony, including, without limitation, with respect to the date of insolvency of FES, and the difference between the contract price and the market price for power generated under the Inter-Debtor PPAs as it relates to whether FES received reasonably equivalent value under the Inter-Debtor PPAs, and the value of other benefits received by FES from the Inter-Debtor PPAs.
In response, the defendants in any fraudulent conveyance action (namely, NG, FG or FGMUC) would argue, among other things, that analyzing discrete monthly Inter-Debtor PPA charges as potential fraudulent transfers is improper because the Inter-Debtor PPAs are long-term supply contracts meant to lock in prices and manage risk over an extended period of time. Instead, a court should look at the risk-hedging aspects of the Inter-Debtor PPAs and the historical charges and revenue received over the life of the contracts, or during any one-year term of the contracts rather than for any given month. The defendants would also assert that there has been no transfer under the Inter-Debtor PPAs during the applicable statute of limitation periods, as applicable law protects payments under a contract from avoidance unless the underlying contract is also avoidable, ffid the automatic renewal of the contracts originally entered into well beyond the lookback period do not constitute separate transfers or obligations.
Another potential defense to a constructive fraudulent transfer claim would be that the transfers made under the Inter-Debtor PPAs were subject to the "forward contract safe harbor" of l l U.S.C. $
5a6(e). Under 1 I U.S.C. $ 546(e), a trustee cannot avoid transfers that are a settlement payment made by 80 18-50757-amk Doc          2530      FILED 04/18/1-9 ENTERED 04/18/19                L8:5L:48 Page BT of 2L5
 
or to a forward contract merchant pursuant to a forward contract. In order to successfully assert this defense, the defendants would have to establish that (i) the Inter-Debtor PPAs are forward contracts, (ii) the delivery of power under the Inter-Debtor PPAs is a "settlement payment" and (iii) one or both parties to the Inter-Debtor PPAs are forward contract merchants.
The defendants would also assert that FES received other benefits from the Inter-Debtor PPAs beyond the power itself, making the overall value FES received under the agreements reasonably equivalent to the price it paid under the contracts. For example, access to power generated by FG and NG provided a hedge to FES's retail business against fluctuating market prices. Additionally, the Inter-Debtor PPAs helped to reduce FES's cash collateral requirements with PJM.52 Litigation of any avoidance actions pertaining to the Inter-Debtor Claims would have required extensive discovery and fact finding, as well as expert testimony, which would have been a significant drain on estate resources, and likely would have taken an extended period of time to resolve. The Plan Settlement incorporates a settlement related to the Inter-Debtor Claims, which includes a settlement of these issues and enables the Debtors to avoid the delay, expense, and uncertainty that would have resulted from any litigation.
: b. Recharacterization The parties to the Plan Settlement also analyzed whether any of the Inter-Debtor Claims could be recharacterized as equity. The underlying question for debt recharacterir.ation is whether the parties intended the transaction to be one of equity or debt. Within the Sixth Circuit, courts look to numerous factors in determining whether debt should be recharacterized as equity, including (i) the names given to the instruments (absence of notes or other instruments reflecting debt suggests that an advance may be a capital contribution rather than a loan); (ii) the presence or absence of a fixed maturity date and schedule of payments (the absence of a fixed maturity date and payment schedule suggests that an advance may be a capital contribution rather than a loan); (iii) the presence or absence of a fixed rate of interest and interest payments (the absence of a fixed interest rate and regularly scheduled interest payments suggests that an advance may be a capital contribution rather than a loan); (iv) the source of repayments (repayment that is dependent on the success of the borrower's business suggests that an advance may be a capital contribution rather than a loan); (v) the adequacy or inadequacy of capitalization (thin or inadequate capitalization at the time of the initial capitalization and/or at the time of an advance suggests that the advance may be a capital contribution rather than a loan); (vi) the identity of interests between the creditor and the stockholder (evidence that a shareholder made an advance in proportion to such shareholder's equity interest suggests that such advance may be a capital contribution rather than a loan);
(vii) the security for the advances (the absence of collateral securing an advance suggests that the advance may be a capital contribution rather than a loan); (viii) the corporation's ability to obtain financing from outside lending institutions (the fact that the dehtor had other financing options available on similar terms at the time an advance is made is generally thought to suggest that a transaction is a loan rather than a capital contribution); (ix) the extent to which the advances were subordinated to the claims of outside creditors (subordination of a creditor's advances to the claims of other creditors suggests that the advance may be a capital contribution rather than a loan); (x) the extent to which the advances were used to acquire capital assets (the use of advances to meet the debtor's daily needs, rather than for the purchase of capital assets, suggests that advances may be loans rather than infusions of equity); and (xi) the presence 52 Entities that purchase power from PJM (like FES does to provide power to its retait customers) are required to post cash collateral to reduce the risk that PJM will not be paid for the power it sells. However, PJM allows entities that sell power to PJM (like FES does through the power purchased from FG and NG under the Inter-Debtor PPAs) to partly offset cash collateral requirements against the amounts that they sell to PJM. Thus, the power purchased by FES under the Inter-Debtor PPAs enabled FES to post less cash collateral with PJM.
8l
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or absence of a sinking ship fund to provide repayments (the failure to establish a sinking fund for repayment suggests that an advance may be a capital contribution rather than a loan).53 No single factor is determinative, and courts may analyze some                or all of    these factors  in determining whether to recharacterize intercompany claims as equity.
The adjudication of any recharacterization claims would have been complicated and fact-intensive. A plaintiff could argue that certain of these factors suggest that the Inter-Debtor Claims should be recharacterized as equity. However, other factors, including the names given to the instruments and the presence of fixed maturity dates suggest that recharacterization would be inappropriate with respect to the Inter-Debtor Claims. Additionally, given a lack of applicable case law, it is unclear whether a claim held by a subsidiary could legally be treated as "equity" in the subsidiary's parent, notwithstanding other Autostyle factors weighing in favor of recharacterization. The Plan Settlement incorporates a settlement related to the Inter-Debtor Claims, which includes a settlement of these issues and enables the Debtors to avoid the delay, expense, and uncertainty that would have resulted from any litigation.
: c. SubstantiveConsolidation The Debtors also analyzed the viability of potential arguments for substantive consolidation, in which a plaintiff would assert that the Court should utilize its equitable powers to consolidate the Debtors' Estates and treat their assets and liabilities as combined. In such an action, the Court would likely apply the Third Circuit's "Owens Corning Test," which provides that substantive consolidation is appropriate if (i) prepetition, the entities sought to be consolidated "disregarded separateness so significantly their creditors relied on the breakdown of entity borders and treated them as one legal entity" (the "Separateness Prong") or (ii) the o'assets and liabilities [of the entities sought to be consolidated] are so scrambled that separating them is prohibitive and hurts all creditors" (the "Entanfllement Prong").s4 Under the Separateness Prong, a plaintiff must show not only that the entities to be consolidated demonstrated a significant disregard of corporate separateness, but also that creditors actually relied on such a breakdown of entity borders. Courts in the Sixth Circuit have required specific facts to be pled showing that creditors relied on the unity of the parties to be consolidated.ss Under the Entanglement Prong, there must be evidence that the entities to be consolidated cannot distinguish between their assets or that such a determination would be extremely difficult and unduly expensive. Evidence must show that "the time and expense necessary even to attempt to unscramble [the entities] [is] so substantial as to threaten the realization of any net assets for all the creditors" or "no accurate identification and allocation of assets is possible."56 The Debtors also analyzed the v_iability of potential arguments for substantive consolidation under the D.C. Circuit's "Auto-Train Test,"" which provides that substantive consolidation is appropriate when the proponent of consolidation has demonstrated that (i) there is a "substantial identity" between the entities to be consolidated and (ii) consolidation is necessary to avoid some harm or to realize some benefit.
t' See Bayer Corp. v. MascoTech,  Inc. (In re Autostyle Plastics, Inc.),269 F.3d726,749-.50 (6th Cir. 2001).
to See In re Owens Corning,4lg F.3d 195 (3d Cir. 2005).
tt  See, e.g., In re Howland, No. 16-5499,2017 WL 2475A at *6 (6th Cir. Jan. 3, 2017) (dismissing claim for substantive consolidation where there were no allegations of misleading financial information being distributed to creditors); In re American Camshaft Specialties, Inc., 410 B.R. 765, 789 (Bankr. E.D. Mich. 2009) (dismissing claim for substantive consolidation where there was no allegation of specific acts that showed a disregard for separateness, notwithstanding that the entities held joint board meetings).
tu In re Augie/Restivo BankingCo.,860 F.2d 515,519 (2d Cir. lgSS).
t' See Inre Auto-TrainCorp.,Inc., 810 F.2d270,277 (D.C. Cir. 19S7).
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Substantive consolidation is an extraordinary legal remedy, which would require legally complex and factually intensive analysis. Litigating these issues would undoubtedly demand lenglhy discovery and fact and expert testimony regarding the entanglements between the various Debtor entities and creditor reliance on the separateness or interrelatedness of the Debtors, resulting in expensive, protracted litigation that could jeopardize distributions to creditors. Moreover, substantive consolidation is considered to be an "extreme" remedy to be used only "sparingly." The Plan Settlement incorporates a settlement related to potential substantive consolidation claims that could have been raised in connection with the Inter-Debtor Claims or otherwise, enabling the Debtors to avoid the delay, expense, and uncertainty that would have resulted from this litigation.
As settlement for, among other things, assertions that the Debtors' Estates should be substantively consolidated, the Plan Settlement further provides that (i) $45.75 million of the aggregate Unsecured Distributable Value otherwise available for distribution to Unsecured Bondholder Claims shall be reallocated to Holders of Single-Box Unsecured Claims against the various Debtors ratably based on the allocation of FE Settlement Value to such Debtors; (ii) the portion of the Reallocation Pool allocable to NG shall in tum be reallocated pro rata to Holders of Allowed Single-Box Unsecured Claims against FES; and (iii) in connection with the resolution of the FENOC Postpetition Claim Against FES, $12.5 million of the aggregate distributable value available at FES through the treatment of FENOC Postpetition Claim Against FES that would have otherwise been distributed to Holders of Unsecured Bondholder Claims shall be reallocated to Holders of Single-Box Unsecured Claims against FES and holders of claims against both FENOC and FES. As a further term of the settlement of potential Inter-Debtor Claims and substantive consolidation arguments between FENOC and FES, holders of claims against FENOC and FES will be entitled to elect to receive equity in the Reorganized Debtors in lieu of cash, up to the amount of the Claim against FENOC guaranteed by FES.
: d. Equitable Subordination In conducting an analysis of the Inter-Debtor Claims, the Debtors also reviewed the viability of potential actions to equitably subordinate such claims. The Bankruptcy Code allows for the subordination of otherwise allowed claims on equitable principles.ss This is an unusual remedy that is only applied in limited circumstances, and courts in the Sixth Circuit oouse great caution" when considering equitable subordination as a remedy.se In order to bring a successful equitable subordination claim, a plaintiff would have to show that: (i) the claimant engaged in some type of inequitable conduct; (ii) the misconduct must have resulted in injury to the creditors of the bankrupt entity or conferred an unfair advantage on the claimant; and (iii) equitable subordination of the claim is not inconsistent with the provisions of bankruptcy law.60 Although the Debtors' analysis did not uncover any evidence that would support a claim for equitable subordination, litigating a potential equitable subordination action would still cary legal risks and substantial costs.
As discussed in greater detail above, litigation of these and any other similar claims would be extremely time consuming and expensive. Fraudulent conveyance, recharacterization, substantive consolidation, equitable subordination and similar issues are highly complex and factually intensive, requiring extensive discovery and expert testimony addressing solvency, valuation, contemporaneous exchange of value, arms-length terms, accounting practices, and allocation issues. Absent consensual resolution, fully litigating these issues would significantly diminish the resources of the Debtors' Estates and substantially delay the ability to confirm any chapter 1l plan of reorganization. With these
  '* ll u.s.c. g 5lo(c).
t' In re Autostyle Plastics, \nc.,269 F .3d 726, 745 (6th Cir. 2001).
uo.See In re Baker & Getty Financial,Srvs., lnc.,974F.2d712717-18 (6th Cir. 1992) 83 18-50757-amk Doc 2530 FILED 04/18/1-9 ENTERED 04/1-8/19 18:51-:48 Page 90 of 215
 
considerations in mind, after analyzing the Inter-Debtor Claims, the Debtors, in consultation with the Committee, the Consenting Creditors and the Independent Directors and Managers, determined that the Inter-Debtor Claims should be treated as set forth in the Plan.
Pursuant  to  section 1123    of the Bankruptcy Code        and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits under the Plan, the Plan shall constitute a good faith settlement of any and all potential or actual objections to the validity or allowance of the Inter-Debtor Claims. Entry of the Confirmation Order shall constitute approval of the Allowed amount of the Inter-Debtor Claims in accordance with the Plan Settlement.
: e. Allowance of Inter-Debtor        Claims Under the Plan Settlement Pursuant to the Plan Settlement, the Inter-Debtor Claims shall be allowed as follows:
o FES Prepetition Inter-Debtor Claims aeainst FENOC            -  Allowed as Unsecured Claims in the aggregate amount of $32,603,276; o FES Prepetition Inter-Debtor Claims aeainst FGMUC            - Allowed as Unsecured Claims in the aggregate amount of $360,871,968.
o    FG Prenetition Inter-De      Claims asainst FES - Allowed as Unsecured Claims in the aggregate amount of $1,488,190,630 (representing a 15% discount to the aggregate asserted amount of such Claims, which equals $1,750,812,506);
o    NG Prepetition Inter-Debtor Claims aeainst FES    -  Allowed as Unsecured Claims in the aggregate amount of $1,670,896,976 (representing a 4.7Yo discount to          the aggregate asserted amount of such Claims, which equals $1,753,302,179);
o    FG Postpetition Inter-Debtor. Claims against FES - Claims shall be Allowed as super-priority Administrative Claims in an amount equal to $120,291,389, which reflects a650/o discount to the total amount estimated to accrue by June 30, 2019 of
                        $343,689,684; o    NG Postpetition Inter-Debtor Claims asainst FES      - Claims shall be Allowed as super-priority Administrative Claims'in an amount equal to $238,431,879 (which reflects an agreement to, subject to Consummation of the Plan, forgo any claim on any additional amounts that may accrue from and after June 30, 2019);
o NG Prepetition Inter-Debtor Claims against FGMUC            -  Allowed as Unsecured Claims in the aggregate amount of $6,555,811; o                      on Inter-Debtor                    F -Allowed as Unsecured Claims in the aggregate amount of $901,881 ,812 (representing a 15o/o discount to the aggregate asserted amounts of such Claims, which equals $1,061,037,426);
o    FGMUC Postpetition Inter-Debtor Claims against FG - disallowed in full (which claims were forecasted to equal $54,485,339 as of June 30, 2019, but which resolution takes into account that Unit 1 of the Bruce Mansfield Plant has not operated consistently since the January 2018 fire and Units I and 2 were deactivated in February  2019);                                                                    ,
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o FENOC Postpetition Inter-Debtor Claims against FES - Claims shall be Allowed (i) as super-priority Administrative Claims in the amount of $2,000,000 and (ii) as an Unsecured Claim in the aggregate amount of $28,000,000, which claim was originally scheduled as a $30,000,000 Administrative Claim, provided, however that all amounts comprising the claim were accrued prepetition; o    FENOC Postpetition Inter-Debtor Claims aeainst NG      -  claims shall be Allowed as super-priority Administrative Claims in the amount  of $69,929,047 (which reflects an agreement to, subject to Consummation of the Plan, forgo any claim on any additional amounts that may accrue from an after June 30, 2019);
o FEALC Prepetition Inter-Debtor Claims against FES          -  Allowed as Unsecured Claims in the aggregate amount of $2,322,802; and o    FEALC Preoetition Inter-Debtor Claims asainst          FGMUC          Allowed  as Unsecured Claims in the aggregate amount of $106,785.
Additionally, as part of the Plan Settlement, and in consideration of arguments that the Debtors' Estates should be substantively consolidated, $45.75 million of the aggregate Unsecured Distributable Value otherwise available for distribution to Holders of Unsecured Bondholder Claims shall be reallocated to holders of Single-Box Unsecured Claims against the various Debtors ratably based on the allocation of FE Settlement Consideration to such Debtors (the "Reallocation Poo["). For the avoidance of doubt, Postpetition Inter-Debtor Claims shall not receive a recovery from the Reallocation Pool.
The portion of the Reallocation Pool allocable to NG (the "NG Reallocation Pool") shall, in turn, be re-allocated ratably to Holders of Allowed FES Single-Box Unsecured Claims. For the avoidance of doubt, prepetition Inter-Debtor Claims will not receive any portion of the NG Reallocation Pool.
In connection with the resolution of the FENOC Postpetition Claims against FES, $12.5 million of the  aggregate Unsecured Distributable Value otherwise available for distribution to the Holders of Unsecured Bondholder Claims shall be re-allocated to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims (the "FENOC-FES Claim Reallocation"). For the avoidance of doubt, prepetition Inter-Debtor Claims will not receive a recovery from the FENOC-FES Claim Reallocation. The settlement of the Inter-Debtor Claims incorporated into the Plan Settlement was one component of a global, integrated settlement of numerous issues, not solely a settlement of issues related to the resolution of the Inter-Debtor Claims alone.
: 3. The Mansfield Settlement.
Pursuant to the Mansfield Facility Lease Agreements, FG is lessee of undivided interests that, in the aggregate, represent 93.825% of Unit I of the Mansfield Plant ("Mansfield Unit l"). FG owns the remaining 6.175% of Mansfield Unit 1 not subject to the Mansfield Facility Lease Agreements.
Additionally, FG owns Units 2 and 3 of the Mansfield Plant, as well as all of the common and shared facilities of the Bruce Mansfield Plant. The Mansfield Facility Lease Agreements were executed as part of the Mansfield Sale-Leaseback Transaction, which is governed by six substantially similar participation agreements. Pursuant to the participation agreements and other operative documents for the Mansfield Sale-Leaseback Transaction, FG sold six separate undivided interests in Mansfield Unit I to six lessor trusts. The lessor trusts, in turn, leased their interests in Mansfield Unit 1 back to FG. The terms of the Mansfield Facility Lease Agreements initially expire on June 13, 2040.
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On April 7,2018, the Debtors filed a motion to reject the Mansfield Facility Lease Agreements and certain related agreements.sl On May 9,2018, the Court approved the Process Support Agreement and the Mansfield Issues Protocol, which established a process for resolving or litigating certain Claims arising from the rejection of the Mansfield Facility Documents, as well as processes for consultation and cooperation with respect to the operation of Mansfield Unit 1 during the Chapter 1l Cases and the insurance issues arising from the January 10, 2018 fire at the Mansfield Plant.62 The parties' participation in the Mansfield Issues Protocol ultimately led to the Mansfield Settlement, which resolves potential litigation regarding (i) the rejection of the Mansfield Facility Documents and the amount of any Claim or Claims arising from such rejection; and (ii) the future ownership of Mansfield Unit 1, including the entitlement to any insurance proceeds from the January 10, 2018 fire at the Mansfield Plant. Specifically, the Mansfield Settlement provides that:
a  the Mansfield Certificate Claims  will be allowed in the amount of $786,763,400.00; t  the Mansfield Certificate Claims    will be allowed as Unsecured Claims against each    of FGMUC, FG, NG and FES; I  the aggregate 93.825% undivided interests in Mansfield Unit 1 that are the subject of the Mansfield Sale-Leaseback Transaction, and any and all insurance proceeds to which the Mansfield Indenture Trustee (not in it is individual capacity but solely as Mansfield Indenture Trustee), the FE, Owner Trustee (not in it is individual capacity but solely as owner trustee), or the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee) might otherwise be entitled will be treated Ers unencumbered property of the Debtors' estates; t  any insurance proceeds recovered on account of Mansfield Unit          I and any additional value attributable to Mansfield Unit I will be transferred to NG; I  the Confirmation Order shall serve as an order authorizing the rejection, nunc pro tunc to the Petition Date, of the Mansfield Facility Documents; and a  $10 million of the aggregate Unsecured Distributable Value otherwise available for distribution to the holders of Mansfield Certificate Claims shall be reallocated to the Holders of the Unsecured PCN Claims and FES Notes Claims.
Any litigation of issues pertaining to the rejection of the Mansfield Facility Documents would have involved a litigation of the size of the resulting rejection damages Claim, which would be subject to dispute based on whether the statutory cap under section 502(bX6) of the Bankruptcy Code applicable to nonresidential real property leases should apply to such claim. This question would turn on whether (a) the Mansfield Facility Lease Agreements were ootrue leases" or were more appropriately characterized as financings and (b) whether the portion of Mansfield Unit I subject to the Mansfield Facility Lease Agreements constitutes real property or personal property. There would also be litigation regarding the Debtors against which the Mansfield parties could assert the rejection damages Claims, including whether the upstream guarantee from NG to FES would apply such that these Claims could be asserted against NG.
ut See Motion of the Debtors for Entry of an Order Authorizing the Debtors to Reject Certain Lease Agreements
[DocketNo.64].
u' Sr" Order (I) Authorizing the Debtors to Assume (A) The Process Support Agreemenr and (B) the Standstitl Agreement and (II) Granting Related Relief lDacket No. 5091.
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Section 502(bX6) of the Bankruptcy Code caps the claim of a lessor for damages resulting from termination    of a  lease of  nonresidential real property    at the greater of one year's rent, without acceleration, or 15 percent, not to exceed three years, of the remaining lease term. Where a lease term runs for a substantial period after rejection, as it does in these cases, the cap can significantly reduce the claim a lessor is entitled to assert against the estate. The 502(bX6) cap only applies to "true leases" as opposed to financing agreements, and only to leases of real properfy, as opposed to personal properfy. In order for the cap to apply, the Debtors would have been required to prevail on both of these issues (i.e.,
that the Mansfield Facility Lease Agreements constitute "true leases" as opposed to financings, and that the property subject thereto consists of real property as opposed to personal property).
In determining whether a lease is a "true lease" or financing arrangement, courts look beyond the form of the agreement to the economic substance of the transaction to determine whether a transaction is more in the nature of a lease or a financing. When analyzing sale-leaseback transactions such as the Mansfield Sale-Leaseback Transaction, this analysis is complicated because these transactions are done for financial reasons and have characteristics of both a "true lease" and a frnancing arrangement. The question of whether the property subject to the Mansfield Sale-Leaseback Transaction constitutes real property or personal property is also not straightforward. While the Debtors believe that the Bruce Mansfield Plant is permanently affixed to the real estate on which it sits and therefore has the character of real property, the Mansfield Sale-Leaseback Transaction involved the conveyance of partial (i.e.,
93.825%) interests in discrete pieces of machinery and equipment that the Mansfield Certificateholders Group would argue is removable, among other relevant factors, and, therefore, constifutes personal property. Litigating these issues would have involved extensive discovery and expert testimony on highly technical issues of fact. And the stakes in such litigation would have been high: if the Court were to have determined that the 502(b)(6) cap applied, the Debtors estimate that the rejection damages claim would be approximately $236 million. Conversely, if the Court were to have determined that the 502(b)(6) cap did not apply, the rejection damages claim could have been as much as $1.57 billion.
With respect to potential obligors on any rejection damages claims it is undisputed that the Mansfield Indenture Trustee could assert claims at FG, FGMUC and FES. Specifically, FES entered into a parent guarantee of FG's obligations under the Mansfield Sale-Leaseback Transaction. The Mansfield Certificateholders Group has asserted that the general upsffeam guarantee by NG in favor of FES results in the rejection damages Claims being assertable at NG. Specifically, the Mansfield Certificateholders Group would argue that the lease rejection damages are '.FES Indebtedness" subject to NG's guarantees because they are, among other categories of FES Indebtedness, "obligations of FES for borrowed money" and "obligations of FES evidenced by honds, debentures, notes or similar instruments." While FES, NG and FG would argue, among other things, that FES and FG did not borrow funds or have a direct obligation to make payments in respect of any notes or similar instruments in connection with the Mansfield Sale-Leaseback Transaction, there is a risk that a court might find that, in a general sense, FG's rent payment obligations, as part of a structured financing transaction, were tantamount to debt service payments that would fall within the spirit of the guarantees. The Mansfield Certificateholders Group would also argue that the Mansfield Facility Lease Agreements are "capital leases in respect of which FES is liable as lessee." The Debtors would argue that FES is not liable as a lessee and the Mansfield Facility Lease Agreements are not recorded as capital leases on FES's or FG's books and records. The Mansfield Certificateholders Group may counter that the Mansfield Facility Lease Agreements should have been treated as capital leases under generally accepted accounting principles.
Issues around claims allowance are not the only issues resolved by the Mansfield Settlement.
With respect to the postpetition operation of Mansfield Unit 1, the Debtors would likely have had to engage in disputes relating to, among other things: (D administrative expense claims and other postpetition claims against the Debtors stemming from the operation of Mansfield Unit 1; (ii) entitlement to revenue arising from capacity or energy generation by Mansfield Unit l; (iii) any penalties or other 87 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/1-8/19 18:51-:48 Page 94 of 215
 
liabilities arising from capacity or ener5/ generation by Mansfield Unit 1; and (iv) any costs incurred by FG arising from its operation of Mansfield Unit l. Further, the Debtors would likely have been forced to litigate disputes related to the use and/or allocation of insurance proceeds arising from the January 10, 2018 fire at the Bruce Mansfield Plant. Litigation of these and other issues would have consumed substantial time and significant estate resources.
The Plan contemplates that entry of the Confirmation Order, pursuant to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, will constitute approval of the Mansfield Settlement, on the terms set forth in the Plan. The Mansfield Settlement constitutes a good faith compromise and settlement of the Claims held by Mansfield Indenture Trustee and potential objections to the amount, priority and availabiliff or applicability of any guarantees related to such Claims. The Mansfield Settlement further contemplates that ownership of the Bruce Mansfield Plant will be transferred to FG and authorizes the parties to the Mansfield Settlement to take any actions necessary in furtherance of that transfer, including any necessary regulatory filings or filings with FERC. On the Effective Date, the Mansfield Facility Documents shall be deemed rejected nunc pro tuncto the Petition Date.
The Mansfield Settlement, as incorporated into the Plan Settlement was one component of a global, integrated settlement of numerous issues, not solely a settlement of issues related to the Mansfield Facility Lease Agreements or the rejection thereof.
: 4. Manslield Owner Parties' Settlement Subsequent to the initial execution of the RSA on January 23,2019, the Debtors, certain of the Consenting Creditors, and the Committee engaged in settlement discussions with the Mansfield Owner Parties, resulting in the Mansfield Owner Parties' Settlement, which settles the claims asserted by the Consenting Owner Participant (Metlife) and the Consenting Owner Trustee.63 Specifically, the Mansfield Owner Parties' Settlement provides for the following:
t  The allowance of the Consenting Owner Participant's claims as Mansfield Owner Participant in the Mansfield Sale-Leaseback Transaction arising under the Mansfield          Ta>r Indemnity Agreements, the Mansfield Participation Agreements, and other lease documents as unsscured claims against FG, FES and FGMUC in the aggregate amount of
                      $178,000,000, distributable only as Distributions in Cash; I  the allowance of the Consenting Owner Trustee's claims in its individual capacity arising under the Mansfield Participation Agreements and other lease documents as unsecured claims against FG, FES and FGMUC in the aggregate amount                        of  $28,882.75, distributable only as Distributions in Cash. Upon the Effective Date, except as specifically Allowed pursuant to the Plan, all Proofs of Claim filed by the Consenting Owner Trustee in its capacity as owner trustee shall be deemed automatically withdrawn without further notice to or action by the Bankruptcy Court and shall be expunged from the claims register; I  the following property to be transferred to and be deemed and treated as unencumbered properly of the Debtors' Estates or the Reorganized Debtors: (a) the Consenting Owner Trustee's portions and the FE Owner Trustee's portion              of the 93.825%    aggregate 63 The Consenting Owner Trustee is the owner of 82.0% of an aggregate 93.825% undivided interests in Mansfield Unit  I (representing76.9165% of the total 100% ownership of Mansfield Unit 1), and, as such, is included in the Mansfield Owner Parties' Settlement in order to facilitate the transfer of such aggregate 93.825% of such undivided interests contemplated in the Mansfield Sefflement and the Mansfield Owner Parties' Settlement.
88 18-50757-amk Doc 2530 FILED 04/18/1-9 ENTERED 04/1-8/19 18:51:48 Page 95 of 215
 
undivided interests in Mansfield Unit I that are the subject of the Mansfield Sale-Leaseback Transaction and (b) any and all insurance proceeds recovered on account of Mansfield Unit I to which the Mansfield Indenture Trustee (not in it is individual capacity but solely as Mansfield Indenture Trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee) might otherwise be entitled; t    a release of liability for the Consenting Owner Participant and the Consenting Owner Trustee in connection with the Consenting Owner Trustee's aggregate 82.0% portion of the aggregate 93.825% undivided interests in Mansfield Unit l, which are being transferred to the Debtors or Reorganized Debtors, and the rejection of the Mzursfield Facility Documents and other customary mutual releases, under the Plan; a    payment of all reasonable and documented fees and expenses of the Consenting Owner Participant and the Consenting Owner Trustee and their respective professionals incurred in connection with the Chapter l1 Cases, in each case under the Plan; and a    the Confirmation Order authorizing the rejection and termination, nunc pro tunc to the Petition Date, of the Mansfield Facility Documents.
Metlife is the current Mansfield Owner Participant of Mansfield2007 Trusts A-E, which in turn, own  an  aggregate 82.0% of the aggregate 93.825% undivided interests in Mansfield Unit l. As Mansfield Owner Participant, Metlife is a party to five of the six substantially identical Mansfield Tax Indemnity Agreements, under which FG agreed to indemnify Metlife for the loss of certain tax benefits associated with Metlife's respective interests in Mansfield 2007 Trusts A-E. These Mansfield Tax Indemnity Agreements provide that Metlife will be compensated for "the additional U.S. federal income taxes payable by Owner Participant" as a result of its tax losses attributable to certain lessee actions or events of default, including the rejection of the related leases and any foreclosure by lenders resulting from a lessee bankruptcy.
On June 1,2018, pursuant to the Mansfield Issues Protocol, Metlife filed proofs of claim against FES, FG, FGMUC and NG (the "Metlife Claims"). The Metlife Claims assert substantially identical general unsecured non-priority claims in an amount not less than $444,030,856.94. Also on June l, 2018, the Consenting Owner Trustee filed proofs of claim against FES, FG, FGMUC, and NG asserting substantially identical general unsecured non-priority claims in an amount not less than $900,150,662.83, of which $28,882.75 related to indemnity claims asserted by the Consenting Owner Trustee in its individual capacity and $900,121,780.08 related to claims pledged as security to the Mansfield Indenture Trustee, which are to be resolved separately pursuant to the Mansfield Settlement.
The Debtors, with the assistance of their advisors, conducted an investigation of the Metlife Claims and analyzed the appropriate treatment of the Metlife Claims in these Chapter I I Cases. The Debtors and their advisors reviewed the Mansfield Tax Indemnity Agreements, documents underlying the Mansfield Sale-Leaseback Transaction, and documents provided by Metlife. The Debtors shared their analyses and supporting materials with the advisors to the Ad Hoc Noteholder Group, the Mansfield Certificateholders Group, the FES Creditor Group and the Committee.
Any litigation of the Metlife Claims would have involved a litigation of numerous complex legal issues. In support of its asserted claim for approximately $444 million, Metlife would have advanced a number of arguments based on the language of the Mansfield Tax Indemnity Agreements and the tax implications arising as a result of the rejection of the Mansfield Facility Documents and the actual or likely foreclosure of Metlife's Mansfield 2007 Trust A-E's undivided interests. Specifically, Metlife 89 1-8-50757-amk Doc          2530    FILED    04/18/Lg ENTERED,04/18/19 1-8:51:48 Page 96 of 215
 
would argue that it is entitled to be indemnified for both (i) an unanticipated inclusion of income and (ii) the loss of depreciation, amortization and interest deductions that it anticipated receiving over the term of the Mansfield Sale-Leaseback Transaction that it would no longer receive by virtue of the rejection of the Mansfield Facility Documents. In addition, Metlife would argue that these losses would have to be valued using the tax rates prescribed under the Mansfield Tax Indemnity Agreements. Moreover, Metlife would argue that, in order to ensure that the net amount of indemnification received by Metlife covers its tax losses, the Mansfield Tax Indemnity Agreements require that the indemnity payment be made on a grossed-up, after-tax basis at the highest marginal rate of taxation applicable to corporations in Metlife's federal, state and local jurisdictions.
Finally, Metlife would argue that      it need not reduce the amount of the Metlife Claims or compensate the Debtors for any tax savings that      it may realize by virtue of the rejection of the lease and the cessation of allocated lease rent for      the remainder of the term of the Mansfield Facility Lease Agreements.
With respect to the guarantee by NG, Metlife would argue that indemnification obligations under the Mansfield Tax Indemnity Agreements are supplemental rent under the Mansfield Facility Lease Agreements, and that such rent is indebtedness or a capital lease obligation covered by the NG guarantee.
In response to Metlife's asserted claims and supporting arguments, the Debtors and other parties would argue that the Mansfield Tax Indemnity Agreements contain a number of provisions that make clear that the owner participant must account for any tax savings in the calculation of any indemnity payment owed to it thereunder.
The Debtors would also argue that, by failing to take into account tax savings in calculating the amount of indemnity owed to it under the Mansfield Tax Indemnity Agreements, the owner participant receives an impermissible windfall to the detriment of the Debtors' Estates and creditors, which should not be permitted by a court of equity.
Additionally, the Debtors would argue that fundamental principles of contractual law require the netting of losses and gains in calculating damages flowing from a breach of contract.
The Debtors and other parties would also argue that  Metlife's tax losses under the Mansfield Ta:i Indemnity Agreements are substantially less than Metlife asserted, including, among other things, that:
(i) Metlife is not entitled to assert a claim for lost deductions based on the language of the Mansfield Ta:<
Indemnity Agreements and the nature of the acceleration of recognized tax losses upon rejection of the Mansfield Facility Documents; (ii) the amount of any indemnity claim must be limited to the amount of any income inclusion, the calculation of which would include the tax savings the owner participant would realize from no longer having to recognize net income under the Mansfield Facility Documents, all taxed at a lower tax rate than asserted by Metlife; (iii) the amount of any such claim cannot exceed the "Equity Portion" of the "Termination Amount" as those terms are defined in the Mansfield Facility Documents (approximately $255 million as of the Petition Date), since the Mansfield Tax Indemnity Agreements explicitly state that the lessee would owe no tax indemnity obligations to the owner participant to the extent that the owner participant is paid the Equity Portion of the Termination Amount provided in the Mansfield Facility Documents; and (iv) the amount of the tax gross-up owed must be based on the amount of the owner participant's actual recovery in the bankruptcy proceedings, and not the full amount of its allowed claim. Additionally, the Debtors and other parties would argue that the owner participant may not assert a claim under the Mansfield Tax Indemnity Agreements against NG because the upstream and downstream guarantees do not cover indemnification obligations to the Mansfield Owner Parties under the Mansfield Tax Indemnity Agreements, the Mansfield Facility Documents, or any obligations 90 l-B-50757-amk Doc          2530      FILED    04/18/19 ENTERED            04/18/1-9  L8:5L:48 Page 97 of 215
 
arising from FES's guarantee of FG's obligations under those agreements,        Metlife would argue that these assertions are without merit and would contest them.
Absent approval of the Mansfield Owner Parties' Settlement, the Debtors would be required to expend significant time and resources litigating the Metlife Claims, and would have been required to establish a reserve under the Plan to account for such claims, all of which could reduce or delay recoveries for the Debtors' other creditors. Moreover, the transfer of Mansfield Unit 1 contemplated under the Mansfield Settlement would be significantly more costly and time-consuming without the cooperation of the Consenting Owner Participant and the Consenting Owner Trustee. In addition, as a further concession, Metlife agreed to take its Distribution in Cash. Consequently, the Debtors believe the Mansfield Owner Parties' Settlement is fair, equitable, represents the exercise of the Debtors' sound business judgment, is in the best interests of the Debtors' creditors, and within the range of reasonableness required by Bankruptcy Rule 9019.
The PIan contemplates that entry of the Confirmation Order, pursuant to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, will constitute approval of the Mansfield Owner Parties' Settlement, on the terms set forth in the Plan. The Mansfield Owner Parties' Settlement constitutes a good faith compromise and settlement of the Claims held by the Consenting Owner Participant and Consenting Owner Trustee and potential objections to the amount, priority and availability or applicability of any guarantees related to such Claims.
: 5. Settlement of Allocation of Value Among the Debtors' Creditors.
In addition to the settlements related to the allocation of FE, Settlement Value, Inter-Debtor Claims and the issues stemming from the Mansfield Sale-Leaseback Transaction discussed above, the global Plan Settlement also contains settlements of issues relating to the allocation of value among the Debtors' creditors, which are equally essential to the Plan Settlement.
The Plan Settlement also provides for the allocation of the proceeds of the prepetition inter-company revolving credit facility between FES, as borrower, FE Co.p., as lender, and FG and NG as guarantors (the "FE/FES Revolver"). During negotiations of the Plan Settlement, FES and its creditors asserted that all of the proceeds of the FE/FES Revolver should be allocated to FES, as FES was the borrower and the proceeds are held in a bank account owned by FES. FG and NG, as well as certain of the creditor parties, asserted that substantial amounts of the proceeds should be allocated to those entities, as those entities provided guarantees to FE Corp. secured by the generating assets of those entities, and FES would not have been able to obtain similar financing without such secured guarantees. Under the Plan Settlement, $475 million of the FE/FES Revolver will be allocated to FES, and the remaining $25 million will be allocated to FG.
In light of the ongoing business of the Debtors, the potential substantial time between confirmation of the Plan and the Plan Effective Date, and inherent uncertainty of future market conditions, the Plan Settlement also incorporates a mechanism to maintain the allocation of value among the Debtors' Estates resulting from the Plan Settlement.
The Plan allocates the value of the Debtors' estates to each Debtor entity, which allocation will only be subject to adjustment based on the actual recoveries (to the extent different from the estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Claims asserted against the various Debtors (to the extent different from the projected Allowed Claims reflected in the Plan Settlement). Then, each Class of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims) is determined to 9l 18-50757-amk Doc 2530 : FILED 04/18/Lg ENTERED O ltBlLg18:51:48 Page 98 of                                      215 i
 
have a Distributable Value Split based on a fixed, assumed Allowed amount of postpetition Inter-Debtor Claims as of June 30, 2019 after taking into account the discounts embodied in the Plan Settlement and the various reallocations of value incorporated into the Plan Settlement. Any difference in the amount of aggregate Unsecured Distributable Value as of the Plan Effective Date (positive or negative) will be allocated to Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims) in accordance with the Distributable Value Splits.
Pursuant to the Plan Settlement, the Plan establishes a distributable value for each Debtor entity and  fixes the Distributable Value Splits in accordance with such value after taking into account the various  reallocations embodied in the Plan Settlement. The reasonableness of the distributable value for each Debtor in accordance with the Plan Settlement is supported by the valuation analysis conducted by Lazard Frdres & Co. LLC ("Lazard"), the Debtors' investment banker, and attached to the Disclosure Statement as Exhibit E.
Specifically, based on the estimated Allowed Claims against the Debtors as of the Effective Date, the Plan Settlement results in the following Distributable Value Splits:
Exhl it A . Ilicrrft ute} h Yelur  $lib Didribntrhh  \thn &tlt$
Disn*utahlr
(:lass  Vrfur lit$
FES/IEHOCUrrsecr"rrdCldrne AJ                  1 49b FE$ $in$+Ewe    [JnsrcwedCldmr        r{6          7.Ho MrrdrcldTlA    Cltirn    A7          l7%
FG Sing[+Btr  UnsacrredCldms 87                  2.49',+
MqdrtldTlA Cldm E8                    [.ffio HG Sing[+Ecnc  UrrrcwcdCldrns        Cd NG-FENOC      U$*flredCltirrrsrgurstNG        C7          1.ffio FES-FEHOCUn*qrrrdClaimsrpird.FENOC                  D3          r "6%
FENOC $ing[oEor Ur:srcwcd0ldms D4                    0.49',o HG-FENOC Un*srcdClaimr rgdrst FENOC DJ                          0.59o FGMUC Singf+Bor    UrsccwrdClams        E4          0.lto MtrfrtldTlA Cldm        EJ          0.6%
Tltel Gmcrd  lh*crrtl Clrhr                    l?J%
Eandlo&rr Urr*cuedPCN /FES N dt CldnrsAgrirrst        FES    A?        20.3?o Mtrrdirld C sifi crtr Cldm s Agdnrt  FES    A4          7.t%
Uns+ctttd PCHffES Nob Claims A ttrnst FO          BJ          l2.Po llut$dd Orrtrfictt+ Cldnrs Against FG        B6          3.Wo UrrsenrrrdPCN#ES l.lotts Clums Atdnrt NC          C4        X6.Wo h/l m#d d C trtrficaE C ldrr* A pinst t'lG  C5          94%
Marddd Ccrlificdr Cldms Agdnst FGMUC              E3          ?frvo ToilelEortblia;    Cleino                $2.t9&
Telll        --- rilffi The projected Distributable Value Splits are only subject to adjustments based on the ultimate allowance of prepetition Unsecured Claims against the Debtors, which in turn, impact the recoveries on prepetition Inter-Debtor Claims that are a component of distributable value for each Debtor. The purpose of the Distributable Value Splits is to provide certainty to creditor parties as to the benefits of the Plan Settlement being provided to such creditors. Specifically, the freezing of the Distributable Value Splits avoids any single party taking disproportionate risk on Administrative Claims, Priority Tax Claims, Other Priority Claims or Other Secured Claims being Allowed in higher than estimated amounts, and shares that 92 1-8-50757-amk Doc 2530 FILED OAlLBlLg ENTERED 04/18/1-9 18:51:48 Page 99 of 215
 
risk ratably among the Debtors hased on the Distributable Value Splits. This mechanism also eliminates any single party taking risk on fluctuations in the market price for energy that could potentially alter creditor recoveries based on the continued accrual of postpetition claims under the Inter-Debtor PPAs.
The fixing of the Distributable Value Splits was a necessary condition for the parties' agreement to the Plan Settlement.
The Plan also provides for Holders of General Unsecured Claims against FES, FG and NG to have the option to elect to receive equity in the Reorganized Debtors instead of cash, which was a necessary precondition for the Committee to agree to support the Distributable Value Splits, the FENOC/FES Claim Reallocation, the Reallocation Pools and the NG Reallocation.
Pursuant  to section 1123 of the        Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits under the Plan, the Plan shall constitute a good faith compromise and settlement of those matters resolved pursuant to the Plan Settlement. The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of each of the compromises and settlements contemplated in the Plan and comprising the Plan Settlement, and the Bankruptcy Court's findings shall constitute its determination that such compromises and settlements are in the best interests of the Debtors, their Estates, Creditors and other parties-in-interest, and are fair, equitable and within the range of reasonableness. Each of the provisions of the Plan, as it pertains to the Plan Settlement, is and shall be deemed non-severable from each other and from all of the remaining terms of the Plan. Each of the individual settlements comprising the Plan Settlement wtts a necessary condition for each of the other settlements contained in the Plan Settlements and none of these settlements can be unwound or undone without impacting every other element of the Plan and jeopardizing the overall Plan Settlement to the detriment of the Debtors, their estates and their creditors and other parties in interest. The Plan Settlements were achieved after months of good faith negotiations between and among the Debtors, their key creditor constituencies and the Committee, and have the support of the Independent Directors and Managers.
Given the numerous inter-related litigation issues that would arise from any attempt to litigate the various elements of the Plan Settlement, it is clear to the Debtors that the uncertainty and costs associated with any such litigation would impact the recoveries for all creditor constituencies. As part of the Plan Settlement, each Debtor, with the support of the Independent Directors and Managers, the Committee, and the Consenting Creditors has agreed to compromises contained in the Plan Settlement and would not support the Plan Settlement without each individual element of the Plan Settlement. The Debtors with the support of the Independent Directors and Managers, the Consenting Creditors and the Committee have concluded that the compromises set forth in the Plan Settlement are reasonable and that it is in the best interest of the Debtors' Estates and their creditors to incorporate the Plan Settlement in the Plan.
: 6. Allocated Administrative Expenses.
For the purposes of the PIan Settlement, the Allocated Administrative Expenses were allocated among the Debtor entities on a ratable basis based on the estimated amount of Unsecured Non-Priority Claims against each Debtor, taking into account any guarantee claims against such Debtor; provided that to the extent an Estimated Administrative Expense was directly attributable to a particular Debtor such claim was allocated to that particular Debtor, provided that Allocated Administrative Expenses related to professional fees of the Consenting Creditors allocated to FENOC shall be capped at $100,000 and any additional such amounts shall be reallocated ratably among the other Debtors based on the estimated amount of Unsecured Non-Priority Claims against each Debtor, taking into account any guarantee claims against such Debtor. Notwithstanding the foregoing, to the extent the aggregate Allowed amount of Administrative Claims, Priority Claims, Other Priority Claims and Other Secured Claims differ from the Estimated Administrative Expenses, such difference, whether positive or negative, shall be allocated 93 18-50757-amk Doc2530 FILED04/18/19 ENTERED04lt8ll9L8:51:48 Page100of215
 
among the Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims) Pro Rata based on their respective Distributable Value Splits.
Notwithstanding the foregoing, to the extent there are Allowed Administrative Claims arising from the PPA Appeal Proceeding Contracts, flny such Claims shall be directly allocated to FES.
For the purposes of the Plan Settlement, certain components of Distributable Value for the Debtors were    fixed. To the extent the actual amount of Cash in the FES bank accounts, other than the proceeds from the FE/FES Revolver and cash held in restricted escrow accounts, as of the Effective Date, differs from the projected amount of Cash in the FES bank accounts, other than the proceeds from the FE/FES Revolver and cash held in restricted escrow accounts, as of the Effective Date, as reflected in Exhibit A to the Plan Term Sheet, such difference, whether positive or negative, shall be allocated among the Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims) Pro Rata based on their respective Distributable Value Splits.
Prior to the Effective Date, the Debtors will calculate, in accordance with the terms and conditions of this Plan,  (i) the final Distributable Value Splits applicable to the Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims), (ii) the updated estimated Allowed amount of Administrative Claims, Priority Tax Claims, Other Priority Claims and Other Secured Claims, and (iii) the Distributable Value Adjustment Amount and the allocation thereof to such Classes. Prior to the Effective Date, the Debtors shall consult with the advisors to the Committee, the Ad Hoc Noteholders Group, the Mansfield              Certificateholders Group, the Consenting Owner Participant, and the FES Creditor Group with respect to such calculations.
Additionally, prior to the Effective Date, the Debtors, with the reasonable consent of the Requisite Supporting Parties and the Committee shall determine an amount of cash, if any, necessary to reserve for Administrative Claims that have not been Allowed and remain disputed as of the Effective Date.
L        Ilebtor Releases, Third Party Releases and Exculpations.
The releases set forth in the Plan were another key component of the Plan Settlement and the FE, Settlement Agreement (as amended by the Consent and Waiver). The release provisions of the Plan contemplate, among other things, the release of any and all Causes of Action, including any derivative claims, asserted on behalf of the Debtors, that each Debtor would have been legally entitled to assert (whether individually or collectively) against the FE Non-Debtor Parties. The terms of the FE Settlement Agreement are also incorporated into the Plan. The FE Settlement Agreement provided that as of the Settlement Effective Date (as defined in the FE Settlement Agreement) each of the Debtors, the Committee, the Ad Hoc Noteholder Group and the Mansfield Certificateholders Group would each release the FE Non-Debtor Parties of and from all claims and Causes of Action, that could be asserted against any of the FE Non-Debtor Released Parties based on or in any way relating to, or in any manner arising from, in whole or in part, or out of (i) any Debtor, their businesses, or their property; (ii) any claims or Causes of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions or other matters arising in or related to the conduct of the Debtors' businesses; or (iii) the formulation, preparation, negotiation, dissemination, implementation, administration, or consummation of the FE Settlement Agreement, or any other agreement or document related to the FE Settlement Agreement or the claims or Causes of Action resolved by the FE, Settlement Agreement. The Plan provides similar releases by the Debtors for all such claims through the Effective Date, as well as claims related to the Plan.
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Accordingly, the Plan contains certain releases (as described more fully in Article VI hereof),
including (i) a release by the Debtors of claims against the Released Parties,uo (ii) a release of the FE Non-Debtor Parties by the Consenting Creditors and the Committee and (iii) a consensual third-party release by all Holders of Claims or Interests against the Debtors that (l) vote to accept the Plan or (2) are deemed to accept the Plan, of claims against the Debtors, the Reorganized Debtors, and the Debtor Released Parties, FE Non-Debtor Released Parties, and Other Released Parties from any and all claims and Causes of Action whatsoever, arising from or in any way related to (a) the Debtors, the Reorganized Debtors, their businesses, or their property; (b) any Causes of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions and other matters arising in the conduct    of the Debtors' businesses; (c) the Chapter 11 Cases; (d) the formulation, preparation, negotiation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Plan Supplement, any contract, employee pension or benefit plan, instrument, release, or other agreement or document related to any Debtor, the Chapter 1l Cases or the Plan, modified, amended, terminated, or entered into in connection with either the Plan, or any agreement between the Debtors and any Debtor Released Party or Other Released Party; or (e) any other act taken or omitted to be taken in connection with the Chapter I I Cases, including, without limitation, acts or omissions occuffing after the Effective Date in connection with distributions made consistent with the terms of the PIan.
The Plan also provides that the Debtors and the other Exculpated Parties will be exculpated from liability in connection with the negotiation and documentation of the Process Support Agreement, the Standstill Agreement, the Plan, the Disclosure Statement and any documents entered into in connection with the PIan, other than for gross negligence or willful misconduct. Each of the Exculpated Parties played a key role in the plan negotiation process and in the negotiation and implementation of the FE Settlement Agreement and the Plan Settlement. Thus, each of the Exculpated Parties made a substantial contribution to the Debtors' restructuring efforts and played an integral role in working towards an expeditious resolution of these Chapter 11 Cases.
The Debtors believe that the releases, exculpations, and injunction provisions of the Plan are appropriate. As will be discussed in detail in the Debtors' brief in support of confirmation of the Plan, the Debtors believe that the facts and circumstances of these Chapter 11 Cases justify the grant of such releases, exculpations and inj unctions.
VI.      Summaru of the Plan SECTTON VI OF THIS DISCLOSURE STATEMENT IS INTENI}EI} ONLY TO PROVII}E A
 
==SUMMARY==
OF THE KEY TERMS, STRUCTURE, CLASSIFICATION, TREATMENT, ANI}
IMPLEMENTATION OF THE PLAN, AND IS QUALIFIED IN ITS ENTIRETY BY REF'ERENCE TO THE ENTIRE PLAN, EXHIBITS TO THE PLAN, AFTD THE PLAN SUPPLEMENT. ALTHOUGH THE STATEMENTS CONTAINED IN THIS I}ISCLOSURE STATEMENT INCLUDE SUMMARIES OF THE PROVISIONS CONTAINEI} IN THE PLAN AND IN I}OCUMENTS REFERREI} TO THEREIN, TIIIS DISCLOSURE STATEMENT DOES NOT PURPORT TO BE A PRECISE OR COMPLETE STATEMENT OF ALL RELATEI}
TERI\{S AND PROYISIONS, AND SHOULD NOT BE RELIED ON FOR A COMPREIIENSM DISCUSSION OF THE PLAN. INSTEAD, REFERENCE IS MADE TO THE PLAN AND ALL SUCH DOCUMENTS FOR THE FULL ANI} COMPLETE STATEMENTS OF SUCH TERMS AND PROVISTONS. THE PLAN ITSELF (INCLUDING ATTACHMENTS AND THE PLAN SUPPLEIVTENT) WILL CONTROL THE TREATMENT OF HOLDERS OF CLAIMS ANI)
INTERESTS UNI}ER THE PLAN. TO THE EXTENT THERE ARE ANY INCONSISTENCIES uo "Released Pa.ties" means, collectively, the Debtor Released Parties, the FE Non-Debtor Released Parties and the Other Released Parties.
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BETWEEN THIS SECTION VI AND THE PLAN (INCLUDING ANY ATTACHMENTS TO THE PLAN) AND THE PLAN SUPPLEMENT, THE PLAN ANI} THE PLAN SUPPLEMENT SHALL GOVERN.
A.      Classification of Claims and Interests.
Claims and Interests, except for Administrative Claims and Priority Tax Claims, are classified in the  Classes set forth in Article III of the Plan. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied before the applicable Effective Date. The Debtors reserye the right to assert that the treatment provided to Holders of Claims and Interests pursuant to Article III.B of the Plan renders such Holders Unimpaired.
l The Plan constitutes a separate chapter l plan of reorganization for each Debtor, as applicable, and shall include the classifications set forth below. Subject to Article III.D of the Plan, to the extent that a Class contains Claims or Interests only with respect to one or more particular Debtor, such Class applies solely to such Debtor. The chart beginning on page 7 represents the classification of Claims and Interests for the Debtors pursuant to the Plan.
B.      Treatment of Claims and Interests,
: 1.      Elimination of Vacant Clauses.
Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class.
Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.
Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan.
The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests.
: 3.      Controversy Concerning Impairment.
If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.
: 4.      Equity Election Conditions.
As noted in Article III.B of the Plan and as disclosed on the Bankruptcy Court's public docket in the Notice of the Debtors' Entry into a Restructuring Support Agreement and of the Record Date for 96 18-50757-amk Doc2530 FILED!4/18/19 ENTEREDO4l78ll918:51:48 Page103of215.
 
Equity Elections under the Debtors' Plan of Rearganization filed with the Bankruptcy Court on January 23,2019 [Docket No. 1995], Holders of Claims in Classes A5, ,4.6,E7,C6, C7, and D3 have an option on their ballots to accept or reject the Plan to elect to receive a distribution in the form of New Common Stock instead of a dishibution in the form of Cash if such Holder certifies on its ballot to accept or reject the Plan or by such other method acceptable to the Debtors with the consent of the Requisite Supporting Parties (as defined in the Restructuring Support Agreement) and the Committee, that the Holder (i) was the beneficial holder of such Claims as of the applicable Equity Election Record Date and has not sold, transferred, or provided a participation in, or directly or implicitly agreed to do so following the applicable Equity Election Record Date or (ii) is otherwise a party to the Restructuring Support Agreement and the beneficial holder of such Claims and such Claims were subject to the Restructuring Support Agreement as of the applicable Equity Election Record Date (the "Equiry Election Conditions").
Accordingly, any Holder who is not a party to the Restructuring Support Agreement is not permitted to make any equity election applicable to its Claim if it sold such Claims after the Equity Election Record Date. Any Holder who purchased a Claim after the Equity Election Record Date is not permitted to make any equity election applicable to its Claim unless such Claim is subject to the Restructuring Support Agreement because the Holder would be unable to make the certification required by the Equity Election Conditions. For the avoidance of doubt, any Holder of a Claim that arises after the Equity Election Record Date (e.9., a Claim arising from the Debtors' rejection of an executory contract that occurs after the Equity Election Record Date) shall be permitted to make an election to receive Cash or New Common Stock subject to satisfaction of each of the other Equity Election Conditions.
The Plan Administrator and Disbursing Agent are authorized to request from any Holder information supporting a Holder's certification that it has satisfied the Equity Election Conditions. If a Holder fails to provide such information prior to the Effective Date, then the Disbursement Agent may at its discretion make a distribution to such Holder on account of its Claim in the manner required by the Plan as if such Holder did not elect to receive New Common Stock.
: 5.      Classification and Treatment of Claims.
To the extent a Class contains Allowed Claims or Allowed Interests with respect to any Debtor, the classification of Allowed Claims and Allowed Interests is specified below.
: l.      Class  Al -    Other Secured Claims Against FES.
: a.        Classffication: Class  Al  consists of Other Secured Claims against FES.
: b.        Treatmenl: Except to the extent that a Holder of an Allowed Claim in Class Al agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Al, each such Holder shall receive, at the option of FES, either:
: l.          payment in  full in Cash; ii.          delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; iii.          Reinstatement of such Claim; or iv.          other treatment rendering such Claim Unimpaired.
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: c.        Voting: Class A1 is Unimpaired under the Plan. Holders of Claims in Class Al are conclusively deemed to have accepted the Plan pursuant to section 1126(f1 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 2. Class A2    - Other Priorilv Claims Aeainst FES.
: a.        Classification: Class  ,4.2 consists of Other Priority Claims against FES.
b        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class .A2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class 42, each such Holder shall receive, at the option of FES, either:
payment in full in Cash; or ll.          other treatment rendering such Claim Unimpaired.
c          Voting: Class ,42 is Unimpaired under the Plan. Holders of Claims in Class 42 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 3. Class ,4.3 Unsecured PCNffES Notes Claims Against FES.
: a.        Classification: Class ,{3 consists of Unsecured PCNffES Notes Claims against FES.
: b.        Allowance: The Unsecured PCN/FES Notes Claims Against FES shall be Allowed in the aggregate amount of $2,237,912,062, including the FES Notes Claims in the amount of $70 I ,3 I 1,41 I and the guarantee claims of the Holders of Unsecured FG PCN Claims in the amount of $684,638,378, and Unsecured NG PCN Claims in the amount of $851,962,273.
c        Treatment: Except to the extent that a Holder of an Allowed Unsecured PCN/FES Notes Claim Against FES agrees to a less favorable treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge of each Unsecured PCN/FES Notes Claim Against FES, each Holder of an Allowed Unsecured PCN/FES Notes Claim Against FES shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FES in accordance with the preceding sentenced shall be subject to the Distributable Value Adjustment Amount applicable to Class A.3.
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Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date or as soon as reasonahly practicable thereafter, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stoch provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/f'ES Notes Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A3.
In addition, to the extent there is an Effective Date Cash Dishibution, any Holder of an Allowed Unsecured PCN/FES Notes Claim Against FES that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
d        Voting; Class A.3 is Impaired under the Plan. Holders of Claims in Class ,4.3 are entitled to vote to accept or reject the Plan.
: 4. Class ,A.4 - Mansfield Certificate Cl4ims Against FES.
: a.      Classification: Class A.4 consists of Mansfield Certificate Claims against FES.
b        Allowance: The Mansfield Certificate Claims Against FES shall be Allowed in the aggregate amount of $786,763,400 in accordance with the terms of the Mansfield Settlement.
: c.      Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Certificate Claim Against FES, each Holder of an Allowed Mansfield Certificate Claim Against FES shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims, and (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class ,4.4.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool 99 18-50757-amk Doc25In FlLED04/18/19 ENTEREDO4ltgltgLS:51:48 Page106of215                                  .
 
in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A4.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim          Against FES that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class ,4'4 is Impaired under the Plan. Holders of Claims in Class A.4 are entitled to vote to accept or reject the Plan.
: 5. Class ,4.5 - FENOC-FES Unsecured Claims Against FES.
: a.      Classification: Class  ,.4.5 consists of Holders of FENOC-FES Unsecured Claims (solely as to the portion of the claim against FES).
: b.      Treatment: Except to the extent that a Holder of an Allowed FENOC-FES Unsecured Claim against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each FENOC-FES Unsecured Claim Against FES, each Holder of an Allowed FENOC-FES Unsecured Claim Against FES shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the        FES Unsecured Distributable Value and (ii) the FENOC-FES Claim Reallocation, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions, and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FENOC-FES Unsecured Claims against FES set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A5.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FENOC-FES Unsecured Claim Against FES that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: c.      Voting: Class ,4'5 is Impaired under the Plan. Holders of Claims in Class A5 are entitled to vote to accept or reject the Plan.
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: 6. Class 4.6 - FES Single-Box Unsecured Claims.
: a.      Classification; Class A6 consists of FES Single-Box Unsecured Claims.
: h.      Treatmenf: Except to the extent that a Holder of an Allowed FES Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in    full and final satisfaction, compromise, settlement, release and discharge of each General Unsecured Claim Against FES, each Holder of an Allowed FES Single-Box Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FES Unsecured Distributable Value, (ii) the portion of the Reallocation Poo[ allocated to FES, (iii) the FENOC-FES Claim Reallocation, and (iv) the NG Reallocation Pool, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FES Single-Box Unsecured Claims set forth in clauses (i) through (iv) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 4.6.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FES Single-Box Unsecured Claim that receives New Common Stock in satisfaction of its Claim sha(( receive its Pro Rata share of the Effective Date Cash Distrihution.
c        Voting: Class 4.6 is Impaired under the Plan. Holders of Claims in Class 4.6 are entitled to vote to accept or reject the Plan.
: 7. Class A7 -Mansfield Indemnitv Claims Aeainst FES.
: a.      Classification: C1ass A7 consists of the Mansfield    TIA Claims against FES    and the Mansfield OT Claims against FES.
b      Allowance: The Mansfield TIA Claims shall be Allowed as Unsecured Claims in the aggregate amount of $178,000,000. The Mansfield OT Claims shall be Allowed as Unsecured Claims in the aggregate amount of $28,882.15.
: c.      Treatment: Except to the extent that a Holder of an Allowed Mansfield Indemnity Claim against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Indemnity Claim against FES, each Holder of an Allowed Mansfield Indemnity Claim against FES shall receive, on the Initial Distribution Date, cash equal        to its Pro Rata share of    FES Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FES shall be subject to the Distributable Value Adjustment Amount applicable to Class A7.
: d.      Voting: Class A7 is Impaired under the Plan. Holders of Claims in Class A7 are entitled to vote to accept or reject the Plan.
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: 8. Class A8  - Convenience    Claims against FES
: a.      Classification: Class A8 consists of all Convenience Claims against FES.
b      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against FES agrees to a less favorable treatment, in exchange for and in full and final  satisfaction, compromise, settlement, release,      ffid discharge of each Allowed Convenience Claim against FES, each Holder                  of an Allowed Convenience Claim against FES that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to36.4olo of the Allowed Convenience Claim.
: c.      Voting: Class AB is Impaired under the Plan. Holders of Claims in Class A7 are entitled to vote to accept or reject the Plan.
: 9. C1ass 49  - Inter-Debtor  Claims aeainst FES.
: a.      Classification: Class A9 consists of prepetition Inter-Debtor Claims against FES.
: b. Allowance: The prepetition Inter-Debtor Claims against FES shall be Allowed as follows: (i) the prepetition Inter-Debtor Claims of FG against FES shall be Allowed as lJnsecured Claims in the aggregate amount of S1,488,190,630; (ii) the prepetition Inter-Debtor C1aims of NG against FES shall be Allowed as Unsecured Claims in the aggregate amount of $1,670,896,976; (iiD the prepetition Inter-Debtor Claims of FENOC against FES shall be Allowed as Unsecured Claims in the aggregate amount of $28,000,000; and (iv) the prepetition Inter-Debtor Claims of FE Aircraft against FES shall be Allowed as Unsecured Claims in the aggregate amount of fi2,322,082.
c      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FES shall receive their Pro Rata share of the FES Unsecured Distributable Value.
In lieu of    Cash payment    or other distribution to the Debtors holding    such prepetition Inter-Debtor Claims against FES, the distributions on account of such prepetition Inter-Debtor Claims against FES shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FES by including the recovery on such prepetition Inter-Debtor Claims against FES in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FES.
: d.      Voting: Class A9 is Impaired under the Plan. Notwithstanding such Impairment, holders of prepetition Inter-Debtor Claims against FES are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 10. Class A10  - Interests in FES.
: a.      Classification: Class A10 consists of Interests in FES.
: b.      Treatmenf: As    of the Effective Date, Interests in FES shall be cancelled  and released without any distribution on account of such Interests.
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: c.      Voting: Class Al0 is Impaired under the Plan. Holders of Claims in Class Al0 are conclusively deemed to have rejected the Plan pursuant to section 1126(9) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 11. Class Bl -  Other Secured Claims aeainst FG.
: a.      Classification: Class    Bl  consists of Other Secured Claims against FG.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Bl agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, ffid discharge of and in exchange for each Allowed Claim in Class Bl, each such Holder shall receive, at the option of FG, either:
payment in  full in Cash; ii          delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; lll          Reinstatement of such Claim; or tv.          other treatment rendering such Claim Unimpaired.
c        Voting: Class Bl is Unimpaired under the Plan. Holders of Claims in Class Bl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 12. Class B2  -  Other Priorit.v Claims Asainst FG.
: a.      Classitication: Class 82 consists of Other Priority Claims against FG.
b        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class 82 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class 82, each such Holder shall receive, at the option of FG, either:
: i.          payment in  full in Cash; or ii.          other treatment rendering such Claim Unimpaired.
: c.      Voting: Class 82 is Unimpaired under the Plan. Holders of Claims in Class B2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
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: 13. Class B3  - Secured FG PCN Designated Claims.
: a.      Classification: Class 83 consists of the Secured FG PCN Designated Claims.
: b. Allowance: The Secured FG PCN Designated Claims shall be Allowed in the aggregate principal amount of $181,260,000, plus accrued and unpaid pre- and postpetition interest (at the prepetition rate) on such principal amount through and including the Effective Date.
c      Treatmenf: Allowed Secured FG PCN Designated Claims shall be paid in full in Cash on the Effective Date or as soon thereafter as practicable.
: d.      Voting; Class B3 is Unimpaired under the Plan. Holders of Claims in Class 83 are conclusively deemed to have accepted the Plan pursuant to section 1126(f1 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 14. Class 84  - Secured FG PCN Reinstated Claims
: a.      Classification: Class B4 consists of the Secured FG PCN Reinstated Claims against FG.
b      Allowance: The Secured FG PCN Reinstated Claims sha(( be Allowed in the aggregate principal amount of $146,300,000, plus accrued and unpaid pre- and postpetition interest (at the prepetition rate) on such principal amount through and including the Effective Date.
c      Treatmenf: Allowed Secured FG PCN Reinstated Claims shall be Reinstated in full on the Effective Date or as soon as practicable thereafter, pravided, however, that any Allowed Secured FG PCN Reinstated Claims relating to accrued and unpaid pre- and postpetition interest on the principal amount of Secured FG PCN Reinstated Claims shall be paid in full in Cash.
The guarantee of FES with respect to such Allowed Secured FG PCN Reinstated Claims shall be released following the Effective Date, and on the Effective Date New FES shall provide a new unsecured guarantee with respect to such Allowed Secured FG PCN Reinstated Claims, and if any assets of FES are transferred to New Holdco pursuant to the Plan then New Holdco shall also provide a new unsecured guarantee with respect to such Allowed Secured FG PCN Reinstated Claims.
: d.      Voting: Class B4 is Impaired under the Plan. Holders of Claims in Class B4 shall be entitled to vote to accept or reject the Plan.
: 15. Class-B5  - Unsecured PCN/FES Notes Claims Against FG.
: a.      Classification; Class B5 consists of Unsecured PCN/FES Notes Claims against FG.
: b.      Allowance: The Unsecured PCN/FES Notes Claims against FG shall be Allowed in the aggregate amount of $2,237,972,062, which is comprised of the Unsecured 104 18-50757-amk Doc2530 FILED04/18/19 ENI:ERmO4lt8lL918:51:48 PageLllof215
 
FG PCN Claims in the amount of $684,638,378 and the guarantee claims of the Holders of FES Notes Claims in the amount of $701 ,3 I I ,41 I , and the Unsecured NG PCN Claims in the amount of $857,962,273.
: c.      Treatment: Except to the extent that a Holder of an Allowed Unsecured PCN/FES Notes Claim Against FG agrees to a less favorahle treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge of each Unsecured PCNiFES Notes Claim Against FG, each Holder of an Allowed Unsecured PCNffES Notes Claim Against FG shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of the FG Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCNIFES Notes Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 85.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 85.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCN/FES Notes Claim Against FG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
d      Voting: Class B5 is Impaired under the Plan. Holders of Claims in Class B5 are entitled to vote to accept or reject the Plan.
: 16. Class B6 - Mansfield Certificate Claims Aeainst FG
: a.      Classification: Class B6 consists of Mansfield Certificate Claims against FG
: b. Allowance: The Mansfield Certificate Claims Against FG shall be Allowed in the aggregate amount of $786,763,400 in accordance with the terms of the Mansfield Settlement.
C      Treatment; Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against FG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Certificate Claim Against FG, each Holder of an 105 18-50757-amk Doc2530 FILED04/18/19 ENTERED"04/18/19L8:51:48 PageLl2ol21.5
 
Allowed Mansfield Certificate Claim Against FG shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of the FG Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 86.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stoch provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FG Unsecured Distributable Value, subject to the    reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 86.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against FG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class B6 is Impaired under the Plan. Holders of Claims in Class 86 are entitled to vote to accept or reject the Plan.
: 11. Class B?  - FG Sins          Unsecured Claims
: a.      Classilication: Class B7 consists of FG Single-Box Unsecured Claims.
: b.      Treatment: Except to the extent that a Holder of an Allowed FG Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each FG Single-Box Unsecured Claim, each Holder          of an Allowed FG      Single-Box Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FG Unsecured Distributable Value and (ii) the Reallocation Pool allocable to FG, provided that such Holders shall have the option to elect to receive their ratable share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FG Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 87.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FG Single-Box        Unsecured Claim that receives New Common 106 18-50757-amk Doc2530 FlLED04/18/19 ENTEREDO4ltBltg1SSI-:48 PageLL3of2L5
 
Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: c.      Voting: Class B7 is Impaired under the Plan. Holders of Claims in Class 85 are entitled to vote to accept or reject the Plan.
: 18. Class BB -Mansfield Indemnitv Claims against FG.
: a.      Classification: Class 88 consists of the Mansfield Indemnity Claims against FG and the Mansfield OT Claims against FG.
: b.      Allowance: The Mansfield TIA Claims shall be Allowed as Unsecured Claims in the aggregate amount of $178,000,000. The Mansfield OT Claims shall be Allowed as Unsecured Claims in the aggregate amount of $28,882.75.
: c.      Treatment: Except to the extent that a Holder of an Allowed Mansfield Indemnity Claim against FG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Indemnity Claim against FG, each Holder of an Allowed Mansfield Indemnity Claim against FG shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of FG Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FG shall be subject to the Distributable Value Adjustment Amount applicable to Class 88.
: d.      Voting: Class BB is Impaired under the Plan. Holders of Claims in Class B8 are entitled to vote to accept or reject the Plan.
: 19. Class,B9  - Convenience Claims against FG.
: a.      ClassiJication: Class B9 consists of all Convenience Claims against FG.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against FG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, sefflement, release, and discharge of each Allowed Convenience Claim against FG, each Holder of an Allowed Convenience Claim against FG that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 22.0Yo of the Allowed Convenience Claim.
: c.      Voting: Class B9 is Impaired under the Plan. Holders of Claims in Class B9 are entitled to vote to accept or reject the Plan.
: 20. Class Bl0 - Inter-Debtor Claims aeainst FG.
: a.      ClassiJication: Class 810 consists of prepetition Inter-Debtor Claims against FG.
: b.      Allowance: The prepetition Inter-Debtor Claims of FGMUC against FG shall be Allowed as Unsecured Claims in the aggregate amount of $901,881,812.
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: c.        Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FG shall receive their Pro Rata share of the FG Unsecured Distributable Value.
In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claim against FG, the distrihutions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FG by including the recovery on such prepetition Inter-Debtor Claims against FG in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FG.
: d.        Voting: Class      BI0 is      Impaired under the      Plan. Notwithstanding such Impairment, holders of prepetition Inter-Debtor Claims against FG are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 21. Class 811    - Interests in FG.
: a.        Classification: Class    BI I consists of Interests in FG.
: b.        Treatment: Reorganized FES shall retain ownership of all Interests in FG.
: c.        Voting: Holders of Interests in Class Bl l are conclusively deemed to have accepted the Plan pursuant to section 1126(0 of the Bankruptcy Code.
Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 22. Class  Cl - Other Secured Claims against N-G.
: a.        Classification:  Cla.r;s Cl  consists of Other Secured Claims against NG.
: b.        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Cl agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Cl, each such Holder shall receive, at the option of NG, either:
payment in    full in Cash; ll          delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; ill          Reinstatement of such Claim; or iv          other treatment rendering such Claim Unimpaired.
: c.        Voting: Class Cl is Unimpaired under the Plan. Holders of Claims in Class Cl are conclusively deemed to have accepted the Plan pursuant to section I126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
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: 23. Class CZ  - Other Priority Claims asainst NG.
: a.      Classification: Class C2 consists of Other Priority Claims against NG.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class C2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C2, each such Holder shall receive, at the option of NG, either:
payment in  full in Cash; or ll          other treatment rendering such Claim Unimpaired.
: c.      Voting: Class C2 is Unimpaired under the Plan. Holders of Claims in Class C2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f)  of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 24. Class C3  - Secured NG PCN Claims.
: a.      Classification: Class C3 consists of the Secured NC PCN Claims against NG.
: b.      Allowance: The Secured NG PCN Claims shall be Allowed in the aggregate principal amount of $284,600,000, plus accrued and unpaid pre- and postpetition interest (at the prepetition rate) on such principal amount through and including the Effective Date.
: c.      Treatmenf; Allowed Secured NG PCN Claims shall be Reinstated in full on the Effective Date, or as soon thereafter as practicable, provided, however, that any Allowed Secured NG PCN Claims relating to accrued and unpaid pre- and postpetition interest on the principal amount of the Secured NG PCN Claims through and including the Effective Date shall be paid in full in Cash.
The guarantee of FES with respect to such Allowed Secured NG PCN Claims shall be released following the Effective Date, and on the Effective Date New FES shall provide a new unsecured guarantee with respect to such Allowed Secured NG PCN Claims, and if any assets of FES are transferred to New Holdco pursuant to the Plan then New Holdco shall also provide a new unsecured guarantee with respect to such Allowed Secured NG PCN Claims.
: d.        Voting: Class C3 is Impaired under the Plan. Holders of Claims in Class C3 are entitled to vote to accept or reject the Plan.
: 25. Class C4  - Unsecured PCN/FES Notes Claims against NG.
: a.      Classification: Class C4 consists of Unsecured PCN/FES Notes Claims against NG.
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b      Allowance: The Unsecured PCN/FES Notes Claims Against NG shall be Allowed in the aggregate amount of $2,237,972,A62, which is comprised of the Unsecured NG PCN Claims in the amount of $851,962,273 and the guarantee claims of the Holders of FES Notes Claims in the amount of $701,311,411 and the Unsecured FG PCN Claims in the amount of $684,638,378.
c      Treatment: Except to the extent that a Holder of an Allowed Unsecured PCNffES Notes Claim Against NG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Unsecured PCN/FES Notes Claim Against NG, each Holder of an Allowed Unsecured PCN/FES Notes Claim Against NG shall receive, on the Effective Date or as soon as relrsonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of NG [Jnsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against NG in accordance with the preceding sentence be subject to the Distributable Value Adjustment Amount applicable to Class C4.
Notwithstanding the foregoing, Electing Bondholders sha(( receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class C4.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCN/FES Notes Claim Against NG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class C4 is Impaired under the Plan. Holders of Claims in Class C4 are entitled to vote to accept or reject the Plan.
: 26. Class C5 - Mansfield  Certificate Claims Aeainst NG.
: a. Classification: Class C5 consists of Mansfield Certificate Claims against NG.
: b. Allowance: The Mansfield Certificate Claims Against NG shall be Allowed in the aggregate amount of $786,763,400 in accordance with the terms of the Mansfield Settlement.
c      Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against NG agrees to a less favorable treatment, in exchange lt0 18-50757-amk Doc2530 FlLED04/18/19 ENTERED04178179185ti48 PageLtT                                    otzts
 
for and in full and final satisfaction,        compromise, settlement, release and discharge of each Mansfield Certificate Claim Against NG, each Holder of an Allowed Mansfield Certificate Claim Against NG shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stoch subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against NG in accordance with the preceding sentence shall be subject to the Distrihutable Value Adjustment Amount applicable to Class C5.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class C5.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against NG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class C5 is Impaired under the Plan. Holders of Claims in Class C5 are entitled to vote to accept or reject the Plan.
: 27. Class C6 -NG Sinsle-Box Unsecured Claims.
: a.      Classification; Class C6 consists of NG Single-Box Unsecured C1aims.
: b.      Treatmenf: Except to the extent that a Holder      of an Allowed NG Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each NG Single-Box Unsecured Claim, each Holder of an Allowed NG Single-Box Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to their Pro Rata share of NG Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their ratable share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed NG Single-Box Unsecured Claims shall be subject to the Distributable Value Adjustment Amount applicable to Class C6.
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In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed NG Single-Box Unsecured Claim that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
c      Voting: Class C6 is Impaired under the Plan. Holders of Claims in Class C6 are entitled to vote to accept or reject the Plan.
: 28. Clpss C7  - NG-FENOC Unsecured Claims asainst NG.
: a.      Classification; Class C7 consists of Holders of NG-FENOC Unsecured Claims (solely as to the portion of the claim against NG).
: b.      Treatment: Except to the extent that a Holder of an Allowed NG-FENOC Unsecured Claim against NG agrees to less favorable treatment, in exchange for full and final satisfaction, compromise, settlement, release and discharge of each NG-FENOC Unsecured Claim, each Holder of an Allowed NG-FENOC Unsecured Claim against NG shall receive, on the Initial Distribution Date, cash equal to their Pro Rata share of NG Unsecured Dishibutable Value, providedthat such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions, and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed NG-FENOC Unsecured Claims against NG shall be subject to the Distributable Value Adjustment Amount applicable to Class C7.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed NG-FENOC Unsecured Claim Against NG that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: c.      Voting: Class C7 is Impaired under the Plan. Holders of Claims in Class      Ci  are entitled to vote to accept or reject the Plan.
: 29. Class C8  - Convenience Claims asainst NG.
: a.      Classification: Cl*ss C8 consists of all Convenience Claims against NG.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against NG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against NG, each Holder of an Allowed Convenience Claim against NG that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 35.7ort of the Allowed Convenience Claim.
: c.      Voting: C1ass CB is Impaired under the Plan. Holders of Claims in Class CB are entitled to vote to accept or reject the Plan.
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: 30. Class C9 -  Inter-Debtor Claims against NG.
: a.      Classification; Class C8 consists of prepetition Inter-Debtor Claims against NG.
: b. Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against NG, if any, shall receive their Pro Rata share of the NG Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against NG, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against NG by including the recovery on such prepetition Inter-Debtor Claims against NG in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against NG.
: c.      Voting: Class C9 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against NG are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 31. Class C10  - Interests in NG.
: a.      Classification:  Cllaiss C10 consists of Interests in NG.
: b.      Treatment: Reorganized FES shall retain ownership of all of the Interests in NG.
: c.      Voting: Holders of Interests in Class C10 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 32. Class Dl - Other Secured Claims aeainst FENOC.
: a. Classffication: Class    Dl consists of Other Secured  Claims against FENOC.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Dl agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Dl, each such Holder shall receive, at the option of FENOC, either:
: l.      payment in full in Cash; ii.      delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; trl        Reinstatement of such Claim; or iv        other treatment rendering such Claim Unimpaired.
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: c.      Voting: Class Dl is Unimpaired under the Plan. Holders of Claims in Class Dl are conclusively deemed to have accepted the Plan pursuant to section I126($ of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 33. Class D2  - Other Prioritv Claims aeainst FENOC.
: a.      Classification: Class D2 consists of Other Priority Claims against FENOC.
: b.      Treatmenr: Except to the extent that a Holder of an Allowed Claim in Class D2 agrees  to less favorable    treatment  of its Allowed Claim, in full and final satisfaction, settlement, release,  ffid discharge of and in exchange for each Allowed Claim in Class D2, each such Holder shall receive, at the option of FENOC, either:
payment in  full in Cash; or ll          other treatment rendering such Claim Unimpaired.
c        Voting: Class D2 is Unimpaired under the Plan. Holders of Claims in Class D2 are conclusively deemed to have accepted the Plan pursuant to section 1126(0 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 34. Class D3  - FENOC-FES Unsecured Claims against FENOC.
: a.      ClassiJication: Class D3 consists of Holders of FENOC-FES Unsecured Claims (solely as to the portion of the claim against FENOC).
: b.      Treatment; Except to the extent that a Holder of an Allowed FENOC-FES Unsecured Claim against FENOC agrees to a less favorable treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge    of each FENOC-FES Unsecured C1aim against FENOC, each Holder of an Allowed FENOC-FES Unsecured Claim against FENOC shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of FENOC Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan, provided however, that such election shall only be available on account of the portion of the Allowed FENOC-FES Unsecured Claim guaranteed by FES. The aggregate amount of value available for distribution to Holders of Allowed FENC-FES Unsecured Claims against FENOC shall be subject to the Distributable Value Adjustment Amount applicable to Class D3.
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In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FENOC-FES Unsecured Claim against FENOC that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: c.      Voting: Class D3 is Impaired under the Plan. Holders of Claims in Class D3 are entitled to vote to accept or reject the Plan.
: 35. Class D4  - FENOC Single-Box Unsecured Claims aeainst FENOC.
: a.      Classification: Class D4 consists of FENOC Single-Box Unsecured Claims.
b      Treatmenf: Except to the extent that a Holder of an Allowed FENOC Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each FENOC Single-Box Unsecured Claims, each Holder of an Allowed FENOC Single-Box Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FENOC Unsecured Dishibutable Value and (ii) the portion of the Reallocation Pool allocable to FENOC. The aggregate amount of value available for distribution to Holders of Allowed FENOC Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class D4.
: c.      Voting: Class D4 is Impaired under the Plan. Holders of Claims in C1ass D4 are entitled to vote to accept or reject the Plan.
: 36. Class D5  - NG-FENOC Unsecured Claims aeainst FENOC.
: a.      Classification: Class D5 consists of Holders of NG-FENOC Unsecured Claims (solely as to the portion of the claim against FENOC).
b      Treatment: Except to the extent that a Holder of an Allowed NG-FENOC Unsecured Claim against FENOC agrees to a less favorable treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge of each NG-FENOC Unsecured Claim against FENOC, each Holder of an Allowed NG-FENOC Unsecured Claim shall receive, on the Initial Distribution, cash equal to its Pro Rata share of FENOC Unsecured Distributable Value. The aggregate amount of value available for dishibution to Holders of Allowed NG-FENOC Unsecured Claims against FENOC shall be subject to the Distributable Value Adjustment Amount applicable to Class D5.
: c.      Voting: Class D5 is Impaired under the Plan. Holders of Claims in Class D5 are entitled to vote to accept or reject the Plan.
: 37. Class D6  - Convenience    Claims asainst FENOC.
: a.      Classification: Class D6 consists of all Convenience Claims against FENOC.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against FENOC agrees to a less favorable treatment, in exchange for and in full 115 18-50757-amk Dt c 630 FILED 04/18/L9 ENTERED 04lLglt9 18:51:48 Page tZZot ?LS
 
and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against FENOC, each Holder of an Allowed Convenience Claim against FENOC that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal ta24.3Vo ofthe Allowed Convenience Claim.
c      Voting: Class D6 is Impaired under the Plan. Holders of Claims in Class D6 are entitled to vote to accept or reject the Plan.
: 38. Class D7 - Inter-Debtor  Claims asainst FENOC.
: a. Classification: Class D7 consists      of prepetition Inter-Debtor Claims against FENOC.
b      Allowance: The prepetition Inter-Debtor Claims of FES against FENOC shall be Allowed as Unsecured Claims in the aggregate amount of $32,603,216.
: c.      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FENOC shall receive their Pro Rata share of the FENOC Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims, the distributions on account of such prepetition Inter-Debtor Claims against FENOC shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FENOC by including the recovery on such prepetition Inter-Debtor Claims against FENOC in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FENOC.
: d.      Voting: Class D7 is Impaired under the Plan. Notwithstanding such Impairment, holders of prepetition Inter-Debtor Claims against FENOC are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 39. Class DB - Interests in FENOC
: a.      Classification: Class D8 consists of Interests in FENOC.
: b.      Treatment: On the Effective Date, lnterests in FENOC shall be cancelled and released without any distribution on account of such Interests. On the Effective Date, shares of new common stock of Reorganized FENOC shall be issued to Reorganized FES.
: c.      Voting: Holders of Interests in Class DB are conclusively deemed to have rejected the Plan pursuant to section 1126(9) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 40. Class El - Other Secured Claims against FGMUC.
: a.      Classffication: Class EI consists of Other Secured Claims against FGMUC.
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: b.        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class El agrees to a less favorable treatment of its Allowed Claim, in fu(( and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class El, each such Holder shall receive, at the option of FGMUC, either:
: l.          payment in  full in Cash; ii.          delivery  of collateral securing any such Claim and payment      of  any interest required under section 506(b) of the Bankruptcy Code; iii.          Reinstatement of such Claim; or iv.          other treatment rendering such Claim Unimpaired.
c        Voting: Class E1 is Unimpaired under the Plan. Holders of Claims in Class E1 are conclusively deemed to have accepted the Plan pursuant to section  1 126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 41. Class E2_- Other Prioritr-Claims aqainst FGMUC.
: a.        Classification: Class E2 consists of Other Priority Claims against FGMUC.
b        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class E2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class E2, each such Holder shall receive, at the option of FGMUC, either:
: i. payment in full in Cash; or ii.      other treatment rendering such Claim Unimpaired.
: c.        Voting: Class E2 is Unimpaired under the Plan. Holders of Claims in Class E2 are conclusively deemed to have accepted the Plan pursuant to section I126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 42. Class E3    - Mansfield              Claims asainst FGMUC.
: a.        Classification: Class E3 consists of the Mansfield Certificate Claims against FGMUC.
: b.        Allowance: The Mansfield Certificate Claims shall be allowed in the amount of
                      $786,763,400 in accordance with the terms of the Mansfield Settlement.
: c.        Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against FGMUC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfreld Certificate Claim against FGMUC, each Holder fi7 18-50757-amk Doc2530 FILED04/18/19 ENTERED04l78lt918:51:48 PageI24ol21.5
 
of an Allowed Mansfield Certificate Claim against FGMUC shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FGMUC Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FGMUC in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E3.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FGMUC Unsecured Distributable Value, subject to the applicable Distributable Value Adjustment Amount, and subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FGMUC in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E3.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against FGMUC that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class E3 is Impaired under the Plan. Holders of Claims in Class E3 are entitled to vote to accept or reject the Plan.
: 43. Class E4 - FGMUC Single-Box Unsecured Claims.
: a.      Classification: Class E4 consists of FGMUC Single-Box Unsecured Claims b      Treatment: Except    to the extent that a Holder of an FGMUC Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in  full and final satisfaction, compromise, settlement, release and discharge of the FGMUC Single-Box Unsecured Claims, the Holders of FGMUC Single-Box Unsecured Claims shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FGMUC Unsecured Distributable Value, and (ii) the portion of the Reallocation Pool allocable to FGMUC. The aggregate amount of value available for distribution to Holders of Allowed FGMUC Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E4.
: c.      Voting: Class E4 is Impaired under the Plan. Holders of Claims in Class E4 are entitled to vote to accept or reject the Plan.
ll8 a8-50757-amk Doc 2530 FILED 04/18/19 ENTERED O4ltgl]-g LSsL:l*8 Page 125 of 215
: 44. C1ass E5  - Mansfield  Indemnity Claims against FGMUC.
: a.      Classification: Class E5 consists of the Mansfield  TIA Claims against FGMUC and the Mansfield OT Claims against FGMUC.
: b. Allowance: The Mansfield TIA Claims shall be Allowed as Unsecured Claims in the aggregate amount of $178,000,000. The Mansfield OT Claims shall be Allowed as Unsecured Claims in the aggregate amount of $28,88?.75.
: c.      Treatment: Except to the extent that a Holder of an Allowed Mansfield Indemnity Claim against FGMUC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Indemnity Claim against FGMUC, each Holder of an Allowed Mansfield Indemnity Claim against FGMUC shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of the FGMUC Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FGMUC shall be subject to the Distributable Value Adjustment Amount applicable to Class E5.
: d.      Voting: Class E5 is Impaired under the Plan. Holders of Claims in Class E5 are entitled to vote to accept or reject the Plan.
: 45. Class E6  - Convenience Claims against FGMUC.
: a.      Classification: Class E6 consists of all Convenience Claims against FGMUC.
: b.      Treatmenr: Except to the extent that a Holder of an Allowed Convenience Claim against FGMUC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against FGMUC, each Holder of an Allowed Convenience Claim against FGMUC that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 18.0% of the Allowed Convenience Claim.
: c.      Voting: Class E6 is Impaired under the Plan. Holders of Claims in Class E6 are entitled to vote to accept or reject the Plan.
: 46. Class E7  - Inter-Debtor Claims against FGMUC.
: a.      Classification; Class E7 consists of Inter-Debtor Claims against FGMUC.
: b.      Allowance: The prepetition Inter-Debtor Claims against FGMUC shall be Allowed as Unsecured Claims as follows: (i) the prepetition Inter-Debtor Claims of FE Aircraft against FGMUC shall be Allowed as Unsecured Claims in the aggregate amount of $106,785; (ii) the prepetition Inter-Debtor Claims of NG against FGMUC shall be Allowed as Unsecured Claims in the aggregate amount of $6,555,811; and (iii) the prepetition Inter-Debtor Claims of FES against FGMUC shall be Allowed as Unsecured Claims in the aggregate amount of
                      $360,871,968.
ll9 18-50757-amk .Troc 2530      FILED    04/18/19 ENTERED O4ltgl]-g 18:51:48 Page 126 of215
: c.        Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FGMUC shall receive their Pro Rata share of the FGMUC Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FGMUC against FGMUC by including the recovery on such prepetition Inter-Debtor Claims against FGMUC in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FGMUC.
: d.          Voting: Class E7 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FGMUC are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 47. Class E8    - Interests in FGMUC.
: a.        Classificatior: Class E8 consists of Interests in FGMUC.
: b.        Treatment: In the discretion of the Debtors, in consultation with the Consenting Creditors and the Committee, Reorganized FG shall continue to own all of the Interests in FGMUC or FGMUC shall be'dissolved and all Interests in FGMUC shall be cancelled and released without any distribution on account of such Interests.
: c.          Voting: Holders    of  Interests in  Class E8 are conclusively deemed    to  have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(9) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 48. Class  Fl - Other Secured Claims against FE Aircraft.
: a.        Classffication;Class    Fl  consists of Other Secured Claims against FE Aircraft.
: b.        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Fl agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Fl, each such Holder shall receive, at the option of FE Aircraft, either:
: l.          payment in  full in Cash; ii.          delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; 1tl            Reinstatement of such Claim; or iv            other treatment rendering such Claim Unimpaired.
r20 18-50757-amk Doc 2530 FILEB O4lX.8/19 ENTERED O4l7Blt918:51:48 Page 127 ot 275                              'r' t'
 
c        Voting: Class Fl is Unimpaired under the Plan. Holders of Claims in Class Fl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 49. Class FZ  - Other Priority Claims asainst FE Aircraft.
: a. Classification: Class F2 consists of Other Priority Claims against FE Aircraft.
: b. Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class F2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class F2, each such Holder shall receive, at the option of FE Aircraft, either:
payment in  full in Cash; or lt          other treatment rendering such Claim Unimpaired.
c    Voting: Class F2 is Unimpaired under the Plan. Holders of Claims in Class F2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 50. Class F3  - General Unsecured Claims aeainst FE Aircraft.
: a.      Classification: Class F3 consists      of  General Unsecured Claims against FE Aircraft.
b        Treatment: To the extent there are any General Unsecured Claims Against FE Aircraft, except to the extent that a Holder of an Allowed General Unsecured Claim Against FE Aircraft agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each General [Jnsecured Claim Against FE Aircraft, each Holder of an Allowed General Unsecured Claim Against FE Aircraft shall receive, on the Initial Distribution Date, its Pro Rata share of the FE Aircraft Cash Distribution Pool.
: c.        Voting: Class F3 is Impaired under the Plan. Holders of Claims in Class F3 are entitled to vote to accept or reject the PIan.
: 51. Class F4  - Intgr-Debtor  Claims against FE Aircraft.
: a. Classification: Class F4 consists of prepetition Inter-Debtor Claims against FE Aircraft.
: b. Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FE Aircraft  if any, shall be treated pari passz with Unsecured Claims against FE Aircraft and will share in distributions from FE Aircraft. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against FE Aircraft, the distributions on account of such prepetition Inter-Debtor t2t 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED O4/t$[918:51:48 Page 128 of 215
 
Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FE Aircraft by including the recovery on such prepetition Inter-Debtor Claims against FE Aircraft in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FE Aircraft.
c      Voting: Class F4 is Impaired under the Plan. Notrvithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FE, Aircraft are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 52. Class F5    - Interests in FE Aircraft.
: a.        Classification: Class F5 consists of Interests in FE Aircraft.
: b.        Treatment: FE Aircraft shall be dissolved and Interests in FE, Aircraft shall be cancelled and released without any distribution on account of such Interests.
c          Voting: Holders of Interests in Class F5 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 53. Class  Gl - Other Secured Claims aeainst Norton.
: a.        Classification: Class Gl consists of Other Secured Claims against Norton.
b          Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Gl agrees  to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Gl, each such Holder shall receive, at the option of Norton, either:
payment in full in Cash; lt.          delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; iii.          Reinstatement of such Claim; or iv.            other treatment rendering such Claim Unimpaired.
: c.          Voting: Class Gl is Unimpaired under the Plan. Holders of Claims in Class Gl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 54. Class G2    - Other Prioritv Claims against Norton.
: a.        Classification; Class G2 consists of Other Priority Claims against Norton.
122 i18-50757-amk Doc2530 FILED04/18/19 ENTERED04178119185138 Page129oI2L5
: b.        Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class G2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class G2, each such Holder shall receive, at the option of Norton, either:
: l.          payment in full in Cash; or ll.          other treatment rendering such Claim Unimpaired.
c        Voting: Class G2 is Unimpaired under the Plan. Holders of Claims in Class G2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 55. Class G3    - General Unsecured Claims asainst Norton.
: a.        ClassiJication: Class G3 consists of General Unsecured Claims against Norton.
: b.        Treatment: To the extent there are any General Unsecured Claims Against Norton, except to the extent that a Holder of an Allowed General Unsecured Claim Against Norton agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each General Unsecured Claim Against Norton, each Holder of an Allowed General Unsecured Claim Against Norton shall receive, on the Initial Distribution Date, its Pro Rata share of the Norton Cash Distribution Pool.
c        Voting: Class G3 is Impaired under the Plan. Holdlrs of Claims in Class G3 are entitled to vote to accept or reject the Plan.
: 56. Class G4    - Inter-Debtor  Claifns areinst Norton.
: a.        Classification; Class G4 consists of Inter-Debtor Claims against Norton.
: b.        Treatmenf: Each Holder of an Allowed prepetition Inter-Debtor Claim against Norton, if any, shall be treated pari passa with Unsecured Claims against Norton and will share in distributions from Norton. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against Norton, the distributions on account of such prepetition Inter-Debtor Claims against Norton shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against Norton by including the recovery on such prepetition Inter-Debtor Claims against Norton in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against Norton.
c        Voting: Class G4 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against Norton are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
123 18-50757-amk .Eoc U530 FILED 04/18/19 ENTERED 041181L918:51:48 Page 130:of215
: 57. Class G5  - Interests in Norton.
: a.      Classification: Class G5 consists of Interests in Norton.
: b.      Treatment: Reorganized FG shall retain ownership of all of the Interests in Norton.
: c.      Voting: Holders of Interests in Class G5 are conclusively deemed to have accepted the Plan pursuant to section 1126(0 of the Bankruptcy Code.
Therefore, such Holders are not entitled to vote to accept or reject the Plan.
C.        Sources of Consideration for PIan Distrihutions.
Distributions under the Plan shall be funded with, as applicable: (i) the New Common StoclL (ii)
Cash on hand at the Debtors, and (iii) the FE, Settlement Value contributed to the Debtors under the FE Settlement Agreement and the FE, Settlement Order. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance of the New Common Stock in connection with the Plan will be exempt from SEC registration to the fullest extent permitted by law.
: 1.      Cash on Hand at the Ilehtors.
The Debtors shall use Cash on hand at the Debtors to fund Cash distributions to certain Holders of Claims against the Debtors in accordance with the Plan.
: 2.      New Common Stock.
New Holdco shall be authorized to issue up to 250,000,000 shares of New Common Stock, subject to dilution by the Management Incentive Plan. New Holdco shall issue all securities, instruments, certificates, and other documents required to be issued for the New Common Stock in respect of New Holdco or the other Reorganized Debtors. All of the shares of New Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable.
The New Common Stock shall be DTC eligible. The eertificate of incorporation, bylaws and/or shareholders agreement, as necessary or desirable, shall give effect to the provisions of the plan term sheet attached to the Restructuring Support Agreement in a manner that is both consistent with the Delaware General Corporation Law and permits the DTC eligibility of the New Common Stock. Notwithstanding anything to the contrary herein, all distributions of New Common Stock shall he accomplished in accordance with the customary practices of the transfer agent for the New Common Stock and in accordance with any applicable procedures of DTC. The Ilehtors and the Reorganized Debtors shall seek the cooperation of DTC so that distributions of New Common Stock shall be made through the facilities of DTC (to the extent applicable) on or as soon as practicable after the Effective Date.
: 3.      Securities Registration Exemption.
The New Common Stock is or may be a "Security" as defined in Section      z(aXl) of the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws.
124 18-50757-amk Doc2530 FlLEE[04/I8/19 ENTERED04ltglL918:51:48 Page13Lof21"5
 
Pursuant to section 1145 of the Bankruptcy Code, the issuance of the New Common Stock (other than New Common Stock, if any, to be issued pursuant to the Management Incentive Plan) is exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable U.S. state or local law requiring registration before the offering, issuance, distribution, or sale of such securities. The New Common Stock issued pursuant to section 1145 of the Bankruptcy Code (i) is not a o'restricted security" as defined in Rule laa(a)(3) under the Securities Act, and (ii) is freely tradeable and transferable by any initial recipient thereof that (a) at the time of the transfer is not an "affiliate" of the Reorganized Debtors? as defined in Rule 1aa(a)(1) underthe Securities Act and has not been such an "affiliate" within 90 days of such transfer, and (b) is not an entity that is an "underwriter" as defined in subsection 1145(b) of the Bankruptcy Code. New Common Stock underlying the Management Incentive Plan will be issued pursuant to other available exemptions from registration under the Securities Act and applicable law.
Notwithstanding any policies, practices, or procedures of DTC or any other applicable clearing system, DTC and all other applicable clearing systems shall cooperate with and take all actions reasonably requested by a Disbursing Agent or an indenture trustee to facilitate distributions to Holders  of Allowed Claims without requiring that such distributions be characterized as repayments of principal or interest. No Disbursing Agent or indenture trustee shall be required to provide indemnification or other security to DTC in connection with any distributions to Holders of Allowed Claims through the facilities of DTC.
In connection with any ownership of the New Common Stock that will be reflected through the facilities of DTC on or after the Effective Date, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of the New Common Stock under applicable securities laws. DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether any of the New Common Stock is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of doubt, DTC) may require a legal opinion regarding the validiff of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Common Stock is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.
: 4.      FE Settlement Value.
The FE Settlement Value received by the Debtors pursuant to the FE Settlement Agreement and the FE Settlement Order, including the FE Settlement Cash and the proceeds from any transaction to monetize the New FE, Notes may be used to fund Cash distributions to certain Holders of Allowed Claims and Allowed Interests against the Debtors in accordance with the Plan.
D.        Restructuring Transactions.
: 1.      Restructuring Transactions, Generally, On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will effectuate the Restructuring Transactions, and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided herein. The actions to implement the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisff the requirements of applicable law and any other terms to which the applicable 125 18-50757-amk Doc.253(t FILED 04/18/19 ENTERED 0417811918:51:48 Page 132 ot2755
 
Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (iii) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; and (iv) all other actions that the applicable Entities determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan, in each case in form and substance reasonably acceptable to the Requisite Supporting Parties and the Mansfield Owner Parties (solely to the extent provided for in the Restructuring Support Agreement), and except as otherwise specifically provided in the Plan, the Committee.
The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions.
: 2.      [mplementation of FE Settlement Agreement.
On the Effective Date, the FE Settlement Agreement shall be implemented in accordance with the terms and conditions of the FE Settlement Agreement and the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order, without waiving any rights of any of the Debtors, the Reorganized Debtors, or the FE Non-Debtor Parties, as applicable, under the FE Settlement Agreement or FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order. The Debtors shall be authorized to, with the reasonable consent of the Requisite Supporting Parties and the Committee, enter into one or more transactions to monetize the New FE Notes on or as soon as practicable after the Effective Date. The allocation of the FE, Settlement Value and all distributions of FE Settlement Value under the PIan are integral parts of the Plan Settlement and the settlements contained therein, including, but not limited to, the settlement of Inter-Debtor Claims, the settlement of the valuation of the Debtors' Estates and the settlement of the allocation of value as between the Debtors' Creditors. Therefore, the FE Settlement Agreement and the terms thereof that are reflected in the Plan are non-severable elements of the Plan and necessary conditions to the Confirmation and Consummation of the Plan. Because the FE Non-Debtor Parties are releasing any and all prepetition Claims against the Debtors pursuant to the terms of the Plan, the FE Non-Debtor Parties shall not vote on the Plan. To the extent the FE, Settlement Agreement is terminated, nothing contained in the Plan shall be deemed to waive or release any Claim held by the FE Non-Debtor Parties under any subsequent plan of reorganization or liquidation or the FE, Non-Debtor Parties' rights to vote thereon.
(a) Manner of Ilebtors' Separation from FE Non-Debtor Parties.
The Debtors shall be separated from the FE Non-Debtor Parties as follows:
1        On the Effective Date, the existing FE, Corp. equity Interests shall be cancelled and, subject to Anicle IV.F of the Plan, all of the new common stock of Reorganized FENOC shall be contributed to New Holdco or another new subsidiary of New Holdco or a combination thereof; and
                            .l On the Effective Date, the existing equity Interests in FG and NG shall be contributed to New Holdco; and J      ,On the Effective Date, subject to paragraph 2 of this subsection, FES will
                                  ,, transfer (i) all of the assets and liabilities related to the retail business to 126 18-50757-amk Doc2530 FlLED04/18/19 ENTEREDO4ltSlLglS:51:48 Page133of215
 
New FES and (ii) all other assets and liabilities to New FES, New Holdco or some combination thereof; provided, that, in each case, such transferred assets and liabilities shall not include (a) any Rejected Executory Contract or Unexpired Lease and (b) any liabilities discharged pursuant to the Plan; and the existing FE, Corp. equity Interests in FES shall be cancelled and the common stock of FES shall be contributed or issued to the Plan Administrator; and
: 4.      On the Effective Date, subject to Article IV. F of the Plan, New Holdco shall issue the New Common Stock.
(b) Tax Matters Agreement.
On the Effective Date, in consideration for the Party Releases, the Consensual Third Parfy Releases, the Exculpations and the Injunctions set forth  in the FE Settlement Agreement and the Plan, along with the other consideration provided to the FE Non-Debtor Parties under the FE Settlement Agreement, the Reorganized Debtors and the FE Non-Debtor Parties shall enter into the Tax Matters Agreement. After the Effective Date, the Tax Matters Agreement shall not be amended or modified in any manner without the written consent of the Reorganized Debtors and the FE Non-Debtor Parties. The Tax Matters Agreement shall provide for the following: (i) the FE Non-Debtor Parties will, with the Debtors' or Reorganized Debtors', as applicable, review and consultation (beginning for tax year 2018),
timely prepare in the ordinary course of business: (a) the U.S. federal income tax returns reflecting the Debtors' membership in the FE Consolidated Tax Group, and (b) any and all state and local income or other tax returns (including, but not limited to, income, franchise, use, property tax refurns and other similar retums), in each case, for any tax period ending on or before the Effective Date; provided, however, that FE Corp. shall not be required to take any action, or omit to take any action, that would result in an adverse effect on any of the FE Non-Debtor Parties; (ii) FE Corp. shall not take or cause to be taken the Worthless Stock Deduction with effect prior to the Effective Date; (iii) the Debtors and the FE Non-Debtor Parties shall cooperate in developing a strategy for the Debtors to exit from chapter 1l that minimizes adverse tax consequences to the Reorganized Debtors and their stakeholders, provided, however, that FE Corp. shall not be required to take any action, or omit to take any action, that would result in an adverse effect on any of the FE Non-Debtor Parties; (iv) FE Corp. shall cooperate with reasonable tax diligence inquiries from the Debtors, the Committee, and the Consenting Creditors regarding historical intercompany tax issues and tax consequences of different chapter l1 exit structures, including in connection with any sale of the Debtors' assets; and (v) the FE Non Debtor Parties and the Debtors or Reorganized Debtors, as applicable, shall agree to reasonably cooperate regarding any audit or tax proceeding.
: 3.      Implementation of Manslield Settlement.
Entry of the Confirmation Order, pursuant to Bankruptcy Rule 9019 and section ll23 of the Bankruptcy Code, shall constitute approval of the Mansfield Settlement, on the terms set forth herein.
The Mansfield Settlement constitutes a good faith compromise and settlement of the Mansfield Certificate Claims held by the Mansfield Indenture Trustee, and of the potential objections to the amount, priority and availability or applicability of any guarantees related to such Claims. The Plan hereby implements the terms of the Mansfield Settlement by: (i) allowing the Mansfield Certificate Claims in the amount of
  $786,763,400.00, (ii) allowing the Mansfield Certificate Claims as Unsecured Claims against each of FGMUC, FG, NG and FES in the aforementioned amount, (iii) treating as unencumbered property of the Debtors' estates (a) the Consenting Owner Trustee's portions and the FE Owner Trustee's portion of the aggregate 93.825% undivided interests in Mansfield Unit l, which interests are the subject of the Ieveraged sale and leaseback transactions and (b) any and all insurance proceeds recovered on account of t27 18-50757-amk        DoC25S        FILED    04/18/19 ENTERED 041I81L918:51:48 Page L34 6l'2tB
 
Mansfield Unit 1 and any additional value attributable to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled; (iv) the transfer of a Pro Rata share of any recovery distributed to the Mansfield Indenture Trustee, on behalf of the Holders of Mansfield Certificate Claims, on account of the Mansfield Certificate Claims against FGMUC to the Indenture Trustees for the PCNs and the FES Notes Indenture Trustee, based on the proportion that the Allowed amount of each of the Mansfield Certificate Claims, on the one hand, ffid Unsecured PCN Claims and FES Notes Claims, on the other hand, in each case against FES, bear to the aggregate Allowed amount of Mansfield Certificate Claims, Unsecured PCN Claims and FES Notes Claims at FES, (v) the transfer to NG of any insurance proceeds recovered on account of Mansfield Unit I and any additional value attributable to Mansfield Unit 1, (vi) the Confirmation Order serving as an order authorizing the rejection, nunc pro tunc to the Petition Date, of the Mansfield Facility Documents; (vii) $10,000,000 of the aggregate Unsecured Distributable Value from all Debtors otherwise being available for distribution to the Holders of the Mansfield Certificate Claims shall be reallocated to the Holders of the Unsecured PCNiFES Notes Claims and (viii) the release and discharge of all other prepetition Mansfield Certificate Claims held hy the Mansfield Indenture Trustee and any Holder of Mansfield Certificate Claims.
The Mansfield Settlement further contemplates that fuil ownership of Mansfield Unit l, and any and all insurance proceeds recovered on account of Mansfield Unit I to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, will be transfened to the Debtors or Reorganized Debtors and authorizes the parties to the Mansfield Settlement to take any actions necessary in furtherance of that transfer, including any necessary regulatory filings or filings with FERC and the execution of the Mansfield Unit      I  Transfer Agreement. The transfer      of fu(( ownership of Mansfield Unit 1, and any and all insurance proceeds recovered on account of Mansfield Unit 1 to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, shall be free and clear of any and all Liens and encumbrances, and the Debtors, the Mansfield Indenture Trustee, the Mansf,reld Owner Parties and the FE, Owner Trustee are authorized to execute, file and take any steps otherwise necessary to evidence such transfer, including the execution of the Mansfield Unit 1 Transfer Agreement; provided, in the case of the Mansfield Indenture Trustee, that all classes comprised of Holders of Mansfield Certificate Claims (in that capacity) shall have accepted the Plan in the manner set forth in the immediately succeeding sentence of this paragraph. In that regard, acceptance of the Plan, in accordance with section 1126 of the Bankruptcy Code, by all of the classes comprised of Holders of Mansfield Certificate Claims (in that capacity) shall be deemed to constitute the consent of all Holders of Mansfield Certificate Claims and the Mansfield Indenture Trustee to such transfer as contemplated by the terms of the Mansfield Settlement. In addition, such acceptance of the Plan by all of the classes comprised of Holders of the Mansfield Certificate Claims (in that capaeity) shall cause the Plan to be binding on the Mansfield Indenture Trustee, in which event the Mansfield Indenture Trustee, without more, shall be legally authorized, regardless of any prerequisites, conditions or other provisions in the Mansfield Lease Note Indenfures, the Mansfield Pass Through Trust Agreement or any other document or instrument that might otherwise apply, to take any actions rea;sonably necessary in order to facilitate the Mansfield Settlement, including the execution of the Mansfield Unit 1 Transfer Agreement by the Mansfield Indenture Trustee, consenting to execution of the Mansfield Unit I Transfer Agreement by the Consenting Owner Trustee and the FE Owner Trustee, and the execution and delivery or recording of any documents reasonably necessary to evidence the release of the Liens of the Mansfield Lease Note Indentures, including without limitation any such Liens on the undivided interests in Mansfield Unit 1 arrd the insurance proceeds recovered on account of Mansfield Unit l, and the Confirmation Order shall 128 18-507575amk Doc2530 FlLED04/18/19 ENTERED 0411811918:51:48 Page135of215
 
so provide. On the Effective Date, the Mansfield Facility Documents shall be deemed rejected as of the Petition Date.
: 4.      Implementation of Mansfield Owner Parties' Settlement.
Entry of the Confirmation Order, pursuant to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, shall constitute approval of the Mansfield Owner Parties' Settlement, on the terms set forth herein. The Mansfield Owner Parties' Settlement constitutes a good faith compromise and settlement of the Mansfield TIA Claims and Mansfield OT Claims held by the Consenting Owner Participant and Consenting Owner Trustee (to the extent not addressed in the Mansfield Settlement), and of the potential objections to the amount, priority and availability or applicability of any guarantees related to such Claims. The Plan shall implement the terms of the Mansfield Owner Parties' Sefflement as set forth in the Plan. Pursuant to the Mansfield Owner Parties' Settlement, upon the Effective Date:
: a. The Mansfield TIA Claims shall be Allowed as Unsecured Claims against FG, FES and FGMUC in the aggregate amount of $178,000,000 to be paid in Cash pursuant to Article III.B of the Plan;
: b. The Mansfield OT Claims shall be Allowed as Unsecured Claims against FG, FES and FGMUC in the aggregate amount of $28,882.75 to be paid in Cash pursuant to Article III.B of the Plan. Upon the Effective Date, except as specifically Allowed pursuant to the Plan, all Proofs of Claim filed by the Mansfield Owner Trustee in its capacity aN owner trustee shall be deemed automatically withdrawn without further notice to or action by the Bankruptcy Court and shall be expunged from the claims register;
: c. The following property shall be transferred to and be deemed and treated E$
unencumbered property        of the Debtors' Estates or the Reorganized Debtors: (a) the Consenting Owner Trustee's portions and the FE Owner Trustee's portion of the aggregate 93.825% undivided interests in Mansfield Unit 1, which interests are the subject of the Mansfield Sale-Leaseback Transaction and (b) any and all insurance proceeds recovered on account of Mansfield Unit I to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee), or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled;
: d. The Consenting Owner Participant and the Consenting Owner Trustee shall be Released Parties entitled to the benefit of the release, injunction, and exculpation provisions of Article VIII of the Plan as set forth therein and in the Confirmation Order;
: e. The Consenting Owner Participant and the Consenting Owner Trustee shall be entitled to payment of their and their respective professionals' reasonable and documented fees and expenses without any further notice to, or action, order or approval of the Bankruptcy Court, as set forth in Article IV.R of the Plan and the Confirmation Order; and
: f. Each of the Mansfield Facility Documents shall be a Rejected Executory Contract or Unexpired Lease and shall be deemed rejected and terminated nunc pro tunc to the Petition Date, as authorized by the Confirmation Order.
The Mansfield Owner Parties' Settlement further contemplates that full ownership of Mansfield Unit  1, and any and all insurance proceeds recovered on account of Mansfield Unit 1 to which the 129 18-50757-amk Doc 253U' FILED 04/18/19 ENTERED oryt8,ltg18:51:48 Page 136 ot 2L5                                  '
 
Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, will be transferred to the Debtors or Reorganized Debtors and authorizes the parties to the Mansfield Owner Parties' Settlement to take any actions necessary in furtherance of that transfer, including any necessary regulatory filings or filings with FERC and the execution of the Mansfield Unit 1 Transfer Agreement.
The transfer of full ownership of Mansfield Unit l, and any and all insurance proceeds recovered on account of Mansfield Unit I to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, shall be free and clear of any and all Liens and encumbrances, and the Debtors, the Mansfield Indenture Trustee (as provided in section IV.B.3 of the Plan), the Mansfield Owner Parties and the FE Owner Trustee are authorized to execute, file and take any steps otherwise necessary to evidence such transfer, including the execution of the Mansfield Unit I Transfer Agreement.
: 5.      Issuance and Distribution of New Common Stock.
On the Effective Date, or as soon as reasonably practicable thereafter, the New Common Stock shall be distributed in accordance with the Plan. The New Common Stock shall be subject to dilution by any New Common Stock issued pursuant to the Management Incentive Plan. The issuance of the New Common Stock hy New Holdco, including options, stock appreciation rights, or other equity awards, if any, contemplated by the Management Incentive Plan, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.
The New Common Stock will be issued in global certificate form only and registered to DTC, which interests in the certificate being held through DTC participants, for so long as the shares of New Common Stock are eligible to be held through DTC. Holders must follow specified procedures to designate a direct or indirect DTC participant to receive their shares of New Common Stock.
All of the New Common Stock issued pursuant to the Plan, including the New Common Stock issued pursuant to section 1145 of the Bankruptcy Code and the New Common Stock issued pursuant to other exemptions from registration under the Securities Act, sha(( be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Common Stock under the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.
On the Effective Date, New Holdco and each of the other Reorganized Debtors shall be private companies. As such, upon the Effective Date, (i) the New Common Stock shall not be registered under the Securities Act or the Securities Exchange Act, and shall not be listed for puhlic trading on any securities exchange, ffid (ii) none of the Reorganized Debtors will be a reporting company under the Securities Exchange Act. In order to prevent the Reorganized Debtors from becoming subject to the reporting requirements of the Securities Exchange Act, except in connection with a public offering, the New Common Stock shall be subject to certain transfer and other restrictions pursuant to the New Organizational Documents and/or the Reorganized Debtor Stockholders' Agreement. Any Holder of New Common Stock who does not execute the Reorganized Debtor Stockholders' Agreement will be automatically deemed to have accepted the terms of such agreement and to be a party to such agreement without further action.
130 18-50757-amk Doc2530 FILED04/18/19 ENTERED'04/18/19 18:51:48 Page137of215
: 6.      Effective Ilate Cash Distribution.
The Requisite Supporting Parties and the Debtors, in consultation with the Committee, may agree to distribute Cash, in addition to New Common Stock, to those creditors who will receive distributions of New Common Stock under the Plan, in which case such Cash shall be distributed ratably based on such creditors' holdings of the New Common Stock. For the avoidance of doubt, such Cash distribution shall be funded solely by Cash that would otherwise be transferred to the Reorganized Debtors on the Effective Date and  will not increase the value of recoveries to those creditors receiving such Cash distributions.
: 7.      Unsecured Bondholder Cash Pool.
Holders of Allowed Unsecured Bondholder Claims shall have the option to elect to receive, in lieu of New Common Stock, their Pro Rata share (based on the Allowed principal amount of such Claims) of Cash equal to the aggregate value of New Common Stock distributed to Holders of Allowed General Unsecured Claims who have an election to receive New Common Stock and make such an election; provided that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of Unsecured Distributable Value in accordance with the Plan, Electing Bondholders shall receive the remainder of their distribution in New Common Stock in accordance with the Plan; provided further, that to the extent there is surplus Cash in the Unsecured Bondholder Cash Pool after taking into account distributions to the Electing Bondholders on account of their Unsecured Bondholder Claims, such Cash shall revert to the Reorganized Debtors. For the avoidance of doubt, the maximum amount of Cash contributed to the Unsecured Bondholder Cash Pool shall be the amount of Cash that is equal to the aggregate value of New Common Stock distributed to Holders of Allowed General Unsecured Claims who have made an election to receive New Common Stock.
In order to elect to receive their Pro Rata share of the Unsecured Bondholder Cash Pool, an Electing Bondholder will be required to submit a subscription form to their broker, bank, commercial bank, transfer agent, trust compmy, dealer, or other agent or nominee, or, in the event an Electing Bondholder holds their Unsecured Bondholder Claims directly on the books of the transfer agent in their own name, to Prime Clerk no later than thirty (30) days prior to the Effective Date. Following an election to participate in the Unsecured Bondholder Cash Pool, the related PCNs, FES Notes, or Mansfield Certificates held through DTC will be frozen from trading.
: 8.      Ilissolution and Liquidation of Certain Debtor Entities.
FE Aircraft and such other Debtors as may be designated by the Debtors, shall be dissolved and liquidated in accordance with the Plan and applicable law without any further court or corporate action, including the filing of any documents with the Secretary of State for any state in which any such entity is incorporated or any other jurisdiction; provided, however,that the Debtors or Reorganized Debtors, as applicable, shall be permitted to make such filings as they deem reasonable or necessary in their sole discretion. For the avoidance of doubt, none of (i) the Debtors, (ii) the Reorganized Debtors, (iii) the FE Non-Debtor Parties, (iv) the Consenting Creditors, (v) the Committee or its members solely in their capacities as such, or (vi) with respect to each of the foregoing Entities in clauses (i) through (v), such Entity and its current and former Affiliates, and such Entities' and their current and former Affiliates' current and former directors, managers (including all Independent Directors and Managers), officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agent, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such, shall have or incur any liability whatsoever in connection l3l 18-50757-amk Doc2530 FlLED04/18/19 ENTERED04/18/18'18:51:48 Page138of215
 
with or as a result of the dissolution or liquidation of any entity, in accordance with the terms of Article IV.B.7 of the Plan.
The Debtors do not intend to consummate a liquidation or dissolution of any of the Debtors in a manner forbidden by law.
: 9.        Corporate Existence.
Except as otherwise provided in the Plan, including as set forth in Article IV.B.7 of the Plan, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificates of incorporation and byJaws (or other formation documents) in effect before the Effective Date, except to the extent such certificates of incorporation and by-laws (or other formation documents) are amended under the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state or federal law).
: 10. Vesting of Assets in Reorganized Debtors.
Except as otherwise provided in the Plan, and subject to any transfer of Assets of FES and/or FENOC as described in Article IV.F of the Plan, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable Reorganized Debtor free and clear of all Liens, Claims, charges, Interests, or other encumbrances. Except as otherwise provided in the Plan, on and after the Effective Date, each of the Reorganized Debtors may operate their business and may use, acquire, or dispose of properfy and compromise or seffle any C1aims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
: 11. Transfer of FES and/or FENOC Assets to New Entities At the election of the Debtors and the Requisite Supporting Parties, in consultation with the Committee, on the Effective Date, FENOC may transfer all of its Assets to a newly created subsidiary of New Holdco. On the Effective Date, subject to paragraph 2 of Section IV.B.2.a, FES shall transfer (i) all of the assets and liabilities related to the retail business to New FES and (ii) all other assets and liabilities to New FES, New Holdco or some combination thereof, provided, that, in each case, such transferred assets and liabilities shall not include (a) any Rejected Executory Contract or Unexpired Lease and (b) any liabilities discharged pursuant to the PIan.
FES and/or FENOC and such newly created entities, including New FES, shall continue to exist as separate legal Entities on and after the Effective Date, having all rights and powers under applicable law. Immediately after consummation of the transfer of Assets to such newly created entities, (i) the Plan Administrator    will serve as the sole director and officer      of FES, and  (ii) FES and/or    FENOC,      as applicable, will change its name in a manner acceptable to the Debtors and the Requisite Supporting Parties, in consultation with the Committee.
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, NEITHER NEW FES, NEW HOLDCO OR ANY OTHER NEW ENTITY TO BE FORMED NOR ANY OTHER RE,ORGANIZED DE,BTOR SHALL HAVE OR BE CONSTRUED TO HAVE OR MAINTAIN, ANY LIABILITY, CLAIMS, OR OBLIGATION THAT IS BASED TN WHOLE OR IN PART ON ANY ACT, OMISSION, t32 18-50757-amk Doc 2530 .FILED 04/18/L9 ENTERED 04lt8ltg 18:51:48 Page 139 of 2.1,5
 
TRANSACTION, EVENT, OR OTHER OCCURRENCE OR THING OCCURRINC OR IN EXISTENCE ON OR PRIOR TO THE EFFECTIVE DATE OF THE PLAN (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, CLAIM OR OBLIGATION AzuSING UNDER APPLICABLE NON-BANKRUPTCY LAW AS A SUCCESSOR TO FES AND/OR FENOC) AND NO SUCH LIABILITY, CLAIM, OR OBLIGATION FOR ANY ACTS SHALL ATTACH TO NEW FES, NEW HOLDCO OR ANY OTHER NEW ENTITY TO BE FORMED OR THE OTHER REORGANIZED DEBTORS.
: 12.      Cancellation of Existing Securities and Agreements.
Except as otherwise provided in the Plan or any agteement, instrument, or other document incorporated in the Plan or Plan Supplement, on the Effective Date: (i) the obligations of the Debtors under the Indentures, and any other certificate, share, note, bond, indenture, purchase right, option, warrant, contract, agreement, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or ohligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such indentures, certificates, notes, or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors and the Reorganized Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; provided, however that the Indentures evidencing indebtedness or obligations not specifically Reinstated pursuant to the Plan shall continue in effect solely for the purposes of (a) allowing the Holders of Unsecured Bondholder Claims to receive distributions on account of their Claims as provided in the Plan, (b) allowing the Indenture Trustees, as applicable, to make distributions to be made on account of the Unsecured Bondholder Claims, and (c) preserving the Indenture Trustee's rights to compensation and indemnity under each of the applicable Indentures as against any money or property distributed or allocable to Holders of Unsecured Bondholder Claims, including the Indenture Trustee's rights to maintain, enforce, and exercise their respective charging liens against such money or property, (d) permitting the Indenture Trustees, as applicable, to enforce any right or ohligation owed to them under the Plan, and (e) permitting the Indenture Trustees to appear in the Chapter I I Cases or in any proceeding in the Bankruptcy Court or any other court after the Effective Date on matters relating to the Plan or the Indentures; (ii) the FE/FES Revolver shall be cancelled as to the Debtors and the Reorganized Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (iii) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, indentures, certificates, notes, or other instruments evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be released and discharged. For the avoidance of doubt, each of the Indenture Trustees shall be entitled to assert its respective charging liens arising under and in accordance with the applicable Indenture and any ancillary document, instrument, or agreement to obtain payment of its fees and expenses. On and after the Effective Date, all duties and responsibilities of each Indenture Trustee under the applicable Indenture shall be fully discharged except to the extent required in order to effectuate the Plan, including the continued obligations of the Secured PCN Indenture Trustees with respect to the Secured FG PCN Reinstated Claims and the Secured NG PCN Claims that will be Reinstated pursuant to the Plan.
Subsequent to the perfoffnance by each Indenture Trustee of its obligations pursuant to the Plan and the Confirmation Order, such Indenture Trustee and its agents shall be relieved of all further duties and responsibilities related to the applicable Indenture.
133 18-50757-amk Doc 2530 ::FILED 04178179 ENTERED O4ll8ll918:51:48 Page 140 of 215                                -,i",
: 13. Corporate Action.
On the Effective Date, or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved in all respects, including: (i) implementation of the Restrucfuring Transactions; (ii) selection of the directors and officers for the Reorganized Debtors; (iii) issuance and distrihution of the New Common Stock; and (iv) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for herein involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect as of the Effective Date, without any requirement of fuither action by the Bankruptcy Court, the Debtors, the Reorganized Debtors, or their respective security holders, directors, managers, or officers. On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors shall be authorized and, as applicable, directed to issue, execute, and deliver the agreements, documents, securities, and instruments, and take such actions, contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Debtors or the Reorganized Debtors, as applicable, including the issuance of the New Common Stock, and any and all other agreements, documents, securities, and instruments relating to the foregoing, and    all such documents shall be deemed ratified. The authorizations and approvals contemplated by Article IV.H of the Plan shall be effective notwithstanding any requirements under non-bankruptcy law.
: 14. FERC Approvals.
On the Effective Date, the FERC-Jurisdictional Debtors, and those Consenting Creditors who are party to the relevant Restructuring Transactions which require such authorization, shall have received FPA 203 Authorization for the Restructuring Transactions. The FERC-Jurisdictional Debtors, and those Consenting Creditors who are party to the relevant Restructuring Transactions, shall cooperate to submit one or more application(s) requesting such FPA 203 Authorization from FERC at least 120 days prior to the Effective Date. FPA 203 Authorization shall be requested for, at a minimum, separation of the FERC-Jurisdictional Debtors from the FE Non-Debtor Parties, the transfer of ownership of the Mansfield Facility to FG, and the reorganization of FES into New FES.
: 15. New Organizational Documents.
The New Organizational Documents shall be consistent with the Restructuring                Support Agreement and in form and substance reasonably acceptable to the Debtors, the Committee, and the Requisite Supporting Parties.
On the Effective Date, each of the Reorganized Debtors will file its New Organizational Documents with the applicable Secretaries of State and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation or formation. Pursuant to section 1123(aX6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective state of incorporation and its respective New Organizational Documents.
: 16. Directors and Officers of the Reorganized Debtors.
As of the Effective Date, the term of the current members of the board of directors or managers of the applicable Debtors shall expire, and the new boards of directors or managers and the officers of each 134 18-50757-amk Doc 2530 FILED 04/1849.: ENTERED O4llSlLg 18:51:48 Page 141 of 215
 
of the Reorganized Debtors shall be appointed in accordance with the Plan and the respective New Organizational Documents. The New Holdco Board shall consist of no fewer than seven (7) members, who shall initially consist of: (i) one (1) member who shall be the chief executive officer of Reorganized FES; (ii) Mr. John Kiani; (iii) two (2) members designated by Nuveen Asset Management, LLC on behalf of the Nuveen noteholders; provided, that one (1) such member (a) shall be independent of any stockholder with nomination rights, including Nuveen Asset Management, LLC, and (b) shall be reasonably acceptable to the Mansfield RSA Majority (as defined in the Restructuring Support Agreement); (iv) one (l) member designated by Avenue Capital Management II L.P.; (v) one (1) member who shall serve as executive chairman of the New Holdco Board designated jointly by the Ad Hoc Noteholder Group and the Mansfield RSA Majority (as defined in the Restructuring Support Agreement) subject to the reasonable consent of the Committee; and (vi) one (l) member designated jointly by the Ad Hoc Noteholder Group, the Mansfield RSA Majority (as defined in the Restructuring Support Agreement), and the Committee, who shall be independent of any stockholder with nomination rights, and shall be an individual with relevant industry or regulatory experience, provided, however, that the requirement of relevant industry or regulatory experience may be waived at the discretion of, and jointly by, the Ad Hoc Noteholder Group, the Mansfield RSA Majority, and the Committee. If the New Holdco Board initially consists of more than seven members, as may be determined on or prior to the Effective Date by the Ad Hoc Noteholder Group, such additional members may include members comprised of senior management of the Reorganized Debtors or members designated by the Requisite Supporting Parties.
Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of any person proposed to serve on the initial board of directors or be an officer of each of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an "insider" under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer.
: 17. Management Incentive PIan.
Upon the Effective Date, the New Holdco Board shall adopt the Management Incentive Plan providing for the issuance of New Common Stock, which Management Incentive Plan shall not authorize the issuance of in excess af I .SYo of the New Common Stock as of the Effective Date (on a fully diluted basis). The Management Incentive Plan shall provide for distribution of the Incentive Securities. Other terms of the Management Incentive Plan will include vesting, apportionment, forfeiture and granting of the Incentive Shares. The terms of any Management Incentive Plan shall be disclosed in the Plan Supplement (or left to the determination by the New Holdco Board following the Effective Date) and shall be reasonably acceptable to the Debtors, the Committee, and the Requisite Supporting Parties to the extent disclosed in the Plan Supplement. For the avoidance of doubt, the Management Incentive Plan will be implemented on or after the Effective Date and the Debtors are not seeking the Bankruptcy Court's approval of the terms of the Management Incentive Plan in connection with confirmation of the Plan.
: 18. Employee Ohligations and Management Employment Contracts.
The Debtors' Incentive and Retention Plans shall be deemed to be assumed by the Reorganized Debtors. On the Effective Date, the Reorganized Debtors shall enter into the New              Management Employment Contracts.
: 19. Transition Working Group Management Agreement.
The Debtors shall enter into the Transition Working Group Management Agreement which shall provide for the terms of services provided by the members of the Transition Working Group who are not 135 18-50757-amk Doc2530 FlLED04/18/19 ENTEREDA4l1.8lL918:51:48 Paget42ot2L5
 
employees of the Debtors and for compensation andreimbursement of expenses for such members. The Transition Working Group Management Agreement shall be filed as part of the Plan Supplement and shall become effective on the Confirmation Date.
E.      Administrative Claims and Priority Tax Claims.
In accordance with section l123(a)(l) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests.
: 1.      General Administrative Claims.
Except as specified in this Article II, and with respect to the FE Non-Debtor Parties, subject to the FE Settlement Agreement, unless the Holder of an Allowed General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment, each Holder of an Allowed General Administrative Claim will receive, in full satisfaction of its General Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim either: (i) on the Effective Date; (ii) if the General Administrative Claim is not Allowed as of the Effective Date,30 days after the date on which an order allowing such General Administrative Claim becomes a Final Order, or as soon thereafter as reasonably practicable; or  (iii) if the Allowed General Administrative Claim is based on a liability incurred by the Debtors in the ordinary course of their business after the Petition Date, pursuant to the terms and conditions of the particular transaction or agreement giving rise to such Allowed General Administrative Claim, without any further action by the Holders of such Allowed General Administrative Claim, and without any further notice to or action, order, or approval of the Bankruptcy Court.
Requests for payment of General Administrative Claims must be Filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date applicable to the Debtor against whom the General Administrative Claim is asserted pursuant to the procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General Administrative Claims that are required to File and serve a request for payment of such General Administrative Claims by the Administrative Claims Bar Date that do not File and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such General Administrative Claims against the Debtors, the Reorganized Debtors, or their respective property and such General Administrative Claims shall be deemed forever discharged and released as of the Effective Date. Any requests for payment of General Administrative Claims that are not properly Filed and served by the Administrative Claims Bar Date shall not appear on the Claims Register and shall be disallowed automatically without the need for further action by the Debtors or the Reorganized Debtors or further order of the Bankruptcy Court. To the extent Article II.A.I of the Plan conflicts with Article XII.C of the Plan with respect to fees and expenses payable under section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, Article XII.C of the Plan shall govern.
: 2.      Postpetition Inter-Debtor Claims Without the need to file or serve any request for payment of a General Administrative Claim, in accordance with the Plan Settlement, the postpetition Inter-Debtor Claims shall be Allowed as follows: (i) the postpetition Inter-Debtor Claim of FG against FES shall be Allowed as super-priority Administrative Claims in an amount equal to $12A,291,389; (ii) the postpetition Inter-Debtor Claim of NG against FES shall be Allowed as super-priority Administrative Claims in an amount equal to $238,431,&79; (iii) the postpetition Inter-Debtor Claims of FGMUG against FG shall be disallowed in fulI; (iv) the postpetition Inter-Debtor Claims of FENOC against FES shall be Allowed as a super-priority Administrative Claim in 136 18-50757-amk Doc 2530 FlLED 04/18/19 ENTERED OA/LBllg18:51:48 Page L43 of 2l.5
 
the amount of $2,000,000; and (v) the postpetition Inter-Debtor Claims of FENOC against NG shall be Allowed as super-priority Administrative Claims in the amount of $69,929,041. In lieu of Cash payment or other distribution to the Debtors holding such Inter-Debtor Claims, the distributions on account of such Inter-Debtor Claims may be made to the Holders of Allowed Unsecured Claims against the Debtor holding such Inter-Debtor Claims in accordance with the terms and conditions of the Plan.
: 3.      Professional Compensation.
(a)      Final Fee Applications.
All final requests for payment of Professional Fee Claims incurred during the period from the Petition Date through the Effective Date, must be Filed and served on the Debtors or Reorganized Debtors, as applicable, the Committee and the United States Trustee no later than the Professional Fee Claims Bar Date. All such final requests wi[I be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankuptcy Code and prior orders of the Bankruptcy Court in the Chapter 1l Cases, including the Interim Compensation Order, and once approved by the Bankruptcy Court, paid promptly from the Professional Fee Escrow Account up to its full Allowed amount.
(b)      Professional Fee Escrow Account On the Effective Date, the Reorganized Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount.
Upon the establishment of the Professional Fee Escrow Account, the Reorganized Debtors shall select a Professional Fee Escrow Agent for the Professional Fee Escrow Account to administer payments to and from such Professional Fee Escrow Account in accordance with the Plan and shall enter into an escrow agreement providing for administration of such payments in accordance with the Plan.
The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals.
Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors.
The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals from the Professional Fee Escrow Account when such Professional Fee Claims are Allowed by Final Order.
(c)    Professional Fee Reserve Amount.
Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date and shall deliver such estimate to the Debtors no later than ten Business Days before the Effective Date; provided, however, that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional's final request for payment of Filed Professional Fee Claims. If a Professional does not provide an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. The total amount estimated pursuant to Article II.A.3(c) of the Plan shall comprise the Professional Fee Reserve Amount.
(d)    Post-Effective Date Fees and Expenses.
When all Allowed amounts owing to Professionals have been paid in        full from the Professional Fee Escrow Account, any remaining amount in the Professional Fee Escrow Account shall be disbursed to the Reorganized Debtors without any further action or order of the Bankruptcy Court.
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If the amount in the Professional Fee Escrow Account is insufficient to fund payment in full of all Allowed amounts owing to Professionals, the deficiency shall be promptly funded to the Professional Fee Escrow Account by the Reorganized Debtors.
Upon the Effective Date, any requirement that Professionals comply with sections 327 through 337,363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors or Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.
: 4.      Priority Tax Claims.
Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9XC) of the Bankruptcy Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 5ll and 1129(a)(9)(C) of the Bankruptcy Code.
F'.      Other Selected Provisions of the Plan.
Holders of Claims and Interests should read and review the Plan in its entirety. The inclusion of the below provisions in this Summary of the Plan should not be understood to imply that these provisions frre more or less material than any other provision in the Plan,
: 1.      Payment of Certain Fees.
Without any further notice to or action, order, or approval of the Bankruptcy Court, the Reorganized Debtors shall pay on the Effective Date the Other Professional Fee Claims, including, for the avoidance of doubt, the reasonable and documented unpaid fees and expenses incurred on or before the Effective Date by (i) professionals and the Mansfield Indenture Trustee payable under the Order (i)
Authorizing Debtors to Assume (a) the Process Support Agreement and (b) the Standstill Agreement and (ii) Granting Related Relief [Docket No. 509], (ii) professionals payable pursuant to the Restructuring Support Agreement, including, for the avoidance of doubt, payment of any transaction completion fees to GLC Advisors & Co. as financial advisor to the Ad Hoc Noteholders Group, Guggenheim Securities LLC as financial advisor to the Mansfield Certificateholders Group, Houlihan Lokey Capital, Inc., as financial advisor to the FES Creditor Group and Crestview Capital Advisors Corporation, as financial advisor to the Consenting Owner Participant, and (iii) the Consenting Owner Trustee, Indenture Trustees and their counsel. The Reorganized Debtors shall indemniff the Indenture Trustees for any reasonable and documented fees and expenses (including the reasonable and documented fees and expenses of its counsel and agents) incurred after the Effective Date solely in connection with the implementation of the Plan, including but not limited to, making distributions pursuant to and in accordance with the Plan, and any disputes arising in connection therewith.
All  amounts distributed and paid pursuant to Article IV.R of the Plan shall not be subject to disgorgement, setoff, recoupment, reduction, or reallocation of any kind.
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            ?,.      Treatment of Executory Contracts and Unexpired Leases (a)    Assumption and Rejection of Executory Contracts and Unexpired Leases.
On the Effective Date, except as otherwise provided herein, a(( Executory Contracts or Unexpired Leases of the Debtors, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed to be Assumed Executory Contracts or Unexpired Leases, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (i) previously were assumed or rejected by the Debtors; (ii) are identified on the list of Rejected Executory Contracts or Unexpired Leases filed with the Plan Supplement; (iii) are the subject of a motion to reject an Executory Contract or Unexpired Lease that is pending on the Effective Date; or (iv) are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is on or after the Effective Date; provided, however that to the extent an Executory Contract or Unexpired Lease is among one or more Debtors and one or more FE Non-Debtor Parties, such Executory Contract or Unexpired Lease is deemed rejected as of the Effective Date, unless such Executory Contract or Unexpired Lease (a) has been previously assumed by the Debtors or (b) is identified on the list of Assumed Executory Contracts or Unexpired Leases; and provided, further, however, to the extent that an Executory Contract or Unexpired Lease is among one or more Debtors and one or more FE Non-Debtor Parties and any such Executory Contract is not an Insurance Policy or a Surety Indemnity Agreement, the Debtors will consult with the applicable FE Non-Debtor Party and obtain the consent of the applicable FE, Non-Debtor Party before including such Executory Contract or Unexpired Lease on the list of Assumed Executory Contracts or Unexpired Leases. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions and, to the extent applicable, assignments of the Executory Contracts or Unexpired Leases, and the rejection of the Executory Contracts or Unexpired Leases listed on the list of Rejected Executory Contracts or Unexpired Leases filed with the Plan Supplement pursuant to sections 365(a) and ll23 of the Bankruptcy Code, in each case effective as of the Effective Date. For the avoidance of doubt, any contracts related to the retail business that are included on the Iist of Assumed Executory Contracts or Unexpired Leases shall be assumed and assigned to New FES, New Holdco or a combination thereof and such assignment shall be noted on the list of Assumed Executory Contracts or Unexpired Leases; provided, however, customer contracts related to the retail business will receive notice of such assumption and assignment pursuant to the Disclosure Statement Order and such parties will be provided an opportuniff to be heard before the Bankruptcy Court. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract or Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party before the Effective Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable law. The Debtors or Reorganized Debtors, as applicable, reserve the right to alter, amend, modifu, or supplement the list of Assumed Executory Contracts or Unexpired Leases and the schedules of Executory Contracts or Unexpired Leases with respect to the Debtors or Reorganized Debtors, as applicable, at any time through and including 45 days after the Effective Date, without the incurrence of any penalty or changing the priority or security of any Claims as a rssult of such treatment change. For the avoidance of doubt, nothing in this paragraph shall be deemed to apply to any collective bargaining agreement.
(h)    Claims Based on Rejection of Executory Contracts or Unexpired Leases.
Unless otherwise provided by a Final Order of the Bankruptcy Court, a(( Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed and served upon the Debtors or Reorganized 139 18=50757-amk Doc        2530      FILED    04/18/19 ENTERED 04/18/19 18:5L:48 Page                  146 of 215
 
Debtors, as applicable, within 30 days after the later of: (i) notice of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; and (ii) the effective date of such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not F'iled and sered within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their property without the need for objection hy the Reorganized Ilebtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall he deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Ctaim to the contraly. All Allowed Claims arising from the rejection of the Debtors' Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims against the applicable Debtor and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan. In no event shall any counterparty to a Rejected Executory Contract or Unexpired Lease be permitted to exercise any non-monetary contractual remedies under such Executory Contract or Unexpired Lease against the Debtors, the Reorganized Debtors, their Estates or their respective properties. All such remedies shall, as of the Effective Date, be permanently enjoined. For the avoidance of doubt, nothing in this paragraph shall be deemed to apply to any collective bargaining agreement.
(c)    Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.
Any monetary defaults under each Assumed Executory Contract or Unexpired Lease shall be satisfied pursuant to section 365(bxl) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, subject to the limitation described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (i) the amount of any payments to cure such a default, (ii) the ability of the Reorganized Debtors or any ooadequate assignee to provide            assurance of future performance" (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (iii) any other matter pertaining to assumption, the cure payments required by section 365(bxl) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption.
At least seventeen (17) days before the Confirmation Hearing, the Debtors        will  provide for notices of proposed assumption and proposed cure amounts to be sent to applicable third parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. Any objection by a counterparly to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount must be Filed, served, and actually received by the Debtors at least seven (7) days before the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have consented to such assumption or proposed cure amount. If the Bankruptcy Court determines that the cure amount for any Executory Contract or Unexpired Lease is greater than the amount set forth in the notice sent hy the Debtors, the Debtors may add such Executory Contract or Unexpired Lease to the list of Rejected Executory Contracts or Unexpired Leases, in which case such Executory Contract or Unexpired Lease will be deemed rejected as of the Effective Date.
Assumption of any Executory Contract or Unexpired Lease shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any Assumed Executory Contract or Unexpired Lease at any time before the effective date of assumption. Upon the occurrence of the Effective Date and the payment by the Debtors of any cure amount, any Proofs of Claim Filed with respect to an Assumed Executory Contract or 140 18-50757-amk Dbc        2530      FILED    04/18/19 ENTERED O4lLBl7918:51:48 page :.42_of 215
 
Unexpired Lease shall he deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court.
(d)    Preexisting Obligations    to the llebtors Under Executory Contracts        and Unexpired Leases.
Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases.
(e)    Indemnification Obligations Notwithstanding anything in the Plan to the contrary, each Indemnification Obligation of any Debtor shall be assumed by the applicable Reorganized Debtor, effective as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code or otherwise. Each such Indemnif,rcation Obligation shall remain in full force and effect, shall not be modified, reduced, discharged, impaired, or otherwise affected in any wtty, and shall survive Unimpaired and unaffected, irrespective of when such obligation arose.
The Debtors and Reorganized Debtors shall assume the Indemnification Obligations for the current and former directors, officers, managers (including all Independent Directors and Managers),
employees, and other professionals of the Debtors, as applicable, in their capacities as such.
Notwithstanding the foregoing, nothing shall impair the ability of the Reorganized Debtors to modify indemnification obligations (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for acts or omissions arising after the Effective Date.
(f)    Collective Bargaining Agreement.
The Debtors assert that the Reorganized Debtors are unable to assume the collective bargaining agreements between the Debtors and the Unions as cuffently constituted because, among other things, the collective bargaining agreements require the Debtors to provide benefits to their employees under health care, severance, welfare, incentive compensation, and retirement plans sponsored by FE Corp. (the "Non-Replicable Benefits"). As of the Effective date, the Debtors will no longer be able to offer such benefits to their employees under these FE Corp. plans. Prior to the Effective Date and once decisions have been made as to the health care, severance, welfare, incentive compensation and retirement plans that the Reorganized Debtors intend to offer their employees as of the Effective Date, the Debtors will negotiate with the unions that are parties to collective bargaining        agreements with the Debtors regarding modifications necessary for the Debtors' post-Effective Date operations, including (i) to incorporate the changes to the health care, severance, welfare, incentive compensation, and retirement plans that the Reorganized Debtors will offer their employees as of the Effective Date, (ii) financial, work rule and contract language changes consistent with the business plans for the Reorganized Debtors and (iii) separation so that the Reorganized Debtors, and not the Debtors and the FE Non-Debtor Parties, are party to and responsihle for the applicable collective bargaining agreements upon the Effective Date, with the goal of reaching agreement on all such modifications prior to the Effective Date. In the event that the Debtors are unable to reach agteement with any particular union that is a party to a collective bargaining agreement, the Debtors reserve their right prior to the Effective Date to seek relief from the Bankruptcy Court under sections 1 113 and 1 114, to the extent applicable, of the Bankruptcy Code.
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Each of the collective bargaining agreements contains a successorship clause. The Unions' position is that the successorship clauses require the Debtors' agreement with the Reorganized Debtors provide that the Reorganized Debtors assume the collective bargaining agreements in their entirety, except for the Non-Replicable Benefits. The Unions contend that the Debtors' failure to require that the Reorganized Debtors assume the collective bargaining agreements constitutes a breach of the collective bargaining agreements, and that the potential damages for such a breach may be all the wages and benefits remaining on the collective bargaining agreements, some of which do not expire until2022. The Unions believe this amount cannot be calculated with precision at this time, but the amount of the claim would be substantial and material, and the Unions' position is that such a claim would be entitled to treatment as an administrative priority claim.
Prior to the Effective Date, either (a) through the negotiation process, modifications to a collective bargaining agreement acceptable to the applicable Union and the applicable Debtor will be agreed upon by the parties and then the applicable Debtors will assume the modified collective bargaining agreement as of the Effective Date or (b) the applicable Debtor will seek relief under sections 1113 and 1l 14 of the Bankruptcy Code with respect to such collective bargaining agreement. Accordingly, the Debtors disagree with the Unions' assertions (i) as to what the successorship clauses require, (ii) that the facts or applicable law support a breach of contract claim, (iii) that the Unions would be entitled to damages, including damage claims against the Debtors as a result of an order of the Bankruptcy Court granting relief under sections I I 13 and 1114, and/or (iv) that any such damages would be entitled to admini strative priority.
Certain of the FE Non-Debtor Parties are party to collective bargaining agreements with Local 270, Utility Workers Union of America, and Local 245, International Brotherhood of Electrical Workers.
Certain Debtors are also parties to those collective bargaining agreements. Nothing in the PIan or this Disclosure Statement relieves the FE Non-Debtor Parties of obligations pursuant to their collective bargaining agreements with the Unions. Notwithstanding any provision of this Section V.F, nothing contained herein shall create an obligation of the FE Non-Debtor Parties to participate in, or contribute (either economically or otherwise) to, any negotiations between the Debtors and the Unions that are parties to collective bargaining agreements.
G)      Insurance Policies.
Each of the Insurance Policies are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Effective Date, the Debtors shall be deemed to have assumed all Insurance Policies and any agreements, documents, and instruments relating to coverage of all insured C1aims, and such Insurance Policies shall not be impaired in any way by the Plan or the Confirmation Order, but rather will remain valid and enforceable in accordance with their terms. For the avoidance of doubt, any claims by an insurer against any Debtor pursuant to the terms of an applicable Insurance Policy where the Debtor is a named insured are not subject to the Consensual Third Party Release of the Debtor Released Parties set forth in Article VIII.E of the Plan.
(h)    Surety Bonds.
Notwithstanding any other provision of the Plan or the Confirmation Order, on the Effective Date: (i) any and all surety bonds that are issued on hehalf of any of the Debtors, as principal(s) and in force as of the Effective Date (each, a "Surety Bond," and collectively, the "Surety Bonds"), and related indemnification and collateral agreements (collectively, the "Suretv Indemnity Agreements") entered into by any of the Debtors in favor of the sureties providing the Surety Bonds (each, "fu[98", and collectively, the "Sureties") will be treated as Executory Contracts that have been assumed cum onere by the Reorganized Debtors under the Plan and will survive and remain unaffected and unimpaired by the 142 1,8-50757-amk Doc2530 FlLED04/18/19 ENTERED04l1.Blt91g51:48 Page149of215
 
confinnation of the PIan and entry of the Confirmation Order; provided, that for avoidance of doubt, neither the Plan nor the Confirmation Order shall constitute a finding as to whether any of the Surety Bonds or Surety Indemnity Agreements are "executory contracts" within the meaning of section 365 of the Bankruptcy Code; (ii) any bonded obligation under any Surety Bond shall be unimpaired and a continuing obligation of the Reorganized Debtors; and (iii) any and all collateral held by a Surety shall remain in place to secure the obligations of any of such Surety's indemnitors underall applicable Surety Indemnity Agreements regardless of when such obligations arise. Upon the Effective Date, and provided that all amounts then due and owing pursuant to the Surety Bonds and Surety Indemnity Agreements are satisfied, Proofs of Claim filed by a Surety on account of or in respect of any Surety Bond or Surety Indemnity Agreement, or otherwise covered by this paragraph, shall be deemed automatically withdrawn without further notice to or action by the Bankruptcy Court and shall be expunged from the claims register. Nothing in this paragraph shall be deemed to waive any of the Debtors' or the Reorganized Debtors' rights or defenses with respect to any Claims. Nor shall this paragraph be deemed to modiff the respective rights and obligations of the Sureties, Debtors, Reorganized Debtors, or any indemnitors, as applicable, under the Surety Bonds, the Surety Indemnity Agreements, or any related collateral agreements.
Notwithstanding any provision of this Plan or the Confirmation Order, including, but not limited to, the  release and injunction provisions in Article VIII of the Plan, nothing in the Plan or the Confirmation Order sha(( be deemed to bar, impair, alter, diminish, or enlarge any of the rights or claims of Liberry Mutual Insurance Company and its affiliates or Westchester Fire Insurance Company and its affiliates against any FE Non-Debtor Party pursuant to the terms of an applicable Surety Indemnity Agreement, and, for the avoidance of doubt, any claims of Liberty Mutual Insurance Company and its affiliates or Westchester Fire Insurance Company and its affiliates against any Debtor or any FE Non-Debtor Party pursuant to the terms of an applicable Surety Indemnity Agreement are not subject to any of the Consensual Third Party Releases set forth in Article VIII.E of the Plan.
(r)    Modifications, Amendments, Supplements, Restatements,                  or  Other Agreements.
Unless otherwise provided    in the Plan, each Executory Contract or Unexpired      Lease that is assumed shall include all modifications, amendments, supplements, or restatements thereto or thereof, if any, including all easements, Iicenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements have been previously rejected or repudiated or is rejected or repudiated under the Plan.
Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases executed by the Debtors during the Chapter I I Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority or amount of any C1aims arising thereunder.
ff)    Reservation of Rights.
Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on any list of Rejected Executory Contracts or Unexpired Leases or list of Assumed Executory Contracts or Unexpired Leases, nor anything contained in the PIan, shall constitute an admission by the Debtors that such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its treatment of such contract or lease.                        l 143 18-50757-amk Doc2530 FlLED04/18/19 ENTEREDO4l78lt918:51:48 Page150of215
 
(k)      Nonoccurrence of the Effective Date.
In the event that the Effective Date does not occur with respect to a Debtor, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases with respect to such Debtor pursuant to section 365(dX4) of the Bankruptcy Code, unless such deadline has expired.
: 0)      Contracts and Leases Entered Into After the Petition Date, Contracts and leases entered into after the Petition Date by any Debtor, including any Assumed Executory Contracts or Unexpired Leases, will be performed by the applicable Debtor, or the applicable Reorganized Debtor liable thereunder in the ordinary course of their business. Accordingly, any such contracts and leases (including Assumed Executory Contracts or Unexpired Leases) that have not been rejected as of the Confirmation Date shall survive and remain unaffected by entry of the Confirmation Order.
G.      Provisions Governing Claims and Distributions
: l.      Timing and Calculation of Amounts to be Ilistributed Unless otherwise provided in the Plan, on the Effective Date (or if a Claim is not an Allowed Claim on the Effective Date, on the date that such Claim becomes an Allowed Claim, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim shall receive the full amount of the distributions that the PIan provides for Allowed Claims in the applicable Class. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Duy, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date.
: 2.      Ilisbursing Agent All distributions under the Plan shall be made to Holders of Allowed Claims by the applicable Disbursing Agent on the Effective Date, or as soon as reasonably practicable thereafter, in accordance with the Plan. The Dishursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.
: 3.      Rights and Powers of Dishursing Agent (a)      Powers of the Disbursing Agent The Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (iD make all distributions contemplated hereby; and (iii) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions of the Plan.
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(b)    Expenses Incurred On or After the Effective Date Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred      by the Disbursing Agent in performing its duties under the Plan on or after the Effective Date    (including taxes) shall be paid in Cash by the Reorganized Debtors (and in the case of the Plan Administrator, such fees and expenses shall be paid as set forth in the Plan Administrator Agreement).
: 4.        Delivery of Ilistributions and Undeliverable or Unclaimed Distributions (a)    Record Date for Distributions.
On the Distribution Record Date, the Claims Register sha(( be closed and any party responsible for making distributions shall be authorized and entitled to recognize only those record Holders listed on the C1aims Register as of the close of business on the Distribution Record Date. The Debtors, the Indenture Trustees and/or the Disbursing Agent shall have no obligation to recognize any transfer of any Claims occurring on or after the Distribution Record Date. For the avoidance of doubt, the Distribution Record Date shall not apply to any publicly-held securities.
(b)    Delivery of Distributions.
Except as otherwise provided herein, the applicable Disbursing Agent shall make distributions to Holders of Allowed Claims, as applicable, as of the Distribution Record Date at the address for each such Holder indicated on the Debtors' records as of the date of any such distribution. The manner of such distributions shall be determined at the disuetion of the applicable Disbursing Agent and the address for each Holder of an Allowed Claim shall be deemed to be the address set forth in any Proof of Claim Filed by that Holder. For the avoidance of doubt, Distributions to the Holders of Allowed Unsecured Bondholder Claims shall be made to the applicable Indenture Trustees for further distribution to the Holders of Allowed Unsecured Bondholder Claims, subject to the charging lien of the Indenture Trustees.
(c)    No Fractional Ilistributions.
No fractional shares of New Common Stock shall be distributed and no Cash shall be distributed in lieu of    such fractional amounts. When any distribution pursuant to the Plan on account of an Applicable Allowed Claim would otherwise result in the issuance of a number of shares of New Common Stock that is not a whole number, the actual distribution of shares of New Common Stock shall be rounded as follows: (i) fractions of one-halt {ll2) or greater shall be rounded to the next higher whole number and (ii) fractions of less than one-half (1/2) shall be rounded to the next lower whole number with no further payment therefor. The total number of authorized shares of New Common Stock to be distributed to Holders of Allowed Claims shall be adjusted as necessary to account for the foregoing rounding.
(d)    Minimum Ilistribution.
No Cash payment of less than $50.00 shall be made to a Holder of an Allowed Claim on account of any Allowed Claim.
(e)    Undeliverable Distributions and Unclaimed Property.
In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address l4s L8-50757-amk        ''  Doc  2530      FILED  04/18/19 ENTERED 0417817918:51:48 Pagd 15zof 215
 
of such Holder at which time such distribution shall be made to such Holder without interest; provided, however, that any distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six months from the applicable Distribution Date. In the event that the Disbursing Agent is unable to effectuate distributions to any Holder due to the Holder's non-compliance with the provisions of the Plan required for distributions (including compliance with tax requirements and/or identifuing a DTC participant for the distributions of the New Common Stock), such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six months from the applicable Distribution Date. All unclaimed property or interests in property shall revert to the applicable Reorganized Debtor(s) automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and the claim of any Holder to such property shall be fully discharged, released, and forever barred.
(f)    Allocation of Distributions.
Except as otherwise set forth in the Plan, Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claim (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of such Claim, to any portion of such Claim for accrued but unpaid interest to the extent Allowed in the Plan.
: 5.      Claims Administration Responsibilities.
Except as otherwise specifically provided in the Plan, after the Effective Date, the applicable Reorganized Debtor(s), or the Plan Administrator acting on behalf of the Reorganized Debtor(s) to the extent set forth in the Plan Administrator Agreement, shall have the sole authority: (i) to File, withdraw, or litigate to judgment, objections to Claims; (ii) to settle or compromise any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (iii) to administer and adjust the Claims Register to reflect any such settlements or compromises without any fuither notice to or action, order, or approval by the Bankruptcy Court. A list of the Claims and Causes of Action to be retained by the Debtors and turned over to the Plan Administrator or the Reorganized Debtors shall be set forth in the Plan Supplement.
: 6.      Disputed Claims Reserve.
On the Effective Date, the Debtors shall establish the Disputed Claims Reserve for any Disputed Claim (to the extent such Claim is ultimately Allowed) existing as of the Effective Date, which Disputed Claims Reserve shall be administered by the Plan Administrator. After the Effective Date, the Reorganized Debtors shall hold an amount of New Common Stock and Cash in such Disputed Claims Reserve in trust for the benefit of the Holders of Claims ultimately determined to be Allowed after the Effective Date. The Plan Administrator shall distribute such amounts (net of any expenses, including any taxes relating thereto), as provided herein, as such Claims are resolved by a Final Order or agreed to by settlement, and such amounts will be distributable on account of such Claims as such amounts would have been distributable had such Claims been Allowed Claims as of the Effective Date under Article III of the Plan solely to the extent of the amounts available in the Disputed Claims Reserve.
Disputed Claims that become Allowed, in whole or in part, shall be satisfied exclusively out of the Disputed Claims Reserve. In the event that the New Common Stock and Cash remaining in the Disputed Claims Reserve shall be insufficient to satisfy all of the Disputed Claims that have become Allowed and are due to be satisfied with distributions from the Disputed Claims Reserve on any Periodic Distribution'Date, such Disputed Claims shall be satisfied Pro Rata from the Disputed ClaimsrReserve.
After all New Common Stock and Cash have been distributed from the Disputed Claims Reserve, no t46 18-50757-amk mc          2530      FILED  04/18/19 ENTERED O ltAlLg L8:51:48 Page 153 of 215
 
further distributions shall be made in respect of Disputed Claims and the Holders of any such Disputed Claims shall have no recourse in respect of such Claims to the Debtors or the Reorganized Debtors, Holders of Allowed Claims, or their respective assets or properties.
If a Disputed Claim is disallowed, in whole or in part, on the Periodic Distribution Date next following the date of determination of such disallowance, then (i) shares of New Common Stock equal to the shares of New Common Stock that would have been released from the Disputed Claims Reserve to the Holder thereof had such Claim been Allowed in the as-filed or estimated amount, as applicable, of such Claim, or disallowed portion thereof if such Claim is disallowed in part, shall be released from the Disputed Claims Reserve and shall be immediately cancelled, and (ii) Cash equal to the amount of Cash that would have been released from the Disputed Claims Reserve to the Holder thereof had such Claim been Allowed in the as-filed or estimated amount, as applicable, of such Claim, or disallowed portion thereof if such Claim is disallowed in part, shall be (x) in the case of Holders of Allowed Claims that received their distribution under the Plan (or any portion thereof) in the form of Cash, distributed in Cash to such Holders on a Pro Rata basis in accordance with such Cash recoveries, and (y) in the case of Holders of Allowed Claims that received their distribution under the Plan (or any portion thereof) in the form of New Common Stock, distributed in Cash to the Reorganized Debtors.
If at any time it is determined by both the Reorganized Debtors and the Plan Administrator that it is not necessary to hold in the Disputed Claims Reserve all of the shares of New Common Stock and Cash, if any, the Plan Administrator shall release such shares of New Common Stock and Cash as is determined to no longer be necessary for the satisfaction of Disputed Claim, upon which such shares shall be immediately cancelled, and such Cash shall be (i) in the case of Holders of Allowed Claims against the applicable Debtor or Debtors relating to such Disputed Claims Reserve that received their distribution in Cash, distributed to such Holders on a Pro Rata basis in accordance with such Cash recoveries; and (ii) in the case of Holders of Allowed Claims against the applicable Debtor or Debtors relating to such Disputed Claims Reserve that received their distribution under the Plan (or any portion thereof) in the form of New Common Stock, distributed in Cash to the Reorganized Debtors.
: 7.      Plan Administrator.
(a)      Appointment.
The Plan Administrator shall serve as Plan Administrator for each of the Debtors pursuant to the terms of the PIan Administrator Agreement.
(b)      Authority.
Subject to Article IV.S of the Plan and the terms of the Plan Administrator Agreement, the Plan Administrator shall have the authority and right on behalf of each of the Debtors, without the need for Bankruptcy Court approval (unless otherwise indicated), to carry out and implement all provisions of the Plan, including, without limitation, to:
(i)      except to the extent Claims have been previously Allowed, control and effectuate the Claims reconciliation process, including to object to, seek to subordinate, compromise or settle any and all Claims against the Debtors subject to Bankruptcy Court approval; provided, however, that where the Debtors have authorization to compromise or settle any Claims against the Debtors under a Final Order including the Confirmation Order, the Plan Administrator shall be authorized to compromise or settle
                                      ,such Claims after the Effective Date, in accordance with and subject to 147 18-50757-amk Doc          2530      FILED.O4I18/19 ENTERED 04ltBlt918:51:48 Page 154 of 215                      ,.1
 
such Final Order and provided further, however that the settlement of any Allowed General Unsecured Claim in excess of $10,000,000 or any Administrative Claim or Priority Tax Claim or Other Priority Claim in excess of $1,000,000, shall require notice and an order of the Bankruptcy Court; (ii)  make Distributions to holders of Allowed Claims in accordance with the Plan; (iii)  prosecute Claims and Causes of Action on behalf of the Debtors, and to elect not to pursue any Claims or Causes of Action and whether and when to compromise, settle, abandon, dismiss, or otherwise dispose of any such Claims or Causes of Action, as set forth in the Plan Administrator Agreement. A list of the Causes of Action to he retained by the Debtors and turned over the Plan Administrator shall be set forth in the Plan Supplement. Recoveries on such Causes of Action shall be (i) in the case of Holders of Allowed Claims against the applicable Debtor or Debtors that own such Causes of Action that received their distribution in Cash distributed to such Holders on a Pro Rata basis in accordance with such Cash recoveries; and (ii) in the case of Holders of Allowed Claims against the applicable Debtor or Debtors that own such Causes of Action that received their distribution under the Plan (or any portion thereof) in the form of New Common Stock distributed in Cash to the Reorganized Debtors; (iv)  make payments to existing Professionals who will continue to perform in their current capacities; (v)    retain professionals to assist in performing its duties under the Plan; (vi)  incur and pay reasonable and necessary expenses in connection with the performance of duties under the Plan, including the reasonable fees and expenses of professionals retained by the Plan Administrator; and (vii)  perform other duties and functions that are consistent with the implementation of the Plan and this provision.
(c)      lndemnification of Plan Administrator.
Subject to the terms of the Plan Administrator Agreement, each of the Debtors shall indemniSi and hold harmless the PIan Administrator for any losses incurred in execution of its duties as the Plan Administrator, except to the extent such losses were the result of the Plan Administrator's gross negligence, willful misconduct or criminal conduct.
: 8.      Special Provision Governing Unimpaired Claims.
Except as otherwise provided in the Plan, nothing in the Plan shall affect the Debtors' rights in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims.
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H.      Effect of Confirmation.
I.      Preservation of Causes of Action.
In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII, except as otherwise provided in the Plan, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action belonging to the Debtors' Estates, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors' rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the applicable Effective Date, other than: (i) the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII, which shall be deemed released and waived by the Debtors and Reorganized Debtors as of the Effective Date; (ii) the Causes of Action released by the Debtors pursuant to the FE Settlement Agreement; and (iii) the Causes of Action specifically retained by the Debtors' Estates that are subject to the authority of the Plan Administrator.
The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No entity may rely on the absence of a specific reference in the Plan, the PIan Supplement, or the Disclosure Statement to any Cause of Action against it as an indication that the Debtors or the Reorganized Dehtors, as applicable, will not pursue any and all available Causes of Action against it. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled herein or in a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel fiudicial, equitable, or otherwise) or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation.
The Reorganized Debtors reserve and shall retain the Causes of Action that are vested with the Reorganized Debtors, but subject to Article VIII of the Plan notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter l l Cases or pursuant to the Plan. Except as otherwise provided in the Plan, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors in accordance with section 1123(bX3) of the Bankruptcy Code. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action that is vested with the Reorganized Debtors and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.
: 2.      Retention of Jurisdiction by the Bankruptcy Court.
Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out ol or related to, the Chapter I I Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code to the extent provided under applicable law, including jurisdiction to:
: l.      allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or unsecured status, priority, amount, or allowance of Claims or lnterests; 149 18-50757-amk i, Doc      2530      FILED  04/18/19 ENTERED 04lLBlLg L8:51:48 Phle S6 of 215
: 2.      decide and resolve all matters related to the granting and denying, in whole or in part, of any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or the Plan;
: 3. resolve any matters related to: (i) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (ii) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (iii) the Reorganized Debtors' amending, modiffing, or supplementing, after the Effective Date, pursuant to Article V of the Plan, any list of Rejected Executory Contracts or Unexpired Leases, or otherwise; and (iv) any dispute regarding whether a contract or lease is or was executory or expired;
: 4. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications invblving a Debtor that may be pending on the Effective Date;
: 5.      adjudicate, decide,  or resolve any and all      matters related to section 1l4l of    the Bankruptcy Code;
: 6.      adjudicate, decide, or resolve any and all matters pursuant to the terms of the Amended Shared Services Agreement and FE Settlement Agreement;
: 7. enter and implement such order as may be necessary to execute, implement, or consummate the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement, including injunctions or other actions as may be necessary to restrain interference by an Entity with Consummation or enforcement of the Plan;
: 8. enter and enforce any order for the sale of property pursuant to sections 363, 1123, or I146(a) of the Bankruptcy Code;
: 9.      adjudicate, decide,  or  resolve any and      all matters related  to the Restructuring Transactions;
: 10.      grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(dX4) of the Bankruptcy Code, to the extent such deadline has not passed;
: 11. resolve any cases, controversies, suits, disputes, Causes of Action' or any other matters that may arise in connection with the Consummation, interpretation, or enforcement of the Plan, the DiscJosure Statement, the Confirmation Order, or the Restructuring Transactions, or any Entity's obligations incurred in connection with the foregoing, including disputes arising under agreements, documents, or instruments executed in connection with the Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions;
: 12.      resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunctions, and other provisions contained in Article VIII of the Plan and enter such orders as may be necessary to implement such releases, injunctions, and other provisions;
: 13.      resolve any and  all disputes arising from or relating to distributions under the PIan, including any cases, controversies, suits, disputes, or Causes of Action relating to the distribution or the 150 50757-amk        Doc  2530    FILED    04/18/19 ENTERED 04/14/19.[8:5].:48 Paqe 157 of 215
 
repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim or amounts not timely repaid pursuant to Article VI of the Plan;
: 14.      enter and implement such orders as are necessary    if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;
: 15.      enter an order or decree concluding or closing the Chapter I 1 Cases;
: 16.      consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;
: 17.      hear and determine matters conceming state, local, and federal taxes in accordance with sections 346, 505, and I146 of the Bankruptcy Code, including any request made under section 505 of the Bankruptcy Code for the expedited determination of any unpaid liability for a Debtor for any ta:r incurred during the administration of the Chapter 11 Cases, including any tax liability arising from or relating to the Restructuring Transactions, for tax periods ending after the Petition Date and through the closing of the Chapter 11 Cases;
: 18.      hear and determine matters concerning exemptions from state and federal registration requirements in accordance with section I145 of the Bankruptcy Code;
: 19.      except as otherwise limited herein, recover all assets of the Debtors and property of the Estates, wherever located;
: 20.      issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan;
: 21.      enforce all orders previously entered by the Bankruptcy Court; and
: 22.      hear any other matter not inconsistent with the Bankruptcy Code.
I.      Settlement, Release, Injunction, and Related Provisions.
: 1.      Ilischarge of Claims and Termination of Interests.
Pursuant to section ll41(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the dishibutions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date and any Administrative Claims whether known or unknown, against, liabilities of Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Date, and all debts of the kind specified in sections 502(9), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (i) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (iii) the Holder of such a Claim or Interest that existed immediately before or on account of the Filing of the Chapter 1l Cases shall be 151
,, '18-50757-amk Doc 2530 FILED 04/18/19 ENTERED 04/18/19 n8:51:48 Page 158 of 215
 
deemed cured (and no longer continuing) as of the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring.
7      Release of Liens.
Except as otherwise specifically provided in the Plan and except for (i) any FG Secured PCN Claims against FG that are Reinstated in accordance with Article III of the PIan, (ii) any NG Secured PCN Claims against NG that are Reinstated in accordance with Article III of the Plan, and (iii) any Other Secured Claims against any Debtor that are Reinstated in accordance with Articte III of the Plan, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall be fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors and assigns, in each case, without any furthsr approval or other of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors.
To the extent that any Holder of a Secured Claim that has been satisfied or discharged in full pursuant to the Plan (or any agent for such Holder) has filed or recorded publicly any Liens and/or security interests to secure such llolder's Secured Claim, as soon as reasonahly practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps reasonably requested by the Ilebtors or the Reorganized Debtors that are reasonably necessary or desirable to record or effectuate the cancellation and/or extinguishment of such Liens and/or security interests, including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any such filings or recordings on such Holder's behalf.
: 3.      Releases by the Debtors.
Pursuant to section 1f23G) of the Bankruptcy Code, on and as of the Effective Date, in exchange    for good and valuable consideration, including the obligations of the Ilebtors under the Plan and the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each Released Party is deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged hy each and all of the Debtors, the Reorganized Debtors, and their Estates in each case on behalf of themselves and their respective suecessors, assigns, and representatives, and any and all other entities who may purport to assert any Claims or Causes of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all claims or Causes of Action, including any derivative claims asserted or assertable on behalf of any of the Debtors, that the Ilehtors, the Reorganized Debtors, or their Estates or Afliliates (including any FE Non-Ilebtor Parties), as applicahle, would have been legally entitled to assert in any of their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest inn a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the llebtors' businesses, the Debtors' property, the llebtors' capital structure, the assertion or enforcement of rights and remedies against the Dehtors, the Ilebtors' in- or out-of-court restructuring discussions, intercompany transactions between or among the Debtors and/or their Affiliates (including any FE Non-Debtor Parties), the purchase, sale, or rescission of the purchase or sale of any Security of the Ilebtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise too any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Ilebtor and any Released Parfy, the PCNs, the F'ES Notes, any interest in the Mansfield Facility flocuments, theChapter 11 Cases and related adversary proceedings, the formulation, preparation, t52 18-50757-amk Doc 2530 FILED 04/18/19 ENTERED 0417811918:51:rt8 Page 159 of 215
 
dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distrihution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any obligations of any Entity arising after the Effective Date under the Plan, the Confirmation Order, any Restructuring Transaction, any obligation under any Assumed Executory Contract or Unexpired Lease where an FE Non-Debtor Party is a counterparty, the FE Postpetition Agreements, the FE Settlement Agreement and any related obligations under the Plan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and the FE Settlement Agreement.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval, under section  ll23 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in this Plan.
: 4.      Third Party Releases of the FE Non-Ilebtor Parties by the Consenting Creditors and the Committee.
On and as of the Effective Date, pursuant to the terms of the FE Settlement Agreement, in exchange    for good and yaluable consideration, including the contributions of the FE Non-Debtor Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Date, each FE Non-Debtor Released Party is deemed to have been conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the: (i) the Consenting Creditors and (ii) the Committee, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any claims or Causes of Action, directly or deriyatively, by, through, for, or because of the foregoing Entities, from any and all claims or Causes of Action, including any derivative claims asserted or assertable by, or on behalf of any of the (i) Consenting Creditors or (ii) the Committee, or their Affiliates, as applicable, that such Entities would have been legally entitled to assert in any of their own right (whether individually or collectively) or on behalf of the lfolder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Dehtors, the Ilebtors' businesses, the Debtors' property, the Debtors' capital structure, the assertion or enforcement of rights and remedies against the I)ebtorsn the Ilebtors' in- or out-of-court restructuring discussions, intercompany transactions between or among the Debtors and/or their Affiliates (including any FE Non-Ilebtor Parties), the purchase, sale, or recession of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any llebtor and any Released Party, the PCNs, the FES Notes, any interest in the Mansfield Facility Documents, the Chapter 11 Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Ilisclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created 153 18-50757-amk Doc        2530    FILED  04/18/19 ENTERED M/1&19 18:51:48 Page 160 of 215
 
or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the PIan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Ilate. Notwithstanding anything to the contrary in the foregoing, the release set forth above do not release any ohligations of any Entity arising after the Effective Date under the PIan, the Confirmation Order, any Restructuring Transaction, the FE Settlement Agreement and any related obligations under the Plan or any document, instrument or agreement (including those set forth in the PIan Supplement) executed to implement the Plan.
            \        Releases of the Dehtor Released Parties, FE Non-Dehtor Released Parties, and Other Released Parties by Third Parties and Holders of Claims or Interests.
On and as of the Effective Date, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Ilebtor Released Parties, FE Non-Debtor Released Parties, and Other Released Parties to facilitate and implement the Plan, each Holder of a Claim or Interest that (i) votes to accept the Plan or (ii) is deemed to have accepted the Plan, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged each Debtor Released Party, FE Non-Debtor Released Party, and Other Released Party    from any and all claims and Causes of Action, including any derivative claims asserted  or assertable by or on behalf of any of the Debtors, the Reorganized I)ebtors, or their Estates  or Affiliates (including any X'E Non-Debtor Parties), as applicable, that such Entity would have been legally entitled to assert its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Ilebtor or other Entity, based on or relating to, or in any manner arising from in whole or in part, the Debtors, the Debtors' businesses, the Debtors' property, the Debtors' capital structure, the assertion or enforcement of rights and remedies against the Debtors, the Debtors' in- or out-of-court restructuring discussions, intercompany transactions between or among the Ilebtors and/or their Affiliates (including any FE Non-Debtor Parties), the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Dehtors, the suhject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the PIan, the business or contractual arrangements between any Dehtor and Released Party, the PCNs, the FES Notes, any interest in the Mansfield Facility Documents, the Chapter 11 Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiationo filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Ilisclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any obligations of any Entity arising after the Effective Ilate under the Plan, the Confirmation Order, any Restructuring Transaction, the FE Settlement Agreement and any related obligations under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and the FE Settlement Agreement, (ii) any Consenting Owner Participant from its obligations to the Consenting Owner Trubtee,, in its individual capacity (and its successors, permitted assigns, directors, officerso 154 18-50757-amk Doc2530 FILED04/18/Lg ENTEREDO4ltgl7918:51:48.'Page161 of215
 
employees, agents, and servants), under the Mansfield Trust Agreements or (iii) the Consenting Owner Trustee from its ohligations under the Mansfield Trust Agreements with respect to periods after the date of the Confirmation Order.
For the avoidance of doubt, on and as of the Effective llate, each Holders of a Claim or Interest that (i) votes to accept the Plan or (ii) is deemed to have accepted the PIan shall be deemed to provide a full and complete discharge and release to the Ilehtor Released Parties, the FE Non-Debtor Released Parties, and the Other Released Parties and their respective property from any and all Causes of Action whatsoever, whether known or unknown, asserted or unasserted, derivative or direct, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, whether for or sounding in tort, fraud, contract, violations of federal or state securities laws, veil piercing, substantive consolidation or alter-ego theories of liability, contribution, indemnification, joint or several liability, or otherwise arising from or related in any way to (i) the Ilebtors, the Reorganized Debtors, their businesses, their property, or any interest in the Mansfield Facility Documents; (ii) any Cause of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions or other matters arishg in the conduct of the Debtors' businessesl fiii) the Chapter 11 Cases; (iv) the formulation, preparation, negotiation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Plan Supplement, any contract, employee pension or benefit plan instrument, release, or other agreement or document related to any Ilebtor, the Chapter 1l Cases or the PIan, modified, amended, terminated, or entered into in connection with either the PIan, or any agreement between the Debtors and any FE Non-Debtor Released Party, including the FE Settlement Agreement; or (v) any other act taken or omitted to be taken in connection with the Chapter 11 Cases, including, without limitation, acts or omissions occurring after the Effective Date in connection with distrihutions made consistent with the terms of the Plan.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Consensual Third Party Release, which includes by reference each of the related provisions and definitions contained in the Plan.
: 6.      Exculpation.
Notwithstanding anything herein to the contraryo and upon entry of the Confirmation Order, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from, any liabitity to any Holder of a Cause of Action, Claim, or Interest or to any other Entity for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreementn the FE Settlement Agreement, the Mansfield Settlement, the Mansfield Owner Parties' Settlement, the Ilisclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Mansfield Settlement, the Mansfield Owner Parties' Settlement, the Disclosure Statement, the Plan, the filing of the Chapter 1l Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan or the distribution of property under the Plan or any other agreement (whether"or not such issuance or distribution occurs following the Effective Date), negotiations 155 18-50757-ahk Doc 2530 FILED 04/18/19 ENTERED 04.17811918:51:48 Pagd 1@ of 215
 
regarding or concerning any of the foregoing, or the administration of the Plan or property to be distributed hereunder, except for Causes of Action related to any act or omission that is determined by Final Order to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon Consummation shall be deemed to have, participated in good faith and in compliance with applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distrihutions shall not be, Iiable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the PIan.
: 7.      Injunction.
In addition to any injunction provided in the FE Settlement Order, except as otherwise expressly provided in the Plan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that have held, hold, or may hold Claims or Interests that have been released pursuant to Article VIII.C-E of the PIan, shall be discharged pursuant to Article VIII.A of the PIan, or are subject to exculpation pursuant to Article VIII.F of the Plan, are permanently enjoined, from and after the Effective Ilate, from taking any of the following actions against, as applicable, the Debtors, the Reorganized Debtors or the Released Parties: (i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or respect to any such claim or interests; (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such claims or interest; (iii) creating, perfectingr or enforcing any lien or encumbrance of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such claims or interests; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the property of such Entities on account of or in connection with or with respect to any such claims or interests unless such Entity has timety asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserue any right of setoff pursuant to applicable law or otherwise; and (v) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests released or settled pursuant to the Plan.
: 8.      PBGC.
Notwithstanding anything to the contrary, neither the FirstEnerry Corp. Master Pension Plan nor the Pension Benefit Guaranty Corporation released any FE Non-Dehtor Released Party from any Claim or Cause of Action respecting the FirstEnergy Corp. Master Pension Plan.
: 9.      Environmental Liabilities Nothing in the Plan or the Confirmation Order shall release, discharge, or preclude the enforcement of (or preclude, release, defeat, or limit any defense under non-bankruptcy law of): (i) any liability to a Governmental Unit that is not a Claim; (ii) any Claim of a Governmental Unit arising on or after the Effective Date; (iii) any liability under Environmental Law to a Governmental Unit on the part of any Entity to the extent of such Entity's liability under non-bankruptcy law on account of its status as owner or operator of such property after the Effective Date; or (iv) any Governmental Unit's rights and defenses of setoff and recoupment, or ability to assert setoff or recoupment against the Debtors or the 156 18-50757ihmk:-      Doc2530 FILED04/18/19 ENTEREDO lLBltg18:51:48 PagdL63of215
 
Reorganized Debtors and such rights and defenses are expressly preserved. All parties' rights and defenses under Environmental Law with respect to (i) through (iv) above are fully preserved. Nor shall anything in the Plan Documents or Confirmation Order enjoin or otherwise bar a Governmental Unit from asserting or enforcing, outside of the Bankruptcy Court, any liability described in the preceding sentence.
Nothing in the Plan or Confirmation Order shall authorized the transfer or assignment of any governmental    (i) license,  (ii)  permit, (iii) registration, (iv) authorization, or (v) approval, or the discontinuation of any obligation thereunder, without compliance with all applicable legal requirements under police or regulatory law. Nothing in the Plan or Confirmation Order divests any tribunal of any jurisdiction it may have under police or regulatory law to interpret the Plan or Confirmation Order or to adjudicate any defense asserted under the Plan or Confirmation Order. Notwithstanding the foregoing, nothing in this Plan or the Confirmation Order terminates or limits the effect of the Preliminary Injunction Against the Federal Regulatory Cammissfon, Case No. 18-50757, Adv. Pro. No. 18-5021 (Bankr. N.D. Ohio, May 1 7, 2A78) [Docket No. 1 l4], For the sake of clariff, any matter not released or discharged pursuant to the foregoing can be enforced by either (a) applicable Governmental Units, or (b) any persons or entities authorized to bring actions under enabling statutes.
: 10. ProtectionsAgainstDiscriminatoryTreatment, Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S.
Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Debtors or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a Debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 1 1 Cases.
: 11. Recoupment.
In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Proof of Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.
: 12. I)ocument Retention.
On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their standard document retention policy, as may be altered, amended, modifred, or supplemented by the Reorganized Debtors. The Reorganized Debtors will not alter their document retention policy in any manner contrary to applicable state or federal law.
VII,    Confirmation of the PIan A.      The Confirmation Hearing.
The Bankruptcy Court has scheduled a hearing to consider Confirmation of the Plan for July 15, 2019. At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan should be confirmed in light of both the affirmative requirements of the Bankruptcy Code and any objections that are timely  filed.                r
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B.      Requirements for Confirmation.
: 1.      Requirements of Section f D9(a) of the Bankruptcy Code.
Among the requirements for Confirmation are the following: (i) the Plan is accepted by all impaired Classes of Claims and Interests or, if the Plan is rejected by an impaired Class, that it "does not discriminate unfairly" and is o'fair and equitable" as to such Class; (ii) the Plan is feasible; and (iii) the Plan is in the "best interests" of Holders of Claims and Holders of Interests that are Impaired under its provisions.
At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfies the requirements of Section 1129 of the Bankruptcy Code. The Debtors believe that the Plan satisfies or will satisff all of the necessary requirements of chapter 11 of the Bankruptcy Code. Specifically, in addition to other applicable requirements, the Debtors believe that the Plan satisfies or will satis$i the applicable Confirmation requirements of section 1129 of the Bankruptcy Code as set forth below:
a  The Plan complies with the applicable provisions of the Bankruptcy Code.
o  The Debtors, as the Plan proponents, have complied with the applicable provisions of the Bankruptcy Code.
a  The Plan has been proposed in good faith and not by any means forbidden by law.
o  Any payment made or promised under the Plan for services or for costs and expenses in, or in connection with, the Chapter l1 Cases, or in connection with the Plan and incident to the Chapter I I Cases, will be disclosed to the Bankruptcy Court, and any such payment: (i) made before Confirmation will be reasonable or (ii) will be subject to the approval of the Bankruptcy Court as reasonable, if it is to be fixed after Confirmation.
a  Either each Holder of an Impaired Claim or Interest will accept the Plan, or each non-accepting Holder will receive or retain under the Plan on account of such Claim or Interest, property of a value, as of the Effective Date, that is not less than the amount that the Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code.
a  Except to the extent that the Holder of a particular Claim agrees to a different treatment of its Claim, the Plan provides that Allowed Administrative Claims, Professional Fee Claims, and Other Priority Claims will be paid in full on the Effective Date, or as soon thereafter as is reasonably practicable.
a  At  least one Class of Impaired Claims will have accepted the Plan, determined without including any acceptance of the Plan by any insider holding a Claim in that Class.
o  Confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Debtors or any successors thereto under the Plan.
o  All fees of the type described in 28 U.S.C. $ 1930, including    the fees of the U.S. Trustee, will be paid as of the Effective Date.
The Debtors believe that the Plan will be able to satisfy each of the 1129(a) confirmation requirements.                  ;
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OVEC and MD Solar do not believe that the Plan is confirmable because, among other things, the Plan  provides  that none of the PPA Appeal Proceeding Contracts shall be deemed to be Assumed Executory Contracts, without accounting for the possibility of an adverse ruling in the PPA Appeal Proceeding, which could result in the Debtors being forced to cure all missed payments under the relevant PPA Appeal Proceeding Contracts and continue performing under such contracts. The Debtors dispute OVEC's and MD Solar's position, and believe that the Plan is confirmable because, among other things, (i) the Bankruptcy Court has entered orders authorizing the rejection of the PPA Appeal Proceeding Contracts, which orders have not been stayed pending appeal, (ii) an adverse ruling in the PPA Appeal Proceeding does not necessarily require that the PPA Appeal Proceeding Contracts be assumed by the Debtors, and (iii) the Plan already contemplates and provides for the occurrence of administrative expense claims arising from the PPA Appeal Proceeding Contracts, if any.
: 2.      Best Interests of Creditors/Liquidation Analysis.
Pursuant to section 1129(a)(7) of the Bankruptcy Code, often called the "best interests test,"
holders of allowed claims must either (i) accept the plan of reorganization, or (ii) receive or retain under the plan property of avalue, as of the plan's assumed effective date, that is not less than the value such non-acceptingholders would receive orretain if the debtors were to be liquidated under chapter 7 of the Bankruptcy Code on such date.
To demonstrate compliance with the "best interests test," the Debtors estimated a range of proceeds that would be generated from a hypothetical chapter      7 liquidation in their liquidation for the Debtors (collectively, the "Liquidation Analysis"), which is attached to this Disclosure Statement as Exhibit F and incorporated into this Disclosure Statement by reference.
In the Liquidation Analysis for the Debtors, the Debtors determine a hypothetical liquidation value of the Debtors' businesses if a chapter 7 trustee were appointed and charged with reducing to cash any and all of such Debtors' assets. The Debtors compare this hypothetical liquidation value to the projected value and returns provided for under the PIan.
As will be reflected in more detail in the Liquidation Analysis, the Debtors believe that the value of any distributions if the Chapter 1l Cases were converted to cases under chapter 7 of the Bankruptcy Code would not he greater than the value of distributions under the PIan. Readers should carefully review the information in Exhibit F in its entirety.
: 3.      FeasibilitylFinancial Projections.
Section 1129(a)(11) of the Bankruptcy Code requires that confirmation of a plan of reorganization  is not likely to be followed by the liquidation or the need for further financial reorganization of the debtor, or any successor to the debtor (unless such liquidation or reorganization is proposed in the plan of reorganization).
Attached  to this Disclosure  Statement as Exhibit  D  and incorporated into this Disclosure Statement by reference, are the projections presented for the Reorganized Debtors for the time period from 2019-2023 on a consolidated basis (the "Financial Projections"). The Financial Projections may not be in accordance with Generally Accepted Accounting Practices. The Financial Projections illustratively assume a new credit facility is established at some future date after the assumed Effective Date for the purpose of funding incremental PJM retail collateral obligations.
To determine whether the Plan meets the feasibility requirement, the Debtors have analyzed their ability to meet their respective obligations under the Plan. Based upon the Financial Projections, the 159 18-50757-amk Doc 2530 PILED 04/18/19 ENTERED 04lLBlLg 18:51:48 Page 166 of 215
 
Debtors believe that the Reorganized Debtors        will be able to satisfy their  obligations following the Chapter 1l Cases, and that the Plan will meet the feasihility requirements of the Bankruptcy Code.
: 4.        Acceptance by Impaired Classes.
The Bankruptcy Code requires that, except as described in the following section, each impaired class  of claims or interests must accept a plan in order for it to be confirmed. A class that is not "impaired" under a plan is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to the class is not required. A class is "impaired" unless the plan: (i) leaves unaltered the legal, equitable, and contractual rights to which the claim or the interest entitles the holder of the claim or interest; or (ii) cures any default, reinstates the original terms of such obligation, compensates the holder for certain damages or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights to which such claim or interest entitles the holder of such claim or interest.
Section 1126(c) of the Bankruptcy Code defines acceptance of a plan by a class of impaired claims as acceptance by holders of at least two-thirds in dollar amount and more than one-half in number of non-insider allowed claims in that class, counting only those claims that actually voted to accept or reject the plan. Thus, a class of claims will have voted to accept the plan only if two-thirds in amount and a majority in number actually voting cast their ballots in favor of acceptance. For a class of impaired interests to accept a plan, section t 126(d) of the Bankruptcy Code requires acceptance by interest holders that hold at least two-thirds in amount of the allowed interests of such class, counting only those interests that actually voted to accept or reject the plan. Thus, a class of interests will have voted to accept the plan only if two-thirds in amount actually voting cast their ballots in favor of acceptance.
: 5.        Confirmation Without Acceptance by All Impaired Classes.
Section 1 129(b) of the Bankruptcy Code allows a bankruptcy court to confirm a plan even if all impaired classes have not accepted the plan, provided that the plan has been accepted by at least one impaired class of claims. Pursuatrt to section I129(b) of the Bankruptcy Code, notwithstanding an impaired class rejection or deemed rejection of the plan, the plan will be confirmed, at the plan proponent's request, in a procedure commonly known as "cramdown," so long as the plan does not "discriminate unfairly" and is "fair and equitable" with respect to each class of claims or interests that is impaired under, and has not accepted, the plan.
(a)    No Unfair Discrimination.
This test applies to classes of claims or interests that are of equal priority and are receiving different treatment under a proposed plan. The test does not require that the treatment be the same or equivalent, but that the treatment be "fair." In general, bankruptcy courts consider whether a plan discriminates unfairly in its treatment of classes of claims of equal rank (e.g., classes of the same legal character). Bankruptcy courts will take into account a number of factors in determining whether a plan discriminates unfairly. Under certain circumstances, a proposed plan could treat two classes of unsecured creditors differently without unfairly discriminating against either class.
With respect to the unfair discrimination requirement, all Classes under the Plan are provided treatment that is substantially equivalent to the treatment that is provided to other Claims that have equal rank, taking into account the terms of the Plan Settlement. Accordingly, the Debtors believe that the PIan meets the standards for demonstrating that there is no unfair discrimination of rejecting classes, and the Debtors will be prepared to meet their burden of establishing that there is no unfair discrimination as part of the Confirmation of the PIan.
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(b)    F'air and Equitable Test.
This test applies to classes of different priority and status (e.g., secured versus unsecured) and includes the general requirement that no class of claims receive more than 100% of the amount of the allowed claims in such class.
The Debtors believe that the Plan satisfies the fair and equitable requirement notwithstanding the fact that certain Classes are deemed to reject the Plan or may vote to reject the Plan. There is no Class receiving more than 100 percent recovery and no junior class recovering a distribution until all senior classes have received a 100 percent recovery or otherwise agreed to a different treatment under the Plan.
With respect to Classes that are entitled to vote and vote to reject the Plan, the fair and equitable test sets different standards depending upon the type of Claims or Interests in such Class.
(i)      Secured Claims.
The condition that a plan be "fair and equitable" to a non-accepting class of secured claims includes the requirements that: (i) the holders of such secured claims retain the liens securing such claims to the extent of the allowed amount of the claims, whether the property subject to the liens is retained by the debtor or transferred to another entity under the plan; and (ii) each holder of a secured claim in the class receives deferred cash payments totaling at least the allowed amount of such claims with a value, as of the effective date, at least equivalent to the value of the secured claimant's interests in the debtor's property subject to the claimant's liens.
(ii)    Unsecured Claims.
The condition that a plan be "fair and equitable" to a non-accepting class of unsecured claims includes the requirement that either: (i) the plan provides that each holder of a claim of such class receive or retain on account of such claim property of a value, as of the Effective Date, equal to the allowed amount of such claim; or (ii) the holder of any claim or any interest that is junior to the claims of such class will not receive or retain any property under the plan on account of such junior claim or junior interest, subject to certain exceptions.
(iii)    lnterests.
The condition that a plan be "fair and equitable" to a non-accepting class of interests, includes the requirements that either: (i) the plan provides that each holder of an interest in that class receives or retains under the plan on account of that interest property of a value, as of the Effective Date, equal to the greatest of: (a) the allowed amount of any fixed liquidation preference to which such holder is entitled, (b) any fixed redemption price to which such holder is entitled; or (c) the value of such interest; or (ii) if the class does not receive the amount as required under (i) hereof, no class of interests junior to the non-accepting class may receive a distribution under the plan.
: 6.      Valuation of the Ilebtors.
The Debtors have been advised by Lazard, their investment banker, with respect to the reorganization value of the Reorganized Debtors for purposes of formulation of the Plan and satisfaction of the Confirmation requirements of the Bankruptcy Code.
The valuation analysis set forth on Exhibit E to this Disclosure Statement is an estimate of distributable value associated with the Reorganized,Debtors and does not purport to be an estimate of the market value of the equity of the Reorganized Debtors. This valuation is presented solely for the purpose l6l 18-50757-amk Doc          2530      FlLED 04/18/19 --]ENEERED          04ltgl7918:51:48 Page 168 of 215
 
of providing "adequate information" under section 1125 of the Bankruptcy Code to enable the Holders of Claims entitled to vote to accept or reject the Plan make an informed judgment about the Plan and should not be used or relied upon for any other pu{pose, including the purchase or sale of Claims against the Debtors or any of their affiliates.
The valuation of the Reorganized Debtors should be considered in conjunction with the Risk Factors described in Section VIII, entitled "Bigk Factors,," which begins on page 153, and the Financial Projections for the Reorganized Debtors, which are attached to this Disclosure Statement as Exhibit D.
The valuation analysis is based on data and information as of that date. Readers should carefully review the information in Exhibit E in its entirety.
C.      Conditions Precedent to Confirmation of a Plan.
It shall be a condition to Confirmation of the Plan that the following shall have been satisfied or waived pursuant to the provisions of Article IX.C of the Plan:
: 1.        the Bankruptcy Court shall have entered the Disclosure Statement Order in a manner consistent  in all  material respects with the Restructuring Support Agreement, the Plan and the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order, and in form and substance reasonably satisfactory to the Debtors, the Requisite Supporting Parties, the FE Non-Debtor Parties (solely to the extent provided in the FE Settlement Agreement) and the Committee;
: 2. the Bankruptcy Court shall have entered the Confirmation Order in a manner consistent in all material respects with the Plan and the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order, and in form and substance reasonably satisfactory to the Debtors, the Committee, the FE Non-Debtor Parties (solely to the extent provided in the FE Settlement Agreement) and the Requisite Supporting Parties; and
: 3.      the FE Settlement Order and the FE Settlement Agreement shall remain in full force and effect.
D.      Conditions Precedent to the Effective Ilate.
It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C of the Plan:
: l.      the Confirmation Order shall have been duly entered in form and substance reasonably acceptable to the Debtors, the Committee, the FE Non-Debtor Parties (solely to the extent provided in the FE, Settlement Agreement) and the Requisite Supporting Parties and the Confirmation Order shall be a Final Order;
            )        the FE Settlement Order, subject to the Consent and Waiver Order, shall remain in full force and effect;
: 3.      the FE, Settlement Agreement, subject to the Consent and Waiver, shall have            heen consummated including (i) the issuance of the New FE Notes and (ii) the payment of the Settlement Cash;
: 4. all Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full and the Professional Fee Escrow Account shall have been established and funded in accordance with Article II.A.3(b) of the  Plan;                                                    i 162 18-50757-amk'1        hc 2530        FILED  04/18/19 ENTERED 0417817918:51:48 Pagd.r169of 215
: 5.      all Other Professional Fee Claims shall have been paid in full;
: 6.      the Disputed Claims Reserve shall have been established and funded;
: 7.      the New Common Stock shall have been issued;
: 8.      the Restructuring Support Agreement shall not have been terminated and shall remain in full force and effect;
: 9. (i) subject to paragraph2 of Section IV.B.2.a of the Plan, (a) FES shall have transferred all Assets and liabilities related to the retail business and (b) all other assets and liabilities of FES shall have been transferred to New FES, New Holdco or some combination thereof as described in Article IV.F; and (ii) New FES and, if any assets of FES are transferred to New Holdco, New Holdco shall have issued an additional guarantee for the PCNs related to the Secured FG PCN Reinstated Claims and the Secured NG PCN Claims that are being Reinstated in accordance with the Plan;
: 10. all actions, documents, certificates, and agreements nscessary to implement the Plan shall have been effected or executed and tendered for delivery to the required parties and, to the extent required, filed with the applicable Governmental Units in accordance with applicable laws, and all conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms thereof (or will be satisfied or waived substantially concurrently with the occurrence of the Effective Date); and
: 11. the Debtors shall have ohtained all authorizations, consents, regulatory approvals, including from FERC and the NRC, as applicable, rulings or documents that are necessary to consummate the Restructuring Transactions, and all such authorizations, consents and approvals shall remain in full force and effect, including without limitation, the following:
: a.      a final order or    order(s) from FERC granting any and all authorization(s)
(including Section 203 Authorization(s)) required in connection with the Restructuring Transaetions  ;
b      AE Supply and Reorganized FG shall have received a final order from FERC granting authorization under Federal Power Act Section 203 to transfer the Pleasants Power Plant to a subsidiary of Reorganized FG; c      to the extent necessary based on the form of the Restructuring Transactions, at least 90 days prior to the Effective Date, the Debtors shall provide PJM with an informational filing notiffing PJM of the transfer of any facilities currently receiving payment in accordance with a FERC-approved reactive power tariff (the same as the informational filing submitted to FERC);
: d.      the Reorganized Debtors will register with ReliabilifyFirst for the appropriate reliability functions; and e      the NRC shall have approved the license transfer or new license application (as determined by the Debtors with the reasonable consent of the Committee and the Requisite Supporting Parties) filed by Reorganized FENOC and Reorganized NG with respect to the change in ownership pursuant to the Plan.
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E.      Waiver of Conditions.
The conditions to Confirmation and the Effective Date set forth in this Article IX may be waived by agreement of all of the following parties (i) the Debtors, (ii) the Requisite Supporting Parties, (iii) the FE Non-Debtor Parties (solely as to the conditions precedent in Article IX.A.l-3 and Article IX.B.1-2 and solely as provided for in the FE Settlement Agreement) and (iv) the Committee, provided, however, that with respect to the conditions to the Effective Date set forth in Article IX.B.S and IX.B.8, such waiver shall not require the consent of any of the foregoing parties to the extent such parties have terminated their participation in the Restructuring Support Agreement and the Restructuring Support Agreement otherwise remains in effect as to the other parties; provided, further, however, with respect to the condition to the Effective Date set forth in Article IX.B.S, no party may waive such condition except with respect to the Other Professional Fee C1aims incurred on its own behalf.
F.      Effect of Failure of Conditions.
If the Effective Date does not occur with respect to a particular Debtor, then, as to such particular Debtor: (i) the Plan shall be null and void in all respects; (ii) any settlement or compromise embodied in the Plan, assumption or rejection of Executory Contracts or Unexpired Leases effective under the Plan, and any document or agreement executed pursuant to the PIan, shall be deemed null and void; and (iii) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims, Interests, or Causes of Action; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgement, offler, or undertaking of any sort by such Debtor or any other Entity.
Notwithstanding the foregoing, for the avoidance of doubt, the failure of Confirmation or Consummation to occur with respect to FE Aircraft or Norton shall not impact the effectiveness of the Settlement embodied in the FE Settlement Agreement and such settlement shall remain in full force and effect in accordance with the terms of the FE Settlement Agreement.
VIIL    Risk Factors Before taking any action with respect to the Plan, Holders of Claims who are entitled to vote to accept or reject the Plan should read and consider carefully the risk factors set forth below, as well as the other information set forth in this Disclosure Statement, the Plan, and the documents delivered together herewith, referred to, or incorporated hy reference into this Disclosure Statement. The risk factors should not be regarded as constituting the only risks with respect to the Debtors' business or the Restructuring and its implementation. Each risk factor discussed in this Disclosure Statement may apply equally to the Debtors, or the Reorganized Debtors, as applicable and as context requires. The following risk factors refer generally to the Debtors as a matter of convenience, and specific references to the Debtors, the Reorganized Debtors or any other specific references, should not be interpreted as limiting any risk factor discussed below.
A.      Risks Related to the Restructuring.
: 1.      The Dehtors Have Filed Voluntary Petitions For Relief Under the Bankruptcy Code and Are Subject to the Risks and Uncertainties Associated with Bankruptcy Cases.
The Debtors have filed voluntary petitions for relief under chapter I I of the Bankruptcy Code.
Because of the risks and uncertainties associated with the Chapter 1l Cases, the Debtors cannot predict or quantiff the ultimate effect that events occurring during the Chapter I I Cases may have on the Debtors' business, cash flows, liquidity, financial condition, and results of operations, nor can the Debtors predict the ultimate impact that events occurring during the Chapter 1l Cases may have on the Debtors' corporate or capital structure.
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The Debtors will also be subject to risks and uncertainties with respect to the actions and decisions of creditors and other third parties who have interests in the Chapter 1l Cases that may be inconsistent with the Debtors' plans. These risks and uncertainties could affect the Debtors' business and operations in various ways and may significantly increase the time the Debtors have to operate under Chapter 1 I bankruptcy protections and the costs related thereto.
            ",      The Duration of the Chapter 11 Cases is Difficult to Estimate and Could                  Be Lengthy.
If the Bankruptcy Court does not confirm the Plan, or if the Debtors cannot satisff one or more of the conditions precedent to the Effective Date, the Debtors are likely subject to more lengthy, costly and contentious Chapter ll Cases.
The uncertainty surrounding a prolonged restructuring could also have other adverse effects on the Dehtors. For example, it could also adversely affect:
a    the Debtors' liquidity; t    how the Debtors' business are viewed by regulators, investors, lenders, credit ratings agencies and other stakeholders; and a    the Debtors' enterprise value.
The Debtors will be required to seek approvals of the Bankruptcy Court and certain federal and state regulators in connection with certain actions in the Chapter 11 Cases, including with respect to the Plan, and certain parties may intervene and protest approval, absent the imposition of conditions to resolve their concerns. The approvals by governmental entities may be denied, conditioned or delayed.
: 3.      The Debtors Will Consider All Available Restructuring Alternatives if the Plan is Not Implemented, and Such Alternatives May Result in Lower Recoveries for Holders of Claims Against the Debtors.
If the Restructuring Transactions are not implemented, the Debtors will consider all other restructuring alternatives available at the time, which may include the filing of an alternative chapter l1 plan, conversion to chaptet 7, commencement of section 363 sales of the Debtors' assets, or any other transaction that would maximize the value of the Debtors' estates. Any alternative restructuring proposal may be on terms less favorable to Holders of Claims against the Debtors than the terms of the Plan as described in the Disclosure Statement.
: 4.      Operating in Chapter 11 May Restrict the Debtors' Ability to Pursue Strategic and Operationa I Initiatives.
Under chapter I I of the Bankruptcy Code, transactions outside the ordinary course of business are subject to the prior approval of the Bankruptcy Court, which may limit the Debtors' ability to respond in a timely manner to certain events or take advantage of certain opportunities or to adapt to changing market or industry conditions. Because regulatory approval from the NRC and FERC is required to consummate the Plan, the Debtors will he in bankruptcy for a period of time after the Confirmation Date, so there will be a delay in the occurrence of the Effective Date.
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: 5.      Even if the Restructuring is Successful, the Debtors      Will Continue to F'ace Risks.
The Restructuring Transactions are generally designed to reduce the amount of the Debtors' indebtedness and improve their financial and operational flexibility to generate long-term growth. Even        if the Restructuring Transactions are implemented, the Debtors will continue to face a number of risks, including certain risks that are beyond the Debtors' control, such as changes in economic conditions, changes in the Debtors' industry including power and commodity prices, and the possibility that sufficient legislative support and meaningful market reforms that would permit operation of the Debtors' generation facilities beyond previously-announced deactivation dates does not materialize. See "Risks Related to the Business Operations of the Debtors and the Reorganized Debtors" below. As a result of these risks and others, there is no guarantee that the Restructuring Transactions will achieve the Debtors' stated goals.
B.        Risks Related to Confirmation and Consummation of the PIan.
: 1.      Conditions Precedent to Confirmation May Not Occur.
As more fully set forth in Article IX of the Plan, the occurrence of Confirmation and the Effective Date are each subject to a number of conditions precedent. If the conditions precedent to Confirmation are not met or waived, the Plan will not be confirmed, and if the conditions precedent to Consummation are not met or waived, the Effective Date will not take place. In the event that the Plan is not confirmed or is not consummated, the Debtors may seek confirmation of a new plan. However, if the new plan is not confirmed, the Debtors may be forced to liquidate their assets.
: 2.      Parties in Interest May Object to the Plan's Classification of Claims and Interests.
Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class. The Debtors believe that the classification of Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code because the Debtors created Classes of Claims and Interests, each encompassing Claims or Interests, as applicable, that are substantially similar to the other Claims or Interests, as applicable, in each such Class. Nevertheless, there can be no assurance that the Bankruptcy Court will reach the same conclusion.
: 3.      The Ilebtors May Not Be Able to Satisff Voting Requirements.
Pursuant to section I126(c) of the Bankruptcy Code, section 1129(aXTXAXi) of the Bankruptcy Code will be satisfied with respect to the Voting Classes if at least twothirds in amount and more than one-half in number of the Allowed Claims in the Voting Classes that vote, vote to accept the Plan. There is no guarantee that the Debtors will receive the necessary acceptances from Holders of Claims in the Voting Classes. If the Voting Classes vote to reject the Plan, the Debtors may elect to amend the Plan, subject to the terms and conditions of the Plan, may seek confirmation of an alternative chapter ll plan.
There can be no assumption that the terms of such alternative plan would be as favorable to Holders of Allowed Claims as those proposed in the Plan.
: 4.      The Debtors May Not Be Able to Secure Confirmation.
Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation of a chapter 1 I plan, and requires, among other things, a finding by the Bankruptcy Court that: (i) such plan "does not unfairly discriminate" and is o'fair and equitable" with respect to any non-accepting classes; (ii) confirmation of such plan is not likely to be followed by a liquidation or a need for further financial reorganization unless such liquidation or reorganization is contemplated by the plan; and (iii) the value of 166 L8-50757-amk i-'Doc      2530      FILED    04/18/19 ENTERED            O6lLgl]-g  L8:51:48 Pdge 173 of 215
 
distributions to non-accepting holders of claims and interests within a particular class under such plan will not be less than the value of distributions such holders would receive if the debtor was liquidated under chapter 7 of the Bankruptcy Code.
There can be no assurance that the requisite acceptances to confirm the Plan will be received.
Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A dissenting Holder of an Allowed Claim might challenge whether the voting results satisfu the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determines the voting results are appropriate, the Bankruptcy Court still can decline to confirm the Plan if it finds that any of the statutory requirements for Confirmation have not been met, including the requirement that the terms of the Plan do not "unfairly discriminate" and are "fair and equitable" to non-accepting Classes.
Confirmation is also subject to settlement, release, injunction, and related provisions described in Article VIII of the Plan. If the Plan is not Confirmed, it is unclear what distributions, if any, Holders of Allowed Claims will receive with respect to their Allowed Claims.
The Debtors, subject to the terms and conditions of the Plan, reserve the right to modiff the terms and conditions of the Plan as necessary for Confirmation. Any such modifications could result in a less favorable treatment of any Class than the treatment currently provided in the Plan, such as a distribution of property to the Class affected by the modification of a lesser value than currently provided in the Plan.
: 5.      The Ilebtors May Pursue Nonconsensual Confirmation              if Certain  Classes Vote to Reject the PIan.
The Bankruptcy Court may confirm the Plan if at least one impaired Class of Claims or Interests has accepted the Plan (with such acceptance being determined without including the vote of any Insider in such Class), and, as to each Impaired Class that has not accepted the Plan, the Bankruptcy Court determines that the Plan "does not discriminate unfairly" and is "fair and equitable" with respect to the dissenting Impaired Classes. The Debtors believe that the Plan satisfies these requirements and the Debtors will request such nonconsensual Confirmation in accordance with section 1129(b) of the Bankruptcy Code. Nevertheless, there can be no assurance that the Bankruptcy Court will reach this conclusion. In addition, the pursuit of nonconsensual Confirmation or Consummation may result in, among other things, increased expenses relating to Professional Fee Claims.
: 6.      The Ilebtors May Be Unable to Obtain Approval of the Release, Injunction and Exculpation Provisions.
Article VIII of the Plan provides for certain releases, injunctions and exculpations. However, all of the releases, injunctions and exculpations provided in the Plan are subject to objection by parties in interest and may not be approved.
If the Debtors are unable to obtain approval of the Consensual Third Party Releases, injunctions and exculpations, they    will be in violation of the FE Settlement Agreement and the FE Non-Debtor Parties may elect to terminate the FE Settlement Agreement. In the event the FE Settlement Agreement is terminated, the Debtors      will not receive the FE Settlement Value and the Plan likely        will not be consummated.
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: 7.      The Restructuring Support Agreement May Be Terminated.
As more fully set forth in Section 9 of the Restructuring Support Agreement, the Restructuring Support Agreement may be terminated upon the occurrence of certain events including, among others, the Debtors' failure to meet specified milestones relating to the Confirmation and Consummation of the Plan, and breaches by the Debtors and/or the Consenting Creditors of their respective obligations under the Restructuring Support Agreement. In the event the Restructuring Support Agreement is terminated, the Debtors may be forced to file an alternative plan that lacks the same broad creditor support.
If the Restructuring Support Agreement is terminated, there is no guarantee that the settlements contained in the Plan Settlement will continue to remain in place in any subsequent plan. For example, the Independent Directors and Managers agreed to certain settlements on the validity and allowance of Inter-Debtor Claims in connection with the other components of the Plan Settlement, including the allocation of FE Settlement Value. These same settlements may not be transferrable to any future plan, which in turn will impact recoveries to all Creditors.
: 8.      The Plan Settlement May Not Be Durable.
The Plan Settlement is a global, integrated settlement. Each element of the Plan Settlement was provided in consideration for each of the other elements. If the Plan is not confirmed, the Plan Settlement may not be durable in any subsequent plan of reorganization or liquidation that the Debtors may file, which could have a material impact on recoveries to the Debtors' Creditors.
For example, solely in connection with and subject to Consummation of the Plan (i) FG has agreed  to (a) an Allowed super-priority Administratiie Claim against FES in a fixed amount equal to
  $120,291,389 and (b) the treatment of such Allowed super-priority Administrative Claim as set forth in Article III of the Plan and (ii) NG has agreed to (a) an Allowed super-priority Administrative Claim against FES in a fixed amount equal to $238,431,879 and (b) the treatment of such Allowed super-priority Administrative Claim as set forth in Article III of the Plan. If the Plan is not consummated, FG and NG's agreements with respect to the amount of treatment of their super-priority Administrative Claims against FES shall be null and void, and FG's and NG's allowed super-priority Administrative Claims may be significantly higher than the amounts set forth above.
: 9.      The Debtors May Not be Ahle to Timely Separate from the F'E Non-Debtor Parties.
The Debtors currently receive shared services from FESC under the Amended Shared Services Agreement. The Amended Shared Services Agreement terminates by its own terms on June 30, 2020.
While the Debtors are in the process of separating their business and operations from those of the FE, Non-Debtor Parties, including standing up their own shared services functions, it is uncertain whether the Debtors will be able to successfully separate priorto June 30,20?0. If the Debtors are unable to access shared services after June 30,2020 and have not completely separated from the FE Non-Debtor Parties, it could cost the Debtors' Estates or the Reorganized Debtors, as applicable, substantial amounts of time and resources.
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: 10. The Ilebtors May Object to the Amount or Classification of a Claim or Interest.
Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim or Interest under the Plan. The estimates set forth in this Disclosure Statement cannot be relied upon by any Holder of a Claim or Interest where such Claim or Interest is subject to an objection or dispute. Any Holder of a Claim or Interest that is subject to an objection or dispute may not receive its expected share of the estimated distributions described in this Disclosure Statement.
: 11. Necessary Governmental Approvals May Not Be Granted.
Consummation of the Restructuring Transactions depends upon the approval of FERC, approval of the NRC, approval by the United States Department of Justice under the HSR Act, and any other approvals required by a Governmental Unit. Failure by any Governmental Unit to grant a necessary approval could prevent consummation of the Restructuring Transactions and the Plan.
: 12. The Debtors May Not Be Successful in the PPA Appeal Proceeding.
In the event of an adverse ruling in the PPA Appeal Proceeding, including a ruling that the Debtors were unable to reject the PPA Appeal Proceeding Contracts or that FERC has concurrent jurisdiction with the Bankruptcy Court over the question of whether the Debtors were entitled to reject the PPA Appeal Proceeding Contracts, the Debtors could be forced to cure all missed payments under the relevant PPA Appeal Proceeding Contracts and continue performing under such Contracts, seek authorization from FERC to terminate or abrogate the PPA Appeal Proceeding Contracts, or breach such contracts resulting in substantial administrative expense claims that could substantially reduce recoveries for other Unsecured Creditors.
If the Sixth Circuit enters an adverse ruling in the PPA Appeal Proceeding before the Effective Date, certain of the Consenting Creditors may attempt to terminate the Restructuring Support Agreement and their respective support for the Plan, which contains as a condition precedent to the Effective Date that the Restructuring Support Agreement shall not have been terminated and shall remain in full force and effect. If the Sixth Circuit so holds after the Effective Date, the Consenting Creditors will not have any termination rights because the conditions precedent to the Effective Date would have occurred or been waived in accordance with the Plan, and the Restructuring Support Agreement would have terminated by its terms upon the occurrence of the Effective Date,
: 13. The Effective Date May Not Occur.
There can be no assurance as to such timing or as to whether the Effective Date will, in fact, If occur. the Plan does not receive the requisite acceptances or is not confirmed or if it does receive the requisite acceptances and is confirmed but the effective date of the reorganization contemplated therein does not occur, it may become necessary to amend the Plan to provide for alternative treatment of Claims and Interests which may result in holders of claims and interests receiving significantly less or no value for their Claims and Interests in the Chapter l1 Cases. If any modifications to the PIan are material, it may be necessary to re-solicit votes from holders of Claims and Interests adversely affected by the modifications with respect to such Plan.
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: 14. Ilistributions to Holders of Unsecured PCN Claims, FES Notes Claims and Mansfield Certificate Claims May be Reduced due to the Indenture Trustees' Right to Fees and Expenses under the Indentures.
As described in Section VI.D. of this Disclosure Statement, entitled "Cancellation of Existing Securities and Agreements," which begins on page 122, notwithstanding Confirmation or Consummation of the Plan, any indenture or agreement that governs the rights of any Holder of a Claim shall continue in effect for purposes of preserving the rights of any Indenture Trustee to payment of fees, expenses, and indemnification obligations as against any money or property distributable to the Holders under the relevant Indentures, each Indenture Trustee asserts that it has the right to apply its charging lien and deduct any of its unpaid expenses and compensation from any distributions by the Debtors to the applicable Holders before paying any principal or interest to the Holders of the Debtors' Unsecured PCN Claims, FES Notes Claims or Mansfield Certificate Claims.
: 15. The Bankruptcy Court Might Not Confirm the Plan            if the Bankruptcy Court Finds That Currently Unimpaired Classes Are in fact Impaired Under the Bankruptcy Code.
The Plan currently provides that the treatment of certain Classes renders such Claims Unimpaired and that such Classes are not entitled to vote and are conclusively deemed to accept the Plan.
Accordingly, the Debtors are not soliciting votes from the creditors of such Classes. If however, the Bankruptcy Court determines in connection with confirmation of the Plan that the proposed treatment of such Classes in fact impairs one or more of such Classes, then the Plan may not satisff all requirements for confirmation and, in that case, cannot be confirmed by the Bankruptcy Court. The Debtors disagree with such assertions and reserve all rights with respect to such assertions.
C.      Risks Related to Recoveries Under the Plan.
: 1.      The Ilebtors Cannot State With Certainty the Value of Any Recovery Available to Holders of Allowed Claims.
Certainty with respect to creditor recoveries under the Plan is impossible because of at least three factors. First, the Debtors cannot know with any certainty, at this time, the value of the Debtors. Second, the Debtors cannot know with any certainty, at this time, the number or amount of Claims in the Voting Classes that ultimately will be Allowed. Third, the Debtors cannot know with any certainty, at this time, the amount of Claims senior to the Voting Classes, junior to the Voting Classes, or unclassified Claims that ultimately will be Allowed.
            ,l The Debtors May Not Be Able To Achieve Their Projected Financial Results or Meet Their Post-Reorganization Ilebt Obligations.
The Financial Projections that are attached to this Disclosure Statement as Exhibit D represent the Debtors' management's best estimate of the Reorganized Debtors' future financial performance based on currently known facts and assumptions about the Reorganized Debtors' future operations, as well as the U.S. and world economy in general and the industry segments in which the Debtors operate in particular. There is no guarantee that the Financial Projections will be realized. The Reorganized Debtors' actual financial results may differ significantly from the Financial Projections, To the extent the Reorganized Debtors do not meet their projected financial results or achieve projected revenues and cash flows, the Reorganized Debtors may lack sufficient liquidity to continue operating as planned after the Effective Date, may be unable to service their reinstated debt obligations as they come due, and may not be able to meet their operational needs. Further, a failure of the Reorganized Debtors to meet their 170 18-50757-amk Doc2530 FlLED04/18/19 ENTEREDO lIBltgL3:51:48 Page777 ol275
 
projected financial results or achieve projected revenues and cash flows could lead to cash flow and working capital constraints, which may require the Reorganized Debtors to seek additional working capital. The Reorganized Debtors may not be able to obtain such working capital when it is required, or may only be able to obtain such capital on unreasonable or cost prohibitive terms. For example, the Reorganized Debtors may be required to take on additional debt, the interest costs of which could adversely affect the results of the operations and financial condition of the Reorganized Debtors. The Reorganized Debtors may also elect to enter into a new credit facility at an undetermined future date after the Effective Date for the purpose of funding working capital and other normal course business liquidity needs. While a new credit facility may enhance business operations, it is possible that such a facility may have an adverse impact on the financial condition of the Reorganized Debtors in the event the Reorganized Debtors lack sufficient liquidity to service any such debt obligation.
: 3.      Certain Tax Implications of the Debtors' Bankruptcy and Reorganization May Increase the Tax Liahility of the Reorganized Debtors.
Holders of Allowed Claims should carefully review Section X of this Disclosure Statement, entitled "Certain U.S. Federal Income Tax Consequences of the Plan," which begins on page 184.
: 4.      The Debtors Cannot State with Certainty the Potential Prepetition Liability to the Unions in the Event of a Breach of the Collective Bargaining Agreements.
Each  of the collective bargaining agreements between the Debtors and the Unions contains a successorship clause. The Debtors      will negotiate with the Unions before the Effective Date regarding modifications to such collective bargaining agreements necessary for the Debtors' post-Effective Date operations and, if agreement is reached on such modifications, assume the modified collective bargaining agreements as of the Effective Date, or, if the negotiations are unsuccessful, the Dehtors reserve their right prior to the Effective Date to seek relief from the Bankruptcy Court under sections 1l13 and 1114, to the extent applicable, of the Bankruptcy Code. The Unions contend that the Debtors' failure to require that the Reorganized Debtors assume the collective bargaining agreements in their entirety (except for Non-Replicable Benefits) constitutes a breach of the collective bargaining agreements giving rise to a substantial and material prepetition administrative claim for the wages and benefits through the end of the collective bargaining agreements, some of which continue luntil 2022. The precise amount of this claim cannot be calculated at this time. The Debtors disagree with the Unions' assertions (i) as to what the successorship clauses require, (ii) that the facts or applicable law support a breach of contract claim, (iii) that the Unions would be entitled to damages, including damage claims against the Debtors as a result of an order of the Bankruptcy Court granting relief under sections I 1 13 and I 114, and/or (iv) that any such damages described by the Unions would be entitled to administrative priority.
D.      Risks Related to the New Common Stock.
I      The Estimated Value of the New Common Stock in Connection with the Plan May Differ from the Actual Value of the New Common Stock.
The estimated value of the New Common Stock for purposes of estimating recovery percentages under the Plan is based on the valuation analysis, attached hereto as Exhibit E, which represents a valuation of the Debtors and assumes that, among other things, such Debtors continue as an operating business. The valuation analysis does not purport to constitute an appraisal of the Debtors or necessarily reflect the actual market value that might be realized through a sale or liquidation of the Debtors or their assets, which may be materially different than the estimate set forth in the valuation analysis.
Accordingly, the estimated value of the New Common Stock does not necessarily reflect the actual market value of the New Common Stock that might be realized after the consummation of the Plan, which t7t 50757-amk        Doc  2530      FILED  04/18/Lg ENTERED 04l1gll9,LBi57i48 Page 178 of 215
 
may be materially lower than the estimated valuation of the New Common Stock as set forth in this Disclosure Statement and the exhibits hereto. Accordingly, such estimated value is not necessarily indicative of the prices at which the New Common Stock may trade, if at all, after giving effect to the transactions set forth in the Plan.
: 2.      An Active Trading Market May Not Develop for the New Common Stock.
The New Common Stock is a new issue of securities and, accordingly, there is currently no established trading market for the New Common Stock. The Debtors do not currently intend to apply to list the New Common Stock on any national securities exchange (including OTC) and, as such, there can be no assurance that an active trading market for the New Common Stock will develop. If there is no active trading market in the New Common Stock, the market price and liquidity of the New Common Stock may be adversely affected. If a trading market does not develop or is not maintained, holders of New Common Stock may experience difficulty in reselling such securities at an acceptable price or may be unable to sell them at all. Even if a trading market were to exist, such market could have limited liquidity and the New Common Stock could trade at prices lower than the value attributed to such securities in connection with their distribution under the Plan, depending upon many factors, including, without limitation, markets for similar securities, industry conditions, financial performance, prevailing interest rates, conditions in financial markets, or prospects and investor expectations thereof. As a result, there may be limited liquidity in any trading market that does develop for the New Common Stock.
Pursuant to the provisions of the governance term sheet agreed to in connection with the Restructuring Support Agreement, the New Organizational Documents and/or the Reorganized Debtor Stockholders' Agreement to be entered into on the Effective Date, will contain provisions (such as tag-along rights, drag-along rights, and voting agreements, among others), which may adversely affect the liquidity in the trading market for the New Common Stock. Furthermore, drag-along rights could permit the Reorganized Debtors or a supermajority of holders of New Common Stock to force other holders of New Common Stock to liquidate their positions at a specified price in connection with certain sale transactions. The price applicable upon the exercise of drag-along rights may be different from the price at which holders of New Common Stock would be willing to sell their shares on a consensual basis.
J        The Trading Prices for the New Common Stock May Be Ilepressed Following the Effective Date.
Following the Effective Date, recipients of the New Common Stock under the Plan may seek to dispose of such securities to obtain liquidity, which could cause the initial trading prices for these securities to be depressed, particularly in light of the lack of established trading markets for these securities. Further, the possibility that recipients of New Common Stock may determine to sell all or a large portion of their shares in a short period of time may adversely affect the market price of the New Common Stock.
: 4.      A Small Number of Holders of New Common Stock May Control the                Reorganized Ilebtors.
Consummation      of the Plan may result in a small number of holders owning a          significant percentage of the outstanding New Common Stock in the Reorganized Dehtors. These holders ffioy, among other things, exercise a controlling influence over the business and affairs of the Debtors and have the power to elect directors or managers and approve significant mergers and other material corporate transactions.
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{      Any Issuance of New Common Stock under a Management Incentive Plan will Ililute the New Common Stock.
On or after the Effective Date, the Reorganized Debtors may adopt and implement a Management Incentive Plan (including through the issuance of New Common Stock) for certain of the Reorganized Debtors' directors, officers, and employses. If the Reorganized Debtors distribute such equity-based awards to management pursuant to a Management Incentive Plan, it is contemplated that such distributions will dilute the New Common Stock issued on account of Claims under the Plan and the ownership percentage represented by the New Common Stock distributed under the Plan.
: 6.      The New Common Stock is an Equrty lnterest and Therefore Subordinated to the Indebtedness of the Reorganized Debtors.
In any liquidation, dissolution, or winding up of the Reorganize Debtors, the New Common Stock would rank junior to all debt claims against the Reorganized Debtors. As a result, holders of New Common Stock will not be entitled to receive any payment or other distribution of assets upon the liquidation, dissolution, or winding up of the Reorganized Debtors until after all of their obligations to their debt holders have been satisfied.
7        Certain Holders of New Common Stock May be Restricted in Their Ability to Transfer or Sell Their Securities.
To the extent that the New Common Stock is issued under the Plan pursuant to section 1145(a) of the Bankruptcy Code (and not in connection with any third-party sale transactions), it may be resold by the holders thereof without registration unless the holder is an "underwriter" with respect to such securities. Resale by Persons who receive New Common Stock pursuant to the Plan that are deemed to be "underwriters" as defined in section 1145(b) of the Bankruptcy Code would not be exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable [aw.
Such Persons would only be permitted to sell such securities without registration if they are able to comply with the provisions of Rule 144 under the Securities Act or another applicable exemption.
: 8.      The Payment of Dividends,    If Any, With Respect to the New Common Stock Will      Be at the Iliscretion of the Boards of Directors or Managers of the            Reorganized Debtors.
Any future determination by the Reorganized Debtors to pay dividends with respect to any of the New Common Stock will be at the discretion of the New FES Board and will be dependent on then-existing conditions, including the financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors or managers of the Reorganized Debtors considers relevant. As a result, there is no assurance that the holders of the New Common Stock will receive dividends and the trading price of the New Common Stock could be materially and adversely affected.
9        The Consideration Under the Plan Does Not Reflect any Independent Valuation of Claims against or Interest in the Debtors.
The Debtors have not obtained or requested a faimess opinion from any banking or other firm as to the fairness of the consideration under the Plan.
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l0      The Reorganized Debtors May Not Be Able to Generate or Receive Sufficient Cash to Service Their Dehts and May Be Forced to Take Other Actions to Satisfy Their Ohligations, Which May Not Be Successful.
The Reorganized Debtors' ability to make scheduled payments on their debt obligations depends on their financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, and other factors beyond the Reorganized Debtors' control. The Reorganized Debtors may not be able to maintain a level of cash flow sufficient to permit them to pay the principal, premium, if any, and interest on their debt.
If cash flows and capital resources are insufficient to fund the Reorganized Debtors' debt obligations, they could face substantial liquidity problems and might be forced to reduce or delay investments and capital expenditures, or to dispose of assets or operations, seek additional capital or restructure or refinance debt. These alternative measures may not be successful, may not be completed on economically attractive terms, or may not be adequate to satisfu their debt obligations when due.
Further, if the Reorganized Debtors suffer or appear to suffer from a lack of available liquidity, the evaluation of their creditworthiness by counterparties and rating agencies and the willingness of third parties to do business with them could be adversely affected.
E.      Risks Related to the Business Operations of the Debtors and the Reorganized Debtors.
: 1.      The Debtors'    Businesses Are Subject to Ongoing Complex Governmental Regulations and Legislation that Have Impacted, and May in the Future Impact, Their Businesses and/or Results of Operations, Liquidity, and Financial Condition.
The Debtors' businesses operate in changing market environments influenced by various state and federal legislative and regulatory initiatives regarding the enerry industry, including competition in the generation and sale of electricity. The Debtors will need to continually adapt to these changes.
The Debtors' businesses are subject to changes in state and federal laws (including but not limited to the Federal Power Act, the Atomic Energy Act, the Public Utility Regulatory Policies Act of 1978, the Clean Air Act (the "CAA"), the Enerry Policy Act of 2005, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and state laws and regulations in jurisdictions where the Debtors' businesses operate), changing governmental policy and regulatory actions (including those of the North American Electric Reliability Corporation (the "I*IERC"), FERC, the United States Environmental Protection Agency (the "EPA"), the NRC, the Commodity Futures Tradition Commission (the "CFTC"), and state public utility commissions) and the rules, guidelines and protocols of PJM and MISO with respect to matters including, but not limited to, energy market structure and design, operation of nuclear generation facilities, construction and operation    of other  generation facilities, construction and operation of transmission facilities, decommissioning costs, market behavior rules, present or prospective wholesale and retail competition and environmental matters. The Debtors, along with other market participants, are subject to electricity pricing constraints and market behavior and other competition-related rules and regulations that are administered by PJM and MISO. Changes in, revisions to, or reinterpretations of existing laws and regulations, or the implementation of new laws, rules, or regulations, may have a material effect on the Debtors' businesses.
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: 2.      The Dehtors' Costs of Compliance with Environmental Laws are Significant, and the Costs of Compliance with New Environmental Laws, Including Limitations on GHG Emissions, Could Adversely Affect Cash Flow and Profitability.
The Debtors' operations are subject to extensive federal, state and local environmental statutes, rules and regulations. Compliance with these legal requirements requires the Debtors to incur costs for, among other things, installation and operation of pollution control equipment, emissions monitoring and fees, remediation and permitting at the Debtors' facilities. These expenditures have been significant in the past and may increase in the future. Although the Debtors have previously announced the deactivation of all of their currently operating generation facilities over the next three years, they continue to believe that sufficient legislative support for coal and nuclear generation and meaningful market reforms could permit the operation of one or more of such facilities beyond currently scheduled deactivation dates. Even      if such legislative support and market reform do materialize, however, the Debtors may still be forced to shut down their facilities or change their operating status, either temporarily or permanently, if the Debtors are unable to comply with existing or new environmental requirements, or if the expenditures required to comply with such environmental requirements make it economically impractical to operate such facilities.
Moreover, new environmental laws or regulations including, but not limited to the Clean Water Act effluent limitations imposing more stringent water discharge regulations, or          changes to existing environmental laws or regulations may materially increase the Debtors' costs of compliance or accelerate the timing of capital expenditures. The Debtors' current estimates regarding estimated compliance costs, although reasonably based on available information, may not successfully address future relevant standards and interpretations. If the Debtors fail to comply with environmental laws and regulations or new interpretations of longstanding requirements, even if caused by factors beyond their control, that failure could result in the assessment of civil or criminal liability and fines. In addition, any alleged violation of environmental laws and regulations may require the Debtors to expend significant resources to defend against any such alleged violations.
At the international level, the Obama Administration submitted in March 2015 a formal pledge for the U.S. to reduce its economy-wide greenhouse gas emissions by 26 to 28 percent below 2005 levels by 2025, and in September 2016, joined in adopting the agreement reached on December 12,2075 at the United Nations Framework Convention on Climate Change meetings in Paris. However, on June 7,2017, the Trump Administration announced that the U.S. would cease all participation in the 2015 Paris Agreement. Due to the uncertainty of control technologies available to reduce Greenhouse Gas ("GHG")
emissions, any other legal obligation that requires substantial reductions of GHG emissions could result in substantial additional costs, adversely affecting cash flow and profitability, and could raise uncertainty about the future viability of fossil fuels, particularly coal, as an energJr source      for new and existing electric generation facilities.
: 3.      The Debtors Have a Significant Percentage of Coal-Fired Generation Capacity Which Exposes Them to Risk from Regulations Relating to Coal, GHGs and Coal Combustion Residuals      ('oS").
Approximately 36% of the Debtors' generation fleet capacity is coal-fired, totaling 2,320 megawatts ("MW"), which will increase to 47yo, totaling 3,620 MWs when the acquisition of the Pleasants Power Plant is consummated. Historically, coal-fired generating plants have greater exposure to the costs of complying with federal, state and local environmental statutes, rules and regulations relating to air emissions, including GHGs, and CCR disposal, than other types of electric generation facilities. These legal requirements and any future initiatives could impose substantial additional costs and, in the case of GHG requirements, could raise uncertainty about the future viability of fossil fuels, 175 r 18-50757-amk Doc2530 FlLED04/18/Lg ENTEREDO4ngngIS:51:48 Page182of2L5
 
particularly coal, as an energy source for new and existing electric generation facilities and could require the Debtors' coal-fired generation plants to curtail generation or cease to generate regardless of the receipt of sufficient legislative support or meaningful market reforms that would otherwise allow the continued operation of such facilities beyond previously-announced deactivation dates. Failure to comply with any such existing or future legal requirements may also result in the assessment of fines and penalties.
Significant resources also may be expended      to  defend against allegations  of violations of any such requirements.
: 4.      The Dehtors Are Subject to Risks Arising from the Operation of Their Power Plants Which Could Reduce Revenues, Increase Expenses and Have a Material Adverse Effect on their Business, Financial Condition and Results of Operations.
Operation of generation facilities involves risk, including the risk of potential breakdown or failure of equipment or processes due to aging infrastructure, fuel supply or transportation disruptions, accidents, labor disputes or work stoppages by employees, human error in operations or maintenance, acts of terrorism or    sabotage, construction delays or cost oveffuns, shortages of or delays in obtaining equipment, material and labor, operational restrictions resulting from environmental requirements and governmental interventions, and performance below expected levels. In addition, weather-related incidents and other natural disasters can disrupt generation, transmission and distribution delivery systems. Because the Debtors' generation facilities are connected with transmission facilities of third parties, which are themselves interconnected with other transmission and distribution delivery systems of other third parties, the operation of the Debtors' facilities could be adversely affected by unexpected or uncontrollable events occurring on the systems of such third parties.
Operation of the Debtors' power plants below expected capacity could result in lost revenues and increased expenses, including higher operation and maintenance costs, purchased power costs and capital requirements. Unplanned outages of generating units and extensions of scheduled outages due to mechanical failures or other problems occur from time to time and are an inherent risk of the Debtors' business. Unplanned outages ffpically increase the Debtors' operation and maintenance expenses or may require the Debtors to incur signifrcant costs as a result of operating their higher cost units or obtaining replacement power from third parties in the open market to satisff their sales obligations, Moreover, if the Debtors were unable to perform under contractual obligations, including, but not limited to, the Debtors' coal and coal transportation contracts, as amended, penalties or liability for damages could result, which could have a material adverse effect on the Debtors' husiness, financial condition and results of operations.
            \      Failure to Provide Safe and Reliable Semice and Equipment Could Result in Serious tnjury or Loss of Life That May Harm the Debtors' Business Reputation and Adversely Affect Their Operating Results.
The Debtors are committed to providing safe and reliable service and equipment to their customers. Meeting this commitment requires the expenditure of significant capital resources. However, the Debtors' employees, contractors and the general public may be exposed to dangerous environments due to the nature of their operations. Failure to provide safe and reliable service and equipment due to various factors, including equipment failure, accidents and weather, could result in serious injury or loss of life that may harm the Debtors' business reputation and adversely affect their operating results through reduced revenues and increased capital and operating costs litigation or the imposition of penalties/fines or other adverse regulatory outcomes.
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: 6.      The Ilebtors Could he Subject to Higher Costs and/or Penalties Related to Mandatory Reliahility Standards Set by NERC/FERC or Changes in the Rules of Organized Markets.
Owners, operators, and users    of the bulk electric system are subject  to mandatory reliability standards promulgated by NERC and approved by FERC. The standards are based on the functions that need to be performed to ensure that the bulk electric system operates reliably. NERC, ReliabilityFirst Corporation ("EEE'), the regional reliability entity with NERC-delegated authority in Debtors' region, and FERC can be expected to continue to refine existing reliability standards as well as develop and adopt new reliability standards. Compliance with modified or new reliability standards may subject the Debtors to higher operating costs and/or increased capital expenditures. If the Debtors were found not to be in compliance with the mandatory reliability standards, they could be subject to sanctions, including substantial monetary penalties. FERC has authority to impose penalties up to and including approximately $1.3 million per day for failure to comply with these mandatory electric reliability standards.
In addition to regulation by FERC, the Debtors are also subject to rules and terms of participation imposed and administered by various RTOs and Independent System Operators ("ISOs"). These entities are themselves ultimately regulated by FERC ffid, subject to FERC oversight, can impose rules, restrictions and terms of service that are quasi-regulatory in nature and can have a material adverse impact on the Debtors' business. For example, ISOs and RTOs may impose bidding and scheduling rules to mitigate the potential for exercise of market power and to ensure the markets function appropriately. ISO and RTO market rules may materially affect the Debtors' ability to sell, and the price they receive for, their energy and capacity.
The Debtors incur fees and costs to participate in RTOs. Administrative costs imposed by RTOs, including the cost of administering enerry markets, may increase. To the degree the Debtors incur significant additional fees and increased costs to participate in an RTO, and are limited with respect to recovery of such costs from retail customers, the Debtors' results of operations and cash flows could be signifi cantly impacted.
As a member of an RTO, the Debtors are subject to certain additional risks, including those associated with the allocation among members of losses caused by unreimbursed defaults of other participants in that RTO's market and those associated with complaint cases filed against the RTO that may seek refunds of revenues previously earned by its members.
7        The Use of Non-Derivative and Derivative Contracts by the Reorganized Debtors to Mitigate Risks Could Result in Financial Losses That May Negatively Impact the Reorganized Debtors' Financial Results.
The Reorganized Debtors may use a variety of non-derivative and derivative instruments, such as swaps, options, futures and forwards, to manage their commodity and financial market risks. In the absence of actively quoted market prices and pricing information from external sources, the valuation of some of these derivative instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of some of these contracts. Also, the Reorganized Debtors could recognize financial losses as a result of volatility in the market value of these contracts if a counteqparty fails to perform or if there is limited liquidity of these contracts in the market.
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: 8.      The Debtors' Risk Management Policies Relating to Energy and Fuel Prices, and Counterparty Credit, Are by Their Very Nature Suhject to Uncertainties, and the Debtors Could Suffer Economic Losses Resulting in an Adverse Effect on Results of Operations Despite the Debtors' Efforts to Manage and Mitigate Their Risks.
The Debtors attempt to mitigate the market risk inherent in their energ], fuel and debt positions.
Procedures have been implemented to enhance and monitor compliance with the Debtors' risk management policies, including validation of transaction and market prices, verification of risk and transaction limits, sensitivity analysis and daily portfolio reporting of various risk measurement metrics.
Nonetheless, the Debtors cannot economically hedge all of their exposure in these areas and their risk management program may not operate as planned. As a result, actual events may lead to greater losses or costs than the Debtors' risk management positions were intended to hedge.
I      The Debtors Rely on Transmission and Distrihution Assets That They llo Not Own or Control to Deliver Their lUholesale Electricity. If Transmission is Disrupted, Not Operated Efliciently, or if Capacity is Inadequate, the I)ehtors' Ability to Sell and Deliver Power May Be Adversely Affected.
The Debtors depend on transmission and distribution facilities owned and operated by utilities and other energy companies to deliver the electricity they sell. If transmission is disrupted (as a result of weather, natural disasters or other reasons) or not operated efficiently by ISOs and RTOs, in applicable markets, or if capacity is inadequate, the Debtors' ability to sell and deliver products and satisff their contractual obligations may be adversely affected, or they may be unable to sell products on the most favorable terms. In addition, in certain of the markets in which the Debtors operate, they may be required to pay for congestion costs if they schedule delivery of power between congestion zones during periods of high demand. If the Debtors are unable to hedge or recover such congestion costs in retail rates, their financial results could be adversely affected.
FERC requires wholesale electric transmission services to be offered on an open-access, non-discriminatory basis. Although these regulations are designed to encourage competition in wholesale market transactions for electricity, it is possihle that fair and equal access to transmission systems will not be available or that sufficient transmission capacity will not be available to transmit electricity as the Debtors desire. The Debtors cannot predict the timing of industry changes as a result of these initiatives or the adequacy of transmission facilities in specific markets or whether ISOs or RTOs in applicable markets will operate the transmission networks, and provide related services, efficiently.
: 10. The Business Operations of Ilebtors That Sell Wholesale Power Are Subject to Regulation by FERC and Could be Adversely Affected by Such Regulation.
FERC granted the Debtors authority to sell electric energy, capacity and ancillary services at market-based rates. These orders also granted waivers of certain FERC accounting, record-keeping and reporting requirements, as well as, for certain of these subsidiaries, waivers of the requirements to obtain FERC approval for issuances of securities. FERC's orders that grant this market-based rate authority reserve with FERC the right to revoke or revise that authority if FERC subsequently determines that these companies can exercise market power in transmission or generation, or create barriers to entry, or have engaged in prohibited affiliate transactions. In the event that one or more of the Debtors' market-based rate authorizations were to be revoked or adversely revised, the Debtors may be subject to sanctions and penalties, and would be required to file with FERC for authorization of individual wholesale sales transactions, which could involve costly and possibly lengthy regulatory proceedings and the loss of flexibility afforded by the waivers associated with the current market-based rate authorizations.
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: 11. Temperature Variations as well as \ileather Conditions or other Natural Disasters Could Adversely Affect the llebtors' Energy Margins, and Could Have an Adverse Effect on the Debtors' Financial Condition and Results of Operations, and the Demand for Power.
Weather conditions directly influence the demand for electric power. Demand for power generally peaks during the summer and winter months, with market prices also typically peaking at that time. Overall operating results may fluctuate based on weather conditions. In addition, the Debtors have historically sold less power, and consequently received less revenue, when weather conditions are milder.
Severe weather, such as tomadoes, hurricanes, ice or snowstorms, or droughts or other natural disasters, may cause outages and property damage that may require the Debtors to incur additional costs that are generally not insured and that may not be recoverable from customers. The effect of the failure of the Debtors' facilities to operate as planned under these conditions would be particularly burdensome during a peak demand period and could have an adverse effect on the Debtors' financial condition and results of operations.
: 12. The Risks Associated with Climate Change May l{ave an Adverse lmpact on the Dehtors' Business Operationsr Operating Results and Cash Flows.
Physical risks of climate change, such as more frequent or more extreme weather events, changes in temperature and precipitation patterns, and other related phenomena, could affect some, or all, of the Debtors' operations. Severe weather or other natural disasters could be destructive, which could result in increased costs, including supply chain costs. Further, as extreme weather conditions increase system stress, the Debtors may incur costs relating to additional system backup or service interruptions, and in some instances, the Debtors may be unable to recover such costs. For all of these reasons, these physical risks could have an adverse financial impact on the Debtors' business operations, operating results and cash flows. Climate change poses other financial risks as well. To the extent weather conditions are affected by climate change, customers' energy use could increase or decrease depending on the duration and magnitude of the changes. Increased energy use due to weather changes may require the Debtors to invest in additional system assets and purchase additional power. Additionally, decreased energ] use due to weather changes may affect the Debtors' financial condition through decreased rates, revenues, margins or earnings.
: 13. Physical Acts of Warn Terrorism or Other Attacks on any of the Dehtors' Facilities or Other Infrastructure Could Have an Adverse Effect on the Debtors' Business, Results of Operations and Financial Condition.
As a result of the continued threat of physical acts of war, terrorism, or other attacks in the United States, the Debtors' electric generation and fuel storage facilities and other infrastructure, including power plants, transformer and high voltage lines and substations, or the facilities or other infrastructure of an interconnected company, could be direct targets of, or indirect casualties of, an act of war, terrorism, or other attack, which could result in disruption of the Debtors' ability to generate, purchase, transmit or distribute electricity for a significant period of time, otherwise disrupt customer operations and/or result in incidents that could result in harmful effects on the environment and human health, including loss of life. Any such disruption or incident could result in a significant decrease in revenue, significant additional capital and operating costs, including costs to implement additional security systems or personnel to purchase electricity and to replace or repair the Debtors' assets over and above any available insurance reimbursement, higher insurance deductibles, higher premiums and more restrictive insurance policies, legal claims or proceedings, greater regulation with higher attendant costs, generally, and 179 18-50757-amk Doc          2530      FILED  04/18/19 ENTERED 04n8/19 18:51:48 Page                        186 of 215
 
significant damage to the Debtors' reputation, which could have a material adverse effect on the Debtors' business, results of operations and financial condition.
: 14. Cyber-Attacks, Ilata Security Breaches and Other Disruptions to the Debtors' Information Technology Systems Could Compromise the Debtors' Business Operations, Critical and Proprietary Information and Employee and Customer I)ata, Which Could Have a Material Adverse Effect on Their Business, Financial Condition and Reputation.
In the ordinary course of the Debtors' business, the Debtors depend on information technology systems that utilize sophisticated operational systems and nefwork infrastructure to run all facets of their generation services. Additionally, the Debtors store sensitive data, intellectual property and proprietary or personally identifiable information regarding their business, employees, shareholders, customers, suppliers, business partners and other individuals in their data centers and on their networks. The secure maintenance of information and information technolory systems is critical to the Debtors' operations.
Over the last several years, there has been an increase in the frequency of cyber-attacks by terrorists, hackers, international activist organizations, countries and individuals. These and other unauthorized parties may attempt to gain access to the Debtors' network systems or facilities, or those of third parties with whom the Debtors do business in many ways, including directly through their network infrastructure or through fraud, trickery, or other forms of deceiving the Debtors' employees, contractors and temporary staff. Additionally, the Debtors information and information technology systems may be increasingly vulnerable to data security breaches, damage and/or interruption due to viruses, human error, malfeasance, faulty password management or other malfunctions and disruptions. Further, hardware, software, or applications the Debtors develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information and/or security.
Despite security measures and safeguards the Debtors have employed, including certain measures implemented pursuant to mandatory NERC Critical Infrastructure Protection Standards, the Debtors' infrastructure may he increasingly vulnerable to such attacks as a result of the rapidly evolving and increasingly sophisticated means by which attempts to defeat the Debtors' security measures and gain access to the Debtors' information technology systems may he made. Also, the Debtors may be at an increased risk of a cyber-attack and/or data security breach due to the nature of their business.
Any such cyber-attack, data security breach, damage, interruption and/or defect could: (i) disable the Debtors'generation services for a significant period of time; (ii) delay capital improvement projects; (iii) adversely affect the Debtorso customer operations; (iv) corrupt data; and/or (v) result in unauthorized access to the information stored in the Debtors' data centers and on their networks, including, company proprietary information, supplier information, employee data, and personal customer data, causing the information to be publicly disclosed, lost or stolen or result in incidents that could result in economic loss and liability and harmful effects on the environment and human health, including loss of life.
Additionally, because the Debtors' generation services are part of an interconnected system, disruption caused by a cybersecurity incident at an interconnected transmission provider, a utility, another electric generator, or a commodity supplier could also adversely affect the Debtors' operations.
Although the Debtors maintain cyber insurance and property and casualty insurance, there can be no assurance that liabilities or losses they may incur, including as a result of cybersecurity-related Iitigation, will be covered under such policies or that the amount of insurance will be adequate. Further, as cyber threats become more difficult to detect and successfully defend against, there can be no assurance that the Debtors can implement adequate preventive measures, accurately assess the likelihood of a cyber-incident or quantify potential liabilities or losses. Also, the Debtors may not discover any data 180 18-50757-amk Doc2530 FILED04/18/19 ENTEREDO41781t918:51:48i PAge187of215
 
security breach and loss of information for a significant period of time after the data security breach occurs. For all of these reasons, any such cyber incident could result in significant lost revenue, the inability to conduct critical business functions and serve customers for a significant period of time, the use of significant management resources, legal claims or proceedings, regulatory penalties, significant remediation costs, increased regulation, increased capital costs, increased protection costs for enhanced cybersecurity systems or personnel, damage to the Debtors' reputation and/or the rendering of the Debtors' intemal controls ineffective, all of which could materially adversely affect the Debtors' business and financial condition.
: 15. The Debtors Face Certain Risks Associated with Potential Labor Disruptions and/or With Retaining Trained and Qualified Labor in Certain Positions to Meet Their Future Staffing Requirements.
The Debtors face challenges with respect to retaining certain highly experienced personnel and positions requiring significant training. A significant number of the Debtors' physical workforce are represented by unions. While the Debtors believe that their relations with their employees are generally fair, they cannot provide assurances that the business will be completely free of labor disruptions such as work stoppages, work slowdowns, union organizing campaigns, strikes, lockouts or that any labor disruption will be favorably resolved. In addition, the Debtors will be in negotiation with the unions that are parties to collective bargaining agreements with the Debtors regarding modifications necessary for the Debtors' post-Effective Date operations. Mitigating these risks could require additional financial commitments and the failure to prevent labor disruptions and retain trained and experienced labor could have an adverse effect on the Debtors' business.
: 16. Changes    in Technology and Regulatory Policies May Make the Debtors' Facilities Significantly Less Competitive and Adversely Affect Their Results of Operations.
Traditionally, electricity is generated at large central station generation facilities. This method results in economies of scale and lower unit costs than newer generation technologies such as fuel cells, microturbines, windmills and photovoltaic solar cells. It is possible that advances in newer generation technologies will make newer generation technologies more cost-effective, or that changes in regulatory policy will create benefits that otherwise make these newer generation technologies even                more competitive with central station electricity production. To the extent that newer generation technologies are connected directly to [oad, bypassing the transmission and distribution systems, potential impacts could include decreased transmission and distribution revenues, stranded assets and increased uncertainty in load forecasting and integrated resource planning and could adversely affect the Debtors' business and results of operations.
: 17. Energy Efficiency and Peak Demand Reduction Mandates Applicable to the Ilistribution Utilities the Debtors Supply as well as Mandatory Renewable Portfolio Requirements Could Negatively Impact the Ilebtors' Financial Condition and Results of Operations.
A number of regulatory and legislative bodies have introduced requirements an#or incentives to reduce peak demand and energy consumption. Such conservation programs could result in load reduction and adversely impact the Debtors' financial results in different ways. Additionally, where federal or state legislation mandates the use of renewable and alternative fuel sources, such as wind, solar, biomass and geothermal, it could result in significant reductions in the demand for generation supplied by the Debtors' generation facilities.
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The Debtors have already been adversely impacted by reduced elechic usage due in part to energy conservation efforts applicable to distribution utilities supplied by the Debtors including the use of efficient lighting products such as CFLs, halogens and LEDs and in part to federal or state legislation mandating the use of renewable energy. The Debtors are unable to determine what impact, if any, conservation and mandatory renewable portfolio requirements will have on their financial condition or results of operations.
: 18.      The EPA Is Conducting New Source Review Investigations at Generating Plants that the Dehtors Currently or Formerly Owned, the Results of Which Could Negatively Impact the Debtors' Results of Operations and Financial Condition.
The Debtors may be subject to risks from changing or conflicting interpretations of existing laws and regulations, including, for example, the applicability of the EPA's New Source Review programs.
Under the CAA, modification of the Debtors' generation facilities in a manner that results in increased emissions could subject the Debtors' existing generation facilities to the far more stringent new source standards applicable to new generation facilities.
The EPA has taken the view that many companies, including many eners/ producers, have been modifying emissions sources in violation of New Source Review standards during work considered by the companies to be routine maintenance. The EPA has investigated alleged violations of the New Source Review standards at certain of the Debtors' existing and former generating facilities. The Debtors intend to vigorously pursue and defend the Debtors' position, but the Debtors are unable to predict their outcomes. If New Source Review and similar requirements are imposed on the Debtors' generation facilities, in addition to the possible imposition of fines, compliance could entail significant capital investments in pollution control technology, which could have an adverse impact on the Debtors' business, results of operations, cash flows and financial condition.
: 19. The Debtors Could Be Exposed to                    Private Rights of Action Relating to Environmental Matters Seeking Damages Under Various State and Federal Law Theories Which Could Have an Adverse Impact on the Ilebtors' Results of Operations, Financial Condition and Business Operations.
Private individuals may seek to enforce environmental laws and regulations against the Debtors and could allege personal injury, properly damages or other relief. For example, claims have been made against certain energy companies alleging that CO2 emissions from power generating facilities constitute a public nuisance under federal and/or state common law. While the Debtors are not a party to this litigation, it, and/or one of its subsidiaries, could be named in other actions making similar allegations. An unfavorable ruling in any such case could result in the need to make modifications to the Debtors' coal-fired plants or reduce emissions, suspend operations or pay money damages or penalties. Adverse rulings in these or other types of actions could have an adverse impact on the Debtors' results of operations and financial condition and could significantly impact their business operations.
: 20.      The Debtors Are or May Be Subject to Environmental Liabilities, Including Costs of Remediation of Environmental Contamination at Current or Formerly Owned F'acilities, Which Could Haye a Material Adverse Effect on Their Results of Operations and Financial Condition.
The Debtors may be subject to liability under environmental laws for the costs of remediating environmental contamination of property now or formerly owned or operated by the Debtors and of property contaminated by haeardous substances that they may have generated regardless of whether the liabilities arose before, during or after the time they owned or operated the facilities. The Debtors are 182 18-50757-amk Doc2530 FlLED04/18/19 ENTEREDO4lt9lt9lS:51:48 Page189of215
 
culrently involved in a numher of proceedings relating to sites where hazardous substances have been released and they may he subject to additional proceedings in the future. Citizen groups or others may bring litigation over environmental issues including claims of various types, such as property damage, personal injury, and citizen challenges to compliance decisions on the enforcement of environmental requirements, such as opacity and other air quality standards, which could subject the Debtors to penalties, injunctive relief and the cost of litigation. The Debtors cannot predict the amount and timing of all future expenditures (including the potential or magnitude of fines or penalties) related to such environmental matters, although the Debtors expect that they could be material.
In some cases, a third party who has acquired assets from the Debtors has assumed the liability they may otherwise have for environmental matters related to the transferred property. If the transferee fails to discharge the assumed liability or disputes its responsibility, a regulatory authority or injured person could attempt to hold the Debtors responsible, and their remedies against the transferee may be limited by the financial resources of the transferee.
In connection with the acquisition of the Pleasants Power Plant, FG (or a subsidiary of FG that acquires the plant) will enter into a Disposal Cost Sharing and Access Agreement (the "Pleasants Disposal Asreement") with AE Supply with respect to the use and operation of the disposal facilities currently utilized by the Pleasants Power Plant for the disposal of wet and solid waste generated by the plant in its operations. Subject to the terms of the Pleasants Disposal Agreement (which includes certain Iimitations and excluded costs), FG (or its subsidiary) will be obligated to reimburse AE Supply for the costs it incurs in operating the disposal facilities, which may include certain environmental liabilities.
These costs may be material to the operation of the Pleasants Power Plant and could impact the Debtors' future decisions as to whether to continue to operate the plant. In addition, the Pleasants Disposal Agreement contains certain limitations on the amount of unreimbursed costs AE Supply is obligated to incur in connection with the operating of the disposal facilities. In the event such limits are exceeded, FG (or its applicable subsidiary) may have to determine whether to reimburse AE, Supply for such excess costs or allow AE, Supply to terminate the Pleasants Disposal Agreement, in which case FG (or its applicable subsidiary) would either need to incur substantial costs to utilize other disposal methods for the plant or to shut down the plant, either of which may result in material costs to the Debtors.
: 21. In the Event of Volatility or Unfavorable            Conditions in the Capital and Credit Markets, the Debtors' Business, Including the Immediate Availability and Cost of Short-Term Funds for Liquidity Requirements, the Dehtors' Ability to Meet Long-Term Commitments and the Competitiveness and Liquidity of Energy Markets May he Adversely Affected, Which Could Negatively Impact Their Results of Operations, Cash Flows and Financial Condition.
The Debtors may in the future rely on the capital markets or credit facilities to meet their financial commitments and short-term liquidity needs if internal funds are not available from their operations. As referenced in the Financial Projections, the Debtors' liquidity needs will include mandatory purchases applicable to the Allowed Secured FG PCN Reinstated Claims and the Allowed Secured NG PCN Reinstated Claims in202l ($157 million) and2022 ($307 million). The Debtors also expect to continue using letters of credit provided by various financial institutions to support their operations. The Debtors also deposit cash in short-term investments. In the event of volatility in the capital and credit markets, the Debtors' ability to draw on cash and/or any credit facilities they obtain after the Effective Date may be adversely affected. The Debtors' access to funds under any such credit facilities will be dependent on the ability of the financial institutions that are parties to such facilities to meet their funding commitments. Those institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing 183
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requests within a short period of time. Any delay in the Debtors' ability to access those funds, even for a short period of time, could have an adverse effect on their results of operations and financial condition.
Should there be fluctuations in the capital and credit markets as a result of uncertainty, changing or  increased regulation, reduced alternatives or failures of significant foreign or domestic financial institutions or foreign goverrlments, the Debtors' access to liquidity needed for their business could be adversely affected. Unfavorable conditions could require the Debtors to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for the Debtors' business needs can be arranged. Such measures could include deferring capital expenditures, changing hedging strategies to reduce collateral-posting requirements, and reducing or eliminating future dividend payments or other discretionary uses of cash.
Energy markets depend heavily on active participation by multiple counterparties, which could be adversely affected should there be disruptions in the capital and credit markets. Reduced capital and liquidity and failures of significant institutions that participate in the energy markets could diminish the liquidify and competitiveness of energy markets that are important to the Debtors business. Perceived weaknesses in the competitive strength of the energy markets could lead to pressures for greater regulation of those markets or attempts to replace those market structures with other mechanisms for the sale of power, including the requirement of long-term contracts, which could have a material adverse effect on the Debtors results of operations and cash flows.
77      lnterest Rates and/or a Credit Rating Downgrade Could Negatively Affect the I)ebtors' Financing Costs, Ability to Access Capital and Requirement to Post Collateral.
The Debtors will have exposure to interest rates to the extent they seek to raise debt in the capital markets to meet maturing debt obligations and fund construction or other investment opportunities. Past disruptions in capital and credit markets have resulted in higher interest rates on new publicly issued debt securities, increased costs for certain of the Debtors' then outstanding variable interest rate debt securities and failed remarketing of the Debtors' then outstanding variable interest rate tax-exempt debt issued to finance certain of their facilities. Similar future disruptions could increase the Debtors' financing costs and adversely affect their results of operations. Also, interest rates could change as a result of economic or other events that are beyond the Debtors' risk management processes. As a result, the Debtors cannot always predict the impact that their risk management decisions may have on them if actual events lead to greater losses or costs than their risk management positions were intended to hedge. Although the Debtors employ risk management techniques to hedge against interest rate volatility, significant and sustained increases in market interest rates could materially increase their financing costs and negatively impact their reported results of operations.
After the Effective Date, the Debtors are expected to rely on access to bank and capital markets as sources    of liquidity for cash requirements not satisfied by Cash on hand or Cash from operations.
Although the Debtors will not have credit ratings from any of the nationally recognized credit rating agencies on the Effective Date, they are expected to pursue such ratings thereafter. In the event such ratings are obtained, a downgrade in the Debtors' or in the Debtors' subsidiaries' credit ratings, particularly to a level below investment grade, could negatively affect the Debtors' ability to access the bank and capital markets, especially in a time of uncertainty in either of those markets, and may require them to post cash collateral to support outstanding commodity positions in the wholesale market, as well as available letters of credit and other guarantees. Furthermore, a downgrade could increase the cost of such capital by causing the Debtors to incur higher interest rates and fees associated with such capital.
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23      Any Ilefault by Customers or Other Counterparties Could Have a Material Adverse Effect on the Ilebtors' Results of Operations and Financial Condition.
The Debtors are exposed to the risk that counterparties that owe them money, power, fuel or other commodities could breach their obligations. Should the counterparties to these arrangements fail to perform, the Debtors may be forced to enter into alternative arrangements at then-current market prices that may exceed their contractual prices, which would cause their financial results to be diminished, and they might incur losses. Some of the Debtors' agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to the Debtors. If the counterparties to these arrangements fail to perform, the Debtors may have a right to receive the proceeds from the credit support provided, however the credit support may not always be adequate to cover the related obligations.
In such event, the Debtors may incur losses in addition to amounts, if any, already paid to the counterparties, including by being forced to enter into alternative arrangements at then-current market prices that may exceed their contractual prices. Although the Debtors' estimates take into account the expected probability of default by a counterpafry, the Debtors actual exposure to a default by customers or other counterparties may be greater than the estimates predict, which could have a material adverse effect on the Debtors' results of operations and financial condition.
: 24. Energy Companies are Subject to Adverse Publicity Causing Less Favorable Regulatory and Legislative Outcomes Which Could Have an Adverse Impact on the Debtors' Business.
Negative publicity associated with the operation or bankruptcy of nuclear and/or coal-fired facilities or proceedings seeking regulatory support or market reforms may cause less favorable legislative and regulatory outcomes and damage the Debtors' reputation, which could have an adverse impact on their business.
: 25. Nuclear Generation Involves Risks that Include Uncertainties Relating to Health and Safety, the Environment, Additional Capital Costs, the Adequacy of Insurance Coverage, NRC Actions and Nuclear Plant Ilecommissioning, Which Could Have a Material Adverse Effect on the Debtors' Business, Results of Operations and Financial Condition.
The Debtors are subject to the risks of nuclear generation, including but not limited to the following:
r the potential harmful effects on the environment, human health and safety, including loss of life, resulting from unplanned radiological releases associated with the operation of the Debtors' nuclear facilities and the storage, handling and disposal of radioactive materials; r limitations on the amounts and Upes of insurance commercially available  to cover losses that might arise in connection with the Debtors' nuclear operations, including any incidents of unplanned radiological release, and retrospective premiums that could be assessed for nuclear incidents of others, including other reactor operators in the United States; 185 18-50757-amk Doc2530 FlLED04/18/19 ENTERED04ltglt9lS:51:48 Page792ot2I5
 
                        . uncertainties with respect to contingencies and assessments  if insurance coverage is inadequate; and
                        . uncertainties with respect to the technological and financial aspects of spent fuel storage and decommissioning nuclear plants, including but not limited to, waste disposal at the end of their licensed operation and increases in funding requirements or costs of decommissioning or spent fuel management and reimbursement for spent fuel management costs from DOE.
The NRC has broad authority under federal law to impose licensirrg, security and safety-related requirements for the operation of nuclear generation facilities. In the event of non-compliance, the NRC has the authority to impose fines and/or order other actions, including shutting down a unit, depending upon its assessment of the severity of the situation, until compliance is achieved. Revised safety requirements promulgated by the NRC could necessitate substantial capital expenditures at nuclear plants, including the Debtors' plants, or increase expenses related to decommissioning of the nuclear units.
States at times may also impose certain regulatory requirements that materially increase decommissioning costs. Also, a serious nuclear incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or relicensing of any domestic nuclear unit. Any one of these risks relating to the Debtors' nuclear generation could have a material adverse effect on their business, results of operations and financial condition.
: 26.      The Continuing Availability and Operation of Generating Units is Dependent on Retaining or Renewing the Necessary Licenses, Permits, and Operating Authority from Governmental Entitieso Including the NRC.
The Debtors are required to have numerous permits, approvals and certificates from the agencies that regulate their business. The Debtors believe the necessary permits, approvals and certificates have been obtained for their existing operations and that their business is conducted in accordance with applicable laws; however, the Debtors are unable to predict the impact on their operating results from future regulatory activities of any of these agencies, and they are not assured that any such permits, approvals or certifications will be renewed.
: 27.      Potential NRC Regulation in Response to the lncident at Japan's Fukushima Daiichi Nuclear Plant Could Adversely Affect the Ilebtors' Business and Financial Condition.
As a result of the NRC's investigation of the incident at the Fukushima Daiichi nuclear plant, the NRC has been promulgating new or revised requirements with respect to nuclear plants located in the United States, which could necessitate additional expenditures at the Debtors' nuclear plants. For example, as a follow up to the NRC near-term Task Force's review and analysis of the Fukushima Daiichi accident, in January 2012, the NRC released an updated seismic risk model that plant operators must use in performing the seismic reevaluations recommended by the task force. The NRC has also issued orders and guidance that increase procedural and testing requirements, require physical modifications to plants as well as other measures to respond to extreme natural phenomena and mitigate beyond-design-basis events, and are expected to increase future compliance and operating costs. Site-specific reevaluations of seismic and flooding risk could result in the required implementation of additional mitigation strategies or modifications. The impact of any such regulatory actions could adversely affect the Debtors' financial condition or results of operations.
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: 28.      Capital Market Performance and Other Changes May Decrease the Value of Pension Fund Assets and Other Trust Funds, Which Could Require Significant Additional Funding and Negatively Impact the llebtors' Results of Operations and Financial Condition.
The Debtors' financial statements reflect the values of the assets held in trust to satisff their obligations to decommission their nuclear generating facilities and under pension and other postemployment benefit plans. Certain of the assets held in these trusts do not have readily determinable market values. Changes in the estimates and assumptions inherent in the value of these assets could affect the value of the trusts. If the value of the assets held by the trusts declines by a material amount, the Debtors' funding obligation to the trusts could materially increase. These assets are subject to market fluctuations and will yield uncertain returns, which may fall below the Debtors' projected retum rates.
Forecasting investment eamings and costs to decommission the Debtors' nuclear generating facilities, to pay future pension and other obligations, requires significant judgment and actual results may differ significantly from current estimates. Capital market conditions that generate investment losses or that negatively impact the discount rate and increase the present value of liabilities may have significant impacts on the value of the decommissioning, pension and other trust funds, which could require significant additional funding and negatively impact the Debtors' results of operations and financial position.
: 29.      The Deactivation of the Debtors' Nuclear Generating Units Could Have a Material Adverse Effect on the Debtors' Business, Financial Condition and Results of Operations, The deactivation of the Debtors' nuclear generating units could have a material adverse effect on the Debtors' business, financial condition and results of operations as the NDTs may be insufficient to address all radiological decommissioning costs thus requiring financial guarantees or additional contributions, which could be significant. Additionally, the funds from the NDTs may be restricted from being used or insufficient to address other significant costs resulting from a deactivation, such as the costs associated with storing spent nuclear fuel onsite. The Debtors' nuclear facilities ile currently scheduled to be deactivated by 2020 or 2021, as applicable.
: 30.      Continued Low Prices in the Wholesale Energy and Capacity Markets May Negatively and Materially Impact the Future Results of Operations and Financial Condition of the Debtors.
Long-term low prices in the wholesale energy and capacity markets continue to challenge the coal and nuclear baseload generating units of the Debtors. The continued weakness of these markets may negatively and materially impact the future results of operations and financial condition of the Debtors and may limit the ability of the Debtors to sell these units to third parties. The Debtors have announced the deactivation of their generation facilities because of, among other things, continued low prices.
Absent legislative relief, the Debtors' nuclear facilities are currently scheduled to be deactivated by 2020 or 2021,  as applicable.
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: 31. Disruptions in Fuel Supplies and Changes in Fuel Transportation Needs Could Adversely Affect Relationships With Suppliers, the Ability to Operate Generation Facilities or Lead to Business Disputes and Material Judgments, Any of Which May Adversely Impact Financial Results, and in the Case of a Certain Fuel Transportation Contract, an Adverse Resolution Could Cause the Ilebtors to Seek Bankruptcy Protection and Result in One or More Events of Ilefault Under Various Agreements Related to the Indehtedness of the Dehtors.
The Debtors purchase fuel from a number of suppliers. The lack of availability of fuel at expected prices, or a disruption in the delivery of fuel which exceeds the duration of the Debtors' on-site fuel inventories, including disruptions as a result of weather, increased transportation costs or other difficulties, labor relations or environmental or other regulations affecting fuel suppliers, could cause an adverse impact on the ability to operate the Debtors' generating facilities, possibly resulting in lower sales and/or higher costs and thereby adversely affecting results of operations of the Debtors.
: 32. Continued Pressure on Commodity Prices Including, but Not Limited to, Fuel for Generation Facilities, Could Adversely Affect Profit Margins.
The Debtors continue to purchase and sell electricity in the competitive retail and wholesale markets. Increases in the costs of fuel for generation facilities (particularly coal, uranium and natural gas) may affect the Debtors' profit margins. Competition and changes in the short or long-term market price of electricity, which are affected by changes in other commodity costs and other factors including, but not limited to, weather, enerry efficiency mandates, demand response initiatives and deactivations and retirements at power generation facilities, may impact the results of operations and financial position of the Debtors by decreasing sales margins or increasing the amount paid to purchase power to satisfu sales obligations in the states in which the Debtors do business. The Debtors are exposed to risk from the volatility of the market price of natural gas. Their ability to sell at a profit is highly dependent on the price of natural gas. Low natural gas prices have been a significant contributor to the decision to deactivate the Debtors' plants as other market participants that utilize natural gas-fired generation continue to be able to offer electricity at increasingly competitive prices, so the margins the Debtors realize from sales have been and are likely to continue to be lower. The availability of natural gas and issues related to its accessibility may have a long-term material impact on the price of natural gas.
: 33. The Debtors Are Exposed to Price Risks Associated With Marketing and Selling Products in the Power Markets That They do Not Always Completely Hedge Against.
The Debtors purchase and sell power at the wholesale level under market-based rate tariffs authorized by FERC, and also enters into agreements to sell availahle energy and capacity from its generation assets. If the Debtors are unable to deliver firm capacity and energy under these agreements, they may be required to pay damages, including significant penalties under PJM's Capacity Performance market reform. These damages would generally be based on the difference between the market price to acquire replacement capacity or energy and the contract price of the undelivered capacity or energy.
Depending on price volatility in the wholesale energy markets, such damages and penalties could be significant. A single outage could result in penalties that exceed capacity revenues for a given unit in a given year. Extreme weather conditions, unplanned power plant outages, transmission disruptions, and other factors could affect the Debtors' ability to meet their obligations, or cause increases in the market price of replacement capacity and enerry.
The Debtors' attempts to mitigate risks associated with satisffing their contractual power sales arrangements by reserving generation capacity to deliver electricity to satisfy its net firm sales contracts 188 18-50757-amk Doc 2530: FILED 04/18/19 ENTERED O41781t918:51:48 Page 195 ot2L56:
 
and, when necessary, by purchasing firm transmission service. The Debtors also routinely enter into contracts, such as fuel and power purchase and sale commitments, to hedge exposure to fuel requirements and other energy-related commodities. The Debtors may not, however, hedge the entire exposure of its operations from commodity price volatility. To the extent the Debtors do not hedge against commodity price volatility, the results of operations and financial position of the Debtors could be negatively affected. In addition, these risk management related contracts could require the posting of additional collateral in the event market prices or market conditions change or the Debtors' credit ratings are further downgraded.
F.        Miscellaneous Risk Factors and llisclaimers.
I      The Financial [nformation is Based on the I]ehtors' Books and Records and, Unless Otherwise Stated, No Audit was Performed.
In preparing this Disclosure Statement, the Debtors utilized financial information derived from their books and records at the time of such preparation. Such derivation nevertheless includes certain contingencies and estimates and assumptions about future events that affect the reporting of assets and liabilities and amounts of revenue and expense, including fair value measurements, each of which, by its forward-looking nature, involves uncertainties. Although the Debtors have used their reasonable business judgment to assure the accuracy of the financial information provided in this Disclosure Statement, and while the Debtors believe that such financial information fairly reflects their financial condition, the Debtors are unable to warrant or represent that the financial information contained in this Disclosure Statement (or any information in any of the Exhibits to this Disclosure Statement) is without inaccuracies or inconsistencies.
: 2.      No Legal or Tax Advice is Provided by This Disclosure Statement.
This Disclosure Statement is not legal advice to any person or Entity. The contents of this Disclosure Statement should not be construed as legal, business, or tax advice. Each reader is urged to consult its own legal counsel, accountant and tax advisor with regard to any legal, tax, and other matters concerning its Claim or [nterest. This Disclosure Statement may not be relied upon for any purpose other than to determine how to vote to accept or reject the Plan or whether to object to Confirmation.
: 3.      No Admissions Made.
The information and statements contained in this Disclosure Statement will neither (i) constitute an admission of any fact or liability by any person or Entity (including the Debtors and the FE Non-Debtor Pafiies) nor (ii) be deemed evidence of the tax or other legal effects of the Plan on the Debtors, the Reorganized Debtors, Holders of Allowed Claims and Allowed Interests, or any other parties in interest.
: 4.      Information Was Provided by the Ilebtors and was Relied Upon by the Debtors'
                    ,ddvisors.
Counsel  to and other advisors retained by the Debtors and the        Independent Directors and Managers have relied upon information provided by the Debtors in connection with the preparation of this Disclosure Statement. Although counsel to and other advisors retained by the Debtors and the Independent Directors and Managers have performed certain limited first-hand due diligence in connection with the preparation of this Disclosure Statement and the Exhibits to this Disclosure Statement, they have not independently verified the information contained in this Disclosure Statement or the information in the Exhibits to this Disclosure Statement.
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: 5.      No Representations Outside This llisclosure Statement are Authorized.
No representations conceming or relating to the Debtors, the Chapter 11 Cases, or the Plan are authorized by the Bankruptcy Court or the Bankruptcy Code, other than as set forth in this Disclosure Statement. Any representations or inducements made to secure acceptance or rejection of the Plan that are other than as contained in, or included with, this Disclosure Statement, should not be relied upon by Holders in arriving at their decisions as to whether to accept or reject the Plan. Holders should promptly report unauthorized representations or inducements to counsel to the Debtors and the Office of the U.S.
Trustee for the Northern District of Ohio.
f,.ORWARI}.LOOKING STATEMENTS This Disclosure Statement, including the information incorporated into this Disclosure Statement hy reference, contains "forward-looking statements." All statements, other than statements of historical facts, that are included in or incorporated by reference into this Disclosure Statement that address activities, events, or developments that the Debtors expect or anticipate to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development, or operation of facilities, market and industry developments and the growth of the Debtors' businesses and operations (often, but not always, through the use of words or phrases such as "intends," "p[ans," o'wi[ likely result," "are expected to,"
  "cou[d," "will continue," "is anticipated," "estimated," "shou[d," "projection," "target," *ogoal,"
  "objective," and "outlook"), are forwardlooking statements. Although the Debtors believe that in making any such forwardJooking statement their expectations are based on reasonable assumptions, any such forward- looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under "Risk Factors" contained elsewhere in this Disclosure Schedule and the following important factors, among others, that could cause the Debtors' actual results to differ materially from those projected in such forward-looking statements:
I  the Debtors' ability to receive Bankruptcy Court approval and the required creditors' votes for the approval of the Plan or any other plan filed by the Debtors, particularly prior to the expiration of the exclusivity period, and the Debtors ability to consummate the Plan or any such other plan; I  the Debtors' ability to obtain the approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases and such approvals not being overturned on appeal or being stayed for any extended period of time; I  the effectiveness of the overall restructuring activities pursuant to the Chapter l1 Cases and any additional strategies the Debtors employ to address their liquidity and capital resources; I  the terms and conditions of any reorganization plan that is ultimately approved by the Bankruptcy Court; I  the extent to which the Chapter 11 Cases cause customers, suppliers, and others with whom the Debtors have commercial relationships to lose confidence in them, which may make it more difficult for the Debtors to obtain and maintain such commercial relationships on competitive terms; a  difficulties the Debtors may face in retaining and motivating their key employees through the bankruptcy process, and difficulties they may face in attracting new employees; 190 18-50757-amk Doc2530 FILED04/18/19" ENTERED0417811918:51:48 Page197of2L5
 
t the significant time and effort required to be spent by the Debtors' senior management in dealing with the bankruptcy and restructuring activities rather than focusing exclusively on business operations; a the actions and decisions of creditors, regulators, and other third parties that have an interest in the Chapter I I Cases that may be inconsistent with, or interfere with, the Debtors' business andior plans; a the duration of the Chapter 11 Cases; I the actions and decisions of regulatory authorities relative to any reorganization plan; a the Debtors' ability to satisfy any of the conditions to the Restructuring Transactions; a changes in assumptions regarding economic conditions within the Debtors' territories' I the Debtors' ability to accomplish or realize anticipated benefits from sffategic and financial goals, including, but not limited to, their ability to continue to reduce costs and to successfully execute their financial plans designed to improve their credit metrics and strengthen their balance sheets; I the risks and uncertainties associated with litigation, arbitration, mediation and like proceedings; a the uncertainties associated with the sale, transfer or deactivation of remaining commodity-based generating units, including the impact on vendor commitments, and as it relates to the reliability of the transmission grid, the timing thereof; t the uncertainty of the timing and amounts of the capital expenditures that may arise in connection with any litigation, including NSR litigation, or potential regulatory initiatives or rulemakings; t changes in customers' demand for power, including, but not limited to, changes resulting from the implementation of state and federal energy efficiency and peak demand reduction mandates; t economic and weather conditions affecting future sales, margins and operations, such as significant weather events, and all associated regulatory events or actions; t changes in national and regional economic conditions affecting the Debtors andlor the Debtors' major industrial and commercial customers, and other counterparties with which they do business; I the impact of labor disruptions by the Debtors' unionized workforce:
I the risks associated with cyber-affacks and other disruptions to the Debtors' information technology system that may compromise the Debtors' generation services and data security breaches of sensitive data, intellectual property and proprietary or personally identifiable information regarding the Debtors' business, employees, shareholders, customers, suppliers, business partners and other individuals in their data centers and on their networks; l9l 18-50757-amk" Doc 2530 FILED 04/18/19 ENTERED O lLBlLg18:51:48 Page1198,of 215
 
I    the impact of the regulatory process and resulting outcomes on the matters at the federal level and in the various states in which the Debtors do business, including but not limited to, matters related to rates; I    the impact of the federal regulatory process on FERC-regulated entities and transactions, in particular FERC regulation of PJM wholesale energy and capacity markets and cost-of-service rates, as well as FERC's compliance and enforcement activity, including compliance and enforcement activity related to NERC's mandatory reliability standards; a  the Debtors' ability to comply with applicable state and federal reliability standards and energy efficiency and peak demand reduction mandates; a  other legislative and regulatory changes, including the federal administration's required review and potential revisions of environmental requirements, including, but not limited to, the effects of the EPA's CCP, CCR, and CSAPR programs, including the Debtors' estimated costs of compliance, CWA waste water effluent limitations for power plants, and CWA 316(b) water intake regulation; t  the impact of changes to significant accounting policies; and a  the impact of any changes in tax laws or regulations, including the 2017 tax reform legislation commonly referred to as the Tax Cuts and Jobs Act, or adverse tax audit results or rulings.
Any forward-looking statement speaks only as of the date on which it is made, ffid except as may be required hy law, the Debtors undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for the Debtors to predict all of them; nor can the Debtors assess the impact of each such factor or the extent to which any factor, or combination of factors, ffiay cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.
IX,    Important Securities Laws Ilisclosures A.      New Equity.
As discussed herein, the Plan provides for the Debtors to distribute New Common Stock to certain Holders    of Allowed Claims. The Debtors believe that the New Common Stock will be "securities," as defined in section 2(a)(l) of the Securities Act, section  l0l of the Bankruptcy Code and any applicable state securities law (each, a "ElUg_Sky Law").
B.      lssuance and Resale of Securities Under the Plan.
: 1. Exemptions    from Registration Requirements of the Securities Act and Blue Sky Laws.
All shares of New Common Stock issued under the Plan will be issued in reliance upon section 1145 of the Bankruptcy Code, except with respect to an entity that is an "underwriter" as described below, in which case such shares of New Common Stock will be issued pursuant to section a(aX2) of the Securities Act or Regulation D promulgated thereunder.
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Section ll45 of the Bankruptcy    Code provides thatthe registration requirements of section 5 of the Securities Act  (and any applicable state Blue Sky Laws) will not apply to the offer or sale of stock, options, warrants, rights, privileges, or other securities by a debtor if: (a) the offer or sale occurs under a plan of reorganization; (b) the recipients of the securities hold a claim against, an interest in, or claim for administrative expense against, the debtor; and (c) the securities are issued in exchange for a claim against or interest in a debtor or affiliate or are issued principally in such exchange and partly for cash and properfy. In reliance upon these exemptions, the offer and sale of the New Common Stock under the Plan will not be registered under the Securities Act or any applicable state Blue Sky Laws.
To the extent that the issuance and distribution of the New Common Stock is covered by section 1145 of the Bankruptcy Code, the New Common Stock may be resold by any initial recipient thereof without registration under the Securities Act or other federal securities laws, unless the holder is (i) an o'underwriter" (as discussed below) with respect to such securities, as that term is defined in section z(aXl l) of the Securities Act and in the Bankruptcy Code, or (ii) at the time of the transfer an "affiliate" of the Reorganized Debtors, as defined in Rule laa(a)(l) under the Securities Act or has been such an "affiliate" within 90 days of such transfer. In addition, the New Common Stock generally may be resold without registration under applicable state Blue Sky Laws pursuant to various exemptions provided by the respective Blue Sky Laws of those states; however, the availability of those exemptions for any such resale cannot be known unless individual state Blue Sky Laws are examined.
The Plan contemplates the application of section 1145 of the Bankruptcy Code to the New Common Stock, but at this time, the Debtors express no view as to whether the issuance of the New Common Stock is exempt from registration pursuant to section 1145 of the Bankruptcy Code and, in tum, whether any Person may freely resell New Common Stock without registration under the Securities Act, other federal securities laws, or applicable state Blue Sky Laws. Recipients of Shares of New Common Stock are advised to consult with their own legal advisors as to the applicability of section ll45 of the Bankruptcy Code to the New Common Stock and the availability of any exemption from registration under the Securities Act, other federal securities laws, or applicable state Blue Sky Laws.
All shares of Reorganized Holdco Common Stock issued pursuant to section a(a)(z) of the Securities Act or Regulation D promulgated thereunder will be considered'orestricted securities" and may not be transferred except pursuant to an effective registration statement under the Securities Act or an available exemption therefrom.
Recipients of the New Common Stock are advised to consult with their own legal advisors            as to the availability of any exemption from registration under the Bankruptcy Code, the Securities Act and any applicable state Blue Sky Law.
: 2. Resale of the New Common Stock by Persons Ileemed to be            "Underwriters"l Definition of Underwriter.
Section I145(bxl) of the Bankruptcy Code defines an "underwriter" as one who, except with respect to "ordinary trading transactions" of an entity that is not an "issuero': (a) purchases a claim against, interest in, or claim for an administrative expense in the case concerning, the debtor, if such purchase is with a view to distribution of any security received or to be received in exchange for such Claim or Interest; (b) offers to sell securities offered or sold under a plan for the holders of such securities; (c) offers to buy securities offered or sold under a plan from the holders of such securities, if such offer to buy is (i) with a view to distribution of such securities and (ii) under an agreement made in connection with the Plan, with the consummation of the Plan, or with the offer or sale of securities under the Plan; or (d) is an issuer of the securities within the meaning of section z(aXl l) of the Securities Act. In addition, a 193 18-50757-amk Doc2530 FlLED04/18/19 ENTERED04/18/1918:51:48 Page200of215
 
Person who receives a fee in exchange for purchasing an issuer's securities could also be considered an underwriter within the meaning of section 2(aXl l) of the Securities Act.
The definition of an "issuer" for purposes of whether a Person is an underwriter under section 1145(bxlXD) of the Bankruptcy Code, by reference to section 2(a)(11) of the Securities Act, includes as "statutory underwriters" any person directly or indirectly controlling or controlled by an issuer, or any person under direct or indirect common control with an issuer, of securities. As a result, the reference to "issuer," as used inthe definition of "underwriter" contained in section 2(a)(11) of the Securities Act, is intended to cover "controlling Persons" of the issuer of the securities. "Control," as defined in Rule 405 of the Securities Act, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer, director or significant shareholder of a reorganized debtor or its successor under a plan of reorganization may be deemed to be a "controlling Person" of such debtor or successor, particularly, with respect to officers and directors, if the management position or directorship is coupled with ownership of a significant percentage of the reorganized debtor's or its successor's voting securities, through contract or otherwise. In addition, the legislative history of section 1145 of the Bankruptcy Code suggests that a creditor who owns ten percent (10%) or more of a class of securities of a reorganized debtor may be presumed to be a "controlling Person'o and, therefore, an underwriter.
Resales of the New Common Stock by entities deemed to be "underwriters" (which definition includes "conffolling Persons" of an issuer) are not exempted by section 1145 of the Bankruptcy Code from registration under the Securities Act, state Blue Sky Laws, or other applicable law. Under ceftain circumstances, holders of New Common Stock who are deemed to be "underwriters" may be entitled to resell their New Common Stock pursuant to the limited safe harbor resale provisions for control securities under Rule 144 of the Securities Act. Generally, Rule 144 of the Securities Act would permit the public sale of control securities if current information regarding the issuer is publicly available, and if volume limitations, notice and manner of sale requirements are met. Whether any particular Person would be deemed to be an'ounderwriter" (including whether such Person is a "controlling Person" of an issuer) with respect to the New Common Stock would depend upon various facts and circumstances applicable to that Person. Accordingly, the Debtors express no view as to whether any Person would be deemed an "underwriter" with respect to the New Common Stock and, in turn, whether any Person may freely resell New Common Stock. The Debtors recommend that potential recipients of New Common Stock consult their own counsel concerning their ability to freely trade such securities without compliance with the Securities Act, other federal securities laws, or applicable state Blue Sky Laws.
THE FOREGOING
 
==SUMMARY==
DISCUSSION TS GENERAL IN NATURE AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL puRposEs. wE MAKE NO REPRESENTATIONS CONCERNING, AND rl0 NOT PROVIDE, ANY OPINIONS OR ADVICE WITH RESPECT TO THE SECURTTIES OR THE BANKRUPTCY MATTERS I}ESCRIBED IN THIS I}ISCLOSURE STATEMENT. IN LIGHT OF THE UNCERTAINTY CONCERNING THE AVAILABILITY OF EXEMPTIONS FROM THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS, WE ENCOURAGE EACH HOLDER AND PARTY-IN.INTEREST TO CONSIDER CAREFULLY AND CONSULT WITH ITS OWN LEGAL ADVISORS WITH RESPECT TO ALL SUCH MATTERS. BECAUSE OF THE COMPLEX, SUBJECTTVE NATURE OF THE QUESTION OF' WHETHER A SECURITY IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE FEDERAL OR STATE SECURITIES LAWS OR WHETHER A PARTICULAR HOLDER MAY BE AN UNI}ERWRITER, WE MAKE NO REPRESENTATION CONCERNING THE ABTLITY OF A PERSON TO DISPOSE OF THE SECURITIES ISSUED UNI}ER THE PLAN.
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X.      Certain U.S, Federal Income Tax Consequenceq of the Plan A.      Introduction.
The following discussion summarizes certain material U.S. federal income tax consequences of the implementation of the Plan to the Debtors and to certain Holders of Claims in Voting Classes (collectively, the "VotinH Claims"), in their capacities as such. Pursuant to the Plan, and in complete and final satisfaction, compromise, settlement, release, and discharge of their respective Voting Claims, Holders of such Voting Claims will receive either New Common Stock or Cash. As set forth in the Plan, in certain cases, Holders of certain Voting Claims can elect to receive New Common Stock or Cash.
This summary is provided for informational purposes only and is based on the Internal Revenue Code, the Treasury regulations promulgated thereunder (the "Treflsury Regulations"), judicial authority and current administrative rulings and practice, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. A substantial amount of time may elapse between the date of this Disclosure Statement and the receipt of one's final distribution under the Plan. Events subsequent to the date of this Disclosure Statement, such as the enactment of additional tax legislation, court decisions or administrative changes, could affect the U.S. federal income tax consequences of the implementation of the Plan and the transactions contemplated thereunder. No ruling will be sought from the Internal Revenue Service (the "!RS") with respect to any of the tax aspects of the implementation of the Plan and the transactions contemplated thereunder, and no opinion of counsel has heretofore been obtained by the Debtors with respect thereto. No representations are being made regarding the particular tax consequences of the confirmation and consummation of the Plan to the Debtor or any Holder of a Claim. No assurance can be given that the IRS would not assert, and/or that a court would not sustain, a different position from any discussed herein. This summary does not address any aspects of U.S. federal non-income, state, local, estate, or non-U.S. taxation.
The summary of certain U.S. federal income tax consequences to holders of Voting Claims does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of a Voting Claim in light of its particular facts and circumstances or to particular types of holders of Voting Claims subject to special treatment under the Internal Revenue Code (for example, financial institutions; banks; broker-dealers; insurance companies; tax-exempt organizations; retirement plans or other tax-deferred accounts; mutual funds; real estate investment trusts; traders in securities that elect mark-to-market treatment; persons subject to the alternative minimum tax; certain former U.S. citizens or long-term residents; persons who hold Claims or New Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; U.S. holders that have a functional currency other than the U.S. dollar; govemments or govemmental organizations; pass-through entities; investors in pass-through entities that hold Claims or New Common Stock; persons who received their Claims or New Common Stock upon exercise of employee unit options or otherwise as compensation; holders of Voting Claims whose Claims are treated as a "United States real property interest" as defined under Internal Revenue Code section 897(c); holders not entitled to vote on the Plan; or persons subject to special tax accounting rules as a result of any item of gross income being taken into account in an applicable financial statement). Furthermore, the summary of certain U.S. federal income tax consequences to holders of Claims applies only to holders that hold their Claims as capital assets for U.S. federal income tax purposes (generally, property held for investment) and will hold their New Common Stock as capital assets for U.S. federal income tax purposes. This discussion also assumes that the various debt and other arrangements to which the Debtors are parties will be respected for U.S. federal income tax purposes in accordance with their form. Insofar as such summary addresses U.S. federal income tax consequences related to the New Common Stock, such summary applies only to holders of Voting Claims that acquire the New Common Stock in exchange for their Claims pursuant to the Plan.
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A "U.S. holder" for purposes of this summary is a beneficial owner of a Voting Claim that is, for U.S. federal income tax purposes:
            .      an individual who is a U.S. citizen or U.S. resident alien; a corporation, or other entity taxable as a corporation for U.S. federal income tax pu{poses, that was created or organized    in or under the laws of the United States, any state thereof or the District of Columbia; a
an estate whose income is subject to U.S. federal income taxation regardless of its source; or a
atrust (l) if a court withinthe United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a [J.S. person.
A "Non-U.S. Holder" means a holder of a Voting Claim that is not a U.S. holder and is, for U.S.
federal income tax purposes, an individual, corporation (or other entity treated as a corporation for U.S.
federal income taxes purposes), estate or trust.
If a partnership (including any entity treated as a partnership for U.S. federal income        ta>r purposes) is a beneficial owner of a Voting Claim or New Common Stock, the treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.
Partnerships and their partners should consult their tax advisors about the U.S. federal income tax consequences of participating in the Plan, including the tax consequences with respect to the ownership and disposition of New Common Stock received under the Plan.
ACCORDINGLY, THE FOLLOWING
 
==SUMMARY==
OF CE,RTAIN MATERIAL U.S.
FEDERAL INCOME TAX CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND/OR ADVICE BASED UPON THE, TNDIVIDUAL CIRCUMSTANCES PERTAINING TO A HOLDER. ALL HOLDERS OF VOTING CLAIMS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND NON.U.S. TAX CONSEQUENCES OF THE PLAN.
B.      Certain U,S. Federal lncome Tax Consequences of the PIan to the I]ebtors.
The Debtors are currently part of the FE Consolidated Tax Group that files a consolidated return for U.S. federal income tax purposes. The rights and obligations of the Debtors as members of the FE Consolidated Tax Group are currently govemed by the Tax Allocation Agreement, as modified by the FE Settlement Agreement. The Tax Allocation Agreement requires FE Corp. and the non-Debtor members of the FE Consolidated Tax Group to compensate the Debtors for any tax athibutes of the Debtors that are utilized by other members of the FE Consolidated Tax Group in a given year, and requires the Debtors to compensate other members of the FE Consolidated Tax Group for the use of their tax attributes in such tax year as well. On and after the Effective Date, the Debtors will no longer be members of the FE Consolidated Tax Group. Subject to the limitations described below, the tax attributes of the Debtors generally will remain with the Reorganized Debtors following their separation from the FE Consolidated Tax Group.
The transactions contemplated under the Plan are expected to qualiff as a reorganization under section 368(aXl) of the Internal Revenue Code.
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The FE Consolidated Tax Group has reported consolidated U.S. net operating loss ("NQ!")
carryovers for U.S. federal income tax purposes, a portion of which were generated by the Debtors. As of December 31,2017, the Debtors'share of the NOLs was approximately $1.7 billion, and it is estimated that an additional $149 million of NOLs were generated by the Debtors during the 2018 tax year.
Unutilized NOLs incurred prior to January 1,2018, will expire in the years 2030 through 2A35. NOLs incurred on or after January 1, 2078, can be caried forward indefinitely, but are subject to an annual limitation of 80% of taxable income. The amount of any such NOL carryforwards and other losses, and the extent to which any limitations may apply (e.9., limitations under section 382 of the Internal Revenue Code, discussed below), remains subject to audit and adjustment by the IRS.
As discussed below, the amount of NOL carryforwards attributable to the Debtors, and possibly certain other tax attributes, to the extent not utilized by the FE Consolidated Tax Group in accordance with applicable law and the FE Settlement Agreement, are expected to be significantly reduced upon implementation of the Plan. In addition, the Reorganized Debtors' subsequent utilization of any net built-in losses with respect to their assets and any NOLs remaining, and possibly certain other tax attributes, may be restricted as a result of and upon the implementation of the Plan.
: l.        Cancellation of llebt and Reduction of Tax Attributes.
It is anticipated that the Plan will result in a cancellation of a portion of the Debtors' outstanding indebtedness. In general, absent an exception, a U.S. debtor will realize and recognize cancellation of debt income ("COD Income") upon satisfaction of its outstanding indebtedness in the event that the total consideration received for such indebtedness is less than the amount of such indebtedness. The amount of COD Income, in general, is the excess of (a) the adjusted issue price of the indebtedness satisfied, over (b) the sum of the amount of cash paid and the fair market value of any other consideration given in satisfaction of such indebtedness at the time of the exchange.
However, because the Debtors are under the jurisdiction of a court in a case under chapter 1l of the Bankruptcy Code, and the discharge of indebtedness is expected to be pursuant to such proceeding, the Debtors do not expect to be required to include any amount of COD lncome in gross income (except with respect to the cancellation of intercompany indebtedness, which may result in taxable COD Income).
Instead, the Debtors will be required to reduce certain of their tax attributes by the amount of COD Income that they excluded from gross income. In general, tax attributes will be reduced in the following order: (a) NOLs and NOL carryovers; (b) certain tax credit carryovers; (c) net capital losses and capital loss carryovers; (d) tax basis in assets (but not below the amount of liabilities to which the debtor remains subject); (e) passive activity loss and credit carryovers; and (f) foreign tax credit carryovers. The Debtors may elect first to reduce the basis of its depreciable assets. In the context of a consolidated group of corporations, the tax rules provide for a complex ordering mechanism in determining how the ta:r attributes of one memher can be reduced by the COD Income of another member.
Because the Plan provides that holders of certain Claims may receive New Common Stock, the amount of COD Income of the Debtors and, therefore, the amount of tax afiributes required to be reduced will depend in part on the fair market value of the New Common Stock. These values cannot be known with certainty as of the date hereof.
: 2.        Reduction of Tax Attributes Under Anti-Loss Duplication Rules.
The Plan contemplates that FE, Corp.'s equity interests in the Debtors will be cancelled. The cancellation of such equity interests is expected to generate a loss for FE Corp. Due to such loss, it is expected that the Debtors will be required to further reduce their tax attributes pursuant to the anti-loss 197
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duplication rules of Treasury Regulations 1.1502-36(d). The attributes are requiredto be reduced by the Iesser of (i) the "net stock loss" of FE Corp. and (ii) the "aggregate inside loss" of the Debtors (as such terms are defined in the Treasury Regulations). Due to the substantial amount of the loss that FE Corp. is expected to incur pursuant to the Plan, it is expected that the amount of attribute reduction under the anti-loss duplication rules  will be significant.
: 3.      Limitation of NOL Carryforwards and Other Tax Attributes.
Under section 382 of the Internal Revenue Code, if a corporation undergoes an "ownership change," the amount of its pre-ownership change NOLs (collectively, "Pre-Change Losses") that may be utilized to offset future taxable income generally is subject to an annual limitation. Corresponding rules may reduce a corporation's ability to use losses if it has net unrealized built-in losses in its assets at the time of an ownership change. Capital loss carryovers and certain tax credit carryovers are also generally Iimited after an ownership change under section 383 of the Internal Revenue Code.
The Debtors anticipate that the cancellation of FE Corp.'s interest in the Debtors and the issuance of the New Common Stock pursuant to the Plan will result in an "ownership change" of the Debtors for these purposes, and that the Reorganized Debtors' use of their Pre-Change Losses (and built-in losses if there is a "net unrealized built-in loss" on the Effective Date) will be subject to limitation unless an exception to the general rules of section 382 of the Internal Revenue Code applies. This limitation is independent of, and in addition to, the reduction of tax attributes described in the preceding sections resulting from the exclusion of COD Income and the anti-loss duplication rules.
In general, the annual limitation determined under section 382 of the Internal Revenue Code in the case of an "ownership change" of a corporation (the "Section 382 Limitdh") is equal to the product of (a) the fair market value of the stock of the corporation immediately before the ownership change (with certain adjustments) multiplied by (b) the applicable "long-term ta:r-exempt rate" posted by the IRS (e.g.,
251% for December 2018). Generally, the Section 382 Limitation may be increased if the corporation has a "net unrealized built-in gain" in its assets as of the Effective Date to the extent the corporation recognizes, or is treated as recognizing, certain built-in gains in its assets during the five-year period following the ownership change. Corresponding rules may reduce a corporation's ability to use losses if it has net unrealized built-in losses in its assets at the time of an ownership change. Section 383 of the Internal Revenue Code applies a limitation, similar to the Section 382 Limitation, to capital loss carryforwards and tax credits. Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent taxable year. The debtor corporation's Pre-Change Losses will be subject to further limitations if the debtor does not continue its business enterprise for at least two years following the ownership change or if it experiences additional future ownership changes. As discussed below, however, special rules may apply in the case of a corporation which experiences an ownership change as the result of a bankruptcy proceeding.
An exception to the foregoing annual limitation rules generally applies to a debtor corporation in chapter  1l when existing shareholders and so-called "qualified creditors" of a debtor corporation under the jurisdiction of a court in a chapter 1 1 case receive, in respect of their claims or interests, at least 5004 of the vote and value of the stock of the reorganized debtor (or a controlling corporation if also in chapter 1l) pursuant to a confirmed chapter ll plan (the "Section 382(lX5                      '). Under the Section 382(lX5) Exception, a dehtor's Pre-Change Losses and excess credits, which may be carried forward to a future yetr, are recomputed as if no interest deductions were claimed during the three taxable years preceding the effective date of the plan of reorganization, and during the part of the taxable year prior to and including the effective date of the plan of reorganization, in respect of all debt converted into stock in the reorganization. If the Section 382(lX5) Exception applies and a debtor undergoes another ownership change within two years after the effective date of the plan of reorganization, then the debtor's Pre-t98 18-50757-amk .,Doc        2530      FILED    04/18/19 ENTERED O41781t918:51:48 Page 205 of 215
 
Change Losses are effectively eliminated in their entirety. For purposes of the Section 382(lX5)
Exception, a "qualified creditor" generally consists of certain long-term creditors (who held their claims continuously for at least 18 months prior to the filing of the bankruptcy petition), ordinary course creditors (e.9., trade creditors) or creditors receiving less than 5% of the stock            of the debtor in  a bankruptcy case. If a debtor qualifies for the Section 382(D(5) Exception, the exception applies unless the debtor affirmatively elects for it not to apply.
Where the Section 382(l)(5) Exception is not applicable to a corporation in bankruptcy (either because the debtor does not    qualiff for it or the debtor otherwise elects not to utilize the Section 382(l)(5)
Exception), a second special rule will generally apply (the "Section 382(1X6)                      '). When the Section 382(lX6) Exception applies, a debtor corporation that undergoes an ownership change generally is permitted to determine the fair market value of its stock for purposes of computing the annual limitation amount after taking into account the increase in value to such stock resulting from any surrender or cancellation of creditors' claims in the bankruptcy. The Section 382(1)(6) Exception also differs from the Section 382(1X5) Exception in that under it the debtor corporation is not required to reduce its NOL carryforwards by the amount of interest deductions claimed within the prior three-year period, and the debtor may undergo a change of ownership within two years following the first "ownership change" without triggering the elimination of its Pre-Change Losses.
It is expected that the Reorganized Debtors' use of their Pre-Change Losses may be subject to the Section 382 Limitation following confirmation of the PIan. Although no assurances can be provided in this regard, the Debtors do not expect that the Section 382(lX5) Exception will apply, but do expect the Section 382(1X6) Exception to apply to the Reorganized Debtors.
C.      Certain U.S. Federal [ncome Tax Consequences of the Plan to the U.S. Holders of Voting Claims Against the Debtors.
1      U.S. Ilolders of Votins Claims ReceivinF, New Common Stock Under the Plan.
The U.S. federal income tax consequences of the Plan to a U.S. holder of a Voting Claim receiving New Common Stock will depend, in part, on whether the transactions set forth in the Plan constitute one or more reorganizations described in section 368 of the Internal Revenue Code, whether the related Voting Claim constitutes a "security" issued or deemed issued by FES for U.S. federal income tax purposes, whether the holder reports income on the accrual or cash basis, whether the holder has taken a bad debt deduction or worthless security deduction with respect to such Voting Claim and whether the holder receives distributions under the Plan in more than one taxable year. In this regard, it is contemplated that the transfer of FES's assets to New FES and the distribution of New Common Stock to Holders of Claims against FES, as determined for U.S. federal incometax purposes, together with related transactions, would constitute areorganization described insection 368(a) of the Internal Revenue Code.
In addition, FG and NG are entities disregarded from their wholly owned parent, FES, for U.S. federal income tax purposes. As such, notes issued by FG and NG are generally treated for U.S. federal income tax purposes as having been issued by FES. In contrast, FGMUC and FENOC are classified as corporations for U.S. federal income tax purposes. Thus, notes issued by FGMUC and FENOC are not treated as having been issued by FES. U.S. holders should consult their tax advisors regarding the tax consequences of the Plan based on their individual circumstances.
Definition of Securities.
Whether an instrument constitutes a "security"        is determined  based upon    all the facts  and 199 18-50757-amk Doc2530 FlLED04/18/19 ENTERED0ULBIL918:51:48 Page206of215
 
circumstances, but most authorities have held that the length of the term        of a debt instrument is an important factor    in determining whether such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security for U.S.
federal income tax purposes. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including the collateral supporting such security, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable, or contingent, and whether such payments are made on a current basis or are accrued. Additionally, due to the fact that the PCNs were, in form, issued by instrumentalities of the State of Pennsylvania or the State of Ohio, and the Mansfield Certificates were, in form, issued under the Mansfield Pass Through Trust Agreement, there is potential uncertainty as to whether the related Claims can be construed as o'securities of FES". Because of the inherently factual nature of this determination, each U.S. holder of a Voting Claim receiving New Common Stock is urged to consult its tax advisor regarding whether such Voting Claim held by the U.S. holder constitutes a "security'o of FES for U.S. federal income tax purposes, including, if relevant, the particular issues as to whether the PCN Claims or Mansfield Certificate Claims are securities of FES.
ii. Exchanqe of Claims.
: a. U.S. Holders of Votine Claims that are Treated as Securities of FES Eeceiving New Common Stock.
If a U.S. holder of a Voting Claim that is treated as a security of FES for U.S. federal income tax purposes receives New Common Stock, it is contemplated that the exchange of such Voting Claim for New Common Stock and Cash, if any, would be pursuant to a reorganization described in section 368(a) of the Intemal Revenue Code. In general, if an exchange of a Voting Claim for New Common Stock and Cash, if any, is treated as pursuant to a reorganization for U.S. federal income tax purposes, a U.S. holder (i) will not be permitted to recognize a loss and, (ii) generally will not recognize income or gain except to the extent of Cash, if any, received. To the extent that a portion of the New Common Stock or Cash,        if any, received in exchange for such Voting Claims is allocable to accrued but untaxed interest, such amount will not be taken into account pursuant to the preceding sentence. Instead, the U.S. holder may recognize ordinary income (see o'Accrued Interest" below). A U.S. holder's adjusted tax basis in the shares of New Common Stock received pursuant to a reorganization will generally equal the adjusted tax basis of the Voting Claim exchanged therefor, increased by any gain recognized and reduced by the amount of Cash, if any, received. A U.S. holder would have a holding period for the New Common Stock that includes the holding period for such Voting Claims exchanged therefor. The adjusted tax basis of any share of New Common Stock treated as received in satisfaction of accrued interest would equal the fair market value of such New Common Stock and the holding period for such share of New Common Stock would begin on the day following the day of receipt.
: b. U.S. Holders of Votins Claims that are Not Treated as Securities    of FES Receivine New Common Stock.
If a U.S. holder of a Voting Claim that is not treated as a "security" of FES for U.S. federal income tax purposes receives New Common Stock, the exchange of such a Voting Claim should be a taxable transaction for U.S. federal income tax purposes. Subject to the discussion under "Distributions After the Effective Date" below, a U.S. holder should generally recognize gain or loss on the exchange of such Voting Claim pursuant to the Plan equal to the difference between (i) the fair market value of the 200 18-50757-amk Doc 2530 FILED 04/18./19 ': ENTERED 0417817918:51:48 Page 207 of 2L5
 
New Common Stock and the amount of Cash, if any (excluding New Common Stock or Cash treated as attributable to accrued interest on such Voting Claims, which is ta:rable as described below under "Accrued Interest"), and (ii) the U.S. holder's adjusted tax basis in such Voting Claims. The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the nature of such Voting Claim in such U.S. holder's hands, whether such Voting Claim was purchased at a discount, and whether and to what extent the U.S. holder has previously claimed a bad debt deduction with respect to such Voting Claim. See the discussions below under "Accrued Interest" and "Market Discount." The U.S. holder's tax basis in such New Common Stock should generally be the fair market value of the New Common Stock at the time received, and the U.S.
holder's holding period in such New Common Stock, if any, should generally begin on the day following the day ofreceipt. IJ.S. holders of Yoting Claims Receiving New Common Stock should consult their tax advisors regarding the tax consequences of the exchange, including, without limitation: the tax consequences of any distributions that may be made after the Effective Date on account of the disallowance of any Disputed Claim and possible alternative characterizations of the exchange.
: 2. U.S. Holders of Votins Claims receivins Solelv Cash.
U.S. Holders of Voting Claims receiving solely Cash should recognize gain or loss equal to the difference between: (i) the fair market value of the Cash received in exchange for the Claim (excluding any Cash treated as attributable to accrued interest on such Voting Claims, which is taxable as described below under 'oAccrued Interest"); and (ii) the U.S. Holder's adjusted basis, if any, in such Voting Claim.
The character of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors, including the nature of such Voting Claim in such U.S. holder's hands, whether such Voting Claim was purchased at a discount, and whether and to what extent the U.S. holder has previously claimed a bad debt deduction with respect to such Voting Claim.
: 3. Consequences of Ownership and Disnosition of the New Common Stock.
: i.      Distributions.
The gross amount of any distribution of cash or property made to a U.S. holder with respect to New Common Stock generally will be includible in gross income by a U.S. holder as dividend income to the extent such distribution is treated as paid out of current or accumulated earnings and profits, ffi determined under U.S. federal income tax principles. Dividends received by non-corporate U.S. holders may qualify for reduced rates of taxation. Subject to applicable limitations, a distribution which is treated as a dividend for U.S. federal income tax purposes may qualiSi for the dividends-received deduction if such amount is distributed to a U.S. holder that is a corporation and certain holding period and certain other requirements are satisfied. Any dividend received by a U.S. holder that is a corporation may be subject to the "extraordinary dividend" provisions of the Intemal Revenue Code. A distribution in excess of current and accumulated earnings and profits, as determined under U.S. federal income tax principles, will first be treated as a return of capital to the extent of the U.S. holder's adjusted tax basis in its New Common Stock and will be applied against and reduce such basis dollar-for-dollar (thereby increasing the amount of gain or decreasing the amount of loss recognized on a subsequent torable disposition of the New Common Stock). To the extent that such distribution exceeds the U.S. holder's adjusted tax basis in its New Common Stock, the distribution will be treated as capital gain, which will be treated as long-term capital gain if such U.S. holder's holding period in its New Common Stock exceeds one year as of the date of the distribution.
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ll. Sale.. E xghan ge. or Other Taxable Disposition.
For U.S. federal income tax purposes, a U.S. holder generally will recognize gain or loss on the sale, exchange, or other taxable disposition of any of its New Common Stock in an amount equal to the difference,  if any, between the amount realized for the New Common Stock and the U.S. holder's adjusted tax basis in the New Common Stock. Subject to the rules discussed below under "Market Discount," any such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder has a holding period in the New Common Stock of more than one year as of the date of disposition. Capital gains of non-corporate U.S. holders derived with respect to a sale, exchange, or other taxable disposition of New Common Stock held for more than one year may be eligible for reduced rates of taxation. Under the Internal Revenue Code section 108(e)(7) recapture rules, a holder may be required to treat gain recognized on the taxable disposition of the New Common Stock as ordinary income if the holder took a bad debt deduction with respect to such Voting Claims or recognized an ordinary loss on the exchange of such Voting Claim forNew Common Stock. The deductibility of capital losses is subject to limitations. Holders are urged to consult their own tax advisors regarding such limitations.
Holders of New Common Stock are urged to consult their tax advisors regarding the tax consequences related to the ownership and disposition of the New Common Stock.
: 4. Other Considerations for U.S. Holders.
: t. Distrihutions After the Effective Date.
If a U.S. holder of a Voting Claim receives a distribution pursuant to the Plan subsequent to the Effective Date, a portion of such distributions may be treated as imputed interest under the imputed interest provisions of the Internal Revenue Code. Such imputed interest may accrue oyer time, in which case a holder may be required to include such imputed interest in income prior to the actual distributions.
Any loss and a portion of any gain realized by such holder may be subject to deferral. Furthermore, the "installment sale" rules of the Internal Revenue Code may apply to gain recognized by such U.S. holder unless the U.S. holder elects out of such rules.
U.S. holders of Claims should consult their tax advisors regarding the tax consequences of distributions made after the Effective Date, including the potential applicability of (and ability to elect out of) the installment sale rules and the potential applicability of the imputed interest rules.
ii. Accrued Interest.
To the extent that any amount received by a U.S. holder under the Plan is attributable to accrued but unpaid interest and such interest has not previously been included in the U.S. holder's gross income for U.S. federal income tax purposes, such amount would generally be taxable to the U.S. holder as ordinary interest income. A U.S. holder may be able to recognize a deductible loss to the extent that any accrued interest on the debt instrument constifuting such Voting Claim was previously so included in the U.S. holder's gross income but was not paid in full by the Debtors.
The extent to which any amount received by a U.S. holder will be attributable to acuued but untaxed interest is unclear. Under the Plan, the aggregate consideration to be distributed to Holders of Allowed Claims in each Class in fuII or partial satisfaction of their Claims will be treated as first satisffing the stated principal amount of the Allowed Claims for such Holders and any remaining consideration as satisfying accrued, but unpaid, interest, if any. However, there is no assurance that the IRS will respect such allocation for U.S. federal income tax purposes. The IRS could thus take the 202 18-50757-amk      i"Dod2530      FILED    04/18/19 ENTERED 0417811918:51:48 Page 209 ot 215
 
position that the consideration received by a Holder should be allocated in some way other than            as provided in thePlan.
iii. Market Discount.
Under the o'market discount" provisions of sections 1276 through 1278 of the Internal Revenue Code, some or all of any gain realized by a U.S. holder exchanging any debt instrument may be treated as ordinary income (instead of capital gain), to the extent of the amount of accrued "market discount" on the debt constituting the surrendered Voting Claim.
A debt instrument is generally considered to have been acquired with "market discounf if it is acquired other than on original issue and its basis immediately after its acquisition by the U.S. holder is less than (i) its "stated redemption price at maturity," or (ii) in the case of a debt instrument issued with "original issue discount," its "revised issue price," by at least a statutorily defined de minimis amount.
Any gain recognized by a U.S. holder on the taxable disposition of debts that it acquired with market discount would be treated as ordinary income to the extent of the market discount that accrued thereon while such debts were considered to be held by the U.S. holder (unless the U.S. holder elected to include market discount in income as it accrued). To the extent that such surrendered debts that had been acquired with market discount are exchanged for New Common Stock in a reorganization, ffiy market discount that accrued on such debts but was not recognized by the U.S. holder may be required to be carried over to the property received therefor and any gain recognized on the subsequent sale, exchange, redemption, or other disposition of the New Common Stock may be treated as ordinary income to the extent of the accrued but unrecognized market discount with respect to the exchanged debt instrument.
iv. Medicare Tax.
Certain U.S. holders that are individuals, estates, or trusts are required to pay an additional 3.8%
tax on, among other things, dividends, interest, and gains from the sale or other disposition of capital assets. U.S. holders that are individuals, estates, or trusts should consult their tax advisors regarding the effect, if any, of this tax provision on their own situation.
Holders of Claims are urged to consult their own tax advisors regarding the allocation of consideration and the inclusion and deductibility of accrued but untaxed interest for U.S. federal income tax purposes.
D.      Certain U.S. Federal Income Tax Consequences of the Plan to Non-U.S. Holders of Voting Claims Against the I)ebtors.
The rules governing U.S. federal income taxation of a Non-U.S. holder are complex. The following discussion includes only certain material U.S. federal income tax consequences of the Plan to Non-U.S. holders. The discussion does not include any non-U.S. tax considerations. Non-U.S. holders should consult with their own tax advisors to determine the effect of U.S. federal, state, and local tax laws, as well as any other applicable non-U.S. tax laws and/or treaties, with regard to their participation in the transactions contemplated hy the Plan, their ownership of Voting Claims and the ownership and disposition of the New Common Stock.
: l. Gain Recosnition.
Any gain realized by a Non-U.S. holder on the exchange of its Voting Claim generally will not be subject to U.S. federal income taxation unless (a) the Non-U.S. holder is an individual who was present in 203 18-50757-amk Doc 2530: 'FIIED 04/18/L9 ENTERED O4l78ll9 18:51:48 Page 210 of 215 -.,,-'                          )
 
the U.S. for 183 days or more during the taxable year which includes the Effective Date and certain other conditions are met or (b) such gain is effectively connected with the conduct by such Non-U.S. holder of a trade or business in the U.S. including as a result of such non-U.S. holder's Claim being considered a "United States real property interest" within the meaning of section 897(c) of the Intemal Revenue Code (and if an income tax treaty applies, such gain is attributable to a perrnanent establishment maintained by such Non-U.S. holder in the U.S.).
If the first exception applies, to the extent that any gain is taxable and does not qualify for deferral as described above, the Non-U.S. holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. holder's capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the exchange. If the second exception applies, the Non-U.S. holder generally will be subject to U.S. federal income tax (and possibly withholding tax) with respect to any gain realized on the exchange in the same manner as a U.S. holder if such gain is effectively connected with the Non-U.S. holder's conduct of a trade or business in the U.S.
In order to claim an exemption from withholding tax, a Non-U.S. holder will be required to provide, as applicable, a properly executed IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY, or any other applicable IRS Form W-8 (or, with respect to the foregoing, such appropriate successor form). In addition, if such Non-U.S. holder is a corporation, it may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.
: 1. U.S. Federal Income Tax Consequences to Non-U.S. Holders of Ownins and Ilisnosins of New Common Stock.
: i.      Dividends on New Common Stock.
Any distributions made with respect to New Common Stock will constitute dividends for U.S.
federal income tax purposes to the extent treated as paid from Reorganized FES's current or accumulated earnings and profits as determined under U.S. federal income tax principles. Except as described below, dividends paid with respect to New Common Stock held by a Non-U.S. holder that are not effectively connected with a Non-U.S. holder's conduct of a U.S. trade or business (or if an income tax heaty applies, are not attributable to a permanent establishment maintained by such Non-U.S. holder in the U.S.) will be subject to U.S. federal withholding tax at a rate of 30% (or lower treaty rate or exemption from tax, if applicable). A Non-U.S. holder generally will be required to satisff certain IRS certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by filing IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY, or other applicable IRS Form W-8 (or, with respect to the foregoing, such appropriate successor form) upon which the Non-U.S. holder certifies, under penalties of perjury, its status as a non-U.S. person and its entitlement to the lower treaty rate or exemption from tax with respect to such payments. Dividends paid with respect to New Common Stock held by a Non-U.S. holder that are effectively connected with a Non-U.S. holder's conduct of a U.S. trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by such Non-U.S. holder in the U.S.) generally will be subject to U.S. federal income tax in the same manner as a U.S. holder, and a Non-U.S. holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. holder's effectively connected earnings and profits that are attributable to the dividends at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty).
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: n.      Sale. Redemption. or Repurchase of New CommonStock.
A Non-U.S. holder generally will not be subject to U.S. federal income tax with respect to any gain realized on the sale or other taxable disposition (including a cash redemption) of New Common Stock, unless:
: a. such Non-U.S. holder is an individual who is present in the U.S.
for 183 days or more in the taxable year of disposition or who is subject to special rules applicable to former citizens and residents of the U.S.; or
: b. such gain is effectively connected with such Non-U.S. holder's conduct of a U.S. trade or business (and if an income tax treafy applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. holder in the U.S.); or c    Reorganized FES is or has been a "United States real property holding corporation" for U.S. federal income tax purposes (a "USRPHC') at any time during the shorter of the Non-U.S.
holder's holding period for the New Common Stock and the five year period ending on the date of disposition          (the "ApplicablePeriod").
If the first exception applies, the Non-U.S. holder generally will be subject to U.S. federal income tax at a rate of 3AYo (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. holder's capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition of New Common Stock. If the second exception applies, the Non-U.S. holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. holder, and a Non-U.S. holder that is a corporation for U.S.
federal income tax purposes may also be subject to a branch profits tax with respect to earnings and profits effectively connected with a U.S. trade or business that are attributable to such gains at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty).
Generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. The Debtors' analysis of the expected status of Reorganized FES as a USRPHC is ongoing. At this stage, it has not yet been determined whether Reorganized FES is or is likely to become a USRPHC.
If New Common Stock becomes regularly traded on an established securities market for U.S.
federal income tax purposes, a Non-U.S. holder generally will not be subject to U.S. federal income tax on any gain from the disposition of the New Common Stock by virtue of Reorganized FES being a USRPHC unless such Non-U.S. holder actually or constructively owned more than 5% of the outstanding New Common Stock at some time during the Applicahle Period. Any gain that is taxable because Reorganized FES is or has been a USRPHC will generally be taxable in the same manner as gain that is effectively connected income (as described above), except that the branch profits tax will not apply. If Reorganized FES is or has been a USRPHC during the Applicable Period, a Non-U.S. holder disposing of New Common Stock may also be subject to withholding at a rate equal to 15% of the amount realized in connection with such disposition.
20s 18-50757-amk Doc25il0^ FlLEDO4ltBlTg ENTEREDO4llBll9 18:51:48                                      Page2l2of2t5.
 
iii. FATCA.
Under the sections 1471 through 1474 of the Internal Revenue Code and administrative guidance issued thereunder, known as the Foreign Account Tax Compliance Act ("FATCA"), foreign financial institutions and certain other foreign entities must report certain information with respect to their U.S.
account holders and investors      or be subject to withholding on the direct or indirect receipt of "withholdable payments." For this purpose, "withholdable payments" are generally U.S.-source payments of fixed or determinable, annual or periodical income (including dividends, if any, on New Common Stock.) FATCA withholding will apply even if the applicable payment would not otherwise be subject to U.S. federal nonresident withholding tax. An intergovernmental agreement between the United States and an applicable foreign country may modifii these requirements. Under certain circumstances, a Non-U.S. holder might be eligible for refunds or credits of such taxes.
Each Non-U.S. holder should consult its own tax advisor regarding the possible impact of these rules on such Non-U.S. holder's ownership of New Common Stock, E.        Information Reporting and Backup Withholding Considerations.
Payments made pursuant to the Plan will generally be subject to any applicable U.S. federal income tax information reporting and backup withholding requirements. The Internal Revenue Code imposes backup withholding tax on certain payments, including payments of interest and dividends, if a taxpayer (a) fails to furnish its correct taxpayer identification number (generally on IRS Form W-9 for a U.S. holder); (b) furnishes an incorrect taxpayer identification number; (c) is notified by the IRS that it has previously failed to report properly certain items subject to backup withholding tax; or (d) fails to certifu, under penalty of perjury, that such taxpayer has furnished its correct taxpayer identification number and that the IRS has not notified such taxpayer that it is subject to backup withholding tax.
However, taxpayers that are C corporations generally are excluded from these information reporting and backup withholding tax rules provided that evidence of such corporate status is fumished to the payor.
Backup withholding is not an additional U.S. federal income tax. Any amounts withheld under the backup withholding tax rules will generally be allowed as a credit against a taxpayer's U.S. federal income tax liability, if any, or will be refunded to the extent the amounts withheld exceed the taxpayer's actual tax liability, if such taxpayer timely furnishes required information to the IRS. Each taxpayer should consult its own tax advisor regarding the information reporting and backup withholding tax rules as they relate to distributions under the Plan.
In addition, from an information reporting perspective, U.S. Treasury regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain Wpes of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer's claiming a loss in excess of specified thresholds.
IMPORTANCE OF OBTAINING PROF'ESSIONAL TAX ASSISTANCE The foregoing discussion is intended only as a summary of certain U.S, federal income tax consequences of the Plan, does not discuss all aspects of U.S. federal income taxation that may he relevant to a particular Holder of a Claim in light of such Holder's circumstances and tax situation and is not a substitute for consultation with a tax professional. The above discussion is for informational purposes only and is not tax advice. The tax consequences of the PIan are complex and are in many cases uncertain and may vary depending on a claimant's particular circumstances.
Accordingly, all Holders of Voting Claims are strongly urged to consult their own tax advisors about the federal, state, local, and applicable non-U,S. income and other tax consequences to them under the PIan, including with respect to tax reporting and record keeping requirement.
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XI.      Recommendation of the Ilebtors In the opinion of the Debtors, the Plan is preferable to the alternatives described in this Disclosure Statement because it provides for a larger distribution to such Debtors' creditors and other parties in interest than would otherwise result through an alternative plan or through a liquidation under chapter 7 of the Bankruptcy Code. In addition, any alternative other than Confirmation could result in extensive delays and increased administrative expenses resulting in smaller distributions to Holders of Allowed Claims against the Debtors than proposed under the Plan. Accordingly, the Debtors recommend that Holders of C1aims entitled to vote to accept or reject the Plan support Confirmation and vote to accept the Plan.
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Dated:  April 18,2019            Respectfully submitted, FIRSTENERGY SOLUTIONS CORP.
FE AIRCRAFT LEASTNG CORP.
FIRSTENERGY GENERATION, LLC FIRSTENERGY GENERATION MANSFIELD LTNIT I CORP.
FIRSTENERGY NUCLEAR GENERATION, LLC F IRSTENERGY NUCLEAR OPERATING COMPANY NORTON ENERGY STORAGE L.L.C.
BROUSE MCI}OWELL LPA            AKIN GUMP STRAUSS HAUER & F'ELD LLP Marc B. Merklin (0018195)        Ira Dizengoff (admitted pro hac vice)
Kate M. Bradley (0074206)        Lisa Beckerrnan (admitted pro hac vice)
Bridget A. Franklin (0083987)    Brad Kahn (admitted pro hac vice) 388 South Main Street, Suite 500 One Bryant Park Akron, OH 44311-4407            New York, New York 10036 Telephone: (330) 535-57 I 1      Telephon e: (212) 872- I 000 Facsimile: (330) 253-860 I      Facsimile : (212) 87 2-1002 mmerklin@brouse.com              i d i zengoff@aki ngump. c om kbradley@brouse.com              lbeckerman@akingump. com bfranklin@brouse.com            bkafin@akingump.com
                                            -and-Scott Alberino (admitted pro hac vice)
Kate Doorley (admitted pro hac vice) 1333 New Hampshire Avenue, N.W.
Washinglon, D.C. 20036 Telephone: (202) 887-4000 Facsimile : (202) I 87-428 I salberino@akingump. com kdoorl ey@akingump.com Counselfor Debtors and Debtors in Possession 18-5$757-amk Doc2530 FILED04/18/19 ENTEREDO4lLBl1918:51:48', Page215of215
 
Exhibit A List of Debtors 18-50757-amk Doc,2530-L FlLED 04/18/19 ENTERED 04/1-8/1-9 1-B:51:48 Page 1. ot:2
 
Exhibit A LIST OF DEBTORS FE Aircraft Leasing Corp.
FirstEnergy Generation, LLC FirstEnergy Generation Mansfield Unit I Corp.
FirstEnergy Nuclear Generation, LLC FirstEnergy Nuclear Operating Company FirstEnergy Solutions Corp.
Norton Energy Storage, LLC 18-50757-amk Doc 2530-l- FILED 0471-8f1-9 ENTERED    04/1-8/1"9 1-8:51:48 Paqe 2 of 2
 
Exhihit B Fourth Amended Plan of Reorganization See Docket Entry No. 2529 1-8-50757-amk Doc 2530-2 FILED 04/18/19 ENTERED g4/18/l-9 18:51:48 Page 1 of l-
 
UNITEI} STATES BAFIKRUPTCY COURT NORTIIERN DISTRICT OF OHIO EASTERN DTVISION
                                                                  )      Chapter 1l In re:                                                          )
                                                                  )      Case  No. l8-50757 FIRSTENERGY SOLUTIONS CORP., et al.,t                            )      (Jointly Administered)
                                                                  )
Debtors.                                                        )
                                                                  )      Hon. Judge Alan M. Koschik
                                                                  )
FOURTH AMENI}EI} JOINT PLAN OF'REORGANIZATION OF FIRSTENERGY SOLUTIONS CORP.. ET,,il.. PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
  ' The Debtors in these chapter l1 cases, along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp. (9245), case no. l8-50759; FirstEnergy Generation, LLC (0561), case no.
18-50762; FirstEnergy Generation Mansfield Unit I Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. l8-50760; FirstEnergy Nuclear Operating Company (1483), case no. 18-50761; FirstEnergy Solutions Corp. (0186); and Norton Energy Storage L.L.C. (6928), case no. 18-50764. The Debtors' address is: 341 White Pond Dr., Akron, OH 44320.
18-50757-amk Doc          2529      FILED O4l1Bl19 ENTERED 04/18lL9 LB:23:25 Page L of LZL
 
TABLE OF CONTENTS Page ARTICLE I. DEFINED TERMS, RULES OF INTE,RPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW                                                                              I A.      Defined Terms.                                                                    .......... 1 B.      Rules of Interpretation.                                                                  32 C.      Computation of Time.                                                        .............33 D.      Governing Law.                                                                            --
                                                                                                  ....... JJ E.      References to Monetary Figures.                                                ...........33 ARTICLE IT. ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS                                              JJ A.      Administrative Claims.                                                                    34
: l.      General Administrative Claims....                                                34
: 2.      Postpetition Inter-Debtor Claims.                                                34 J.      Professional Compensation..                                                      35 B.      Priority Tax Claims..............                                                          36 ARTICLE ITI. CLASSIFICATION AND TREATME,NT OF CLAIMS AND INTERESTS..........                            36 A.      Classification of Claims and Interests...........                                          36 B.      Treatment of Claims and Interests..........                                                39 C.      Special Provi sion Governing Unimpaired Claims.                                            65 D.      Elimination of Vacant Classes.                                                            65 E.      Confirmation Pursuant to Sections 1129(aXl0) and 1129(b) of the Bankruptcy Code.                                                                                      66 F.      Controversy Concerning Impairment                                                          66 G.      Equity Election Conditions. ............                                                  66 ARTICLE fV. MEANS FOR IMPLEMENTATION OF THE PLAN                                                        67 A.      Plan Settlement.                                                                          67
: l.      FESettlementAgreement............                                                67
: 2. Allocation of FE Settlement Consideration Among the Estates.                            68
: 3. Allocation of FE/FES Revolver Proceeds..........                                        68
: 4. Allocation of Proceeds from Sales of the Bay Shore Power Plant, West Lorain Power Plant and the RE Burger Power Plant.                                68
: 5. Allocation of Administrative Expense Claims and Distributable Value Adjustment Amount                                                            ...68
: 6. Inter-Debtor C1aims.............                                                  .....69
: 7. Settlement of Valuation of the Debtors' Estates and Allocation of Value Among the Debtors' Creditors..........                                            70 B.      Restructuring Transactions.                                                                70
: 1.      Restructuring Transactions, Generally                                            70 n
Implementation of FE Settlement Agreement.                                        71
: 3.      Implementation of Mansfi eld Settlement. .. ... .                                72
: 4.      Implementation of Mansfield Owner Parties' Settlement..............              IJ
: 5.      Issuance and Distribution of New Common Stock.                                    75
: 6.      Effective Date Cash Distribution. ..........                                      75
: 7.      Unsecured Bondholder Cash Pool.                                                  75 L        Dissolution and Liquidation of Certain Debtor Entities.                          76 C.      Sources of Consideration for Plan Distributions..........                                  76
: 1.      Cash on Hand at the Debtors.                                                      77 18-50757-amk Doc      2529      FILED    04/18/19 ENTERED 04/18/Lg 18:23:25 Page 2 ot L?1.
: 2.      New Common Stock.                                                            77
: 3.      FE Settlement Value.                                                        77 D. Corporate Existence                                                                  77 E. Vesting of Assets in Reorganized Debtors                                              77 F. Transfer of FES and/or FENOC Assets to New Entities.                                  77 G. Cancellation of Existing Securities and Agreements.                                  78 H. Corporate Action.                                                                    79 I. FERC Approvals.                                                                      79 J. New Organizational Documents. ............                                            79 K. Directors and Officers of the Reorganized Debtors............                        80 L. Section I 146 Exemption                                                              80 M. Director, Officer, Manager, and Employee Liability Insurance.                        81 N. Management Incentive Plan..                                                          81
: o. Employee Obligations and Management Employment Contracts                              81 P. Transition Working Group Management Agreement.                                        81
: a. Preservation of Causes of Action.........                                            81 R. Payment of Certain Fees.                                                              82 S. Plan Administrator.                                                                  83
: 1. Appointment.                                                                      83
: 2.      Authority                                                                    83
: 3.      Indemnification of Plan                                                      84 T. Environmental Matters                                                                84 ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND LTNEXPIRED LEASES.                                84 A. Assumption and Rejection of Executory Contracts and Unexpired Leases                  84 B. Claims Based on Rejection of Executory Contracts or Unexpired Leases.                8s C. Cure of Defaults for Assumed Executory Contracts or Unexpired Leases.............. 85 D. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases....                                                                            86 E. Indemnification Obligations. ..........                                              86 F. Collective Bargaining Agreement.......                                                87 G. Insurance Policies.                                                                  87 H. Surety Bonds.                                                                        87 I. Modifications, Amendments, Supplements, Restatements, or Other Agreements. .......... 88 J. Reservation of Rights.....                                                            88 K. Nonoccurrence of the Effective Date.                                                  88 L. Contracts and Leases Entered Into After the Petition Date.                            89 ARTICLE VI. PROVISIONS GOVERNTNG DISTRIBUTIONS..........                                          89 A. Timing and Calculation of Amounts to be Distributed.............                      89 B. Disbursing Agent.                                                                    89 C. Rights and Powers of Disbursing Agent.                                                89
: 1. Powers of the Disbursing Agent.                                                    89
: 2. Expenses Incurred On or After the Effective Date                                  90 D. Delivery of Distributions and Undeliverable or Unclaimed Distributions.              90 1        Record Date for Distributions.                                              90 2        Delivery of Distributions.                                                  90 J        No Fractional Distributions                                                  90 4        Minimum Distribution.                                                        90 5        Undel iverable Distributions and Unclaimed Property                          90 6        AI locati on of Di stributions.                                              9l E. Manner of Payment............                                                        9t lt 1-B-50757-amk Doc    2529      FILED 04/18/L9 .ENTERED 04/1-8/19              18:?3.25 Page 3 of 121
 
F. SE C Registration/Exemption                                                                      91 G. Compliance with Tax Requirements.                                                                92 H. No Postpetition or Default Interest on Claims.............                                        92 I. Setoffs and Recoupment.                                                                          92 J. Distributions on Account of Obligations of Multiple Debtors.                                      93 K. Claims Paid or Payable by Third Parties.                                                        93
: 1. Claims Paid by Third Parties.                                                                93
: 2. Claims Payable by Third Parties.                                                              93
: 3.      Applicability of Insurance Policies.                                                    93 ARTICLE VI
 
==I. PROCEDURE==
S FOR RESOLVING CONTINGENT, LINLIQUIDATED, AND DISPUTED CLAIMS .............                                                                          94 A. Allowance of Claims. ............                                                                94 B. Claims Administration Responsihilities.                                                          94 C. Estimation of Claims. ............                                                              94 D. Adjustment to Claims or Interests without Objection                                              94 E. Time to File Objections to Claims or Interests..........                                        9s F. Disputed Claims Reserve.                                                                        95 G. Disallowance of Claims.                                                                          96 H. Amendments to Proofs of Claim or Interest.............                                          96 I. Reimbursement or Contribution.                                                                  96 J. No Distributions Pending Allowance.                                                              97 K. Distributions After Allowance.............                                                      97 ARTICLE VIII. SETTLEMENT, RELEASE, INJTINCTION, AND RELATED PROVISIONS..,......,.97 A. Discharge of Claims and Termination of Interests.                                                    97 B. Release of  Liens.                                                                        ......97 C. Releases by the  Debtors.                                                              .........98 D. Party Releases of the FE Non-Debtor Parties by the Consenting Creditors and the Committee.............                                                                        ...99 E. Releases of the Debtor Released Parties, FE Non-Debtor Released Parties and Other Released Parties by Third Parties and Holders or Claims or Interests............ ........99 F. Exculpation...........                                                      ................ l0l G. Injunction                                                                    ............... 102 H. PBGC.                                                                                    ..... 102 I. Environmental Liabilities..............                                                ....... 102 J. Protections Against Discriminatory Treatment..............                                .... 103 K. Recoupment. .........                                                        ................ 103 L. Document Retention. ...........                                              ................ 103 ARTICLE [X. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE, PLAN                                                                                    .... 103 A. Conditions Precedent to Confirmation of a Plan.                                                103 B. Conditions Precedent to the Effective Date.                                            ...... 104 C. Waiver of Conditions.                                                            ........... 105 D. Effect of Failure of Conditions.                                                  ........... 105 ARTTCLE X. MODIFICATION, REVOCATION, OR WITHDRAV/AL OF THE PLAN................... I06 A. Modification and Amendments.........                                                          ... 106 B. Effect of Confirmation on Modifications.                                                        r06 C. Revocation or Withdrawal of Plan.                                                          ...... 106
: l.      Revocation or Withdrawal of the Plan.                                              .. 106
: 2. Consequence of Withdrawal of the Plan.                                                      106 lll 18-50757-amk Doc    2529    FILED 04/LB/L9 ENTERED 04/18f.9              18.23:25 Page 4 ot L?1,
 
ARTICLE XI. RETENTION OF JURISDICTION                                                  ..... IO7 ARTICLE XII. MISCELLANEOUS        PROVISIONS....                              .............. 109 A. Immediate Binding  Effect.                                                  .... 109 B. Additional Documents............                                    ............. 109 C. Payment of Statutory Fees.                                                    ... 109 D. Statutory Committee and Cessation of Fee and Expense Payment......,...  ........ 109 E. Substantial Consummation.                                                          ll0 F. Reservation of Rights..........                                                .. 110 G. Successors and Assigns.                                                            110 H. Notices.                                                                      ... 110 I. Term of Injunctions or Stays.......                                    ......... I 12 J. Entire Agreement............                                              ...... 113 K. Exhibits.                                                                      .. I 13 L. Nonseverability of Plan Provisions..............                          ....... 113 M      Votes Solicited in Good Faith.                                      ............. 113 N. Waiver or Estoppel.                                                                113
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INTRODUCTION The Debtors propose this fourth amended joint plan of reorganization (the "Plan") for the resolution of the outstanding claims against, and interests in, the Debtors pursuant to the Bankruptcy Code. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors' history, businesses, assets, results of operations, historical finaricial information, events during the Chapter 1l Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Chapter 1l Cases have been consolidated for procedural purposes only and are being jointly administered pursuantto an order of the Bankruptcy Court. Accordingly, the Plan constitutes a separate plan of reorganization for each of the Debtors.
ALL HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE, PLAN ARE ENCOURAGED TO READ THE, PLAN AND THE DISCLOSURE, STATEMENT IN THEIR E,NTIRETY BEFORE VOTING TO ACCE,PT OR REJECT THE PLAN.
ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, ANI} GOVERNING LAW A.        Defined Terms.
As used in the Plan, capitalized terms have the meanings set forth below.
: l.      "503(bX9) Claim" means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(bX9) of the Bankruptcy Code.
: 2. "Ad Hoc Noteholder ' means the ad hoc group of certain Holders of (i) pollution control revenue bonds supported by PCNs issued by FG and NG and (ii) the FES Notes in each case that are signatories to the Restructuring Support Agreement (and any such Holder that may become, in accordance with Section 6 of the Restructuring Support Agreement, a signatory thereto) represented by Kramer Levin Naftalis & Frankel LLP and GLC Advisors & Co.
: 3. "Administrative Cldm" means a Claim for costs and expenses of administration of the Estates under sections 503(b) (including 503(bxg) Claims), 507(b), or l11a(e)(2) of the Bankruptcy Code, including: (i) the actual and necessary costs and expenses incurred after the Petition Date through the Effective Date of preserving the applicable Estates and operating the businesses of the Debtors; (ii)
Allowed Professional Fee Claims; and (iii) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. $$ l9l l-1930.
: 4. "Administrative Clffi"                  means the deadline for Filing requests for payment of Administrative Claims, other than Professional Fee Claims, any obligations arising in the ordinary course of the Debtors' business with respect to post-petition accounts payable which by their terms become due and owing after the Effective Date, and any post-petition obligations owed to employees, former employees, and retirees of the Debtors, which deadline shall be 30 days after the Effective Date.
: 5.      "AE$upply"    means Allegheny Energy Supply Company LLC, an FE Non-Debtor Party.
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: 6.      "AE Supply/FES Note" means that certain Revolving Credit Note, dated June 29, 2016, by and among FES, as borrower, and AE Supply, as lender, as amended.
: 7. "Affiliate" has the meaning set forth in section 101(2) of the Bankruptcy Code, except that for the avoidance of doubt, unless specifically articulated in this PIan, no FE, Non-Debtor Party will be considered an Affiliate of any Debtor. With respect to any Person that is not a Debtor (other than any FE, Non-Debtor Party), the term "Affiliate" shall apply to such person as if the Person were a Debtor.
: 8. "Allocated Adminis                          ' means those Estimated Administrative Expenses that were allocated among the Debtor entities in accordance with the Plan Settlement.
: 9. "Allowed" means with respect to any Claim or Interest, except as otherwise provided herein: (i) a Claim or Interest as to which no objection has been Filed prior to the Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, timely Filed by the applicable Bar Date or that is not required to be evidenced by a Final Proof of Claim or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (ii) a Claim or Interest that is scheduled by the Debtors as neither disputed, contingent, nor unliquidated, and as for which no Proof of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; or (iii) a Claim or Interest that is upheld or otherwise allowed (a) pursuant to the Plan, (b) in any stipulation that is approved by the Bankruptcy Court, or (c) by Final Order (including any such Claim to which the Debtors had objected or which the Bankruptcy Court had disallowed prior to such Final Order); provided, however, that any Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court will not be considered "Allowed" under the Plan; provided further, however, that unless otherwise expressly specified in the Plan, the Consummation and the occurrence of the Effective Date is not intended to impair the right of any Holder or any of the Indenture Trustees to prosecute and appeal from, or otherwise petition for review of, any order or judgment of the Bankruptcy Court (or any other court of competent jurisdiction) disallowing any Claim; provided, further, for the avoidance of doubt, all parties reserve all rights in connection with any such appeal or petition, including (i) the right of any party to move for the dismissal of any such appeal or petition on grounds of equitable mootness or any other prudential basis and (ii) the right of any Holder or any of the Indenture Trustees to oppose any such appeal or petition on any grounds, including on grounds that the relief sought in the appeal or petition is contemplated by or provided for under the Plan. Except as otherwise specified in the Plan or any Final Order, the amount of an Allowed Claim shall not include interest or other charges on such Claim from and after the Petition Date. Notwithstanding anything to the contrary herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable.
: 10.    *'Assets" means, with respect to any Debtor, all of such Debtors' right, title and interest of any nature in property of any kind, wherever located, as specified in section 541 of the Bankruptcy Code.
For the avoidance of doubt, with respect to any Debtor, all of such Debtor's rights and benefits under any license, permit, or other governmental or quasi-governmental undertaking or action shall constitute an interest in property.
1 1.    "Assumed Executory C                                  " means any Executory Contracts or Unexpired Leases to be assumed by a Debtor          (with  proposed cure amounts) as reflected in the Plan Supplement and as may be further amended or modified by inclusion in the Plan Supplement, and any Executory Contracts and Unexpired Leases previously assumed by a Debtor by an order of the Bankruptcy Court. For the avoidance of doubt, none of the PPA Appeal Proceeding Contracts shall be deemed to be Assumed Executory Contracts.
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: 12.      "Bankruptcy Code" means title l1 of the United States Code, 1l U.S.C. $$ 101-1532,      as amended from time to time.
: 13.      "Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Ohio having jurisdiction over the Chapter 11 Cases or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of any reference under 28 U.S.C. $ 157, the United States District Court for the Northern District of Ohio.
: 14. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court.
: 15.    "Bar Date" means the applicable date established by the Bankruptcy Court          by which respective Proofs of Claim and Interests must be filed.
: 16.    "BQIDA" means the Beaver County Industrial Development Authority.
: 17. "Business Day" means any day, other than a Saturday, Sunday, or "legal holiday" (as defined in Bankruptcy Rule 9006(a)).
: 18.    (6cash" means cash and cash equivalents, including bank deposits, checks, and other similar items in legal tender of the U.S., less the amount of any outstanding checks or transfers at such time.
: 19. "Causes of Action" means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, in contract, tort, law, equif, or otherwise. Causes of Action also include: (i) all rights of setoff, counterclaims, or recoupment and claims under contracts or for breaches of duties imposed by law; (ii) the right to object to or otherwise contest Claims or Interests; (iii) claims pursuant to sections 362,570,542,543,544 through 550, or 553 of the Bankruptcy Code; and (iv) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.
20- "Chapter 11 Cases" means, collectively: (i) when used with reference to a particular Debtor, the case pending for that Debtor under chapter I I of the Bankuptcy Code in the Bankruptcy Court; and (ii) when used with reference to all the Debtors, the procedurally consolidated and jointly administered chapter I I cases pending for the Debtors in the Bankruptcy Court.
21-    "Claip"  means any claim, as defined in section  l0l(5) of the Bankruptcy    Code, against any of the Debtors.
: 22. "Claims and Noticing Agent" means Prime Clerk LLC, retained as the Debtors' notice and claims agent pursuant to the Order Authorizing Retention and Appointment of Prime Clerk LLC as Claims, Noticing and Solicitation Agent Nunc Pro Tunc to the Petition Date [Docket No. 152].
: 23. "Claims Objection Deadline" means the later of, (i) the date that is 240 days after the Effective Date; and (ii) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of the deadline to object to Claims or Interests.
a J
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: 24.      "ele!!0E legister" means the official register of Claims maintained by the Claims and Noticing Agent.
o'Class'o
: 25.                means a category of Claims or Interests as set forth in Article III of the Plan.
: 26.      "CM/ECF" means the Bankruptcy Court's Case Management and Elechonic Case Filing system.
: 27.      "COBRA" means Section 49808 of the Internal Revenue Code and Part 6 of Subtitle B of Title 1 of the Employee Retirement Income Security    Act of 1974.
: 28.      "COBRA Costs" means any costs (other than any indirect costs relating to human resources management services) horne by the FE Non-Debtor Parties for compliance with COBRA under any group health plan of the FE, Non-Debtor Parties related to a Debtors' Current Employee or a Debtors' Former Employee or a dependent of any such person.
: 29.      "Committee" means the statutory committee        of  unsecured creditors appointed        in  the Chapter  1 I Cases pursuant to section I I02 of the Bankruptcy Code by the U.S. Trustee on      April I l,  201 8, the membership of which may be reconstituted from time to time.
: 30.      "Confirmation" means the entry of the Confirmation Order on the docket of the Chapter 1 1 Cases, subject to the conditions precedent to Confirmation set forth in Article IX of the Plan.
: 31. "Confirmation Date" means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021, subject to the conditions precedent to Confirmation set forth in Article IX of the Plan.
: 32. "Confirmation Hearind'means the one or more hearings held by the Bankruptcy Court to consider Confirmation of the Plan as to one or more Debtors pursuant to section ll29 of the Bankruptcy Code.
: 33.      "Confirmation Order" means the order of the Bankruptcy Court confirming the Plan with respect to the Debtors pursuant      to section 1129 of the Bankruptcy Code, which shall be in form and substance reasonably acceptable to the Debtors, the FE Non-Debtor Parties (solely to the extent provided in the FE, Settlement Agteement), the Requisite Supporting Parties, the Mansfield Owner Parties (solely to the extent provided for in the Restructuring Support Agreement) and the Committee.
: 34.      "Consensual Third Partv Releases" means the releases provided to the Debtor Released Parties, the Other Released Parties and the FE Non-Debtor Released Parties set forth in Article VIII.E of the Plan.
: 35.      o'Consent and Waiver" means that certain Consent and Waiver Agreement between the Debtors and the FE, Non-Debtor Parties entered into as of April 18, 2019.
: 36.      "Consent and Waiver Order" means the order of the Bankruptcy Court dated May                I  l, 2019, approving the Consent and Waiver.
: 37. "Consent Decrees" means collectively, the (i) consent decree between FG and the Commonwealth of Pennsylvania Department of Environmental Protection with respect to a solid waste disposal impoundment known as "Little Blue Run" which consent decree was entered into on December 14,2012; (ii) the consent adjudication between FG and the Sierra Club and Pennsylvania Department of 4
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Environmental Protection with respect to a solid waste disposal site known as "Hatfield's Ferry" which was entered into on September 11, 2017; (iii) consent order and agreement between FG and the Commonwealth of Pennsylvania Department of Environmental Protection with respect to on-going groundwater abatement at the Mansfield Plant which was entered into on November23,2010; and (iv) consent order and agreement between FG and the Pennsylvania Department of Environmental Protection with respect to the air emissions and certain emission limits from the Mansfield Plant which was entered into on September 21,2017.
: 38.      "Consentins Creditors" has the meaning ascribed      to such term in the  Restructuring Support Agreement.
: 39. "Consenting Owner Participant" means          Metlife (in its capacity as Mansfield  Owner Participant of the respective Mansfield 2007 Trusts A-E).
: 40.                    Owner Trustee" means (i) collectively, Mansfield 2007 Trusts A-E, represented  in each case by U.S. Bank (in its capacity as owner trustee for each such trust) and (ii) as applicable, U.S. Bank in its individual capacity and/or its capacity as owner trustee for Mansfield 2007 Trusts A-E.
: 41.      "Consummation" means the occurrence of the Effective Date.
: 42. "Convenience Claim" means a General Unsecured Claim that is either (i) in an amount that is equal to or less than $1,000,000 or (ii) in an amount that is greater than $1,000,000, but with respect to which the Holder of such General Unsecured Claim voluntarily and irrevocably reduces the aggregate amount of such Claim to $1,000,000 or less pursuant to avalid election by the Holder of such General Unsecured Claim made on its Ballot on or before the Plan Voting Deadline.
: 43. "Cure Claim" means a Claim based upon the Debtors' monetary defaults under any Executory Contract or Unexpired Lease at the time such Executory Contract or Unexpired Lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code.
: 44.      ooDebtor" means one of the Debtors, in its individual capacity as a debtor and debtor in possession in its respective Chapter 11 Case.
: 45. "Debtor Released Partief' means each of the Debtors and the Reorganized Debtors and, with respect to the Debtors, their current and former Affiliates (other than the FE Non-Debtor Parties),
and the Debtors' and their current and former Affiliates' (other than the FE Non-Debtor Parties) current and former directors, managers (including all Independent Directors and Managers), officers, predecessors, successors and assigns, subsidiaries, and each of their respective current and former officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.
: 46.      "Debtor Releases" means the release set forth in Article VIII.C.
: 47.      "De!1!ors" means, collectively, FES, FG, NG, FENOC, FGMUC, FE Aircraft and Norton.
: 48. "Debtors' Current Employees" means, collectively, any employee that is assigned to a Debtor company code in the SAP System of Record as of the Effective Date. For the avoidance of doubt, no employee that is assigned to an FE Non-Debtor Parly's company code in the SAP System of Record as of the Effective Date shall be considered a Debtors' Current Employee.
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49...''means,collectively,anyformeremployeethatwas assigned to a Debtor company code in the SAP System of Record prior to but not as of the Effective Date, provided, however, that a person shall not be considered a Debtors' Former Employee if, as of the Effective Date, he or she is assigned to a Debtor or FE Non-Debtor company code in the SAP System of Record, and, provided, further, however, that a person shall only be a Debtors' Former Employee if prior to the Effective Date his or her last assignment of company code in the SAP System of Record was with a Debtor.
: 50. "Debtors' Incentive and Retention Plans" means the 2019 FES Short-Term Incentive Plan, the 2019 FENOC Short-Term Incentive Plan, the 2019 FES Annual Incentive Plan, the 2019 FENOC Annual Incentive Plan, the 2018 FENOC Key Employee Retention Plan as approved by the Bankruptcy Court [Docket No. 1782] and any other employee retention plans approved by the Bankruptcy Court prior to the Effective Date.
: 51. "Debtors' Retirees" means, collectively, any of the Debtors' Former Employees who, as of the effective date under the FE Settlement Agreement, have terminated employment from a Debtor after satisffing the age and service requirements for retirement under the applicable employee benefit plan.
: 52. "Deferred Compensation Claims" means claims related to the participation of the Debtors' Current Employees and the Debtors' Former Employees in the Deferred Compensation Plans.
: 53. "Deferled Compensation Plans" means, collectively, the (i) FirstEnergy Corp.Amended and Restated Executive Deferred Compensation Plan, effective as of November 1,2015 (including with respect to the supplemental pension benefit set forth therein, i.e., the non-qualified pension benefit); (ii)
FirstEnergy Corp.Supplemental Executive Retirement Plan, amended and restated as of January 1,2005 and further amended December 37,2010, as amended by AmendmentNo. 1 effective as of January 1, 2012; and (iii) FirstEnergy Corp. Cash Balance Restoration Plan, effective as of January l,?014.
: 54. "Disbursins Ag:ent" means the Plan Administrator; provided, however that the Indenture Trustees shall serve as the Disbursing Agent for Holders of the Unsecured PCN Claims, FES Notes Claims and Mansfield Certificate Claims, as applicable.
: 55. "Disclosure Statement" means the Disclosure Statement for the Fourth Amended Joint PIan of Reorganization of FirstEnergt Solutions Corp., et al., Pursuant to Chapter I I of the Banlvuptcy Code, dated [ ] [Docket No. l, including all exhibits and schedules thereto, as approved pursuant to the Disclosure Statement Order.
: 56.    "Disclosure Statement Order" means the Order (a) Approving the Disclosure Statement, (b) Establishing the Voting Record Date, Voting Deadline and Other Dates, (c) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on the Plan and for Filing Objections to the Plan, and (d)
Approving the Manner and Forms of Notice and Other Related Documenfs [Docket No. _1.
: 57.    "Disputed" means with regard to any Claim or Interest, a Claim or Interest that is not Allowed.
: 58. "Disputed Claims Res " means a reserve consisting of Cash and New Common Stock (including any corresponding portion of the Effective Date Cash Distribution), in amounts determined by the Debtors, in consultation with the Requisite Supporting Parties and the Committee, unless otherwise ordered by the Bankruptcy Court, to the extent Holders elect to receive New Common Stock as set forth 6
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herein, reserved for distributions on account of Disputed Claims that are subsequently Allowed after the Effective Date.
: 59.      "Distributable Value" means (i) with respect to FENOC, the FENOC Distributable Value, (ii) with  respect to FES, the FES Distributable Value, (iii) with respect to FG, the FG Distributable Value, (iv) with respect to FGMUC, the FGMUC Distributable Value, and (v) with respect to NG, the NG Distributable Value.
: 60.      "Distributable Value Adjustment Amount" means, with respect to each Class of General Unsecured Claims and Unsecured Bondholder Claims (other than any Classes of Inter-Debtor Claims or Convenience Claims), its share, based on the respective Distributable Value Splits for such Class, of the amount equal to (i) the diflerence between, on the one hand, (a) the aggregate value of the actual amount of Cash on the Effective Date other than the proceeds from the FEffES Revolver as of the Eflective Date and cash held in escrow account numbers xxxxxxx0085 and xxxxxxx8799 and (b) the aggregate value of the projected amount of Cash as of the Effective Date other than the proceeds from the FE/FES Revolver as of the Effective Date and cash held in escrow account numbers xxxxxxx0085 and xxxxxxx8799, incorporated into Exhibit A to the Plan Term Sheet, on the other hand, whether positive or negative and (ii) the difference between (a) the aggregate estimated Allowed amount of Administrative Claims, Priority Tax Claims, Other Priority Claims and Other Secured Claims on the Effective Date as estimated on the Effective Date, on the one hand and, (b) the aggregate Estimated Administrative Expenses, on the other hand, whether positive or negative.
: 61. "Dishibutable Value Split" means, with respect to each Class of General Unsecured Claims and Unsecured Bondholder Claims (other than any Classes of Inter-Debtor Claims or Convenience Claims), the ratable share of the aggregate Unsecured Distributable Value, after taking into account adjustments for the reallocation of the Reallocation Pool, the NG Reallocation Pool, and the FENOC/FES Claims Reallocation, as applicable, available for distribution to Holders of Allowed Claims of that particular Class, which shall be as set forth on Exhibit A to the Plan, subject only to adjustment based on the actual recoveries (to the extent different from estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Unsecured Claims asserted against the applicable Debtors.
: 62. "Distribution" means any initial        or periodic payment or transfer of consideration to holders of Allowed Claims made under this Plan.
: 63.      "Distribution Date" means the Initial Distribution Date and any Periodic Distribution Date thereafter.
: 64.      "Distribution Reco        " means other than with respect to any publicly-held securities, the record date for purposes of making distributions under the Plan on account of Allowed Claims, which date shall be seven days prior to the Effective Date.
: 65.      66Dre" means the Depository Trust Company.
: 66. "Effective Date" means the Business Day upon which all of the conditions to Consummation of the Plan as set forth in Article IX.B have been satisfied or waived as provided in Article IX.C of the Plan, and is the date on which the Plan becomes effective.
: 67. "Effective Date Cash Distribution" means an amount of cash that may be determined prior to the Effective Date hy the Requisite Supporting Parties and the Debtors, in consultation with the 7
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Committee, to be distributed to all Holders of Unsecured Claims that are to receive New Common Stock under the Plan, as described in Article IV.B.S of the Plan.
: 68.      "Electing Bondholder" means a Holder of an Allowed Unsecured Bondholder Claim who has opted to elect to receive, in lieu of New Common Stock, all or a portion of its recovery in Cash based upon its Pro Rata portion of the Unsecured Bondholder Cash Pool.
: 69.      "EIiEo'shall have the meaning    set forth in section 101(15) of the Bankruptcy Code.
: 70.      "Environmental Lawo'means all federal, state, and local statutes, regulations, ordinances and similar    provisions    having the force or effect of law concerning pollution or protection of the environment, or environmental impacts on human health and safety, including without limitation, the Atomic Energy Act; the Comprehensive Environmental Response, Compensation, and Liahility Act; the Clean Water Act; the Clean Air Act; the Emergency Planning and Community Right+o-Know Act; the Federal Insecticide, Fungicide, and Rodenticide Act; the Nuclear Waste Policy Act; the Resource Conservation and Recovery Act; the Safe Drinking Water Act; the Surface Mining Control and Reclamation Act; the Toxic Substances Control Act; and any state or local equivalents.
: 71.      "Equitv Election Conditions" means the conditions set forth in Article III.G.
: 72.      "Equity Election Rec            ' means January 23, 2019 or such later date as may be agreed to by the Debtors with the consent of the Requisite Supporting Parties and the Committee.
: 73. "ru"            means the Employee Retirement Income Security          Act of 1974,29 U.S.C.
  $$ 1001-1461 as amended, and the regulations promulgated thereunder.
: 74.      66Estate" means, as to each Debtor, the estate created for the Debtor in its Chapter I I Case pursuant to section 541 of the Bankruptcy Code.
: 75. "Estimated Administrative Expenses" means the aggregate estimated amount as of the Effective Date of Administrative Claims, Priority Tax Claims, Other Priority Claims and Other Secured Claims with respect to each Debtor, which amount was estimated for the purposes of the Plan Sefflement and is equal to $216,905,308.
            '16. "Exculpated Parties" means, collectively, and in each case in its capacity as such: (i) the Debtors; (ii) the FE Non-Debtor Parties; (iii) the Indenture Trustees; (iv) the Consenting Creditors; (v) the Committee and each of its members, in their capacities as such; (vi) the FE Owner Trustee; and (vii) with respect to each of the foregoing Entities in clauses (i) through (vi), such Entity and its current and former Affiliates and members (except any such member of the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, or the FES Creditor Group that voted to reject the Plan and has not changed its vote to accept the Plan by the Confirmation Date), and such Entities' and their current and former Affiliates' current and former directors, managers (including all Independent Directors and Managers),
officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, managed/advised funds or accounts, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees' agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.
: 77.      "Executory Contract" means a contract to which one or more of the Debtors is a party and that is subject to assumption or rejection under section 365 of the Bankruptcy Code.
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: 78.      "FE Aircraft" means Debtor FE Aircraft Leasing Corp.
: 79.      "FE Aircraft Cash Distribution Pool" means, to the extent there are any            General Unsecured Claims Against FE, Aircraft, Cash in the amount of $19,900,000.
: 80.      "FE Consolidated Tax Group" means, until the tax year immediately following            the Effective date, the FE Non-Debtor Parties and the Debtors, collectively.
: 81.      o'FE Corp." means FirstEnergy Co.p., an FE Non-Debtor Party and the ultimate parent of each of the Debtors.
: 82.      "FE Non-Debtor Parties" means, collectively, the Debtors' non-Debtor Affiliates, including FE Corp,    as listed on Exhibit C attached to the Plan.
: 83. "FE Non-Debtor Released Parties" means, collectively, the FE Non-Debtor Parties and each of their respective current and former officers, directors, members, shareholders, employees, advisors, attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives (including their respective officers, directors, employees, members and professionals),
each solely in their capacity as such.
: 84. "FE Owner Parties" means, collectively, FE Corp. (in its capacity as Mansfield Owner Participant of Mansfield 2007 Trust F) and the FE Owner Trustee.
: 85. "FE Owner Trustee" means (i) Mansfield 2007 Trust F, represented in each case by U.S.
Bank in its capacity urs owner trustee for such trust, and (ii) where applicable, U.S. Bank in its individual capacity and in its capacity as owner trustee for Mansfield 2007 Trust F.
: 86. "FE Postpetition Agreements" means (i) the Amended and Restated Service Agreement dated as of September 2'7 , 2018 by and among FESC, FES on behalf of itself and its direct and indirect subsidiaries, (ii) the Separation Agreement dated as of September 27,2018 by and among the Debtors, FE Cotp., FESC and Ohio Edison Company, (iii) the Information Technolory Separation Agreement dated as of November 16, 2018 by and among the Debtors, FE Corp. and FESC, (iv) the Pleasants Purchase Agreement, (v) the Tax Matters Agreement and (vi) any agreed upon amendments to (i) through (v).
: 87. "FE Settlement Agreemffi" means the Settlement Agreement dated as of August 26, 2018, by and among (i) the Debtors, (ii) the FE Non-Debtor Parties, (iii) the Ad Hoc Noteholder Group, (iv) the Mansfield Certificateholders Group, and (v) the Committee and approved by the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order. A copy of the FE Settlement Agreement is attached to the Plan as Exhibit B.
: 88. "FE Settlement Cash" means the cash settlement payment described in Section 2.1 of the FE Settlement Agreement in an amount equal to $225,000,000, which amount shall not be subject to any setoff or reduction.
: 89.      "FE Settlement    Dir                  " means the FE Settlement Value other than the waivers of Claims.
: 90.      "FE Settlement Order" means the Order Granting Motion of Debtors to              Approve Settlement Among the Debtors, Non-Debtor Affiliates and Certain Other Settlement Parties Pursuant to l1  U.S.C. $S 105,    36i,355, and 502 and Rule 9019 of the Federal Rules of Banlvuptcy Procedure
[Docket No. I465].
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91...@,meanstheoverallvaluecontributedbytheFENon.DebtorParties to the Debtors' Estates pursuant to the FE Settlement Agreement, including, but not limited to (i) the FE Settlement Cash, (ii) the New FE Notes, (iii) the Pleasants Power Plant, (iv) payments under the Tax Allocation Agreement, (v) credits for shared services and other operational support, and (vi) waivers of certain Claims as set forth in the FE Settlement Agreement.
: 92.      "FEffES Revolver" means that certain $700,000,000 credit agreement, consisting of a
  $500,000,000    revolver  facility and a $200,000,000 surety bond credit facility, dated December 6,2076, by and among FE Corp. as lender, FES as borrower, and FG and NG as guarantors, as the same has been modified, amended, supplemented, or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto.
: 93. "Federal Judement Rate" means the rate of interest calculated pursuant to the provisions of 28 U.S.C. $ 1961, which shall he a rate equal to the weekly average l-year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System, as of the Petition Date, which rate was Z.AgYo, compounded annually.
: 94.      "FENOC" means Debtor FirstEnergy Nuclear Operating Company.
: 95. "FENOC Distribut# " means fi144,462,279, which shall be comprised of the following assets: (i) all cash in FENOC bank accounts, which cash shall be fixed at $38,000,000, (ii) the value of FENOC's assets, (iii) 2.7% of the FE Settlement Value and (iv) the FENOC Inter-Debtor Recovery, subject only to adjustment based on the actual recoveries (to the extent different from estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Unsecured Claims asserted against the applicable Debtors.
: 96.      "FENOC Inter-Debtor Recovery" means the recovery on account of all Inter-Debtor Claims owed to FENOC.
: 97. "FENOC-FES Claim Reallocation" means $12,500,000 of the aggregate Unsecured Distributable Value otherwise available for distribution to the Holders of Unsecured Bondholder Claims, which shall be re-allocated to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims.
: 98. "FENOC-FES Unsecured Claims" means any General Unsecured Claim, other than Inter-Debtor Claims, against both FENOC and FES (and only FENOC and FES).
: 99. "FENOC Unsecured Di                          " means the value available for distribution to Holders of Allowed Unsecured Claims against FENOC, which shall be determined by calculating the FENOC Distributable Value /ess (i) the payment of Allocated Administrative Expenses allocated to FENOC in accordance with the Plan Settlement and as set forth on Exhibit A to the Plan Term Sheet, (ii)
Other Secured Claims Allowed against FENOC, as set forth on Exhibit A to the Plan Term Sheet and (iii)
Administrative Claims arising from postpetition Inter-Debtor Claims Allowed against FENOC, pursuant to the Plan Settlement.
100. "FENOC Single-Box Unsecured Claim" means any General Unsecured Claim, other than Inter-Debtor Claims, against only FENOC.
101 . ,.W"        means the Federal Energy Regurlatory Commission.
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102. "FERC-Jurisdictiona[ Debtors" means all of the Debtors subject to FERC's jurisdiction, including, without limitation, FES, FG, NG, and FGMUC.
103.      "FES" means Debtor FirstEnergy Solutions Corp.
104. "FES Creditor Group" has the meaning ascribed to such term in the Restructuring Support Agreement.
105. "FES Distributable Value" means $2,030,487,341, which shall be comprised of the following assets: (i) the projected amount of Cash in the FES bank accounts, other than the proceeds from the FEffES Revolver as of the Effective Date and cash held in escrow account numbers xxxxxxx0085 and xxxxxxx8799,that was incorporated into Exhibit A to the Plan Term Sheet; (ii) the value of the FES retail business; (iii) any surplus proceeds of the FE Aircraft Cash Distribution Pool after satisfaction of any Allowed General Unsecured Claims against FE Aircraft; (iv) $475,000,000 of the proceeds from the FE/FES Revolver; (v) 57.5o/o of the FE Settlement Value; (vi) the value of the Interests in FE Aircraft held by FES; and (vii) the FES Inter-Debtor Recovery, subject only to adjustment based on the actual recoveries (to the extent different from estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Unsecured Claims asserted against the applicable Debtors.
106. "FES Inter-Debtor k              ' means the recovery on    account of all Inter-Debtor Claims owed to FES.
107.      "FES Notes" means, collectively, those certain:  (i) 6.05% senior unsecured notes due 2021; and  (ii) 6.80% senior unsecured notes due 2039, in each case issued under the FES Notes Indenture.
l08...M,means,collective[y,anyClaimsevidencedby,arisingunder,orin connection with the FES Notes Indenture, the FES Notes, or other agreements related thereto.
109. "FES Notes Indenture" meails that certain Indenture, dated as of August 1,2009, between FES and the FES Notes Indenture Trustee, as the same has been modified, amended, supplemented, or otherwise revised from time to time, including by the First Supplemental Indenture, dated as of August 1, 2009, and together with all instruments, documents, and agreements related thereto.
110. "FES Notes Indenture Trustee" means The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the FES Notes Indenture.
1l l.    "FES-Only Administrative Expenses" means,    if applicable, any Allowed Administrative Claims arising from the PPA Appeal Proceeding Contracts.
ll2.    "FES Single-Box Unsecured Claim" means any General Unsecured Claim against only FES 113. "FES Ta,x Overpayment" means any overpayment that may have been made to certain            of the Debtors by FE, Corp. pursuant to the Tax Allocation Agreement for the tax year 2017.
I14. "FES Unsecured Distributable Value" means the value available for distribution to Holders of Allowed Unsecured Claims against FES, which shall be determined by calculating the FES Distrihutable Value /ess (i) the payment r,of (x) Allocated Administrative Expenses allocated to FES in accordance with the Plan Settlement as set forth on Exhibit A to the Plan Term Sheet and (y) FES-Only 11 18-50757-amk Doc          2529      FILED 04/18/1-9 ENTERED 04/18/19 1-8:23:25 Page 16 of 121-
 
Administrative Expenses, (ii) Other Secured Claims Allowed against FES, as set forth on Exhibit A of the Plan Term Sheet, and (iii) Administrative Claims arising from postpetition Inter-Debtor Claims Allowed against FES pursuant to the Plan Settlement.
I15.    (EFESC" means FirstEnergy Service Company, an FE Non-Debtor Party.
I16.    ((FG" means Debtor FirstEnergy Generation, LLC.
117.o.@,,means$1,093,l23,280,whichshal[becomprisedofthe following assets: (i) the value of FG's assets; (ii) $25,000,000 of proceeds from the FEffES Revolver; (iii) the value of the membership interests in Norton, if any; (iv) 23.a% of the FE Settlement Value; and (v) the FG Inter-Debtor Recovery, subject only to adjustment based on the actual recoveries (to the extent different from estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Unsecured Claims asserted against the applicable Debtors.
I 18.  "FG Inter-Debtor Recovery" means the recovery on account of all Inter-Debtor Claims owed to FG.
119. "FG Mortsage" means that certain Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008, as amended and supplemented, by and between FG and UMB Banh National Association, as successor trustee.
120.    "FG Mortgage Indenture Trustee" means UMB Bank, National Association, as successor trustee under the FG Mortgage, solely in its capacity as such.
121.    "FG Single-Box Unsecured Claim" means any General Unsecured Claim against only FG 122. "FG Unsecured Distributable Value" means the value available for distribution to Holders of Allowed Unsecured Claims against FG, which shall be determined by calculating the FG Distributable Value /ess (i) the payment of Allocated Administrative Expenses allocated to FG in accordance with the Plan Settlement as set forth on Exhibit A to the Plan Term Sheet, (ii) Other Secured Claims Allowed against FG, as set forth on Exhibit A to the Plan Term Sheet, (iii) the value of the Secured FG PCN Claims being reinstated or paid in full in accordance with the Plan, and (iv)
Administrative Claims arising from postpetition Inter-Debtor Claims Allowed against FG pursuant to the Plan Settlement.
123.    "FG.MUC" means Debtor FirstEnergy Generation Mansfield Unit      1 Corp.
124. "FGMUC Distributable Value" means $133,976,275, which shall be comprised of the following assets: (i) FGMUC's assets, if any, (ii) l.3o/o of the FE Sefflement Value; and (iii) the FGMUC Inter-Debtor Recovery, subject only to adjustment based on the actual recoveries (to the extent different from estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Unsecured Claims asserted against the applicable Debtors.
125.    "FGMUC Inter-Debtor Recovery" means the recovery on account of all Inter-Debtor Claims owed to FGMUC.
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t26.      "FGMUC      Single-Box                      " means any General Unsecured Claim against only FGMUC.
121. "FGMUC Unsecured Distributable Value" means the value available for distribution to Holders of Allowed Unsecured Claims against FGMUC, which shall be determined by calculating the FGMUC Distributable Value /ess (i) the payment of Allocated Administrative Expenses allocated to FGMUC in accordance with the Plan Settlement as set forth on Exhibit A to the Plan Term Sheet, (ii)
Other Secured Claims Allowed against FGMUC as set forth on Exhibit A to the Plan Term Sheet, and (iii) Administrative Claims arising from on postpetition Inter-Debtor Claims Allowed against FGMUC pursuant to the Plan Settlement.
128.      "Eilg," "E!!e(l," or "Filinfl" means file, filed, or filing in the Chapter 11 Cases with the Bankruptcy Court or its authorized designee in the Chapter I 1 Cases, including with respect to a Proof of Claim or Proof of Interest, the Claims and Noticing Agent.
129. "Final.Or.der" means (i) an order or judgment of the Bankruptcy Court, as entered on the docket  in any Chapter 1l Case (or any related adversary proceeding or contested matter) or the docket of any other court of competent jurisdiction, or (ii) an order or judgment of any other court having jurisdiction over any appeal from (or petition seeking certiorari or other review of) any order or judgment entered by the Bankruptcy Court (or any other court of competent jurisdiction, including in an appeal taken) in any Chapter I I Case (or any related adversary proceeding or contested matter), in each case that has not been reversedo stayed, modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may timely be Filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided, however, that the possibility a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the local rules of the Bankruptcy Court, may be filed relating to such order shall not prevent such order from being a Final Order.
130.      66FMB" means the first mortgage bonds issued by FG or NG, as the case may be, pursuant to the FG Mortgage and the NG Mortgage, respectively.
l3l.      "FPA 203 Authorization" means authorization from FERC under Section 203 of the Federal Power Act,      l6 U.S.C. $ 824b.
l32,.,,,meanSanyAdministrativeClaim,otherthana Professional Fee Claim but including any Claims of ordinary course professionals retained pursuant to the Ordinary Course Professional Order for fees and expenses incurred postpetition.
133. "General Unsecured Claim" means any Unsecured Claim that is not an Unsecured Bondholder Claim and is not otherwise paid in full pursuant to a Final Order of the Bankruptcy Court, but excluding: (i) Administrative Claims, (ii) Priority Tax Claims, (iii) Inter-Debtor Claims, and (iv) Other Priority Claims.
134. "General Unsecured Claim Against FE Aircraft" means any Unsecured Claim against FE                :
Aircraft that is not an Unsecured Bondholder Claim and is not otherwise paid in full pursuant to a Final Order of the Bankruptcy Court, but excluding: (i) Administrative Claims, (ii) Priority Tax Claims against FE, Aircraft, (iii) Inter-Debtor Claims and (iv) Other Priority Claims against FE Aircraft.
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135. "General Unsecured Claim Asainst Norton" means any Unsecured Claim against Norton that is not an Unsecured Bondholder Claim and is not otherwise paid in full pursuant to a Final Order of the Bankruptcy Court, but excluding: (i) Administrative Claims, (ii) Priority Tax Claims against Norton, (iii) Inter-Debtor Claims and (iv) Other Priority Claims against Norton.
136..,@,hasthemeaningsetforthinsectionl0l(27)oftheBankruptcy Code 137. "Health Care Plans" means the medical and prescription drug benefits provided under the FirstEnerry Corp. Health Care Plan, FirstEnergy Prescription Drug Plan, and any similar plans sponsored by FE Corp.
138.    '6Holder" means an Entity holding a Claim or an Interest, as applicable.
I 39.  "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act          of 1976, as amended.
140. "Impaired'o means, with respect to a particular Class of Claims or Interests, a Class    of Claims or Interests that is impaired within the meaning of section ll24 of the Bankruptcy Code.
141.    "Incentive Securities" means New Common Stoclq or options, warrants, or similar equity securities to be distributed pursuant to the terms of the Management Incentive Plan.
142. "Indemnification Obligations" means each of the Debtors' indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company      agreements, other organizational or formation documents, board resolutions, management      or indemnification  agreements, or employment or other contracts, for their current and former directors, officers, managers (including all Independent Directors and Managers), employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.
143. "Indentures" means, collectively, (i) the FES Notes Indenture, (ii) the Mansfield Pass Through Trust Agreement and Mansfield Lease Note Indentures, (iii) the FG Mortgage, (iv) the NG Mortgage, (v) the PCN Indentures, and (vi) the PCN Loan Agreements.
144. "Indenture Trustees" means, collectively: (i) the FES Notes Indenture Trustee, (ii) the Mansfield Indenture Trustee, (iii) the Secured PCN Indenture Trustees, and (iv) the Unsecured PCN Indenture Trustee.
145.  "lndependent Directors and Managers" means the independent directors an#or managers of FES, FENOC, FG and NG.
146. "Initial Distribution Date" means, unless otherwise ordered hy the Bankruptcy Court, (i) with respect to distributions of the New Common Stock, the Effective Date, or as soon thereafter as reasonably practicable in accordance with Article III of the Plan or, (ii) in the case of distributions of Cash, as soon as reasonably practicable, but no later than 45 days after the Effective Date.
l47;..@,meanSanyinsurancepolicies,insurancesettlementagreements, coverage-in-place agreements, or other agreements relating to the provision of insurance entered into by or issued to or for the benefit of any of the Debtors or their predecessors.
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148.    "Inter-Debtor Claims" means a Claim or Cause of Action by a Debtor against any other Debtor.
149. "I@I"        means any equity security (as defined in section 10l(16) of the Bankruptcy Code) issued with respect of any Debtor, any membership interests issued with respect to any Debtor, and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Entity.
150.    "Interim Compensation Order" means the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses      for Professionals [Docket No. 177).
151.    "Internal Revenue Code" means the Internal Revenue Code of 1986,      as amended.
152.    "Judicial_Codq" means title 28 of the United States Code, 28 U.S.C. $$ l-4001.
153.    '(Lien" has the meaning set forth in section 101(37) of the Bankruptcy Code.
154. "lVlarrtagement Incentive Plan" means a management incentive plan which may be implemented with respect to the Reorganized Debtors on or after the Effective Date providing for the issuance of New Common Stock, which Management Incentive Plan shall not exceed 7.5% of the New Common Stock as of the Effective Date (on a fully diluted basis), the terms of which shall be disclosed in the PIan Supplement (or left to the determination of the New Board) and which shall be reasonably acceptable to the Debtors, the Committee, and the Requisite Supporting Parties to the extent disclosed in the Plan Supplement.
155. "Mansfield Certificale Claims" means, collectively, Claims that could be brought by the Mansfield Indenture Trustee or the Holders of Mansfield Certificates, evidenced by, arising under or in connection with the Mansfield Certificates, the Mansfield Pass Through Trust Agreement, the Mansfield Lease Note Indentures or any other Mansfield Facility Documents.
156.    "Mansfield  Certificd                        ' means any Mansfield    Certificate Claims against FES, including Mansfield Certificate Claims against FES arising from guarantees.
157.    "Mansfield    Certificil                      " means any Mansfield Certificate Claims against FG, including Mansfield Certificate Claims against FG arising from guarantees.
158.    'oMansfield  Certificate                            "  means any Mansfield Certificate Claims against FGMUC.
159.    "Mansfield Certificate Claims Against NG" means any Mansfield Certificate Claims against NG, including Mansfield Certificate Claims against NG arising from guarantees.
160. "Mansfield Certificd                      " means the ad hoc group of certain Holders of the Mansfield Certificate Claims that are signatories to the Restructuring Support Agreement (and any such Holder that may, in accordance with Section 6 of the Restructuring Support Agreement, become a signatory thereto).
161.    "Mansfield Certificates" means those certain 6.85% pass through certificates issued under the Mansfield Pass Through Trust Agreement.
15
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l62...,'meanS,collectively,theMansfieldFaci1ityLease Agreements, the Mansfield Participation Agreements, the Mansfield Pass Through Trust Agreement, the Mansfield Guarantees, the Mansfield Site Subleasesi the Mansfield Site Leases, the Mansfield Support Agreements, the Mansfield Tax Indemnity Agreements, and the Mansfield Operating Agreement.
163. "Mansfield Facility Lease Agreements" means those certain six facility leases dated as of July I ,20A7, between FG, as lessee, and Mansfield 2007 Trusts A-F, as lessors respectively, relating to an aggregate undivided interest in 93.825Yo of Unit I of the Mansfield Plant.
164. "Mansfis.ld Guarantees" means those certain guarantees dated July 1,2007 pursuant to which FES guaranteed FG's obligations under the Mansfield Facility Lease Agreements and certain other Mansfield Facility Documents.
165.    "Mansfield Indemnity Claims" means, collectively, the Mansfield TIA Claims and the Mansfield OT Claims.
166. "Mansfield Indentu              ' means Wilmington Savings Fund Sociefy, FSB (not in its individual capacity, but solely as Pass Through Trustee for the Mansfield Pass Through Trust Agreement dated as of June 26, 2007, as the same has been amended or modified from time to time, and the Indenture Trustee under the Mansfield Lease Notes Indentures).
l67...,,meansthesixIndenturesofTrust,open.End Mortgages and Security Agreements, dated July I ,2007 with Mansfield 2007 Trusts A-F, respectively (as amended from time to time).
168.  "Mansfield Operating Agreement" means that certain operating agreement with respect to the Mansfield Plant dated as of June 1,1976, as amended and supplemented from time to time.
169. "Mansfield OT Claimf' means the claims of the Consenting Owner Trustee (in its individual capacity) arising under the Mansfield Participation Agreements, which claims shall be Allowed as Unsecured Claims in the aggregate amount of $28,882.75 pursuant to the Mansfield Owner Parties' Settlement.
170. "Mansfield Owner Participant" means the beneficial owner of each of Mansfield 2007 Trust A, Mansfield 2007 Trust B, Mansfield 2007 Trust C, Mansfield 2007 Trust D, Mansfield 2007 Trust E or Mansfield 2007 Trust F. Metlife is the current Mansfield Owner Participant of Mansfield 2007 Trusts A-E. FE Corp. is the current Mansfield Owner Participant of Mansfield 2007 Trust      F.
171.  "Mansfield Owner Parties" means, collectively, the Consenting Owner Participant and the Consenting Owner Trustee.
172.  "Mansfield Owner Pffi                    o means that certain settlement agreement, by and among the Debtors, the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, the Consenting Owner Participant, the Consenting Owner Trustee, the FES Creditor Group, and the Committee, which settlement is incorporated herein.
l73..o,,meanSthoseceftainparticipationagreements dated June 26, 2007, setting forth the manner in which the parties intended to participate in the 2007 sale and leaseback transactions for an aggregate undivided interest in 93.825o/o of Mansfield Unit l, the conditions precedent  to such participation, certain representations and warranties of the parties, and certain covenants and indemnities of the parties in connection with such transactions.
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174. "Mansfield Pass Through Trust Agreement" means that certain Pass Through Trust Agreement, dated as of June 26, 2007, among FG, FES and the Mansfield Indenture Trustee (not in its individual capacity, but solely as Pass Through Trustee for the Bruce Mansfield Unit        I  2007  Pass Through Trust), as the same has been modified, amended, supplemented, or otherwise revised from time to time.
175. "Mansfield Plant" means the Bruce Mansfield Plant, a2,490 megawatt coal-fired power plant located in Shippingport, Pennsylvania.
176,..@'means$l0,000,000oftheaggregateUnsecuredDistributable Value from all Debtors otherwise available for distribution to the Holders of the Mansfield Certificate Claims, which shall be reallocated to Holders of Unsecured PCN Claims and FES Notes Claims as set forth in Article III of the Plan.
177.    "Mansfield Sale-Leaseback Transaction" means, collectively, the series of sale-leaseback arrangements for Mansfield Unit l.
178. "Mansfield Settlement" means that certain settlement agreement, by and among the Bruce Mansfield Certificateholders Group and the Ad Hoc Noteholders Group, which settlement is incorporated herein.
179.    "Mansfield Site Leases" means those certain six site leases dated as  of July I , 2007  ,
between FG, as site lessor, and Mansfield 2007 Trust A-F, respectively, as site lessees.
180.    "Mansfield Site Subleases" means those certain six site subleases dated as of July    l, 2007, between Mansfield 2007 Trust A-F, respectively as site sublessors, and FG, as site sublessee.
181. "Mansfield Support Affi          " means those certain six support agreements dated    as of July 1, 2007, between Mansfield Trust A-F, respectively, as lessors and FG, as lessee.
182.    "Mansfield Tax Indemnity Aereements" means those certain tax indemnity agreements dated July  I , 2007, pursuant to which FG agreed to indemnify the Mansfield Owner Participants for certain adverse tax consequences related to the 2007 sale and leaseback transactions for an aggregate undivided interest in 93.825% of Unit I of the Mansfield Plant.
183. "Mansfield TIA Claims" means the claims of the Consenting Owner Participant arising under the Mansfield Tax Indemnity Agreements for Mansfield 20A7 Trusts A-E and other Mansfield Facility Documents, which are Allowed in the aggregate amount of $178,000,000 pursuant to the Mansfield Owner Parties' Settlement. For the avoidance of doubt, Mansfield TIA Claims do not include any claims of FE Corp. or the FE Corp. Owner Trustee, which claims are being waived and released pursuant to the FE Settlement Agreement.
184. "Mansfield Trust Agreements" means those six trust agreements, dated as of June 6, 2007, relating to Mansfield 2007 Trusts A-F, between the applicable Mansfield Owner Participants and the Consenting Owner Trustee or the FE Owner Trustee.
185. "Mansfield Unit l" means Unit I of the Mansfield    Plant.
186. "Mansfield Unit 1 Transft                      ' means the agreement or agreements implementing the transfer of the aggregate 93.825% undivided interests in Mansfield Unit I to the Debtors or Reorganized Debtors in accordance with the Mansfield Settlement and the Mansfield Owner t7 18'.50757-amk Doc            2529    FILED 04/18/l-9 ENTERED 04/18/19 18:23:25 i Page 22 of LZL
 
Parties' Settlement, a form of which shall be included in the Plan Supplement and shall be in form and substance reasonably acceptable to the Debtors, the Committee, the Requisite Supporting Parties, the FE Owner Parties, the Mansfield Indenture Trustee, and the Mansfield Owner Parties, and which shall also provide for the termination of the Mansfield Trust Agreements and any related documents to which the Consenting Owner Trustee or the FE Owner Trustee is a party and the dissolution of the Mansfield 2007 Trusts A-F, on terms acceptable to the Debtors, the Committee, the Requisite Supporting Parties, the FE Owner Parties, the Mansfield Indenture Trustee and the Mansfield Owner Parties.
187,  "Metlife"  means  Metlife Capital, Limited  Partnership.
188. "Money Pool Balance" means the Debtors' liability as of the Petition Date, as adjusted by the transactions contemplated by the FE Settlement Agreement, under the Fifth Amended and Restated Non-Utility Money Pool Agreement, dated as of December 19, 2013 as the same has been or may be subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents, and agreements related thereto.
189. "Multi-Debtor Unsecured Claims" means Unsecured Claims which are Allowed against multiple Debtors, which for the avoidance of doubt, shall include, among others, the Unsecured Bondholder Claims, ony Mansfield TIA Claims, and Claims Allowed against both FENOC and NG.
190...@,,meanSthesharesofcommonstockofNewHoldcotobeissued and distributed under and in accordance with the Plan.
191.  -'NevrL_EE No[es" means the senior notes to be issued by FE Corp. to the Debtors on the Effective Date pursuant to the terms of the FE Settlement Agreement.
192. "Ngw_EES." means a new legal entity to which the assets and liabilities of FES related to the retail business, which for the avoidance of doubt shall not include any Rejected Executory Contracts or Unexpired Leases, are transferred.
193. "WEglglco"        means a newly created holding company, which shall be the ultimate corporate parent of each of the other Reorganized Debtors.
194.  "New Holdco Board" means the board of directors of New HoldCo, and the board of directors and the board of managers of the other Reorganized Debtors, as applicable, on and after the Effective Date.
195.  "New Manaeement Emp                          'means employment contracts to be entered into between the Reorganized Debtors and members of        management    for the Reorganized Debtors on terms and conditions to be agreed by the Debtors and the Requisite Supporting Parties, the forms of which shall be included in the PIan Supplement.
196.  "New Organizational D            " means the certificates or articles of incorporation of formation, by-laws, limited liability company agreements, or other applicable organizational documents of each of the Reorganized Debtors, as applicable, the form of which shall be included in the Plan Supplement.
197. 6'NG" means Debtor FirstEnergy Nuclear Generation, LLC.
198.  "NG Distributable Value" means $1,365,106,331, which shall be comprised of the following assets: (i)the value of the powerplants owned byNG and all related assets, (ii) the insurance 18 1-8-50757-amk Doc          2529    FILED  04/18/19 ENTERED          04/18/1-9  18:23:25 Page ?3 of 121.
 
proceeds from Mansfield Unit 1, as well as the value of any other assets comprising the "Undivided Interest" in the *'Facility" as such terms are defined in the Mansfield Facility Documents, (iii) 15.1% of the FE Settlement Value, and (iv) the NG-Inter-Debtor Recovery, subject only to adjustment based on the actual recoveries (to the extent different from estimated recoveries reflected in the Plan Settlement) on prepetition Inter-Debtor Claims due to changes in the estimated amount of Allowed Unsecured Claims by virtue of the settlement or adjudication of all other prepetition Unsecured Claims asserted against the applicable Debtors.
199.    "NG-FENOC Unsecured Claim" means any General Unsecured Claim against both NG and FENOC.
200.    "NG Inter-Debtor Recovery" means the recovery on account of all Inter-Debtor Claims owed to NG.
201. "NG Mortg4E" means that certain Open-End MortBage, General Mortgage Indenture and Deed of Trust, dated as of June l, 2009, as amended and supplemented, by and between NG and UMB Bank, National Association, as successor trustee.
202.    "NG Mortgage Indenture Trustee" means UMB Bank, National Association, as successor trustee under the NG Mortgage, in its capacity as such.
203.    "NG Reallocation Pool" means the portion of the Reallocation Pool allocable to NG.
204.    "NG Single Box Unsecured Claims" means any General Unsecured Claim, other than an Inter-Debtor Claim, solely against NG.
205.    "NG  Unsecured Distributable Value" means the value available for distribution to Holders of Allowed Unsecured Claims against NG, which shall be determined by calculating the NG Distributable Value /ess (i) the payment of Allocated Administrative Expenses allocated to NG in accordance with the Plan Settlement as set forth on Exhibit A to the Plan Term Sheet, (ii) Other Secured Claims Allowed against NG, as set forth on Exhibit A to the Plan Term Sheet, (iii) the value of the Secured NG PCN Claims being reinstated pursuant to the Plan, and (iv) Administrative Claims arising from postpetition Inter-Debtor Claims Allowed against NG pursuant to the Plan Settlement.
206.    "Nor[on,' means Debtor Norton Enerry Storage L.L.C.
207.    "Norton Cash Distribution Poo[" means, to the extent there are any General Unsecured Claims against Norton, Cash in the amount equal to the assets of Norton to be determined in accordance with an appraisal.
208.    ((NRC" means the United States Nuclear Regulatory Commission.
2A9.    "Nuclear Decommissionins Obligations" means the Debtors' funding obligations related to nuclear decommissioning trusts, as required by the Nuclear Regulatory Commission, that will be established by the Debtors to fund the decommissioning of the Beaver Valley, Davis-Besse, and Perry nuclear power plants.
210.    "OAQDA" means the Ohio Air Quality Development Authority.
2ll.    "OWDA" means the Ohio Water Development Authority.,
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212. "Ordinary Course Professional Order" means the Order Authorizing the Debtors to Employ and Compensate Professionals Utilized in the Ordinary Course of Business [Docket No. 425].
213. "Other Priority Claims" means any Claim, other than an Administrative Claim, or            a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
214. "Other Professional Fee Claims" means the reasonable and documented fees and expenses incurred in connection with the Chapter 11 Cases prior to the Effective Date of (i) the Consenting Creditors to the extent each such Consenting Creditor has not terminated its participation in the Restructuring Support Agreement as of the Effective Date and (ii) the Indenture Trustees, in each case as provided for by an order of the Bankruptcy Court, which order may include, without limitation, the Confirmation Order,the Order (i) Authorizing Debtors to Assume (a) the Process Support Agreement and ft) the Standstill Agreement and (ii) Granting Related Relief lDocket No. 5091 and an order of the Court approving any such fees and expenses pursuant to section 503(bX4) of the Bankruptcy Code.
215. "Other Released Parties" means, collectively, (i) the Consenting Creditors, (ii) the Committee, (iii) the Indenture Trustees, (iv) the issuers of the PCNs, (v) the Plan Administrator, (vi) the FE Owner Trustee, and (vii) with respect to each of the foregoing entities in clauses (i) through (vi), their current and former Affiliates, and such Entities' current and former Affiliates' current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, managed/advised funds or accounts and with respect to each of the foregoing entities in clauses (i) through (vi), each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.
216.    "Other Secured Claims" means any Secured Claim against any of the Debtors, other than the Secured PCN Claims.
217. "Partv Releases" means the releases provided to the FE Non-Debtor Parties set forth in Article VIII.D of the Plan.
218.    "PCNs" means, collectively, the following series of notes issued under the PCN Loan Agreements in support of the pollution control revenue bonds that were issued under the PCN Indentures:
(i) FG's $56.6 million      Pollution Control Facilities Note (Beaver Counfy Industrial Development Authority), Series 2006-,4' due April 1,2041; (ii) FG's $46.3 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2008-8 due October 1 ,2A47 , which note is secured by FG FMBs; (iii) FG's $25 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2008-C due June 1,2A28, which note is secured by FG FMBs; (iv) FG's fi234.52 million Air Quality Facilities Note, Series 2006-4 due December 1,2023; (v) FG's $tZZ million Air Quality Facilities Note, Series 2009-E due August l, 2020; (vi) FG's $50 million Air Quality Facilities Note, Series 2009-B due March 1,2023; (vii) FG's $141.26 million Air Quality Facilities Note, Series 2009-C due June 1,2018, which note is secured by FG FMBs; (viii) FG's $100 million Air Quality Facilities Note, Series 2009-D due August 1,2029, which note is secured by FG FMBs; (ix) FG's $90.14 million Waste Water Facilities Note, Series 2006-A due May 15,2019; (x) FG's $26 million Exempt Facilities Notes (Pennsylvania Economic Development Financing Authority), Series 2006A due November 1,2041; (xi) FG's $43 million Exempt Facilities Notes (Pennsylvania Economic Development Financing Authority), Series 20054 due December l, 2040; (xii) FG's $15 million Exempt Facilities Notes (Pennsylvania Economic Development Financing Authority), Series 2002 A due June I , 2028 ,
which note is secured by FG FMBs; (xiii) NG's $98.9 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2008-4. due April 1, 2035; (xiv) NG's $163.965 20 18-50757-amk Doc2529 FlLED 04lLBll9 ENTERED O4l78ltg 78:23i25 Page 25 ot                                        L21- -;:.
 
million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2006-B due December l, 2035; (xv) NG's $72.65 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2005-A due January I , 2035; (xvi) NG's $60 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2006-4 due January 1, 2035, which note is secured by NG FMBs; (xvii) NG's SB million Air Quality Facilities Note, Series 2010-A due July l, 2033; (xviii) NG's $7.2 million Air Quality Facilities Note, Series 2005-8 due January 1,2A34; (xix) NG's $9.1 million Air Quality Facilities Note, Series 2008-B due Octoher 1 ,2033; (xx) NG's $23 million Air Quality Facilities Note, Series 2008-C due November 7,2032; (xxi) NG's
  $15.5 million Air Quality Facilities Note, Series 2006-B due December 1,2033; (xxii) NG's $26 million Air Quality Facilities Note, Series 2010-B due June 1, 2033; (xxiii) NG's $62.5 million Air Quality Facilities Note, Series 2009-4 due June 1,2A33 , which note is secured by NG FMBs; (xxiv) NG's
  $135.55 million Waste Water Facilities and Solid Waste Facilities Note, Series 2006-B due December l, 2033; (xxv) NG's $46.5 million Waste Water Facilities and Solid Waste Facilities Note, Series 2010-C due June 1,2033; (xxvi) NG's $20.45 million Waste Water Facilities and Solid Waste Facilities Note, Series 2008-B due October 1 , 2033; (xxvii) NG's S33 million Waste Water Facilities and Solid Waste Facilities Note, Series 2008-C due November 1,2032; (xxviii) NG's $99.1 million Waste Water Facilities and Solid Waste Facilities Note, Series 2010-A due July 1,2033; (xxix) NG's $82.8 million Waste Water Facilities and Solid Waste Facilities Note, Series 2005-8 due January 1,2034; (xv.x) NG's $54.6 million Waste Water Facilities and Solid Waste Facilities Note, Series 2010-8 due June l, 2033 , which note is secured by NG FMBs; and (xxxi) NG's $107.5 million Waste Water Facilities and Solid Waste Facilities Note, Series 2009-,4. due June 1,2033, which note is secured by NG FMBs.
            ?.19. "PCN_@' means, collectively, any Claims evidenced by, arising under or in connection with the PCN Loan Agreements, the PCN Indentures, the PCNs or other agreements related thereto.
220. "PCNlndentures" means, collectively, as they may have been subsequently amended, the following trust indentures: (i) the Trust Indenture, dated as of April l, 2006, as supplemented as of April 2,2012, between BCIDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $56.6 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2006-4 (FirstEnerry Generation Project) are issued and outstanding; (ii) the Trust Indenture, dated as of September 1, 2008, as supplemented as of April 2, 2012, between BCIDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $46.3 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2008-8 (FirstEnergy Generation Project) are issued and outstanding; (iii) the Trust Indenture, dated as of November l, 2008, as supplemented as of lllday 25, 2012, befween BCIDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $25 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2008-C (FirstEnergy Generation Project) are issued and outstanding; (iv) the Trust Indenture, dated as of December 1, 2006, as supplemented as of February 19, 2014, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which fi234.52 million principal amount of State of Ohio Pollution Control Revenue Bonds, Series 2006-A (FirstEnergy Generation Project) are issued and outstanding; (v) the Trust Indenture, dated as of August l, 2009, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which fi177 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-4 (FirstEnergy Generation Project) are issued and outstanding; (vi) the Trust Indenture, dated as of March 1, 2009, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $50 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-B (FirstEnerry Generation Project) are issued and outstanding; (vii) the Trust Indenture, dated as of June l, 2009, between OAQDA and the Unsecured PCN Indenture Trustee, as successor ffustee, with respect to which
  $141.26 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-C (FirstEnergy Generation Project) are issued and outstanding; (viii) the Trust Indenture, dated as of 21 18-50757-amk Doc          2529      FILED  04/18/L9      ENTE.RED 04/181L9        18:23:25 Page 26 of 12L
 
June 1,2009, as supplemented as of August 7,2012, between OAQDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $100 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-D (FirstEnergy Generation Project) are issued and outstanding; (ix) the Trust Indenture, dated as of April 1,2006, as supplemented as of April 2,2012, between OWDA and the Secured PCN Indenture Trustee, as suecessor trustee, with respect to which S90.14 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Generation Project) are issued and outstanding; (x) the Trust Indenture, dated as of November 1,2006, as supplemented as of November 75,2010, between PEDFA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $26 million principal amount of Exempt Facilities Revenue Bonds, Series 2006,4. (Shippingport Project) are issued and outstanding; (xi) the Trust Indenture, dated as of December 1,2005, as supplemented as of September 14,2010, between PEDFA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $43 million principal amount of Exempt Facilities Revenue Bonds, Series 2005A (Shippingport Project) are issued and outstanding; (xii) the Trust Indenture, dated as of July 1,2A02, as supplement as of July 30,2010, and amended as of November 1,2012, between PEDFA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $15 million principal amount of Exempt Facilities Revenue Bonds, Series 2002 A (Shippingport Project) are issued and outstanding; (xiii) the Trust Indenture, dated as of June 1, 2008, as supplemented as of May 25,2072, between BCIDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $98.9 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2008-4' (FirstEnerry Nuclear Generation Project) are issued and outstanding; (xiv) the Trust Indenture, dated as of December 1,2006, as supplemented as of June 5,2009 andApril 2, 2072, between BCIDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $163.965 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2006-B (FirstEnerry Nuclear Generation Project) are issued and outstanding; (xv) the Trust Indenture, dated as of December 1, 2005, between BCIDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $72.65 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2005-4. (FirstEnergy Nuclear Generation Project) are issued and outstanding; (>rvi) the Trust Indenture, dated as of April 1,2006, as supplemented as of }i{.ay25,2012, betweenBCIDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $60 million principal amount of Pollution Control Revenue Refunding Bonds, Series 2006-4 (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xvii) the Trust Indenture, dated as of September 15, 2010, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $8 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2010-4. (FirstEnerry Nuclear Generation Project) are issued and outstanding; (xviii) the Trust Indenture, dated as of December l, 2005, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $7.2 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-8 (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xix) the Trust Indenture, dated as of September l, 2008, as supplemented as of April2,2012, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $9.1 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2008-B (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xx) the Trust Indenture, dated as of November l, 2008, as supplemented as of November 1, 2012, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $23 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2008-C (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxi) the Trust Indenture, dated as of December 1, 2006, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $15.5 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-B (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxii) the Trust Indenture, dated as of November 15,2010, between OAQDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $26 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2010-B (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxiii) the Trust 22 18-50757-amk Doc          2529    FILED 04/1-8/19, ENTERED 04/1-8/1-9            18:23:25 Page 27 of LZL
 
Indenture, dated as of April 1, 2009, between OAQDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $62.5 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-4 (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxiv) the Trust Indenture, dated as of December l, 2006, as supplemented as of April 2, 2012, between OWDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $135.55 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-B (FirstEnerry Nuclear Generation Project) are issued and outstanding; (xxv) the Trust Indenture, dated as of November 15, 2010, between OWDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $46.5 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2010-C (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxvi) the Trust Indenture, dated as of September 1,2008, as supplemented as of April 2, 2012, between OWDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $20.45 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2008-B (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxvii) the Trust Indenture, dated as of November 1,2008, as supplemented as of November 1,2012, between OWDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $33 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2008-C (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxviii) the Trust Indenture, dated as of September 15, 2010, between OWDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $99.1 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2010-4. (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxix) the Trust Indenture, dated as of December l, 2005, between OWDA and the Unsecured PCN Indenture Trustee, as successor trustee, with respect to which $82.8 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2005-B (FirstEnergy Nuclear Generation Project) are issued and outstanding; (xxx) the Trust Indenture, dated as of November 15,2010, between OWDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $54.6 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2010-B (FirstEnergy Nuclear Generation Project) are issued and outstanding; and (xxxi) the Trust Indenture, dated as of June 1,2009, between OWDA and the Secured PCN Indenture Trustee, as successor trustee, with respect to which $107.5 million principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2009-A (FirstEnerry Nuclear Generation Project) are issued and outstanding.
221.  "PCN Loan AEreements" means, collectively, as they may have been subsequently amended, the following loan agreements: (i) the Pollution Control Facilities Loan Agreement, dated as of l,
April 2006, between BCIDA and FG, as amended as of April 2, 2012, with respect to FG's $56.6 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2006-A due April 1,2041; (ii) the Pollution Control Facilities Loan Agreement, dated as of September 1, 2008, between BCIDA and FG, as amended as of April 2, 2012, with respect to FG's $46.3 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2008-8 due October l, 2047, which note is secured by FG FMBs; (iii) the Pollution Control Facilities Loan Agreement, dated as of November 1,2008, between BCIDA and FG, as amended as of May 25,2012, with respect to FG's $25 million Pollution Control Facilities Note (Beaver County Industrial DevelopmentAuthority), Series 2008-C due June 1,2028, which note is securedby FG FMBs; (iv) the Air Quality Facilities Loan Agreement, dated as of December 1, 2006, between OAQDA and FG, with respect to FG's $234.52 million Air Quality Facilities Note, Series 2006-A due December 1,2023; (v) the Air Quality Facilities Loan Agreement, dated as of August 1, 2009, between OAQDA and FG, with respect to FG's $177 million Air Quality Facilities Note, Series 2009-E due August l, 2020; (vi) the Air Quality Facilities Loan Agreement, dated as of March 1, 2009, between OAQDA and FG, with respect to FG's $50 million Air Quality Facilities Note, Series 2009-B due March 1, 2023; (vii) the Air Quality Facilities Loan Agreement, dated as of June l, 2009, between OAQDA and FG, as amended as of February 14,2072, with respect to FG's $141.26 million Air Quality Facilities Note, Series 2009-C due 23 1-B-50757-amk Doc 2529 FILED 04/18/L9 ENTERED                          04/1-8/1-9 18:23:25 Page 28 of 121.
 
June 7,2018, which note is secured by FG FMBs; (viii) the Air Quality Facilities Loan Agreement, dated as of June 1,2009, between OAQDA and FG, as amended as of February 14,2012, with respect to FG's
  $t OO million Air Quality Facilities Note, Series 2009-D due August 7,2029, which note is secured by FG FMBs; (ix) the Waste Water Facilities Loan Agreement, dated as of April 1, 2006, between OWDA and FG, as amended as of April 2,2012, with respect to FG's $90.14 million Waste Water Facilities Note, Series 2006-A due May 15,2019; (x) the Exempt Facilities Loan Agreement, dated as of November l, 2006, between PEDFA and FG, with respect to FG's $26 million Exempt Facilities Notes (Pennsylvania Economic Development Financing Authority), Series 20064 due November 1,2041; (xi) the Exempt Facilities Loan Agreement, dated as of December l, 2005, between PEDFA and FG, with respect to FG's
  $43 million Exempt Facilities Notes (Pennsylvania Economic Development Financing Authority), Series 20054 due December 1, 2040; (xii) the Exempt Facilities Loan Agreement, dated as of July I ,2002, between PEDFA and FG, as amended as of July 30, 2010, with respect to FG's $15 million Exempt Facilities Notes (Pennsylvania Economic Development Financing Authority), Series 2A02 A due June l, 2028, which note is secured by FG FMBs; (xiii) the Pollution Control Facilities Loan Agreement, dated as of June 1, 2008, between BCIDA and NG, as amended as of May 25,2012, with respect to NG's $98.9 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2008-4 due April l, 2035; (xiv) the Pollution Control Facilities Loan Agreement, dated as of December 1, 2006, between BCIDA and NG, as amended as of April 2,2012, with respect to NG's $163.965 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2006-B due December 1,2035; (xv) the Pollution Control Facilities Loan Agreement, dated as of December 1, 2005, between BCIDA and NG, as amended as of February 14, 2012, with respect to NG's $72.65 million Pollution Control Facilities Note (Beaver County tndustrial Development Authority), Series 2005-4' due January l, 2035; (xvi) the Pollution Control Facilities Loan Agreement, dated as of April l, 2006, between BCIDA and NG, as amended as of May 25, 2012, with respect to NG's $60 million Pollution Control Facilities Note (Beaver County Industrial Development Authority), Series 2006-,4. due, which note is secured by NG FMBs; (xvii) the Air Qualify Facilities Loan Agreement, dated as of September 15, 2010, between OAQDA and NG, as amended as of February 74,2072, with respect to NG's $8 million Air Quality Facilities Note, Series 2010-,{ due July l, 2033; (xviii) the Air Quality Facilities Loan Agreement, dated as of December l, 2005, between OAQDA and NG, as amended as of February 14, 2072, with respect to NG's $7.2 million Air Quality Facilities Note, Series 2005-B due January 1,2034; (xix) the Air Quality Facilities Loan Agreement, dated as of September l, 2008, between OAQDA and NG, as amended as of April 2,2A72, with respect to NG's $9.1 million Air Quality Facilities Note, Series 2008-B due October 1,2033; (xx) the Air Quality Facilities LoanAgreement, dated as of November l, 2008, between OAQDA and NG, as amended as of February 14,2012, with respect to NG's $23 million Air Quality Facilities Note, Series 2008-C due November 1,2032; (xxi) the Air Quality Facilities Loan Agreement, dated as of December 1,2006, between OAQDA and NG, with respectto NG's $15.5 million Air Quality Facilities Note, Series 2006-8 due December l, 2033; (xxii) the Air Quality Facilities Loan Agreement, dated as of November 15, 2010, between OAQDA and NG, with respect to NG's $26 million Air Quality Facilities Note, Series 2010-B due June l, 2033; (xxiii) the Air Quality Facilities Loan Agreement, dated as of April 1,2009, between OAQDA and NG, as amended as of February 14,2012, with respecttoNG's $62.5 million Air Quality FacilitiesNote, Series 2009-4 due June 1,2033, which note is secured by NG FMBs; (xxiv) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of December l, 2006, between OWDA and NG, as amended as of April 2, 2012, with respect to NG's $135.55 million Waste Water Facilities and Solid Waste Facilities Note, Series 2006-B due December l, 2033; (xxv) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of November 15, 2010, between OWDA and NG, with respect to NG's $46.5 million Waste Water Facilities and Solid Waste Facilities Note, Series 2010-C due June 1, 2033; (xxvi) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of September 1, 2008, between OWDA and NG, as amended as of April 2,2012, with respect to NG's $20.45 million Waste,Water Facilities and Solid Waste Facilities Note, Series 2008-B due October l, 2033; (xxvii) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of November 1,2008, as amended as of 24 l"B-50757-amk Doc        2529      FILED  04/18/19 ENTERED        04/1-8lL9  LB:23:25 Page 29 ot L21,
 
February 14,2072, between OWDA and NG, with respect to NG's $33 million Waste Water Facilities and Solid Waste Facilities Note, Series 2008-C due November l, 2032; (xxviii) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of September 15, 2010, between OWDA and NG, as amended as of February 14,2A12, with respect to NG's $99.1 million Waste Water Facilities and Solid Waste FacilitiesNote, Series 2010-A due July 1,2033; (xxix) the Waste WaterFacilities and Solid Waste Facilities Loan Agreement, dated as of December 1, 2005, between OWDA and NG, as amended as of February 14,2A12, with respect to NG's $82,8 million Waste Water Facilities and Solid Waste Facilities Note, Series 2005-B due January I ,2034; (xxx) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of November I5, 2010, between OWDA and NG, with respect to NG's $54.6 million Waste Water Facilities and Solid Waste Facilities Note, Series 2010-B due June l, 2033, which note is secured by NG FMBs; and (xxxi) the Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of June 1, 2009, between OWDA and NG, as amended as of February 14,2012, with respect to NG's $107.5 million Waste Water Facilities and Solid Waste Facilities Note, Series 2009-.{ due June 1,2033, which note is secured by NG FMBs.
222.    "PEDFA" means the Pennsylvania Economic Development Financing Authority.
223. "Pension Bridge" means the terms of section 86.5 of the Pension Plan as in effect on the effective date of the FE Settlement Agreement, and as may be amended in the future as contemplated by the FE Settlement Agreement, under which an eligible participant who is (i) at least age 50, but not yet age 55, and is credited with at least l0 years of service, atthe time of termination of employment, (ii) is terminated because the assets in his or her business unit are sold on or before December 31, 2020 after giving effect to the amendment contemplated by the FE Settlement Agreement, and (iii) remains employed by the buyer until the participant reaches age 55 or has an earlier qualiffing termination of employment, will be eligible to elect to receive early retirement benefits under the Pension Plan as if the participant had remained employed by a participating employer under the Pension Plan until reaching age 55.
224.    "Pension Plan" means the tax-qualified FirstEnergy Corp. Master Pension Plan.
225.    "Pension Plan Claims" means claims arising from or related to the Pension Plan, 226. "Periodic Distribution Date" means, unless otherwise ordered by the Bankruptcy Court, the Initial Distribution Date, and, thereafter, the first Business Day that is 180 days after the immediately preceding Periodic Distribution Date.
227.    ('ps1ssn" means a person as such term is defined    in section 101(41) of the Bankruptcy Code 228.    "Petition Date" means March 31,2018.
229. 6'Plan" means  this Fourth Amended Joint Plan of Reorganization of FirstEnergt Solutions Corp., et al., Pursuant to Chapter 11 of the Banlvuptcy Code, including the Plan Supplement.
230..,@,,meanSanentitytobenamedinthePlanSupp[ementorany successor appointed in accordance    with the Plan Administrator Agreement pursuant to the authority granted in Section IV.S of the Plan.
231. "Plan Administrator " means the agreement governing the appointment and operation of the Plan Administrator, which Plan Administrator Agreement shall be filed with the Plan Supplement.                                                                                ,
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232.    "Plan Settlement" means the compromises and settlements by and among the Debtors and their respective Estates, the Independent Directors and Managers, the Committee, and the Consenting Creditors, of among other things (i) all Inter-Debtor Claims, (ii) the allocation of cash and/or New Common Stock between the Holders of Unsecured Bondholder Claims and the Holders of General Unsecured Claims against the Debtors, and (iii) the allocation of value between and among the Debtors' Estates, including allocation of the FE Settlement Value.
233.    "Plan Supplement" means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, to be Filed by the Debtors no later than l0 days before the Voting Deadline or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents Filed with the Bankruptcy Court before the Effective Date as amendments to the PIan Supplement comprised of, among other documents, the following, as applicable: (i) the New Organizational Documents; (ii) the list of Rejected Executory Contracts and Unexpired Leases; (iii) the list of Assumed Executory Contracts and Unexpired Leases; (iv) a list of retained Causes of Action; (v) the Management Incentive Plan; (vi) the identity of the members of the New Boards and management for the Reorganized Debtors; (vii) the PIan Administrator Agreement; (viii) the Reorganized Debtor Stockholders' Agreement; (ix) the Transition Working Group Management Agreement; (x) the New Management Employment Contracts; and (xi) the form of Mansfield Unit I Transfer Agreement. Any reference to the Plan Supplement in the Plan shall include each of the documents identified above as applicable. The documents that comprise the Plan Supplement shatt be subject to any consent or consultation rights provided hereunder and thereunder, including as provided in the definitions of the relevant documents or the Restructuring Support Agreement. The Parties entitled to amend the documents contained in the Plan Supplement sha(( be entitled to amend such documents in accordance with their respective terms and Article X of the Plan through and including the Effective Date.
234.    "Plan Term Sheet" means the term sheet attached as Exhibit A to the Restructuring Support Agreement.
235.    "Pleasants Power Plant" means the 1,300 megawatt power plant located in Willow Island, West Virginia and currently owned by AE Supply.
236. "Pleasants Purchase Ag              " means that certain asset purchase agreement dated December 31,2018 between AE Supply,
* seller and FG (or its assignee), as buyer for the Pleasants Power Plant.
237. "PPA Appeal Procee ' means collectively, (i) FirstEnergt Solutions Corp. and FirstEnergt Generation, LLC v. Federal Energ,t Regulatory Commission and Ohio Valley Electric Corp.,
Case No. 18-0306 (6n Cir.); (ii) In re Ohio Vattey Electric Corp., Case No. /8-0.107 $n Cir.); (iii) In re FirstEnergt Solutions Corp, et al., Case No. l8-3787 (6th Cir.); (iv) In re FirstEnergt Solutions Corp, et al., Case No. l8-3788 (6th Cir.); (v) In re FirstEnergt Solutions Corp, et al., Case No. l8-4095 (6th Cir.),
(vi) In re FirstEnergs Solutions Corp, et al., Case No. 18-4097 (6th Cir.); (vii) In re FirstEnergt Solutions Corp, et al., CaseNo. 18-4107 (6th Cir.); and (viii) Inre FirstEnergt Solutions Corp, et al.,
Case  No. 18-4110 (6th Cir.).
238. "PPA Appeal Proceedins Contracts" means, collectively, (i) that certain multi-party intercompany power purchase agreement pursuant to which FES and several other power companies "sponsor" and purchase power generated by fossil fuel from the Ohio Valley Electric Corporation and (ii) that certain Renewable Power Purchase Agreement between FES and Maryland Solar LLC.
239. r'Priority Tax Claim" means the Claims of Governmental Units of the type specified in section 507(aX8) of the Bankruptcy Code.                                                              i 26 18-50757-amk -,Doct2529 FILED 04/18/19 ENTERED 04/18/Lg 18:23:25 Page 31 of .LZL
 
240. "ProRa[4" means (i) with respect to any individual Claim, the proportion that the amount of a Claim or Interest of a particular type bears to the aggregate amount of the Claims or Interests of that type, (ii) in connection with the Plan Settlement, with respect to any Debtor, the proportion of value or other distributions allocated to such Debtor in accordance with the Plan Sefflement, (iii) in connection with the allocation of Unsecured Distributable Value, the Reallocation Pool, the NG Reallocation Poo[, or the FENOC-FES Claim Reallocation, the proportion that the amount of an Allowed Claim or Allowed Interest bears to the aggregate amount of the Allowed Claims or Allowed Interests entitled to recover from the same Unsecured Distributable Value, the Reallocation Pool, the NG Reallocation Pool, an#or the FENOC-FES Claim Reallocation, (iv) in connection with the allocation of the Distributable Value Adjustment Amount, the proportion based upon the Distributable Value Split applicable to such Class of Claims, or (v) in connection with the allocation of the Effective Date Cash Distribution to each Holder of New Common Stock, the proportion that the amount of New Common Stock to be issued to such Holder bears to the aggregate amount of all New Common Stock to be issued under the Plan (including to the Disputed Claims Reserve) as of the Effective Date.
241.    "Process Support Agreement" means that certain Process Support Agreement entered into by and among (i) the Debtors; (ii) members of the Ad Hoc Noteholder Group and the Mansfield Certificateholders Group; (iii) the Commiffee, solely for purposes of the Mansfield Issues Protocol (as defined in the Process Support Agreement); (iv) Metlife, solely for purposes of the Mansfield Issues Protocol, the Term Sheet (as defined in the Process Support Agreement) and Section 1, 2, 3 (solely with respectto the Mansfield Issues Protocol and the Term Sheet),4, 5,7.01,8,9, 10.02, 10.03, and 11; (v)
U.S. Bank solely for purposes of the Mansfield Issues Protocol, the Term Sheet (as defined in the Process Support Agreement) and Section 1,2, 3 (solely with respect to the Mansfield Issues Protocol and the Term Sheet), 4,5,7.01,8,9, 10.02, 10.03, and ll; and (vi) Wilmington Savings Fund Society, FSB, solely for purposes of the Mansfield Issues Protocol, and which Process Support Agreement was approved by the Bankruptcy Court on May 9,2078 [Docket No. 509].
242.    "Professional" means an Entity, excluding those Entities entitled to compensation pursuant to the Ordinary Course Professional Order: (i) retained pursuant to a Bankruptcy Court order in accordance with sections 327,363, or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Effective Date, pursuant to sections327,328,329,330,331, and 363 of the Bankruptcy Code; or (ii) other than with respect to the Other Professional Fee Claims, awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(bX4) of the Bankruptcy Code.
243. "Professional Fee Claims" means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional's requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.
244.    "Professional Fee Claims Bar Date" means the deadline for Filing final requests for payment of Professional Fee Claims, which shall be 60 days after the Effective Date.
245.    "Professional Fee Escrow Account" means an escrow account established and funded pursuant to Article II.A.3(b) of the Plan for Professional Fee Claims.            ;
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246. "Professional Fee Escrow Agent" means the escrow agents for the Professional Fee Escrow Account appointed pursuant to Article II.A.3(b) of the Plan and the escrow agreements entered into pursuant thereto.
247. "Professional Fee Reserve Amount" means the total amount of unpaid Professional Fee Claims through the Effective Date as estimated in accordance with Article II.A.3(c).
248.    "Proof of Claim" means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.
249.    "Proof of Interest" means a proof of Interest Filed against any of the Debtors in the Chapter 11 Cases.
250. "Rail Claim Settlement" means that certain Settlement Agreement, dated May            I , 2017, by and among FE, Corp., FG, BNSF Railway Company and CSX Transportation Inc.
251.    -'Reallocation Pool" means a pool consisting of $45,750,000 of the aggregate Unsecured Distributable Value from all Debtors otherwise available for distribution to Holders of Unsecured Bondholder Claims, which shall be reallocated to Holders of Single-Box Unsecured Claims against the various Debtors ratably based on the allocation of FE Settlement consideration to such Debtors.
252...ReinState,,,,.@,',or.,Egirt@[@[,'meanswithrespecttoClaimsand Interests, that the Claim or Interest shall be rendered unimpaired in accordance with section    ll24 of the Bankruptcy Code.
253. "ReJected Executqrv Coff                                " means any Executory Contract or Unexpired Lease rejected by order of the Bankruptcy Court or to be rejected pursuant to the Plan, as reflected in the Plan Supplement and as may be further amended or modified by inclusion in the Plan Supplement.
254.    "Egleased-Parties," means collectively, the Dehtor Released Parties, the FE Non-Debtor Released Parties and the Other Released Parties.
255,..Reorganized,,or..@',meanSanyDebtorasreorganizedpursuantto and under the Plan or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date, including New FES and New Holdco.
256.      "Reorganized Debtor Stockholders' Aqreement" means the one or more stockholders' agreements,  if  any, to be entered into (or deemed entered into) by the Reorganized Debtors and the holders of the New Common Stock on the Effective Date that will govern certain matters related to the governance of the Reorganized Debtors, which shall be included in the Plan Supplement and shall be reasonably acceptable to the Debtors, the Committee, and the Requisite Supporting Parties.
257. "Requisite Supporting Parties" means Consenting Creditors representing at least 70Vo of the total aggregate principal and face amount of Unsecured Claims held by the Consenting Creditors, which shall include (i) Consenting Creditors holding at least 33o/o of the total aggregate principal and face amount of the Mansfield Certificate Claims held by the Consenting Creditors and (ii) (x) to the extent affecting distributions on account of, or economic treatment of, FES Single-Box Unsecured Claims in a manner inconsistent with the Restructuring Support Agreement (except to the extent such inconsistency only results in Pro Rata dilution of New Common Stock), the rights of minority holders of New Common Stock (to the extent inconsistent with the corporate governance term sheet attached to the Restructuring 28 18-50757-amk Doc          2529    FILED 04/1-8/19-";ENIERED 04/1B/1g LB:23:25 Page 33 of 121
 
Support Agreement) or release or exculpation provisions relating to the FES Creditor Group, members of the FES Creditor Group holding at least 50% of the total face amount of the FES Single-Box Unsecured Claims and FENOC-FES Unsecured Claims held by the FES Creditor Group and (y) to the extent affecting distributions on account of, or economic treatment of FENOC-FES Unsecured Claims in a manner inconsistent with the Plan Term Sheet (except to the extent such inconsistency only results in Pro Rata dilution of New Common Stock), members of the FES Creditor Group holding at least 50% of the total face amount of the FENOC-FES Unsecured Claims held by the FES Creditor Group.
258.    "Restructuring Suppo                " means that certain Restructuring Support Agreement dated as of January 23,2019 by and among the Debtors, the Consenting Creditors and the Committee, as may be amended, supplemented or otherwise modified from time to time in accordance therewith.
259.    "Rogtructuring Trarrsact    "  means those mergers, amalgamations, consolidations, affangements, continuances, restructurings, transfers, conversions, dispositions, liquidations, dissolutions, or other corporate transactions that the Debtors, the Consenting Creditors, and except as specifically provided herein, the Committee, reasonably determine to be necessary or desirable to implement the Plan.
260..,,'meanstheSystems,App[icationsandProductsinData Processing system maintained and controlled by FESC.
261. '*Schedules" means the schedules of assets and liabilities, schedules of Executory Contracts or Unexpired Leases, and statements of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy Rules.
262.    "SEC" means the Securities and Exchange Commission.
263. o'Secured" means when referring to a Claim: (i) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor's interest in the Estate's interest in such property or to the extent of the amount subject to setoff as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (ii) Allowed pursuant to the Plan or separate order of the Bankruptcy Court as a secured claim.
264.    "Secured FG PCN Claims" means, collectively, arry PCN Claims against FG that are Secured by  FG FMBs.
265. "Secured FG PCN Desi                        'means, collectively, the Secured FC PCN Claims relating to any series of Secured PCN Claims (i) that have matured on or before the Effective Date, or (ii) arise under PCNs listed as CUSIPs 074876HQ9 and 708686EE6.
266. "Secured FG PCN Rein                      ' means, collectively, the Secured FG PCN Claims that are not Secured FG PCN Designated Claims.
267.    "Secured NG PCN Claims" means, collectively, any PCN Claims against NG that are Secured by NG FMBs.
268.    "Secured PCN Claims" means, collectively the Secured FG PCN Claims and Secured NG PCN Claims.
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269. o'Secured  PCN Indentu              " means, as applicable, UMB Bank, National Association, as successor trustee under the applicable PCN Indentures, which entity is also successor trustee under the FG Mortgage and the NG Mortgage.
270.    "Securities Act" means the Securities Act of 1933, as amended, codified at 15 U.S.C.    $
77a et seq., together with the rules and regulations promulgated thereunder.
271. "Securities Exchange Acf' means the Securities Exchange Act of 7934, as amended, codified at l5 U.S.C. $$ 78a et. seq., together with the rules and regulations promulgated thereunder.
272.    "Security" or "Securities" has the meaning set forth in section 101(49) of the Bankruptcy Code 444 LIJ.    "Single-Box Unsecured Claim" means any General Unsecured Claim filed against only one Debtor.
274. "Standstill Agreement" means that certain Amended and Restated Standstill Agreement entered into by and among (i) the Debtors, (ii) members of the Ad Hoc Noteholders Group and the Mansfield Certificateholders Group, (iii) the FE Non-Debtor Parties, and (iv) the Committee, and which Standstill Agreement was approved by the Bankruptcy Court on May 9, 2018 [Docket No. 509], as amended on August l, 201 I [Docket No. 1084].
275. "Tax Allocation Agreement" means that certain Intercompany Income Tax Allocation Agreement, dated as of January 37, 2017 , by and among FE Corp. and each of its subsidiaries, including the Debtors, as the same has been or may be subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto.
276.    "Tax Matters A8reement" means that certain Tax Matters Agreement to be entered into between the Debtors and the FE Non-Debtor Parties prior to the Plan Effective Date which agreement shall be in form and substance reasonably acceptable to the Requisite Supporting Parties.
277.      "Transition Working Group" has the meaning ascribed to such term in the Restructuring Support Agreement.
278.    "Transition Workins Group Manasement AFreement" means the agreement among the Debtors and the members of the Transition Working Group who are not employees of the Debtors.
279.    "Unexpired Lease" means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.
280.    "Unimpaired" means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.
281.    "(J.S." means the United States of America.
282.    "U.-S.I!gIk" means U.S. Bank Trust National Association.
283.    "U.S. Trustee" means the Office of the U.S. Trustee for the Northern District of Ohio.
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284. "Unsecured Bondholder Cash Pool" means, a pool of cash equal to the aggregate value of New Common Stock distributed on the Effective Date to Holders of Allowed General Unsecured Claims who have an election to receive New Common Stock in lieu of Cash and make such election.
285.  "Unsecured Bondholder Claims" means, collectively:              (i)  FES Notes Claims, (ii)
Unsecured PCN Claims, and    (iii) Mansfield Certificate Claims.
286.  "Unse-gUred Claim" means any Claim that is not a Secured Claim.
287. "Unsecured Distributable Value" means (i) with respect to FENOC, the FENOC Unsecured Distributable Value, (ii) with respect to FES, the FES Unsecured Distributable Value, (iii) with respect to FG, the FG Unsecured Distributable Value, (iv) with respect to FGMUC, the FGMUC Unsecured Distributable Value, and (v) with respect to NG, the NG lJnsecured Distributable Value.
288. "Unsecured FG PCN        C      ' means      any PCN Claims against FG that are not Secured FG PCN C1aims.
289.  "Unsecured NG PCN C1aims" means any PCN Claims against NG that are not Secured NG PCN Claims.
290. "                                        '  means any Unsecured Claims that are not Administrative Claims, Priority Tax Claims or Other Priority Claims.
291.  "Unsecured PCN Claims" means collectively, the Unsecured FG PCN Claims and the Unsecured NG PCN Claims.
292.  "Unsecured  PCNiFE                      'means, collectively: (i) the Unsecured PCN Claims and (ii) the FES Notes Claims.
293. "Unsecured PCN/FES Notes Claims Against FES" means any Unsecured PCN Claims and FES Notes Claims against FES, including Unsecured PCN Claims and FES Notes Claims against FES arising from guarantees.
294. "Unsecured PCN/FES Notes Claims Against FG" means any Unsecured PCN Claims and FES Notes Claims against FG, including Unsecured PCN Claims and FES Notes Claims against FG arising from guarantees.
295.  "Unsecured  PCN/FES                                  ' means any Unsecured PCN Claims and FES Notes Claims against NG, including Unsecured PCN Claims and FES Notes Claims against NG arising from guarantees.
296.  "Unsecured PCN Indenture Trustee" means the Bank                of New York Mellon    Trust Company, N.A., as trustee under the applicable PCN Indentures.
297.  "Vacation Claims" means any claims guaranteed by FE Corp. in that certain Guarantee, dated as of February 21,2017,in favor of certain employees who (i) participate inthe FirstEnergr Time Off Program, (ii) have participated in a predecessor plan on or before December 31, 2008, and (iii) have earned a banked or frozen vacation benefit.
298.  "Waived Tax Claims" means any Claim in respect of the FES Tax Overpayment.
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299.    "Welfare and Benefit Plan Administration Costs" means the costs (other than any indirect costs related to human resources management services pursuant to the Amended Shared Services Agreement) relating to the administration of any Welfare Plan that are incurred with respect to or allocable to the Debtors' Current Employees or the Debtors' Former Employees, from and after the date on which the Debtors cease to participate in any such plan.
300.    "Welfare Plans" means the welfare benefit plans or programs sponsored by FE Corp. or FE,SC.
301.    "Worthless Stock Deduction" means any deduction related to FE, Corp.'s ownership interest in the Debtors to be claimed pursuant to 26 U.S.C. $ 165.
B.        Rules of Interpretation.
For the purposes of the Plan:
(l) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; provided that any such amendment, modification, or supplement is made in accordance with the terms of the Plan and the Restructuring Support Agreement and the terms governing any applicable document, schedule, or exhibit, including any consent right in favor of the Debtors, the Reorganized Debtors, the FE Non-Debtor Parties, the Requisite Supporting Parties, the Mansfield Owner Parties, or the Committee; (3)    any reference    to an Entity as a Holder of a Claim or Interest includes the Entity's successors and assigns; (4)    unless otherwise specified, all references herein to ooArticles" are references to Articles hereof or hereto; (5)    unless otherwise specified, all references herein to extribits are references to exhibits in the Plan Supplement; (6)    unless otherwise specified, the words "herein," o'hereof', and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; (7) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (8) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (9) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; JZ 18-50757-amk Doc            2529      FILED-  04/18/19 ENTERED            04/18/1-9 18:23:25 Page 37 oI tZL
 
(10) all references to docket numbers of documents              Filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court's CM/ECF system; (11)    all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter I I Cases, unless otherwise stated; (12)    any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; (13) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, including a newly created holding company entity or other newly created entities, as applicable, to the extent the context requires.
C.        Computation of Time Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Blan shall occur on a day that is not a Business Duy, then such transaction sha((
instead occur on the next succeeding Business Day. Except as otherwise provided herein or in the Restructuring Support Agreement, any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.
D.        Governing Law.
Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Ohio, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided, however, that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or Reorganized Debtor, as applicable.
E.      References to Monetary Figures.
All references in the Plan to monetary figures shall refer to currency of the U.S., unless otherwise expressly provided.
ARTTCLE IT.
ADMINISTRATTVE CLAIMS AI{D PRIORITY TAX CLAIMS In accordance with section I123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, ffo excluded from the Classes of Claims and Interests.
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A.      Administrative Claims.
: l.      General Administrative Claims.
Except as specified in this Article II, and with respect to the FE Non-Debtor Parties, subject to the FE Settlement Agreement, unless the Holder of an Allowed General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment, each Holder of an Allowed General Administrative Claim will receive, in full satisfaction of its General Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim either: (i) on the Effective Date; (ii) if the General Administrative Claim is not Allowed as of the Effective Date, 30 days after the date on which an order allowing such General Adminishative Claim becomes a Final Order, or as soon thereafter as reasonably practicable; or (iii) if the Allowed General Administrative Claim is based on a liability incurred hy the Debtors in the ordinary course of their business after the Petition Date, pursuant to the terms and conditions of the particular transaction or agreement giving rise to such Allowed General Administrative Claim, without any further action by the Holders of such Allowed General Administrative Claim, and without any further notice to or action, order, or approval of the Bankruptcy Court.
Requests for payment of General Administrative Claims must be Filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date applicable to the Debtor against whom the General Administrative Claim is asserted pursuant to the procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General Administrative Claims that are required to File and serve a request for payment of such General Administrative Claims by the Administrative Claims Bar Date that do not File and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such General Administrative Claims against the Debtors, the Reorganized Debtors, or their respective property and such General Administrative Claims shall be deemed forever discharged and released as of the Effective Date. Any requests for payment of General Administrative Claims that are not properly Filed and served by the Administrative Claims Bar Date shall not appear on the Claims Register and shall be disallowed automatically without the need for further action by the Debtors or the Reorganized Debtors or further order of the Bankruptcy Court. To the extent this Article II.A.1 conflicts with Article XII.C of the Plan with respect to fees and expenses payable under section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, Article XII.C of the Plan shall govern.
: 2.      P-(rs-tpetition Inter-Debtor Claims.
Without the need to file or serve any request for payment of a General Administrative Claim, in accordance with the Plan Sefflement, the postpetition Inter-Debtor Claims shall be Allowed as follows: (i) the postpetition Inter-Debtor Claim of FG against FES shall be Allowed as super-priority Administrative Claims in an amount equal to $120,291,389; (ii) the postpetition Inter-Debtor Claim of NG against FES shall be Allowed as super-priority Administrative Claims in an amount equal to $238,431,879; (iii) the postpetition Inter-Debtor Claims of FGMUC against FG shall be disallowed in full; (iv) the postpetition Inter-Debtor Claims of FENOC against FES shall be Allowed as a super-priority Administrative Claim in the amount of $2,000,000; and (v) the postpetition Inter-Debtor Claims of FENOC against NG shall be Allowed as super-priority Administrative Claims in the amount of $69,929,041. In lieu of Cash payment or other distribution to the Debtors holding such Inter-Debtor Claims, the distributions on account of such Inter-Debtor Claims may be made to the Holders of Allowed Unsecured Claims against the Debtor holding such Inter-Debtor Claims in accordance with the terms and conditions of this Plan.
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: 3.      Professional Compensation.
: f.      Final  F'ee Applications.
All final requests for payment of Professional Fee Claims incurred during the period from the Petition Date through the Effective Date, must be Filed and served on the Debtors or Reorganized Debtors, as applicable, the Commiftee and the United States Trustee no later than the Professional Fee Claims Bar Date. A11 such final requests will be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the Chapter 1l Cases, including the Interim Compensation Order, and once approved by the Bankruptcy Court, paid promptly from the Professional Fee Escrow Account in its full Allowed amount. Notwithstanding anything to the contrary herein, the provisions regarding the reimbursement of professional fees and expenses of the Supporting Creditors as set forth in the Process Support Agreement and of the Consenting Creditors as set forth in the Restructuring Support Agreement shall continue through the Effective Date and, for the avoidance of doubt, such professionals shall not be required to file any request for payment of such amounts pursuant to Article II.A.3 of the Plan or otherwise.
: b.      Professional Fee Escrow Account.
On the Effective Date, the Reorganized Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount.
Upon the establishment of the Professional Fee Escrow Account, the Reorganized Debtors shall select a Professional Fee Escrow Agent for the Professional Fee Escrow Account to administer payments to and from such Professional Fee Escrow Account in accordance with the Plan and shall enter into an escrow agreement providing for administration of such payments in accordance with the Plan.
The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals.
Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors.
The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals from the Professional Fee Escrow Account when such Professional Fee Claims are Allowed by Final Order.
c,      Professional Fee Reserve Amount.
Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date and shall deliver such estimate to the Debtors no later than ten Business Days before the Effective Date; provided, however, that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional's final request for payment of Filed Professional Fee Claims. If a Professional does not provide an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. The total amount estimated pursuant to this Article II.A.3(c) shall comprise the Professional Fee Reserve Amount.
: d.      Post-Effective Ilate Fees and Expenses.
When all Allowed amounts owing to Professionals have been paid in full from the Professional Fee Escrow Account, any remaining amount in the Professional Fee Escrow Account shall be disbursed to the Reorganized Debtors without any further action or order of the Bankruptcy Court.
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If the amount in the Professional Fee Escrow Account is insufficient to fund payment in full of all Allowed amounts owing to Professionals, the deficiency shall be promptly funded to the Professional Fee Escrow Account by the Reorganized Debtors.
Upon the Effective Date, any requirement that Professionals comply with sections 327 through 337,363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors or Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.
B.        Priority Tax Claims Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in    full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax C1aim, each Holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordmce with sections 511 and 1129(a)(9XC) of the Bankruptcy Code.
ARTICLE III.
CLASSIFICATION AND TREATMENT OF CLAIMS AND TNTERESTS A.      Classification af Claims and Interests.
Claims and Interests, except for Administrative Claims and Priority Tax Claims, are classified in the Classes set forth in this Article III. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such C1aim is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied before the applicable Effective Date. The Debtors reserve the right to assert that the treatment provided to Holders of Claims and Interests pursuant to Article III.B of the Plan renders such Holders Unimpaired.
: 1.      Class Identification for the Debtors.
The Plan constitutes a separate chapter I I plan of reorganization for each Debtor, as applicable, and shall include the classifications set forth below. Subject to Article III.D of the Plan, to the extent that a Class contains Claims or Interests only with respect to one or more particular Debtor, such Class applies solely to such Debtor.
The following charts represent the classification of Claims and Interests for the Debtors pursuant to the Plan.
a        FES Class            Claims and Intenests            Status                    Votins Rirftts Class A.1        Other Secured Claims            Unimpaired                Not Entitled to Vote (Deemed Against FES                                              to Accept) 36 18-50757-amk D,oc 2529 FILED O4lLBlLg ENTERED 04/18/19 18:23:25 Page 41'of                                        L21"
 
Class ,A2  Other Priority Claims        Unimpaired      Not Entitled to Vote (Deemed Against FES                                  to Accept)
Class A3    Unsecured PCNiFES Notes      Impaired        Entitled to Vote Claims Against FES Class A4  Mansfield Certificate Claims Impaired        Entitled to Vote Aeainst FES Class A.5  FENOC-FES Unsecured          Impaired        Entitled to Vote Claims Class 4'6  FES Single-Box Unsecured    Impaired        Entitled to Vote Claims Class A7  Mansfield Indemnity Claims  Impaired        Entitled to Vote Class AB  Convenience Claims          Impaired        Entitled to Vote Class A9  Inter-Debtor Claims          Impaired        Shall Not Vote Class Al0  Interests in FES            Impaired        Not Entitled to Vote (Deemed to Reiect)
: h.      FG Class      Claims and Interests        Status          Voting Riehts Class B1  Other Secured Claims        Unimpaired      Not Entitled to Vote (Deemed Against FG                                  to Accept)
Class 82  Other Priority Claims        Unimpaired      Not Entitled to Vote (Deemed Against FG                                  to Accept)
Class 83  Secured FG PCN Designated    Unimpaired      Not Entitled to Vote (Deemed Claims                                      to Accept)
Class 84  Secured FG PCN Reinstated    Impaired        Entitled to Vote Claims Class 85  Unsecured PCN/FES Notes      Impaired        Entitled to Vote Claims Against FG Class B6  Mansfield Certificate Claims Impaired        Entitled to Vote Aeainst FG Class B7  FG Single-Box Unsecured      Impaired        Entitled to Vote Claims Class B8  Mansfi eld Indemnity Claims  Impaired        Entitled to Vote Class B9  Convenience Claims          Impaired        Entitled to Vote Class 810  Inter-Debtor Claims          Impaired        Shall Not Vote Class B1l  Interests in FG              Unimpaired      Not Entitled to Vote (Deemed to Accept)
: c.      NG Class      Claims and Interests        Status          Votins Riehts Class C1  Other Secured Claims        Unimpaired      Not Entitled to Vote (Deemed Against NG                                  to Accept)
Class C2  Other Priority Claims        Unimpaired      Not Entitled to Vote (Deemed Against NG                                  to Accept)
Class C3  Secured NG PCN Claims        Impaired        Entitled to Vote Class C4  Unsecured PCN/FES Notes      Impaired        Entitled to Vote Claims Against NG 37 18-50757-amk Doc    ?529    FILED 04/XB/1-9 ENTERED 04/18/19 LB:?3:25 Page 4? ot 12L
 
Class C5  Mansfield Certificate Claims Impaired            Entitled to Vote Against NG Class C6  NG Single-Box Unsecured      Impaired            Entitled to Vote Claims Class C7  NG-FENOC Unsecured            Impaired            Entitled to Vote Claims against NG Class C8  Convenience Claims          Impaired            Entitled to Vote Class C9  Inter-Debtor Claims          Impaired            Shall Not Vote Class C10  Interests in NG              Unimpaired          Not Entitled to Vote (Deemed to Accept)
: d.        FENOC Class      Claims and Interests          Status              Voting Riehts Class  Dl  Other Secured Claims          Unimpaired          Not Entitled to Vote (Deemed Against FENOC                                    to Accept)
Class D2  Other Priority Claims        Unimpaired          Not Entitled to Vote (Deemed Against FENOC                                    to Accept)
Class D3  FENOC-FES Unsecured          Impaired            Entitled to Vote Claims against FENOC Class D4  FENOC Single-Box              Impaired            Entitled to Vote Unsecured Claims Class D5  NG-FENOC Unsecured            Impaired            Entitled to Vote Claims asainst FENOC Class D6    Convenience Claims            Impaired          Entitled to Vote Class D7  Inter-Debtor Claims            Impaired          Shall Not Vote Class DB    Interests in FENOC            Impaired          Not Entitled to Vote (Deemed to Reiect)
: e.        FGMUC Class      Claims and Interests          Status              Voting Rishts Class E,l  Other Secured Claims        Unimpaired            Not Entitled to Vote Against FGMUC                                      (Deemed to Accept)
Class E2  Other Priority Claims        Unimpaired            Not Entitled to Vote Asainst FGMUC                                      (Deemed to Accept)
Class E3  Mansfield Certificate Claims  Impaired            Entitled to Vote Against FGMUC Class E4  FGMUC Single-Box              Impaired            Entitled to Vote Unsecured Claims Class E5  Mansfi eld Indemnity Claims  Impaired            Entitled to Vote Class E6  Convenience Claims          Impaired            Entitled to Vote Class E7  Inter-Debtor Claims          Impaired            Shall Not Vote Class E8  Interests in FGMUC          Unimpaired/Impaired  Not Entitled to Vote (Deemed to Accept or Reiect)
: f.        FE Aircraft Class      Claims and lnterests        Status              Voting Riehts Class Fl  Other Secured Claims        Unimpaired          Not Entitled to Vote (Deemed 38 18-50757-amk Doc    2529    FILED 04/18/1-9 ENTERED 04/18/1-9    18:23:25 Page 43 of 121-
 
Against FE Aircraft                                            to Accept)
Class F2        Other Priority Claims              Unimpaired                Not Entitled to Vote (Deemed Against FE Aircraft                                            to Accept)
Class F3        General Unsecured Claims            Impaired                  Entitled to Vote Against FE Aircraft Class F4        Inter-Debtor Claims                Impaired                  Shall Not Vote Class F5        Interests in FE Aircraft            Impaired                  Not Entitled to Vote (Deemed to Reiect)
: g.      Norton Class            Claims and lnterests                Status                    Votins Rishts Class Gl        Other Secured Claims                Unimpaired                Not Entitled to Vote (Deemed Against Norton                                                to Accept)
Class G2        Other Priority Claims              Unimpaired                Not Entitled to Vote (Deemed Against Norton                                                to Accept)
Class G3        General Unsecured Claims            Impaired                  Entitled to Vote Against Norton Class G4        Inter-Debtor Claims                  Impaired                  Shall Not Vote Class G5        Interests in Norton                  Unimpaired                Not Entitled to Vote (Deemed to Accept)
B.      Treatment of Claims and Interests.
To the extent a Class contains Allowed Claims or Allowed Interests with respect to any Debtor, the classification of Allowed Claims and Allowed Interests is specified below.
: l.      Class A  I - Other Secured Claims Against FES.
: a.      Classification: Class  Al    consists of Other Secured Claims against FES.
b        Treatmenl: Except to the extent that a Holder of an Allowed Claim in Class A1 agrees  to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A.1, each such Holder shall receive, at the option of FES, either:
payment in  full in Cash; ll.      delivery of collateral securing any such Claim and payment          of any interest required under section 506(b) of the Bankruptcy Code; l1l.      Reinstatement of such Claim; or lv        other treatment rendering such Claim Unimpaired.
c        Voting: Class  Al is Unimpaired      under the Plan. Holders of Claims in Class ,4.1 are conclusively deemed to have accepted the Plan pursuant to section I 126(0 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
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: 2. Class A2  - Other Prioritv Claims Against FES.
: a.      Classification: Class ,A2 consists of Other Priority Claims against FES.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class A2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A2, each such Holder shall receive, at the option of FES, either:
payment in  full in Cash; or ll.      other treatment rendering such Claim Unimpaired.
: c.      Voting: Class A2 is Unimpaired under the Plan. Holders of Claims in Class .A2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 3. Class A.3 Unsecured PCNffES Notes Claims Against FES.
: a.      Classification: Class ,{3 consists of Unsecured PCNffES Notes Claims against FES.
: b.      Allowance: The Unsecured PCN/FES Notes Claims Against FES shall be Allowed in the aggregate amount of $2,237,972,062, including the FES Notes Claims in the amount of $701,31 1,41 I and the guarantee claims of the Holders of Unsecured FG PCN Claims in the amount of $684,638,378, and Unsecured NG PCN Claims in the amount of $85 7,962,273.
c      Treatment: Except to the extent that a Holder of an Allowed Unsecured PCN/FES Notes Claim Against FES agrees to a less favorable treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge    of each Unsecured PCN/FES Notes Claim Against FES, each Holder of an Allowed Unsecured PCN/FES Notes Claim Against FES shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A3.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date or as soon as reasonably practicable thereafter, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufflrcient to provide each Electing Bondholder its allocable recovery of FES 40 18-50757-amk Doc  2529      FILED 04/1-8/1-9 ENTERED 04/18/19              L8.23:25 Page 45.6f X21
 
Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A3.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCN/FES Notes Claim Against FES that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distrihution.
: d.      Voting: Class ,{3 is Impaired under the Plan. Holders of Claims in Class    43 are entitled to vote to accept or reject the Plan.
: 4. Class A.4 - Mansfield Certificate Claims Agaipst FES.
: a.      Classificatiore: Class ,{4 consists of Mansfield Certificate Claims against FES.
: b.      Allowance: The Mansfield Certificate Claims Against FES shall be Allowed in the aggregate amount of $786,763,400 in accordance with the terms of the Mansfield Settlement.
: c.      Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Certificate Claim Against FES, each Holder of an Allowed Mansfield Certificate Claim Against FES shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box Unsecured Claims, and (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and Holders of FENOC-FES Unsecured Claims against FES and (iii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A,4.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FES Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims, (ii) the FENOC-FES Claim Reallocation to Holders of FES Single-Box Unsecured Claims and the Holders FENOC-FES Unsecured Claims 41 18-50757-amk Doc  2529      FILED 04/,18/L9 ENTERED 04/18/19                18:23:25 Page 46 of 1-21
 
against FES and (iii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock, subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FES in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class ,4.4.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim          Against FES that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
d        Voting: Class A,4 is Impaired under the Plan. Holders of Claims in Class 44 are entitled to vote to accept or reject the Plan.
: 5. Class A5  - FENOC-FES Unsecured        Claims Aeainst FES.
: a.      Classification: Class ,{5 consists of Holders of FENOC-FES Unsecured Claims (solely as to the portion of the claim against FES).
: b.      Treatment: Except to the extent that a Holder of an Allowed FENOC-FES Unsecured Claim against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction,        compromise, settlement, release and discharge of each FENOC-FES Unsecured Claim Against FES, each Holder of an Allowed FENOC-FES lJnsecured Claim Against FES shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the          FES Unsecured Distributable Value, and (ii) the FENOC-FES Claim Reallocation, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions, and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FENOC-FES Unsecured Claims against FES set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class A5.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FENOC-FES Unsecured Claim Against FES that              receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: c.      Voting: Class A5 is Impaired under the Plan. Holders of Claims in Class A5 are entitled to vote to accept or reject the Plan.
: 6. Class 4.6 -  FES Single-Box Unsecured Claims.
: a.      Classiticatian: Class  ,4'6 consists of FES Single-Box Unsecured Claims.
: b.      Treatmenl: Except to the extent that a Holder of an Allowed FES Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise,,settlement, release and discharge of each FES Single-Box Unsecured Claim, each Holder          of an Allowed FES      Single-Box 42 18-50757-amk Doc  2529 FILED 04/1-8/19              ENTERED 04/18/1-9      18.23:25 Page 47 ot L21,
 
Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FES Unsecured Distributable Value, (ii) the portion of the Reallocation Pool allocated to FES, (iii) the FENOC-FES Claim Reallocation, and (iv) the NG Reallocation Pool, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FES Single-Box Unsecured Claims set forth in clauses (i) through (iv) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class ,4.6.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FES Single-Box Unsecured Claim that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
c        Voting: Class ,4.6 is Impaired under the Plan. Holders of Claims in Class 4.6 are entitled to vote to accept or reject the Plan.
: 7. Class ,4.7 -Mansfield Indemnitv Claims Against FES.
: a.      Classification: Class A7 consists of the Mansfield    TIA Claims against FES    and the Mansfield OT Claims against FES.
b        Allowance: The Mansfield TIA Claims against FES shall be Allowed as Unsecured Claims in the aggregate amount of $178,000,000.00. The Mansfield OT Claims against FES shall be Allowed as Unsecured Claims in the aggregate amount of $28,882.75.
c        Treatment: Except to the extent that a Holder of an Allowed Mansfield Indemnity Claim against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Indemnity Claim against FES, each Holder of an Allowed Mansfield Indemnity Claim against FES shall receive, on the Initial Distribution Date, cash equal        to its Pro Rata share of    FES Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FES shall be subject to the Distributable Value Adjustment Amount applicable to Class A7.
d        Voting: Class A7 is Impaired under the Plan. Holders of Claims in Class A7 are entitled to vote to accept or reject the Plan.
: 8. Class AB  - Convenience    Claims against FES.
: a.      Classification: Class A8 consists of all Convenience Claims against FES.
b        Treatmenr: Except to the extent that a Holder of an Allowed Convenience Claim against FES agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against FES, each Holder of an Allowed Convenience Claim against FES that has properly elected to be treated as such on 43 18-50757-amk Doc252g        ' FTLED    O4ltSltg      ENTERED O4lLBl79        tBi23i25      Page 48 ot    t2l 1.l ].
 
its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 36.4Vo of the Allowed Convenience Claim.
: c.        Voting: Class AB is Impaired under the Plan. Holders of Claims in Class AB are entitled to vote to accept or reject the Plan.
: 9. Class ,4'9 - Inter-Debtor Claims aqainst FES.
: a.      Classification; Class A9 consists of prepetition Inter-Debtor Claims against FES.
: b.      Allowance.' The prepetition Inter-Debtor Claims against FES shall be Allowed as follows: (i) the prepetition Inter-Debtor Claims of FG against FES shall be Allowed as Unsecured Claims in the aggregate amount of $1,488,190,630; (ii) the prepetition Inter-Debtor Claims of NG against FES shall be Allowed as Unsecured Claims in the aggregate amount of $1,670,896,976; (iii) the prepetition Inter-Debtor Claims of FENOC against FES shall be Allowed as Unsecured Claims in the aggregate amount of $28,000,000; and (iv) the prepetition Inter-Debtor Claim of FE Aircraft against FES shall be Allowed as Unsecured Claims in the aggregate amount of $2,322,082.
: c.      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FES shall receive their Pro Rata share of the FES Unsecured Distributable Value.
In lieu of    Cash payment    or other distribution to the Debtors holding    such prepetition Inter-Debtor Claims against FES, the distributions on account of such prepetition Inter-Debtor Claims against FES shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FES by including the recovery on such prepetition lnter-Debtor Claims against FES in the calculation of the Unsecured Distributable Value relating to the Debtor holding such Inter-Debtor Claims against FES.
d        Voting: Class ,49 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FES are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 10. Class Al0 -    Interests in FES.
: a.      Classification: Class  Al0  consists of Interests in FES.
: b.      Treatmenf: As      of the Effective Date, Interests in FES shall be cancelled  and released without any distribution on account of such Interests.
c        Voting: Class A10 is Impaired under the Plan. Holders of Claims in Class Al0 are conclusively deemed to have rejected the Plan pursuant to section 1126(9) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
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: 11. Class  Bl -  Other Secured Claims aeainst FG.
: a.      Classification: Class  Bl  consists of Other Secured Claims against FG.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class B1 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, sefflement, release, and discharge of and in exchange for each Allowed Claim in Class 81, each such Holder shall receive, at the option of FG, either:
: t.      payment in  full in Cash; ii.      delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; iii. Reinstatement of such Claim; or iv.      other treatment rendering such Claim Unimpaired.
c      Voting: Class Bl is Unimpaired under the Plan. Holders of Claims in Class Bl are conclusively deemed to have accepted the Plan pursuant to section 1126(fl of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 12. Class 82  - Other Prioritv Claims Against FG.
: a.      Classification: Class 82 consists of Other Priority Claims against FG.
b      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class B2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class 82, each such Holder shall receive, at the option of FG, either:
payment in  full in Cash; or ll      other treatment rendering such Claim Unimpaired.
c        Voting: Class B2 is Unimpaired under the Plan. Holders of Claims in Class B2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 13. Class B3  - Secured FG PCN Designated      Claims.
: a.      Classilication; Class B3 consists of the Secured FG PCN Designated Claims.
b      Allowance: The Secured FG PCN Designated Claims shall be Allowed in the aggregate principal amount of $181,260,000, plus accrued and unpaid pre- and postpetition interest (at the prepetition rate) on such principal amount through 45 1-B-50757-amk Doc  2529      FILED 04/1-8/19 ENTERED 04/J-8/I9                18:23:25 Page 50 of 121-
 
c      Treatment: Allowed Secured FG PCN Designated Claims shall be paid in          full in Cash on the Effective Date or as soon thereafter as practicable.
d        Voting: Class B3 is Unimpaired under the Plan. Holders of Claims in Class B3 are conclusively deemed to have accepted the Plan pursuant to section 1126(f1 of the Banlffuptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 14. Class B4  - Secured FG PCN Reinstated Claims.
a"      Classificatioru: Class B4 consists    of the Secured FG PCN Reinstated      Claims against FG.
b      Allowance: The Secured FG PCN Reinstated Claims shall be Allowed in the aggregate principal amount of $146,300,000, plus accrued and unpaid pre- and postpetition interest (at the prepetition rate) on such principal amount through and including the Effective Date.
: c.      Treatmenr: Allowed Secured FG PCN Reinstated Claims shall be Reinstated in full on the Effective Date or as soon as practicable thereafter, provided, however, that any Allowed Secured FG PCN Reinstated Claims relating to accrued and unpaid pre- and postpetition interest on the principal amount of Secured FG PCN Reinstated Claims shall be paid in full in Cash.
The guarantee of FES with respect to such Allowed Secured FG PCN Reinstated Claims shall be released following the Effective Date, and on the Effective Date New FES shall provide a new unsecured guarantee with respect to such Allowed Secured FG PCN Reinstated Claims, and if any assets of FES are ffansferred to New Holdco pursuant to the Plan then New Holdco shall also provide a new unsecured guarantee with respect to such Allowed Secured FG PCN Reinstated C1aims.
: d.      Voting: Class B4 is Impaired under the Plan. Holders of Claims in Class B4 shall be entitled to vote to accept or reject the Plan.
: 15. Class 85  - Unsecured PCN/FES Notes Claims Aeainst FG.
: a.      Classification: Class B5 consists of Unsecured PCN/FES Notes Claims against FG.
: b.      Allowance: The Unsecured PCN/FES Notes Claims against FG shall be Allowed in the aggregate amount of $2,237,972,062, which is comprised of the Unsecured FG PCN Claims in the amount of $684,638,378 and the guarantee claims of the Holders of FES Notes Claims in the amount of $701,311,41l, and the Unsecured NG PCN Claims in the amount of $85 1,962,?73.
c        Treatment: Except to the extent that a Holder of an Allowed Unsecured PCN/FES Notes Claim Against FG agrees to a less favorable'treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge of each Unsecured PCN/FES Notes Claim Against FG, each Holder of an Allowed Unsecured PCN/FES Notes Claim Against FG shall 46 18-50757"amk Doc  2529      FILED 04/18119 ENTERED 04/18/1-9 18:23:25 ,'Page 51- of 121
 
receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of the FG Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 85.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCN/FES Notes Claims Against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 85.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCN/FES Notes Claim Against FG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class 85 is Impaired under the Plan. Holders of Claims in Class B5 are entitled to vote to accept or reject the Plan.
: 16. Class B6 - Mansfield              Claims Asainst FG.
: a.      Classification: Class B6 consists of Mansfield Certificate Claims against FG.
: b. Allowance: The Mansfield Certificate Claims Against FG shall be Allowed in the aggregate amount of $786,763,400 in accordance with the terms of the Mansfield Settlement.
c      Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against FG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Certificate Claim Against FG, each Holder of an Allowed Mansfield Certificate Claim Against FG shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of the FG Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 86.
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Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common          Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 86.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against FG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class B6 is Impaired under the Plan. Holders of Claims in Class B6 are entitled to vote to accept or reject the Plan.
: 17. Class B7  - FG Sinsle-Box Unsecured Claims.
: a.      Classification: Class 87 consists of FG Single-Box Unsecured Claims.
: b.      Treatment: Except to the extent that a Holder of an Allowed FG Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each FG Single-Box Unsecured Claim, each Holder of an Allowed FG Single-Box Unsecured Claim shall receive, on the Initial Distribution, cash equal to its Pro Rata share of (i) the FG Unsecured Distributable Value and (ii) the Reallocation Pool allocable to FG, provided that such Holders shall have the option to elect to receive their ratable share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed FG Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class 87.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FG Single-Box        Unsecured Claim that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
c        Voting: Class B7 is Impaired under the Plan. Holders of Claims in Class B5 are entitled to vote to accept or reject the Plan.
: 18. Class 88 -Mansfield Indemnitv Claims against FG.
: a.      Classification: Class BB consists of the Mansfield TIA Claims against FG and the Mansfield OT Claims agaiqst FG.
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: b. Allowance: The Mansfield TIA Claims against FG shall be Allowed                  as Unsecured Claims in the aggregate amount of $178,000,000.00. The Mansfield OT Claims against FG shall be Allowed as Unsecured Claims in the aggregate amount of $28,882.75.
c      Treatment: Except to the extent that a Holder of an Allowed Mansfield Indemnity Claim against FG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Indemnity Claim against FG, each Holder of an Allowed Mansfield Indemnity Claim against FG shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of FG Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FG shall be subject to the Distributable Value Adjustment Amount applicable to Class 88.
d      Voting: Class B8 is Impaired under the Plan. Holders of Claims in Class B8 are entitled to vote to accept or reject the Plan.
: 19. Class B9 -- Convenience Claims asainst FG.
: a.      Classification: Class B9 consists of all Convenience Claims against FG.
b      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against FG agrees to a less favorable treatment, in exchange for and in full and final  satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against FG, each Holder of an Allowed Convenience Claim against FG that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to 22.0Yo of the Allowed Convenience Claim.
: c.      Voting: Class B9 is Impaired under the Plan. Holders of Claims in Class B9 are entitled to vote to accept or reject the Plan.
: 20. Class Bl0  -  Inter-Debtor Claims aeainst FG.
: a.      Classification: Class 810 consists of prepetition Inter-Debtor Claims against FG.
: b. Allowance.' The prepetition Inter-Debtor Claims of FGMUC against FG shall be Allowed as Unsecured Claims in the aggregate amount of $901,881,812.
: c.      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FG shall receive their Pro Rata share of the FG Unsecured Distributable Value.
In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claim against FG, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FG by including the recovery on such prepetition Inter-Debtor Claims against FG in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FG.
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d      Voting: Class 810            is  Impaired under the        Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FG are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 21. Class Bl l    - Interests in FG.
: a.      Classificafion: Class B1      I consists of Interests in FG.
: b.      Treatmenf: Reorganized FES shall retain ownership of all Interests in FG.
Voting: Holders of lnterests in Class Bll are conclusively deemed to have accepted the Plan pursuant to section 1126(0 of the Bankruptcy Code.
Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 22. Class Cl - Other Secured Claims          against NG.
: a.      Classification: Class      Cl  consists of Other Secured Claims against NG.
b      Treatmenr: Except to the extent that a Holder of an Allowed Claim in Class        Cl agrees      to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Cl, each such Holder shall receive, at the option of NG, either:
payment in  full in Cash; lt.          delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; I ll.        Reinstatement of such Claim; or lv          other treatment rendering such Claim Unimpaired.
c        Voting: Class Cl is Unimpaired under the Plan. Holders of Claims in Class Cl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 23. Class C2  -  Other Prioritv Claims against NG.
: a.      Classification: Class C2 consists of Other Priority Claims against NG.
b      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class C2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C2, each such Holder shall receive, at the option of NG, either:
payment in  full in Cash; or lt          other treatment rendering such Claim Unimpaired.
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c      Voting: Class C2 is Unimpaired under the Plan. Holders of Claims in Class C2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f1 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
24  Class Ci -          NG PCN Claims.
: a. ClassiJication: Class C3 consists of the Secured NG PCN Claims against NG.
: b. Allowance: The Secured NG PCN Claims shall be Allowed in the aggregate principal amount of $284,600,000, plus accrued and unpaid pre- and postpetition interest (at the prepetition rate) on such principal amount through and including the Effective Date.
c      Treatmenf.' Allowed Secured NG PCN Claims shall be Reinstated in      full on the Effective Date, or as soon thereafter as practicable, provided, however, that any Allowed Secured NG PCN Claims relating to accrued and unpaid pre- and postpetition interest on the principal amount of the Secured NG PCN Claims through and including the Effective Date shall be paid in full in Cash.
The guarantee of FES with respect to such Allowed Secured NG PCN Claims shall be released following the Effective Date, and on the Effective Date New FES shall provide a new unsecured guarantee with respect to such Allowed Secured NG PCN Claims and if any assets of FES are transferred to New Holdco pursuant to the PIan then New Holdco shall also provide a new unsecured guarantee with respect to such Allowed Secured NG PCN Claims that are reinstated.
d      Voting: Class C3 is Impaired under the Plan. Holders of Claims in Class C3 are entitled to vote to accept or reject the Plan.
: 25. Class C4 -Unsecured PCNffES Notes Claims aqainstNG.
: a.      Classification: Class C4 consists of Unsecured PCN/FES Notes Claims against NG.
b      Allowance: The Unsecured PCN/FES Notes Claims Against NG shall be Allowed in the aggregate amount of $2,237,912,062, which is comprised of the Unsecured NG PCN Claims in the amount of $851,962,273 and the guarantee claims of the Holders of FES Notes Claims in the amount of $701,311,41 I and the Unsecured FG PCN Claims in the amount of $684,638,378.
c      Treatment: Except to the extent that a Holder of an Allowed Unsecured PCN/FES Notes Claim Against NG agrees to a less favorable treatment, in exchange  for and in full and final satisfaction, compromise, settlement, release and discharge of each Unsecured PCN/FES Notes Claim Against NG, each Holder of an Allowed Unsecured PCNffES Notes Claim Against NG shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive PIan, in an amount eq,.ral to its Pro Rata share of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single Box 51 18-50757-amk Doc  2529    FILED.'O4lLBlL9 ENTERED 04/181L9 LB:23:25 Page 56 of 121                    1..
 
Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Unsecured PCNffES Notes Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class C4.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Dishibution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common          Stock, provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of NG Unsecured Distributable Value, suhject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed lJnsecured PCN/FES Notes Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class C4.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Unsecured PCNffES Notes Claim Against NG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class C4 is Impaired under the Plan. Holders of Claims in Class C4 are entitled to vote to accept or reject the Plan.
: 26. Class C5 - Mansfield Certificate Claims Asainst NG.
: a.      Classification: Class C5 consists of Mansfield Certificate Claims against NG.
: b. Allowance: The Mansfield Certificate Claims Against NG shall be Allowed in the aggregate amount of $786,763,400 in accordance with the terms of the Mansfield Settlement.
c      Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against NG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Certificate Claim Against NG, each Holder of an Allowed Mansfield Certificate Claim Against NG shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock, subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Poo[ to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against NG in accordance with the preceding sentence shall be subject      to the Distributable Value Adjustment Amount applicable to Class C5.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash PooI in lieu of New Common          Stock, provided, however that  to the extent  the 52 1-B-50757-amk Doc  2529      FILED 04ll-8119 ENTERED 04/18/1-9              18:23:25 Page 57 ot L21.
 
Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of NG Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against NG in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class C5.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against NG that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: d.      Voting: Class C5 is Impaired under the PIan. Holders of Claims in Class C5 are entitled to vote to accept or reject the Plan.
: 27. Class C6 -NG Single-Box Unsecured Claims.
: a.      Classffication: Class C6 consists of NG Single-Box Unsecured Claims.
: b.      Treatmenf: Except to the extent that a Holder      of an Allowed NG Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each NG Single-Box Unsecured Claim, each Holder of an Allowed NG Single-Box Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to their Pro Rata share of NG Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their ratable share of New Common Stock in equal amount, subject to the Equrty Election Conditions and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed NG Single-Box Unsecured Claims shall be subject to the Distributable Value Adjustment Amount applicable to Class C6.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed NG Single-Box Unsecured Claim that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
c      Voting: Class C6 is Impaired under the Plan. Holders of Claims in Class C6 are entitled to vote to accept or reject the Plan.
: 28. Class C7  - NG-FENOC Unsecured Claims aeainst NG.
: a.      Classification: Class C7 consists of Holders of NG-FENOC Unsecured Claims (solely as to the portion of the claim against NG).
: b.      Treatment: Except to the extent that a Holder of an Allowed NG-FENOC Unsecured Claim against NG agrees to less favorahle treatment, in exchange for full and final satisfaction, compromise, settlement, release and discharge of each 53 18-50757-amk Doc  2529      FTLED    04/18/19 ENTERED              04/18119 L8:23:25 Page 58 of 121
 
NG-FENOC Unsecured Claim, each Holder of an Allowed NG-FENOC Unsecured Claim against NG shall receive, on the Initial Distribution, cash equal to their Pro Rata share of NG Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions, and subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed NG-FENOC Unsecured Claims against NG shall be subject to the Distributable Value Adjustment Amount applicable to Class C7.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed NG-FENOC            Unsecured Claim Against NG that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
c      Voting: Class C7 is Impaired under the Plan. Holders of Claims in Class C7 are entitled to vote to accept or reject the Plan.
: 29. Class C8  - Convenience    Claims asainst NG.
: a.      Classification: Class C8 consists of all Convenience Claims against NG.
: b.      Treatmenl: Except to the extent that a Holder of an Allowed Convenience Claim against NG agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against NG, each Holder of an Allowed Convenience Claim against NG that has properly elected to be treated as such on its Ballot shall receive, on the Initial Distribution Date, Cash in an amount equal to35.7Yo ofthe Allowed Convenience Claim.
c      Voting: Class CB is Impaired under the Plan. Holders of Claims in Class CB are entitled to vote to accept or reject the Plan.
: 30. Class C9  - Inter-Debtor Claims against NG.
: a.      Classffication: Class CB consists of prepetition Inter-Debtor Claims against NG.
b      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against NG, if any, shall receive their Pro Rata share of the NG Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against NG, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against NG by including the recovery on such prepetition Inter-Debtor Claims against NG in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against NG.
c      Voting: Class C9 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against NG are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
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: 31. Class Cl0-Interests inNG.
: a.      Classffication: Class C10 consists of Interests in NG.
: b.      Treatmenl: Reorganized FES shall retain ownership of all of the Interests in NG.
: c.      Voting: Holders of lnterests in Class ClO are conclusively deemed to have accepted the Plan pursuant to section ll26(f) of the Bankruptcy Code.
Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 32. Class Dl -  Other Secured Claims against FENOC.
: a.      Classification: Class  Dl consists  of Other Secured Claims against FENOC.
b      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class    Dl agrees  to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Dl, each such Holder shall receive, at the option of FENOC, either:
payment in  full in Cash;
: 11.      delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; nl      Reinstatement of such Claim; or lv      other treatment rendering such Claim Unimpaired.
: c.      Voting: Class Dl is Unimpaired under the Plan. Holders of Claims in Class Dl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 33. Class D2  - Other Prioritv Claims asainst FENOC.
: a.      Classification: Class D2 consists of Other Priority Claims against FENOC.
: b.      Treatmenl: Except to the extent that a Holder of an Allowed Claim in Class D2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class D2, each such Holder shall receive, at the option of FENOC, either:
: i.      payment in  full in Cash; or ii.      other treatment rendering such Claim Unimpaired.
: c.      Voting: Class D2 is Unimpaired under the Plan. Holders of Claims in Class D2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
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: 34. Class D3  - FENOC-FES Unsecured Claims against FENOC.
: a.      Classification: Class D3 consists of Holders of FENOC-FES Unsecured Claims (solely as to the portion of the claim against FENOC).
b      Treatment: Except to the extent that a Holder of an Allowed FENOC-FES Unsecured Claim against FENOC agrees to a less favorable treatment, in exchange    for and in full and final satisfaction, compromise, settlement, release and discharge    of each FENOC-FES Unsecured Claim against FENOC, each Holder of an Allowed FENOC-FES Unsecured Claim against FENOC shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of FENOC Unsecured Distributable Value, provided that such Holders shall have the option to elect to receive their Pro Rata share of New Common Stock in equal amount, subject to the Equity Election Conditions and subject to dilution for the Management Incentive Plan, provided however, that such election shall only be available on account of the portion of the Allowed FENOC-FES Unsecured Claim guaranteed by FES, The aggregate amount of value available for distribution to Holders of Allowed FENOC-FES Unsecured Claims against FENOC shall be subject to the Distributable Value Adjustment Amount applicahle to Class D3.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed FENOC-FES Unsecured Claim against FENOC that receives New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash Distribution.
: c.      Voting; Class D3 is Impaired under the Plan. Holders of Claims in Class D3 are entitled to vote to accept or reject the Plan.
: 35. Class D4  - FENOC Single-Box Unsecured Claims asainst FENOC.
: a.      Classification: Class D4 consists of FENOC Single-Box Unsecured Claims.
: b.      Treatmenf; Except to the extent that a Holder of an Allowed FENOC Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each FENOC Single-Box Unsecured Claims, each Holder of an Allowed FENOC Single-Box Unsecured Claim shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FENOC Unsecured Distributable Value and (ii) the portion of the Reallocation Pool allocable to FENOC. The aggregate amount of value available for distribution to Holders of Allowed FENOC Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class D4.
: c.      Voting: Class D4 is Impaired under the Plan. Holders of Claims in Class D4 are entitled to vote to accept or reject the Plan.
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: 36. Class D5 - NG-FENOC Unsecured Claims against FENOC.
: a. ClassiJication: Class D5 consists of Holders of NG-FENOC Unsecured Claims (solely as to the portion of the claim against FENOC).
b      Treatment: Except to the extent that a Holder of an Allowed NG-FENOC Unsecured Claim against FENOC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each NG-FENOC Unsecured Claim against FENOC, each Holder of an Allowed NG-FENOC Unsecured C1aim shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of FENOC Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed NG-FENOC Unsecured Claims against FENOC shall be subject to the Distributable Value Adjustment Amount applicable to Class D5.
c      Voting: Class D5 is Impaired under the Plan. Holders of Claims in Class D5 are entitled to vote to accept or reject the Plan.
: 37. Class D6 - Convenience Claims asainst FENOC-
: a. Classification: Class D6 consists of all Convenience Claims against FENOC.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against FENOC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against FENOC, each Holder of an Allowed Convenience Claim against FENOC that has properly elected to be treated as such on its Ballot shall receive, on the Initial Dishibution Date, Cash in an amount equal to24.3o/o of the Allowed Convenience Claim.
c      Voting: Class D6 is Impaired under the Plan. Holders of Claims in Class D6 are entitled to vote to accept or reject the Plan.
: 38. Class D7 - Inter-Debtor  Claims aeainst FENOC.
: a. Classification: Class D7 consists      of prepetition Inter-Debtor Claims against FENOC.
b      Allowance: The prepetition Inter-Debtor Claims of FES against FENOC shall be Allowed as Unsecured Claims in the aggregate amount of $32,603,216.
c      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FENOC shall receive their Pro Rata share of the FENOC Unsecured Distributable Value. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims, the distributions on account of such prepetition Inter-Debtor Claims against FENOC shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FENOC by including the recovery on such prepetition Inter-Debtor Claims against FENOC in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FENOC.
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: d.      Voting: Class D7 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FENOC are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 39. Class D8  - Interests in FENOC.
: a.      ClassiJication: Class D8 consists of Interests in FENOC.
: b.      Treatment: On the Effective Date, Interests in FENOC shall be cancelled and released without any distribution on account of such Interests. On the Effective Date, shares of new common stock of Reorganized FENOC shall be issued to Reorganized FES.
c      Voting: Holders of Interests in Class D8 are conclusively deemed to have rejected the Plan pursuant to section 1126(9) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 40. Class El - Other Secured Claims      against FGMUC.
: a.      Classification: Clarls  El  consists of Other Secured Claims against FGMUC.
b      Trealmenr: Except to the extent that a Holder of an Allowed Claim in Class      El agrees    to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class El, each such Holder shall receive, at the option of FGMUC, either:
: i.        payment in  full in Cash; ii        delivery of collateral securing any such Claim and payment      of  any interest required under section 506(b) of the Bankruptcy Code; Iu.        Reinstatement of such Claim; or lv        other treatment rendering such Claim Unimpaired.
: c.      Voting: Class E,l is Unimpaired under the Plan. Holders of Claims in Class El are conclusively deemed to have accepted the Plan pursuant to section 1126(f1 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 41. Class EZ  - Other Priority Claims asainst FGMUC.
: a.      Classification: Class E2 consists of Other Priority Claims against FGMUC.
b      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class E2 agrees to less favorable trgatment of its Allowed Claim, in full and final satisfaction, settlement, release, ffid discharge of and in exchange for each Allowed Claim in Class E2, each such Holder shall receive, at the option of FGMUC, either:
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: l.      payment in  full in Cash; or ii.      other treatment rendering such Claim Unimpaired.
c,      Voting: Class E2 is Unimpaired under the Plan. Holders of Claims in Class E2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled fo vote to accept or reject the Plan.
: 42. Class E3  - Mansfield  Certificate Claims against FGMUC.
: a.      Classification: Class E3 consists of the Mansfield Certif,rcate Claims against FGMUC.
b      Allowance: The Mansfield Certificate Claims shall be allowed in the amount of
                          $786,763,400 in accordance with the terms of the Mansfield Settlement.
c      Treatment: Except to the extent that a Holder of an Allowed Mansfield Certificate Claim Against FGMUC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each Mansfield Certificate Claim against FGMUC, each Holder of an Allowed Mansfield Certificate Claim against FGMUC shall receive, on the Effective Date or as soon as reasonably practicable thereafter, New Common Stock subject to dilution for the Management Incentive Plan, in an amount equal to its Pro Rata share of FGMUC Unsecured Distributable Value, subject to (i) the reallocation of the Reallocation Pool to Holders of Single Box Unsecured Claims and (ii) the Mansfield Reallocation. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FGMUC in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E3.
Notwithstanding the foregoing, Electing Bondholders shall receive, on the Initial Distribution Date, their Pro Rata share of the Unsecured Bondholder Cash Pool in lieu of New Common Stoclq provided, however that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of FGMUC Unsecured Distributable Value, subject to the reallocation of (i) the Reallocation Pool to Holders of Single-Box Unsecured Claims and (ii) the Mansfield Reallocation, the Electing Bondholders shall receive the remainder of their distribution in New Common Stock subject to dilution for the Management Incentive Plan. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Certificate Claims against FGMUC in accordance with the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E3.
In addition, to the extent there is an Effective Date Cash Distribution, any Holder of an Allowed Mansfield Certificate Claim Against FGMUC that received New Common Stock in satisfaction of its Claim shall receive its Pro Rata share of the Effective Date Cash    Distribution.                r
: d.      Voting: Class E3 is Impaired under the Plan. Holders of Claims in Class E3 are entitled to vote to accept or reject the Plan.
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: 43. Class E4  - FGMUC Single-Box Unsecured Claims.
: a.      Classification: Class E4 consists of FGMUC Single-Box Unsecured Claims.
b      Treatment: Except    to the extent that a Holder of an FGMUC          Single-Box Unsecured Claim agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of the FGMUC Single-Box Unsecured Claims, the Holders of FGMUC Single-Box Unsecured Claims shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of (i) the FGMUC Unsecured Distributable Value, and (ii) the portion of the Reallocation Pool allocable to FGMUC. The aggregate amount of value available for distribution to Holders of Allowed FGMUC Single-Box Unsecured Claims set forth in clauses (i) and (ii) of the preceding sentence shall be subject to the Distributable Value Adjustment Amount applicable to Class E4.
: c.      Voting: Class E4 is Impaired under the Plan. Holders of Claims in Class E4 are entitled to vote to accept or reject the Plan.
: 44. Class E5  - Mansfield Indemnitv Claims aqainst FGMUC.
: a.      ClassiJication: Class E5 consists of the Mansfield  TIA Claims against FGMUC and the Mansfield OT Claims against FGMUC.
: b. Allowance: The Mansfield TIA Claims against FGMUC shall be Allowed as IJnsecured Claims in the aggregate amount of $178,000,000.00. The Mansfield OT Claims against FGMUC shall be Allowed as Unsecured Claims in the aggregate amount of $28,882.15.
: c.      Treatmenf: Except to the extent that a Holder of an Allowed Mansfield Indemnity Claim against FGMUC agrees to a less favorable treatment, in exchange for and in full and final satisfaction' compromise, settlement, release and discharge of each Mansfield Indemnity Claim against FGMUC, each Holder of an Allowed Mansfield Indemnity Claim against FGMUC shall receive, on the Initial Distribution Date, cash equal to its Pro Rata share of the FGMUC Unsecured Distributable Value. The aggregate amount of value available for distribution to Holders of Allowed Mansfield Indemnity Claims against FGMUC shall be subject to the Distributable Value Adjustment Amount applicable to Class E5.
: d.      Voting: Class E5 is Impaired under the Plan. Holders of Claims in Class E5 are entitled to vote to accept or reject the Plan.
: 45. Class E6  - Convenience Claims aeainst FGMUC.
: a.      Classification: Class E6 consists of all Convenience Claims against FGMUC.
b      Treatmenf: Except to the extent that a Holder of an Allowed Convenience Claim against FGMUC agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release, and discharge of each Allowed Convenience Claim against FGMUC, each Holder of an Allowed Convenience Claim against FGMUC that has properly elected to be treated as 60 18-50757-amk Doc  2529      FILED    04/18/19 ENTERED 04/181I9 18.23:25 Page 65 of 1-21
 
such on its Ballot shall receive, on the Initial Distribution Date, Cash      in an amount equal to 18.0% of the Allowed Convenience Claim.
c      Voting: Class E6 is Impaired under the Plan. Holders of Claims in Class E6 are entitled to vote to accept or reject the Plan.
: 46. Class E7  - Inter-Debtor  Claims against FGMUC.
: a.      Classification: Class E7 consists      of prepetition Inter-Debtor Claims against FGMUC.
b      Allowance: The prepetition Inter-Debtor Claims against FGMUC shall be Allowed as Unsecured Claims as follows: (i) the prepetition Inter-Debtor Claims of NG against FGMUC shall be Allowed in the amount of $6,555,811; (ii) the prepetition Inter-Debtor Claims of FE, Aircraft against FGMUC shall be Allowed in the amount of $106,785.00; and (iii) the prepetition Inter-Debtor Claims of FES against FGMUC shall be Allowed in the amount of $360,871,968.
: c.      Treatment: Each Holder of an Allowed prepetition Inter-Debtor Claim against FGMUC shall receive their Pro Rata share of the FGMUC Unsecured Distributable Value. [n lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against FGMUC against FGMUC by including the recovery on such prepetition Inter-Debtor Claims against FGMUC in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against FGMUC.
: d.      Voting: Class E7 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FGMUC are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 47. Class E8  - lnterests in FGMUC.
a-      Classification: Class E8 consists of Interests in FGMUC.
: b.      Treatment; In the discretion of the Debtors, in consultation with the Consenting Creditors and the Committee, Reorganized FG shall continue to own all of the Interests in FGMUC or FGMUC shall be dissolved and all Interests in FGMUC shall be cancelled and released without any distribution on account of such Interests.
: c.      Voting: Holders of Interests in Class EB are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
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: 48. Class Fl - Other Secured Claims against    FE Aircraft.
: a.      Classificatfon: Class  Fl consists of Other Secured Claims against FE Aircraft.
b      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Fl agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, ffid discharge of and in exchange for each Allowed Claim in Class Fl, each such Holder shall receive, at the option of FE Aircraft, either:
payment in full in Cash; 1l        delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; lll. Reinstatement of such Claim; or iv.      other treatment rendering such Claim Unimpaired.
: c.      Voting: Class Fl is Unimpaired under the Plan. Holders of Claims in Class Fl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 49. Class F2  - Other Prioritv Claims aeainst FE Aircraft.
: a.      Classification: Class F2 consists of Other Priority Claims against FE Aircraft.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class F2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class F2, each such Holder shall receive, at the option of FE Aircraft, either:
: t.        payment in full in Cash; or ii.      other treatment rendering such Claim Unimpaired.
c        Voting; Class F2 is Unimpaired under the Plan. Holders of Claims in Class F2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 50. Class F3  - General  Unsecured Claims asainst FE Aircraft.
: a.      Classification: Class F3 consists      of General Unsecured Claims against FE Aircraft.
b      Treatment: To the extent there are any General Unsecured Claims Against FE Aircraft, except to the extent that a Holder of an Allowed General Unsecured Claim Against FE Aircraft agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge 62 1-8-50757-amk Doc ?529 FILED 04/1-8/1-9 . ENTERED 04/1-8/19 18:23:25 Page 67 ot 12L
 
of each General Unsecured Claim Against FE Aircraft, each Holder of an Allowed General lJnsecured Claim Against FE Aircraft shall receive, on the Initial Distribution Date, its Pro Rata share of the FE Aircraft Cash Distribution Pool.
: c.      Voting: Class F3 is Impaired under the Plan. Holders of Claims in Class F3 are entitled to vote to accept or reject the Plan.
: 51. Class F4  - Inter-Debtor Claims against FE Aircraft.
: a.      Classification; Class F4 consists of prepetition Inter-Debtor Claims against FE Aircraft.
b      Treatment; Each Holder of an Allowed prepetition Inter-Debtor Claim against FE Aircraft  if any, shall be treated pari passa with Unsecured Claims against FE Aircraft and will share in distributions from FE Aircraft. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against FE Aircraft, the distributions on account of such prepetition Inter-Debtor Claims shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition lnter-Debtor Claims against FE Aircraft against FE Aircraft by including the recovery on such prepetition Inter-Debtor Claims against FE, Aircraft in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Dehtor Claims against FE Aircraft.
: c.      Voting: Class F4 is Impaired under the Plan. Notwithstanding such Impairment, Holders of prepetition Inter-Debtor Claims against FE Aircraft are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 52. Class F5  - Interests in FE Aircraft.
: a.      Classffication: Class F5 consists of Interests in FE Aircraft.
b      Treatment:    FE, Aircraft shall be dissolved and Interests in FE Aircraft shall be cancelled and released without any distribution on account of such lnterests.
: c.      Voting: Holders of Interests in Class F5 are conclusively deemed to have rejected the Plan pursuant to section I126(9) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 53. Class Gl - Other Secured Claims      asainst Norton.
: a.      Classificatior: Class Gl consists of Other Secured Claims against Norton.
: b.      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class Gl agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class Gl, each such Holder shall receive, at the option of Norton, either:
63
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: l.      payment in full in Cash; ii.      delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; iii. Reinstatement of such Claim; or iv.      other treatment rendering such Claim Unimpaired.
c      Voting: C1ass Gl is Unimpaired under the Plan. Holders of Claims in Class Gl are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 54. Class G2  - Other Prioritv Claims against Norton.
: a. Classffication: Class G2 consists of Other Priority Claims against Norton.
b      Treatmenf: Except to the extent that a Holder of an Allowed Claim in Class G2 agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class G2, each such Holder shall receive, at the option of Norton, either:
: 1.      payment in  full in Cash; or ii.      other treatment rendering such Claim Unimpaired.
: c.      Voting: Class G2 is Unimpaired under the Plan. Holders of Claims in Class G2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
: 55. Class G3  - General Unsecured    Claims against Norton.
: a. Classification; Class G3 consists of General Unsecured Claims against Norton.
b      Treatment: To the extent there are any General Unsecured Claims Against Norton, except to the extent that a Holder of an Allowed General Unsecured Claim Against Norton agrees to a less favorable treatment, in exchange for and in full and final satisfaction, compromise, settlement, release and discharge of each General Unsecured Claim Against Norton, each Holder of an Allowed General Unsecured Claim Against Norton shall receive, on the Initial Distribution Date, its Pro Rata share of the Norton Cash Distribution Pool.
: c. Voting: Class G3 is Impaired under the Plan. Holders of Claims in Class G3 are entitled to vote to accept or reject the Plan.
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: 56. Class G4  - Inter-Debtor Claims against Norton.
: a.      ClassiJication: Class G4 consists    of prepetition Inter-Debtor Claims against Norton.
b      Treatmenl: Each Holder of an Allowed prepetition Inter-Debtor Claim against Norton, if any, shall be treated pari passu with General Unsecured Claims Norton and will share in distributions from Norton. In lieu of Cash payment or other distribution to the Debtors holding such prepetition Inter-Debtor Claims against Norton, the distributions on account of such prepetition Inter-Debtor Claims against Norton shall be made to the Holders of Allowed Unsecured Claims against the Debtor holding such prepetition Inter-Debtor Claims against Norton against Norton by including the recovery on such prepetition Inter-Debtor Claims against Norton in the calculation of the Unsecured Distributable Value relating to the Debtor holding such prepetition Inter-Debtor Claims against Norton.
: c.      Voting: Class G4 is Impaired under the Plan. Notwithstanding such Impairment, holders  of prepetition Inter-Debtor Claims against Norton are insiders whose votes will not be counted. Accordingly, this class will not vote to accept or reject the Plan.
: 57. Class G5  - Interests in Norton.
: a.      Classification; Class G5 consists of Interests in Norton.
b      Treatment; Reorganized FG shall retain ownership of all of the Interests in Norton.
: c.      Voting: Holders of Interests in Class G5 are conclusively deemed to have accepted the Plan pursuant to section ll26(f) of the Bankruptcy Code.
Therefore, such Holders are not entitled to vote to accept or reject the Plan.
C.      Special Provision Governing Unimpaired Claims.
Except as otherwise provided in the Plan, nothing in the Plan shall affect the Debtors' rights in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims.
D.      Elimination of Vacant Classes Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class.
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                                  'FILED
 
E.      ConJirmation Pursuant to Sections I I 29(a)(10) and I 129(b) of the Banlvuptcy Code.
Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Anicle III.B of the Plan.
The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Interests.
F.      Controversy Concerning Impairment.
If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.
G.      Equity Election Conditions.
As noted in Article III.B of the Plan and as disclosed on the Bankruptcy Court's public docket in the Notice of the Debtors' Entry into a Restructuring Support Agreement and of the Record Date for Equity Elections under the Debtors' Plan of Reorganization filed with the Bankruptcy Court on January 23, 2079 [Docket No. 1995], Holders of Claims in Classes ,4.5, ,4.6, 87 , C6, C7, and D3 have an option on their ballots to accept or reject the Plan to elect to receive a distribution in the form of New Common Stock instead of a distribution in the form of Cash in satisfaction of their Claims if such Holder certifies on its ballot to accept or reject the Plan, or by such other method acceptable to the Debtors with the consent of the Requisite Supporting Parties (as defined in the Restructuring Support Agreement) and the Committee, that the Holder (i) was the beneficial holder of such Claims as of the applicable Equity Election Record Date and has not sold, transferred, or provided a participation in such Claims, or directly or implicitly agreed to do so following the applicable Equity Election Record Date or (ii) is otherwise a party to the Restructuring Support Agreement and the beneficial holder of such Claims and such Claims were subject to the Restructuring Support Agreement as of the applicable Equity Election Record Date (the "Equity Election Conditions").
Accordingly, any Holder who is not a party to the Restructuring Support Agreement is not permitted to make any equity election applicable to its Claim if it sold such Claims after the Equity Election Record Date. Any Holder who purchased a Claim after the Equity Election Record Date is not permitted to make any equity election applicable to its Claim unless such Claim is subject to the Restructuring Support Agreement because the Holder would be unable to make the certification required by the Equity Election Conditions. For the avoidance of doubt, any Holder of a Claim that arises after the Equity Election Record Date (e.9., a Claim arising from the Debtors' rejection of an executory contract that occurs after the Equity Election Record Date) shall be permitted to make an election to receive Cash or New Common Stock subject to satisfaction of each of the other Equity Election Conditions.
The Plan Administrator and Disbursing Agent are authorized to request from any Holder information supporting a Holder's certification that it has satisfied the Equity Election Conditions. If a Holder fails to provide such information prior to the Effective Date, then the Disbursement Agent may at its discretion make a distribution to such Holder on account of its Claim in the manner required by the Plan as if such Holder did not elect to receive New Common Stock.
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ARTICLE IV.
MEANS F'OR IMPLEMENTATION OF THE PLAN A        Plan Settlement.
Pursuant to section ll23 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of those matters resolved pursuant to the Plan Settlement. The Plan Settlement constitutes a settlement of the potential litigation of issues including, among other things, the validity, enforceability and priority of various Inter-Debtor Claims, the allocation of value between and among the Debtors' Estates, including the allocation of the FE, Settlement Value among the Dehtors, and incorporates the Mansfield Settlement and the Mansfield Owner Parties' Settlement. The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of each of the compromises and settlements contemplated herein and comprising the Plan Settlement, and the Bankruptcy Court's findings shall constitute its determination that such compromises and settlements are in the best interests of the Debtors, their Estates, Creditors, and other parties-in-interest, and are fair, equitable, and within the range of reasonableness. Each provision of the Plan, as it pertains to the settlements incorporated herein, shall be deemed non-severable from each other and from the remaining terms of the Plan. Subject to Article VI of the Plan, all distributions made to Holders of Allowed Claims and Allowed Interests in any Class are intended to be and shall be final. As set forth herein, the Plan Settlement will be implemented as follows:
: 1.      FE Settlement Asreement.
The FE Non-Debtor Parties shall pay the Estates the FE Settlement Value in accordance with the terms of the FE Settlement Agreement and the FE, Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order. In exchange for the FE Non-Debtor Parties' contributions to the Chapter 11 Cases, including the FE Settlement Value, the FE Non-Debtor Parties shall be entitled to the Party Releases, the Consensual Third Party Releases, the Exculpations and the Injunctions set forth in the Plan, along with the other consideration provided to the FE Non-Debtor Parties under the FE Settlement Agreement.
On the Effective Date, in consideration for the ParU Releases, the Consensual Third Party Releases, the Exculpations and the Injunctions set forth in the FE Settlement Agreement (subject to the Consent and Waiver and the Consent and Waiver Order) and the Plan, along with the other consideration provided to the FE Non-Debtor Parties in the FE, Settlement Agreement, the FE Non-Debtor Parties shall release any and all prepetition Claims against the Debtors (except for any Claims under the Ta>r Allocation Agreement on account of tax year 2018), all Employee Related Claims (as defined in the FE, Settlement Agreement), except as expressly provided for in the FE Settlement Agreement, and certain postpetition claims as expressly provided in the FE Settlement Agreement. In addition, on the Effective Date, the FE Non-Debtor Parties will also waive and release the following Claims arising after the Petition Date: (i) any Claims under the FE/FES Revolver including, without limitation, any Claims for postpetition interest; (ii) any Claims related to the Rail Claim Settlement; (iii) any Claims held by AE Supply against FES in respect of the AE Supply/FES Note, including, without limitation, fltry Claims for postpetition interest; and (iv) any Claims from FE Corp.'s ownership interest in the Mansfield 2007 Trust F including, without limitation, any tax or other indemnity Claims arising from the rejection of the Mansfield Facility Documents. Because the FE Non-Debtor Parties are releasing any and all prepetition Claims against the Debtors, the FE Non-Debtor Parties shall not vote on the Plan. To the extent the FE Settlement Agreement is terminated, nothing contained in the Plan shall be deemed to waive or release 67 r 18-50757-amk        Doc  2529    FILED 04/1"8/19 ENTERED O4ltglLg              18:23:25 Page      72 ol  72t
 
any Claims held by the FE Non-Debtor Parties under any subsequent plan of reorganization or liquidation.
: 2.      Allocation of FE Settlement Consideration Among the Estates.
The FE Settlement Value contributed to the Estates as part of the FE Settlement Agreement will be paid to the Estates in accordance with the terms of the Plan, the FE Settlement Agreement, and the FE Settlement    Order. The FE Settlement Direct Consideration will be allocated among the Debtors as follows: (i) FES  - 57.SYo; (ii) FG -23.4%; (iii) NG - 15.1%; (iv) FENOC -2.7%; and (v) FGMUC -
1.3%.
: 3.      Allocation of FEIFES Revolver Proceeds Pursuant  to section ll23 of the Bankruptcy Code            and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits under the Plan, the Plan shall constitute a good faith settlement of any and all potential or actual Claims or Causes of Action related to the allocation of the proceeds from the FE/FES Revolver. Such proceeds shall be allocated as follows: (i)
FES -- $475,000,000; and (ii) FG -- $25,000,000.
4        Allocation of Proceeds from Sales of the Bay Shore Power Plant, West Lorain Power Plant and the RE Bureer Power Plant.
On the Effective Date, the FG Mortgage Indenture Trustee is authorized and directed to transfer to the Reorganized Debtors (i) FG's allocable share of the proceeds from the sale of the Bay Shore Power Plant, (ii) the proceeds from the sale of the West Lorain Power Plant, if any, allocable to assets covered by the FG Mortgage, (iii) proceeds from the RE Burger Power Plant sale, and (iv) any additional proceeds from the sale of other collateral securing the Secured FG PCN Claims.
5        Allocation  of Administrative Expense Claims and Distributable Value              Adiustment Amount.
For the purposes of the Plan Settlement, the Allocated Administrative Expenses were allocated among the Debtor entities on a ratable basis based on the estimated amount of Unsecured Non-Priority Claims against each Debtor, taking into account any guarantee claims against such Debtor; provided that to the extent an Estimated Administrative Expense was directly attributable to a particular Debtor such claim was allocated to that particular Dehtor, provided that hllocated Administrative Expenses related to professional fees of the Consenting Creditors allocated to FENOC shall be capped at $100,000 and any additional such amounts shall be reallocated ratably among the other Debtors based on the estimated amount of Unsecured Non-Priority Claims against each Debtor, taking into account any guarantee claims against such Debtor. Notwithstanding the foregoing, to the extent the aggregate Allowed amount of Administrative Claims, Priority Claims, Other Priority Claims and Other Secured Claims differ from the Estimated Administrative Expenses, such difference, whether positive or negative, shall be allocated among the Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims) Pro Rata based on their respective Distributable Value Splits.
Notwithstanding the foregoing, to the extent there are Allowed Administrative Claims arising from the PPA Appeal Proceeding Contracts, any such Claims shall be directly allocated to FES.
For the purposes of the Plan Settlement, certain components of Distributable Value for the Debtors were fixed. To the extent the actual amount of Cash in the FES bank accounts, other than the proceeds from the FEffES Revolver and cash held in restricted escrow accounts, as of the Effective Date, differs from the projected amount of Cash in the FES bank accounts, other than the proceeds from the 68 18-50757-amk Doc          2529      FILED 04/1-8/19 ENTERED 04/18/l-9                18:23:25 Page 73 ot 12L
 
FE/FES Revolver and cash held in restricted escrow accounts, as of the Effective Date, as reflected in Exhibit A to the Plan Term Sheet, such difference, whether positive or negative, shall be allocated among the Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims) Pro Rata based on their respective Distributable Value Splits.
Pursuant to the Plan Settlement, the Plan establishes a Distributable Value for each Debtor entity and fixes the Distributable Value Splits in accordance with such value after taking into account the various reallocations embodied in the Plan Settlement. The reasonableness of the Distributable Value for each Debtor in accordance with the Plan Settlement is supported by the valuation analysis conducted by Lazard FrBres & Co., LLC ("Lar.ard"), the Debtors' investment banker, and attached to the Disclosure Statement as Exhibit E.
Prior to the Effective Date, the Debtors will calculate, in accordance with the terms and conditions of this Plan,      (i) the final Distributable Value Splits applicable to the Classes of General Unsecured Claims and Unsecured Bondholder Claims (other than Inter-Debtor Claims and Convenience Claims), (ii) the updated estimated Allowed amount of Administrative Claims, Priority Tax Claims, Other Priority Claims and Other Secured C1aims, and (iii) the Distributable Value Adjustment Amount and the allocation thereof to such Classes. Prior to the Effective Date, the Debtors shall consult with the advisors to the    Committee, the Ad Hoc Noteholders Group, the Mansfield Certificateholders Group, the Consenting Owner Participant, and the FES Creditor Group with respect to such calculations.
Additionally, prior to the Effective Date, the Debtors, with the reasonable consent of the Requisite Supporting Parties and the Committee shall determine an amount of cash, if any, necessary to reserve for Administrative Claims that have not been Allowed and remain disputed as of the Effective Date.
: 6.      Inter-Debtor Claims, Pursuant    to section  1123  of the  Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits under the Plan, the Plan shall constitute a good faith settlement of any and all potential or actual objections to the validity or allowance of the Inter-Debtor Claims. Entry of the Confirmation Order shall constitute approval of the Allowed amount of the Inter-Debtor Claims, as follows: (i) the prepetition Inter-Debtor Claims of FG against FES shall be Allowed as Unsecured Claims in the aggregate amount of $1,488,190,630; (ii) the prepetition Inter-Debtor Claims of NG against FES shall be Allowed as Unsecured Claims in the aggregate amount of $1,670,896,976; (iii) the prepetition Inter-Debtor Claims of FENOC against FES shall be Allowed as Unsecured Claims in the aggregate amount of $28,000,000; (iv) the postpetition Inter-Debtor Claims of FG against FES shall be Allowed as superpriority Administrative Claims in an amount equal to
  $120,291,389; (v) the postpetition lnter-Debtor Claims of NG against FES shall be Allowed as superpriority Administrative Claims in an amount equal to $238,431,879; (vi) the prepetition Inter-Debtor Claims of FGMUC against FG shall be Allowed as Unsecured Claims in the aggregate amount of
  $901,881,812; (vii) the postpetition Inter-Debtor Claims of FGMUC against FG shall be disallowed in full; (viii) the postpetition Inter-Debtor Claims of FENOC against FES shall be Allowed as super-priority Administrative Claims in the amount of $2,000,000; (ix) the postpetition Inter-Debtor Claims of FENOC against NG shall be Allowed as super-priority Administrative Claims in the amount of $69,929,041; (x) the prepetition Inter-Debtor Claims of FES against FENOC shall be Allowed as Unsecured Claims in the aggregate amount of $32,603,216; (xi) the prepetition Inter-Debtor Claims of FES against FGMUC shall be Allowed as Unsecured Claims in the aggregate amount of $360,871,968; (xii) the prepetition Inter-Debtor Claims of NG against FGMUC shall be Allowed as lJnsecured Claims in the aggregate amount of
  $6,555,811; (xiii) the prepetition Inter-Debtor Claims of FE, Aircraft againsttFEs shall be Allowed as Unsecured Claims in the aggregate amount of fi2,322,802; and (xiv) the prepetition Inter-Debtor Claims of FE Aircraft against FGMUC shall be Allowed as Unsecured Claims in'the hggregate amount of
  $106,785.
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In connection with the resolution of the FENOC postpetition Inter-Debtor Claim against FES,
  $12,500,000 of the aggregate value otherwise available for distribution to Holders of Allowed Unsecured Bondholder Claims shall be reallocated to the Holders of Allowed FES Single-Box Unsecured Claims and Allowed FENOC-FES Unsecured Claims.
Notwithstanding anything to the contrary contained in the Plan, including but not limited to the approval of the Allowed amounts of the Inter-Debtor Claims, in lieu of Cash payment or other distribution to the Debtors holding such Inter-Debtor Claims, the value of distributions on account of such Inter-Debtor Claims may be made to the Holders of Allowed Unsecured Claims against the Debtor holding such Inter-Debtor Claims in accordance with the terms and conditions of this Plan.
7        Settlement of Valuation of the Debtors' Estates and Allocation        of Value Among    the Debtors' Creditors.
Pursuant  to section ll23 of the Bankruptcy Code            and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits under the Plan, the Plan shall constitute a good faith settlement of any and all potential claims, disputes, causes of action or objections with respect to the allocation of value of the Debtors' Estates (including the value of the Debtors' generation assets and other businesses) between and among the Debtors and their Creditors. In addition to the Plan Settlement of potential or actual objections to the validity or allowance of the Inter-Debtor Claims, and as settlement for, among other things, arguments and assertions that the Debtors' Estates should be substantively consolidated, the Reallocation Pool consisting of $45,750,000 of the aggregate value otherwise available for distribution to Holders of Allowed Unsecured Bondholder Claims shall be reallocated to the Holders of Allowed Single-Box Unsecured Claims against the various Debtors ratably based on the allocation of FE Settlement Value between and among the Debtors; provided, however, thal the NG Reallocation shall in turn be re-allocated Pro Rata to Holders of Allowed FES Single-Box Unsecured Claims. For the avoidance of doubt, prepetition lnter-Debtor Claims shall not receive a recovery from the Reallocation Pool or any portion of the NG Reallocation Pool.
B.      Restrucluring Transactions.
: l.      Restructurine Transactions. Generally.
On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will effectuate the Restructuring Transactions, and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided herein. The actions to implement the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements, or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisff the requirements of applicable law and any other terms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (iii) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; and (iv) all other actions that the applicable Entities determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan, in each case in form and substance reasonably acceptable to the Requisite Supporting Parties and the Mansfield Owner Parties (solely to the extent provided for in the Restructuring Support Agreement), and except as otherwise specifically provided herein, the Committee.
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The Confirmation Order shall and shall be deemed to, pursuant to both section                  ll23  and section 363 of the Bankruptcy Code, authorize, Ermong other things, all actions as may be necessary or appropriate  to effect any transaction described in,      approved    by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions.
: 2.      Implementption of FE, Settlement Agreement.
On the Effective Date, the FE Settlement Agreement shall be implemented in accordance with the terms and conditions of the FE Settlement Agreement and the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order, without waiving any rights of any of the Debtors, the Reorganized Debtors, or the FE Non-Debtor Parties, as applicable, under the FE Settlement Agreement or FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order. The Debtors shall be authorized to, with the reasonable consent of the Requisite Supporting Parties and the Committee, enter into one or more transactions to monetize the New FE Notes on or as soon as practicable after the Effective Date. The allocation of the FE Settlement Value and all distributions of FE Settlement Value under the Plan are integral parts of the Plan Settlement and the settlements contained therein, including, but not limited to the settlement of Inter-Debtor Claims, the settlement of the valuation of the Debtors' Estates and the sefilement of the allocation of value as between the Debtors' Creditors. Therefore, the FE Settlement Agreement and the terms thereof that are reflected in the Plan are non-severable elements of the Plan and necessary conditions to the Confirmation and Consummation of the Plan.
TL      Manner of Debtors' Separationfrom FE Non-Debtor Parties, The Debtors shall be separated from the FE Non-Debtor Parties as follows:
I      On the Effective Date, the existing FE Corp. equity Interests in FENOC shall be cancelled and, subjectto Article IV.F of the Plan, all of the new common stock of Reorganized FENOC shall be contrihuted to New Holdco or another new subsidiary of New Holdco or a combination thereof; and L      On the Effective Date, the existing equity lnterests in FG and NG shall be contributed to New Holdco; and a
J      On the Effective Date, subject to paragraph 2 of this subsection, FES will transfer (i) all of the assets and liabilities related to the retail business to New FES and (ii) all other assets and liabilities to New FES, New Holdco or some combination thereof', provided, that, in each case, such transferred assets and liabilities shall not include (a) any Rejected Executory Contract or Unexpired Lease and (b) any liabilities discharged pursuant to the Plan; and the existing FE Corp. equity Interests in FES shall be cancelled and the common stock of FES shall be contributed or issued to the Plan Administrator; and 4      On the Effective Date, subject to Article IV.F of the Plan, New Holdco shall issue the New Common Stock.
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: b.      Tax Matters Agreement.
On the Effective Date, in consideration for the Party Releases, the Consensual Third Party Releases, the Exculpations and the Injunctions set forth in the FE Settlement Agreement and the Plan, along with the other consideration provided to the FE Non-Debtor Parties under the FE, Settlement Agreement, the Reorganized Debtors and the FE Non-Debtor Parties shall enter into the Tax Matters Agreement. After the Effective Date, the Tax Matters Agreement shall not be amended or modified in any manner without the written consent of the Reorganized Debtors. The Tax Matters Agreement shall provide for the following: (i) the FE Non-Debtor Parties will, with the Debtors' or Reorganized Debtors',
as applicable, review and consultation (beginning for tax year 2018), timely prepare in the ordinary course of business: (a) the U.S. federal income tax returns reflecting the Debtors' membership in the FE Consolidated Tax Group, and (b) any and all state and local income or other tax returns (including, but not limited to, income, franchise, use, property tax returns and other similar returns), in each case, for any tax period ending on or before the Effective Date; provided, however, that FE Corp. shall not be required to take any action, or omit to take any action, that would result in an adverse effect on any of the FE Non-Debtor Parties; (ii) FE Corp. shall not take or cause to be taken the Worthless Stock Deduction with effect prior to the Effective Date; (iii) the Debtors and the FE Non-Debtor Parties shall cooperate in developing a strategy for the Debtors to exit from chapter 1l that minimizes adverse tax consequences to the Reorganized Debtors and their stakeholders, provided, however, that FE Corp. shall not be required to take any action, or omit to take any action, that would result in an adverse effect on any of the FE Non-Debtor Parties; (iv) FE Corp. shall cooperate with reasonable tax diligence inquiries from the Debtors, the Committee, and the Consenting Creditors regarding historical intercompany tax issues and tax consequences of different chapter 11 exit structures, including in connection with any sale of the Debtors' assets; and (v) the FE Non Debtor Parties and the Debtors or Reorganized Debtors, as applicable, sha((
agree to reasonably cooperate regarding any audit or tax.
: 3.      Implementation of Mansfield Settlement.
Entry of the Confirmation Order, pursuqnt to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code, shall constitute approval of the Mansfield Settlement, on the terms set forth herein.
The Mansfield Settlement constitutes a good faith compromise and settlement of the Mansfield Certificate Claims held by the Mansfield Indenture Trustee, and of the potential objections to the amount, priority and availability or applicability of any guarantees related to such Claims. The Plan hereby implements the terms of the Mansfield Settlement by: (i) allowing the Mansfield Certificate Claims in the amount of
  $786,763,400.00, (ii) allowing the Mansfield Certificate Claims as Unsecured Claims against each of FGMUC, FG, NG and FES in the aforementioned amount, (iii) treating as unencumbered property of the Debtors' estates (a) the Consenting Owner Trustee's portions and the FE, Owner Trustee's portion of the aggregate 93.825% undivided interests in Mansfield Unit l, which interests are the subject of the leveraged sale and leaseback transactions and (b) any and all insurance proceeds recovered on account of Mansfield Unit I and any additional value attributable to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled; (iv) the transfer of a Pro Rata share of any recovery distributed to the Mansfield Indenture Trustee, on behalf of the Holders of Mansfield Certificate Claims, on account of the Mansfield Certificate Claims against FGMUC to the Indenture Trustees for the PCNs and the FES Notes Indenfure Trustee, based on the proportion that the Allowed amount of each of the Mansfield Certificate Claims, on the one hand, and Unsecured PCN Claims and FES Notes Claims, on the other hand, in each case against FES, bear to the aggregate Allowed amount of Mansfield Certificate Claims, Unsecured PCN Claims and FES Notes Claims at FES, (v) the transfer to NG of any insurance proceeds recovered on account of Mansfield Unit I and any additional value attributable to Mansfield Unit 1, (vi) the Confirmation Order serving as an order authorizing the rejection, nunc pro tunc to the 72 18-50757-amk Doc          2529      FILED  04/18/19 ENTERED 04/18/19 18:?3:25 Page 77 of 12L
 
Petition Date, of the Mansfield Facility Documents; (vii) $10,000,000 of the aggregate Unsecured Distributable Value from all Debtors otherwise being available for distribution to the Holders of the Mansfield Certificate Claims shall be reallocated to the Holders of the Unsecured PCN/FES Notes Claims and (viii) the release and discharge of all other prepetition Mansfield Certificate Claims held by the Mansfield Indenture Trustee and any Holder of Mansfield Certificate Claims.
The Mansfield Settlement further contemplates that full ownership of Mansfield Unit 1, and any and all insurance proceeds recovered on account of Mansfield Unit 1 to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, will be transferred to the Debtors or Reorganized Debtors and authorizes the parties to the Mansfield Settlement to take any actions necessary in furtherance of that transfer, including any necessary regulatory filings or filings with FERC and the execution    of the Mansfield Unit 1 Transfer Agreement. The transfer of full ownership of Mansfield Unit l, and any and all insurance proceeds recovered on account of Mansfield Unit I to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, shall be free and clear of any and all Liens and encumbrances, ffid the Debtors, the Mansfield Indenture Trustee, the Mansfield Owner Parties and the FE Owner Trustee are authorized to execute, file and take any steps otherwise necessary to evidence such transfer, including the execution of the Mansfield Unit I Transfer Agreement; provided, in the case of the Mansfield Indenture Trustee, that all classes comprised of Holders of Mansfield Certificate Claims (in that capacity) shall have accepted the Plan in the manner set forth in the immediately succeeding sentence of this paragraph. In that regard, acceptance of the Plan, in accordance with section 1126 of the Bankruptcy Code, by all of the classes comprised of Holders of Mansfield Certificate Claims (in that capacity) shall be deemed to constitute the consent of all Holders of Mansfield Certificate Claims and the Mansfield Indenture Trustee to such transfer as contemplated by the terms    of the Mansfield Settlement. In addition, such acceptance of the Plan by all of the        classes comprised of Holders of the Mansfield Certificate Claims (in that capacity) shall cause the Plan to be binding on the Mansfield Indenture Trustee, in which event the Mansfield Indenture Trustee, without more, shall be legally authorized, regardless of any prerequisites, conditions or other provisions in the Mansfield Lease Note Indentures, the Mansfield Pass Through Trust Agreement or any other document or instrument that might otherwise apply, to take any actions reasonably necessary in order to facilitate the Mansfield Settlement, including the execution of the Mansfield Unit 1 Transfer Agreement by the Mansfield Indenture Trustee, consenting to execution of the Mansfield Unit 1 Transfer Agreement by the Consenting Owner Trustee and the FE Owner Trustee, and the execution and delivery or recording of any documents reasonably necessary to evidence the release of the Liens of the Mansfield Lease Note Indentures, including without limitation any such Liens on the undivided interests in Mansfield Unit I and the insurance proceeds recovered on account of Mansfield Unit l, and the Confirmation Order shall so provide. On the Effective Date, the Mansfield Facility Documents shall be deemed rejected as of the Petition Date.
: 4.      Implementation of Mansfield Owner Parties' Settlement.
Entry of the Confirmation Order, pursuant to Bankruptcy Rule 9019 and section ll23 of the Bankruptcy Code, shall constitute approval of the Mansfield Owner Parties' Settlement, on the terms set forth herein. The Mansfield Owner Parties' Settlement constitutes a good faith compromise and settlement of the Mansfield TIA Claims and Mansfield OT Claims held by the Consenting Owner Participant and Consenting Owner Trustee (to the extent not addressed in the Mansfield Settlement), and of the potential objections to the amount, priority and availability or applicability of any guarantees related  to  such  Claims. The Plan hereby implements the terms of the Mansfield Owner Parties' 73 18-50757-amk Doc          2529      FILED  04/18/19 ENTERED          04/18/1-9  18:23:25 Page 78 of 12L
 
Settlement as set forth herein. Pursuant to the Mansfield Owner Parties' Settlement upon the Effective Date:
: a. The Mansfield TIA Claims shall be Allowed as Unsecured Claims against FG, FES and FGMUC in the aggregate amount of $178,000,000 to be paid in Cash pursuant to Article III.B of the Plan;
: b. The Mansfield OT Claims shall be Allowed as Unsecured Claims against FG, FES and FGMUC in the aggregate amount of $28,882.75 to be paid in Cash pursuant to Article III.B of the Plan. Upon the Effective Date, except as specifically Allowed pursuant to the Plan, all Proofs of Claim filed by the Mansfield Owner Trustee in its capacity as owner trustee shall be deemed automatically withdrawn without further notice to or action by the Bankruptcy Court and shall be expunged from the claims register; c  The following property shall be transferred to and be deemed and treated as unencumbered property      of the Debtors' Estates or the Reorganized Debtors: (a) the Consenting Owner Trustee's portions and the FE Owner Trustee's portion of the aggregate 93.825% undivided interests in Mansfield Unit 1, which interests are the subject of the Mansfield Sale-Leaseback Transaction and (b) any and all insurance proceeds recovered on account of Mansfield Unit I to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled;
: d. The Consenting Owner Participant and the Consenting Owner Trustee shall be Released Parties entitled to the benefit of the release, injunction, and exculpation provisions of Article VIII of the Plan as set forth therein and in the Confirmation Order;
: e. The Consenting Owner Participant and the Consenting Owner Trustee shall be entitled to payment of their and their respective professionals' reasonable and documented fees and expenses without any further notice to, or action, order or approval of the Bankruptcy Court, as set forth in Article IV.R of the Plan and the Confirmation Order; and
: f. Each of the Mansfield Facility Documents shall be a Rejected Executory Contract or Unexpired Lease and shall be deemed rejected and terminated nunc pro tunc to the Petition Date, as authorized by the Confirmation Order.
The Mansfield Owner Parties' Settlement further contemplates that full ownership of Mansfield Unit 1, and any and all insurance proceeds recovered on account of Mansfield Unit 1 to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee), or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, will be transferred to the Debtors or Reorganized Debtors and authorizes the parties to the Mansfield Owner Parties' Settlement to take any actions necessary in furtherance of that transfer, including any necessary regulatory filings or filings with FERC and the execution of the Mansfield Unit I Transfer Agreement.
The transfer of full ownership of Mansfield Unit 1, and any and all insurance proceeds recovered on account of Mansfield Unit 1 to which the Consenting Owner Trustee (not in its individual capacity but solely as owner trustee), the FE Owner Trustee (not in its individual capacity but solely as owner trustee) or the Mansfield Indenture Trustee (not in its individual capacity but solely as Mansfield Indenture Trustee) might otherwise be entitled, shall be free and clear of any and all Liens and encumbrances, and 74 18-50757-amk Doc            ?529    FILED O4lLBll9 ENTERED 04/18/19 l-B:23:25 Page 79 ot LZL
 
the Debtors, the Mansfield Indenture Trustee (as provided in section IV.B.3 above), the Mansfield Owner Parties and the FE, Owner Trustee are authorized to execute, file and take any steps otherwise necessary to evidence such transfer, including the execution of the Mansfield Unit I Transfer Agreement.
: 5.      Issuance and Distribution of New Common Stock.
On the Effective Date, or as soon as reElsonably practicable thereafter, the New Common Stock shall be distributed in accordance with the Plan. The New Common Stock shall be subject to dilution by any New Common Stock issued pursuant to the Management Incentive Plan. The issuance of the New Common Stock by New Holdco, including options, stock appreciation rights, or other equity awards, if any, contemplated by the Management Incentive Plan, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.
The New Common Stock will be issued in global certificate form only and registered to DTC, which interests in the certificate being held through DTC participants, for so long as the shares of New Common Stock are eligible to be held through DTC. Holders must follow specified procedures to designate a direct or indirect DTC participant to receive their shares of New Common Stock.
All of the New Common Stock issued pursuant to the Plan, including the New Common Stock issued pursuant to section 1145 of the Bankruptcy Code and the New Common Stock issued pursuant to other exemptions from registration under the Securities Act, shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance of New Common Stock under the Plan shalt be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance.
On the Effective Date, New Holdco and each of the other Reorganized Debtors shall be private companies. As such, upon the Effective Date, (i) the New Common Stock shall not be registered under the Securities Act or the Securities Exchange Act, and shall not be listed for public trading on any securities exchange, and (ii) none of the Reorganized Debtors will be a reporting company under the Securities Exchange Act. In order to prevent the Reorganized Debtors from becoming subject to the reporting requirements of the Securities Exchange Act, except in connection with a public offering, the New Common Stock shall be subject to certain transfer and other restrictions pursuant to the New Organizational Documents and/or the Reorganized Debtor Stockholders' Agreement. Any Holder of New Common Stock who does not execute the Reorganized Debtors' Stockholders' Agreement will be automatically deemed to have accepted the terms of such agreement and to be a party to such agreement without further action.
: 6.      Effective Date Cash Distribution.
The Requisite Supporting Parties and the Debtors, in consultation with the Committee, may agree to distribute Cash, in addition to New Common Stock, to those creditors who will receive distributions of New Common Stock under the Plan, in which case such Cash shall be distributed ratably based on such creditors' holdings of the New Common Stock. For the avoidance of doubt, such Cash distribution shall be funded solely by Cash that would otherwise be transferred to the Reorganized Debtors on the Effective Date and will not increase the value of recoveries to those creditors receiving such Cash distributions.
: 7.      Unsecured Bondholder Cash Pool.
Holders of Allowed Unsecured Bondholdef Claims sha(( have the option to elect to receive, in lieu of New Common Stock, their Pro Rata share (based on the Allowed principal amount of such 75 l-B-50757-amk Doc          2529    FILED 04/18/1-9 ;.ENTERED 04/18/L9              18:23:25 Page B0 of 121-
 
Claims) of Cash equal to the aggregate value of New Common Stock distributed to Holders of Allowed General Unsecured Claims who have an election to receive New Common Stock and make such an election; provided that to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery of Unsecured Distributable Value in accordance with the Plan, Electing Bondholders shall receive the remainder of their distribution in New Common Stock in accordance with the Plan; provided further, that to the extent there is surplus Cash in the Unsecured Bondholder Cash Pool after taking into account distributions to the Electing Bondholders on account of their Unsecured Bondholder Claims, such Cash shall revert to the Reorganized Debtors. For the avoidance of doubt, the maximum amount of Cash contributed to the Unsecured Bondholder Cash Pool shall be the amount of Cash that is equal to the aggregate value of New Common Stock distributed to Holders of Allowed General Unsecured Claims who have made an election to receive New Common Stock.
In order to elect to receive their Pro Rata share of the Unsecured Bondholder Cash Pool, an Electing Bondholder will be required to submit a subscription form to their broker, bank, commercial bank, transfer agent, trust company, dealer, or other agent or nominee, or, in the event an Electing Bondholder holds their Unsecured Bondholder Claims directly on the books of the transfer agent in their own name, to Prime Clerk no later than thirty (30) days prior to the Effective Date. Following an election to participate in the Unsecured Bondholder Cash Pool, the related PCNs, FES Notes, or Mansfield Certificates held through DTC will be frozen from trading.
: 8.      Dissolution and Liquidation of Certain Debtor Entities.
FE Aircraft and such other Debtors as may be designated by the Debtors, shall be dissolved and liquidated in accordance with the PIan and applicable law without any further court or corporate action, including the filing of any documents with the Secretary of State for any state in which any such entity is incorporated or any other jurisdiction, provided, however,that the Debtors or Reorganized Debtors, as applicable, shall be permitted to make such filings as they deem reasonable or necessary in their sole discretion. For the avoidance of doubt, none of (i) the Debtors, (ii) the Reorganized Debtors, (iii) the FE Non-Debtor Parties, (iv) the Consenting Creditors, (v) the Committee or its members solely in their capacities as such, or (vi) with respect to each of the foregoing Entities in clauses (i) through (v), such Entity and its current and former Affiliates, and such Entities' and their current and former Affiliates' current and former directors, managers (including all Independent Directors and Managers), officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agent, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such, shall have or incur any liability whatsoever in connection with or as a result of the dissolution or liquidation of any entity, in accordance with the terms of this Article IV.B.7.
C.      Sources of Considerationfor PIan Distributions.
Distributions under the Plan shall be funded with, as applicable: (i) the New Common Stock, (ii)
Cash on hand at the Debtors, and (iii) the FE Settlement Value contributed to the Debtors under the FE Settlement Agreement and the FE Settlement Order. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth herein applicable to such distribution or issuance and by the terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance of the New Common Stock in connection with the Plan will be exempt from SEC registration to the fullest extent permitted by law.
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: 1.      Cash on Hand at the Debtors, The Debtors shall use Cash on hand at the Debtors to fund Cash distributions to certain Holders of Claims against the Debtors in accordance with the Plan.
: 2.      New Common Stock.
New Holdco shall be authorized to issue up to 250,000,000 shares of New Common Stock, subject to dilution by the Management Incentive Plan. New Holdco shall issue all securities, instruments, certificates, and other documents required to be issued for the New Common Stock in respect of New Holdco or the other Reorganized Debtors. All of the shares of New Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable.
: 3.      FE Settlement Value The FE Settlement Value received by the Debtors pursuant to the FE Settlement Agreement and the FE Settlement Order, including the FE Settlement Cash and the proceeds of the New FE Notes may be used to fund Cash distributions to certain Holders of Allowed Claims and Allowed Interests against the Debtors in accordance with the Plan.
D.        Corporate Existence.
Except as otherwise provided in the Plan, including as set forth in Article IV.B.8, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificates of incorporation and by-laws (or other formation documents) in effect before the Effective Date, except to the extent such certificates of incorporation and byJaws (or other formation documents) are amended under the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state or federal [aw).
E.        Vesting of Assets in Reorganized Debtors.
Except as otherwise provided in the PIan, and subject to any transfer of Assets of FES and/or FENOC as described in Article IV.F, on the Effective Date, all properry in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable Reorganized Debtor, free and clear of all Liens, Claims, charges, Interests, or other encumbrances.
Except as otherwise provided in the Plan, on and after the Effective Date, each of the Reorganized Debtors may operate their business and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules.
F.        Transfer of FES and/or FENOC Assets to New Entities At the election of the Debtors and the Requisite Sppporting Parties, in consultation with the Committee, on the Effective Date FENOC may transfer all of its Assets to a newly created subsidiary of New Holdco. On the Effective Date, subject to paragraph 2 of Section IV.B.2.a of the Plan, FES shall transfer (i) all of the assets and liabilities related to the retail business to New FES and (ii) all other assets 77 18-50757-amk Doc            2529    FILED O4lLBlL9, ENTERED 04/18/l-g LB:23:25 Page 82 of IZL
 
and liabilities to New FES, New Holdco or some combination thereof; provided, that, in each case, such transferred assets and liabilities shall not include (a) any Rejected Executory Contract or Unexpired Lease and (b) any liabilities discharged pursuant to the Plan.
FES and/or FENOC and such newly created entities, including New FES, shall continue to exist as separate legal Entities on and after the Effective Date, having all rights and powers under applicable law. Immediately after consummation of the transfer of Assets to such newly created entities, (i) the Plan Administrator    wi(( serve as the sole director and officer of FES, and (ii) FES and/or FENOC, zrs applicable  will change its name in a manner acceptable to the Debtors and the Requisite Supporting Parties, in consultation with the Committee.
EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, NEITHER NEW FES, NEW HOLDCO OR ANY OTHER NEW ENTITY TO BE FORMED NOR ANY OTHER REORGANIZE,D DE.BTOR SHALL HAVE OR BE CONSTRUED TO HAVE OR MATNTAIN, ANY LIABILITY, CLAIMS, OR OBLIGATION THAT IS BASED IN WHOLE OR IN PART ON ANY ACT, OMISSION, TRANSACTION, EVENT, OR OTHER OCCURRENCE OR THING OCCURRING OR IN EXISTENCE ON OR PRIOR TO THE EFFECTIYE DATE OF THE PLAN INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, CLAIM OR OBLIGATION ARISTNG LINDE,R APPLICABLE NON.BANKRUPTCY LAW AS A SUCCESSOR TO FES AND/OR FENOC) AND NO SUCH LIABILITY, CLAIM, OR OBLIGATION FOR ANY ACTS SHALL ATTACH TO NEW FE,S, NEW HOLDCO OR ANY OTHER NEW ENTITY TO BE FORMED OR THE OTHER REORGANTZED DE,BTORS.
G.      Cancellation of Existing Securities and Agreements.
Except as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or Plan Supplement, on the Effective Date: (i) the obligations of the Debtors under the Indentures, and any other certificate, share, note, bond, indenture, purchase right, option, warrant, contract, agreement, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Interest (except such indentures, certificates, notes, or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be cancelled solely as to the Debtors and the Reorganized Debtors, and the Reorganized Debtors shall not have any continuing ohligations thereunder; provided, however that the Indentures evidencing indebtedness or obligations not specifically Reinstated pursuant to the Plan shall continue in effect solely for the purposes of (a) allowing the Holders of Unsecured Bondholder Claims to receive distributions on account of their Claims as provided in the Plan, (b) allowing the Indenture Trustees, as applicable, to make distributions to be made on account of the Unsecured Bondholder Claims, (c) preserving the Indenture Trustee's rights to compensation and indemnity under each of the applicable Indentures as against any money or property distributed or allocable to Holders of Unsecured Bondholder Claims, including the Indenture Trustee's rights to maintain, enforce, and exercise their respective charging liens against such money or property, (d) permitting the Indenture Trustees, as applicable, to enforce any right or obligation owed to them under the Plan, and (e) permitting the Indenture Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court after the Effective Date on matters relating to the Plan or the Indentures; (ii) the FE/FES Revolver shall be cancelled as to the Debtors and the Reorganized Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (iii) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certifrcate or articles of incorporation or similar documents goveming the shares, certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, indentures, certificates, notes, or other instruments evidencing indebtedness or 78 1-B-50757-amk Doc          2529      FILED    04/18/l-9 ENTERED O4/1BItg 18:23.25 Page 83 of 121-
 
obligations of the Debtors that are specifically Reinstated pursuant to the Plan) shall be released and discharged. For the avoidance of doubt, each of the Indenture Trustees shall be entitled to assert its respective charging liens arising under and in accordance with the applicable Indenture and any ancillary document, instrument, or agreement to obtain payment of its fees and expenses. On and after the Effective Date, all duties and responsibilities of each Indenture Trustee under the applicable Indenture shall be fully discharged except to the extent required in order to effectuate the Plan, including the continued obligations of the Secured PCN Indenture Trustees with respect to the Secured FG PCN Reinstated Claims and the Secured NG PCN Claims that will be Reinstated pursuant to the Plan.
Subsequent to the perfoffnance by each Indenture Trustee of its obligations pursuant to the Plan and the Confirmation Order, such lndenture Trustee and its agents shall be relieved of all further duties and responsibilities related to the applicable Indenture.
H.      Corporate Action.
On the Effective Date, or as soon thereafter as is reasonably practicable, all actions contemplated by the Plan shall be deemed authorized and approved in all respects, including: (i) implementation of the Restructuring Transactions; (ii) selection of the directors and officers for the Reorganized Debtors; (iii) issuance and distribution of the New Common Stock; and (iv) all other actions contemplated urder the Plan (whether to occur before, on, or after the Effective Date). All matters provided for herein involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any corporate action required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect as of the Effective Date, without any requirement of further action by the Bankruptcy Court, the Debtors, the Reorganized Debtors, or their respective security holders, directors, managers, or officers. On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors shall be authorized and, as applicable, directed to issue, execute, and deliver the agreements, documents, securities, ffid instruments, and take such actions, contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Debtors or the Reorganized Debtors' as applicable, including the issuance of the New Common Stock, and any and all other agreements, documents, securities, and instruments relating to the foregoing,  ffid all such documents shall be deemed ratified. The            authorizations and approvals contemplated by this Article      IV.H shall be effective notwithstanding any requirements under non-bankruptcy law.
I.      FERC Approvals.
On the Effective Date, the FERC-Jurisdictional Debtors, and those Consenting Creditors who are party to the relevant Restructuring Transactions which require such authorization, shall have received FPA 203 Authorization for the Restructuring Transactions. The FERC-Jurisdictional Debtors, and those Consenting Creditors who are party to the relevant Restructuring Transactions, shall cooperate to submit one or more application(s) requesting such FPA 203 Authorization from FERC at least 120 days prior to the Effective Date. FPA 203 Authorization shall be requested for, at a minimum, separation of the FERC-Jurisdictional Debtors from the FE Non-Debtor Parties, the transfer of ownership of the Mansfield Facility to FG, and the reorganization of FES into New FES.
J.      New Or ganizati onal Document s.
The New Organizational Documents shall be consistent with the Restructuring                Support Agreementi and in form and substance reasonably acceptable to the Debtors, the Committee, and the Requisite Supporting Parties.
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On the Effective Date, each of the Reorganized Debtors will file its New Organizational Documents with the applicable Secretaries of State and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation  or formation.      Pursuant to  section 1123(a)(6)  of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective state of incorporation and its respective New Organizational Documents.
K.      Directors and Officers of the Reorganized Debtors As of the Effective Date, the term of the current members of the board of directors or managers of the applicable Debtors shall expire, and the New Boards of directors or managers and the officers of each of the Reorganized Debtors shall be appointed in accordance with the Plan and the respective New Organizational Documents. The New Board shall consist of no fewer than seven (7) members, who shall initially consist of: (i) one (1) member who shall be the chief executive offrcer of Reorganized FES; (ii)
Mr. John Kiani; (iii) two (2) members designated by Nuveen Asset management, LLC on behalf of the Nuveen noteholders; provided,that one (1) such member (a) shall be independent of any stockholder with nomination rights, including Nuveen Asset Management, LLC, and (b) shall be reasonably acceptable to the Mansfield RSA Majority (as defined in the Restructuring Support Agreement); (iv) one (1) member designated by Avenue Capital Management II L.P.; (v) one (l) member who shall serve as executive chairman of the New Board designated jointly by the Ad Hoc Noteholder Group and the Mansfield RSA Majority (as defined in the Restructuring Support Agreement) subject to the reasonable consent of the Committee; and (vi) one (l) member designated jointly by the Ad Hoc Noteholder Group, the Mansfield RSA Majority (as defined in the Restructuring Support Agreement), and the Committee, who shall be independent of any stockholder with nomination rights, and shall be an individual with relevant industry or regulatory experience, provided, however, that the requirement of relevant industry or regulatory experience may be waived at the discretion of, and jointly by, the Ad Hoc Noteholder Group, the Mansfield RSA Majority, and the Committee.
Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of any person proposed to serve on the initial board of directors or be an officer of each of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an "insider" under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer.
L.      Section I146 Exemption.
Pursuant to, and to the fullest extent permitted by, section 1146 of the Bankruptcy Code, any transfers of property pursuant to, in contemplation of, or in connection with, the Plan, including without limitation (i) the Restructuring Transactions; (ii) the issuance of the New Common Stock; (iii) the assignment or surrender of any lease or sublease; and (iv) the delivery of any deed or other instrument or transfer order, in furtherance of or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governinental as sessment.
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M.      Director,  fficer,  Manager, and Employee Liability Insurance.
On or before the Effective Date, the Debtors, on behalf of the Reorganized Debtors, will obtain sufficient liability insurance policy coverage for the benefit of the Debtors' respective current and former directors, managers (including all Independent Directors and Managers), officers, and employees on terms no less favorable to the directors, managers, officers, ffid employees than the Debtors' existing director, officer, manager, and employee coverage and with an available aggregate limit of liability upon the Effective Date of no less than the aggregate limit of liability under the existing director, officer, millager, and employee coverage upon placement. After the Effective Date, none of the Debtors or Reorganized Debtors shall terminate or otherwise reduce the coverage under any director, officer, manager, and employee insurance policies (including the "tail policy") in effect on the Effective Date, with respect to conduct occurring prior thereto, and all officers, directors, managers (including all Independent Directors and Managers), and employees of the Debtors who served in such capacity at any time before the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy regardless of whether such officers, directors, managers, or employees remain in such positions after the Effective Date.
N.      Management Incentive Plan.
Upon the Effective Date, the New Holdco Board shall adopt the Management Incentive Plan providing for the issuance of New Common Stock, which Management Incentive Plan shall not authorize the issuance of in excess of 7 .SYo of the New Common Stock as of the Effective Date (on a fully diluted basis). The Management Incentive Plan shall provide for distribution of the Incentive Securities. Other terms of the Management Incentive Plan will include vesting, apportionment, forfeiture and granting of the Incentive Shares. The terms of any Management lncentive Plan shall be disclosed in the Plan Supplement (or left to the determination by the New Holdco Board following the Effective Date) and shall be reasonably acceptable to the Debtors, the Committee, and the Requisite Supporting Parties to the extent disclosed in the Plan Supplement.
O.      Employee Obligations and Management Employment Contracts.
The Debtors' Incentive and Retention Plans shall be deemed to be assumed by the Reorganized Debtors. On the Effective Date, the Reorganized Debtors shall enter into the New Management Employment Contracts.
P.      Transition Working Group Management Agreement.
The Debtors shall enter into the Transition Working Group Management Agreement which shall provide for the terms of services provided by the members of the Transition Working Group who are not employees of the Debtors and for compensation and reimbursement of expenses for such members. The Transition Working Group Management Agteement shall be filed as part of the PIan Supplement and shall become effective on the Confirmation Date.
: a.      Preservation of Causes of Action.
In accordance with section I123(b) of the Bankruptcy Code, but subject to Article VIII, except as otherwise provided in the Plan, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action belonging to the Debtors' Estates, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors' rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the applicable Effective Date, other than: (i) the Causes of 81 1-B-50757-amk Doc          2529    FILED    04/18/19 ENTERED 04/18/L9 18:23:25 Page BG of 1-21
 
Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII, which shall be deemed released and waived by the Debtors and Reorganized Debtors as of the Effective Date; (ii) the Causes of Action released by the Debtors pursuant to the FE Settlement Agreement; and (iii) the Causes of Action specifically retained by the Debtors' Estates that are subject to the authorib, of the Plan Administrator.
The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best interests of the Reorganized Debtors. No entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Ilisclosure Statement to any Cause of Action against it as an indication that the Ilebtors or the Reorganized Ilebtors, as applicable, will not pursue any and all availahle Causes of Action against it. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled herein or in a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (udicial, equitable, or otherwise) or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation.
The Reorganized Debtors reserve and shall retain the Causes of Action that are vested with the Reorganized Debtors, but subject to Article VIII of the Plan notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. Except as otherwise provided in the PIan, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors in accordance with section 1123(bX3) of the Bankruptcy Code. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action that is vested with the Reorganized Debtors and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.
R.      Payment of Certain Fees.
Without any further notice to or action, order, or approval of the Bankruptcy Court, the Reorganized Debtors shall pay on the Effective Date any Other Professional Fee Claims, including, for the avoidance of doubt, the reasonable and documented unpaid fees and expenses incurred on or before the Effective Date bV (i) professionals and the Mansfield Indenture Trustee payable under the Order (i)
Authorizing Debtors to Assume (a) the Process Support Agreement and (b) the Standstill Agreement and (ii) Granting Related Relief [Docket No. 509], (ii) professionals payable pursuant to the Restructuring Support Agreement, including, for the avoidance of doubt, payment of any transaction completion fees to GLC Advisors & Co. as financial advisor to the Ad Hoc Noteholders Group, Guggenheim Securities LLC as financial advisor to the Mansfield Certificateholders Group, Houlihan Lokey Capital, Inc., as financial advisor to the FES Creditor Group and Crestview Capital Advisors Corporation, as financial advisor to the Consenting Owner Participant, and (iii) the Consenting Owner Trustee, Indenture Trustees and their counsel. The Reorganized Debtors shall indemniff the Indenture Trustees for any reasonable and documented fees and expenses (including the reasonable and documented fees and expenses of its counsel and agents) incured after the Effective Date solely in connection with the implementation of the Plan, including but not limited to, making distributions pursuant to and in accordance with the Plan, and any disputes arising in connection therewith.
All  amounts distributed and paid pursuant      to this Article IV.R shall not be subject        to disgorgement, setoff, recoupment, reduction, or reallocation of any kind.
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S.      Plan Administrator.
: l.      Appointment The Plan Administrator shall serve as Plan Administrator for each of the Debtors pursuant to the terms of the Plan Administrator Agreement.
: 2.      Authorit.v.
Subject to Article IV.S of the Plan and the terms of the Plan Administrator Agreement, the Plan Administrator shall have the authority and right on behalf of each of the Debtors, without the need for Bankruptcy Court approval (unless otherwise indicated), to carry out and implement all provisions of the Plan, including, without limitation, to:
: a.      except to the extent Claims have been previously Allowed, conffol and effectuate the Claims reconciliation process, including to object to, seek to subordinate, compromise or settle any and all Claims against the Debtors subject to Bankruptcy Court approval; provided, however, that where the Debtors have authorization to compromise or settle any Claims against the Debtors under a Final Order including the Confirmation Order, the Plan Administrator shall be authorized to compromise or settle such Claims after the Effective Date, in accordance with and subject to such Final Order and provided further, however that the settlement of any Allowed General Unsecured Claim in excess of
                            $10,000,000 or any Administrative Claim or Priority Tax Claim or Other Priority Claim in excess of $1,000,000, shall require notice and an order of the Bankruptcy Court;
: b.      make Distributions to Holders of Allowed Claims in accordance with the Plan;
: c.      prosecute Claims and Causes of Action on behalf of the Debtors, and to elect not to pursue any Claims or Causes of Action and whether and when to compromise, settle, abandon, dismiss, or otherwise dispose of any such Claims or Causes of Action, as set forth in the Plan Administrator Agreement. A list of the Causes of Action to be retained by the Debtors and turned over the Plan Administrator shall be set forth in the Plan Supplement. Recoveries on such Causes of Action shall be (i) in the case of Holders of Allowed Claims against the applicable Debtor or Debtors that own such Causes of Action that received their distribution in Cash, distributed to such Holders on a Pro Rata basis in accordance with such Cash recoveries; and (ii) in the case of Holders of Allowed Claims against the applicable Debtor or Debtors that own such Causes of Action that received their distribution under the Plan (or any portion thereof) in the form of New Common Stock distributed in Cash to the Reorganized Debtors;
: d.      make payments to existing Professionals who        will continue to perform in their current capacities; retain professionals to assist in performing its duties under the Plan;
: f.      incur and pay reasonable and necessary expenses in connection with              the performance of duties under the Plan, including the reasonable fees and expenses of professionals retained by the Plan Administrator; and 83 18-50757-amk Doc          2529      FILED  }4lt$lLg ENTERED            04/18/19    18:23:25 Page BB of 121
 
o        perfofin other duties and functions that are consistent with the implementation of the Plan and this provision.
: 3.      Indemnification of Plan Administrator.
Subject to the terms of the Plan Administrator Agreement, each of the Debtors shall indemniff and hold harmless the Plan Administrator for any losses incurred in execution of its duties as the Plan Administrator, except to the extent such losses were the result of the Plan Administrator's gross negligence, willful misconduct or criminal conduct.
TI        Environmental Matters Nothing in the Plan or the Confirmation Order shall release, discharge, or preclude the enforcement of, (or preclude, release, defeat, or limit the defense under non-bankruptcy law of) any liability or obligation of the applicable Debtors or Reorganized Debtors under the Consent Decrees that is not a Claim, and such liabilities or obligations shall become liabilities or obligations of the applicable Reorganized Debtor(s). All parties' rights and defenses under the Consent Decrees are fully preserved.
For the avoidance of doubt, any performance obligation under the applicable Consent Decrees shall not be treated as a Claim for purposes of the Plan.
ARTICLE V.
TREATMENT OF EXECUTORY CONTRACTS ANI} UNEXPTREI} LEASES A.        Assumption and Rejection of Executory Contracts and Unexpired Leases.
On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases of the Debtors, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed to be Assumed Executory Contracts or Unexpired Leases, in accordance with the provisions and requirements of sections 365 and ll23 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (i) previously were assumed or rejected by the Debtors; (ii) are identified on the list of Rejected Executory Contracts or Unexpired Leases filed with the Plan Supplement; (iii) are the subject of a motion to reject an Executory Contract or Unexpired Lease that is pending on the Effective Date; or (iv) are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is on or after the Effective Date; provided, however that to the extent an Executory Contract or Unexpired Lease is among one or more Debtors and one or more FE Non-Debtor Parties, such Executory Contract or Unexpired Lease is deemed rejected as of the Effective Date, unless such Executory Contract or Unexpired Lease (a) has been previously assumed by the Debtors or (b) is identified on the list of Assumed Executory Contracts or Unexpired Leases; and provided, further, however, to the extent that an Executory Contract or Unexpired Lease is among one or more Debtors and one or more FE Non-Debtor Parties and any such Executory Contract is not an Insurance Policy or a Surety Indemnity Agreement, the Debtor will consult with the applicable FE Non-Debtor Party and obtain the consent of the applicable FE, Non-Debtor Party before including such Executory Contract or Unexpired Lease on the list of Assumed Executory Contracts or Unexpired Leases. Entry of the Confirmation Order by the Bankruptcy Court shall constitute approval of such assumptions and, to the extent applicable, assignments of the Executory Contracts and Unexpired Leases, and the rejection of the Executory Contracts or Unexpired Leases listed on the list of Rejected Executory Contracts and Unexpired Leases filed with the Plan Supplement pursuant to sections 365(a) and I 123 of the Bankruptcy Code, in each case effective as of the Effective Date. For the avoidance of doubt, any contr,acts related to the retail business that are included on the list of Assumed Executory Contracts or Unexpired Leases shall be assumed and assigned to New FES, New Holdco or a combination 84 1-B-50757-amk Doc          2529      FILED O4lLSlLg ENTERED 04/18/19                  18.23:?5 Page 89.of      121-
 
thereof and such assignment shall be noted on the list of Assumed Executory Contracts or Unexpired Leases; provided, however, customer contracts related to the retail business will receive notice of such assumption and assignment pursuant to the Disclosure Statement Order and such parties will be provided an opportunity to be heard before the Bankruptcy Court. Any motions to rmsume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party before the Effective Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable        law. The Debtors or Reorganized Debtors, as applicable, reserve the right to alter, amend, modiff, or supplement the list of Assumed Executory Contracts or Unexpired Leases and the schedules of Executory Contracts or Unexpired Leases with respect to the Debtors or Reorganized Debtors, as applicable, at any time through and including 45 days after the Effective Date, without the incurrence of any penalty or changing the priority or security of any Claims as a result of such treatment change. For the avoidance of doubt, nothing in this paragraph shall be deemed to apply to any collective bargaining agreement.
B.      Claims Based on Rejection of Executory Contracts or Unexpired Leases.
Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be Filed and served upon the Debtors or Reorganized Debtors, as applicable, within 30 days after the later of: (i) notice of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; and (ii) the effective date of such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not Filed and served within such time will be automatically disallowed, forever harred from assertion, and shall not be enforceable against the Dehtors or the Reorganized Debtors, the Estates, or their property without the need for objection by the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fulty satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors' Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims against the applicable Debtor and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan. In no event shall any counterparry to a Rejected Executory Contract or Unexpired Lease be permitted to exercise any non-monetary contractual remedies under such Executory Contract or Unexpired Lease against the Debtors, the Reorganized Debtors, their Estates or their respective properties. All such remedies shall, as of the Effective Date, be permanently enjoined. For the avoidance of doubt, nothing in this paragraph shall be deemed to apply to any collective bargaining agreement.
C.      Cure of Defaultsfor Assumed Executory Contracts or Unexpired Leases.
Any monetary defaults under each Assumed Executory Contract or Unexpired Lease shall be satisfied pursuant to section 365(bXl) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, subject to the limitation described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (i) the amount of any payments to cure such a default, (ii) the ability of the Reorganized Debtors or any assignee to provide "adequate assurance of future performance" (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (iii) anyrother 85 1-B-50757-a,mk iDoc      2529      FILED    04/18/L9 ENTERED 04/18lL9 LB:23:25 Page 9D of 121
 
matter pertaining to assumption, the cure payments required by section 365(bxl) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption.
At least 17 days before the Confirmation      Hearing, the Debtors  will  provide  for notices of proposed assumption and propose cure amounts to be sent to applicable third parties and for procedures for objecting thereto and resolution of      disputes  by the Bankruptcy Court. Any objection by            a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount must be Filed, served, and actually received by the Debtors at least seven (7) days before the Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have consented to such assumption or proposed cure amount. If the Bankruptcy Court determines that the cure amount for any Executory Contract or Unexpired Lease is greater than the amount set forth in the notice sent by the Debtors, the Debtors may add such Executory Contract or Unexpired Lease to the list of Rejected Executory Contracts or Unexpired Leases, in which case such Executory Contract or Unexpired Lease will be deemed rejected as of the Effective Date.
Assumption of any Executory Contract or Unexpired Lease shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any Assumed Executory Contract or Unexpired Lease at any time before the effective date of assumption. Upon the occurrence of the Effective Date and the payment by the Debtors of any cure amount, any Proofs of Claim Filed with respect to an Assumed Executory Contract or Unexpired Lease shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptey Court.
D.        Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases.
Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases.
E.        Indemnification Obligations Notwithstanding anything in the Plan to the contrary, each Indemnification Gbligation of any Debtor shall be assumed by the applicable Reorganized Debtor, effective as of the Effective Date, pursuant to sections 365 and 1123 of the Bankruptcy Code or otherwise. Each such Indemnification Obligation shall remain in full force and effect, shall not be modified, reduced, discharged, impaired, or otherwise affected in any w&y, and shall survive Unimpaired and unaffected, irrespective of when such obligation arose.
The Debtors and Reorganized Debtors shall assume the Indemnification Obligations for the current and former directors, officers, managers (including all Independent Directors and Managers),
employees, and other professionals of the Debtors, as applicable, in their capacities as such.
Notwithstanding the foregoing, nothing shall impair the ability of the Reorganized Debtors to modify indemnification obligations (whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, indemnification agreements, employment contracts, or otherwise) for acts or omissions arising after the Effective Date.
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                                                                                                                -d;
 
F.      Collective Bargaining Agreement The Debtors are unable to assume their collective hargaining agreements as currently constituted because, among other things, the collective bargaining agreements require the Debtors to provide benefits to their employees under health care, severance, welfare, incentive compensation, and retirement plans sponsored by FE Corp. As of the Effective Date, the Debtors will no longer be able to offer such benefits to their employees under these FE Corp. plans. Prior to the Effective Date and once decisions have been made as to the health care, severance, welfare, incentive compensation and retirement plans that the Reorganized Debtors will offer their employees as of the Effective Date, the Debtors will negotiate with the unions that are parties to collective bargaining agreements with the Debtors regarding modifications necessary for the Debtors' post-Effective Date operations, including (i) to incorporate the changes to the health care, severance, welfare, incentive compensation, and retirement plans that the Reorganized Debtors will offer their employees as of the Effective Date, (ii) financial, work rule and contract language changes consistent with the business plan for the Reorganized Debtors and (iii) separation so that the Reorganized Debtors, and not the Debtors and the FE Non-Debtor Parties, are party to and responsible for the applicable collective bargaining agreements upon the Effective Date, with the goal of reaching agreement on all such modifications prior to the Effective Date and assuming the modified collective bargaining agreements as of the Effective Date. In the event that the Debtors are unable to reach agreement with any particular union that is a party to a collective hargaining agreement on all such modifications to the collective bargaining agreement, the Debtors reserve their right to seek relief prior to the Effective Date from the Bankruptcy Court under sections 1 I l3 and 1 I 14, to the extent applicable, of the Bankruptcy Code. Notwithstanding any provision of this Section V.F, nothing contained herein shall create an obligation of the FE Non-Debtor Parties to participate in, or contribute (either economically or otherwise) to, any negotiations between the Debtors and the unions that are parties to collective bargaining agreements.
G.      Insurance Policies Each of the Insurance Policies are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan, on the Effective Date, the Debtors shall be deemed to have assumed all Insurance Policies and any agreements, documents, and instruments relating to coverage of all insured Claims, and such Insurance Policies shall not be impaired in any way by the Plan or the Confirmation Order, but rather will remain valid and enforceable in accordance with their terms. For the avoidance of doubt, any claims by an insurer against any Debtor pursuant to the terms of an applicable Insurance Policy where the Debtor is a named insured are not subject to the Consensual Third Party Releases of the Debtor Released Parties set forth in Article VIII.E of the Plan.
H.      Surety Bonds.
Notwithstanding any other provision of the Plan or the Confirmation Order, on the Effective Date: (i) any and all surety bonds that are issued on behalf of any of the Debtors, as principal(s) and in force as of the Effective Date (each, a "Surety Bond," and collectively, the "surety Bonds"), and related indemnification and collateral agreements (collectively, the "Surety Indemnity Agreements") entered into by any of the Debtors in favor of the sureties providing the Surety Bonds (each, "suretyo', and collectively, the "Sureties") will be treated as Executory Contracts that have been assumed cum onere by the Reorganized Debtors under the Plan and will survive and remain unaffected and unimpaired by the confirmation of the Plan and entry of the Confirmation Order; provided, that for avoidance of doubt, neither the Plan nor the Confirmation Order shall constitute a finding as to whether any of the Surety Bonds or Surety Indemnity Agreements are "executory contracts" within the meaning of section 365 of the Bankruptcy Code; (ii) any bonded obligation under any Surety Bond shall be unimpaired and a continuing obligation of the Reorganized Debtors; and (iii) any and all collateral held by a Surety shall 87
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remain in place to secure the obligations of any of such Surety's indemnitors under all applicable Surety Indemnity Agreements regardless of when such obligations arise. Upon the Effective Date, and provided that all amounts then due and owing pursuant to the Surety Bonds and Surety Indemnity Agreements are satisfied, Proofs of Claim filed by a Surety on account of or in respect of any Surety Bond or Surety Indemnity Agreement, or otherwise covered by this paragraph, shall be deemed automatically withdrawn without further notice to or action by the Bankruptcy Court and shall be expunged from the claims register. Nothing in this paragraph shall be deemed to waive any of the Debtors' or the Reorganized Debtors' rights or defenses with respect to any Claims. Nor shall this paragraph be deemed to modiff the respective rights and obligations of the Sureties, Debtors, Reorganized Debtors, or any indemnitors, as applicable, under the Surety Bonds, the Surety Indemnity Agreements, or any related collateral agreements.
Notwithstanding any provision of this Plan or the Confirmation Order, including, but not limited to, the release and injunction provisions in Article VIII of the Plan, nothing in the Plan or the Confirmation Order shall be deemed to bar, impair, alter, diminish, or enlarge any of the rights or claims of Liberry Mutual Insurance Company and its affiliates or Westchester Fire Insurance Company and its affiliates against any FE Non-Debtor Party pursuant to the terms of an applicable Surety Indemnity Agreement, and, for the avoidance of doubt, any claims of Liberty Mutual Insurance Company and its affiliates or Westchester Fire Insurance Company and its affiliates against any Debtor or any FE Non-Debtor Party pursuant to the terms of an applicable Surety Indemnity Agreement are not subject to any of the Consensual Third Party Releases set forth in Article VIII.E of the Plan.
I.        Moditications, Amendments, Supplements, Restatements, or Other Agreements.
Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, or restatements thereto or thereof,    if any, including all easements, Iicenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements have been previously rejected or repudiated or is rejected or repudiated under the Plan.
Modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases executed by the Debtors during the Chapter I I Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority or amount of any Claims arising thereunder.
J.        Reservation of Rights.
Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on any list of Rejected Executory Contracts or Unexpired Leases or list of Assumed Executory Contracts or Unexpired Leases, nor anything contained in the Plan, shall constitute an admission by the Debtors that such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its treatment of such contract or lease.
K.        Nonoccurrence of the Effective Date.
In the event that the Effective Date does not occur with respect to a Debtor, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting 88 18-50757-amk Doc 2529 FILED 04/18/Lg ENTERED 04/18/19 18:23:25 Page 93 of 121
 
Unexpired Leases with respect to such Debtor pursuant to section 365(dX4) of the Bankruptcy Code, unless such deadline has expired.
L.      Contracts and Leases Entered Into Afier the Petition Date Contracts and leases entered into after the Petition Date by any Debtor, including any Assumed Executory Contracts or Unexpired Leases, will be performed by the applicable Debtor, or the applicable Reorganized Debtor liable thereunder in the ordinary course of their business. Accordingly, any such contracts and leases (including Assumed Executory Contracts or Unexpired Leases) that have not been rejected as of the Confirmation Date shall survive and remain unaffected by entry of the Confirmation Order.
ARTICLE YI.
PROYISIONS GOVERNING DISTRIBUTIONS A.        Timing and Calculation of Amounts to be Distributed.
Unless otherwise provided in the Plan, on the Effective Date (or if a Claim is not an Allowed Claim on the Effective Date, on the date that such Claim becomes an Allowed Claim, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim shall receive the full amount of the distributions that the Plan provides for Allowed Claims in the applicable Class. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Duy, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims, distributions on account of any such Disputed Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distrihutions are delivered on or at any time after the Effective Date.
B.      Disbursing Agent.
All distributions under the Plan shall be made to Holders of Allowed Claims by the applicable Disbursing Agent on the Effective Date, or as soon as reasonably practicable thereafter, in accordance with the Plan. The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court.
C.        Rights and Powers of Disbursing Agent.
: l.      Powers of the Disbursins Aeent.
The Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (ii) make all distributions contemplated hereby; and (iiD exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions ofthe Plan.
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1 t-.      Exnenses Incurred On or After the Effective f)ate-Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Disbursing Agent in performing its duties under the Plan on or after the Effective Date (including taxes) shall be paid in Cash by the Reorganized Debtors (and in the case of the Plan Administrator, such fees and expenses shall be paid ts set forth in the Plan Administrator Agreement).
D.      Delivery of Distributions and Undeliverable or Unclaimed Distributions
: 1.      Record Date for Distributions.
On the Distribution Record Date, the Claims Register shall be closed and any party responsible for making distributions shall be authorized and entitled to recognize only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date. The Debtors, the Indenture Trustees and/or the Disbursing Agent shall have no obligation to recognize any transfer of any Claims or Interests occurring on or after the Distribution Record Date. For the avoidance of doubt, the Distribution Record Date shall not apply to any publicly-held securities.
: 2.      Deliverv of Distributions.
Except as otherwise provided herein, the applicable Disbursing Agent shall make distributions to Holders of Allowed Claims, as applicable, as of the Distribution Record Date at the address for each such Holder indicated on the Debtors' records as of the date of any such distribution. The manner of such distributions shall be determined at the discretion of the applicable Disbursing Agent and the address for each Holder of an Allowed Claim shall be deemed to be the address set forth in any Proof of Claim Filed by that Holder. For the avoidance of doubt, Distributions to the Holders of Allowed Unsecured Bondholder Claims shall be made to the applicable Indenture Trustees for further distribution to the Holders of Allowed Unsecured Bondholder Claims, subject to the charging lien of the Indenture Trustees.
: 3.      No Fractional Distributions.
No fractional shares of New Common Stock shall be distributed and no Cash shall be distributed in lieu of such fractional amounts. When any distribution pursuant to the Plan on account of an Applicable Allowed Claim would otherwise result in the issuance of a number of shares of New Common Stock that is not a whole number, the actual distribution of shares of New Common Stock shall be rounded as follows: (i) fractions of one-halt (ll2) or greater shall be rounded to the next higher whole number and (ii) fractions of less than one-half (l/2) shall be rounded to the next lower whole number with no further payment therefor. The total number of authorized shares of New Common Stock to be distributed to Holders of Allowed Claims shall be adjusted as necessary to account for the foregoing rounding.
: 4.      Minimum Distribution.
No Cash payment of less than $50.00 shall be made to a Holder of an Allowed Claim on account of any Allowed Claim.
: 5.      Undeliverable Distributions and Unclaimed Propertv.
In the event that any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address 90 18-50757:amk Doc 2529 FILED 04/1-8/19 ENTERED 04/L8lt9 LB:23:25                              ,;;Pag-e 95 of  1 of such Holder at which time such distribution shall be made to such Holder without interest; provided, however, that any distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six months from the applicable Distribution Date. In the event that the Disbursing Agent is unable to effectuate distributions to any Holder due to the Holder's non-compliance with the provisions of this Plan required for distributions (including compliance with tax requirements and/or identiffing a DTC participant for the distributions of the New Common Stock), such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six months from the applicable Distribution Date. All unclaimed property or interests in property shall revert to the applicable Reorganized Debtor(s) automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and the claim of any Holder to such property shall be fully discharged, released, and forever barred.
: 6.      Allocation of Distributions.
Except as otherwise set forth herein, Distributions in respect of Allowed Claims shall be allocated first to the principal amount of such Claim (as determined for federal income tax purposes) and then, to the extent the consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued but unpaid interest to the extent Allowed herein.
E.        Manner of Payment.
Unless as otherwise set forth herein, all distributions of Cash or New Common Stock to the Holders of Allowed Claims under the Plan shall be made by the Disbursing Agent on behalf of the Debtors or the Reorganized Debtors, as applicable. At the option of the Dishursing Agent, any Cash payment to be made under the Plan may be made by check or wire transfer or as otherwise required or provided in applicable agreements.
F.        SEC Registratian/Exemption.
The New Common Stock is or may be a "Security" as defined in Section 2(aXl) of the Securities Act, section l0l of the Bankruptcy Code, and applicable state securities laws.
Pursuant to section  ll45 of the Bankruptcy Code, the issuance of the New Common Stock (other than New Common        Stock, if any, to be issued pursuant to the Management Incentive Plan) is exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable U.S. state or local law requiring registration before the offering, issuance, distribution, or sale of such securities. The New Common Stock issued pursuant to section 1 145 of the Bankruptcy Code (i) is not a "restricted security" as defined in Rule l4a(a)(3) under the Securities Act, and (ii) is freely tradeable and transferable by any initial recipient thereof that (a) at the time of the transfer is not an o'affiliate" of the Reorganized Debtors, as defined in Rule I a(a)( I under the Securities Act and has not
                                                                          )
been such an "affiliate" within 90 days of such transfer, and (b) is not an entity that is an "underwriter" as defined in subsection (b) of section ll45 of the Bankruptcy Code. NewCommon Stockunderlyingthe Management Incentive Plan will be issued pursuant to other available exemptions from registration under the Securities Act and applicable law.
Notwithstanding any policies, practices, or procedures of DTC or any other applicable clearing system, DTC and all other applicable clearing systems shall cooperate with and take all actions reasonably requested by a Disbursing Agent or an Indenture Trustee to facilitate distributions to Holders of Allowed Claims without requiring that such distributions be characterized as repayments of principal or interest. No Disbursing Agent or Indenture Trustee shall be required to provide indemnification or 91 18-50757-amk :Doc"2529 FILED O4lLBlLg ENTERED 04/18/19 LB:23:25 Page 96 of 121
 
other security to DTC in connection with any distributions to Holders of Allowed Claims through the facilities of DTC.
In connection with any ownership of the New Common Stock that will be reflected through the facilities of DTC on or after the Effective Date, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the ffeatment of the New Common Stock under applicable securities laws. DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether any of the New Common Stock is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of doubt, DTC) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Common Stock is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.
G.        Compliance with Tm Requirements.
In connection with the Plan, to the extent applicable, the Reorganized Debtors and the Disbursing Agent shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit with respect to distributions pursuant to the Plan. Notwithstanding the above, each Holder of an Allowed Claim that is to receive a distribution under the Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any taxes imposed on such Holder by any Governmental Unit including income, withholding, and other tax obligations, on account of such distribution. The Disbursing Agent has the right, but not the obligation, not to make a distribution until such Holder has made an arrangement satisfactory to the Disbursing Agent for payment of any such withholding tax obligations and, if the Disbursing Agent fails to withhold with respect to any such Holder's distribution, and is later held liable for the amount of such withholding, the Holder sha((
reimburse the Disbursing Agent for such amounts. Notwithstanding any provision herein to the contrary, the Reorganized Debtors and the Dishursing Agent, as applicable, shall be authorized to take all actions necessary to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, and establishing any other mechanisms they believe are reasonable and appropriate to comply with such requirements. The Disbursing Agent may require, as a condition of receipt of a distribution, that the Holder complete the appropriate Form W-8 or Form W-9, as applicable to each Holder. If the Holder fails to comply with such a request for six months, such distribution shall be deemed an unclaimed distribution and treated in accordance with Article VLD of the Plan. The Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, liens and encumbrances.
H.        No Postpetition or Default Interest on Claims.
Unless otherwise specifically provided        for in the Plan or in the Confirmation Order, and notwithstanding any documents that govern the Debtors' prepetition funded indebtedness to the contrary, (i) postpetition and/or default interest shall not accrue or be paid on any Claims and (ii) no Holder of a Claim shall be entitled to (a) interest accruing on or after the Petition Date on any such Claim; or (b) interest at the contract default rate, as applicable.
I.        Setffi  and Recoupment The Debtors and Reorganized Debtors, as applicable, may, but shall not be required to, setoff against or recoup any payments or distributions to be made pursuant to the Plan in respect of any Claims 92 18-50757.*amk Doc          2529    FILED      04/18/19 ENTERED          04/18/1-9 18:23:25 .Hage'97 ot 12L
 
of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claim it may have against the Holder of such Claim.
J.      Distributions on Account of Obligations of Multiple Debtors Holders of Allowed Claims (other than Secured PCN Claims) may assert such Claims against each Debtor obligated with respect to such Claims, and such Claims shall be entitled to share in the recovery provided for the applicable Class of Claims against each obligated Debtor based upon the full Allowed amount of such Claims. Notwithstanding the foregoing, in no case shall the aggregate value of all property received or retained under the Plan on account of any Allowed Claim exceed 100 percent of the underlying Allowed Claim plus applicable interest, if any.
K.        Claims Paid or Payable by Third Parties.
: l.      Claims Paid by Third Parties.
The Debtors or the Reorganized Debtors, as applicable, shall reduce a Claim, and such Claim shall be disallowed without a Claim objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment on account of such Claim from a party that is not a Debtor or a Reorganized Debtor (other than the Disbursing Agent). Subject to the last sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such Claim, such Holder shall, within 14 days of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor to the extent the Holder's total recovery on account of such Claim from the third party and under the Plan exceeds the amount of such Claim as of the date of any such distribution under the Plan. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the 14-day period specified above until the amount is repaid.
: 2.      Claims Payable by Third Parties.
No distributions under the Plan shall be made on account of an Allowed Claim that is payable pursuant    to one of the Insurance Policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one or more of the Debtors' insurers agrees to satisff in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers' agreement, the applicable portion of such Claim may be expunged without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.
4 J.      Anplicabilitv of Insurance Policies.
Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Except as otherwise expressly provided in the Plan, nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein (i) constitute or be deemed a waiver by such insurers of any rights or defenses, including coverage defenses, held by such insurers, or (ii) establish, determine, or otherwise imply any liability or obligation, including any coverage obligation, of any insurer.                                                                                r 93 18-50f57,amk Doc 2529 FILED 04/LB/19 ENTERED 04/18/19 18:23:25 Fage 98 of 121
 
ARTICLE VII.
PROCEDURES FOR RESOLVTNG CONTINGENT, UNLIQUIDATED, AND DISPUTED CLATMS A.        Allowance of Claims.
Except as otherwise set forth in the Plan, after the Effective Date, each of the Reorganized Debtors shall have and retain any and all rights and defenses such Debtor had with respect to any Claim immediately before the Effective Date. This Article VII of the Plan shall not apply to the Secured PCN Claims, the Unsecured PCN Claims, the FES Note Claims, the Mansfield Certificate Claims, or the Inter-Debtor Claims as Allowed in accordance with the Plan Settlement, which Claims shall be Allowed in full and shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaims, cross-claims, defenses, disallowance, impairment (except as provided in this Plan), objection, or any other challenges under any applicable law or regulation by any person or entity.
B.        Claims Administration Responsibilities.
Except as otherwise specifically provided in the Plan, after the Effective Date, the applicable Reorganized Debtor(s), or the Plan Administrator acting on behalf of the Reorganized Debtor(s) to the extent set forth in the Plan Administrator Agreement, shall have the sole authority: (i) to File, withdraw, or litigate to judgment, objections to Claims; (ii) to settle or compromise any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy Court; and (iii) to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. A list of the Claims and Causes of Action to be retained by the Debtors and turned over the Plan Administrator or the Reorganized Debtors shall be set forth in the Plan Supplement.
C.        Estimation of Claims Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, or the Plan Administrator on their behalf may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim or Disputed Interest that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any reason, regardless of whether any party previously has objected to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction to estimate any such Claim or [nterest, including during the litigation of any objection to any Claim or Interest or during the appeal relating to such objection.
Notwithstanding any provision to the contrary in the Plan, a Claim or Interest that has been disallowed by Bankruptcy Court order or expunged from the Claims Register, but that either is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated amount shall constitute a maximum limitation on such Claim for all purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate distribution on such Claim.
D.      Adiustment to Claims or Interests without  Obiection I
Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been amended or superseded, may be adjusted or expunged on the Claims Register by the Reorganized Debtors 94 18-50757-amk Doc 2,529 FILED 04/18/19 ENTERED 04/18lt9 18:23:25 Page 9S'0f                                    1-21
 
or the Plan Administrator without an objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court.
E.      Time to File Objections to Claims or Interests.
Any objections to Claims or Interests shall be Filed on or before the Claims Objection Deadline.
F.      Dispuled Claims Reserve On the Effective Date, the Debtors shall establish the Disputed Claims Reserve for any Disputed Claim (to the extent such Claim is ultimately Allowed) existing as of the Effective Date, which Disputed Claims Reserve shall be administered by the Plan Administrator. After the Effective Date, the Reorganized Debtors shall hold an amount of New Common Stock and Cash in such Disputed Claims Reserve in trust for the benefit of the Holders of Claims ultimately determined to be Allowed after the Effective Date. The Plan Administrator shall distribute such amounts (net of any expenses, including any taxes relating thereto), as provided herein, as such Claims are resolved by a Final Order or agreed to by settlement, and such amounts will be distributable on account of such Claims as such amounts would have been distributable had such Claims been Allowed Claims as of the Effective Date under Article III of the Plan solely to the extent of the amounts available in the Disputed Claims Reserve.
Disputed Claims that become Allowed, in whole or in part, shall be satisfied exclusively out of the Disputed Claims Reserve. In the event that the New Common Stock and Cash remaining in the Disputed Claims Reserve shall be insufficient to satisfu all of the Disputed Claims that have become Allowed and are due to be satisfled with distributions from the Disputed Claims Reserve on any Periodic Distribution Date, such Disputed Claims shall be satisfied Pro Rata from the Disputed Claims Reserve.
After all New Common Stock and Cash have been distributed from the Disputed Claims Reserve, no further distributions shall be made in respect of Disputed Claims and the Holders of any such Disputed Claims shall have no recourse in respect of such Claims to the Debtors or the Reorganized Debtors, Holders of Allowed Claims, or their respective assets or properties.
If a Disputed Claim is disallowed, in whole or in part, on the Periodic Distribution Date next following the date of determination of such disallowance, then (i) shares of New Common Stock equal to the shares of New Common Stock that would have been released from the Disputed Claims Reserve to the Holder thereof had such Claim been Allowed in the as-filed or estimated amount, as applicable, of such Claim, or disallowed portion thereof if such Claim is disallowed in part, shall be released from the Disputed Claims Reserve and shall be immediately cancelled, and (ii) Cash equal to the amount of Cash that would have been released from the Disputed Claims Reserve to the Holder thereof had such Claim been Allowed in the as-filed or estimated amount, as applicable, of such Claim, or disallowed portion thereof if such Claim is disallowed in part, shall be (x) in the case of Holders of Allowed Claims that received their distribution under the Plan (or any portion thereof) in the form of Cash, distributed in Cash to such Holders on a Pro Rata basis in accordance with such Cash recoveries, and (y) in the case of Holders of Allowed Claims that received their distribution under the Plan (or any portion thereof) in the form of New Common Stock, distributed in Cash to the Reorganized Debtors.
If at any time it is determined by both the Reorganized Debtors and the Plan Administrator that it is not necessary to hold in the Disputed Claims Reserve all of the shares of New Common Stock and Cash, if any, the Plan Administrator shall release such shares of New Common Stock and Cash as is determined to no longer be necessary for the satisfaction of Disputed Claim, upon which such shares shall be immediately cancelled, ffid such Cash shall be (i) in the case of Holders of Allowed Claims against the i applicable Debtor or Debtors relating to such Disputed Claims Reserve that receirred their distribution in Cash, distributed to such Holders on a Pro Rata basis in accordance with such Cash recoveries; and (ii) in 95 i"r 18i50757-amk Doc 2529 FILED 04/18/19 ENTERED O4178179il8:?3:25 Page 100 of 121
 
the case of Holders of Allowed Claims against the applicable Debtor or Debtors relating to such Disputed Claims Reserve that received their distribution under the Plan (or any portion thereof) in the form of New Common Stock, distributed in Cash to the Reorganized Debtors.
G.      Disallowance of Claims.
Any Claims held by Entities from which the Bankruptcy Court has determined that property is recoverable under section 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer that the Bankruptcy Court has determined is avoidable under section 522(f),522(h), 544, 545, 547,548,549, or 72a{fi of the Bankruptcy Code, shall be deemed disallowed pursuantto section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions on account of such Claims until such time as such Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect thereto has been entered and the full amount of such obligation to the Debtors has been paid or turned over in full.
All Proofs of Claim Filed on account of an Indemnification Obligation shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent such Indemnification Obligation is assumed (or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, order, or approval of the Bankruptcy Court. All Proofs of Claim Filed on account of an employee or retiree obligation shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to the extent the Reorganized Debtors, or the FE Non-Debtor Parties pursuant to the FE Settlement Agreement, honor such employee or retiree obligation, without any further notice to or action, order, or approval of the Bankruptcy Court.
Except as provided herein or otherwise agreed, any and all Proofs of Claim Filed after the Bar Date (excluding amended Proofs of Claim which amend timely Filed Proofs of Claim) shall be deemed disallowed and expunged as of the Effective Date without any further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive any distributions on account of such Claims, unless on or before the Confirmation Hearing such late Claim has been deemed timely Filed by a Final Order.
H.      Amendments to Proofs of Claim or Interest, On or after the Effective Date, a Proof of Claim or Interest may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Reorganized Debtors, or the Plan Administrator acting on their behalf, and any such new or amended Proof of Claim or Interest Filed sha(( be deemed disallowed in full and expunged without any fuither action.
I.      Reimburs ement or C ontribution.
In the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(l)(B) of the Bankruptcy Code, then to the extent such Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed and expunged notwithstanding section 502(i) of the Bankruptcy Code, unless before the Effective Date: (i) such Claim has been adjudicated as non-contingent; or (ii) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entered before the Confirmation Date determining such Claim as no longer contingent.
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J.      No Distributions Pending Allowance.
Except as otherwise set forth herein, if an objection to a Claim or portion thereof is Filed as set forth in Article VII.A or VII.B of the Plan, no payment or distribution provided under the Plan shall be made on account of such Disputed Claim or portion thereof unless and until such Disputed Claim becomes an Allowed Claim.
K.        Distributions After Allowance.
To the extent that a Disputed Claim ultimately becomes an Allowed C1aim, distributions (if any) shall be made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. Except as otherwise set forth in the Plan, as soon as practicable after the date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim the distribution (if any) to which such Holder is entitled under the Plan as of the Effective Date, less any previous distribution (if any) that was made on account of the undisputed portion of such Claim, without any interest, dividends, or accruals to be paid on account of such Claim unless required under such order or judgment of the Bankruptcy Court.
ARTICLE VIIL SETTLEMENT, RELEASE, INJUNCTION, ANI} RELATED PROVISIONS A.        Discharge of Claims and Termination of Interests.
Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests from and after the Petition Date and any Administrative Claims whether known or unknown, against, liabilities ol Liens on, obligations of, rights against, ffid Interests in, the Debtors or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims and Interests, including demands, liabilities, ffid Causes of Action that arose before the Effective Date, and all debts of the kind specified in sections 502(9), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (i) a Proof of Claim based upon such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (iii) the Holder of such a Claim or Interest that existed immediately before or on account of the Filing of the Chapter 11 Cases shall be deemed cured (and no longer continuing) as of the Effective Date. The Confirmation Order shall be a judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring.
B.        Release of Liens.
Except as otherwise specifically provided in the Plan and except for (i) any FG Secured PCN Claims against FG that are Reinstated in accordance with Article III of the Plan, (ii) any NG Secured PCN Claims against NG that are Reinstated in accordance with Article III of the Plan, and (iii) any Other Secured Claims against any Dehtor that are Reinstated in accordance with Article III of the PIan, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of the Estates shall he fully released and discharged, and all of the right, title, and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the Reorganized Ilehtors and their successors and assigns, in each 97 18-50757-amk Doc.2529 FILED 04/18/19 ENTERED O4l].8,ltg 78'.23i25 Page 102 o8121
 
case,  without any further approval or other of the Bankruptcy Court and without any action or Filing being required to be made by the Debtors.
To the extent that any Holder of a Secured Claim that has been satisfied or discharged in full pursuant to the Plan (or any agent for such Holder)      has filed or recorded puhlicly any Liens and/or security interests to secure such Holder's Secured Claim, as soon as reasonably practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall take any and all steps reasonably requested by the Debtors or the Reorganized Debtors that are reasonahly necessary or desirable to record or effectuate the cancellation and/or extinguishment of such Liens and/or security interests, including the making of any applicable filings or recordings, and the Reorganized Debtors shall be entitled to make any such filings or recordings on such Holder's behalf.
C.      Releases by the Debtors.
Pursuant to section 1f23ft) of the Bankruptcy Coden on and as of the Effective Ilate, in exchange  for good and valuable consideration, including the obligations of the Ilebtors under the Plan and the contrihutions of the Released Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective Ilate, each Released Party is deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the Debtors, the Reorganized Ilebtors, and their Estates in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any Claims or Causes of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all claims or Causes of Action, including any derivative claims asserted or assertable on behalf of any of the Ilebtors, that the Debtors, the Reorganized Debtors, or their Estates or Affiliates (including any F'E Non-Debtor Parties), as applicable, would have been legally entitled to assert in any of their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' businesses, the Debtors' property, the Debtors' capital structure, the assertion or enforcement of rights and remedies against the Dehtors, the Dehtors' in- or out-of-court restructuring discussions, intercompany transactions between or among the Debtors and/or their Affiliates (including any FE Non-Debtor Parties), the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party, the PCNs, the FES Notes, any interest in the Mansfield Facility Documents, the Chapter 11. Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other flgreement or document created or entered into in connection with the foregoing, including providing any legal opinion requested hy any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the PIan or the reliance by any Released Party on the PIan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrsnce taking place on or hefore the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release any obligations of any Entity arising after the Effective Date under the Plan, the Confirmation Order, any Restructuring Transaction, any obligation under any Assumed Executory Contract or Unexpired Lease where an 98 L8-50757-amk Doc2529 .FILED 04/18/19 ENTERED O4lt8ll9 78i23i25 Page 103 of 121
 
FE Non-Debtor Party is a counterparty, the FE Postpetition Agreements, the FE Settlement Agreement and any related obligations under the PIan or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and the FE Settlement Agreement.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval, under section ll23 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in this Plan.
D.      Party Releases of the FE Non-Debtor Parties by the Consenting Creditors and the Committee.
On and as of the Effective Ilate, pursuant to the terms of the FE Settlement Agreement, in exchange  for good and valuable consideration, including the contributions of the FE Non-Dehtor Parties to facilitate and implement the Plan, to the fullest extent permissible under applicable law, as such law may be extended or integrated after the Effective llate, each FE Non-Debtor Released Party is deemed to have been conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each and all of the: (i) the Consenting Creditors and (ii) the Committee, in each cflse on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any claims or Causes of Action, directly or derivatively, by, through, for, or because of the foregoing Entities, from any and all claims or Causes of Action, including any derivative claims asserted or assertable hy, or on behalf of any of the (i) Consenting Creditors or (ii) the Committee, or their Affiliates, as applicable, that such Entities would have been legally entitled to assert in any of their own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors' businesses, the Debtorsn property, the Debtors' capital structure, the assertion or enforcement of rights and remedies against the Debtors, the llebtors' in- or out-of-court restructuring discussions, intercompany transactions hetween or among the Debtors and/or their Affiliates (including any FE Non-Ilebtor Parties), the purchase, sale, or recession of the purchase or sale of any Security of the Ilebtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the husiness or contractual arrangements between any Debtor and any Released Party, the PCNs, the FES Notes, any interest in the Mansfield Facility Documents, the Chapter 11 Cases and related adversary proceedings, the formulation, preparationn dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Disclosure Statement, the PIan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the PIan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upotr any other related act or omission, transaction, agreement, event, or other occurrence taking place on or hefore the Effective Date. Notwithstanding anything to the contrary in the foregoing, the release set forth above do not release any obligations of any Entity arising after the Effective llate under the Plan, the Confirmation Order, any Restructuriug Transaction, the FE Settlement Agreement and any related obligations under the Plan or any document, instrument or agreement (including those set forth in the Plan Supplement) executed to implement the PIan.
E.      Releases of the Debtor Released Parties, FE Non-Debtor Released Parties and Other Released Parties by Third Parties and Holders or Claims or Interests.
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On and as of the Effective Date, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Ilebtor Released Parties, FE Non-Ilebtor Released Parties and Other Released Parties, to facilitate and implement the PIan, each Holder of a Claim or Interest that (i) votes to accept the Plan or {ii) is deemed to have accepted the Plan, shall be deemed to have conclusively, absolutely, unconditionallyo irrevocably, and forever released and discharged each Debtor Released Party, FE Non-Debtor Released ParR, and Other Released Party    from any and all claims and Causes of Action, including any derivative claims asserted  or assertable by or on behalf of any of the llebtors, the Reorganized Debtors, or their Estates or Affiliates (including any FE Non-Debtor Parties), as applicable, that such Entity would have been legally entitled to assert its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from in whole or in part, the Dehtors, the I)ebtors' businesses, the Ilebtors' property, the Debtors' capital structure, the assertion or enforcement of rights and remedies against the l)ebtors, the l)ebtors' in- or out-of-court restructuring discussions, intercompany transactions between or among the Debtors andlor their Affiliates (including any FE Non-Debtor Parties), the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Ilebtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and Released Party, the PCNs, the FES Notes, any interest in the Mansfield Facility Ilocuments, the Chapter ll Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Disclosure Statement, the Plan, or flny Restructuring Transactionn contract, instrument, release, or other agreemetrt or document created or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated hy the PIan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date.
Notwithstanding anything to the contrary in the foregoing, the releases set forth above do not release (i) any obligations of any Entity arising after the Effective Date under the Plan, the Confirmation Order, any Restructuring Transaction, the FE Settlement Agreement and any related obligations under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and the FE Settlement Agreement, (ii) any Consenting Owner Participant from its obligations to the Consenting Owner Trustee, in its individual capacity (and its successors, permitted assigns, directors, officers, employees, agents, and servants), under the Mansfield Trust Agreements or (iii) the Consenting Owner Trustee from its obligations under the Mansfield Trust Agreements with respect to periods after the date of the Confirmation Order.
For the avoidance of doubt, on and as of the Effective llate, each Holder of a Claim or lnterest that (i) votes to accept the Plan or (ii) is deemed to have accepted the PIan shall be deemed to provide a full and complete discharge and release to the Debtor Released Parties, the FE Non-Debtor Released Parties, and the Other Released Parties and their respective property from any and all Causes of Action whatsoever, whether known or unknown, asserted or unasserted, derivative or direct, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, whether fof or sounding in tort, fraud, contract, violations of federal or state securities laws, veil piercing, substantive consolidation, or alter-ego theories of liability, contribution, indemnification, joint or several liability, or otherwise arising from or related in any way to (i) the Debtors, the Reorganized Debtors, their businesses, their property, or any interest in the Mansfield 100 18-50757-amk Doc2529 FILED04/18/19 ENTEREDO4ltgll9tBi23i25 Page105otL27,
 
Facility Documents; (ii) any Cause of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions or other matters arising in the conduct of the Debtors' businesses; (iii) the Chapter 11 Cases; (iv) the formulation, preparation, negotiation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Plan Supplement, any contract, employee pension or benefit plan instrument, release, or other agreement or document related to any Debtor, the Chapter 11 Cases or the Plan, modified, amended, terminated, or entered into in connection with either the Plan, or any agreement between the Dehtors and any FE Non-Debtor Released Party, including the FE Settlement Agreement; or (v) any other act taken or omitted to be taken in connection with the Chapter 11 Cases, including, without limitation, acts or omissions occurring after the Effective Date in connection with distrihutions made consistent with the terms of the Plan.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval under section  ll23 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Consensual Third Party Release, which includes by reference each of the related provisions and definitions contained in this Plan.
F.      Exculpation.
Notwithstanding anything herein to the contrary, and upon entry of the Confirmation Order, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from, any liability to any Holder of a Cause of Action, Claim, or Interest or to any other Entity for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Mansfield Settlement, the Mansfield Owner Parties' Settlement, the Disclosure Statement, the Plann or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Mansfield Settlement, the Mansfield Owner Parties' Settlement, the Ilisclosure Statement, the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including providing any legal opinion requested hy any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the PIan or the distribution of property under the Plan or any other agreement (whether or not such issuance or distribution occurs following the Effective Ilate), negotiations regarding or concerning any of the foregoing, or the administration of the PIan or property to be distributed hereunder, except for Causes of Action related to any act or omission that is determined by Final Order to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Entities shall he entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon Consummation shall he deemed to have, participated in good faith and in compliance with applicable laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the PIan or such distributions made pursuant to the PIan.
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G.        Injunction.
In addition to any injunction provided in the FE Settlement Order, except as otherwise expressly provided in the PIan or for obligations issued or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that have held, holdo or may hold Claims or Interests that have been released pursuant to Article YIII.C-E of the Plan, shall be discharged pursuant to Article VIII.A of the Plan, or are subject to exculpation pursuant to Article VIII.F of the PIan, are permanently enjoined, from and after the Effective Date, from taking any of the following actions against, as applicable, the llebtors, the Reorganized Debtors                    or the Released Parties:
(i) commencing or continuing in any manner any action or other proceeding of any kind on account of or in connection with or respect to any such claim or interestsl (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against such Entities on account of or in connection with or with respect to any such claims or interestl (iii) creating, perfecting, or enforcing any lien or encumbrflnce of any kind against such Entities or the property or the estates of such Entities on account of or in connection with or with respect to any such claims or interests; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from such Entities or against the propefi of such Entities on account of or in connection with or with respect to any such claims or interests unless such Entity has timely asserted such setoff right in a document Filed with the Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff pursuant to applicahle law or otherwise; and (v) commencing or continuing in any matrner any action or other proceeding of any kind on account of or in connection with or with respect to any such claims or interests released or settled pursuant to the Plan.
H.        PBGC.
Notwithstanding anything to the contrary, neither the FirstEners/ Corp.Master Pension Plan nor the Pension Benefit Guaranty Corporation releases any FE Non-Debtor Released Party from any Claim or Cause of Action respecting the FirstEnergy Corp. Master Pension Plan.
I.        Environmental Liabilities Nothing in the Plan or the Confirmation Order shall release, discharge, or preclude the enforcement of, (or preclude release, defeat, or limit the defense under non-bankruptcy law of): (i) any liability to a Governmental Unit that is not a Claim; (ii) any Claim of a Governmental Unit arising on or after the Effective Date; (iii) any liability under Environmental Law to a Governmental Unit on the part of any Entity to the extent of such Entity's liability under non-bankruptcy law on account of its status as owner or operator of such property after the Effective Date; or (iv) any Governmental Unit's rights and defenses of setoff and recoupment, or ability to assert setoff or recoupment against the Debtors or the Reorganized Debtors and such rights and defenses are expressly preserved. All parties' rights and defenses under Environmental Law with respect to (i) through (iv) above are fully preserved. Nor shall anything in the Plan Documents or Confirmation Order enjoin or otherwise bar a Governmental Unit from asserting or enforcing, outside of the Bankruptcy Court, any liability described in the preceding sentence.
Nothing in the Plan or Confirmation Order shall authorized the transfer or assignment of any governmental      (i) license, (ii) permit, (iii)  registration, (iv) authorization, or (v) approval, or the discontinuation of any obligation thereunder, without compliance with all applicabfe legal requirements under police or regulatory [aw. Nothing in the Plan or Confirmation Order divests any tribunal of any jurisdiction it may have under police or regulatory law to interpret the Plan or Confirmation Order or to adjudicate any defense asserted under the Plan or Confirmation Order. Notwithstanding the foregoing, nothing in this Plan or the Confirmation Order terminates or limits the effect of the Preliminary r02 18-.59757-amk Doc2529 FILED 04/18/19 ENTERED O4lt9l79 LAi2395 'Page 107 of 121
 
Injunction Against the Federal Regulatory Cammissiorz, Case No. 18-50757, Adv. Pro. No. 18-5021 (Bankr. N.D. Ohio, May 1 1,2078) [Docket No. I l4]. For the sake of clarity, any matter not released or discharged pursuant to the foregoing can be enforced by either (a) applicable Governmental Units, or (b) any persons or entities authorized to bring actions under enabling statutes.
J.      P ro t ecti ons Against Dis criminatory Tre atment.
Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S.
Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized Dehtors or another Entity with whom the Reorganized Debtors have been associated, solely because each Debtor has been a Debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter I I Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter  1l Cases.
K.      Recoupment.
In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Proof of Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment.
L.      Document Retention.
On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance with their standard document retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors. The Reorganized Debtors will not alter their document retention policy in any manner contrary to applicable state or federal law.
ARTTCLE [X.
CONI}ITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN A.      Conditions Precedent to Confirmation of a Plan.
It shall be a condition to Confirmation of the Plan that the following shall have been satisfied or waived pursuant to the provisions of Article IX.C of the Plan:
: 1. the Bankruptcy Court shall have entered the Disclosure Statement Order in a manner consistent in all material respects with the Restructuring Support Agreement, the Plan and the FE Settlement Order and in form and substance reasonably satisfactory to the Debtors, the Requisite Supporting Parties, the FE, Non-Debtor Parties (solely to the extent provided in the FE Settlement Agreement) and the Committee;
: 2. the Bankruptcy Court shall have entered the Confirmation Order in a manner consistent in all material respects with the Plan and the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order, and in form and substance reasonably satisfactory to the Debtors, the 103 1"8-50757-amk Doc2529 FILED 04/18/L9 ENTERED O4lLBlLg                              t8:23:25      Page 108 of 121 :li-P-
 
Committee, the FE Non-Debtor Parties (solely to the extent provided in the FE Settlement Agreement) and the Requisite Supporting Parties; and
: 3.      the FE Settlement Order and the FE, Settlement Agreement shall remain in full force and effect.
B.      Conditions Precedent to the Effective Date.
It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C of the Plan:
: l.      the Confirmation Order shall have been duly entered in form and substance reasonably acceptable to the Debtors, the Committee, the FE Non-Debtor Parties (solely to the extent provided in the FE Settlement Agreement) and the Requisite Supporting Parties and the Confirmation Order shall he a Final Order;
: 2. the FE Settlement Order, subject to the Consent and Waiver and the Consent and Waiver Order, shall remain in full force and effect;
: 3. the FE Settlement Agreement, subject to the Consent and Waiver and the Consent and Waiver Order, shall have been consummated including (i) the issuance of the New FE Notes and (ii) the payment of the Settlement Cash;
: 4. all Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been paid in full and the Professional Fee Escrow Account shall have been established and funded in accordance with Article II.A.3(b);
: 5.        all Other Professional Fee Claims shall have been paid in full;
: 6.      the Disputed Claims Reserve shall have been established and funded;
: 7.        the New Common Stock shall have been issued;
: 8.        the Restructuring Support Agreement shall not have been terminated and shall remain in full force and effect;
: 9. (i) subject to paragraph 2 of Section IV.B.2.a of the Plan, (a) FES shall have transferred all Assets and liabilities related to the retail business to New FES and (b) all other assets and liabilities of FES shall have been transferred to New FES, New Holdco or some combination thereof as described in Article IV.F; and (ii) New FES and, if any assets of FES are transferred to New Holdco, New Holdco shall have issued an additional guarantee for the PCNs related to the Secured FG PCN Reinstated Claims and the Secured NG PCN Claims that are being Reinstated in accordance with the Plan;
: 10. all actions, documents, certificates, and agreements necessary to implement this Plan shall have been effected or executed and tendered for delivery to the required parties and, to the extent required, filed with the applicable Governmental Units in accordance with applicable laws, and all conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms thereof (or will be satisfied or waived substantially concurrently with the occurrence of the Effective Date); and 104 18-5075famk Doc2529                  FILED    04/18/19 ENTERED O4l78lt9 78i23i25 :;Page 109 of 121
 
I l. the Debtors shall have obtained all authorizations, consents, regulatory approvals, including from the FERC and NRC, as applicable, rulings or documents that are necessary to consummate the Restructuring Transactions, and all such authorizations, consents and approvals shall remain in full force and effect, including without limitation, the following:
: a.      a final order or order(s) from FERC granting any and all authorization(s)
(including Section 203 Authorization(s)) required in connection with the Restructuring Transactions ;
b      Allegheny Energy Supply Company, LLC and Reorganized FG shall have received a final order from FERC granting authorization under Federal Power Act Section 203 to transfer the Pleasants Power Plant to a subsidiary of Reorganized FG; c      to the extent necessary based on the form of the Restructuring Transactions, at least 90 days prior to the Effective Date, the Debtors shall provide PJM with an informational filing notiffing PJM of the transfer of any facilities currently receiving payment in accordance with a FERC-approved reactive power tariff (the same as the informational filing submitted to FERC);
d      the Reorganized Debtors will register with ReliabilityFirst for the appropriate reliability functions; and e      the NRC shall have approved the license transfer or new license application (as determined by the Debtors with the reasonable consent of the Committee and the Requisite Supporting Parties) filed by Reorganized FENOC and Reorganized NG with respect to the change in ownership pursuant to the Plan.
C.        Waiver of Conditions.
The conditions to Confirmation and the Effective Date set forth in this Article IX may be waived by agreement of all of the following parties (i) the Debtors, (ii) the Requisite SupportingParties, (iii) the FE Non-Debtor Parties (solely as to the conditions precedent in Article IX.A.l-3 and Article IX.B.l-2 and solely as provided for in the FE Settlement Agreement) and (iv) the Committee, provided, however, that with respect to the conditions to the Effective Date set forth in Article IX.B.S and IX.B.8, such waiver shall not require the consent of any of the foregoing parties to the extent such parties have terminated their participation in the Restructuring Support Agreement and the Restructuring Support Agreement otherwise remains in effect as to the other parties; provided further, however, with respect to the conditions to the Effective Date set forth in Article IX.B.S, no party may waive such condition except with respect to the Other Professional Fee Claims incurred on its behalf.
D.      Effect of Failure of Conditions If the Effective Date does not occur with respect to a particular Debtor, then, as to such particular Debtor: (i) the Plan shall be null and void in all respects; (ii) any settlement or compromise embodied in the Plan, assumption or rejection of Executory Contracts or Unexpired Leases effective under the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void; and (iii) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims, Interests, or Causes of Action; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity. Notwithstanding the foregoing, for the avoidance of doubt, the failure of Confirmation or 105 18-50757-amk Doc2529 FILED 04/18/19 ENTERED 04lt$l79 78'.23:25 Page 110 of 121
 
Consummation to occur with respect to FE Aircraft or Norton shall not impact the effectiveness of the Sefflement embodied in the FE Settlement Agreement and such settlement shall remain in full force and effect in accordance with the terms of the FE Settlement Agreement, or the effectiveness of the Plan Settlement embodied herein as to the other Debtors and the Plan Settlement shall remain in full force and effect.
ARTICLE X.
MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAFI A.      Modffication and Amendments.
Subject to the Restructuring Support Agreement, each of the Debtors reserves the right to modiff the Plan, one or more times, before Confirmation, whether such modification is material or immaterial, and to seek Confirmation consistent with the Bankruptcy Code and, as applicable, not resolicit votes on such modified plan. Subject to certain restrictions and requirements set forth in the Plan and in section ll27 of the Bankruptcy Code and Bankruptcy Rule 3019, each of the Debtors expressly reserves its respective rights to alter, amend, or modiff the Plan, one or more times, after Confirmation and, to the extent necessary, may initiate proceedings in the Bankuptcy Court to so alter, amend, or modiff the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, including with respect to such modifications. Any alteration, amendment, or modification to the Plan shall be in accordance with the Restructuring Support Agreement and the FE Settlement Agreement.
B.      Effict of Confirmation  on Modifications Entry of the Confirmation Order shall mean that each alteration, amendment, or modification to the Plan since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not require additional disclosure or resolicitation under Bankruptcy Rule 3019; pravided, however, that each alteration, amendment or modification shall be made in accordance with Article X.A of the Plan and the Restructuring Support Agreement.
C.      Revocation or Withdrawal of Plan.
I . Revocation or Withdrawal of the Plan.
Subject to the Restructuring Support Agreement, and the FE Settlement Agreement, each of the Debtors reserves the right to revoke or withdraw the Plan as it applies to that Debtor before the Confirmation Date and to File subsequent plans for any reason, including to the extent the Debtors receive a higher or otherwise better offer than what is provided for in the Plan, or if pursuing Confirmation of the Plan would be inconsistent with any Debtor's fiduciary duties.
: 2.      Consequence of Withdrawal of the Plan.
If any of the Debtors revoke or withdraw the Plan, or if Confirmation or Consummation does not occur, then: (i) the Plan shall be null and void in all respects as to such Debtor(s); (ii) any settlement or compromise embodied in the Plan, including the Plan Settlement, and the FE Settlement Agreement (except in accordance rwith the terms set forth therein and in the FE Settlement Order), assumption or rejection of Executory Contracts or Unexpired Leases effected under the Plan, and any document or agreement executed pursuant to the Plan, shall be deemed null and void as to such Debtors; and (iii) nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims, Interests, or 106 18-50757-amk Doc ffi29,r FILED 04/18/19 ENTERED 0#tgl19 18'.23'.25 Page 111 ot IZ7                              .i
 
Causes of Action as to such Debtors; (b) prejudice in any manner the rights of such Debtor or any other Entity; or (c) constitute an admission, acknowledgment, offer, or undertaking of any sort by such Debtor or my other Entity.
ARTICLE XI.
RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order and the occuffence of the Effective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter I I Cases and the Plan pursuant to sections 105(a) and 1 142 of the Bankruptcy Code to the extent provided under applicable law, including jurisdiction to:
: l.      allow, disallow, determine, liquidate, classiff, estimate, or establish the priority, Secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the Secured or unsecured status, priority, amount, or allowance of Claims or Interests;
: 2.      decide and resolve all matters related to the granting and denying, in whole or in part, of any applications for allowance of compensation or reimbursement of expenses to Professionals authoized pursuant to the Bankruptcy Code or the Plan;
: 3. resolve any matters related to: (i) the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (ii) any potential contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (iii) the Reorganized Debtors' amending, modiffing, or supplementing, after the Effective Date, pursuant to Article V of the Plan, any list of Rejected Executory Contracts or Unexpired Leases, or otherwise; and (iv) any dispute regarding whether a contract or lease is or was executory or expired;
: 4.      adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that may be pending on the Effective Date;
: 5.      adjudicate, decide,  or  resolve any and    all matters related  to section 1141 of      the Bankruptcy Code;
: 6. enter and implement such order as may be necessary to execute, implement, or consummate the Plan and all contracts, instruments, releases, indentures, and other agreements or documents created in connection with the Plan or the Disclosure Statement, including injunctions or other actions as may be necessary to restrain interference by an Entity with Consummation or enforcement of the Plan;
            '1.      enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 1146(a) of the Bankruptcy Code;
: 8.      adjudicate, decide,  or  resolve any and    all matters related to the Restructuring Transactions 107 L8-50757-amk Doc2529 FlLED04/18/19 ENTEREDM/1811918:23:25 PagetTzol72L
: 9.      grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(dX4) of the Bankruptcy Code, to the extent such deadline has not passed;
: 10. resolve any cases, controversies, suits, disputes, Causes of Action, or any other matters that may arise in connection with the Consummation, interpretation, or enforcement of the Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions, or any Entity's obligations incurred in connection with the foregoing, including disputes arising under agreements, documents, or instruments executed in connection with the Plan, the Disclosure Statement, the Confirmation Order, or the Restructuring Transactions; ll. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the releases, injunctions, and other provisions contained in Article VIII of the Plan and enter such orders as may be necessary to implement such releases, injunctions, and other provisions;
: 12. resolve any and all disputes arising from or relating to distributions under the Plan, including any cases, controversies, suits, disputes, or Causes of Action relating to the distribution or the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim or amounts not timely repaid pursuant to Article VI of the Plan;
: 13. enter and implement such orders as are necessary      if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;
: 14. enter an order or decree concluding or closing the Chapter I  I Cases;
: 15. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;
: 16. hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and I I46 of the Bankruptcy Code, including any request made under section 505 of the Bankruptcy Code for the expedited determination of any unpaid liability for a Debtor for any tax incurred during the administration of the Chapter 11 Cases, including any tax liability arising from or relating to the Restructuring Transactions, for tax periods ending after the Petition Date and through the closing of the Chapter 1l Cases;
: 17. hear and determine matters concerning exemptions from state and federal registration requirements in accordance with section 1145 of the Bankruptcy Code;
: 18. except as otherwise limited herein, recover all assets of the Debtors and property of the Estates, wherever located;
: 19. issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with Consummation or enforcement of the Plan; 20      enforce all orders previously entered by the Bankruptcy Court; and
: 21. hear any other matter not inconsistent with the Bankruptcy Code.
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ARTICLE XII.
MISCELLANEOUS PROVISIONS A.      Immediate Binding Effict.
Subject to Article IX.B of the Plan and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan shall be immediately effective and enforceable and deemed binding upon the applicable Debtors, the Reorganized Debtors and any and all applicahle Holders of Claims or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, exculpations, and injunctions described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors.
B.      Additional Documents.
On or before the Effective Date, the Debtors may File with the Bankruptcy Court such agreements and other documents as may be necessary or advisable to effectuate and further evidence the terms and conditions of the Plan. The Debtors or the Reorganized Debtors, as applicable, and all Holders of Claims and Interests receiving distributions pursuant to the Plan and a(( other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.
C.      Payment of Statutory Fees.
All fees payable pursuant to section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid by each of the applicable Reorganized Debtors (or the Disbursing Agent on behalf of each of the applicable Reorganized Debtors) for each quarter (including any fraction thereof) until the applicable Chapter 11 Case of such Reorganized Debtors is converted, dismissed, or closed, whichever occurs first. All such fees due and payable prior to the Effective date shall be paid by the Debtors on the Effective Date. After the Effective Date, the Disbursing Agent or the applicable Reorganized Debtor shall pay any and all such fees when due and payable, and shall file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee, until the earliest of the date on which the applicable Chapter 11 Case of the Reorganized Debtors is converted, dismissed, or closed.
D.        Statutory Committee and Cessation af Fee and Expense Payment.
On the Effective Date, any statutory committee appointed in the Chapter 1l Cases (including the Committee) shall dissolve; provtded, however, that following the Effective Date the Committee shall continue in existence and have standing and a right to be heard for the following limited purposes (i) Claims and/or applications, and any relief related thereto, for compensation by professionals and requests for allowance of Administrative Claims for substantial contribution pursuant to section 503(bX3)(D) of the Bankruptcy Code; (ii) appeals of the Confirmation Order; and (iii) any pending litigation as to which the Committee is a party. Upon dissolution of the Committee, the members thereof and their respective officers, employees, counsel, advisors, and agents shall be released and discharged from all rights and duties from or related to the Chapter 1l Cases. The Reorganized Debtors shall no longer be responsible for paying any fees or expenses incurred by the members of or advisors to any statutory committees after the Effective Date, except for the limited purposes identified above.
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E.      Sub s tant  ial C ons umm ati on.
On the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and I127(b) of the Bankruptcy Code.
F.      Reservation of Rights.
Except EIs expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the Filing of the Plan, any statement or provision contained in the Plan, or the taking of any action by any Debtor or any Entity with respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor or any other Entity with respect to the Holders of Claims or Interests prior to the Effective Date.
G.        Successors and Assigns.
The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor, assign, affiliate, officer, director, manager, agent, representative, attorney, beneficiaries, or guardian, if any, of each Entity.
H.        Notices.
All notices, requests, and demands to be effective shall be in writing, and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered, addressed as follows:
: l.        if to the Debtors, to:
FirstEnerry Solutions Corp.
341 White Pond Drive Akron, Ohio 4$2A Attn; Rick C. Giannantonio, Esq.
Email : giannanr@firstenergycorp.com
                      -and-Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036 Attn: Ira S. Dizengoff Lisa G. Beckerman Brad M. Kahn Email : idizengoff@akingump. com ; lbeckerman@akingump. com; bkahn@akingump.com
                      -and-Akin Gump Strauss Hauer & Feld LLP Robert S. Strauss Building 1333 New Hampshire Avenue, NV/
lt0 18-50757-amk Doc              2529    FILED  04/18/19 ENTERED O4lt$[9 78i23'.25 Page 11*of 12L
 
Washington, DC 20036 Attn: Scott L. Alberino Kate Doorley E mai I : salberino@akingump. com ; kdoorley@akingump.com
: 2. if to the Consenting Creditors, to:
Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Attn: Amy Caton Joseph A. Shifer Email : acaton@kramerlevin.com;      j shifer@kramerlevin.com
            -and-Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Attn: George A. Davis Andrew M. Parlen E mai I : george. davi s@lw. com, andrew. parlen@lw. com
            -and-Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attn: Darren S. Klein Natasha Tsiouris Email : darren.klein@davispolk. com ; natasha.ts iouri s@davi spolk. com
            -and-Sidley Austin LLP 555 West Fifth Street, Suite 4000 Los Angeles, California 90013 Attn: Jennifer C. Hagle Anna Gumport Emai  I: j hagle @sidley.com; agumport@sidley. com
            -and-Seward & Kissel LLP One Battery Park Plara New York, New York 10004 Attn: Robert J. Gayda Gregg S. Bateman Email : gayda@swekis. com; bateman@sewkis. com llt 18-50757-amk Doc2529 FILEDO4/18/19 ENTEREDO4l78l79tgi23i25 Page116of 121              l:" )r
: 3.      if to the Committee, to:
Milbank LLP 55 Hudson Yards New York, New York 10001 Attn: Dennis Dunne Evan Fleck Parker Milender Emai I : ddunne@mi lbank. com, efl eck@mi lbank.com ; pmilender@milbank. com
: 4.      if to the FE Non-Debtor Parties, to:
FirstEnergy Corp.
76 S. Main Street Akron, OH 44308 Attn: Robert Reffner Emai [ : neffner@fi rstenergycorp. com
                    -and-JONES DAY 901 Lakeside Avenue Cleveland, OH 441 14-1190 Attn: Heather Lennox Thomas M. Wearsch T. Daniel Reynolds Email: hlennox@jonesday.com; twearsch@jonesday.com; tdreynolds@jonesday.com After the Effective Date, the Reorganized Debtors in their discretion, have authority to send a notice to Entities, which notice shall provide that in order to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the Reorganized Debtors and the Plan Administrator are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests.
I.      Term of Injunctions  or Stays.
Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. From and after the Effective Date, the stay shall remain in full force and effect with respect to any pending action or proceeding where the basis for the pending action or proceeding occurred prior to the Petition Date, the non-Debtor party or parties to the pending action or proceeding received notice of the Bar Date, and the non-Debtor party or parties failed to timely File a Proof of Claim, until such time as the applicable Debtor parfy or parties is dismissed from the pending action or proceeding. All injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms.
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J.      Entire Agreement, Except as otherwise indicated, and except with respect to the FE Settlement Agreement, the Plan supersedes    all  previous and contemporaneous negotiations, promises, covenants,            agreements, understandings, and representations on such subjects, all of which have become merged and integrated into the Plan.
K.      Exhibits.
All exhibits and documents included in the Plan Supplement are incorporated into and are a part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such exhibits and documents shall be available upon written request to the Debtors' counsel at the address above or by downloading such exhibits and documents from the Debtors' restructuring website at http://cases.primeclerk.com/FES or the Bankruptcy Court's website at www.ohnb.uscourts.gov.
L.      Nonseverability of Plan Provisions.
If before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, except with respect to any term contained in or related to the FE Settlement Agreement (which may not be altered or waived),
and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (i) valid and enforceable pursuant to its terms; (ii) integral to the Plan and may not be deleted or modified without the Debtors' or the Reorganized Debtors' consent, as applicable; and (iii) nonseverable and mutually dependent.
M.        Votes Solicited in Good Farth.
Upon entry of the Confirmation Order, the Debtors shall be deemed to have solicited votes on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section ll25(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates (including the FE Non-Debtor Parties), agents, representatives, members, principals, shareholders, officers, directors, managers, employees, advisors, and attomeys shall be deemed to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under the Plan and any previous plan, ffid, therefore, neither any of such parties or individuals or the Reorganized Debtors shall have any liability for the violation of any applicable law (including the Securities Act), rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any previous plan.
N.        Waiver or Estoppel.
Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in a certain priority, Secured, or not subordinated by virtue of an agreement made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or papers Filed before the Confirmation Date.
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: 18-50757-amk Doc2529 FILED 04/18/L9 ENTERED O4ltBltWaBiPgi2S Page LL8 of 121
 
O.      Conflicts Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement, the Plan Supplement, or any agreement or order (other than the Confirmation Order and the FE Settlement Order) referenced in the Plan (or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing), conflict with or are in any way inconsistent with any provision of the Plan or the FE Settlement Agreement, the Plan or the FE Settlement Order, as applicable, shall govern and control; provided, however, with respect to any conflict or inconsistency between the Plan and the Confirmation Order or the FE Settlement Order, the Confirmation Order or FE Settlement Order, as applicable shall govern.
[Remainder of the Page Intentionally Left Blank]
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April 18,2019 Respectfully subm itted, FIRSTENERGY SOLUTIONS CORP.
By Name: Kevin T. Warvell
 
==Title:==
ChiefFinancial Officer, Chief Risk Officer and Corporate Secretary F'IRSTENERGY NUCLEAR OPERATING COMPAI{Y By Name: Kevin T. Warvell
 
==Title:==
ChiefFinancial Officer, Chief Risk Officer and Corporate Secretary FIRSTENERGY GENERATION, LLC By:
Name: Kevin T. Warvell
 
==Title:==
ChiefFinancial Officer, ChiefRisk Officer and Corporate Secretary FIRSTENERGY MAI{SF'IELD UNIT 1 CORP.
By:
Name: Kevin T. Warvell
 
==Title:==
ChiefFinancial Officer, ChiefRisk Officer and Corporate Secretary NORTON ENERGYSTORAGE, LLC By: FirstEnergy Generation, LLC      s sole By:
: Kevin T. Warvell
 
==Title:==
ChiefFinancial Officer, Chief Risk Officer and Corporate Secretary L8-50757-amk Doc2529 FILED-O4/18/19 ENTERED O4lt$l79 t8:23:25 Page 720 ol          I2L a t'
 
FIRSTENERGY NUCLEAR GENERATION, LLC By:
Name: Kevin T. \I/arvell
 
==Title:==
Chief Financial Officer, Chief Risk Officer and Corporate Secretary F'IRSTENERGY AIRCRAFT LEASING CORP.
By Name: Kevin T. $/arvell
 
==Title:==
Chief Financial Oflicer, Chief Risk Offrcer and Corporate Secretary 1"8-50757-amk Doc2529 FlLED04/18/19 ENTEREDO4lTSll9tS,'23:25 Paget2Lott2T
 
Exhibit A Ilistributable Value Splits 116
: i. -; 18-50757-amk Doc 2529-L FILED 04/18/19 ENTERED        041781L9 18:23'.25 Page 1 of 2
 
Exhibit A - Ilistributable Value Splits Ilistributable Value Splits Distrihutable Class Value Splits General Unsecured Claims FES/FENOC Unsecured Claims        A5            1.4%
FES Single-Box Unsecured Claims      A6            7.2%
Mansfield TIA Claim    A7            1J%
FG Single-Box Unsecured Claims      B7            2.4%
Mansfield TIA Claim    B8            1.0%
NG Single-Box Unsecured Claims      C6 NG-FENOC Unsecured Claims against NG            C7            1.0%
FES-FENOC Unsecured Claims against FENOC            D3            1.6%
FENOC Single-Box Unsecured Claims        D4            4.4%
NG-FENOC Unsecured Claims against FENOC            D5            0.s%
FGMUC Single-Box Unsecured Claims          E4            0.1%
Mansfield TIA Claim    E5            0.6%
Total General Unsecured Claims                    17.9D/0 Bondholders Unsecured PCN / FES Note Claims Against FES          A3          20.3%
Mansfield Certificate Claims Against FES      A4            7.1%
Unsecured PCN/FES Note Claims Against FC          B5          12.0Yo Mansfield Certificate Claims Against FC      B6            3.7%
Unsecured PCN/FES Notes Claims Against NG          C4          26.8%
Mansfield Certificate Claims Against NG      C5            9.4%
Mansfield Certificate Claims Against FGMUC          E3            2.g06 Total Bondholders Claims                    g2,,lolo Total              I00.0%
18-50757-aink -,'Doc 2529-L FILED 04/1-8/1-9 ENTERED 04/18/19 18:23:25 Phge 2 ot 2
 
Exhibit B FE Settlement Agreement tt7 1-8-50757-amk Doc 2529-2 r FILED 04/1-8/19 ENTERED 04/18/19 18:23:25 Paqe 1- of g5 -lt
 
SETTLEMENT AG.REEMENT This Settlement Agreement (this "Agreement") is made as of August 26,2018, by and among: (l) the Debtors;r 1Z; ttre FE Non-Debtor Parties; (3) the Ad Hoc Noteholders Group; (4) the Bruce Mansfield Certificateholders Group; and (5) the Committee.
RECITALS WHEREAS, on the Petition Date, the Debtors commenced voluntary chapter I I cases under the Barrkruptcy Code in the Bankruptcy Court, where they have been consolidated for procedural purposes and are captioned In re FirstEnergT,, Solutions Corp., et al., Case No.
18-50757 (Bankr. N.D. Ohio) (the "Bankruptc), Cases");
WHEREAS, various allegations have been made regarding Causes of Action against the FE Non-Debtor Released Parties arising in connection with certain intercompany transactions and other matters relating to the conduct of the Debtors'prepetition and postpetition businesses or affairs with the FE Non-Debtor Released Parties; WHEREAS, in connection with the investigation of such Causes of Action by the Debtors and certain of the other Parties, on March 30,2018, certain of the Parties entered into the Standstill Agreement; WHEREAS, on May 7,2018, the Bankruptcy Court entered an order authorizing the Debtors to assume the Standstill Agreement; WHEREAS, on April 23,2018, FE Corp. announced that it had reached an agreement rn principle with the Ad Hoc Noteholders Group and the Bruce Mansfield Certificateholders Group to resolve claims and Causes of Action between and among the Debtors, on the one hand, and the FE Non-Debtor Parties, on the other hand ( the "Original Intercompany Settlement" );
WHEREAS, notwithstanding the Original Intercompany Settlement, pursuant to the terms and conditions of the Standstill Agreement, the Debtors and the Committee continued their investigation of the various Causes of Action against the FE, Non-Debtor Parties, including conducting document discovery and taking interviews from a number of persons employed by the Debtors and the FE Non-Debtor Parties; WHEREAS, the FE Non-Debtor Parties vigorously deny (i) that any of the alleged Causes of Action have any merit; (ii) any wrongdoing or liability with respect to any Causes                of Action that the Debtors, Ad Hoc Noteholders Group, the Bruce Mansfield Certificateholders Croup, the Committee, and/or any of the Debtors' creditors may or could assert against any of the FE Non-Debtor Released Parties; and (iii) that they have committed any violation of law or contract, breached any fiduciary duties, acted in bad faith, or acted improperly in any way; WHEREAS, the Parties believe it desirable to settle all outstanding disputes with respect to the claims and Causes of Action among the FE Non-Debtor Released Parties on the one hand 1 Capitalized tenns used herein shall have the meanings given to them in Section l.l of this Agreement, or, if undefined in Section l I of this Agreement, the Bankruptcy Code.
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and the Debtors, Ad Hoc Noteholders Group, the Bruce Mansfield Certificateholders Group, the Committee, and any and all of the Debtors' creditors on the other hand in order: (i) to avoid the substantial expense, burden and risk of protracted litigation; (ii) to fully and finally resolve any and all claims and Causes of Action against any of the FE Non-Debtor Released Parties that may or could be asserted with respect to the Causes of Action; (iii) to permit the Debtors to operate their businesses on a standalone basis and achieve certain restructuring goals; and (iv) that the Debtors may proceed to develop and confirm a plan of reorganization and emerge successfully from chapter I l; WHEREAS, as a result of the foregoing, the Parties acknowledge that: (i) the obligations being incurred by the FE Non-Debtor Pafties in settlement of claims and Causes of Action pursuant to this Agreement are substantial, essential, integral, and necessary to facilitate the Debtors' reorganization efforts, and will confer a material benefit on, and are in the best interests ol, the Debtors, their estates, and all of the Debtors' creditors and other stakeholders; and (ii) the benefits provided by the FE, Non-Debtor Parties hereunder are expressly not being paid or provided as any concession as to the validity of any Causes of Action against any of the FE, Non-Debtor Parties or the FE Non-Debtor Released Parties; WHEREAS, notwithstanding anything herein to the contrary, the Debtors have determined that the resolution of the Mansfield IT Claims set forth in the Mansfield Settlement is fair and reasonable and in the best interests of the Debtors' estates to the extent such resolution is incorporated into a broader restructuring agreement acceptable to the Debtors, including, without limitation, a chapter I I plan for the Debtors that is supported by the Debtors, the Bruce Mansfield Certificateholders Group, and the Ad Hoc Noteholders Group; WHEREAS, the Debtors have agreed that they shall engage in good faith negotiations with the Bruce Mansfield Certificateholders Group (i) with respect to the resolution of all issues relating to the Mansfield IT Claims and the Mansfield IT's interests Mansfield Unit I (other than the allowance of the Mansfield IT Claims), including without limitation, ilny issues related to operation of the Mansfield Plant and insurance proceeds from the January 2018 fire and (ii) concerning any FES Plans, and a related restructuring support agreement, that incorporate the treatment of the Mansfield IT Claims set forth in the Mansfield Settlement; WHEREAS, the Debtors and the FE Non-Debtor Parties shall use commercially reasonable efforts to provide certain non-privileged documents that have been identified as the "priority documents" relating to the Mansfield IT Claims to the Committee by August 26,2A18, to assist the Committee in evaluating the reasonableness of the Mansfield Settlement; provided, however, that nothing herein shall prejudice the rights of the Commiffee or any other party to the Mansfield Protocol to seek production of documents in addition to the priority documents relating to the Mansfield IT Claims, in each case in accordance with the terms of the Mansfield Protocol (to the extent that the Mansfield Protocol applies to such Claims);
WHEREAS, the Bruce Mansfield Certificateholders Group's support for the settlement set forth herein is subject to and conditioned upon the ultimate implementation of the Mansfield Settlement.
n
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NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby consent and agree as follows:
ARTICLE I DEFINITIONS Section 1.1 General. As used in this Agreement, the following capitalized terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
          "2001 Indenture" means that certain Indenture, dated November 15,2001, between FirstEnergy Corp. and The Bank of New York Mellon, as Trustee.
          "2018 Tax Payment" means an amount to be paid by FE Corp. to the Debtors pursuant to the terms of the Tax Allocation Agreement with respect to the 2018 tax year, with such anrount not to be less than the NOL Floor.
          "2018 Tax Setoff ' means the March 16, 2018 setoff by FE Corp. of certain amounts owed to certain Debtors pursuant to the Tax Allocation Agreement against the Money Pool Balance, in the amount of approximately $88 million.
          "Ad Hoc Noteholders Group" means the members of the ad hoc group consisting of the holders of the majority in aggregate amount of (a) the PCN Claims and (b) the FES Notes Claims, who are Signatories hereto.
          "Adjustment Amount" means, if there is a sale or deactivation of all or any portion of a nuclear or fossil plant, excluding the West Lorain Plant, prior to or on the Plan Effective Date, the amount, if any, of cash paid by the FE Non-Debtor Parties to, and received by, the Debtors, under the Tax Allocation Agreement to the extent such payment exceeds the amount that would have been paid to the Debtors under the Tax Allocation Agreement but for such sale or deactivation of all or any portion of the Debtors'nuclear or fossil plants, excluding the West Lorain Plant, prior to or on the Plan Effective Date, it being understood that no Adjustment Amount exists as of the date of this Agreement.
          "Admir.ristrative Claim" means a Claim for a cost or expense of administration in the Chapter 11 Cases that is entitled to priority or superpriority under section 364(c)(l), 503(b).
l 503(c), 507(a)(2), 507(b), or l l (e)(2) of the Bankruptcy Code, or the terms of this Agreement, including without limitation, Claims pursuant to section 503(b)(9) of the Bankruptcy Code for the value of goods received by the Debtors in the 20 days immediately prior to the Petition Date and sold to the Debtors in the ordinary course of the Debtors' business.
          "Adverse Ruling" means an order or ruling of the Bankruptcy Court which (i) denies, or has the effect of denying, approval of the Plan Releases set forth in Section 6.3 of this Agreement or (ii) renders it unlikely, in the reasonable judgment of the FE Non-Debtor Parties or the Debtors (in consultation with Committee and the Supporting Parties), that the Plan Releases set forth in Section 6.3 of this Agreement will be approved by the Bankruptcy Court.
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        "AE, Supply" means Allegheny Energy Supply Company LLC, an FE Non-Debtor Party.
        "AE, Supply/FES Note" means that certain Revolving Credit Note, dated June 29,2016,,
by and among FES, as borrower, and AE Supply, as lender, as amended.
        "Affiliate" meanso when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct the management and policies of such Person, through the ownership of voting securities or other interests.
        "Amended Separation Agreement" means the amendment of the Separation Agreement entered irrto between the Debtors, in consultation with the Supporting Parties and the Committee, and the FE Non-Debtor Parties on the Plan Effective Date.
        "Amended SSA" means one agreement that amends and restates both the FES Shared Services Agreement and the FENOC Shared Services Agreement.
        "Amended SSA Termination Date" means the earlier of (i) 30 days after receipt by the Debtors of a written notice of payment default under the Amended SSA if the Debtors have not cured such defaultbefore suchdate or(ii) June 30,2A20; provided, however,thatthe Debtors or Reorganized Debtors, as applicable, shall have the right to terminate the Amended SSA on 90 days'prior written notice to FESC.
        "ATSI" means American Transmission Systems, Inc.
        "Ballots" means the ballots for voting to accept or reject any FES Plan to be sent to those creditor classes entitled to vote on such an FES Plan.
        "Bankruptcy Code" means title I I of the United States Code, as applicable to the Bankruptcy Cases.
        "Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Ohio.
        "Bankruptcy Rules" means collectively, the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court' as now in efTect or hereafter amended.
        "BCIDA" means Beaver County Industrial Development Authority.
        "Beneficial Ownership" means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Creditor Claims or the right to acquire such Creditor Claims.
        "Bruce Mansfield Certificate Claims" means, collectively, Claims evidenced by, arising under or in connection with the Bruce Mansfield Certificates, the Bruce Mansfield Pass Through Trust Agreement or other agreements related thereto.
            "Bruce Mansfield Certificateholders Group" means the members of the ad lroc group consisting of the majority of holders of the Bruce Mansfield Certificate Claims who are Signatories hereto.
            "Bruce Mansfield Certificates" means those certain 6.85% pass through certificates issued under the Bruce Mansfield Pass Through Trust Agreement.
            "Bruce Mansfield Pass Through Trust Agreement" means that certain Pass Through Trust Agreement, dated as of June 26,2007, among FG, FES and the Mansfield IT (not in its individual capacity, but solely as Pass Through Trustee for the Bruce Mansfield Unit 120A7 Pass Through Trust), as the same has been or may be subsequently modified, amended, supplemented, or otherwise revised from time to time, and together with all instruments, documents, and agroements related thereto.
            "Business Separation Committee" means a committee comprised of three representatives of the Debtors and three representatives of the FE Non-Debtor Parties, which, for the avoidance of doubt, may include advisors to the applicable Parties.
            "Cause of Action" means, without limitation, Bhy and all actions, proceedings, causes of action, controversies, liabilities, obligations, rights, rights of set-off, recoupment rights, suits, damages, judgments, accounts, defenses, offsets, claims (includirrg, but not limited to, claims arising under theories of substantive consolidation, alter-ego and piercing the corporate veil and claims under chapter 5 of the Bankruptcy Code as well as any claims or rights created pursuant to sections 301 and 541 of the Bankruptcy Code upon the commencement of the Bankruptcy Cases), counterclaims, cross-claims, affirmative defenses, and demands of any kind or character whatsoever, whether known or unknown, asserted or unasserted, reduced to judgment or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable directly or derivatively, existing or arising prior to the Settlement Effective Date (in the case of the Party Releases) or the Plan Effective Date (in the case of any releases granted under an FES Plan), in contract or in tort, in law, in equity, or otherwise in any court, tribunal, forum or proceeding, under any local, state, federal, foreign, statutory, regulatory, or other law or rule, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Bankruptcy Cases, including through the Settlement Effective Date (in the case of the Party Releases) or the PIan Effective Date (in the case of any releases granted under an FES Plan).
            "Certain Employee Related Obligations" means the employee related obligations described in Section2.2{a) of this Agreement.
            "Class A Fundamental Default" means the FE Non-Debtor Parties': (a) failure to pay the Settlement Cash when due pursuant to Section2.l of this Agreement; (b) failure to issue the New FE, Notes when due or to make the Upfront Payment when due pursuant to the terms and conditions set forth in Section2.4 ofthis Agreement; or (c) taking of the Worthless Stock Deduction in violation of Section 2.3(a)(iii) of this Agreement.
            "Class B Fundamental Default" means the FE Non-Debtor Parties': (a) failure to make any quarterly payment under the Tax Allocatiorr Agreement, calculated consistent with historical ffi                tfurfr?P/;?l,    ffi,                                                      Ftsrun6ltrffi
 
practices pursuant to the Tax Allocation Agreement, including any payment related to the reversal of the 2018 Tax Setoff, or any payment related to the filing of the federal tax return for the tax year 2018 under the Tax Allocation Agreement when obligated for the tax year 2018, and any future tax year, if any, during which a Debtor (or its income and losses) is included on the FE Consolidated Tax Group tax return; (b) failure to substantially perform under the Amended SSA; (c) failure to transfer the rights, title, and interests in the Pleasants Power Plant and related assets to the Debtors' estates due to the FE Non-Debtor Parties' breach of the Pleasants Purchase Agreement, as described in Section 3.1 of this Agreement (including the transfer of the beneficial ownership of the Pleasants Power Plant on the Pleasants Transfer Date through a lease, cost-based power purchase agreement, or other mutually agreed upon arrangement); or (d) the failure to nrake any payment pursuant to Section 2.2{a) of this Agreement related to the Certain Employee Related Obligations, which failure is in the aggregate amount of $10 million or more.
          "Claim" has the meaning given to it in section I0l(5) of the Bankruptcy Code.
          "COBRA" means Section 49808 of the Internal Revenue Code of 1986 and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974.
          "COBRA Costs" means any costs (other than any indirect costs relating to Human Resources management services pursuant to the Amended SSA) bome by the FE Non-Debtor Parties for compliance with COBRA under any group health plan of the FE, Non-Debtor Parties related to a Debtors' Current Employee or a Debtors' Former Employee or a dependent of either such person.
          "Committee" rneans the Official Committee of Unsecured Creditors appointed in the Bankruptcy Cases on April 11, 2018, as it may be constituted from time to time.
          "Condition Failure Scenario" means the failure to satisfl, the conditions set forth in Sections 10.2(b) through (e) of this Agreement.
          "Confirmation Order" means an order of the Bankruptcy Court confirming one or more of the FES Plans.
          "Creditor Claims" means, collectively, the: (a) Bruce Mansfield Certificate Claims; (b)
FES Notes Claims; and (c) PCN Claims.
          "Cufe Notice" means the written notice of a breaching Party's proposed cure to any alleged default listed in a Default Notice, delivered pursuant to the Dispute Resolution Procedures.
          "Cure Period" means, other than in respect to a Fundamental Default, 30 days.
          "Debtors" means, collectively, FES, each of its direct and indirect debtor subsidiaries and FENOC.
            "Debtors' Current Employees" means, collectively, any employee that is assigned to a Debtor company code in the SAP System of Record as of the Plan Effective Date. For the avoidance of doubt, no employee that is assigned to an FE Non-Debtor Party's company code in
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the SAP System of Record as of the Plan Effective Date shall be considered a Debtors'Current Employee.
          "Debtors'Former Employees" means, collectively, any former ernployee that was assigned to a Debtor company code in the SAP System of Record prior to but not as of the Plan Effective Date, ptovidgd, however, that a person shall not be considered a Debtors' Former Employee if, as of the Plan Effective Date, he or she is assigned to a Debtor or FE, Non-Debtor company code in the SAP System of Record, and, provided, further, however, that a person shall only be a Debtors' Former Employee if prior to the Plan Effective Date his or her last assignment of company code in the SAP System of Record was with a Debtor.
          "Debtors'Retirees" means, collectively, any of the Debtors'Former Employees who, as of the Settlement Effective Date, has terminated employment from a Debtor after satisfying the age and service requirements for retirement under the applicable employee benefit plan.
          "Default Notice" means the written notice of alleged default, including a Fundamental Default, delivered to a Party alleged to be in default of this Agreement pursuant to the Dispute Resolution Procedures.
C            on Claims " means claims related to the participation of the Debtors' Current Employees and Debtors' Former Employees in the Deferred Compensation Plans.
          "Defemed Compensation Plans" means, collectively, the: (a) FirstEnergy Corp.
Amended and Restated Executive Deferred Compensation Plan, effective as of November 1, 2015 (including with respect to the supplemental pension benefit set forth therein, i.e., the non-qualified pension benefit); (b) FirstEnergy Corp. Supplemental Executive Retirement Plan, amended and restated as of January I , 2005 and further amended December 3 1,2010, as amended by Amendment No. I effective as of January 1,2012; and (c) FirstEnergy Corp. Cash Balance Restoration Plan, effective as of January 1,2014.
          "Disclosure Statement" means a disclosure statement to be filed with the Bankruptcy Court in connection with one or more of the FES Plans, as such may be amended from time to time.
          "Disclosure Statement            means an order of the Bankruptcy Court approving one or more Disclosure Statements and the various procedures in connection with solicitation of votes with respect to one or more of the FES Plans.
          "DiEpute Resolution Procedures" mean the procedures set forth in Article    XII of this Agreement.
          "Distributed New FE, Notes" means any New FE Notes that are to be distributed directly or indirectly to creditors of the Debtors pursuant to the FES Plans.
          "DTC" means The Depository Trust Company.
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          "Eastlake Facility" means that certain closed facility located at 10 Erie Rd, Eastlake, OH 44095.
          "Effluent Limit Guidelines" means the national regulatory standards for wastewater discharged to surface waters and municipal sewage treatment plants issued by the United States Environmental Protection Agency.
          "Employee Related Claims" means all Claims against the Debtors or the Reorganized Debtors with respect to the Certain Employee Related Obligations, the VERO (to the extent such Claims are to be borne by FE Corp.as provided in Section 2.2(b) of this Agreement), the Pension Bridge, the Health Care Runoff Costs, the COBRA Costs, the Welfare and Benefits Plan Administration Costs, and the Miscellaneous Employee Benefits Programs Costs.
          "Execution" means the point in time at which this Agreement has been duly executed by one of the Signatories.
          "Existing FE Notes" means FE, Corp.'s 2.857o senior notes Series A, due 2022, of which
  $500,000,000 aggregate principal amount is issued and outstanding as of the date hereof.
          "FE Aircraft" means FE Aircraft Leasing Corp., a Debtor.
          "FE Consolidated Ta;f Group" means, until the tax year immediately following the Plan Effective Date, the FE Non-Debtor Parties and the Debtors, collectively.
          "FE Corp." means FirstEnergy Corp., an FE Non-Debtor Party and the ultimate parent      of each of the Debtors.
          "FE Non-Debtor Parties" means, collectively, the Debtors' non-Debtor Affiliates, including FE Corp.
          "FE Non-Debtor Released Parties" means, collectively, the FE Non-Debtor Parties and each of their respective current and former officers, directors, members, shareholders, enrployees, advisors, attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives (including their respective officers, directors, employees, members and professionals), each solely in their capacity as such.
          "FE/FES Revolver" means that certain $700 million Credit Agreement, dated December 6,2016, by and among FE Corp. as lender, FES as borrower, and FG and NG as guarantors, as the same has been or may be subsequently modified, amended, supplemented, or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto.
          "FENOC" means FirstEnergy Nuclear Operating Company, a Debtor "FENOC Shared Services Agreement" means that certain Service Agreement, dated June l, 2003, by and among FESC, FENOC and GPU Nuclear, Inc. as the same has been or may be subsequently modified, amended, supplemented, or otherwise revised from time to time, and together with all instruments, documents, and agreements related thereto.
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          "FES" means FirstEnergy Solutions Corp., a Debtor.
          "FES Notes" means, collectively, those certain: (a) 6.05% senior notes; and (b) 6.80%
senior notes issued under the FES Notes Indenture.
          "FES Notes Claims" means, collectively, any Claims evidenced by, arising under, or in connection with the FES Notes Indenture, the FES Notes, or other agreements related thereto.
          "FES Notes Indenture" means that certain Indenture, dated as of August 1, 2009, and the First Supplemental Indenture thereto, dated as of August 7,2009, between FES and the FES Notes IT, as the same has been or may be subsequently modified, amended, supplemented, or otherwise revised from time to time, and together with all instruments, documents, and agreements related thereto.
          "FE,S Notes IT" means The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the FES Notes Indenture.
          "FES Plan" means any plan or joint chapter I I plan of reorganization, or any plan or joint chapter I I liquidating plan, for any Debtor or group of Debtors, filed in the Bankruptcy Cases in a form acceptable to each of the Parties, each in their own discretion, and consistent in all respects with the terms of this Agreement. For the avoidance of doubt, nothing in this Agreement precludes the Debtors from filing a single joint chapter I I plan of reorganization or a joint chapter 1l liquidating plan.
          "FES Plan Documents" means, collectively, any Disclosure Statement, any FES Plans, the Ballots, any Disclosure Statement Order, any Confirmation Orders and related notices, and any and all other materials provided to creditors, equity security holders or other parties in interest, or filed with the Bankruptcy Court, in the Bankruptcy Cases in connection with the confirmation of one or more FES Plans.
          "FES Shared Services Agreement" means that certain Service Agreement, dated April 25, 201 I , by and among FESC, FES, FG on behalf of itself and its subsidiaries, and NG, as the same has been or may be subsequently modified, arnended, supplemented, or otherwise revised from tirne to tirne, and together with all instruments, documents, and agreements related thereto.
          "FES Tax Overpayment" means any overpayment that may have been made to certain          of the Debtors by FE Corp. pursuant to the Tax Allocation Agreement for the tax year 2017.
          "FESC" means FirstEnergy Service Company, an FE Non-Debtor Party.
rrFGrr means FirstEnergy Generation,  LLC, a Debtor.
          "FG Mortgage" means that certain Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19,2008, as amended and supplemented, by and between FG and UMB Bank, National Association, as successor trustee, under which FG's FMBs are issued and outstanding, including but rrot limited to $250 million of FMBs supporting the FE/FES Revolver.
        "Final Order" means an order or judgment of the relevant court of competent jurisdiction as entered on the docket in the relevant cases that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been timely filed has been resolved by the highest court to which the order or judgment was appealed from or from which certiorari was sought; provided, that the possibility that a motion under section 502fi) of the Bankruptcy Code or Bankruptcy Rule 9024, may be (but has not been) filed relating to such order or judgment shall not prevent such order or judgement from being a Final Order.
rrFI\4Brr means a first mortgage bond.
        "Functional Groups" shall be defined and identified in the Amended SSA and shall include mutually agreed upon groupings of services (e.g., Treasury, Tax, Recruiting, Mobile Maintenance) which may include both direct and indirect billing functions.
        "Fundamental Default" means either a Class      A Fundamental Default or a Class B Fundamental Default.
          "Governmental Entity" means any nation or government, any state, municipality, or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau, or court, whether domestic, foreign, or multinational, exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government and any official thereof.
        "Health Care Plans" means the medical and prescription drug benefits provided under the FirstEnergy Corp. Health Care Plan, FirstEnergy Prescription Drug Plan, and any similar plans sponsored by FE Corp.
        "Health Care Runoff Costs" means any amounts for incurred but not reported claims or other costs related to participation in the Health Care Plans by a Debtors' Current Employee or a Debtors' Former Employee or a dependent of either such person incurred up to and including the date that the Debtors cease participation in the Health Care Plans.
        "Hollow Rock" means that certain residual waste landfill plant located in Stratton, Ohio that services the W.H. Sammis Facility.
        "lntercompany Protocol" means that certain Intercompany Protocol attached as Exhibit A to the Standstill Agreement.
        "July 2018 Letter Agreement" means that certain letter agreement, dated July 12, 2018, by and among FESC, FE Corp., and FES regarding the sale of the Retail Book Assets.
        "Limited Retiree Medical Claims" means claims for Retiree Medical Subsidies payable on behalf of the Debtors'Retirees under the Health Care Plans.
        "Limited Union Medical Claims" means claims for any retiree medical or prescription drug benefits or premium subsidies payable on behalf of (a) the Debtors' Retirees under the collective bargaining agreements as in effect as of the Settlement Effective Date: (i) between FENOC and the International Brotherhood of Electric Workers, Local Union 29; or (ii) among Cleveland Electric Illuminating Company, FESC, FENOC, FG, and Utility Workers Union of America, AFL-CIO, Local Union 270 and (b) for clarity, solely with respect to the collective bargaining agreement as in effect as of the Settlement Effective Date between FENOC and the International Brotherhood of Electric Workers, Local Union 29,the eleven additional retirees who the Debtors believe are eligible for such benefits as ofAugust 26,2018, but, as of such date, have not made the election to receive such benefits under the applicable union plan, in the event that in the future such Debtors'Former Employees make the election to receive such benefits.
        "LTIl"  means that certain Long-Term Incentive Program administered by FE Corp.,
solely for the restricted stock unit awards granted in March 2016 that vest in March 2019.
        "LTIP Claims" means Claims related to the participation of the Debtors'Current Enrployees and the Debtors'Former Employees in the LTIP.
        "Mansfield Adversary Proceeding" means an adversary proceeding subject to the terms of the PSA and the Mansfield Protocol, regarding the amount and nature of allowed prepetition C1aims of any party to the Mansfield Protocol concerning the Mansfield Facility Agreements or arising out of the rejection of the Mansfield Facility Agreements and any security or other interests connected therewith.
        "Mansfield Facility Agreements" means those certain Facility Leases with Mansfield 2007 Trusts A-F relating to an undivided interest in 93.825% of Unit I of the Mansfield Plant.
        "Mansfield IT" means Wilmington Savings Fund Society, FSB (not in its individual capacity, but solely as Pass Through Trustee for the Bruce Mansfield Unit I 20A7 Pass Through Trust and Lease Indenture Trustee in connection with the Mansfield Facility Agreements).
        "Mansfield IT Claims" means any and all Claims that may or could be asserted by the Mansfield IT related to the Mansfield Plant.
        "Mansfield Plant" means that certain 2,,490 megawatt coal power plant located in Shippingport, Pennsylvania "Mansfield Protocol" means that certain Joint Stipulation Concerning Rejection of Rejected Operative Documents, Schedule and Protocol for Determination of Claims of Mansfield Parties, and Other Matters Related to Bruce Mansfield Unit I attached as Exhibit C to the PSA as amended, nrodified, and/or supplernented from time to time.
        "Mansfield Settlement" means that certain settlement agreement, by and among the Bruce Mansfield Certificateholders Group and the Ad Hoc Noteholders Group, a copy of which is attached hereto as Exhibit A.
        "Mansfield Unit 1" means unit I at the Mansfield Plant.
        "McE,lfoy's Run Impoundment" means that certain coal ash disposal site associated with the Pleasants Power Plant, located near Willow Island, West Virginia
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          "Miscellaneous Emploliee Benefit Prpgrams" means the following FE Corp. programs:
(i) the Adoption Assistance Program; (ii) the FirstEnergy Employee Educational Assistance Plan; (iii) the Healthy Living Wellness Program; and (iv) the Work/Life Employee Assistance Program.
          "Miscellaneous Employee Benefits Programs Costs" means costs (other than any indirect costs relating to Human Resources management services pursuant to the Amended SSA) relating to a Miscellaneous Employee Benefit Program from and after the date that the Debtors cease to participate in any such program with respect to the Debtors' Current Employees or the Debtors' Former Employees, including any then unpaid amounts relating to the period up to and including the date that the Debtors ceased participation in the applicable Miscellaneous Employee Benefits Program.
          "Monelz Pool Balance" means the Debtors' liability as of the Petition Date, as adjusted by the transactions contemplated by Section 2.3 of this Agreement, under the Non-Utility Money Pool Agreement.
          "New FE Notes" means the senior notes due on the New FE Notes Maturity Date to be issued by FE Corp. on the Plan Effective Date.
          "New FE Notes Maturity Date" means December 31, 2022.
          "\lq"  means FirstEnergy Nuclear Generation, LLC, a Debtor.
          "NOL" means net operating loss as computed under principals of federal income tax laws and regulations and not generally accepted accounting principals.
          "NOL Floor" means a cash payment of $66 million under the Tax Allocation Agreement for tax year 2018.
          "Non-Distributed New FE Notes" means any New FE, Notes that are not to be distributed to creditors of the Debtors pursuant to the FES Plans, provided that, for the avoidance of doubt, (i) such New FE Notes may be distributed to the Debtors pursuant to the FES Plans and (ii) Non-Distributed New FE, Notes do not include any New FE Notes that are ultimately distributed in a transaction or transactions that are exempt from the registration requirements of section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code.
          "Non-Utility Monelr Pool Agreement" means that certain Fifth Amended and Restated Non-Utility Money Pool Agreement, dated as of December 19, 2013 as the same has been or may be subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents, and agreements related thereto.
          "North Park Facilit)r" means that certain coal ash impoundment that serves, among others, the Eastlake Facility.
          "North Park Permit" means that certain water permit necessary to operate the North Park Facility.
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            "N@"      means Norton Energy Storage L.L.C., a Debtor.
            "Notice of Reduction" means a written notice delivered by the Debtors to FESC, pursuant to Section 2.5(c) of this Agreement, informing FESC of the Debtors'decision to reduce the levels of services provided for under the Amended SSA.
I'OE'' means Ohio Edison Company,          FE Non-Debtor Party.
arrr "OAQDA" means the Ohio Air Quality Development Authority.
            "OWDA" means Ohio Water Development Authority.
            "Party" or "Parties" means the Signatories to this Agreement.
            "Party Releases" means the releases provided to the FE Non-Debtor Parties pursuant to Section 6.1 of this Agreement.
            "PCNs" tneans, collectively, the following series of notes supporting the pollution control revenue bonds that were issued under the PCN Loan Agreements: (a) the 2.7% pollution control notes due April 1,2035 issued by NG; (b) the 5.625% pollution control notes due June 1,2018 issued by FG; (c) the 3.125% pollution control notes due July 1,2033 issued by NG; (d) the 3.125% pollution control notes due January 1,2034 issued by NG; (e) the 3.75% pollution control notes due December 1,2023 issued by FG; (f) the 2.55% pollution control notes due November 1,2041 issued by FG; (g) the 3.lAYo pollution control notes due March I, 2023 issued by FG; (h) the 3.0% pollution control notes due May 15,2019 issued by FG; (i) the 4.0%
pollution control notes due June 1,2033 issued by NG; (i) the 4.0% pollution control notes due December 1,2033 issued by NG; (k) the 3.625% pollution control notes due October 1,2033 issued by NG; (l) the 3.625% pollution control notes due October I ,2033 issued by NG; (m) the 3.95% pollution control notes due November 7,2032 issued by NG; (n) the 3.95% pollution control notes due November 1,2032 issued by NG; (o) the 3.75% pollution control notes due June l, 2033 issued by NG; (p) the 3.625% pollution control notes due December 1,2033 issued by NG; (q) the 3.5% pollution control notes due December 1,2035 issued by NG; (r) the 3.50%
pollution control notes due April1,2041 issued by FG; (s) the 3.75% pollution control notes due July 1,2033 issued by NG; (t) the 3.75% pollution control notes due December 1,2040 issued by FG; (u) the 5.7% pollution control notes due August I ,2020 issued by FG; (v) the 4.25%
pollution control notes due October I ,2047 issued by FG; (w) the 4SYo pollution control notes due June 1,2028 issued by FG; (x) the 4.5% pollution control notes due 6/l/28 issued by FG; (y) the 4.0% pollution control notes due January 1,2034 issued by NG; (z) the 4.0% pollution control notes due January I ,2035 issued by NG; (aa) the 4,25% pollution control notes due August 1,2029 issued by FG; (bb) the 4.375% pollution control notes due June 7,2033 ($S+.e million in principal) issued by NC; (cc) the 4.375% pollution control notes due June 1,2033
($02.S million in principal) issued by NG; (dd) the 4.37S%pollution control notes due June l, 2033 ($ I 07.5 million in principal) issued by NG; and (ee) the 4.375% pollution control notes due January 1, 2035 issued by NG.
            "PCN Claims" means, collectively, any Claims evidenced by, arising under or in connection with the PCN Loan Agreements, the PCNs or other agreements related thereto.
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          "PCN Loan Agreements" mean, collectively, as they may have been subsequently amended, those certain: (a) Air Quality Facilities Loan Agreement, dated as of December l, 2006, between the OAQDA and FG, relating to fi234.5 million of PCNs due 2023; (b) Exempt Facilities Loan Agreement, dated as of November 1, 2006, between PEDFA and FG, relating to
$26 million of PCNs due 2041;(c) Exempt Facilities Loan Agreement, dated as of December l, 2005, between PEDFA and FG, relating to $43 million of PCNs due 2040; (d) Exempt Facilities Loan Agreement, dated as of July I ,2002, as amended, between PEDFA and FG, relating to $15 million of PCNs due 2028 and certain related FMBs issued and outstanding under the FG Mortgage; (e) Pollution Control Facilities Loan Agreement, dated as of November 1,2008, as amended, between the BCIDA and FG, relating to $25 million of PCNs due 2028 and certain related FMBs issued and outstanding under the FG Mortgage; (0 Waste Water Facilities Loan Agreement, dated as of April 1,2006, between the OWDA and FG, relatingto $90.1 million of PCNs due 2019; (g) Pollution Control Facilities Loan Agreement, dated as of September l, 2008, between BCIDA and FG, relatingto $46.3 million of PCNs due2047 and certain related FMBs issued and outstanding under the FG Mortgage; (h) Pollution Control Facilities Loan Agreement, dated as of April 1,2006 between BCIDA and FC, relatingto $56.6 million of PCNs due 2041; (i) Air Quality Facilities Loan Agreement, dated as of August 1,2009, between OAQDA and FG, relating to fi177 million of PCNs due 2020; fi) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as ofNovember 15,2010, between OWDA and NG, relating to
$54.6 million of PCNs due 2033; (k) Air Quality Facilities Loan Agreement, dated as of June l, 2009, between OAQDA and FG, relating to $100 rnillion of PCNs due 2029 and certain related FMBs issued and outstanding under the FC Mortgage; (l) Air Quality Facilities Loan Agreement dated as of June 1,2009, between OAQDA and FG, relatingto $141.3 rnillion of PCNs due 2018 and certain related FMBs issued and outstanding under the FG Mortgage; (m) Pollution Control Facilities Loan Agreement, dated as of December 1, 2005, between BCIDA and NG, relating to fi72.7 million of PCNs due 2035; (n) Air Quality Facilities Loan Agreement, dated as of December 1,2005, between OAQDA andNG, relating to $7.2 million of PCNs due 2034; (o)
Air Quality Facilities Loan Agreement, dated as of November 1,2008, between OAQDA and NG, relating to $23 million of PCNs due 2032; (p) Air Quality Facilities Loan Agreement, dated as of September 15,2010, between OAQDA and NG, relating to $8 million of PCNs due 2033; (q) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of December l, 2A05, between OWDA andNG, relating to $82.8 million of PCNs due 2034; (r) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of November 1,2008, between OWDA and NG, relating to $33 million of PCNs due 2032; (s) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of September 15,2010, between OWDA and NG, relating to $99.1 million of PCNs due 2033; (t) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of June 1,2009, between OWDA and NG, relating to $107.5 million of PCNs due 2033 and certain related FMBs issued and outstanding under the NG Mortgage (as defined below); (u) Pollution Control Facilities Loan Agreement, dated as of December l, 2006, between BCIDA and NC, relating to $164 million of PCNs due 2035; (v) Pollution Control Facilities Loan Agreement, dated as of June 1,2008, between OAQDA and FG, relating to $50 million of PCNs due2023; (w) Air Quality Facilities Loan Agreement, dated as of April 1,2009, between OAQDA and NG, relating to $62.5 million of PCNs due 2033; (x) Pollution Control Facilities Loan Agreement, dated as of April l, 2006, between BCIDA and NG, relating to $60 million of PCNs due 2035; (y) Pollution Control Facilities Loan Agreement, dated as of June I ,
2008. between BCIDA and NG, relating to $98.9 million of PCNs due 2035; (z) Air Quality Facilities Loan Agreement, dated as of September l, 2008, between OAQDA and NG, relating to
      $9.1 million of PCNs due 2033; {aa) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated September l, 2008, between OWDA and NG, relating to $20.45 million of PCNs due 2033; (bb) Air Quality Facilities Loan Agreement, dated as of December 1,2006, between OAQDA and NG, relating to $15.5 million of PCNs due 2033; (cc) Air Quality Facilities Loan Agreement, dated as of November 15,2010, between OAQDA and NG, relating to $26 million of PCNs due 2033; (dd) Waste Water Facilities and Solid Waste Facilities Loan Agreement, dated as of November 15, 2010, between OWDA and NG relating to $46.5 million of PCNs due 2033; and (ee) Waste Water Facilities and Solid Waste Facilities Loan Agreement, between OWDA and NG, relating to $135.55 million of PCNs due 2033.
                "PEDFA" means the Pennsylvania Economic Development Financing Authority.
                "Pension Bridse" means the terms of section 86.5 of the Pension Plan as in effect on the Settlement Effective Date, and as may be amended in the future as contemplated by Section 2.2 of this Agreement, under which an eligible participant who (i) is at least age 50, but not yet age 55, and is credited with at least l0 years of service, at the time of termination of employment, (ii) is terminated because the assets in his or her business unit are sold on or before December 31, 2020 after giving effect to the amendment contemplated by Section2.2{c) of this Agreement, and (iii) remains employed by the buyer until the participant reaches age 55 or has an earlier qualifying termination of employment, will be eligible to elect to receive early retirement benefits under the Pension Plan as if the participant had remained employed by a participating employer under the Pension Plan until reaching age 55.
                "Pension Plan" means the tax-qualified FirstEnergy Corp. Master Pension Plan.
                "Pension Plan Claims" means claims arising from or related to the Pension Plan.
                "Permitted.fransfer" means a Transfer that meets one of the following requirements:
(a) the intended transferee is another Supporting Party; or (ii) the Transfer is accompanied by the execution of a Transfer Agreement prior to, or concurrently with, the closing of such Transfer and the transferor provides the fully executed Transfer Agreement to counsel to each Party prior to or concurrently with the closing of such Transfer.
                "Permitted Transferee" means a Person who may be the transferee in a Permitted Transfer.
                "Person" means any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.
                "Petition Date" means March 31,2018.
                "Plan Effective Date" means, for the pu{poses of this Agreement, the earliest date on which (i) an FES Plan for each Debtor has become effective in accordance with its terms and (ii) all of the conditions to effectiveness set forth in Section I0.2 of this Agreement have been satisfied or waived in writing by the applicable Parties in accordance with Section 10.3 of this Agreement. If an FES Plan for at least one, but not all, of the Debtors has become effective in 1- ffi                  D Eo A S-EX4- 1 F EIE E tDOE/86#L  B  E E m EE E E tD4E/AftlrEL &trrugB5".P EgS d. A &ffi 5
 
accordance with its own terms, the FE Non-Debtor Parties may, in their sole discretion, declare that, solely for the purposes of this Agreement, the Plan Effective Date has occurred.
            "Plan Effective Da,te -Notice" means the written notice of the proposed PIan Effective Date that must be delivered in writing by the Debtors to the FE Non-Debtor Parties in accordance with the provisions of Section 2.4 of this Agreement.
            "Plan Effective Date Insufficiency Notice" means written notice by the FE Non-Debtor Parties to the other Parties of their belief that any condition of Section 10.2 of this Agreement will not be met by the proposed Plan Effective Date listed in the Plan Effective Date Notice.
            "Pleasants Closing Date" means the date on which the Pleasants Power Plant is transferred to the Pleasants Purchaser following the satisfaction of the applicable conditions (or waiver by the party entitled to waive such conditions) to the transfer of ownership of the Pleasants Power Plant to the Pleasants Purchaser set forth in the Pleasants Purchase Agreement.
            "Pleasants Outage" means the scheduled November 201 I outage for the Pleasants Power Plant, which outage shall be performed in accordance with merchant generator practice and consistent with past practice.
            "Pleasants Power Plant" means the 1,300 megawatt power plant located in Willow Island, West Virginia and currently owned by AE Supply.
            "Pleasants Purchase Agreement" means that certain Asset Purchase Agreement, to be executed prior to the Plan Effective Date, among AE Supply, as seller, and the Pleasants Purchaser, as buyer for the Pleasants Power Plant, which agreement shall otherwise be reasonably acceptable to the Parties.
            "Pleasants Purchaser" means the entity designated by the Debtors to be the buyer under the Pleasants Purchase Agreement. The Pleasants Purchaser shall either be a: (a) Debtor; (b)
Reorganized Debtor; (c) newly created special purpose entity, 100% of the equity of which shall be owned by one or more of the Debtors or the Reorganized Debtors or (d) a third-party purchaser designated by the Debtors, with the consent of the Committee and the Supporting Parties, such consent not to be unreasonably withheld.
            "Pleasants Transfer Date" means January 1,2019, or an earlier date as may be agreed to between the Debtors and AE Supply in the Pleasants Purchase Agreement, subject to approval by any required state or federal governmental entity.
            "PSA" means that certain Process Support Agreement, by and among the Debtors and certain creditor and stakeholder parties signatory thereto, dated as of March 30, 2018 (including all exhibits and schedules attached thereto), as the same has been or may be subsequently modified, amended, or supplemented from time to time.
            "Oualified Marketmaker" means a Person that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Claims of the Debtors (or enter with customers into long and short positions in Claims against the Debtors), in its capacity as a dealer or market maker in
                                                      ]-ttS$ffiEfrmhk DEoA1?9.4,L HEIEEtDOE/Aftl,rtl-B EEmEEEEtDOE/8/tlEt&E2fI;frA5 PfrBd.ZSh$s
 
Claims against the Debtors and (b) is, in fact, regularly in the business of making a market in Claims against issuers or borrowers (including debt securities or other debt).
            "Rail Claim Settlement" means that certain Settlement Agreement, dated May 7,201 7, by and among FE Corp., FG, BNSF Railway Company and CSX Transportation Inc, "Registration Default" means the failure of FE Corp. to satisfy at least one of the fo llowing requirements :
(a)    complete the initial distribution of all of the Distributed New FE Notes on the Plan Effective Date in a transaction or transactions that are exempt from the registration requirements of section 5 of the Securities Act pursuant to section 1 145 of the Bankruptcy Code in accordance with Section 2.a(e)(ii)(A), pursuant to a valid Registration Statement in accordance with Section 2.a(e)(ii)(B) or pursuant to a valid resale shelf Registration Statement in accordance with Section 2.a(eXiiXC);
(b) (l) file a resale shelf Registration Statement in accordance with Section 2.a(e)(ii)(C) and keep such resale shelf Registration Statement continuously effective, supplemented and amerrded in accordance with Section z.a(e)(iii), and (2) comply with all of its obligations under Section 2.4(f); or (c)    (1) complete an A/B exchange in accordance with Section 2.a(e)(ii)(D),
and (2) comply with all of its obligations under Section 2.4(t).
            "Reflistration Statement" means a registration statement of FE Corp., filed with the SEC pursuant to the Securities Act.
            "Reorganized Debtorj;" means the Debtors on and after the Plan Effective Date.
            "Requisite Certificateholders" means the holders of a majority of the Bruce Mansfield Certificate Claims.
            "Requisite Noteholders" means, collectively, the holders of the majority in aggregate amount of (a) the PCN Claims and (b) the FES Notes Claims.
            ,'@''meanStheassetsbeingsoldpursuantlheMotionofDebtors Pursuant to 11 U.,S.C.$$ 105, 363, 364,365, and 503 and Fed R. Banlv. P.2002,6004, and 6006for Entry of (D Order Approving (4 Bid Procedures, (B) Proceduresfor Assumption and Assignment of Certain Executory Contracts and Relaled Notices, (C) Notice of Auction and Sale Hearing, and (D) Related Relief and (II) Order (A) Approving the Sale of the Debtors' Retail Power Sales Assets Free and Clear of Liens, Claims, Encumbrances and other Interest, (B)
Approving Assumption and Assignment of Certain Executory Contracts, and (C) Granting Related Relief, filed on the docket of the Bankruptcy Cases at Docket No. 908.
            "Retiree Group Life Insurance Claims", means claims of the Debtors' Retirees participating in the Retiree Group Life Insurance Plan as of the Settlement Effective Date, or any of the Debtors' Former Employees who, on or prior to the Plan Effective Date, has terminated enrployment from a Debtor after satisfying the age and service requirements, if any, under the ltt$$ffiFErmhk DEoAAffi4*L          FEIEEID4E/AfiilEB EEIIEEEEIDOE/A/6I0LZ%f*A5                PfrEd.S0ffis
 
Retiree Group Life Insurance Plan, or of the surviving beneficiaries of such retirees, for benefits payable under the Retiree Group Life Insurance Plan.
                  "Retiree Group Life Insurance Plan" means the FirstEnergy Corp. Group Life Insurance Plan (or similar predecessor plans).
                  "Retiree Medical Subsidies" means retiree medical and prescription drug benefits or premium subsidies, including opt out payments, but only to the extent that such obligations are specifically provided for under a Health Care Plan.
                  "SAP System o.f Record" means the Systems, Applications and Products in Data Processing system maintained and controlled by FESC.
                  "SEC" means the Securities and Exchange Commission.
                  "Securities Act" means the Securities Act  of 1933, as amended, codified at l5 U.S.C. $
77a et seq.
                  "Sgparatio4 Agreement" means the agreement, the terms of which are partially described in Section 5.1 of this Agreement, that will be executed among the Debtors and the applicable FE Non-Debtor Parties in form and substance reasonably acceptable to the FE Non-Debtor Parties and the Debtors. The Debtors will consult with the Supporting Parties and the Committee regarding the terms of the Separation Agreement.
                  "Settlernent Approval Order" means an order of the Bankruptcy Court, in form and substance acceptable to the FE Non-Debtor Parties in their sole discretion and reasonably acceptable to the other Parties approving the Settlement Motion, the terms of this Agreement and granting related relief. A form Settlement Approval Order is attached hereto as Exhibit B.
                  "Settlement Cash" means the cash settlement payment described in Section 2.1 of this Agreement in an amount equal to fi225 million, which amount shall not be subject to any setoff or reduction.
                  "Settlement Effective Date" means the earliest date on which all of the conditions to eff-ectiveness set forth in Section l0,l of this Agreement have been satisfied.
                  "Settlement Motion" means a motion for approval of this Agreement, under, among others, Bankruptcy Rule 9019 and sections 105,363, 365, and 502 of the Bankruptcy Code, in form and substance acceptable to the FE Non-Debtor Parties and reasonably acceptable to the other Parties.
                  "Shared Services Agreements" means, collectively, the FES Shared Services Agreement and the FENOC Shared Services Agreement.
                  "Signatory" means any Party who Executes this Agreement.
                  "St4ndstill Agreement" means that certain Standstill Agreement by and among the Debtors, the FE Non-Debtor Parties and certain creditor parties, dated as of March 30, 2018,
                                                          },' 5 lSSoEEadrk          DmAIUEt4l FEEEI0/mPEXIS EEllEBEEtDIBfltI[La,ALt,2s PeEEdSOtos
 
(including all exhibits and schedules affached thereto) as it may be amended or supplemented from time to time, the assumption of which was approved by the Bankruptcy Court on May 9, 201 8.
              "Supporting Parties" means, collectively: (a) the Ad Hoc Noteholders Group and (b) the Bruce Mansfield Certifi cateholders Group.
              "Suspension Period" means any period contemplated by Section 2.4(e) of this Agreement during which FE Corp. may defer the filing of, or suspend the use of, any Registration Statement required to be filed by this Agreement.
              "Tax Allocation Agreement" means that certain Intercompany Income Tax Allocation Agreement, dated as of January 31,2017.by and among FE, Corp. and each of its subsidiaries, including the Debtors, as the same has been or may be subsequently modified, amended, supplemented or otherwise revised from time to time, and together with all instruments, documents and agreements related thereto.
              "Tax Matters Agreement" means the agreement, the terms of which are partially described in Section 2.3(d) of this Agreement, that will be executed among the Debtors and the applicable FE Non-Debtor Parties in form and substance reasonably acceptable to the FE Non-Debtor Parties and the Debtors. The Debtors will consult with the Supporting Parties and the Committee regarding the terms of the Tax Matters Agreement.
              "Transfer" means the sale, use, pledge, assignment, transfer, permission of the participation in, or the otherwise disposal of any ownership (including any Beneficial Ownership) in the Creditor Claims; provided, however, that any pledge in favor of a bank or broker dealer at which a Supporting Party maintains an account, where such bank or broker dealer holds a security interest or other encumbrance over property in the account generally shall not be deemed a Transfer for any purposes in this Agreement.
              "Transfer Agreement" means an agreement to effectuate a Transfer in a form reasonably acceptable to the Parties under which a Permitted Transferee agrees, among other things, to be bound to the terms of this Agreement.
              "Trust F Interest" means the interest of FE Corp. in the Mansfield 20A7 Trust F, a Delaware statutory trust that is party to a Mansfield Facility Agreement relating to an undivided interest in 16.885Yo of Unit I of the Mansfield Plant.
              "Upfront Payment" means the cash payment, if any, by FE Corp. to the Debtors in an amount equal to the difference, if any, between the principal amount of the New FE Notes and the market price of the New FE Notes as determined per the below calculation (see Exhibit C for illustrative example)  :
A.      The stated coupon rate on the New FE Notes will be equal to the interpolated yield on U.S. Treasury securities with a term based on the Plan Effective Date and a maturity date of December 31,2022. The yield on U.S. Treasury securities will be interpolated by calculating the time-weighted average yield on the two tranches of U.S. Treasury Securities with maturity dates most closely preceding l-fl{5$ffi        k  DEoASU[-4-1 FEIEETD{08/8fl/ELB EEmEEEEtD4E/4ffi/Et((A23tgAE'PEEEBAtSS
 
and following December 31, 2022, with the time-weighting based on the number of days between December 3 l, 2022, and the respective U.S. Treasury Security maturity dates being referenced.
B      The cash flows associated with the New FE Notes as determined by the principal amount of $628 million and the calculation of the stated coupon rate detailed in paragraph A will be discounted back to the Plan Effective Date using a discount rate equal to the interpolated yield on FE Corp.'s existing senior unsecured notes.
The yield on FE Corp.'s senior unsecured notes will be interpolated by calculating the time-weighted average yield on the two tranches of FE Corp.'s senior unsecured notes with maturity dates most closely preceding and following December 31, 2022, respectively, with the time-weighting based on the number of days between December 31, 2022, and the respective FE. Corp senior unsecured notes maturity dates being referenced.
C      The Upfront Payment will be equal to $628 million less the result of the present value calculation detailed in paragraph B.
          "Vacation Claims" means any claims guaranteed by FE Corp. in that certain Guarantee, dated as of February 2l ,2017 , in favor of certain employees who (i) participate in the FirstEnergy Time Off Program, (ii) have participated in a predecessor plan on or before December 3l , 2008, and (iii) have earned a banked or frozen vacation benefit.
          "VERO" means a Voluntary Enhanced Retirement Option (substantially similar to such option offered by FESC to certain employees in 2018) offered by the Debtors during calendar year 2019, but prior to the Plan Effective Date, to any of the Debtors' Current Employees that are at least age 58 by December 3 7,2019, in connection with a workforce reduction.
          "Waived Tax Claims" means any Claim in respect of the FES Tax Overpayment.
          "Welfare and Benefit Plan Administration Costs" means the costs (other than any indirect costs relating to Human Resources management services pursuant to the Amended SSA) relating to the administration of any Welfare Plan that are incurred with respect to or allocable to the Debtors' Current Employees or the Debtors' Former Employees, from and after the date on which the Debtors cease to participate in any such plan.
          "Welfare Plans" means the welfare benefit plans or programs sponsored by FE Corp. or FESC "West Lorain Plant" means the 545 megawatt power plant located in Lorain, Ohio and cumently owned by FG.
          "W.H. Sammis Facilitv" means that certain2,233 megawatt power plant located in Stratton, Ohio currently owned by FG.
          "Worthless Stock Deduction" means any deduction related to FE Corp.'s ownership interest in the Debtors to be claimed pursuant to 26 U.S.C. $ 165.
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Section 1.2 Interpretation.
(a)    References. References to any "Appendix," "Article," "Exhibit,"
"Schedule," or "Section," without more, are to Appendices, Articles, Exhibits, Schedules, and Sections to or of this Agreement.
(b) Headings. The sectiott headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement.
(c)    Word Usage. Except where the context clearly requires to the contrary, (i) instances of genderorentity-specific usage (g-.-&, "his," "her,", "its," or "individual") shall notbe interpreted to preclude the application of any provision of this Agreement to any individual or entity; (ii) words in the singular shall include the plural and words in the plural shall include the singular; (iii) the word "or" shall not be applied in its exclusive sense; (iv) "including" shall mean "including, without limitation," and "including, but not limited to"; and (v) accounting terms rrot defined shall have the meanings assigned to them in accordance with the United States' generally accepted accounting principles.
(d)    Law. Unless otherwise provided herein, references to laws, regulations, and other governmental rules means such laws, regulations, and rules and any orders, instruments, or official government interpretations made under the relevant laws, regulations, or rules as in effect at the time of determination (taking into account any amendments, extensions, or supplements thereof effective at such time without regard to whether the amendments, extensions, or supplements were enacted or adopted after the date of the Execution of this Agreement) and includes all successor laws, regulations, and rules thereto.
(e)    Currency. References 1s "$," "cash," or "dollars" means the lawful currency of the United States, (0    Jurisdiction. The word "federal" refers to laws, agencies, or other attributes of the United States (and not to any State or locality thereof). The meaning of the terms "domestic" and "foreign" shall be determined by reference to the United States.
(g)    Dates and Time. References to "days" means calendars days. All dates and times specified in this Agreement are of the essence and shall be strictly enforced.
ARTICLE    II OBLIGATIONS OF THE FE NON.DEBTOR PARTIES Section 2.1 Settlement Cash. On the Plan Effective Date, FE Corp. will pay, or will cause to be paid, the Settlement Cash to the Reorganized Debtors, which the Debtors may distribute to their creditors pursuant to any FES Plans.
Section 2.2 Employee Related Items. Nothing herein is intended to create, or does create, any additional right or claim to coverage, including premium subsidies, or to create any vested right to such benefits for the Debtors' Current Employees, the Debtors' Former Employees, the Debtors' Retirees, or any employees of the FE Non-Debtor Parties under any employee benefit plan, plan document or collective bargaining agreement that does not otherwise exist on the date of this Agreement. The Debtors' Current Employees and the Debtors' Former Employees will, at all times, be subject to the terms and conditions of the applicable Health Care Plan or Welfare Plan including, pr the specific terms of the applicable Health Care Plan or Welfare Plan, the reservation of the right by FE Corp.of complete discretion to amend or terminate such Health Care Plan or Welfare Plan or the access to such Health Care Plan or Welfare Plan.
(a)    Except with respect to the LTIP, from and after the Plan Effective Date, FE Corp.
will pay or cause to be paid (including from    an applicable trust or other funding vehicle maintained by any FE Non-Debtor Party) all employee-associated Claims and guarantees of the Debtors'Current Employees and the Debtors'Former Employees as and when such obligations become due and payable to the Debtors' Current Employees and Debtors' Former Employees under the applicable plan documents solely for (i) Pension Plan Claims, (ii) Deferred Compensation Claims, (iii) Retiree Group Life Insurance Claims, (iv) Vacation Claims, (v) Limited Retiree Medical Claims with respect to any of the Debtors' Retirees, and (vi) any Limited Union Medical Claims. With respect to the LTIP Claims, FE Corp. will pay to the Debtors' Current Ernployees and the Debtors' Former Employees participating in the LTIP those amounts that become vested as of March l, 2019 no later than March 15, 2019.
(b)    Any VERO can be offered in accordance with the terms of this Section 2.2(b) during calendar year 2019 but prior to the Plan Effective Date. To the extent the Debtors elect to undertake a workforce reduction in calendar year 2019 but prior to the Plan Effective Date, other than with respect to employees assigned to the FENOC company code in the SAP System of Record, then, FE Corp. will pay only for the costs of the temporary pension enhancement portion of any VERO offered (capped at, for any employee who elects the VERO, $1,500 per month per employee until age 65 or a minimum of two years) in connection with such VERO and only for the Debtors' Current Ernployees who: (i) reach age 58 on or before December 31, 2019; and (ii) have completed at least ten or more years of credited services or benefit service by the ernployee's retirement date under the applicable terms of the plan that governs the employee's accrual of regular pension benefits. For the avoidance of doubt, if any of the Debtors offers a VERO to ernployees assigned to the FENOC company code in the SAP System of Record, the FE Non-Debtor Parties shall have no obligations related thereto.
(c)    With respect to the Debtors' Current Employees, FE Co.p. will amend the Pension Bridge to apply to sales of the assets of a business unit closing on or before December 3 l, 2020, and clarify that the Pension Bridgs covers terminations resulting from the transfer of the assets of a business unit to an entity that is not an Affiliate of FE Corp. (in addition to the sale of the assets of a business unit to an entity that is not an Affiliate of FE Corp.)
closing on or before such date. For the avoidance of doubt, any Debtor's emergence from chapter I I alone shall not constitute a termination event for any of the Debtors' Current Employees for purposes of the Pension Bridge. The requirements of this Section 2.2(c) shall not apply if (i) prohibited by law or regulation or (ii) counsel to FE Corp.
determines in its reasonable judgment that any Pension Plan amendment required to effectuate such requirements would jeopardize the Pension Plan's tax qualified status. In nn
 
the event the circumstances described in (i) or (ii) in the preceding sentence prevent FE Corp. from expanding the Pension Bridge to "transfers" of a business unit, FE Corp. will extend the Pension Bridge with respect to the Debtors' Current Employees to cover sales closing on or before December 31, 2020.
(d)    With respect to any existing collective bargaining agreement under which a Debtor and a FE Non-Debtor Party are signatory employers, FESC and the applicable FE Non-Debtor Party shall work cooperatively with the Debtors to separate such existing collective bargaining agreement with the applicable union into separate collective bargaining agreements; provided, horyever, that such cooperation shall be on a commercially reasonable basis, which may include the incurrence of unreimbursed de minimis expenses (or additional costs to the extent reimbursed by the Debtors) by the FE Non-Debtor Parties, and shall not require the FE Non-Debtor Parties to undertake any action that will cause an adverse effect on, or result in a loss of rights without adequate consideration to, the FE Non-Debtor Parties. Additionally, FESC and the applicable FE Non-Debtor Parties shall work cooperatively with the Debtors in the Debtors' defense of any claims or actions asserted by the PBGC with respect to periods prior to the Plan Effective Date, including by providing any necessary information or documents to the Debtors, provided, however, that such cooperation shall be on a commercially reasonable basis, which may include the incurrence of unreimbursed de minimis expenses (or additional costs to the extent reimbursed by the Debtors) by the FE Non-Debtor Parties, and shall not require the FE Non-Debtor Parties to undertake any action that will cause an adverse effect on, or result in a loss of rights without adequate consideration to, the FE Non-Debtor Parties.
(e)    With respect to cessation of participation by the Debtors:
(i)    The Debtors agree that they shall cease to participate in any Health Care Plan, Welfare Plan, or Miscellaneous Employee Benefit Program on the Plan Effective Date or on such date prior to the PIan Effective Date as the Debtors shall deternrine.
(ii) Upon cessation of participation by the Debtors in any Health Care Plan, Welfare Plan, or Miscellaneous Employee Benefit Program on or prior to the Plan Effective Date, FE Corp. also agrees to the lbllowing provisions:
(A)    When the Debtors cease to participate in any Health Care Plan, FE Corp. and FESC will not charge the Debtors for any Health Care Runoff Costs under or related to such Health Care Plan.
(B)    When the Debtors cease to participate in any Health Care Plan, FE Corp. and FESC will not charge, except for any indirect costs relating to Human Resources management services pursuant to the Amended SSA, the Debtors for any costs under or related to such Health Care Plan, but shall be able to charge the Debtors' Current Employees or the Debtors' Former Employees or any dependent thereof for any COBRA Costs with respect to such persons.
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(C)    When the Debtors cease to participate in any Welfare Plan, FE Corp. and FESC will not charge the Debtors for any Welfare and Benefits Plan Administration Costs under or related to such Welfare Plan.
(D)    When the Debtors cease to participate in any Miscellaneous Employee Benefit Program that is available to generally all employees of FE Non-Debtor Parties and the Debtors, then FE Corp. and FESC will not charge the Debtors for any Miscellaneous Employee Benefits Programs Costs under or related to such Miscellaneous Employee Benefit Program.
Section 2.3 Tax Allocation Asreement.
(a) The FE Non-Debtor Parties and the Debtors will perform under the Tax Allocation Agreement with respect to all periods or portions thereof ending on or before the Plan Effective Date.
(b)    Under no circumstances shall FE Corp. take any action to terminate or amend to the detriment of the Debtors the Tax Allocation Agreement prior to the Plan Effective Date. On the Plan Effective Date, in consideration for the releases described in Sections 6.1 and 6.3 of this Agreement, the FE Non-Debtor Parties will reverse the 2018 Tax Setoff and, to the extent not previously satisfied pursuant to the terms of the Tax Allocation Agreement, make the 2018 Tax Payment.
(c) The FE Non-Debtor Parties and the Debtors will perform under the Tax Allocation Agreement for tax year 2018, including the FE Non-Debtor Parties'pre-payment for the use of the Debtors'NOLs based upon FE Corp.'s projections of the amount of the Debtors' NOLs that the FE Non-Debtors will use in tax year 2018; provided, that notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, the FE Non-Debtor Parties shall guarantee a payment to the Debtors of an amount equal to the NOL Floor for the use of the Debtors'NOLs for tax year 2018. To the extent that the amount actually paid to the Debtors' under the Tax Allocation Agreement for tax year 2018 is less than the NOL Floor, on the Plan Effective Date the FE Non-Debtor Parties shall promptly pay the Debtors an amount equal to the difference between $66 million and the amount actually paid for tax year 2018 pursuant to the Tax Allocation Agreement. If the Plan Effective Date occurs prior to the filing of an FE Consolidated Tax Group tax return for a tax year during which a Debtor (or its income and losses) was included on such FE, Consolidated Tax Group tax return, to the extent not previously paid, FE Corp. shall pay the Debtors the NOL Floor on the PIan Effective Date, and FE, Corp.
shall pay the Reorganized Debtors, or the Reorganized Debtors shall puy FE Corp., nhy amount owing under the Tax Allocation Agreement, consistent with this Agreement, based on the tax return actually frled promptly following the filing of such tax return; provided, however, that if the actual amount owed for the use of the Debtors'NOLs by the FE Non-Debtor Parties is less than the NOL Floor, the Debtors shall only be required to refund the difference between the total amount of pre-payments, including the 2018 Tax Payment, and the NOL Floor. Notwithstanding anything herein to the contrary, this Section 2.3(c) shall be interpreted consistent with the examples set forth in Exhibit D hereto with respect to the timing of payments, including with respect to the 2018 Tax Setoff.
(d) FE Corp. shall perform, and shall cause the FE Non-Debtor Parties to perform, under the Tax Allocation Agreement consistent with historical practice and shall not take any action, or refrain from taking any action, with the primary purpose of reducing payments to the Debtors under the Tax Allocation Agreement; provided, however, that the FE Non-Debtor Parties will not be prohibited from taking any action, or refraining from taking any action, necessary to preserve $628 million of value for the Worthless Stock Deduction. For the avoidance of doubt, the act of taking the Worthless Stock Deduction, pursuant to the terms of this Agreetnent, shall not be considered an action the primary purpose of which is to reduce the payments to the Debtors under the Tax Allocation Agreement; (e)    On the Plan Effective Date, and in consideration for the releases described in Sections 6.1 and 6.3 of this Agreement, the Debtors and FE Corp. will enter into the Tax Matters Agreement, which agreement shall be reasonably acceptable to the Parties. The Tax Matters Agreement shall provide for, among other things, that:
(i)    The FE Non-Debtor Parties will, with the Debtors'review and consultation (beginning for tax year 2018), timely prepare in the ordinary course of business: (A) the U.S. federal income tax returns reflecting the Debtors'membership in the FE Consolidated Tax Group, and (B) any and all state and local income or other tax returns (including, but not limited to, income, franchise, use, property tax returns and other similar returns), in each case, for any tax period ending on or before the Plan Effective Date; provided, however, that FE Corp. shall not be required to take any action, or omit to take any action, that would result in an adverse effect on any of the FE, Non-Debtor Parties; (ii) FE Corp. shall not take or cause to be taken the Worthless Stock Deduction with effect prior to the Plan Effective Date; (iii) The Parties shall cooperate in developing a strategy for the Debtors to exit from chapter I I that minimizes adverse tax consequences to the Reorganized Debtors and their stakeholders, Eroffi, however, that FE, Corp. shall not be required to take any action, or omit to take any action, that would result in an adverse effect on of the FE Non-Debtor Parties; (iv) FE Corp. shall cooperate with reasonable tax diligence inquiries from the Debtors, the Committee and the Supporting Parties regarding historical intercompany tax issues and tax consequences of different chapter I I exit structures, including in connection with any sale of the Debtors' assets; and (v)    The Parties shall agree to reasonably cooperate regarding any audit or tax.
(f)    On the Plan Effective Date, the FE Non-Debtor Parties will, in consideration forthe releases described in Sections 6.1 and 6.3 of this Agreement, waive any Waived Tax Clainrs.
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(g)    After the Plan Effective Date, if the FE Non-Debtor Parties have fully performed pursuant to Section 2.4 of this Agreement:
(i) The Debtors shall waive any payment that the Debtors would be entitled to from the FE, Non-Debtor Parties under the Tax Allocation Agreement to the extent such payment relates to amounts that would have given rise to an Adjustment Amount had the final tax effect been known as of the Plan Effective Date without regard to payments previously made under the Tax Allocation Agreement that gave rise to the Adjustment Amount on the Plan Effective Date.
(ii) The FE Non-Debtor Parties shall waive any payment that the FE Non-Debtor Parties would be entitled to from the Debtors under the Tax Allocation Agreement related to the Adjustment Amount.
Section 2.4 New FE Notes and Upfront Payment.
(a)    The Debtors shall provide FE Corp. with the PIan Effective Date Notice at least 40 days prior to the Plan Effective Date. In the event that the Debtors do not provide the PIan Effective Date Notice at least 40 days prior to the Plan Effective Date, the FE Non-Debtor Parties' obligations under this Section2.4 shall be tolled an amount of time equal to the difference between 40 days and the amount of days in between the receipt of the Plan Effective Date Notice.
(b) Subject to the Plan Effective Date Notice, on the Plan Effective Date, FE Corp. shall issue $628 million aggregate principal amount, less the Adjustment Amount, of the New FE Notes to the Debtors. If the Adjustment Amount is equal to or greater than $628 million, then FE, Corp. will not be required to issue any New FE Notes. The New FE Notes shall be issued in global certificated form only and registered to DTC or its nominee, with interests in the certificates being held through DTC participants.
(c)    The New FE Notes shall    (i) bear a fixed interest rate as set forth in the definition of Upfront Payment, and (ii) after October 31,2022, be redeemable at par, plus accrued but unpaid interest, at any time without premium or penalty. The New FE Notes shall rank equally and ratably in right of payment with, and may be issued under the 2001 Indenture' provided that if FE Corp. uses a different Indenture it shall be materially identical to the 2001 Indenture and may, among other thirrgs, (i) provide for a different trustee under the 2001 Indenture, which may be one of Citibank, N.A.; Citicorp International Limited; The Bank of New York Mellon; MUFG Union Bank, N.A.; U.S. Bank National Association;, Wells Fargo Bank N.A., or an affiliate of one of the foregoing, or any other trustee that is mutually acceptable to the Debtors and the FE Non-Debtor Parties (in consultation with the Supporting Parties and Committee), (ii) include changes reasonably required by the trustee, and (iii) include such other changes as FE Corp. shall determine, provided in each case that they are not adverse to the holders of the New FE, Notes. The New FE Notes shall include terms consistent with the Existing FE Notes (and other documents governing the Existing FE, ]rlotes, including the 2001 Indenture), including, but not limited to: ( I ) the covenant not to pledge, mortgage, hypothecate or grant a security interest in, or permit any mortgage, pledge, security interest, or other lien upon, any capital stock of any subsidiary now or hereafter directly owned by FE Corp., to secure 1- &SS'ffiFEmh k      D Eo A lW$- L  F EJE E TDOE/AflA  B E Em EE E TffL8/tl#l-tt &23[gE 5 P frE        e ts Sffi 5
 
any indebtedness witlrout also equally and ratably securing the New FE Notes, subject to the exceptions included in the Existing FE Notes, including the 2001 Indenture; and (2) the covenant by FE Corp. not to consolidate with or merge into any other entity or convey, sell or otherwise transfer its properties and assets substantially as an entirety to any entity in each case, subject to the express requirements, exceptions and limitations included in the terms of the Existing FE Notes , including the 2001 Indenture.
(d)    Should one or more sales or deactivations of a fossil or nuclear plant occur such that the Adjustment Amount is more than $0, a calculation of the Adjustment Amount, along with supporting work papers, shall be provided to tlre Parties by the FE Non-Debtor Parties at least fourteen (14) days prior to the Plan Effective Date, or as soon as reasonably practicable in the event the sale closes within fourteen (14) days of the Plan Effective Date. If the Adjustment Amount or the calculation thereof is not reasonably acceptable to one or more of the Parties, any Party may inform the Parties, in writing, of: (i) their basis for disagreement with the calculated Adjustment Amount and (b) their proposed amended Adjustment Amount. If the Parties do not resolve such dispute within five (5) days, the Party who originally objected to the Adjustment Amount may file a motion with the Bankruptcy Couft, on not less than five (5) business days'notice, to request that the Bankruptcy Court resolve any such dispute. The Debtors hereby agree not consummate any sale of a nuclear or operating fossil plant (excluding the West Lorain Plan) within the 40 days prior to the Plan Effective Date, provided, however, that such prohibition shall not apply to any asset sale consummated in the same calendar year as the Plan Effective Date.
(e)    FE Corp. shall use commercially reasonable efforts, at its own expense:
(i)      to cause the New FE Notes at issuance to be assigned a rating by at least two nationally-recognized credit rating agencies, which ratings shall be at the same level or higher than the ratings assigned by such agencies to the Existing FE Notes; (ii)    to the extent that any or all of the New FE Notes are Distributed New  FE, Notes, then:
(A) unless impermissible under applicable law or SEC policy, to cause all of the Distributed New FE Notes to be distributed pursuant to the FES Plans in a transaction or transactiorrs that are exempt from the registration requirements of section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code; (B) in the event that it is not possible to distribute all of the Distributed New FE, Notes pursuant to the FES Plans in the manner described in Section 2.a(e)(ii)(A), then unless impermissible under applicable law or SEC policy, to file with the SEC and cause to become effective on the Plan Effective Date one or more Registration Statements, on such form or forms as agreed to by the Parties, that will provide for the registration of the offer and issuance of all Distributed New FE Notes that are not distributed pursuant to the FES Plans in the manner described in Section 2.a(e)(iixA) by FE Co.p. for distribution pursuant to the FES Plans on the Plan Effective Date and to cause the distribution of such n.7
 
Distributed New FE Notes pursuant to the FES Plans and such Registration Statement; (C) in the event that it is not possible to distribute all of the Distributed New FE, Notes pursuant to the FES Plans in the manner described in Sections 2.4(e)(ii)(A) and (eXiiXB), then unless impermissible under applicable law or SEC policy to cause the distribution on the Plan Effective Date pursuant to the FES Plans such Distributed New FE Notes that are not distributed pursuant to Sections 2.a(e)(ii)(A) or (e)(ii)(B) in a private placement that is exempt from registration under the Securities Act and register the public offer and sale of the Distributed New FE, Notes by the holders thereof on a resale shelf Registration Statement, to become effective on the Plan Effective Date or as promptly as reasonably practicable thereafter (but in no event later than 30 calendar days after the PIan Effective Date), and to use commercially reasonable efforts to cause the removal of any legend on such Distributed New FE Notes stating that the transfer of such New FE Notes are or may be subject to restriction under the Securities Act, in connection with sales thereof pursuant to such Registration Statement or pursuant to Rule 144 under the Securities Act; (D) in the event that it is not possible to distribute all of the Distributed New FE Notes pursuant to the FES Plans in the manner described in Sections 2.a(e)(ii)(A), (e)(iiXB) and (e)(iiXC), then unless impermissible under applicable law or SEC policy, to cause the distribution on the Plan Effective Date pursuant to the FES Plans such Distributed New FE Notes that are not distributed pursuant to Sections 2.4(e)(iiXA), (eXiiXB) or (e)(ii)(C) in a private placement that is exempt from registration under the Securities Act and as promptly as is reasonably practicable thereafter register an exchange offer of substantially identical securities (other than with respect to transfer restrictions and registration rights under the Securities Act), which will provide for the exchange of the Distributed New FE Notes promptly after the effectiveness of such Registration Statement but, in no event, fewer than 20 business days or more than 40 business days after the effectiveness of such Registration Statement; and (E) in the event that it is not possible to distribute all of the Distributed New FE Notes pursuant to the FES Plans in the manner described in Sections 2.a(e)(ii)(A), (e)(iiXB), (eXiiXC), and (eXiiXD), without derogation of the rights set forth in Section 2.4(e)(iiXA)-(D) above, FE Corp. and the Parties shall take such other steps as are necessary in order to effectuate the distribution of the Distributed New FE Notes in accordance with the FES Plans.
(iii)  To keep any Registration Statement filed pursuant to Section 2.a(e)(ii) continuously effective, supplemented and amended until (1) in the case of Section 2.a(e)(ii)(B), the completion of the distribution pursuant to such Registration statement; (2) in the case of Section 2.4(e)(iixc), the earlier of (a) the one-year anniversary of the issuance of the Distributed New FE Notes and (b) the date on which all such Distributed New FE Notes have been sold pursuant to such Registration Statement; provided that to the extent that after such one-year anniversary or date on which all such
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Distributed New FE Notes have been sold pursuant to such Registration Statement, as applicable, any New FE Notes bear a legend stating that the transfer of such New FE Notes are or may be subject to restriction under the Securities Act, FE Corp. shall (x) continue to keep any such Registration Statement continuously effective, supplemented and amended until such time as all such legends have been removed from the applicable New FE Notes and (y) use commercially reasonable efforts to cause the removal of any such legend; and (3) in the case of section 2.a(e)(iiXD), the consummation of the exchange offer; (iv)    in the event that any Distributed New FE Notes are distributed in a private placement, to register or qualify the Distributed New FE Notes required under all applicable state securities or "blue sky" laws unless such distribution of Distributed New FE Notes is exempt from such state securities or "blue sky" laws; and (v) to the extent that any or all of the New FE Notes are Non-Distributed New FE Notes, then use commercially reasonable efforts to negotiate and enter into one or more registration rights agreements with the Debtors prior to the Plan Effective Date pursuant to which FE Corp. will agree to registration rights with respect to the Non-Distributed New FE Notes that are substantially similar to the registration rights with respect to the Distributed New FE Notes set forth in this Section 2.4 (including the requirements and limitations set forth in Section 2.a(e)(iii)).
FE Corp. will provide the following rights to holders of New FE Notes included or to be included in any resale Registration Statement: (i) rights of the representatives of such holders to inspect such FE Corp. information and to have access to such FE Corp. personnel and professionals as they shall reasonably request to perforrn a reasonable investigation within the meaning of Section I 1 of the Securities Act; (ii) rights to reasonable notification with respect to material developments regarding the Registration Statement, including if the same or any related documents becomes materially untrue; (iii) rights to indemnification, including advancement of reasonable, documented, out of pocket expenses (including expenses of investigation), in any action based upon the Registration Statement being materially untrue or failing to comply with applicable law, other than with respect to information provided by holders of New FE Notes to FE Corp. for inclusion in any Registration Statement; (iv) rights to cause a private transferee of such New FE Notes to be included in the Registration Statement, upon reasonable notice and upon the provision by such transferee to FE Corp. of such information as it reasonably requests; and (v) rights to require FE Corp. to bear all reasonable registration expenses (including expenses of one counsel for all holders of the New FE Notes being registered).
For the avoidance of doubt, in the event that all of the New FE Notes are distributed pursuant to the FES Plans in a transaction or transactions that are exempt from the registration requirements of section 5 of the Securities Actpursuantto section ll45 of the Bankruptcy Code, FE Corp. shall have no obligation pursuant to any other provision of this Section 2.4(e) to file or maintain the effectiveness of any Registration Statement.
The Parties shall cooperate in obtaining a finding pursuant to a Final Order of the Bankruptcy Court (and any applicable court exercising appellate jurisdiction) that the issuance    of the New FE Notes are exempt from the registration requirements of section 5 of the Securities 1&Ss'ffi6-Arahk DEoAS29.+1, FElEBt04ffilffiAAB EEIIEEEHIDOE/AftI/EI&A23#E5 PfrHe4DfrSS
 
Act pursuant to section I145 of the Bankruptcy Code. FE Corp. agrees tlrat for purposes of obtaining such an order that it is an affiliate of the Debtors participating in a joint plan with the Debtors for the purposes of section I 145 of the Bankruptcy Code and that public information with respect to FE Corp., and information with respect to the New FE Notes may be included in any disclosure statement regarding such plan.
(0    Subject to the last paragraph of this Section 2.4(f) but notwithstanding any otlrer provision of this Section 2.4,F8 Corp. shall have the right but not the obligation to defer the flling of (but notthe preparation of), or suspend the use of, any Registration Statement pursuant to Section 2.a(eXiiXC) or (e)(ii)(D) for a period of up to 90 days:
(i)    if an event occurs as a result of which the Registration Statement and any related prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it is necessary to amend such Registration Statement, file a new Registration Statement or supplement any related prospectus to comply with tlre Securities Act or the Securities Exchange Act of 1934 or the respective rules thereunder, plgvided. that FE Corp. shall use commercially reasonable efforts to amend such Registration Statement, file such new Registration Statement or supplement any related prospectus, as applicable, as promptly as reasonably practicable; (ii)    upon issuance by the SEC of a stop order suspending the effectiveness of  the Registration Statement or the initiation of legal or administrative proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, provided that FE Corp. shall use commercially reasonable efforts to cause the SEC to rescind such stop order or terminate such legal or administrative proceedings as promptly as reasonably practicable; or (iii) if FE Corp. furnishes to the Debtors and the holders of the Distributed New FE Notes a certificate signed by FE Corp.'s chief financial officer stating that in the good faith judgment of FE Corp., FE Corp. believes that the filing of any such Registration Statement or offering (1) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan of FE Corp. Qrovidedthat this exception (l) shall continue to apply only during the time that such filing continues to constitute material interference with any material corporate development or plan) or (2) would require FE Corp. under applicable Iaw, in its reasonable judgment, and upon advice of counsel, which shall not be required to be stated in a formal legal opinion, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and FE Corp. believes in good faith that such disclosures at that time would affect FE Corp. in a materially adverse manner (provided that this exception (2) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material).                                          I In no event shall FE Corp. (i) declare a Suspension Period rnore than one time for any period of more than 90 days in any twelve month period or (ii) register any securities for its own I'
 
account or that of any other holder of FE Corp.'s debt or equity securities or permit the use of any Registration Statement during any Suspension Period. FE Corp. shall give written notice to the Debtors and all holders of the Distributed New FE Notes of its declaration of a Suspension Period and of the expiration of the relevant Suspension Period.
(g) FE, Corp. will not be required to include the New FE Notes held by any holder of New FE Notes on any Registration Statement pursuant to this Section 2.4 unless and until such holder furnishes to FE Corp. in writing such information as FE Corp. may reasonably request for use in connection with any Registration Statement or prospectus or preliminary prospectus included therein. Each Party who is a holder of New FE Notes as to which any Registration Statement is being effected agrees to furnish promptly to FE Corp. all reasonable and customary information required to be disclosed in order to make the information previously furnished to FE Corp. by such holder of New FE Notes true and corect in all material respects and not materially misleading. At least 30 days prior to the first anticipated filing date of any Registration Statement, FE Corp. shall notiff the Debtors and each holder of New FE Notes of the information FE Corp. requires from such holder of New FE Notes in the preparation of such Registration Statement; provided, however, that the failure of FE Corp. to provide such 30 days' notice to the Debtors and each holder of New FE Notes shall not obviate any obligation by a holder of Distributed New FE Notes to provide information as a prior condition to FE Corp.'s obligationtoincludetheNewFE,NotesofsuchholderintheRegistrationStatement,@,
further that the delay by any holder of New FE Notes to provide such requested information shall not be deemed a waiver or derogation of any such holder's rights hereunder to have its New FE Notes included in the Registration Statement after it has provided such information.
(h)    On the Plan Effective Date, FE Corp. shall pay the Debtors the Upfront Payment. If the calculation of the Upfront Payment is not acceptable to one or more of the Pafties, any Party may enforce its rights pursuant to Section 12.4 of this Agreement.
(i)    In the event any New FE Notes become restricted securities under Rule 144 under the Securities Act on or after the Plan Effective Date and prior to the one-year anniversary of the issuance thereof, the holders of such New FE Notes will be entitled to the registration rights of the Debtors under this Section2.4 (including, for the avoidance of doubt, the rights set forth in Section 2.4(e)(v)), provided that to the extent that after such one-year anniversary, any New FE Notes bear a legend stating that the transfer of such New FE Notes are or may be subject to restriction under the Securities Act, the holders of the New FE Notes will be entitled to such registration rights until such time as all such legends have been removed from the applicable New FE Notes.
fi)    FE Corp. and the Debtors agree that the New FE Noteholders will suffer damages if a Registration Default occurs, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, FE Corp. agrees to pay, jointly and severally, as liquidated damages in connection with a Registration Default, additional interest on the outstanding New FE Notes if a Registration Default occurs. The interest rate on the New FE Notes will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional0.2S% per annum with respect to each subsequent 90-day period, in each case to but excluding the date such Registration Default ends, at which point the interest rate borne by the New FE Notes will
                                                  - 3l -
 
decrease to the original interest rate borne by such New FE Notes. In no event shall any such increase to the interest rate borne by the New FE Notes pursuant to the immediately preceding sentence exceed, in the aggregate,l.0o/o per annum. If at any time more than one Registration Default has occurued and is continuing, all such Registration Defaults shall be treated as a single continuing Registration Default beginning on the date that the earliest Registration Default occurred and ending on the date that there is no longer any Registration Default. For the avoidance of doubt, after the date that all legends stating that the transfer of such New FE, Notes are or may be subject to restriction under the Securities Act have been removed from all New FE Notes, no additional interest shall accrue and be required to be paid pursuant to this Section 2.4(i) from the time of such removal. Notwithstanding anything to the contrary set forth herein including, for the avoidance of doubt, Article XII, any additional interest with respect to a Registration Default shall be due in accordance with the terms of this Section 2.4fr) and not subject to the provisions of Article XII hereof.
(k) All documents necessary to effectuate the provisions of this Section 2.4, including any Registration Statement, indenture, and registration rights agreement, and all documents related to the foregoing, shall be in form and substance reasonably satisfactory to the FE Non-Debtor Parties, the Debtors, the Corlmittee, and the Supporting Parties.
Section  2.5  Shared Services Aereements.
(a)    In consideration for the releases provided to the FE Non-Debtor Parties, as described in Sections 6.1 and 6.3 of this Agreement, FESC, FES and FENOC shall enter into the Amended SSA on the Settlement Effective Date.
(b)    The term of the Amended SSA shall commence and be effective upon Sefflement Effective Date and shall terminate on the Amended SSA Termination Date. During the term of the Amended SSA, the calculation metrics under the Amended SSA shall be the same calculations that were utilized bv FESC in March 2018.
(c) The Amended SSA will provide that the Debtors may reduce the amount of services provided by FESC under the Amended SSA only upon FESC's receipt of a Notice of Reduction not less than ninety (90) days'prior to the effective date of such reduction. Any reduction of services shall only reduce services by Functional Group as mutually agreed upon in the Amerrded SSA. The Amended SSA shall provide that the reduction in cost related to the reduction of such services shall not exceed what would have otherwise been calculated for that function utilizing the March 2018 calculation methodology. The Debtors must wait at least 30 days following FESC's receipt of a Notice of Reduction before sending FESC any subsequent Notice of Reduction.
(d)    FESC shall provide the Debtors with a credit in the amount of up to
  $ I 12.5 milliorr for any amounts due-under morrthly invoices, which invoices shall be generated in accordance with historical practices pursuant to the Shared Services Agreements and the Amended SSA, as applicable, for monthly periods from the Petition Date through December 31, 2018. Consistent with historical practices, the Parties agree that gross amounts owed by both the Debtors and FESC under the Shared Services Agreement and Amended SSA shall be netted 1&S{tBEamhk DOoa$Er4.L FEEEID&46&8 EEmEEEEID/mmA&AAfr, P&EeA5ffiS                                    }
 
when generating the monthly invoices. FESC shall continue providing monthly invoices under the Amended SSA in compliance with historical practice.
(e)    On the Plan Effective Date, FESC shall waive any amount owed by the Debtors for amounts due under monthly invoices, which invoices shall be generated in accordance with historical practice pursuant to the Shared Services Agreements for monthly periods through the Petition Date. Consistent with historical practices, the Parties agree that gross amounts owed by both the Debtors and FESC under the Shared Services Agreement and Amended SSA shall be netted when generating the monthly invoices. All other payments under the Amended SSA shall be made in compliance with lristorical practice, including within thirty (30) days of the receipt of an invoice, by FES and FENOC and not subject to setoff except for the credit in Section 2.5(d) of this Agreement.
(0      None of the FE Non-Debtor Parties agrees to provide any transition services to any third party buyers of the Debtor's assets unless otherwise expressly agreed to in writing by the applicable FE, Non-Debtor Party, which may agree or disagree in its sole discretion for any reason.
(g) Concurrently with the execution of the Amended SSA, FESC, FES, and FENOC shall enter into an agreement among themselves regarding the services that FES and FENOC historically have provided to FESC and its non-Debtor affiliates, the term of which shall be the same as the term of the Amended SSA.
Section 2.6 Other Cooperation.
(a) FE Corp, solely as agent of FES, will provide reasonable cooperation and coordination on regulatory and govemmental lobbying matters, as requested by the Debtors. The cost of such services shall not be billed back to the Debtors.
(b) FE Corp. and FESC will assist the Debtors as they renegotiate and mitigate unfavorable contract terms and, if requested by the Debtors, will provide reasonable cooperation to the Debtors and the Reorganized Debtors in resolving Claims against the Debtors consistent with the terms of the Amended SSA; provided, however, that the FE Non-Debtor Parties shall not be required to incur any costs or obligations related to such cooperation, renegotiation, or mitigation (other than de minimis costs, which shall not be reimbursed) unless such costs are paid for by the Debtors or the Reorganized Debtors under the terms of the Amended SSA or otherwise agreed to by the FE Corp. and the Debtors or the Reorganized Debtors.
Section 2.7 Claims of the FE Non-Debtor Paftres.
(a)    On the Plan Effective Date, in consideration for the releases described in Sections 6.1 and 6.3 of this Agreernent, each of the FE Non-Debtor Parties will release any and all prepetition Claims against the Debtors txcept for any Claims under the Tax Allocation Agreement for tax year 2018. In addition,ithe FE Non-Debtor Parties will also release the following postpetition Claims:
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(i)      Any postpetition Claims under the FE/FES Revolver including, without limitation, any C1aims for postpetition interest; (ii)    Any postpetition Claims related to the Rail Claim Settlement; (iii)    Any postpetition Claims of AE, Supply against FES in respect of the AE Supply/FES Note, including, without limitation, any Claims for postpetition interest; and (iv) Any postpetition Claims arisirrg from the Trust F Interest including, without limitation, any tax or other indemnity Claims arising from the rejection of the Mansfield Facility Agreements.
(b)    On or before the later of (i) September 15, 2018, and (ii) the date that is ten (10) days prior to the hearing to approve the Settlement Motion, FE Corp. shall provide the Parties with written notice of any postpetition liquidated, non-contingent Claims against the Debtors that (i) are $4,000,000 or more individually, (ii) are outside of the ordinary course of dealings with the Debtors, and (iii) were actually known to the officers of FE Corp. as of July 31, 201 8.
(c)    In connection with the Trust F Interest and in furtherance of the waiver of any Claims arising therefrom, the applicable FE Non-Debtor Parties shall (i) cooperate with the relevant Parties with respect to any ancillary transactions (on a commercially reasonable basis, which may include the incurrence of unreimbursed de minimis expenses by the FE Non-Debtor Parties, and shall not require the FE, Non-Debtor Parties to undertake any action that will cause an adverse effect on, or result in a loss of rights without adequate consideration to, the FE Non-Debtor Parties taking into account the other terms and conditions of this Agreement) reasonably necessary to consummate the transactions contemplated by the Mansfield Settlement, including transfer of ownership and control over Mansfield Unit I to the Debtors (or any other entity to whom the Parties agree to) on the Plan Effective Date, and (ii) assist in obtaining any required consents, waivers or approvals related to such transactions contemplated by the Mansfield Settlement.
(d)    On the Plan Effective Date, the FE Non-Debtor Parties will waive and release all Employee Related Claims, whether arising prepetition, postpetition or post-Plan Effective Date, except as expressly provided for in this Agreement.
(e)    Notwithstanding the entry of an order by the Bankruptcy Court establishing a bar date for filing proofs of Claim applicable to the FE Non-Debtor Parties, the FE Non-Debtor Parties shall not be required to file proofs of Claim by such bar date for any prepetition and/or Administrative Claims being waived and/or released by the FE Non-Debtor Parties under this Agreement unless (i) the Settlement Effective Date does not occur by September 28,2018 or such other date to which the Debtors and FE Corp. shall agree or (ii) if the Settlement Effegtive Date occurs, this Agreement is terminated prior to the Plan Effective Date. If either (i) or (ii) in the preceding sentence occurs, the deadline by which the FE Non-Debtor Parties must file proofs of Claim in order for such proofs of Claim to be deemed timely filed shall be thirty (30) days from and after the date of such occurrence.
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Section 2.8 Sale Process. Commencing on the Settlement Effective Date, and in consideration for the releases described in Sections 6.1 and 6.3 of this Agreement:
(a)    In connection with the sale of the Debtors' Retail Book Assets, FE Corp.
and FESC reaffirm each of their commitments contained in the July 2018 Leffer Agreement.
(b)    The applicable FE Non-Debtor Parties shall reasonably cooperate with the Debtors, or Reorganized Debtors, as applicable, in their efforls to maximize the value realized from any sale process conducted by the Debtors by agreeing, among other things, (i) to participate in any ancillary transactions (on a commercially reasonable basis, which may include the incurrence of unreimbursed de minimis expenses (or additional costs to the extent reimbursed by the Debtors or the applicable purchaser) by the FE Non-Debtor Parties, and shall not require the FE Non-Debtor Parties to undertake any action that will cause an adverse effect on, or result in a loss of rights without adequate consideration to, the FE Non-Debtor Parties) reasonably necessary to consummate the transactions contemplated by the sale processes; (ii) to assist in obtaining any required consents, waivers, or approvals related to the transactions contemplated hy the sale processes; and (iii) to make FE Corp. and FESC personnel available to facilitate diligence and as otherwise necessary in furtherance of any sale process andthetransactions contemplated thereby.
(c)    Notwithstanding the above, the FE Non-Debtor Parties shall not be required to take any action, or omit to take any action, that would violate applicable law or any regulatory obligation then in effect.
ARTICLE    III MUTUAL OBLIGATIONS OF THE DEBTORS AND THE FE NON-DEBTOR PARTIES Section 3.1 Pleasants Power Plant. In consideration for the releases provided to the FE Non-Debtor Parties as described in Sections 6.1 and 6.3 of this Agreement, AE Supply will transfer all of its right, title and interest in the Pleasants Power Plant and related assets (except for McElroy's Run Impoundment) to the Pleasants Purchaser while retaining the liabilities set forth below, in each case subjectto the terms and conditions of the Pleasants Purchase Agreement. The Pleasants Purchase Agreement sha(( contain customary agreed-upon limits for AE Supply's indemnity obligations in favor of the Pleasants Purchaser in both amount and duration; provided, however, that AE Supply's indemnity obligations with respect to McElroy's Run Impoundment shall not be limited in either amount or duration.
(a)      If the Pleasants Closing Date does not occur prior to the Pleasants Transfer Date, the Pleasants Purchaser shall accept beneficial ownership (through a lease, cost-based power purchase agreement, or other mutually agreed upon arrangement) of the Pleasants Power Plant as of the Pleasants Transfer Date. The Debtors and AE, Supply may agree to a Pleasants Transfer Date that is earlier than January l, 2019.
(b)      Prior to the Plan Effective Date, AE Supply and the Pleasants Purchaser shall enter into the Pleasants Purchase Agreement, which shall contain terms and conditions, includirrg representations, covenants, closing conditions, and indemnities, that are customary for l&SorE6:Affi k DtuAsins&r. FEEETD/mp6aI8 EEmEBRETO&EE                            r&Wrws p&E8eoffi          5 $?
 
the purchase and sale of supercritical coal-fired power plants between merchant generators. The obligation of the Debtors to enter into the Pleasants Purchase Agreement is subject to completion of due diligence of the Pleasants Power Plant to the reasonable satisfaction of the Debtors, the Committee, and the Supporting Parties, with such diligence to be completed by not later than August 26,2018. From the Settlement Effective Date through the Pleasants Closing Date, AE Supply shall give the Debtors, the Committee, and the Supporting Parties and their representatives reasonable access at reasonable times to the Pleasants Power Plant and books, records (including financial and operating records) and personnel of the FE, Non-Debtor Parties related thereto and permit the Debtors, the Committee, and the Supporting Parties and their representatives to make such inspections thereof as they may from time to time reasonably request (including any investigation of the environmental condition of the properties, including access and information necessary for environmental site assessments in accordance with relevant ASTM standards). AII such access shall be (i) conducted in a manner as not to unreasonably interfere with the operations at the Pleasants Power Plant and (ii) upon reasonable notice to AE Supply and shall be at times and in accordance with procedures to be mutually agreed upon by the Parties (acting reasonably). In the event that the Debtors inform AE Supply that they do not intend to enter into the Pleasants Purchase Agreement on or before August 26,2018, AE, Supply shall use commercially reasonable efforts to sell the Pleasants Power Plant to a third party, with the net proceeds of such sale to be paid over to the Debtors.
(c)      AE Supply shall perform, or cause to be performed, in accordance with merchant generator practice and consistent with past practice, the Pleasants Outage. AE Supply will be responsible for the first $ I 1 million of costs related to the Pleasants Outage incurred after the Settlement Effective Date. To the extent there are costs related to the Pleasants Outage above $ I 1 million, such costs, up to an aggregate of $25 million (inclusive of the $ I I million referenced herein) shall be shared equally by the Debtors and AE Supply.
(d)      The Pleasants Purchase Agreement shall provide that AE Supply shall retain all of its liabilities under environmental laws (excluding any post-transfer changes thereto) with respect to its ownership and operation of Pleasants Power Plant to the extent that such liabilities are based on facts or circumstances occurring prior to the Pleasants Transfer Date (and if occurring or arising only in part on or after the Pleasants Transfer Date, only to the extent of such part); provided, however, that such liabilities include the closure and remediation of McElroy's Run Impoundment except to the extent resulting from the Debtors' violation of environmental laws after the Pleasants Transfer Date; provided, furt-hqr, that such liabilities exclude (i) all liabilities arising on or after the Pleasants Transf'er Date to comply with environmental permits and environmental laws (including any post-transfer changes thereto) with respect to the Pleasants Power Plant, including, but not limited to, those with respect to Effluent Limit Guidelines and (ii) any obligation to contribute to post-Pleasants Transfer Date capital expenditures in connection with AE Supply's retained liabilities. The Pleasants Purchase Agreement shall provide that AE Supply shall retain all of its ownership interests in the McElroy's Run Impoundrnent, and shall include as an exhibit an agreement to provide for the Debtors' access to the McElroy's Run Impoundment, which agreement shall be reasonably acceptable to the Parties.
(e)      The Pleasants Purchase Agreement shall provide that the Pleasants Purchaser shall assume all of the liabilities under environmental laws with respect to the ownership and operation of Pleasants Power Plant to the extent that such Iiabilities are based on facts or circumstances occurring on or after the Pleasants Transfer Date; provided, that such liabilities shall include all liabilities arising on or after the Pleasants Transfer Date to comply with environmental permits and environmental laws (including any post-transfer changes thereto) with respect to the Pleasants Power Plant, including, but not limited to, those with respect to Effluent Limit Guidelines.
(0        The Pleasants Purchase Agreement shall provide that AE Supply shall retain all of its liabilities with respect to coal supply contracts for the Pleasants Power Plant entered into by AE Supply prior to the Pleasants Closing Date; provided, however, that prior to the Pleasants Closing Date, the Debtors shall enter into good faith negotiations with AE Supply's coal supply contract counterparties for the purchase of coal for the Pleasants Power Plant to mitigate any of AE Supply's damages under such coal supply contracts.
(g)      In the event that the Debtors, in consultation with the Committee and the Supporting Parties, decide to pursue a sale of the Pleasants Power Plant to a third party prior to the Pleasants Transfer Date, the FE, Non-Debtor Parties agree to cooperate with the Debtors in connection with any such sale, including by transferring ownership of the Pleasants Power Plant and related assets directly to a third party purchaser, provided. that the liability of AE Supply and FE Corp. in connection with any such sale is not greater than the liabilities AE, Supply and FE Corp. would have incurred in connection with a transfer of the Pleasants Power Plant to the PleasantsPurchaserascontemplatedhereby,and@furtherthatsuchthirdpartyagreesto enter into good faith negotiations with AE Supply's coal supply contract countelparties for the purchase of coal for the Pleasants Power Plant to mitigate any of AE Supply's damages under such coal supply contracts.
(h) FE Corp. shall: (i) fully guaranty the indemnity obligations of AE Supply to the Pleasants Purchaser under the Pleasants Purchase Agreement with respect to AE Supply's obligations in Section 3.1(d) solely with respect to McElroy's Run Impoundment through the closure and remediation of the McE,lroy's Run Impoundment; and (ii) provide a guaranty in an amount equal to $15 million with respect to the indemnity obligations of AE Supply to the Pleasants Purchaser under the Pleasants Purchase Agreement with respect to other retained environmental liabilities (excluding the McElroy's Run Impoundment) in Section 3.1(d) until the third anniversary of the Pleasants Transfer Date. The guarantees contemplated by this Section 3.1(h) shall be in form and substance reasonably acceptable to the Parties and shall be assignable by the Pleasants Purchaser to a subsequent owner of the Pleasants Power Plant.
ARTICLE IV OBLIGATIONS OF THE DEBTORS Section 4.1 Settlement Approval Order. On or prior to August26,20l8, the Debtors shall file the Settlement Motion with the Bankruptcy Court. The Debtors shall serve notice of the Settlement Motion on all of the Debtors' creditors, equity holders, and any other party in interest who would be required to receive notice of a motion to approve the Disclosure Statement under the Bankruptcy Code and the Bankruptcy Rules. The Debtors will obtain the Settlement Approval Order on or prior to September 28, 2018.
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Section 4.2 FES Plans.
(a)    The Debtors shall incorporate the terms of this Agreement, to the extent applicable, into the FES Plans. For the avoidance of doubt, Article VI shall be included in any and all FES Plans.
(b)    The Debtors will collaborate in good-faith with the FE Non-Debtor Parties regarding the timing of the Plan Effective Date in order to aid the FE Non-Debtor Parties' performance under this Agreement.
ARTICLE V BUSINESS SEPARATION Section 5.1 Separation Agreem_ent. On or prior to the Settlement Effective Date, the Debtors, in consultation with the Committee and the Supporting Parties, and the applicable FE Non-Debtor Parties shall enter into the Separation Agreement. The Separation Agreement shall, at a minimum, include the following terms:
(a) FE Corp., FESC and the Debtors, in consultation with the Supporting Parties and the Committee, shall agree to certain parameters with regard to a maintenance agreement, with a mutually agreed upon termination date, pursuant to which FESC will continue to provide the Debtors with those services necessary to maintain plant substations; (b)    The FE Non-Debtor Parties will agree, subject to applicable regulations and required consents, to assume any leasehold interests and permitting requirements with the State of Ohio with respect to the ATSI breakwater project at the Eastlake Facility ry4lgd, however, that the specific identity of the FE Non-Debtor Party who will assume such leasehold interests and permitting requirements shall be determined solely by the FE Non-Debtor Parties; (c)    On the Plan Effective Date, and subject to applicable regulations and required consents, OE will transfer to FG all properties at Hollow Rock related to the W.H.
Sammis Facility that are still in the name of OE; (d)    If permitted by applicable law and subject to applicable regulations and required consents, on the Plan Effective Date, FG      will transfer the North Park Permit to OE; (e)    The FE Non-Debtor Parties and the Debtors shall enter into good-faith negotiations on the terms and conditions of leases, easements, rights of way or other property rights for any properties necessary for the FE Non-Debtor Parties, the Debtors or Reorganized Debtors, as applicable, to continue to conduct their operations in the ordinary course of business; (f)    The FE Non-Debtor Parties shall respond to reasonable information requests from the Debtors and in connection with the Debtors'planning activities to operate their businesses on a standalone basis; and (S)    The FE Non-Debtor Parties will, upon the request of the Debtors, cooperate in good faith and document any other arrangements that the Debtors reasonably 1 flS.sffiFErmh k DEo A SW&- L        F EJE E TD{08/tDE P. B E EII EE'EE  ru0E/Pffi/EL e ffzllflE 5 P EE e $ hft$ 5
 
detemrine are necessary to operate on a standalone basis (such cooperation shall be on a commercially reasonable basis, which may include the incurrence of unreimbursed de minimis expenses (or additional costs to the extent reimbursed by the Debtors) by the FE Non-Debtor Parties, and shall not require the FE Non-Debtor Parties to undertake any action that will cause an adverse effect on, or result in a loss of rights without adequate consideration to, the FE Non-Debtor Parties). The parties to such ancillary agreements will agree upon mutually acceptable consideration for the foregoing, as applicable. The Debtors may consult with the Committee, the Supporting Parties, and their respective professionals regarding such consideration.
Section 5.2 Amended Separation Agreement.
(a)    On the Plan Effective Date, the Debtors and the FE Non-Debtor Parties shall enter into the Amended Separation Agreement. The Amended Separation Agreement shall implement the further separation of the Debtors and their businesses from the FE, Non-Debtor Parties as the Debtor and FE Non-Debtor Party members of the Business Separation Committee deem mutually advisable and commercially reasonable in their separate discretion.
Section 5.3 Business Separation Committee.
(a) On or prior to the Sefflement Effective Date, the Business Separation Committee shall be appointed.
(b)    The duties and responsibilities of the Business Separation Committee shall include, without I imitation :
(i)    determining, reviewing and addressing issues that arise related to the further separation of the Debtors and their operations from the FE Non-Debtor Parties; (ii)    determining, reviewing and addressing any issues related to the terms and conditions of leases, easements, rights of way, or other property rights for any properties necessary for the Debtors, the Reorganized Debtors or the FE Non-Debtor Parties, as applicable, to continue to conduct their operations in the ordinary course of business; (iii)  managing and responding to any reasonable information requests from the Debtors in connection with the Debtors' planning activities to operate their businesses on a standalone basis; and (iv)    implementing the further separation of the Debtors and their businesses from the FE Non-Debtor Parties.
(c)    The members of the Business Separation Committee shall work in good faith to effectuate the further separation of the Debtors and their back office operations from the FE, Non-Debtor Parties.
(d)    The Debtors shall consult with the advisors to the Committee and the Supporting Parties with respect to the matters addressed by the Business Separation Committee.
ARTICLE \rI RELEASES Section 6.1 Part], Releases.
(a) On the Settlement Effective Date and subject to Sections 72.4 and 12.5 of this Agreement, each of the Parties hereto (other than the FE Non-Debtor Parties) shall release the FE, Non-Debtor Released Parties of and from all claims and Causes of Action, that could be asserted against any of the FE Non-Debtor Released Parties by any of the Parties (other than the FE Non-Debtor Released Parties) as of the Settlement Effective Date based on or in any way relating to, or in any manner arising from, in whole or in part, or out of (i) any Debtor, their businesses, or their property; (ii) any claims or Causes of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions or other matters arising in or related to the conduct of the Debtors' business; or (iii) the formulation, preparation, negotiation, dissemination, implementation, administration, or consummation of this Agreement, or other agreement or document related to this Agreement or the claims or Causes of Action resolved by this Agreement.
However, for the avoidance of doubt, (i) each member of the Commiftee in its individual capacity that is not a Signatory hereto shall not be considered a Party to this Agreement that is releasing any liability owed to it by any entity (including, but not limited to, the FE Non-Debtor Parties) and (ii) the Pleasants Purchaser, to the extent not a Party to this Agreement as of the Settlement Effective Date, shall not be considered a party to this Agreement that is releasing any liability owed to it by any entity. For the avoidance of doubt, to the extent that the Pleasants Purchaser is a Party to this Agreement as of the Settlement Effective Date, or subsequently becomes a Party to this Agreement, the Pleasants Purchaser shall not be deemed to have waived any Claim or Cause of Action against any Party related solely to the Pleasants Purchase Agreement pursuant to this Section 6.1 .
(b) The Party Releases shall: (i) be subject to Bankruptcy Court approval (solely with respect to the Debtors and the Committee); and (ii) automatically revoked only upon the termination of this Agreement pursuant to Sections I l.l through I 1.7 of this Agreement, provided, however, that a termination pursuant to Section I I .5 of this Agreement shall only revoke the releases provided in Section 6.1(a) as to the Bruce Mansfield Certificateholders Group.
(c)    In the event that either (i) the Plan Effective Date does not occur on or prior to June 30,2020, or (ii) the Chapter I I Cases convert to cases under chapter 7 of the Bankruptcy Code, the FE Non-Debtor Parties may complete all remaining performance (except to the extent any performance is tendered by the FE Non-Debtor Parties but not accepted by the Debtors or any successor to the Debtors, in which in case the FE Non-Debtors' applicable obligations not accepted will be deemed satisfied) and, upon doing so, shall be entitled in return to performance due by the other Parties under this Agreement, including the Party Releases. For l-Sl$sffiFEmhk DECIAn?9.Q-t          FEIEEtD{08/AfilrtLB EEI[EEEBtOOErAftl]lttLf;rufBSEs PPgEdS&tSs
 
clarification, underthe circumstances of either(i) or(ii) above and FE Corp. electsto tender performance pursuant to this Section 6.1(c): (x) FE Corp. shall be required to perform all of its obligations under this Agreement, including the payment of cash and the New FE Notes related obligations hereunder (except to the extent any performance is tendered by the FE Non-Debtor Parties but not accepted by the Debtors or any successor to the Debtors) and (y) for the purposes of subsequent interpretation of this Agreement, the Plan Effective Date shall be considered to have occurred.
Section 6.2 Customary Releases. To the extent permitted by applicable law, any FES PIan shall provide for the release of the (i) Debtors, (ii) the Supporting Parties, (iii) the Committee, and (iv) each of their respective current and former officers, directors, shareholders, members, employees, advisors attorneys, professionals, accountants, investment bankers, consultants, agents, and other representatives (including their respective officers, directors, employees, members, and professionals), in each instance solely with respect to the Claims or Causes of Action against them solely in their capacity as such.
Section 6.3 Plan Releases.
(a)    Subject to the exception in Section 6.3(b) of this Agreement, any FES Plan will provide the following: without limiting any other applicable provisions of, or releases contained in, this Agreement, or that will be contained in the FES Plans or any Confirmation Orders, as of the PIan Effective Date, in consideration for the obligations of the FE Non-Debtor Parties under this Agreement and the FES Plans and in consideration of the other contracts, instruments, releases, agreements, or documents to be entered into or delivered in connection with this Agreement and the FES Plans, the Debtors, the other Parties and each holder of a Claim against the Debtors will be deemed to forever release, waive and discharge the FE Non-Debtor Released Parties of and from all claims and Causes of Action that could be asserted against, or in any way relating to, or arising out of:
(i)    any Debtor, Reorganized Debtor, their businesses, or their property; (ii)    any Causes of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions and other matters arising in the conduct of the Debtors'business; (iii)  the Bankruptcy Cases; (iv)    theformulation,preparation,negotiation,dissemination, implementation, administration, confirmation, or consummation of any of the FES Plans (or the property to be distributed under the FES Plans), the FES Plan Documents, any contract, employee pension or other benefit plan, instrument, release, or other agreement or document related to any Debtor, the Bankruptcy Cases or the FES Plans, modified, amended, terminated, or entered into in connection with either the FES Plans, or any agreement between the Debtors and any FE Non-Debtor Released Party; or (v)    any other act taken or omitted to be taken in connection with the Bankruptcy Cases, including, without limitation, acts or omissions occurring after the
                                                  - 4t -
 
Plan Effective Date in connection with distributions made consistent with tlre terms of the FES Plans, that such Person has, had, or may have against any FE Non-Debtor Released Party.
(b)    Notwithstanding Section 6.3(a) of this Agreement, the Debtors shall not be required to include the releases described in Section 6.3(a) of this Agreement in an FES PIan related solely to FE Aircraft and / or Norton in the event that FE Aircraft and / or Norton do not have any scheduled, pending, outstanding, or allowed prepetition or Administrative Claims as of June 30,2019.
Section 6.4 Injunction. The releases set forth in Section 6.1 of this Agreement shall be supported by an injunction in the Settlement Approval Order and any Confirmation Orders barring the Debtors and all entities who have held, hold, or may hold Claims against the Debtors, from pursuing, commencing, or continuing in any manner any action or other proceeding against the FE Non-Debtor Released Parties on account of, in connection with or with respect to any Claims or Causes of Action that are released pursuant to such Section. The releases set forth in Section 6.1 and 6.3 of this Agreement shall be supported by an injunction in the Confirmation Orders barring the Debtors and all entities that have held, hold, or may hold Claims against the Debtors, from pursuing, commencing, or continuing in any manner any action or other proceeding against the FE Non-Debtor Released Parties on account of, in connection with or with respect to any claims or Causes of Action that are released pursuant to this Agreement. For the avoidance of doubt, to the extent this Agreement is terminated pursuant to Sections I I .l through 11.4, 11.6, and I1.7 of this Agreement, any injunction contained herein shall be of no effect. If this Agreement is terminated pursuant to Section I 1.5 in accordance with Section ll .7 ,
this injunction shall have no effect with respect to the Bruce Mansfield Certificateholders Group.
Section 6.5 Releases and Excul      ons in the FES Plans. In consideration of the FE Non-Debtor Parties' obligations under this Agreement, the Debtors hereby agree to (a) include the FENon-DebtorReleased Parties and the releases and injunctions contained in Sections 6.1 through 6.4 of this Agreement in the FES Plans and any Confirmation Orders and (b) include the FE Non-Debtor Released Parties in any exculpation provision in the FES Plans and any Confirmation Orders to the extent permitted by applicable law.
Section 6.6 Cooperation. The Debtors and the FE Non-Debtor Parties hereby agree to cooperate to take any actions necessary or appropriate to give effect to the release and injunction provisions contemplated by this Agreement.
Section 6.7 Release Provisions Non-Severable. Subject to the FE Non-Debtor Parties' waiver right in Section 12.8 of this Agreement, the Parties agree that the releases and injunctions set forth in this Article VI of this Agreement constitute material provisions of this Agreement and are non-severable from the other provisions of this Agreement.
Section  6.8 Plan Documents. The Debtors hereby    agree that the FES Plans shall include a provision that the FES Plan Documents shall be consistent    with this Agreement arrd otherwise in fbrm and substance reasonably acceptable to the Committee and the Supporting Parties.
ARTICLE VII CO\TENANTS Section 7.1 Pleadinqs and Notices: FES PIan Sunnoft.
(a)      Upon Execution, none of the Parties shall propose or support a plan of reorganization or liquidation in the Bankruptcy Cases that would (i) be inconsistent with terms    of this Agreement or breach or alter the terms of this Agreement; or (ii) otherwise would have an adverse impact on the FE Non-Debtor Parties in any material respect.
(b) The Debtors agree that the Parties shall have a reasonable opportunity to review (i) the Settlement Motion and any proposed Settlement Approval Order prior to its subrnission to the Bankruptcy Court for entry, and (ii) the FES Plan Documents prior to the Debtors' filing or service of such documents. Any modifications to the Settlement Approval Order shall be acceptable to the FE Non-Debtor Parties in their sole discretion.
(c)      The FES Plans shall incorporate this Agreement as an Exhibit, and the temns of this Agreement shall be described in the FES Plans as integral to and not severable from the FES Plans. Notwithstanding anything to the contrary herein, nothing in the FES Plans or any Confirmatiorr Orders shall limit or impair any relief granted to, or rights of, the FE Non-Debtor Released Parties pursuant to this Agreement or the Settlement Approval Order. The FES Plans will contain as a condition to their effectiveness the effectiveness of this Agreement.
Section 7.2 Covenant Not to Sue. Upon Execution, the Parties hereby covenant not to sue, and shall forebear from instituting or prosecuting any Causes of Action, suit, hearing, or other proceeding of any kind, nature, or character, at law or in equity, against any of the FE Norr-Debtor Released Parties on account of, in connection with, or in any way related to any of the claims or Causes of Action released pursuant to the terms of this Agreement. For the avoidance of doubt, to the extent this Agreement is terminated pursuant to Sections 1 I .l through I 1.4. I 1.6, and I 1.7 of this Agreement, any covenant not to sue contained herein shall be of no effect. If this Agreement is terminated pursuant to Section I I.5 in accordance with Section 11.7, any covenant not to sue contained herein shall have no effect with respect to the Bruce Mansfield Certifi cateholders Group.
Section 7.3 Standsti ll A          and PSA. The Parties reaffirm the extension of the Standstill Agreement and PSA filed on the docket of the Bankruptcy Cases at Docket No. 1084.
Section 7.4 Communications Reearding this AHreement. Upon Execution, the Parties shall coordinate and have an opportunity to review each other's disclosures and press releases regarding this Agreement, and any such disclosures and/or press releases shall be released on a coordinated basis. To the extent any Party to this Agreement is required by applicable law to make any disclosure, such Party will provide the other Parties reasonable advance notice of the content of such disclosure to the extent practicable, and consider any comments to such disclosure in good faith.
Section 7.5 Further Assurances. Each Party shall, at its own expense and upon the reasonable request of another Party, duly execute and deliver, or cause to be duly executed and
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delivered, to such Parfy such further instruments and do and cause to be done such further acts as many be necessary or proper in the reasonable opinion of the requesting Party to carry out the provisions of this Agreement, including the use of reasonable best efforts to obtain the Sefflement Approval Order. To the extent the Debtors, Reorganized Debtors, or the FE, Non-Debtor Parties divest any Affiliate such that the relevant entity no longer falls within the definition of "Affiliate" in this Agreement, the Debtors, the Reorganized Debtors, or the FE Non-Debtor Parties, as appropriate, shall require such Affiliate to separately Execute this Agreement prior to any such divestiture so that such Affiliate shall remain bound by the terms of this Agreement.
ARTICLE VIII TRANSFER OF CLAIMS AND INTERESTS Section 8.1 Transfers of Claims and Interests.
(a)    Until the termination of this Agreement, no Supporting Party shall Transfer any Creditor Claims, in whole or in part to any Person, unless such a Transfer is a Permitted Transfer.
(b) Upon satisfaction of the requirements in Section 8.1(a) of this Agreement, (i) the Permitted Transferee shall be deemed to be a Supporting Party hereunder, and, for the avoidance of doubt, a Permitted Transferee is bound as a Supporting Party under this Agreement with respect to any and all Claims against, or interests in, any of the Debtors, whether held at the time such Permitted Transferee becomes a Party or later acquired by such Permitted Transferee, and (ii) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations, provided, however, that such transferor will not be released from its obligations under Article VI hereof.
(c) Notwithstanding Section 8.1(a) of this Agreement, a Qualified Marketmaker that acquires any Creditor Claims with the purpose and intent of acting as a Qualified Marketmaker for such Creditor Claims shall not be required to execute and deliver to any of the counsel to the Supporting Parties a Transfer Agreement or Joinder Agreement in respect of such Creditor Claims only if (i) such Qualified Marketmaker subsequently transfers such Creditor Claims (by purchase, sale, assignment, participation, or otherwise) within ten (10) business days of its acquisition to a transferee or (ii) the transferee otherwise is a Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute a Transfer Agreement). To the extent that a Supporting Party is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation, or otherwise) any right, title, or interest in Creditor Claims that such Supporting Party acquires in its capacity as a Qualified Marketmaker from a holder of Creditor Claims who is not a Supporting Parfy without regard to the requirements set forth in Section 8.1(a) of this Agreement.
(d)    This Agreement shall in no way be construed to preclude the Supporting Parties from acquiring additional Creditor Claims; provided, however, that (i) any Supporting 1&S6ElFemhk DtuAltzl&7 FEEED&EE l,8 EEIIEEEEIE&EE I,LAA#As                                  P&d5Dt05 l$
 
ParU that acquires additional Creditor Claims, as applicable, after Execution of this Agreement, shall notify counsel to each of the Parties of such acquisition, including the amount of such acquisition, which notice may be deemed to be provided by the filing of a statement with the Bankruptcy Court as required by Rule 2019 of the Bankruptcy Rules, including revised holdings information for such Supporting Party and (ii) such additional Creditor Claims shall automatically and immediately upon acquisition by a Supporting Party be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to the respective counsels to the Parties).
(e) In addition, other than pursuant to a Permitted Transfer, ilfry holder of Creditor Claims shall become a Party, and become obligated as a Supporting Party, if (i) such holder and FE Corp. execute a Joinder Agreement, and shall be deemed a Supporting Party and (ii) such Joinder Agreement is delivered by FE Corp. to counsel to the each of the Parties within three (3) business days following the execution thereof.
(0      Any Transfer made in violation of this Article VII sha(( be null and vqid ab initio. Any Supporting Party that effectuates a Permitted Transfer to a Permitted Transferee shall have no liability under this Agreement arising from or related to the failure of the Permitted Transferee to comply with the terms of this Agreement.
(g)    Notwithstanding anything to the contrary herein, if a Supporting Party effects the Permitted Transfer of all of its Creditor Claims in accordance with this Agreement, such Supporting Party shall cease to be a Party to this Agreement in all respects and shall have no further obligation hereunder.
ARTICLE IX REPRE SENTATION S AND WARRANTIE                  S Section 9.1 Representations and Warranties of the Debtors.
(a)    The Debtors are duly organized, validly existing, and in good standing under the laws of their jurisdictions of formation.
(b)    Subject to Bankruptcy Court approval, the Debtors possess all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
(c)    Subject to Bankruptcy Court approval, FES possesses all requisite power and authority necessary to (i) bind itself and each of its subsidiary Debtors to the ternrs of this Agreement and (ii) enter into this Agreement on behalf of itself and each of its subsidiary Debtors.
(d) Subject to Bankruptcy Court approval, FENOC possesses all requisite power and authority necessary to (i) bind itself to the terms of this Agreement and (ii) enter into this Agreement on behalf of itself.
(e)    Subject to the entry of the Settlement Agreement Order, this Agreement, when Executed and delivered by the Debtors in accordance with the terms hereof, shall constitute a valid and binding obligation of the Debtors, enforceable in accordance with its terms.
(f)    The Execution, delivery, and perforrnance by the Debtors of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the Debtors, do not and shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, or both), (iii) give any third party the right to modify, terminate, or accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval, exemption, or other action by or notice or declaration to, or filing with, any Governmental Entity (other than such authorization, consent, approval, exemption, or other action the failure to obtain, satisfr, or comply with, as the case may be, which will not affect the validity or enforceability of the Agreement or have a material adverse effect on the Debtors' ability to perform their obligations under this Agreement), with the exception of any authorizations, consents, approvals, exemptions, or other actions by or notice or declaration to, or filing with, any Governmental Entity in connection with any transfer or other transaction related to the Pleasants Power Plant pursuant to (A) the organizational documents of the Debtors, (B) any law to which the Debtors are subject, or (C) any material agreement, instrument, order, judgment, or decree to which the Debtors are subject.
Section 9.2 Representations and Warranties of the FE Non-Debtor Parties.
(a) FE Corp., FESC, and AE Supply are duly organized, validly existing, and in good standing under the laws of their jurisdictions of formation.
(b)    FE Corp. possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement on behalf of itself and its direct and indirect non-Debtor subsidiaries.
(c)    FE Corp. possesses all requisite power and authority necessary to (i) bind each of the FE Non-Debtor Parties to the terms of this Agreement and (ii) enter into this Agreement on behalf of the FE, Non-Debtor Parties.
(d)    Subject to the entry of the Settlement Approval Order, this Agreement, when Executed and delivered by FE Corp. in accordance with the terms hereof, shall constitute a valid and binding obligation of the FE, Non-Debtor Parties, enforceable in accordance with its terms.
(e)    The Execution, delivery and perforrnance by FE Corp. of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the FE Non-Debtor Parties, do not and shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, or both), (iii) give any third party the right to modify, terminate, or accelerate any obligation under, (iv) result in a violation of or (v) require any authorization, consent, approval, exemption, or other action by or notice or declaration to, or filing with, any Covernmental Entity (other than such authorization, consent, approval, exemption, or other action the failure to obtain, satisfy, or comply with, as the case may be, which will not affect the validity or enforceability of the Agreement or have a material adverse effect on the FE Non-Debtor Parties' ability to perform their obligations under this Agreement), with the exception of any authorizations, consents, approvals, exemptions, or other actions by or notice or declaration to, or filing with, any Governmental Entity in connection with any transfer or other transaction related to the Pleasants Power Plant, pursuant to (A) the organizational documents of the FE Non-Debtor Parties, (B) any law to which the FE Non-Debtor Parties are subject, or (C) any material agreement, instrument, order, judgment, or decree to which the FE Non-Debtor Parties are subject.
Section 9.3 Renresentations and Warranties      the Ad Hoc Noteholders Groun.
(a)    Each member of the Ad Hoc Noteholders Group is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
(b) Each member of the Ad Hoc Noteholders Group possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
(c)    The Ad Hoc Noteholders Group will file a notice pursuant to Bankruptcy Rule 2019 disclosing their holdings as of the Execution of this Agreement as soon as is practicable but no later than l4 days after the Execution of this Agreement.
(d)    At the time of Execution, the Ad Hoc Noteholders Group constitutes the Requisite Noteholders.
(e)    Subject to the entry of the Settlement Approval Order, this Agreement, when Executed and delivered by each member of the Ad Hoc Noteholders Group in accordance with the terms hereof, shall constitute a valid and binding obligation of such member of the Ad Hoc Noteholders Group, enforceable in accordance with its terms.
(0 The Execution, delivery and performance by the members of the Ad Hoc Noteholders Group of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the members of the Ad Hoc Noteholders Group, do not and shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, or both), (iii) give any third party the right to modify, terminate, or accelerate any obligation under, (iv) result in a violation of or(v) require any authorization, consent, approval, exemption, orotheraction by ornotice or declaration to, or filing with, any Governmental Entity pursuant to (A) the organizational documents of the members of the Ad Hoc Noteholders Group, (B) any law to which any of the members of the Ad Hoc Noteholders Group are subject, or (C) any material agreement, instrument, order, judgment, or decree to which any of the members of the Ad Hoc Noteholders Group are subject.
Section 9.4 Representations and Warranties of the Bruce Mansfield Certificateholders Group (a)    Each member of the Bruce Mansfield Certificateholders Group is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
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(b)    Each member of the Bruce Mansfield Certificateholders Group possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
(c)    The Bruce Mansfield Certificateholders Group will file a notice pursuant to Bankruptcy Rule 2019 disclosing their holdings as of the Execution of this Agreement as soon as is practicable but no later than l4 days after the Execution of this Agreement.
(d)    At the time of Execution, the Bruce Mansfield Certificateholders Group constitutes the Requisite Certificateholders.
(e)    Subject to the entry of the Settlement Approval Order, this Agreement, when Executed and delivered by each member of the Bruce Mansfield Certificateholders Group in accordance with the terms hereof, shall constitute a valid and binding obligation of such member of the Bruce Mansfield Certificateholders Group, enforceable in accordance with its terms.
(0 The Execution, delivery and perforrnance by the members of the Bruce Mansfield Certificateholders Group of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the members of the Bruce Mansfield Certificateholders Group, do not and shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, orboth), (iii) give anythird partythe rightto modify, terminate, oraccelerate any obligation under, (iv) result in a violation of or (v) require any authorization, consent, approval, exemption, or other action by or notice or declaration to, or filing with, any Governmental Entity pursuant to (A) the organizational documents of the members of the Bruce Mansfield Certificateholders Group, (B) any law to which any of the members of the Bruce Mansfield Certificateholders Group are subject, or (C) any material agreement, instrument, order, judgment, or decree to which any of the members of the Bruce Mansfield Certifi cateholders Group are subject.
Section 9.5 Representations and Wamanties of the Committee (a)    The Committee possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
(b)    Subject to the entry of the Sefflement Approval Order, this Agreement, when Executed and delivered by the Commiffee in accordance with the terms hereof, shall constitute a valid and binding obligation of the Committee, enforceable in accordance with its terms.
(c)    The Execution, delivery and performance by the Committee of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the Committee, do not and shall not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice, or both), (iii) give any third party the right to modify, terminate, or accelerate any obligation under, (iv) result in a violation of or (v) require any authorization, consent, approval, exemption, or other action by or notice or declaration to, or filing with, any Governmental Entity pursuant to (A) the organizational documents of the Committee, (B) any law to which the Committee is subject, or (C) any material agreement, instrument, order, judgment, or decree to which the Committee is subject.
ARTICLB X CONDITIONS TO THE SETTLEMENT EFFECTIVE DATE & PLAN EF'FECTIVE DATE Section I 0.1 Conditions to the Settlement Effective Date. The Settlement Effective Date is subject to the satisfaction of each of the following conditions unless waived in accordance with the provisions of Section 10.3:
(a)    The Bankruptcy Court shall have approved the Amended SSA and the Separation Agreement on or prior to September 28, 2018 (the Parties having agreed by execution of this Agreement that the Amended SSA and the Separation Agreement shall be submitted to the Bankruptcy Court no later than ten (10) days prior to the hearing on the Settlement Motion).
(b)    The Bankruptcy Court shall have entered the Settlement Approval Order on the docket of the Bankruptcy Cases on or prior to September 28, 2018, and the Settlement Approval Order shall contain the releases, covenants not to sue, and injunctions required by and consistent with the terms of this Agreement.
(c)    The Debtors and the FE, Non-Debtor Parties shall have performed in all material respects the covenants and agreements that are required to be performed by such Party on or prior to the Settlement Effective Date.
(d)    Each of the representations and warranties of each Party in Article IX of this Agreement shall be true and correct on the date this Agreement is Executed, other than inaccuracies that do not materially impair such Party's ability to perform its obligations under this Agreement.
Section 10.2 Conditions to Plan Effective Date. The Plan Effective Date is subject to the satisfaction of each of the following conditions unless waived in accordance with the provisions of Section 10.3 of this Agreement:
(a)    Reserved.
(b)    The Settlement Approval Order shall be a Final Order (c)    Any provisions in the FES Plan Documents that relate to, impact, or reasonably could be expected to impact the Party Releases or the Plan Releases shall be consistent with this Agreement and otherwise in form and substance acceptable to the FE Non-Debtor Parties in their sole discretion.
(d) Any provisions, other than the provisions discussed in Section 10.2(c) of this Agreement, in the FES Plan Documents that relate to this Agreement shall be consistent with i:' "f 1&S'6EEer rk DtuA5zl4l FEEEID&PES8 EEIIERBED&EE 1UYA4W5 P&E66am5
 
this Agreement and otherwise in form and substance reasonably acceptable to the FE Non-Debtor Parties and the Debtors.
(e)    Any FES Plan for a Debtor, each consistent in form and substance with the terms of this Agreement, shall include the releases and other provisions set forth in Sections 6.1 through 6.7 of this Agreement and shall have been confirmed by the Bankruptcy Court in a Final Order. Notwithstanding the proceeding sentence, the Debtors shall not be required to include the releases and other provisions set forth in Section 6.3(a) of this Agreement in an FES Plan related solely to FE Aircraft and / or Norton in the event that FE Aircraft and / or Norton do not have any scheduled, pending, outstanding, or allowed prepetition or Administrative Claims as of June 30,2019.
Section 10.3 Satisfaction and Waiver of the Conditi ons to the Settlement Effective Date and Plan Effective Date.
(a)    The conditions set forth in Sections 10.2(b), 10.2(c) and 10.2(e) of this Agreement may only be waived upon the written consent of the FE Non-Debtor Parties and no other consent or waiver by any other Party shall be required or effective.
(b)    The conditions set forth in Sections l0.l and 10.2(d), may be waived upon the written consent of both the FE Non-Debtor Parties and the Debtors (the Debtors shall consult with the Committee and the Supporting Parties); provided, that in the case of the condition set forth in Section l0.l (c) or Section I 0.1(d), such condition can be waived without the consent of the breaching Party. Consent to such waiver shall not be required from any other Party.
ARTICLE XI TBRMINATION Section l1.l Termination Prior to the Plan Effective Date. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time prior to the PIan Effective Date by unanimous written consent of all of the Parties. The consent of the Ad Hoc Noteholders Group and the Bruce Mansfield Certificateholders Group shall be effective upon the written consent of the Requisite Noteholders and the Requisite Certificateholders, respectively.
Section  1 1.2 Termination by FE Corp.
(a)    Notwithstanding any other provision of this Agreement, this Agreement may be terminated by FE Corp. in accordance with Section I 1.7 of this Agreement, in the event FE Corp. elects not to waive any of the following pursuant to Section 12.8 of this Agreement:
(a) the failure of the Debtors to obtain the Settlement Approval Order on or prior to September 28, 2018, pursuant to Section 4.1 of this Agreement, (b) a Condition Failure Scenario, or (c) an Adverse Ruling.
(b)    Upon the termination of this Agreement by FE Corp. in accordance with Section 11.7, the Party Releases provided by Section 6.1 shall be automatically revoked and the FE Non-Debtor Parties shall additionally be entitled to reimbursement on a superpriority administrative basis for, and shall have an allowed super-priority Administrative Claim for, the l&S$ffiEEmhk        DEoAg?9.4-1. FEIEEIDOE/EHfiIB,hEEmEEEBD4E/&tl#l-8.AZElge5                PEE568t05
 
actual costs of goods and services provided to the Debtors under this Agreement or the Amended SSA. For purposes of this Agreement, "superpriority administrative basis" means payment on a pari passu basis with all other superpriority administrative expense claims and senior and prior to any and all other pre-petition and post-petition Claims of whatever nature or kind, including, without limitation, any claims under section 503(b) or 507 of the Bankruptcy Code.
Section I 1.3 Termination by the Debtors.
(a)      Notwithstanding any other provision of this Agreement, this Agreement may be terminated by the Debtors in accordance with Section 11.7 of this Agreement upon the occurrence of a Fundamental Default provided that Section 12.4 or 12.5 of this Agreement is satisfi ed, as applicable.
(b)      Upon the termination of this Agreement by the Debtors in accordance with Sections I 1.3(a) and I 1.7: (i) the Party Releases provided by Section 6.1 shall be automatically revoked, (ii) the FE, Non-Debtor Parties shall not be provided the allowed superpriority administrative claim described in Section 11.2(b) of this Agreement; and (iii) the FE Non-Debtor Parties shall be permitted to assert any Claim pursuant to the terms of Section 2.7(e) of this Agreement.
Section 11.4                  the Commiffee and the (a)      Notwithstanding any other provisions of this Agreement, this Agreement may be terminated by the Committee or the Supporting Parties in accordance with Section I1.7 in the event: (i) the Committee and the Supporting Parties are granted authority to pursue rights and remedies under this Agreement pursuant to Section 12.9 of this Agreement and (ii) as a result of the pursuit of such rights and remedies, the conditions for termination provided by Sections 12.4 or 12.5 of this Agreement are satisfied, provided, however, that any action taken by any of the Supporting Parties under this Section I 1.4 may only be taken by the consent of the Requisite Noteholders or Requisite Certificateholders, as applicable.
(b)      Upon the termination of this Agreement by the Committee or the Supporting Parties in accordance with Sections I I.a (a) and I 1.7: (i) the Party Releases provided by Section 6.1 shall be automatically revoked, (ii) the FE Non-Debtor Parties shall not be provided the allowed superpriority administrative claim described in Section I 1.2(b) of this Agreement; and (iii) the FE Non-Debtor Parties shall be permitted to assert any Claim pursuant to the terms of Section 2.7 (e) of this Agreement.
Section I 1.5 Termination by the Requisite Certificateholders and the Effect Thereof.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated, solely as to the Bruce Mansfield Certificateholders Group, by the Requisite Certificateholders, if the Mansfield Settlement shall not have been approved by Final Order of the Bankruptcy Court on or prior to Plan Effective Date. In such an event: (a) only the releases provided by the Bruce Mansfield Certificate Holder Group pursuant to Section 6.1 of this Agreement shall be revoked, (b) this Agreement shall not terminate as to the other Parties in any respect, and (c) the releases provided in Section 6.1 of this Agreement, other than those provided by the Bruce Mansfield Certificateholders Group, shall renrain in full force and effect.
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Section I 1.6 Outside Date. If the Settlement Effective Date has not occurred by March 3l ,2A 19, or if the Plan Effective Date has not occurred by July 31,2020, Bhy of the Parties may unilaterally terminate the Agreement in accordance with Section I 1.7. Upon the termination of this Agreement by any Party due to the fact that the Plan Effective Date has not occurred by July 31,2020, the FE Non-Debtor Parties may complete all remaining performance (except to the extent any performance is tendered by the FE, Non-Debtor Parties but not accepted by the Debtors or any successor to the Debtors within 30 days of the effect of such termination, in which in case the FE Non-Debtors' applicable obligations not accepted will be deemed satisfied) and, upon doing so, shall be entitled in return to performance due by the other Parties under this Agreement, including the Parry Releases. For clarification, under the circumstances that a Party terminates this Agreement due to the fact that the Plan Effective Date has not occurred by July 31,2020 and FE Corp. elects to tender performance pursuant to this Section 1 1.6: (a) FE Corp.
shall be required to perform all of its obligations under this Agreement, including the payment of cash and the New FE Notes related obligations hereunder (except to the extent any performance is tendered by the FE, Non-Debtor Parties but not accepted by the Debtors or any successor to the Debtors); and (b) for the purposes of subsequent interpretation of this Agreement, the Plan Effective Date shall be considered to have occurred.
Section I 1.7 Method of Termination. If any Party determines to terminate this Agreement pursuant to its rights provided by Sections I 1.2 through 1 1.6 of this Agreement, such Party shall send written notice of such termination, which shall include any and all bases for such termination, to each of the Parties, and such termination shall be effective five business days after receipt of such written notice except in the case that a right to terminate this Agreement arises in accordance with Section l2.a(c) of this Agreement. The Parties agree that if any Party seeks relief from the Bankruptcy Court upon receipt of a notice provided pursuant to this Section 11.7, the Parties will agree that such relief will be adjudicated on an expedited basis.
Section 1 I .8 Effect of Termination. If this Agreement is terminated in accordance with Section 1 I .7 (other than as a result of a termination by the Bruce Mansfield Certificateholders Group pursuant to Section I 1.5, the effect of which shall be governed by Section I 1.5), this Agreement shall forthwith become null and void and of no further force and effect (other than the provisions of this Article XI, all of which shall survive termination of this Agreement), and there shall be no liability on the party of the Parties hereunder except as explicitly set forth herein; provided, however, that nothing herein shall relieve any Party from any liability for any breach of this Agreement prior to such termination.
ARTICLE XII DISPUTE RESOLUTION PROCEDURES Section 12.1 General. The Dispute Resolution Procedure s in this Article XII shall govern any dispute under this Agreement. The Parties agree that revocation of the Party Releases shall only occur in the event that a Party terminates this Agreement in accordance with Article XI of this Agreement, I
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Section 12.2 Notice of, and Opportunity to Cure, a Fundamental Default.
(a)      If any Party believes that the FE Non-Debtor Parties have committed a Fundamental Default, that Party must deliver a Default Notice to each of the other Parties within 14 days of learning of the occurrence of the applicable Fundamental Default. In the event that such Party fails to deliver a Default Notice to each of the other Parties within l4 days of learning of the occurrence of the Fundamental Default, only such Party shall be deemed to have waived such Fundamental Default.
(b)      A Default Notice must: (i) identify    separately and with specificity each and every Fundamental Default of which the non-defaulting Party is aware; (ii) for each Fundamental Default, identify the date on which the non-defaulting Party learned of the default and (iii) for each Fundamental Default, describe the actions that the Party contends would constitute a cure of the identified Fundamental Default. No Party may deliver a Default Notice regarding a Fundamental Default previously included in a Default Notice delivered by any ParR (c) Upon receipt of a Default Notice regarding an alleged Fundamental Default, the FE Non-Debtor Parties shall have the following amounts of time to cure such a default according to the terms of the Default Notice:
(i)    5 business days to cure the failure to pay the Settlement Cash when due pursuant to SectionZ.l of the Agreement; (ii)    l0  business days to cure the failure to issue the New FE Notes pursuant to the terms and conditions set forth in Section2.4 of the Agreement; ry4lgd that such cure period shall be 5 business days with respect to the failure to make the Upfront Payment pursuant to the terms and conditions set forth in Section 2.4 of this Agreement; (iii) l0 business days to cure the failure to make any undisputed quarterly payment, including any payment related to the reversal of the 2018 Tax Setoff, or any payment related to the filing of the federal tax return under the Tax Allocation Agreement when obligated for the tax year 2018, and any future tax year, if any, during which a Debtor (or its income and losses) is included on the FE Consolidated Tax Group tax return; (iv)    l0  business days to cure any failure to substantially perform under the Amended SSA; (v) 30 business days to cure taking of the Worthless Stock Deduction in violation of Section 2.3(a)(iii) of the Agreement, the cure for such default being the filing of an amended tax return and the taking of any other necessary action; and (vi)    45 business days to cure the failure to transfer the rights, title and interests in the Pleasants Power Plant and related assets to the Debtors' estates due to the FE, Non-Debtor Parties' breach of the Pleasants Purchase Agreement, as described in Section 3.1 of this Agreement (including the transfer of the beneficial ownership of the 1- &S$ffiFErah k      DEo  A gM&-t    F EIE EIm4E/AfillIt B E E mE E E E mdE/AffiE[ L8?E,955    PPSH    64 6ffi 5
 
Pleasants Power Plant on the Pleasants Transfer Date through a lease, cost-based power purchase agreement, or other mutually agreed upon arrangement).
(vii)  30 business days to cure all other Fundamental Defaults.
Section 12.3 Plan Effective f)ate Insufficiencv Notice.
(a)      In the event that, after receipt of a Plan Effective Date Notice, the FE Non-Debtor Parties believe, in their reasonable judgment, that the conditions of Section 10.2 of this Agreement will not be met by the proposed PIan Effective Date listed in the Plan Effective Date Notice, the FE Non-Debtor Parties shall provide the other Parties with a PIan Effective Date Insufficiency Notice no later than: (i) 14 days prior to the proposed Plan Effective Date listed in the Plan Effective Date Notice; or (ii) as soon as practicable if the FE Non-Debtor Parties reach such judgment less than l4 days prior to the proposed PIan Effective Date listed irr the Plan Effective Date Notice.
(b)      The Plan Effective Date Irrsufficiency Notice shall srve as notice that the FE Non-Debtor Parties reasonably believe that they are not required to tender the perforrnance due on the Plan Effective Date pursuant to this Agreement.
(c)      In the event that the FE Non-Debtor Parties deliver a Plan Effective Date Insufficiency Notice that is disputed by the Debtors: (i) the Parties agree that the Bankruptcy Court will determine whether the conditions contained in Section I0.2 of this Agreement have been satisfied; (ii) the Parties agree that the hearing regarding whether the conditions contained in Section 10.2 of this Agreement shall be scheduled on an expedited basis; and (iii) the Plan Effective Date may not occur until the Bankruptcy Court holds that the corrditions contained in Section 10.2 of this Agreement have been satisfied or if the Parties agree that the conditions have been satisfied, provided, that, if the Bankruptcy Court holds that the conditions of Section 10.2 of this Agreement have been satisfied, the Parties will cooperate to schedule the Plan Effective Date with the goal of allowing each Party to perform its obligations due on the Plan Effective Date.
Section 12.4 Resolution of Class    A Fundamental Defaults.
(a)      Subject to the exception discussed in Section 12.4(c) of this Agreement, in the event that: (i) a proper Default Notice alleging a Class A Fundamental Default has been served on the Parties and (ii) such Class A Fundamental Default is not cured within the time frame provided in Section 12.2(c) of this Agreement, any Party may file a motion in the Bankruptcy Cases seeking the Bankruptcy Court's determination regarding whether a Class A Fundamental Default as described in the Default Notice has occurred. The Parties agree that an evidentiary hearing regarding whether a Class A Fundamental Default has occurred shall be scheduled at the Bankruptcy Court's earliest convenience.
(b)      In the event that a Party files a motion pursuant to Section 17.4(a) of this Agreement and the Bankruptcy Court rules that the FE Non-Debtor Parties have committed a Class A Fundamental Default, the Debtors, in consultation with the Committee and the Supporting Parties, or the Committee and/or the Supporting Parties if granted authority to pursue rights and remedies under this Agreement pursuant to Section 12.9 of this Agreement, may either l tt$$ffiEErah    k DEo  A SM    L F ffi.E uD oEHll1HB    E E mE E E B tD48#f/flfit & 82!1.fr8 5 P EgH S S AtS 5
 
(i): terminate this Agreement pursuant to Sections I 1.3 and I 1.4, as applicable, and I 1.7; or  (ii) seek specific performance of the Class A Fundamental Default. For the avoidance of doubt, nothing herein shall preclude the Debtors from seeking specific performance or any other remedies against the FE Non-Debtor Parties for a Class A Fundamental Default,          @.d, however, that if the Debtors elect to receive specific performance, and the FE Non-Debtor Parties perform, the Party Releases shall not be revoked.
(c)    Solely in tlre event that: (i) a Class A Fundamental Default occurs on the Plan Effective Date;  (ii) (A) the FE Non-Debtor Parties did not provide a Plan Effective Date Insufficiency Notice pursuant to Section 12.3 of this Agreement prior to the Plan Effective Date, or, (B) if the FE Non-Debtor Parties did provide such notice, the Bankruptcy Court subsequently ruled that the conditions provided in Section 10.2 of this Agreement have been satisfied, and (iii) the FE, Non-Debtor Parties either: (x) in the case of (ii)(A) above, do not cure such Class A Fundamental Default within the applicable time frame provided by Section 12.2(c) of this Agreement or such other time as the Bankruptcy Court may order prior to the expiration of applicable the cure period set forth in Section 12.2(c) or (y) in the case of (iiXB) above, fail to reasonably cooperate in scheduling the Plan Effective Date pursuant to Section 12.3 of this Agreement or perform its obligations due on the mutually agreed upon Plan Effective Date, the Debtors may declare that a Class A Fundamental Default has occurred and, in consultation with the Cornrnittee and the Supporting Parties, immediately terminate this Agreement, notwithstanding the provisions of Section I 1.7 of this Agreement.
Section 12.5 Resolution of Class B Fundamental Defaults.
(a)    The Parties agree that if the Bankruptcy Court determines that a Class B Fundamental Default has occurred, the Bankruptcy Court must also determine the actions, or set fbfth a process for determining, payments, or combination thereof that will cure that default.
(b)    In the event that: (i) a proper Default Notice alleging a Class B Fundamental Default is provided to the Parties and (ii) the FE Non-Debtor Parties do not cure such Class B Fundamental Default pursuant to the Default Notice within the time frames provided by Section 12.2(c) of this Agreement, the Party who provided the Default Notice may file a motion in the Bankruptcy Cases for a determination of: (i) whether a Class B Fundamental Default Occurred and (ii) the proper cure of such Class B Fundamental Default. The Parties agree that an evidentiary hearing regarding whether a Class B Fundamental Default has occurred and the proper cure of such Class B Fundamental Default shall be scheduled on an expedited basis, with the goal of having such hearing within 45 days of the expiration of the cure period provided by Section 12.2(c) of this Agreement.
(c)    In the event that a Party files a motion in the Bankruptcy Court pursuant to Section 12.5(b) of this Agreement and the Bankruptcy Court determines: (i) that a Class B Fundamental Default has occurred; and (ii) the proper cure of such Class B Fundamental Default, the FE, Non-Debtor Parties shall have ten business days, or such otlrer time deemed reasonable by the Bankruptcy Court, to comply with the Bankruptcy Court's order. In the event that the FE Non-Debtor Parties do not comply with Bankruptcy Court's order within such time frame, the Debtors, in consultation with the Committee and the Supporting Parties, or the Committee and/or the Supporting Parties if granted authority to pursue rights and remedies under 1 &S,6-ffiFEmhk    D nb e S.4t4-  1  F EIE E tDOE/An&  B  EE IIEE E E tDOE/E/tl/EL & A239E 5 PPgEj 6  6&tS5
 
tlris Agreement pursuant to Section 12.9 of this Agreement, may terminate this Agreement in accordance with Sections I 1.3 and 11.4, as applicable, and I 1.7.
Section I2.6 Other Defaults.
(a)    If any Party believes that another Party is in default of its obligations under the Agreement, other than a Fundamental Default, that Party must deliver a Default Notice within 21 days of learning of the occurrence of the applicable default. The Default Notice must:
(i) identify separately and with specificity each and every default of which the non-defaulting Party is aware; and (ii) for each default, identify the date on which the non-defaulting Party learned of the default. In the event that such Party fails to deliver a Default Notice to each of the other Parties within 2l days of learning of the possible occumence of a default other than a Fundamental Default, only such Party shall be deemed to have waived such default.
(b)    Upon receipt of a Default Notice, the defaulting Party shall have the Cure Period to cure such default through performance of the applicable obligation or covenant.
(c)      If a default identified in a Default Notice is not cured under Section 12.6{b) of this Agreement within the Cure Period, the defaulting Party, the non-defaulting Party who provided the Default Notice and any other non-defaulting Party who chooses to participate shall, for a period of I0 days, engage in good faith discussions and negotiations in an attempt to resolve the default and any disputes related to the Default Notice. If, after that l0-day period, the defaulting Party and the non-defaulting Party who provided the Default Notice have been unable to reach a resolution, the Party who provided the Default Notice may file a motion in the Bankruptcy Cases for a determination of whether a default as described in the Default Notice has occurred.
Section 12.7 Resolution of Other Defaults.
(a)    The Parties agree that if the Bankruptcy Court determines that a default (other than a Fundamental Default) under the Agreement has occurred, the Bankruptcy Court must also determine the actions, payments, or combination thereof that the Bankruptcy Court finds will cure that default.
(b) If the Bankruptcy Court enters an order determining that a Party is in default, but not because of a Fundamental Default, of its obligations under the Agreement, the defaulting Party may, in its sole discretion, perform the actions, payments or combination thereof that the Bankruptcy Court finds in such order will cure that default unless such Party obtains a stay pending the Party's appeal of the decision of the Bankruptcy Court.
Section 12.8 Settlement Effective Date, Condition Failure Scenarios. or Adverse Rulinss. Upon the learning of the occurrence or existence of: (a) the failure of the Debtors to obtain the Settlement Approval Order on or prior to September 28, 2018, pursuant to Section 4.1 of this Agreement, (b) a Condition Failure Scenario, or (c) an Adverse Ruling, the FE Non-Debtor Parties or the Debtors, as applicable, inust promptly provide written notice of such occumence to the other Parties. Upon receipt of such written notice by all of the applicable Parties, the FE Non-Debtor Parties shall then have 30 days to determine, in their sole discretion, whether (i) to waive the occuffence described in (a), (b), or (c) in the preceding sentence or (ii) to 1- ft{$sffiFEmh k      D Eo A 5W4- L F EIEE tDOS/8n#[ I      IEE l[EE E E tD4fl/tP/tl#l- flEP3; .ns P PgE 6 E $ffi 5
 
terminate this Agreement in accordance with Section 1 1.2 of this Agreement. In the event that the FE, Non-Debtor Parties do not terminate this Agreement in accordance with Section I1.2 within 30 days of the receiptof written notice of such occurrence, such occurrence (including all underlying facts and events) will be deemed waived by the FE Non-Debtor Parties for all purposes hereunder; provided, however, that notwithstanding the expiration of the foregoing 30-day period, the FE Non-Debtor Parties shall not be deemed to waive any rights under Section I 1.6. For the purposes of this Section 12.8 the Debtors and the FE Non-Debtor Parties agree that they will not take the position that this Section 12.8 is not binding due to the Settlement Approval Order having not been entered.
Section 12.9 Controlling Partv. In the event of any dispute between the FE Non-Debtor Parties, on the one hand, and any of the other Parties, on the other hand, subject to the provisions of this Article XII, the Debtors shall have the sole and exclusive right to act on behalf of all Parties other than the FE, Non-Debtor Parties for all purposes under this Article XII, including, for the avoidance of doubt, the exercise of rights and remedies against the FE Non-Debtor Parties as set forth in this Article XII; provided, that the Debtors shall consult with the Committee and the Supporting Parties in connection with any such actions, and providgd, further, that the Committee and the Supporting Parties may petition the Bankruptcy Court for the right to pursue rights and remedies to the extent the Committee or the Supporting Parties believes that the Debtors are failing to proceed in a commercially reasonable manner in respect of enforcing any rights or remedies under this Agreement; and pfovided, further. that the Committee and the Supporting Parties may seek relief against the Debtors under the provisions of this Article XII for any defaults by the Debtors under this Agreement.
ARTICLE XIII MISCELLANEOUS Section l3.l Relationship of the Parties.
(a)    The Parties agree that in performing their obligations hereunder, each shall be considered an independent party, and not the agent, servant, or employee of any other Party.2 (b)  Nothing contained in this Agreement shall be construed to constitute or create  a joint venture, trust, partnership, fiduciary relationship, or other relationship among the Parties for any purpose (including without limitation for any tax purpose) whereby any Party would be liable for the acts and deeds of any other Party.
(c)  Nothing contained in this Agreement, including the FE Non-Debtor Parties' payment obligations under Article II hereof, shall create any third party beneficiary rights in any other Person.
r To be discussed.
Section 13.2 No Admissions.
(a)    The FE Non-Debtor Released Parties deny all charges of wrongdoing or Iiability with respect to each and all of the Claims, Causes of Action, contentions that were alleged or that could have been alleged by the Debtors their estates or creditors with respect to the various disputes resolved pursuant to this Agreement, and the claims and Causes of Action released pursuant to the terms of this Agreement.
(b)    This Agreement, the fact of its existence, any documents related hereto the Settlement Approval Order and the FES Plan Documents shall in no event be deemed a presumption, concession, or admission by the FE Non-Debtor Released Parties of (i) any fault, liability, or wrongdoing as to any facts, Claims or contentions that have been or might be alleged or asserted in connection with the various disputes that are the subject of this Agreement and the released Causes of Action or (ii) any infirmity in the defenses that the FE Non-Debtor Released Parties could have asserted, and shall not be interpreted, construed, deemed, invoked, offbred, or received in evidence or otherwise used in any manner by any Person, or in any other action or proceeding, whether civil, criminal, or administrative, for any purpose other than to enforce the terms of this Agreement, and for the FE Non-Debtor Released Parties to argue that it has res judicata, collateral estoppel, or other issue or claim preclusion effect.
Section 13.3 Fees and Expenses. The Parties shall each be responsible for their respective fees and expenses incurred in connection with the negotiation, Execution, and implementation of this Agreement, except to the extent that the Debtors (a) have contracted to pay any Party's expenses pursuant to a separate agreement or (b) are required to pay such expenses under applicable bankruptcy law. The Parties reserve all rights to seek attorneys' fees pursuant to the Federal Rules of Civil Procedure or applicable law.
Section 13.4 Privilege. Notwithstanding the language of this Agreement, nothing herein shall be interpreted to require the Parties to waive or to have effectuated a waiver of any claim of aftorney-client privilege, attorney work product, or other applicable privilege that may apply to any document or information.
Section 13.5 Successors and Assiqns. This Agreement is interrded to bind and inure to the benefit of each of the Parties and each of their respective successors, assigns, heirs, executors, administrators, and representatives.
Section 13.6 Governing Law: Jgrisdiction. This Agreement will be governed by the laws of the State of Ohio (or federal law, where applicable), without regard to its conflicts of laws principles that would require the law of another jurisdiction to be applied. For so long as the Bankruptcy Cases remain open, the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of, and related to disputes arising in connection with the interpretation, implementation, or enforcement of this Agreement. Each of the Parties irrevocably (a) submits and consents in advance to the exclusive jurisdiction of the Bankruptcy Court solely for the purposes described in the preceding sentence; and (b) waives any objection that such Party may have based upon lack of personal jurisdiction, improper venue, forum non conveniens, or the Bankruptcy Court's lack of subject matter jurisdiction. After the close of the Bankruptcy Cases, the United States District Court for the Northern District of Ohio shall have exclusive l ttSs-ffiFEmh k      D Eo A nW$-L    F EJE E UDr08ffi6fil- B E ENEE E E tD4E/A,tL& &8%W5      P ASq E g 0ffi 5
 
jurisdiction of all matters arising out of, and related to, disputes arising in connection with the interpretation, implementation, or enforcement of this Agreement, and each of the Parties irrevocably (a) submits and consents in advance to the exclusive jurisdiction of that court solely for the purposes described in this sentence; and (b) waives any objection that such Party may have based upon lack of personal jurisdiction, improper venue, forum non conveniens, or that court's lack of subject matter jurisdiction.
Section 13.7 Entire Agreement. This Agreement, the exhibits and schedules hereto, and the Settlement Approval Order constitute the complete and entire agreement among the Parties with respect to the matters contained in this Agreement, and supersede all prior agreements, negotiations, and discussions among the Parties with respect thereto.
Section 13.8 Non-Reliance. Each of the Signatories acknowledges that, in entering into this Agreement, it is not relying upon any representations or warranties made by anyone other than those representations, warranties, terms and provisions expressly set forth in this Agreement, the exhibits and schedules hereto.
Section 13.9 Notices. Any notice required or desired to be served, given, or delivered under this Agreement shall be in writing, and shall be deemed to have been validly served, given, or delivered if provided by overnight delivery, personal delivery, or upon receipt of e-mail delivery, as follows:
(a)    If to the Debtors:          FirstEnergy Solutions Corp.
76 S Main Street Akron, OH 44308 Attn: Donald Schneider Attn : Rick Giannantonio rgiannantonio@fi rstenergycorp. com with a copy to:                  Akin Gump Strauss Hauer & Feld LLP Robert S. Strauss Building 1333 New Hampshire Avenue, NW Washington, DC 20036-l 564 Attn: Scoff L. Alberino Email  : salberino@akingump.com (b)    If to the FE, Non-Debtor Parties                      FirstEnergy Corp.
76 S Main Street Akron, OH 44308 Attn: Gary Benz Attn: Robert Reffner Emai I : rreffner@firstenergycorp. com with a copy to:                  JONES DAY 901 Lakeside Avenue Clevelarrd, OH 44114-1 190 Attn: Heather Lennox Email: hlennox@jonesday.com (c)    If to the Ad Hoc Noteholders Group            Kramer Levin Naftalis & Frankel ll77 Avenue of the Americas New York, NY 10036 Attn: Joshua K. Brody Email: jbrody@kramerlevin.com (d)    If to the Bruce Mansfield Certifi cateholders Group :  O'Melveny & Myers LLP Time Square Tower 7 Times Square New York, NY 10036 Attn: Andrew Parlen Email: aparlen@omm.com and Latham & Watkins LLP 885 Third Avenue New York, NY 10022-4834 Attn: George A. Davis Email : george.davis@lw.com (e)    If to the Committee:          Milbank, Tweed, Hadley    & McCloy LLP 28 Liberty Street New York, NY 10005- 1413 Affin: Evan Fleck Email: efleck@milbank.com Section 13.10 Specific Performance. Each Party acknowledges and agrees that the other Parties would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each Party agrees that the FE Non-Debtor Parties or the Debtors, as applicable, will be entitled, including pursuant to Sections 6.1(c) and I 2.4(b) of this Agreement, as applicable, to obtain an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in the Bankruptcy Court or any other court specified in Sectiorr 13.6 without the need to post a bond or other security, provided, however, that incidental, consequential, and punitive damages shall not be an available as damages to any Party.
I Section l3.l Amendmpnt: Waiver. It is expressly understood and agreed that this Agreement, including without limitation the instant section, may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by u writing duly executed by authorized representatives of each of the Parties, and the Parties furtheracknowledge and agree lesoEEail*lk Dtuasixl41 FEf,EtlD&trE tB EEmEEREIDT0E&E WAntszS                L            PEEEG?Offi 5
 
that they will make no claim at any time or place that this Agreement has been orally supplemented, modified, or altered in any respect whatsoever. The agreement of the Ad Hoc Noteholders Group and the Bruce Mansfield Certificateholders Group to any alteration, amendment or modification to this Agreement requiring their consent shall be effective upon the written consent of the Requisite Noteholders and the Requisite Certifrcateholders, respectively.
In addition, no failure on the part of any Party to this Agreement to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
Section 13.12 Representation by Co.unsgl. Each Signatory acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated herein. Accordingly, any rule of law or any legal decision that would provide any Signatory with a defense to the enforcement of the terms of this Agreement against such Signatory based upon lack of legal counsel shall have no application and is expressly waived.
Section 13.13 Interpretation. This Agreement is the product of negotiations of the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner:
and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof, Section 13.14 Counterparts. This Agreement may be Executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Delivery of an Executed signature page of this Agreement by facsimile or other electronic means shall be as effective as delivery of a manually Executed signature page of this Agreement.
lRemainder of page is intentionally blankl 1&S{tEEadrk DmA:UEl4x FEEETD&E6II8 EEIIEREEIo&EB                              lLAAfr5 PEEE6zot0tr it
 
IN MTNESS WHEREOF, the Signatories hereto have Executed this Agreement on the day and year listed below.
f irstEncrry Solutions Corp.,      on behalf cf itself and its direct and indirect subsidiades.
By VP, FES Chief Financial Officer, Treasurer &
Corporate Secretary Date:  August 24,2fr18 FirstEnerry Nuclear Operating Company By; Its:    VP, FES Chief Financial Officer, Treasurer &
Corporate Secretary Date:  August 24,2018 FirstEnergy Corp.2 ofi behalf of itself and its direct and indirect non-Debtor subsidiaries.
By:
Its:
Date lAdditional Signature Pages to Followl
 
IN WITNESS WHEREOF, the Signatories hereto have Executed this Agreement on the day and year listed below.
FirstEnergy Solutions Corp., on behalf of itself and its direct and indirect subsidiaries.
By:
Its:
Date:
FirstEnergy Nuclear Operating Company By:
Its:
Date:
FirstEnergy Corp., or behalf of itself and its direct and indirect non-Debtor subsidiaries.
By:
Its:    Vice President      Treasurer Date:  August 24,2018 lAdditional Signature Pages to Followl l/
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ACKNOWLEDGHD AND AGREED:
OT[:ICX A L COh{h,II?.1-EE T}IT IJNSECI]ITED CREDITTIRS OF FIRSTENIIRfiY SOI-LITIONS (IORP. ET 41... by its Co-Chairs RNSF Rai Irva1, Corn;:an,r, t]'f ,\(]
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l\,lame:      Munsool Hussain I'itle  :      Assistant General 'l'ax Couusel WII,MINGTON SAVINGS ITLTND SOCIH'I'Y, I;SIJ, Irr its capacity as tlre indenture trusl"ee for the les.sor notes issued under six indentures with Mansfield 2007 'ft'usts A-F and its capacity as pass thruugh trustee under the pass through trust agrccment witlr IiirstEnergy Gerreration. L[,C and FirstEnergy Soh-rtions Corp. for the pass thruugh certificates issued in connection rvith ths salc-lcasctrack transaction for t.lnit I of the Bruce Mansl'ield Plant lJ)':
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ACKNOW LEDG ITD AI-i D AG REEI]            :
OFFICIAL COfuIMITTEE OF LNSECTJREI)
CIT E;D I ]-ORS ilIT }. I R S EN ERfi Y SOL,I J.TI OI\i  S COI{P. ET A1.., by its Co-Chairs BNSF Railway L'ompany llv Natne:      Munsoor I lussain Titlc:      Assistant Certeral Tax ilounsel WItMINfil'ON SAVIhICS }TIJND SOCIETY.                  I.'S[J, in its capacity as the indenture trustse I'or the lessor notes issued under six indentures with Mansfield 2007 Trust.s A-F and its capacity as pass through trustee undrr the pass thrnugh trust flgreement with F'irstEnurgy Generation, LLC and FirstEnergy Snlutions Carp. for the pass throilglr certificates issued      in                        tl,e sale-leaschack transaction            II it I    Rruce Mtnsfield Plant 4-t*-        ({
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: Patrick J. I{ealy
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Avenue Capital Management ll L.P.
BY:    its  era              nue Capital a      eil  I Gen  r, LLC and on of fu        anages By N
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t Atilr: Stephen Bumazian Email ; sburnazian@avenuecapital.com With a copy to:
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FIDELITY AIMgOR SBRIES I; Fidelify Advisor Balanced Fund
* High Grrde Sub By: I?IDELITY INVESTMENTS MONEY MANAGEMENT, IllC., solely in its capacity as Investrnent Advisor, sub  -Advisor or as otherwise authorized By, Nam e;            ( -rs SB=c  T-o e.
 
==Title:==
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Notice Address:          245 Summer Street Boston, MA 02210 With a copy to:
Cf i stine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One Spartzur Way, TS2T Merrimack, NH 03054 eltr.* l. ]&SOElFArdrk DtuAszt4L FEEEID&EEE 8 EEmEBTID&AE&\UA#fr8 PEEE68Offi 5
 
FIIIELITY ADVISOR SERIES il: Fidetity Advisor Limited Term Bnnd Fund By: F'IDELIT'Y INVESTMENTS MONEY MANAGEMENT, NC., solely in irs capaciry as Investment Advisor, sub -Advisor or as otherwise authorized Ilv:
Name:        fHrqrrtt+: SFerIs{
 
==Title:==
#eFuTy      -T,.raemnurtet'L Notice Address:        245 Summer Street Boston, MA 02210 With a copy to:
Cluistine Ayotte-Brennan Fidelity Investments, Fixed Incorne Legal One Spartan Wuy, TS2T Merrimack, NH 03054 christine. ayotte-brennan@firlr. com 1- &S{ffibEmh k D m e 5W4- L        F EIEE tD4E/A/fft B E Em EE E E tD4E/Eil6rE{L E2IffiE E Pfrq GS hft$ 5
 
FIDELITY CBNTRAL INVESTMBNT PORTFOLIOS II LLC; Fidelify Imvestmrnt Gradc Bond Central I'und By; FIDtrLITY INVESTMENI'S MONEY MANAGEMENT, INC., solely in its capacity as Investment Advisor, Sub -Advisor or as otherwise authorized By:
Name:        lH ve{RC rs:  5 Pef-r'*r?
 
==Title:==
DeP*s-Tx    -iJEq"a\5-$?tLlL Notice Address:        245 Summer Street Boston, MA 02210 With a copy to:
Christine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One Spartan Way, TS2T Merrimack, NH 03054 chri stine.ayotte-brennan@finr.corn 1"&S6lE6ailhk Dm@rrq4.1 FEEEIDTffiEE/g.8 EETIEEEEIO&AEII8.Airu9A5 pEEEdSaUs            ;
 
F'IDELITY GARRISON STREET TRUST: Fidelify Variable Insuranre Products Investment Grade Centratr Fund By: FIDELII'Y INVESI"MENTS MONEY MANAGEMENT, fhlc., solely in irs capaciry as Investment Advisor, Sub    -Advisor or as otherwise authorized By:
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==Title:==
t.J e P*>T-*+ -t -etstb$.ftfla Notice Address:                245 Sumrner Street Boston, MA 02210 Ii/ith      a copy [o:
Clu'i stine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One Spartan W*y, TS2T Merrimack, NH 03054 a h r i sti ne, ayotte-b{ennan@.fmr. c om 1&S'olEbailhk DDoAgZr4-1 FEEEIilmEE IS EEIIERRED&AESL'yALffi5 PeEgdBAffis
 
FIDBLITY INCOME FUND: Fidelis Total Bond Fund - High Grade                Sub By: FIDELITY INVESTMENTS MONEY MANAGEMENT', NC., solely in its capacity as lrrvestment Advisor, Sub "-Advisor or as oflrerwise authorized By:
Name:          flsf;( ts b Specr-ofl
 
==Title:==
D*F.:T*I T*qs*Elt Notice Address:          245 Srunmer Street Boston, MA 02210 With a copy to:
Christi ne Ayotte- Breflnan Fidelity Investments, Fixed Incorne Legal One Sparlan Way, TS2T Merritnack, NH 03054 chistine. ayotte:brennan@Jmr"com it i;
 
FIDELITY PURITAN TRUST: f'idelity Balanced Fund - High Grade Suh By: FIDELITY INVESTIvfENTS MONEY MANAGEMENT, INC., solely in its capacity as Investment Advisor, Sub -Advisor or as otherwise authorized By:
Name:            \aa.co:        S eec--6'r1 Tirle:            oerh:rx          Ta+qp..soe{L{L Notice Address:              245 Sur:rrner Street Boston, MA 02210 Wittr a copy to:
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FIDELITY PURITAN TRU$T: Fidelity Puritan Fund - High Grade Suh By: FIDELITY INVESTMENTS MONEY MANAGEMENT, INC., solely in its capacity as Investment Advisor, Sub -Advisor or as otherrvise authorized By:
Name:            q'n'qr+b 5 ea*.o4
    'l"itle:
1 BeP-:Tv    -i1e$tn:t  .e{t Notice Address:            245 Sumrner Street Boston, MA 02210 With a copy to:
Ctrri stine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One Spartan Way, TS2T Merrimack, NH 03054 chri stilre. avotte- brennan@ fnu. co m.
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FIDELITY SALBM STREET TRUST: Fidelity Investment Grade Bond Fund By: FIDELITY INVESTMENTS MONEY MANAGEMENT, INC., solely in its capacity as lnvestn:ent Advisor, Sub -Advisor or as otherwise author:ized Bv:
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==Title:==
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FIDELITY SALBkI STREET TRUST: Fidelify              Series Investment Grade Bond Fund
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Name:            dvlnacr*s= 5 eec.-gr?
        'I'irle:            De tor,:1-*1 f.qgu.6ssg?gJil hlotice Address:          245 Sumrner Street Boston, MA il2210 With a copy to:
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FII}BLITY    U.S, BOND INVESTMENT TRUST By: FIDELITY INVESTMENTS MONEY MANAGEMENT, NC., solely in its capaeity as Investmenl Advisor, Sub -Advisor or as otherwise authorized Ilv ,t 0no.-t+
Narne. \    {-Je,R.C"s> SpeCrs Titte: \      f} e-*r*:-r 1 Te,4:-rt'Ra-uiL Notice Address:        245 Summer Street Boston, MA 02210 With a copy to:
Christine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One Spartan W*y, TS2T Merrimack, NH 03054 christiFq.4yotte-b    an@.ftnr.com
 
ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST                        - AZL Pyramis Total Bond Fund    -  Core Suh Account By: FIAM LLC, solely in its capacity as Investment Advisor, Sub *Advisor, Attomey-in-Fact or as otherwise authorized By:
Name:        Ea*r! +- l        C-*.*rFt=+t    r
 
==Title:==
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ALLIANU VARIABLE INSURANCE PRODUCTS TRUST                            - ATL Pyramis Multi-Strategy Fund - Core Sub Arcounf By: FIAM LtC, solely in its capacity as Investment Advisor, Sub -Advisor, Attomey-in-Fact or as otherwise authorized By:
Name: Dq.r I o,[        C++1tr1=
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==Title:==
{ rF Notice Address:          900 Salem Street Smithfield, RI 02917 With a copy to:
Cluistine Ayotte-Breflnan Fidelity Investments, Fixed Income Legal One Spartan W"y, TS?T Merrimack, NH 03054 christine. ayotte-brennarr@fmr. com 1 &S$ffiFEmh k      DEo  A 3W4-1,  F EIE  ffi OtffiPiflfit8 E Em EE E E tD4E/Afl#l- flE2s;ffis PPSE d S hffi 5
 
FIAM BROAT} MARKET DURATION FEND, LLC By; FtrAM LLC, solely in its capacity as lnvestment Advisor, Sub -Advisor, Attorney-in-Fact or as otherwise authorized tJy,    I Name: tsa6.' g        1    dd.'r,r,rrAt=^G--t I
 
==Title:==
V F Notice Address:          900 Salern treet Smithfield, RI 0?917 With a copy to:
Christine Ayotte-Brennan Fidelity Investrnents, Fixed Income Legal One Spartan Wuy, TS2T Merrimack, NH 03054 christine.ayotte-brennan@frnr, com l-&85$ffiFEmhk DEoA1?94.-L FEIEETD{08/EE#IB EENEEEEIID4ETE/tIJELLfJPfi;$5S PfuEOAtSS
 
FIDELITY RUTLAND SQUARE TRUST [I:                - Strategic Advisers Core Ineome Fund  -
FtrAM Core Investment Grade Subportfolio By: FIAM LLC, solely in its capacity as Investment Advisor, $ub *Advisor, Attorney-in-Fact or as otherwise authorized By:          *'L Name: Bc..n      i e-1                I
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==Title:==
V    f Notice Addrcss:        900 Salenr Strcet Smithfield, zu fi2917 With a copy to:
Clui stine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One $partzur Way, TS2T Merrirnack, NH 03054 chlistine. ayotte-brennan @fmr.com l&{5$ffiFErffirk DEoS?9,+L FEIEEID4f3HI1E.B EEI[EEEEtD4ET&tl,(tttfl23[$tE5 PfrE9&ffis
 
FIAIVI GROUP TRtjST FOR BMPLOYEE BENEFIT PLANS:                        - FIAM  Broad Market Duration Commingled Pool By: FIDELITY TNS))T-UTIONAL ASSET MANAGEMENT TRUST. COMPANY, solely in its capacity as Trustee, Investment Advisor, Attorney-In-Fact or otherwise authorized By' Nanre:    Ea".rrt e- (
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==Title:==
Notice Address:            900 Salem Sheet Smithfield, RI 0291?
With a copy to:
Christine Ayotte-Brennan Fidelity Investments, Fixed Income Legal One Spartan Way, TS2T Merrimack, NH 03054 cluiqline. av o tte - brennan@.firu. co m 1&S6-ffiFErahk DEOA5#9.4-1. FElEBtD4tt'tDtl{LB EEmEEEEtDdE/&E#L&AZflgE5 P&E8eeftffi
 
Nuveen Asset Management, LLC, as investnreut adviser on behalf of certain flundis accounts, severally and not jointly, By:
Name:  {,t"..}+  :ll.. CF",^  n.[*k^{
 
==Title:==
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Notice Address:
Nuveen Asset Management, LLC 333 W Wacker Drive Chicago IL 60606 Attn: Legal Dept With a copy to:
Nuveen Asset Management, LLC 333 W Wacker Drive Chicago IL 60606 Attn: Doug Jolmston FE Settlement Agreement Signalure Page 1ft$$ffiFEmhk DEo0SZ9.4.-L  FEIEEflEffi/ttiE/ELB EEmEEEEmOE/8,tlft&423[gEs            PEEE9Sffis
 
USAA Asset Management tsy:        h+x-fl $*fl*#
N4[ne: John Too$ey
 
==Title:==
VP Date:  08t22t2018 lrlotice Address:
USAA AO3E 9800 Fredericksburg Rd San Antonio, TX 78288 Aftn: Hal Candland, Tim Caffrey Emai I : hal candl and@.usaa.corn, timothy. caffrey@usuttLcorn
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P. Schoenfeld Asset Management LP BY: P. Schoenfeld Asset Mzuragement LP on behalf of certain funds and accounts, solely in their capacity as a holder of Bruce Mansfield Certificate Claims rtl l
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By:                      I N zrme:  Alan
 
==Title:==
CCO and Counsel Date:
Notice Address:  P. Schoenfeld Asset Management LP st I 350 Avenue ofthe Americas, 2l Floor New York, NY 10013 Attn:            Philip E. Brown Email;            pbrown@psam.com With a copy to:  achan@psam.com a;a.nc,""mh k    r*r*;ffim:ffi,"iffi#l*"                                w*?rffiip'E*esaffi    5
 
THE NORTHWE$TERN MUTUAL LIFB INSURANCE COMPANY on its own behalf and on hehalf of its Oroup Annuity Separate Account BY:  THB NORTHWBSTERN MUTUAL LIFE trNSURANCE COMPANY, solely in its capacity as a holder of Bruce Mansfield Certificate Claims    APPfl0VEtt LoW.tl';ft tl .li't',
By:
Name    Ramona Rogers-Windsor
 
==Title:==
Authorized Representative Date; Notice Addrcss: 720 East Wisconsin Avenue h{ilwaukee, S/isconsin 53202 Attn:  Rarnona Rogers-Windsor Email: n*gerswindsor@northwesternmutual.com With a copy to: Anne Brower arurebrower@.noft hwesteurmutual, cqfll 1&S'oEbef,*lk DtuEUEl41 FEEED/mAE&8 EEmEREEO/ffiEEIIWNAI#n5                          PEEECOOil05
 
CITADEL EQUITY FLIND LTD.
BY: Citadel Advisors LLC, its Ponfolio Manager, solely in its caPacitY as a holder of Bruce Mansfield Certificate Claims By:
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MEI.!qEL $#$I\IEN
 
==Title:==
Autltc rksd S..+nctory Date:
flh, ffiw Notice Address: c/o Citadel Enterprise Americas 131 South Eearborn Stroet Chic4go, Illinois 60603 Attn: Legal Department Ernai I : C i tadelA greementN oti ce@citadel com
(?9 1- ttffi                  Eo a 5.8[.4- L F EIEEI tDOE/tIiE[t B E E IIE E E E tD48r&ffi]lt LW/3;9.55 PfuE    P Sffi 5
 
LEGAL & GENERAL INVESTMENT MANAGEMEI{T AMERICA, [NC., on behalf of certain holders of Bruce Mansfield Certificate C tsy ame:                    ffin
                                                                                          / CCO Date:    08/23/201 I Notice Address:
Legal & General Investrnent Management America, Inc.
7l S. Wacker Drive Suite 800 Chicago, Illinois 60606 Attn: Legal Department Email: legallgima@lgima.com
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LooMIs, SAYLES & C0MPANY, L.P,, fls investment manager, on behalf of one or mors discretianary accounts holding Bruce Mansfield Certificate Claims, solely in their respective capacities as holders of Bruce Mansfield Certificale Claims By; Loomis, Sayles & Company, Incorporated Its fieneral Partner By:
Name: Thomas H, Day
 
==Title:==
Assistant General Counsel Date Notice Address:
Attn: Colin Wilson Murphy Email ; cwilsonmurphytffi loomissayles.com With  a copy to:
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VR Global Partners, L.P.
BY: VR Global Partners, L.P., solely in its capacity as a holder ofB            eld Certificate Claims By:
Name:        du Toit
 
==Title:==
Authorized signatory Date: August 23,2418 Notice Address:
Niddry Lodge,    5l Holland Street, First Floor, London, WB 7JB, UK Attn: Operations EmaiI : backoffi ce@vr-capital.com ffieE5UEflrffinhktuEDoMEZ&[Zl-      ffi                                                        pBmffiffiffi
 
Serengeti Asset Management, LP, on behalf of its managed funds, solely in their capacity as holders of Bruce Mansfield Certificate Claims By:
Name:    Marc Baum
 
==Title:==
Director Date:    August 23,2018 Notice Address:      Serengeti Asset Management, LP 632 Broadway New York, NY l00l 2 Attn:                Marc Baum Email:                mhaum@serengeti -am. com With a copy to:      A.J. Martinez aj martinez @seren geti -am. c om IBBgffiEffiffiTSK U}rcrfr?PE'fl,  ffi                                                        FBffire91ffiffi
 
EXHIBIT A AGREED TERMS OF RESOLUTIOIY OF MANSF'IELD IT CLAIMS The ad hoc group of holders of the 6.85% pass-through certificates (the "Mansfield Certificateholders Group") issued in connection with the Bruce Mansfield Unit I leveraged lease transaction (the "LeveraHed Lease Transaction") and the ad hoc group of holders of pollution control and corporate notes (the "Ad Hoc Noteholder Group" and, together with the Mansfield Certificateholders Group, the "Parties") hereby agree to support a resolution of Claims (the "Mansfield IT Claims") held by Wilmington Savings Fund Society, FSB in its capacity as lease indenture trustees under the Bruce Mansfield leveraged lease documents (the "Mansf,reld ITs")
on the terms set forth herein, subject to acceptable documentation in definitive agreements. This agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties, and is protected by Federal Rule of Evidence 408 and all other applicable statutes or doctrines protecting the use or disclosure of confidential settlement discussions.
a  Treatment of the Undivided Interest: In consideration of the treatment of the Mansfield IT C1aims set forth herein, the following property shall be deemed and treated as unencumbered property of the Debtors' estates: (a) the 93.825% undivided interest in Unit I of the Bruce Mansfield Facility that is the subject of the Leveraged Lease Transaction and (b) any and all insurance proceeds to which the Mansfield ITs might otherwise be entitled on account of its rights under the Leveraged Lease Transaction.
a  Claim Amount: The Mansfield IT Claims will be allowed in the amount of
                $786,763,400, i.e., the outstanding amount of principal and accrued interest on the pass-through certificates as of the petition date (the "Allowed Mansfield IT Claims").
a  Liable Dehtors and Priority: The Allowed Mansfield IT Claims will be allowed as unsecured Claims against each of FirstEnergy Generation Mansfield Unit I Corp.
("BMUlC"), FirstEnergy Generation, LLC ("FG"), FirstEnergy Nuclear Generation, LLC ("NG"), and FirstEnergy Solutions Corp.("FES"), as unsecured Claims.
a  Support Obligations: The proposal set fbrth herein shall be incorporated into a chapter I I plan and/or settlement pursuant to Bankruptcy Rule 9019, in each case reasonably acceptable to the Parties and the Mansfield ITs (such a plan or settlement, including all exhibits and supplements thereto, an "Acceptable Plan"). The Parties shall use best efforts to negotiate, and cause the Debtors and the Official Committee of Unsecured Creditors (the "UCC") appointed in the Debtors'cases to become party to, a restructuring support agreement (the "RSA") pursuant to which the Parties, the Debtors, and the UCC agree to support confirmation or approval of such Acceptable Plan, subject to the terms and conditions set forth in the RSA.
a  Sharing of BMUIC Recovery: The Parties agree that any recovery to the Mansfield ITs on account of the Mansfield IT Claims against BMUIC shall be shared pro rata by the Mansfield ITs and the holders of unsecured pollution control notes and FES ffi                tfurfr?P/;fl,    ffi                                                      FEffiE9!0#08
 
corporate bonds, based on the proportion that the allowed amounts of each of the Mansfield IT Claims (as allowed pursuant hereto), on the one hand, and unsecured pollution control notes and FES corporate bonds, on the other, in each case against FES, bear to the aggregate allowed amount of Mansfield IT Claims, unsecured pollution control notes, and FES corporate bonds at FES.
a Treatment of Secured PCN Claims: The Parties agree that to the extent that an Acceptable Plan includes a chapter I I plan of reorganization that includes the continued ownership by the reorganized Debtors of the generating assets of FG and/or NG, the PCNs secured by such assets shall be paid in full (which payment may be in the form of replacement notes or reinstatement of the PCNs). The Parties shall work in good faith to incorporate into an Acceptable Plan mutually agreeable terms consistent with this provision.
a Litigation Standstill: The Parties agree that upon the effectiveness of the RSA, the parties thereto shall cease and desist from any and all ongoing litigation activities, including activities contemplated by the Mansfield Issues Protocol, with respect to the allowance and priority status of the Mansfield IT Claims, except to the extent the Mansfield IT Claims are the subject of an objection or other litigation at such time or thereafter.
a Capital Support: The Parties agree that any capital or credit support for regulatory obligations required in respect of the nuclear assets owned by NG shall, to the extent not required or used for such purpose, be made available for distribution to the Debtors' existing unsecured creditors (whether or not such distribution occurs prior to, upon, or after the Debtors' emergence from chapter I I ). The Parties shall work in good faith to incorporate into an Acceptable Plan mutually agreeable terms consistent with this provision.
t Coordination: The Mansfield Certificateholders Group and Ad Hoc Noteholder Group agree to reasonably cooperate and coordinate in negotiations with the Debtors and the Committee on all material issues concerning the Debtors' restructuring, including, without limitation, pursuit of a chapter I I plan, material asset sales, exit financing, Claims resolutiotr, atrd valuation matters
 
SCHEDULE Date                                                      Description June 1,2018                        Deadline to file Mansfield Parties' proofs of Claims concerning rejection of the Rejected Operative Documents August 74,2018                      Deadline to substantially complete priority document discovery (it being understood that all Parties will produce responsive materials on a rolling basis in advance of such date as provided in paragraph l2 of this Stipulation and Protocol)
September 28,2018                  Deadline for Debtors to file the Mansfield Adversary Proceeding Complaint, if necessary in light of the Proposed Mansfield IT Claims Settlement Deadline to file objection(s) to the Mansfield Parties'proofs of Claim,3 if necessary in light of the Proposed Mansfield IT Claims Settlement October 12,2018                    Fact witness depositions commence. Deposition notices or subpoenas to be served not fewer than l4 days before deposition date.
December    lZ,20l  I            Deadline to complete fact discovery February 14,2019                    Deadline to complete expert discovery.a February 15,2019                    Deadline for commencement of mediation with respect to the Mansfield Claims and the Mansfield Adversary Proceeding.
March I 5, 201 9                    Mediation terminates, subject to reasonable extension by the Mediator 3  With the exception of Metlife's proofs of Claim, as provided in footnote 3 and Exhibit 4 4  The Parties shall rneet and confer on or before December 31,2018, and shall work in good faith effort to agree upon a schedule  for identification of experts, submission of expert reports, and expert depositions.
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March 29,2019, or two      In the event that mediation does not result in a resolution of the weeks after termination of Mansfield Claims and the Mansfield Adversary Proceeding, the Mediation, whichever  deadline for the Parties to jointly propose to the Bankruptcy Court a is later.                  schedule for additional expert discovery, applicable briefing, and hearing.
In the event that the Parties, after good faith efforts, cannot reach agreement on one or more aspects of the schedule, the Parties shall seek the Bankruptcy Court's assistance via preliminary conference or other mechanism.
 
Exhibit C FE Non-Debtor Parties il8 1-B-50757-amk Doc 2529-3 FILED Ofilt$ltg iiENTdERED 04/18/Lg LB:23:25 Page t ot 2
 
FE Non-Debtor Parties AE Supply Renaissance Southwest, LLC                    OE Funding LLC AET Path Company, LLC                                  OES Ventures, lncorporated Allegheny Energy Service Corporation                    Ohio Edison Company Allegheny Energy Supply Company, LLC                    PATH - Allegheny Land Acquisition Company Allegheny Energy Supply Renaissance, LLC                PATH Allegheny Maryland Transmission Company, LLC Allegheny Generating Company                            Path Allegheny Transmission Company, LLC Allegheny Pittsburgh Coal Company                      Path Alleg heny Vi rgin ia Transmission Corporation Alleg heny Ventures I nc.                              PATH West Virginia Transmission Company, LLC American Transmission Systems, lncorporated            PE Environmental Funding LLC Bay Shore Power Company                                PE Renaissance Funding, LLC Buchanan Energy Company of Virginia, LLC                Pennsylvania Electric Com pany CEI Funding LLC                                        Pennsylvania Power Company FELHC, lnc.                                            Potomac-Appalachian Transmission Highline, LLC FirstEnergy Corp,                                      Suvon, LLC FirstEnergy Fiber Holdings Corp.                        TE Funding LLC FirstEnergy Foundation                                  The Cleveland Electric llluminating Company FirstEnergy Properties, lnc.                            The Potomac Edison Company FirstEnergy Service Company                            The Toledo Edison Company FirstEnergy Transm ission, LLC                          The Waverly Electric Light and Power Company GPU Nuclear, lnc.                                      The West Virginia Power and Transmission Company Green Valley Hydro, LLC                                Trans-Allegheny lnterstate Line Company lmperio, LLC                                            Warrenton River Terminal, Ltd.
JCP&L Transition Funding LLC                            West Penn Power Company JCP&L Transition Funding ll LLC                        West Penn Southwest, LLC Jersey Central Power & Light Company Metropolitan Edison Company Mid-Atlantic lnterstate Transmission, LLC Monongahela Power Com pany MP Environmental Funding LLC MP Renaissance Funding, LLC Plan  - Ex. C ri. 18-50757-amk Doc 2529-3 FILED 04/18/19 ENTERED 04/18/19 18:23:25 Page 2 ot 2
 
Exhihit C Current Corporate Structure 18-5.0757-amk Doc 2530-3 FILED 04/18/L9 ENTERED 04/18/19 18:5L:48,' Page 1 of 2
 
Exhihit C Current Corporate Structure of the Debtors and Certain Non-DebtorAffiliatesl FirstEnergy Corp.+
FirstEnergy Service  FirstEnergy Solutions FirstEnergy Nuclear Company+                CorP.        Operating Company FE Aircraft Leasing  FirstEnergy Nuclear      FirstEnergy Corp.          Generation, LLC      Generation,  LLC Generati Mansfield Unit 1 Norton Energy Storage, LLC 1
* designates a non-Debtor entity.
18-50757-amk Doc2530,3 FILED 04/18/19 ENTERED O4lLAtg18:51:48 Page 2 of Z' :l
 
Exhibit D Financial Projections 1-8-50757-amk Doc 2530-4 FILED 0411811-9 ENTERED 04/18/19 18:51:48 Page 1 of 17
 
FINANCIAL PROJECTIONS Introduction to Finaneial Projections As  a condition to Confirmation, the Bankruptcy Code requires, among other things, the Bankruptcy Court to find that entry of a Confirmation Order is not likely to be followed by either a liquidation or the need to further reorganize the Debtors or any successor to the Debtors. In accordance with this condition and in order to assist each holder of a Claim in determining whether to vote to accept or reject the Plan, the Debtors' management team ("Mg4g@!"), with the assistance of its advisors, developed financial projections(the''@'')tosupportthefeasibilityofthePlan.1 The Financial Projections were prepared in good faith by Management, with the assistance of its advisors, and are based on a number of assumptions made by Management, within the bounds of their knowledge of the Debtors' business and operations, with respect to the future performance of the Debtors' operations. In addition, the Financial Projections contain statements which constitute "forward-looking statements" within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements in these projections include the intent, belief, or current expectations of the Debtors and members of its Management with respect to the timing of, completion of, and scope of the current restructuring, the Plan, the Debtors' strategic business plan, bank financing, debt and equity market conditions, and the Debtors' future liquidity, as well as the assumptions upon which such statements are based. Although Management has prepared the Financial Projections in good faith and believes the assumptions to be reasonable, it is important to note that the Debtors can provide no Erssurance that such assumptions will be realized. Because future events and circumstances may well differ from those assumed and unanticipated events or circumstances may occur, the Debtors expect that the actual and projected results will differ and the actual results may be materially greater or less than those contained in the Financial Projections and from those contemplated by such forward-looking statements. No representations can he made as to the accuracy of the Financial Projections or the Debtors' ability to achieve the projected results. Therefore, the Financial Projections may not be relied upon as a guarantee or as any other form of assurance as to the actual results that will occur. The inclusion of the Financial Projections herein should not be regarded Ers an indication that the Debtors considered or consider the Financial Projections to reliably predict future performance. Accordingly, in deciding whether to vote to accept or reject the Plan, creditors should review the Financial Projections in conjunction with a review of the risk factors set forth in the Disclosure Statement and the assumptions and risks described herein, including all relevant qualifications and footnotes.
TIIE I}EBTORS BELIEVE TIIAT THE CONF'IRMATION DATE ANI} EFFECTTVE IIATE oF THE PLAI\I ARE NOT LTKELY TO BE FOLLOWEI) BY THE LIQUIDATTON OR FITRTHER REORGANIZATION OF THE REORGAI\IIZEI} I}EBTORS. ACCORI}INGLY, THE DEBTORS BELIEVE THAT THE PLAN SATISFIES TIIE FEASIBILITY REQUTREMENT OF SECTTON rU9(AX11) Or TIIE BANKRIJPTCY COrlE.
1 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan of Reorganization of FirstEnergy Solutions Corp. and its Debtor Affiliates Pursuant to Chapter I I of the Bankruptcy Code.
2 1-8-50757-amk Doc 2530-4 FILED 04/18/19 ENTERED 0lt/18/19 18:51:48 Page 2 ot L7
 
The Debtors' boards of directors or managers were not asked to and did not approve, evaluate or endorse the Financial Projections or the assumptions underlying the Financial Projections. Moreover, the Financial Projections were not prepared with a view toward compliance with published rules of the Securities and Exchange Commission or the American Institute of Certified Public Accountants regarding projections. The Debtors' independent auditor has not examined, compiled, or performed any procedures with respect to the prospective financial information contained in this exhibit and, accordingly, it does not express an opinion or any other form of assurance on such information or its achievability. The Debtors' independent auditor assumes no responsibility for and denies any association with the prospective financial information.
The Debtors do not intend to and disclaim any obligation to: (1) furnish updated Financial Projections to holders of Claims or Equity Interests prior to the Effective Date or to any other party after the Effective Date, except as required by the Plan; (2) include any such updated information in any documents that may be required to be filed with the Securities and Exchange Commission; or (3) otherwise make such updated information publicly available.
3 18-59757-amk Doc 2530-4 FILED 04/18/L9 ENTERED 04/18/19 18:5il.:48                              r  Paqe 3 of l-7
 
Select Assumptions of the Financial Projections The Financial Projections are based on, but not limited to factors such as industry performance, general business, economic, competitive, regulatory, market, and financial conditions, as well as the assumptions detailed below. Many of these factors and assumptions are beyond the control of the Debtors and do not take into account the uncertainty and disruptions of business that may accompany an in-court restructuring. Accordingly, the assumptions should be reviewed in conjunction with a review of the risk factors set forth in the Disclosure Statement.
I  Methodology: In light of the form of distributions contemplated by the Plan (f.e., cash or New Common Stock), the Financial Projections were developed on a consolidated basis rather than on a legal entrty basis. The Financial Projections were developed by Management with the assistance of its advisors and are presented solely for purposes of the formulation and negotiation of the Plan in order to present the anticipated impact of the Plan. No representation or warranty, express or implied, is provided in relation to the fairness, accuracy, correctness, completeness, or reliability of the information, opinions, or conclusions expressed herein.
I  Plan and Effective llate: The Financial Projections assume that the Plan will be consummated in accordance with its terms and that all transactions contemplated by the Plan will be consummated by September 30,2019 (the "                              ').
Projection Period: The Debtors prepared the Financial Projections based on, among other things, the anticipated future financial condition and results of operations of the Reorganized Debtors and the terms of the Plan. The Debtors prepared consolidated Financial Projections of the Debtors for the years ending December 3 1 , 201 9 through December 3 1, 2023. The balance sheet is presented and projected as ofthe Assumed Effective Date and through the Projection Period.
Energy Pricing and Basis: Forward energy pricing is based on AEP-Dayton Hub ("1!}sp")
forward pricing as of December 12,2018, adjusted for expected reductions in energy pricing in the first quarter of 2019. The same market forward date is used within a proprietary model to forecast congestion and loss expense rates within the PJM region. MISO congestion and loss are forecasted using historical rates.
a  Capacity Pricing: Capacrty revenue reflects the actual results of the Base Residual Auctions with PJM Interconnection, L.L.C. ("EM'). None ofthe Debtors' generating units are assumed to clear megawatts ('ollf$&") in the 2022 I 2023 Planning Year. The Financial Projections include expenses associated with capacity replacement purchases contracted as part of incremental auctions in PJM.
The Financial Projections do not contemplate costs that may be incurred for Capacity Performance or Capacity Deficiency penalties assessed by PJM for failure to meet certain capacity requirements in accordance with PJM's tariffs.
I  Retail Business: The Financial Projections represent a recovery of the business that contemplates retail volumes modestly increasing year-over-year from 27 lerawatl, hours ("8!!") of projected load in 2019 to 48 TWh's of projected load inZ023. The Financial Projections further contemplate infrastructure and employee investment in the retail business segment to support the increased projected volumes for each of its retail sales channels. Margins for each sales channel include a combination of existing committed sales and future uncommitted sales based on estimates developed by Management.
4 18-50757-amk Doc 2530-4 FILED 04/1-8/1-9 ENTERED 04/1-8/19 18:51:48 Page 4 oI ffi
 
Nuclear Unit Ileactivations: Nuclear units are assumed to deactivate, pursuant to deactivation notices provided to PJM, on: (a) May 31,2020 for Davis-Besse; (b) May 37,2021 for Perry; (c)
May 3 1,2021 for Beaver Valley unit 1; and (d) October 31 ,2021 for Beaver Valley unit 2.
Nuclear Business: The Financial Projections were developed with          a goal of maximizing cash flow of the business prior to each station's deactivation date (noted above), while maintaining safe and reliable operations. As such, the Financial Projections contemplate reductions in operating and maintenance, capital expenditures, and planned outage spend below levels that may otherwise be needed to support extended operations beyond each unit's currently scheduled deactivation date.
The Financial Projections were developed with a goal of maintaining optionality to extend the life of the plants if legislative support is realized and / or if meaningful market reforms materialize in the future. Additionally, the Financial Projections assume all regulatory requirements are satisfied to permit the Reorganized Debtors to operate the nuclear generation assets.
r  Nuclear Deactivation Costs: Spent fuel management costs included in the Financial Projections are based on estimates provided by TLG Services Inc. ("pQ")2 and assume an approximately sixty-month process to remove spent fuel from the nuclear units and place them in dry cask safe storage on a spent fuel storage installation. The Financial Projections do not assume any cash reimbursement of spent fuel management costs        will be received from the United States Department of Energy ("U8")          during the Projection Period, however, the Financial Projections do contemplate a projected receivable from the DOE, assuming an illustrativeg2.5Yo recovery on spent fuel management costs incurred during the Projection Period. The Financial Projections include required funding for estimated shortfalls from nuclear decommissioning trusts ("IIEE")
associated with the Debtors' nuclear units. The values of the NDTs are based on forecasted earnings in the NDTs from November 3A,2018 to the month of closure, assuming an approximate 4.75% annual return on NDT investments or 2.00% real rate of return. The Financial Projections illustratively assume that surplus funding from the NDTs will not be utilized to fund any spent fuel management costs, and further assumes that projected NDT surpluses at certain units will not be used to fund projected deficits in the NDTs for other units.
Nuclear Regulation: New Holdco provides a parental support agreement to NG of up to $400 million, subject to regulatory approvals as appropriate. The NRC can rely on such parental support agreements to provide assurance that U.S. merchant nuclear plants, including NG's nuclear units, have necessary financial resources to maintain safe operations, particularly in the event of extraordinary circumstances, such as extended outages of the units. The Debtors' capital is available to satisfy this requirement.
T  Fossil Unit Deactivations: Fossil units are assumed to deactivate, pursuant to deactivation notices provided to PJM, on: (a) February 5,2019 for Bruce Mansfield units I and 2; (b) June 1,2021 for Bruce Mansfield unit 3; (c) May 31,2A20 for W.H. Sammis units l-a; (d) June 1,2022 for W.H.
Sammis units 5-7; and (e) June 1,2022 for Pleasants units 1 -2.
I  Fossil Business: The Financial Projections were developed with a goal of maximizing cash flow of the business prior to each station's deactivation date, while maintaining safe and reliable operations. As such, the Financial Projections contemplate reductions                in operating and 2 TLG is an engineering firm specializing in nuclear decommissioning. TLG was engaged by the Debtors to provide a preliminary cost analysis with respect to the decommissioning of the Debtors' nuclear units.
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maintenance, capital expenditures and planned outage spend below levels that may otherwise be needed to support extended operations beyond each units' currently scheduled deactivation date.
The Financial Projections and associated headcount levels further assume that the Debtors are able to negotiate modifications to collective bargaining agreements at Bruce Mansfield and W.H.
Sammis to utilize the support of contractors for certain job functions. If modifications are not achieved, O&M costs may be higher than what is included in the Financial Projections and deactivation dates may be accelerated. The Financial Projections assume Bruce Mansfield power station coal combustion residual costs are reduced from current levels of over $6 per megawatt hour ("II[EE") to approximately $3 per MWh by fourth quarter of 2019. Moreover, the Financial Projections assume the West Lorain power station is sold in the first quarter of 2019.
I Pleasants Power Station: The Debtors filed a motion to approve the Asset Purchase Agreement with AE Supply on February 1,2019 [Docket No. 20521. The Bankruptcy Court entered an order approvingthe motion on March 7,2019. [Docket No. 2217]. The Financial Projections assume the terms of the Asset Purchase Agreement and the ownership and related economic benefits and costs of the Pleasants power station will be transferred to the Reorganized Debtors on the Assumed Effective Date.
Fossil Remediation / Little Blue Run: The Financial Projections assume continued disbursements associated with the remediation of the Little Blue Run impoundment and other related fossil sites.
There are surety bonds posted for approximately $200 million with respect to Little Blue Run and Hatfield's Ferry and also approximately $13 million cash collateral posted with respect to Hollow Rock. The Financial Projections assume that these existing surety bonds and cash collateral remain in place. With respect to the surety bonds posted with respect to Little Blue Run and Hatfield, the sureties have credit support provided by FE, Corp. per the Credit Agreement dated December 6, 2016 through the Assumed Effective Date. To the extent that the sureties seek to access this credit support prior to the Assumed Effective Date, the surety bonds would be cash collateralized and the claim for such funding by FE Corp. would be waived by FE Corp. per the Settlement Agreement.
The Financial Projections also include ongoing maintenance costs for Debtors' retired sites including Ashtabula East Lake and Lake Shore. However, the Financial Projections do not contemplate any costs for remediation or value recovery from the retired sites.
Shared Seruices Separation: The Debtors are assumed to either create or outsource its own corporate overhead  / shared services function by October 31,2079, with one-time costs incurred throughout the20l9 calendar year. Post-separation run-rate costs are assumed to gradually decline as fossil and nuclear units begin to deactivate, with reductions effective starting in calendar year 2021.
I  Legislative Support: The Financial Projections do not contemplate any potential state or federal legislative support for the nuclear or fossil generation assets.
I  Fresh Start Accounting: The Financial Projections reflect an anticipated emergence from chapter 11 on September 30, 2019. The Financial Projections do not, however, consider the potential impact of the application of "fresh start" accounting under Accounting Standards Codification 852,
        ,.Reorganizations,'(..@,)thatmayapplyupontheE,ffectiveDate.IftheDebtorsdofully implement fresh start accounting, differences from the depiction presented are anticipated and those differences may be material. Upon emergence, the Debtors will be required to determine the amount by which its reorganization value as of the Effective Date exceeds, or is less than, the fair value at the time, which may be based on, any event, such valuation, as well as the determination 6
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of the fair value of the Debtors' assets and liabilities, will be made as of the Effective Date. The differences between the amounts of any or all of the foregoing items as assumed in the Financial Projections and the actual amounts thereof as of the Effective Date may be material.
r  Taxes: The Financial Projections      assume there are no federal income tax obligations for the Projection Period. The analysis for any potential state income tax obligations is under review.
Actual tax obligations may differ materially from the Financial Projections.
New Credit Facility: The Financial Projections illustratively assume a new credit facility is established at some future date after the Assumed Effective Date for the purpose of funding incremental PJM retail collateral obligations, particularly in the latter years of the Projection Period when supporting generation from the fossil and nuclear units decline as a result of plant deactivations, in an amount up to $250 million secured by accounts receivable from the retail business. The Financial Projections assume the new facility has an annual interest rate of 5.00%
paid monthly in arrears.
New FE Notes: The Financial Projections assume the unsecured notes to be issued by FE C*rp.,
per the terms of the Settlement Agreement, are monetized at the Assumed Effective Date at their par value, and the proceeds are availahle for distributions to unsecured creditors or for general business purposes.
a  Other Assumptions: The Financial Projections also assume that: (l) there will be no material change  in legislation or regulations, or the administration thereof, that will have an unexpected effect on the operations of the Debtors; (2) there will be no change in generally accepted accounting principles in the United States that will have a material effect on the reported financial results of the Debtors; (3) the potential application of fresh start accounting will not materially change the Debtors' accounting procedures; and (4) there will be no material contingent, unliquidated or indemnity claims applicable to the Debtors.
THE INDEPENDENT AUDITOR FOR THE DEBTORS HAS NOT E}UMINED, COMPILED OR OTHERWISE PERFORMED AIW PROCEDURES ON THE FOLLOWING PROSPECTIW FINANCIAL INFORMATION, AND CONSESUENTLY, DOES NOT EXPftES,S AN OPINION OR AIW OTHER FORM OF ASSURANCE IlIITH RESPECT TO THE PROSPECTIW FINANCIAL INFORMATION.
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New Holdco Unaudited Financial SummarT For the  Year Ending December    3I:                2019                                  2020                                2021                  2022                  2023
($ in millions)                              TlVh's      $                  TWh's              $                        TWh's      $        TWhrs      $        T',l{h's        $
Sales                                  Notes Retail Sales                            ttI      26.9  $  r,330                        31.6  $  1,467                    389    $  1,805      ,14.0  $ 2,212        48. t  $  2At2 PJM Spot Sales, Net                      t2l      20.4        @4                        15.9        s04                              (230)                                      (1,363)
Capacrty Revenue                        t3I                                                                                            156 Total Sales                                      41,3 $ 2,314                            47.5 $  2,196                      30.4 $  1,731        5.7 $  1,196                $  1,048 VariaHe Cosh Fossrl Fuel Bpense                      t4I      14.6      (362)                      19.3      (481)                    17.5      (43s)      5.5      (r34)
Nuclear Fuel Epense                      t5l      31.8        (66)                      T7.4            (1)                12.3        (10)                  (l)
Purchased Power                          t6l                  (31)                                  (2',7)                            (22)                  (8)
OtherVariable Epenses                    Ul                  tJU.r    -r-.-.-r.'r'.....          \JJtr.'-'-'------.'---              (4e5)                (803)                    (87s)
Total VariaHe Costs                              47.3 $    (826)                        47.s $ (846)                      30.4  $  (e62)              $  (e47)              $  (87s)
Variable ll'Iargin                                      $ 1,488                              $ 1Js0                              $  769              $  249                $      173 FossilO&M                                t8l                (166)                                (163)                              (137)                  (e0)                      (10)
Nuclear O&M                              tel                (638)                                (546)                              (33e)                    0                        0 Service Conpany Billin gs              tl0l                (le7)                                    (76)                              (52)                (1s)                      (le)
Rerailo&M                              IIU                    (33)                                  (45)                              (50)                (63)                      (6?
Unallocated FES O&M                    ll2I                  (22)                                  (12)                                (8)                  (1)
Restructuring Profes s ional Fees      l13I                (13l)
Pension / Prory Pension                l14I                  (67)                                  (1s)                                (e)                  (l)                      (0)
Property Tarcs                          llsl                  (30)                                  (37)                              (26)                  (8)
Retarl Sales Tarcs                      ll6I                  (22)                                  (21)                              (10)                  (6)                      (6)
Other O&M, net                          tt4                    (1 1)                                        0                              0                    0 MITDA                                                    $    170                              $    437                            $    139              $    65              s        69 Nuclear Capital Epend itures            tls]                  (ee)                                  (57)                              (24)                    0                        0 Fos s il Capital Ependitures            tlel                  (36)                                  (41)                              (17)                  (5)                      (1)
Retarl Capital E:penditures            [20]                      (1)                                (11)                              ( 11)                  (1)                      (1)
Fossil Renrdiation Costs                121l                  (1e)                                  (17)                              (32)                (33)                      (t8)
Asset Sales                            l22l                  152                                                                                            2t Nuclear Deactivation Costs              l23l                                                          (6e)                              (1 1)                (5e)                    (l6e)
Collateral                              I24l                    34 Change in Working Capital              t2fJ                    28                                  (10)                              (e1)                (60)                        (e)
UnlewredFree Cash FIow                                  $    228                              $    231                            $    (47)            $    (721              $    (l2e)
TaxNOL Receipts                        126l                        5 Prmcipal Paynrnts                      l27l                                                                                          (157)                (307)
Cash Interest                          [28]                      (3)                                (20)                              (23)                (17)                        (8)
Inlerest Inconr                        lze)                      t2                                    17                                17                  t4                        11 FE Settlerrnt Cons ideration            t30l                  872 Insurance Proceeds                                              ?(
t3 1l Distributio ns to Uns ecured Creditors  [32]                (4s2)
Clas s 83 (FG PCNs ) Distribution, Net  t33l                (r82) l.clerrd  Free Cas h FIow                              $    ss6                              s    227                            $  (2r0)              $  (382)              $    (trs)
Ending Cash Balance                    t34l            $ 1,605                              $ 1,833                            g 1,622              $ 1,240                $  I,115 I
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New Holdco Unaudited Supplemental Financial Information EBITDA by Business Segnent
($ in ntillions)                                                                                                  For the Year Ending December 31, 2019          2020        20zt        2022        2023 Fossil Net Generation (TWh's)                                                                                  14.6          19.i        I 7.5        5.5
  $lMpW                                                                                              I  31.63      S  31.59    S  30.27    8 31.80 $
Fnergy Revenue*, Net                                                                              $        463  $    608    $      s30 $      fi4$
Ancillary Revenue                                                                                              9            I            6          7 Capacity Revenue                                                                                            184          131          123          55 Total Fossil Rerenue                                                                              $      6s6$          748    $      659  $    231    $
Fossil Fuel Epense                                                                                        (362)        (481)        (435)      (134)
Foss  il VariaHe ltlargiu                                                                          $      294 $        267 S        224 $        97  $
Nuclear Net Generulion (Wh's)                                                                                  i  1.8        27.4          t 2.3 SiMWh                                                                                              I  32.29      s 3t.61      $  3  t.97  $          $
Flergy Revenue*, Net                                                                              $      ,026  $    868    $      392  $          $
                                                                                                                  ,1 Ancillary Revenue                                                                                                          6            3 Capacity Revenue                                                                                            159          113            4 Total Nucltar Rerrnue                                                                              $ I,192 S            98?    $      440  $          $
NuclearFuel Epense                                                                                          (66)          (1)        (10)        (l)
Nuckar VariaHe lllargin                                                                            $ 1J26 $            986 L430            S      (l) $        -
Rctail TWh'S                                                                                                  26.9          3t.6          38.9        11.0        18.1 Retail Sales                                                                                      $    1,330    $    1,467  $    1,806  $ 2,213 $      2,412 Retail Cost of Sales*                                                                                  (1,263)      (r,350) (1,677) (2,06r)              Q,239)
Retail VeriaHe ltlergin                                                                            $        67$        118$ 129S lsz$                      173 Capaciry Replacenrnt Purchases, Other Variable Margin                                                          7        (20)          (13)                    (0)
Total VariaHe lVlargin                                                                            $ 1,488 $ rJso $                  769  S    249    $    173 Fossil O&M                                                                                        $ (166) $ (163) $                (137)  $      (e0) $    (10)
Nuclear0&M                                                                                                (638)        (546)          (33e)          0          0 Retail O&M, Sales Tarcs                                                                                    (56)        (66)          (se)        (6e)      (75)
Property Tarcs                                                                                              (30)        (37)          (26)        (8)
AllOtherO&M                                                                                              (42e)        (102)          (68)        (14        (re)
BITDA                                                                                              $      r70 $        437    $139$65S69 Capacity (MWs Cleared)
Fossil Stations                        PY',t9120 PY'20121 PY'2v22                                                    Totql Generalion (Tllth's)
Bruce Mansfield                              1,%1          1,715                                            4.1          3.6            1.6 W.H. Sarnnis                                1,504        1,028            1,233                            8.2        7.4            7.7        3.5 Pleasants                                      981        1,159            1,100                          2.4          8.3          8.3        2.0 Total Fossil                                4,446        3,902          2,332                          t4.6        19.3          l7.s          5.5 Nuclear Stations Beaver Valley                                1,526        1,79'l                                          14.8        14.8            8.5 Davis-Besse                                    752          845                                            t.o        2.1 Perr),                                      1,009        1,198                                            9.3        10.6            3.7 Total Nuclear                              3,287        3$40                                          31.8          27.4          12.3 Total                                      1,733        ?J4t                                            46.4        46.7          29.8          <E
                                                                            ',t3'
* Amounts presenled on an un-hedged markel basis using December  12, 20 18 AD-Huh .forv'ard pricing.
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New Holdco Unaudited Projected Consolidated Balance Sheet As ol
($ in nilllions)                    Notes                9t30fl9 t2t3ut9 t2t3u20 t2t3u2t r2t3u22          t2t3u23 Asseh:
Cash and Cash ftuivalents            [34]              $    1,555  $  1,605 $  1,833  $  ,622 $  t240  $    ,115 Accounts Receivable, Net              [3s]                      194      2W      207        209      711        242 Materials and Supplies                t36l                      109      101      101        IM        2s        2s Other Current Assets                  l37l                      140      139      t47        215      117        278 Total Current Asseb                                      $  1,998  $ 2,054  $ 2J8e    $ 2,151  $ 1,764 $    1,659 PP&E Net                              t38l                      698      656      461        1M Nucle ar Deconmissioning Trust        t3el                    1,889    r,909    2,014      1,914    1,752      1,798 Other tong Term Assets                t40l                      200      200      202        212      267        423 Total Assets                                            $  4,78s  $ 4,r1e _E_t2gg-_g_{lq1_ $-. 3,783    $  3,87e Liabilities & Eouitv:
Current Portion  oflong TermDebt    t41l              $          $        $    t57  $    307 $        $
New Credit Facility                  l42l                                          18        91      147        l5; Accounts Payable                      t43l                      n7        121      110        78      42        43 Olher Cune nt Liabilities            l44l                        59      92      82        20      17        22 Total Current Liatilities                                $ 176$          2t3  $  366    $  496  $  zo7  $    218 t ong TermDebl                        t45l                      4U        4&      307 Asset Retirenrnt Obligation          t45l                    2p72      2,068    2,002      1,7?8    1,488      1,411 Total Liatilitirs                                        $  2,712  g 2,744  $ 2,675    $ 2,275  $ 1,694  $  1,629 Equtrf                                147)                    ) fi14    2,075    2,291      2.107    2,088      2,251 Total Liabilities & Equity                              $ 4,785 $ 4,E19 $ 4,966 $ 4,391 $ 3,793 $            3,979 l0 L8-50757-amk Doc 2530-4 FILED 04/18/19 ENTERED OfilLBlLg 18:51:48 Page 10 of 17
 
NOTES TO FINAFICIAL PROJECTIONS Notel-RetailSales Sales through retail sales channel including large commercial and industrial, goveffrment aggregation, mass market, provider of last resort ('POLR"), structured and municipal / co-op. Forecasted sales volumes represent a combination of committed sales and anticipated future new, uncommitted sales.
Note 2 - PJM Spot Sales, net Sales to open market (PJM), net    of amounts purchased to service retail load. Pricing based on December 12, 2018 AD-Hub forwards. Periods with negative PJM spot sales (starting in 2A21) indicate that the Debtors arc anet purchaser from PJM rather than a net seller to PJM. This is driven by the deactivation of the various generation assets without a coffesponding decline in projected retail load.
Note 3 - Capacity Revenue Revenue from PJM for cleared capacity for each of the Debtors' fossil and nuclear generating assets, net of unassigned replacement capacity purchases transacted in the PJM incremental auctions.
Note 4 - Fossil Fuel Expense Coal expense, coal delivery expense, reagent costs and fuel handling costs. Unit cost for 2019 reflects terms of the agreement with Consolidation Coal (Murray Enerry). Unit cost in 2020 and beyond based on forward spot market pricing as of August 2018.
Note 5 - Nuclear Fuel Expense Costs associated with the procurement and use        of nuclear fuel including uranium, enrichment and fabrication and is projected on a cash basis.
Note6-PurchasedPower Enerry purchases from MISO regional transmission operator needed to service retail load outside of PJM.
The Financial Projections assume that the Bankruptcy Court orders authorizing the rejection of the PPA Appeal Proceeding Contracts are not overturned on appeal and that the Debtors no longer purchases power from the counterparties to such contracts.
Note 7 - Other Variable Expenses Includes a combination of retail and generation enerry (transmission) delivery expenses, retail capacity expense and retail renewable energy credit expenses.
Note8-FossilO&M Station-specific fossil expenses including labor and benefits, contractor costs, fleet support and planned outage spend. Costs exclude any allocation of corporate overhead or Service Company Billings (captured separately).
Note9-NuclearO&M Station-specific nuclear expenses including labor and benefits, contract costs, fleet support and planned outage spend. Costs exclude any allocation of corporate overhead or Service Company Billings (captured separately).
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Note 10 - Seruice Company Billings Combination of shared services costs currently billed to the Debtors from FirstEnergy Service Company for shared corporate overhead, one-time implementation costs incurred as part of the shared services separation effort, and post-separation run-rate costs for each of the Debtors' business segments.
Note 11 - Retail O&M Retail-specific labor and benefit costs, agent fees, community grants, mailers, call center expenses, sales commissions, data fees, retail bad debt expenses and other miscellaneous retail costs.
Note 12 - Unallocated FES O&M Corporate overhead costs not included as part of billings from FirstEnerry Service Company, including certain finance and accounting, legal, executive, insurance, board of director related costs and other miscellaneous corporate costs. This amount also includes costs related to legislative relief efforts in2019.
Note 13 - Restructuring Professional Fees Estimates for all restructuring advisory fees and transaction fees for the Dehtors, advisors to the creditor groups paffy to the Restructuring Support Agreement and Process Support Agreement, advisors to the UCC and other select restructuring related professionals.
Note 14 - Pension / Proxy Pension Pre-emergence costs represent estimated allocated portion ofpension service costs for FES, FG andFENOC employees. Post-emergence costs include an illustrative "proxy" retirement program equal to approximately 5% of the salaries and wages for all the Debtors' employees.
Note 15 - Property Taxes Estimated property taxes for each of the Debtors' nuclear and fossil generating assets.
Note 16 - Retail Sales Taxes Sales and gross receipt ta:<es associated with sales through the retail business segment.
Note 17 - Other O&M, net Primarily costs incurred prior to emergence from bankruptcy including, without limitation, retail sale transaction break-up fees and the Debtors' allocated portion of costs associated with the Pleasants outage completed in the fall 2018, pursuant to terms of the Pleasants Agreements.
Note 18 - Nuclear Capital Expenditures Station-specific capital project costs for the nuclear power stations. Projections account for reduced spend associated with the deactivation of the units.
Note 19 - Fossil Capital Expenditures Station-specific capital project costs for the fossil power stations. Projections account for reduced spend associated with the deactivation of the units.
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Note 20 - Retail Capital Expenditures Ongoing maintenance capital costs for the retail business and costs associated with implementation, investment and development of enhanced information technolory prospecting, billing, marketing, pricing and customer portal tools.
Note 21 - Fossil Remediation Costs Costs related to the remediation of Little Blue Run, Bruce Mansfield, W.H. Sammis power stations and other non-operating sites owned by the Debtors. The Financial Projections include certain costs for the Pleasants power station per the terms of the Pleasants Agreements.
Note 22 - Asset Sales Amount represents net cash proceeds from the sale of the West Lorain power station, which closed on March 29,2019, and proceeds from the sale of inventory followingthe deactivation ofthe fossil and nuclear generalion assets in2022. See note 36 for more information regarding assumed sale of fossil inventory and materials and supplies.
Note 23 - Nuclear Deactivation Costs These costs include spent fuel management costs associated with the deactivation of each of the Debtors' nuclear power stations. These costs also include projected deficit funding of the NDT for Beaver Valley unit 1, which is illustratively projected to be approximately $67 million at the projected deactivation date for the unit. License termination costs are assumed to be directly funded from the NDTs over the Projection Period with a net zero impact to cash flow.
Note 24 - Collateral Primarily related to the return of retail collateral held by various counterparties including PJM, MISO, POLR customers, other retail customers, and counterparties to certain hedging and forward agreements.
Post-emergence collateral is assumed to be funded by cash and / or the New Credit Facility (reflected on halance sheet, cash costs for interest captured in Cash Interest).
Note 25 - Change in Working Capital Changes  in operating working capital of the business including accounts receivable, accounts payable, inventory, accrued compensation and benefits and other prepayments.
Note 26 - Tax Net Operating Loss      ("EL')    Receipts Forecasted pre-emergence NOL receipts from FE Corp. per the Intercompany Income Tax Allocation Agreement. Amounts are illustrative and subject to material change.
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Note 27 -Principal Payments Represents principal payments on post-emergence secured debt. Principal repayments, interest rates and balances as of September 30,2A19 by issuance are listed below:
(fi in millions)                                                Principal Rrpayment Interest        98,0n9 CUSIP              Rate        Balance      2019  2020      2021            2022        20?3    Total 074876HP1          4.250%      $        50$      $          $        (s0)    $            $        $      (s0) 677525V27          4.25OYo              r07                        (r 07)                                (r07) 074876HR7          4.375%                65                                          (65)                  (6s) 67766WXN7          4.375%                59                                          (se)                  (se) 6?766WXM9          4.375%                116                                        (1 r6)                (116) 677525W41          4.37svo                68                                          (68)                  (68)
Totals                          $464$              $          $      (ls7) $        (307)  $        $      (464)
Note 28 - Cash Interest Interest on post-emergence secured debt and illustrative New Credit Facility.
Note 29 - Interest Income Interest income on consolidated cash balance assuming      l% rate of return.
Note 30 - FE Settlement Consideration Net cash proceeds received by the Debtors at emergence as a result of the FE Settlement Agreement,              as detailed below (in millions):
FE Settlement Cash                                                                                  $          225 New FE Notes                                                                                                    628 2018 NOL Tax Floor                                                                                              t4 Pleasants Agreements, Net                                                                                          5 Total FE Settlement Consideration                                                                    $          872 The credit for Shared Services of up to $1 13 million is included in the Debtors' projected cash balance.
Note      3l - Insurance    Proceeds Estimated proceeds from the insurance claims related to the Bruce Mansfield power station. The estimated amount presumes, for purposes of the Financial Projections, recovery of actual cash value. As of the date of this disclosure, the insurance claim amount has not been finalized, nor have the Debtors made an election as to valuation methodology. The claim that will be filed with the insurers may exceed the amount in the Financial Projections and / or the insurers may dispute the amount of the claim.
Note 32 - Distrihutions to Unsecured Creditors Cash distributions to unsecured creditors per the Plan. This estimated amount assumes all parties that have the option to elect cash distributions under the Plan will do so.
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Note 33 - Secured FG PCN Designated Claims Distribution, Net Aggregate distribution for Secured FG PCN Designated Claims or Class B3 with net proceeds from prior asset sales to satisft corresponding liens. The sources of funding for these distributions willbe the Debtors and available funds held on account with the indenture ffustee which will be released per the terms of the Plan. The following CUSIPs will be satisfied in full: 677525TF4,074876HQ9, 708686EE6.
Note 34 - Cash Balance Consolidated cash balance of the Debtors for all entities and subsidiaries.
Note 35 - Accounts Receivable Accounts receivable primarily consist of outstanding sales to retail customers, wholesale customers and net amounts due from PJM.
Note 36 - Materials and Supplies The Debtors' materials and supplies inventory consists of fuels, plant materials and operating supplies, reagents and renewable energy credits. The Financial Projections include estimated net cash proceeds in 2022 from the assumed liquidation of fossil fuels and reagents as a result of decommissioning activities.
The net proceeds from the sale of fossil inventory and materials and supplies are assumed to be 25Yo of the projected net book value ofthe assets.
Note 37 - Other Current Assets Other current assets primarily consist of collateral related to the retail deposits held by various counterparties, including PJM, MISO, POLR customers, otherretail customers and counterparties to certain hedging and forward contracts. Balance also includes non-collateral related prepaid expenses.
Note 38 - PP&E, Net Property, plant and equipment ("EEE") is composed primarily ofthe Debtors'generation assets. The net book value projected as of September 30, 2019 is an implied valuation based on a reorganized equity value of approximately $2 billion after cash distributions to unsecured creditors per the terms of the Plan. The Debtors'bookvalue of PP&E, is subjectto material change based on accounting analysis of the Debtors' financials upon emergence. The Financial Projections assume as each generation unit is deactivated, the net book value of each unit is fully impaired.
Note 39 - Nuclear Decommissioning Trust Represents investments held in trust for the satisfaction of nuclear license termination liabilities associated with the decommissioning of the Debtors' nuclear generation units. The actual balances of the NDTs are subject to material differences to these projections based on actual market returns or losses and volatility.
The projected NDT surpluses / (deficits) and balances by unit at their respective decommissioning dates are listed below:
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Beaver Vallev  1    Beaver Vallev ?            Perrv            Davis-Besse Surplus / (Deficit)
                              $(67) million        $64 million          $21 million        $ 140 million at Deactivation Projected Balance
                              $337 million        $457 million          $603 million        $631 million at Deactivation Note 40 - Other Long-Term Assets Represents projected cash collateral balances for the two surety bonds for Little Blue Run and Hatfield's Ferry, assuming that the credit support provided by FE, Co.p., per the Credit Agreement dated December 6, 2076, is accessed by the sureties before the Assumed Effective Date. The account also includes projected receivable from the DOE for reimbursement of nuclear spent fuel costs, assuming an illustrative 92.5Yo recovery on spent fuel management costs incurred during the Projection Period. DOE reimbursement of these expenditures is assumed to be received outside of the Projection Period.
Note 41 - Current Portion of Long-Term Debt Amount of principal that will be due within one year of the date of the balance sheet.
Note 42 - New Credit Facility Illustrative credit facility assumed to be established at some future date after the Assumed Effective Date for the purpose of funding incremental PJM retail collateral obligations, particularly in the latter years of the Projection Period when supporting generation from the fossil and nuclear units decline through plant deactivations, in an amount up to $250 million secured by accounts receivable from the retail business.
Note 43 - Accounts Payable Represents outstanding obligations to third-party trade vendors.
Note 44 - Other Current Liabilities Represents accrued expenses and are primarily related to interest, sales and property taxes, payroll, employee incentive and retention programs and other accrued expenses.
Note 45 - Long Term Debt Represents long-term portion of principal outstanding on reinstated secured PCN's. The reinstated PCN's are assumed to have interest rates ranging between 4.250o/o and 4.375Yo,paid semi-annually. Full principal repayment is assumed to coincide with the put-date of each issuance.
Note 46 - Asset Retirement Obligation Represents the liability associated with the license termination costs for decommissioning the nuclear generation assets and liabilities associated with remediation for Little Blue Run, other impoundments or landfills and closure costs for the fossil generation assets. The below table shows the projected fossil and nuclear related obligations for the Projection Period (in millions):
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  &f:                    9t30fi9        t2tsut9      t2t3u20      t2t3u2t        12t3U22        t2t3u23 FG                            $184        $180          $163        $132          $101              $8s NG                            l,ggg        1,ggg          l,g3g        1,646        1,387          1,326 Total                      $2,072 $2,068 $2,002 $1,779 $1,488                                      $1,411 Note 47 - Equity Represents the net book value of stockholders' equity in the Reorganized Debtors. Estimated book value projected as of September 30,2019 is based on the Debtors'valuation of the husiness and distributable value to unsecured creditors. The value at September 30, 2019 is adjusted for cash distributions to unsecured creditors per the terms of the Plan. Reference Exhibit E, for additional details on distributable value.
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Exhibit E Valuation Analysis 1-8-50757-amk Doc 2530-5 FILED 0411-8/19 ENTERED'04/l-B/1-9 18:5L:48 Page 1 of 7
 
VALUATION ANALYSIS' THE TNFORMATION CONTAINED HERETN IS NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE, THAT MAY BE REALIZED THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO TFIE PLAN. THE INFORMATION IS PRESENTED SOLELY FOR THE PURPOSE, OF PROVIDING ADEQUATE INFORMATION UNDER SECTION 1125 OF THE BANKRUPTCY CODE TO ENABLE THE HOLDERS OF CLAIMS ENTITLE,D TO VOTE TO ACCEPT OR REJECT THE, PLAN TO MAKE AN INFORMED JUDGMENT ABOUT THE PLAN AND SHOULD NOT BE USED FOR ANY OTHER PURPOSE, INCLUDING THE PURCHASE OR SALE, OF CLAIMS AGATNST THE DE.BTORS OR ANY OF THEIR AFFILIATES.
Solely forthe purposes of the Plan and Disclosure Statemerfi,Lazard Frdres & Co. LLC ("Lgggg!"), fls investment banker to the Debtors, has estimated the total enterprise value ("Enterpriqe Vatu ') and implied equity value ("Equitv Yalue") of the Reorganized Debtors and their subsidiaries on a consolidated basis and pro forma for the transactions contemplated by the Plan (the ooYaluatioE4nalvsis"). The Valuation Analysis was based on financial information provided by the Debtors' management, including the Financial Projections attached to the Disclosure Statement as Exhibit [D] and information provided by other sources.
The Valuation Analysis assumes that the Effective Date of the Plan occurs on September 30,2019.
Based on the Financial Projections and other information described herein and solely for purposes of the Plan, Lazard estimates that the potential range of the Enterprise Value of the Reorganized Debtors is approximately $l,ll3 million to S1,355 million, (with the midpoint of such range heing approximately
  $ 1,23 I million).
In addition, based on the Financial Projections and other information described herein and solely for purposes  of the Plan, Lazard estimated a potential range of the consolidated total Equity Value of the Reorganized Debtors, which consists of the Enterprise Value, less funded indebtedness, plus balance sheet cash on the Effective Date. Based on the financial projections and the Plan, Lazard has assumed that the Reorganized Debtors will have funded indebtedness of approximately $464 million and a pro forma cash balance of approximately $1,7902 million as of the Effective Date. Based upon the estimated range of the total Enterprise Value of the Reorganized Debtors of approximately $1,113 million to $1,355 million described above, and assuming negative net debt of approximately $1,326 million, Lazard estimates that the potential range of total Equity Value for the Reorganized Debtors is approximately fi2,439 million to
  $2,681 million (with the midpoint of such range being approximately fi2,557 million).
THE ASSUMED ENTE,RPRISE VALUE RANGE, AS OF THE ASSUMED EFFECTIVE DATE, REFLECTS WORK PERFORMED BY LAZARD ON THE BASIS OF INFORMATION AVAILABLE ToLAZARDASoFJANUARY31,2019(THE..@,').ALTHoUGH SUBSEQUENT DEVELOPMENTS MAY AFFECT LAZARD'S CONCLUSIONS, NEITHER LAZARD NOR THE DEBTORS HAVE ANY OBLIGATION TO UPDATE, REVISE OR REAFFIRM THE, Terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Disclosure Statement.
2 The pro forma cash balance used in the Valuation Analysis represents projected cash at emergence before any cash distributions on account of General Unsecured Claims and assuming cash distributions for the full amount of Estimated Administrative Expenses.
18-50787-amk Doc 2530-5 FILED 04/1-8/19 ENTERED 04/18/19 18:51-:48 Page 2 oI7
 
E,STIMATE. FOR PURPOSES OF THIS VALUATION, LAZARD ASSUMES THAT NO MATEzuAL CHANGES AFFECTTNG THE UNDERLYING ENTERPRISE VALUE OCCUR BETWEEN THE VALUATION DATE AND THE ASSUMED EFFECTIVE DATE.
When performing its analyses, Lazard assumed that the Financial Projections had been reasonably prepared in good faith and on a basis reflecting the Debtors' most        accurate currently available estimates and judgments    as to the future operating and financial perfoffnance of the Reorganized Debtors. Lazarddid not independently veriff the Financial Projections in connection with preparing estimates of Enterprise Value, and no independent valuations or appraisals of the Debtors were sought or obtained in connection herewith.
The Debtors developed the Financial Projections solely for the purposes of the formulation and negotiation of the Plan, and to provide 'oadequate information" pursuant to section I 125 of the Bankruptcy Code.
Lazard's estimated Enterprise Value range for the Reorganized Debtors does not constitute a recommendation to any holder of Allowed Claims as to how such person should vote or otherwise act with respect to the Plan. Lazard's Valuation Analysis does not constitute an opinion as to fairness from a financial point of view of the consideration to be received or paid under the Plan, ofthe terms and provisions of the Plan or with respect to any other matter. Lazardhas not been asked to and does not express any view as to what the trading value of the Reorganized Debtors' securities would be on issuance at any time.
The valuation estimates set forth herein represent a valuation analysis ofthe Reorganized Debtors generally based on the application, to the extent deemed appropriate by Lazard, of customary valuation techniques, including discounted cash flow ("EE') analysis, comparable publicly traded companies analysis and precedent transactions analysis. The valuation estimates do not purport to reflect or constitute appraisals, liquidation values or estimates of the actual market value that may be realized through the sale of any securities, which may be significantly different than the amounts set forth herein. The value of an operating business is subject to numerous uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of such a business. As a result, the estimated Enterprise Value range of the Reorganized Debtors set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Neither the Reorganized Debtors,Lazatd, nor any other person assumes responsibility for any differences between the Enterprise Value range and such actual outcomes. Actual market prices of any securities will depend upon, among other things, the operating performance of the Reorganized Debtors, prevailing interest rates, conditions in the financial markets, the anticipated holding period of securities received, developments in the Reorganized Debtors' industry and economic conditions generally and other factors which generally influence the prices of securities.
A. VALUATION ME,THODOLOGIES In preparing its valuation, Lazard performed a variety of financial analyses and considered a variety of factors. The following is a brief summary of the material financial analyses considered by Lazard, which, to the extent deemed appropriateby Lazard, consisted of (i) DCF analyses, (ii) comparable publicly traded companies analyses and (iii) precedent transactions analyses. Lazard employed a sum-of-the-parts approach that separately valued the Debtors' three operating segments, including the nuclear generation segment(the..@,),thefossilgenerationSegment(the..Fossilonerations,'),andthe competitive retail electricity segment ("8-Egt4jl"). This summary does not purport to be a complete description of the analyses performed or factors consideredby Lazard in the preparation of the Valuation 18-50757-amk Dor'2530-5 FILED 04/18/19 ENTERED 04/LB/19 1-8:51:48 Page 3 0f 7                                      'i'
 
Analysis. The preparation of a valuation analysis is a complex analytical process involving subjective determinations with respect to which methodologies of financial analysis are most appropriate and the application of those methodologies to particular facts and circumstances in a manner that is not readily susceptible to summary description.
: 1.      DCF Analysis The DCF analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the present value of expected future cash flows to be generated by that asset or business. Under this methodologlr, projected future cash flows are discounted by the asset or business' weightedaveragecostofcapital(the.o@3!g,,).TheDiscountRatereflectstheestimatedblended rate of return that would be required by debt and equity investors to invest in the asset or business. The enterprise value of the asset or business is determined by calculating the present value of the asset or business' unlevered after-tax free cash flows based on the asset or business' financial projections plus, in most cases, an estimate for the value of the asset or business beyond the forecast period, known as the terminal value. The terminal value is derived by making certain adjustments to the forecasted cash flows to estimate "steady-state" cash flows beyond the forecast period and the applying a perpetuity growth rate.
When valuing discrete, finite lived assets, however, a life-of-plant DCF analysis was performed that did not include any terminal value.
To estimate the Discount Rate applicable to the Reorganized Debtors' various operating segments, Lazard calculated the cost of equity and the after-tax cost of debt for the Reorganized Debtors, assuming a targeted debt-to-total capitalization ratio for each segment. Lazard calculated the cost of equity for each of the Reorganized Debtors' various operating segments using the "Capital Asset Pricing Model," which assumes that the required equity return is a function of the risk-free cost of capital and the covariance of a publicly traded stock's performance relative to the return on the broader market, as well as taking into consideration size and other factors affecting the company being valued.
Although formulaic methods are used to derive the key assumptions for the DCF methodolory, their application and interpretation involve complex considerations and judgments concerning potential variances in the projected financial and operating characteristics of the Reorganized Debtors and each of its operating segments, which in turn affect their cost of capital and terminal values (if any).
ll      Comparable Publicly Traded Companies Analysi        s The comparable publicly traded companies analysis utilizes the trading multiples of publicly traded companies that have operating and financial characteristics that are relatively similar to the operating segments of the Reorganized Debtors. Under this methodology, the enterprise value for each selected public company was determined by examining the trading prices of the equlty securities of such company in the public markets and adding the value of outstanding net debt for such company, preferred equity and minority interest, and adjusting for the value of any unconsolidated investments. Once the enterprise value of the selected comparable companies is calculated, it is commonly expressed as a multiple of various measures of financial performance (for example, EBITDA). In addition, each of the selected public companies' operational profile, operating margins, profitability, and leverage were examined. Based on these analyses, financial multiples and ratios are calculated to apply to the projected results for the various L8-50757-amk Doc 2530-5 FILEE-OA1IBlL9 ENTERED 04/1-8/19 18:51-:48 Paqe 4 ot                                      7
 
segments of the Reorganized Debtors. Lazard focused primarily on EBITDA multiples when estimating the value of the Reorganized Debtors' various operating segments.
A key factor in this approach is the selection of companies with relatively similar business and operational characteristics to each of the Reorganized Debtors' operating segments. Common criteria for selecting comparable companies for the analysis include, among other things, industry, business model, revenue composition, geographic footprint, growth prospects, margin profile, customer type and capital intensity.
The selection of appropriate comparable companies is often difficult, a matter of judgment and subject to limitations due to sample size, the availability of meaningful market-based information and reliable financial projections from third-party financial research firms.
1lt. Precedent Transactions Analysis The precedent transactions analysis estimates the value of an asset or business by examining public merger and acquisition transactions. The valuations paid in such acquisitions or implied in such mergers are analyzed as ratios of various financial results or operating metrics. The transaction multiples are calculated based on the purchase price (including any debt assumed) paid to acquire companies or assets that are comparable to the operating segments of the Reorganized Debtors or their assets. Since precedent transactions analysis reflects aspects of value other than the intrinsic value of a company or asset, there are limitations as to its applicability in determining Enterprise Value in certain circumstances. Lazard reviewed recent M&A transactions involving nuclear power plants, coal power plants, and competitive retail electricity suppliers. Many of the transactions analyzed occurred in different fundamental, credit and other market conditions from those currently prevailing in the current marketplace, and therefore, only a select number of the transactions analyzed could be used as appropriate indications of value in the current market.
In determining the relevance of various precedent transactions for pulposes of estimating the Enterprise Value of the Reorganized Debtors' various operating segments, Lazard considered a number of factors with respect to the circumstances surrounding each of the transactions analyzed, some of which were related to certain unique characteristics of the power industry. For example, when evaluating the relevance of precedent ffansactions for purposes of estimating the value of a power generating company, it is critically important to consider, among other factors, the geographic region in which the acquired assets operate, the specific nature and fuel type of the assets acquired and the existence of any long-term power purchase agreements associated with the acquired assets. Power generating companies operating in different regions of the United States are subject to different regulatory frameworks, and the various power markets that comprise the United States' electric grid are influenced by unique and varying regional dynamics.
B. APPLICATION OF VALUATION METHODOLOGIES TO THE REORGANIZED DEBTORS' OPE,RATTNG SE,GMENTS In performing the sum-of-the-parts valuation analysis described above, Lazafi estimated the enterprise values of each of the Debtors' three operating segments, including (i) the Nuclear Operations, (ii) the Fossil Operations and (iii) FES Retail, separately, based on the application of the customary valuation techniques deemed applicable and appropriate for each. Lazard considered the varying cash flows, degree of operational uncertainty, and availability of relevant precedent transactions and comparable companies, among other factors, in determining which of the customary valuation techniques were most suitable for purposes of estimating the value of each of the Reorganized Debtors' operating segments.
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: i.      Nuclear Operations Lazard estimated the value of the Reorganized Debtors' Nuclear Operations based only on the application of the DCF methodolory to two different operating scenarios provided by the Debtors' management. The first operating scenario is based on the Financial Projections for the Nuclear Operations attached to the Disclosure Statement as Exhibit [D], while the second operating scenario was prepared by the Dehtors' management in order to understand and take into account the potential implications of receiving additional revenue, as a result of legislative action in Ohio and Pennsylvania, on account of being a provider of zero emissions electricity. The DCF valuations resulting from an analysis of each scenario were then weighted based upon the potential probability, as determined by the Debtors' management, of receiving legislative approval in Ohio and Pennsylvania that would result in the realization of such additional revenues. Lazard did not utilize comparable publicly traded companies analysis or precedent transactions analysis given that Lazarddoes not believe there are any publicly traded merchant power companies or M&A transactions that are sufficiently comparable to the Debtors' Nuclear Operations, among other reasons.
ii.      Fossil Operations Lazard estimated the value of the Reorganized Debtors' Fossil Operations based only on precedent transactions analysis. Given that the Debtors' Fossil Operations are projected to generate negative cash flows over the remaining operating lives of the two owned power plants (W.H. Sammis and Bruce Mansfield), the application of the DCF methodology yields a negative implied value for the Fossil Operations. Lazard believes, however, that the DCF analysis methodolory does not adequately reflect the value embedded in the Fossil Operations' physical and intangible assets (for example, transmission rights),
as well as option value. Furthermore,Laz.ard did not utilize comparable publicly traded companies analysis given that Lazard does not believe there are any publicly traded merchant power companies that are sufficiently comparable to the Debtors' Fossil Operators, among other reasons.
Lazard analyzed recent M&A transactions involving fossil generating companies and related assets to identify precedent transactions that are relevant to estimating the value of the Fossil Operations. In determining the relevance of the precedent transactions reviewed,Lazard considered the characteristics of the assets involved in the precedent transactions (including geography, age, heat rate and operating performance of the assets, among other factors) and the unique circumstances surrounding each of the precedent transactions (including the existence of power purchase agreements, and the motivations of the relevant buyers and sellers, among other factors). Lazard calculated the enterprise value multiple of nameplate capacity ("Capacity Multiple") implied by each of the relevant precedent transactions. The implied Capacity Multiples were then applied to the total nameplate capacity of the Fossil Operations' generating units that were projected to be in operation as of the Effective Date to derive an estimate of the Enterprise Value of the Reorganized Debtors' Fossil Operations.
Lazard did not independently value the Pleasants power plant, which the Reorganized Debtors are acquiring from the FE Non-Debtor Parties pursuant to the FE Settlement Agreement on the Effective Date. At the direction of the Debtors'management,Lazard has assumed that the Pleasants Plant's enterprise value is equal to its book value as of March 31, 2018.
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Lazard relied on each of the three customary valuation techniques described above and considered the relevance of each in estimating the potential Enterprise Value range for FES Retail.
THE
 
==SUMMARY==
SET FORTH ABOVE DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF THE ANALYSES PERFORMED BY LAZARD. THE PREPARATION OF A VALUATION ESTIMATE INVOLVE,S VARIOUS DETERMINATIONS AS TO THE, MOST APPROPRIATE AND RE,LEVANT METHODS OF FINANCIAL ANALYSIS AND THE APPLICATION OF THESE METHODS IN THE PARTICULAR CIRCUMSTANCES AND, THERE,FORE, SUCH AN ESTIMATE IS NOT READILY SUITABLE. TO
 
==SUMMARY==
DESCRIPTION. TN PERFORMING THE,SE, ANALYSES, LAZARD AND THE DEBTORS MADE NLII\4EROUS ASSUMPTIONS WITH RESPECT TO INDUSTRY PERFORMANCE, BUSINESS AND ECONOMIC CONDITIONS, AND OTHER MATTERS. THE ANALYSES PERFORMED BY LAZARD ARE NOT NECESSAzuLY INDICATIVE OF ACTUAL VALUES OR FUTURE RESULTS, WHICH MAY BE SIGNIFICANTLY MORE OR LE,SS FAVORABLE THAN SUGGESTE,D BY SUCH ANALYSE,S.
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Exhibit F Liquidation Analysis 18-50757-amk Doc 2530-6 FILED"04llBlLg ENTERED 04/18/19 1B:5L:48 Page 1 of 23
 
LIOUIDATION ANALYSIS FIRSTENERGY SOLUTIONS CORP..et al.
I. INTRODUCTION Section ll29(a)(7) of the Bankruptcy Code, often called the "best interests test," requires that a bankruptcy court find, as a condition of confirmation, that chapter I I plan provides, with respect to each class, that each holder of an Allowed Claim either (i) has accepted the plan of reorganization, or (ii) will receive or retain under the plan property of a value, as of the plan's assumed effective date, that is not less than the value such non-accepting holders would receive or retain if the debtors were to be liquidated under chapter 7 of the Bankruptcy Code.
Accordingly, to demonstrate that the proposed Plan satisfies the "best interest" of creditors test, the Debtors, with assistance from their advisors, have prepared the following hypothetical liquidationanalysis(..@,),inconnectionwiththePlanandtheDisclosure Statement.l The Liquidation Analysis indicates the estimated recoveries that may be obtained by Classes of Claims or Interests assuming a hypothetical liquidation under chapter 7 of the Bankruptcy Code upon disposition of the Debtors' assets as an alternative to the Plan.
Accordingly, the values discussed in the Liquidation Analysis may be different from amounts referred to in the Plan. The Liquidation Analysis is based on certain assumptions in the Disclosure Statement and in the accompanying notes to the Liquidation Analysis.
II. STATEMENT OF LIMITATIONS The determination of the costs of, and proceeds from, the hypothetical liquidation of the Debtors' assets in a chapter 7 case is an uncertain process involving the extensive use of significant estimates and assumptions that, although considered reasonable by the Debtors based upon their business judgment and input from their advisors, are inherently subject to significant business, economic, and competitive uncertainties and contingencies beyond the control of the Debtors, their management and their advisors. Inevitabl/, some assumptions in the Liquidation Analysis would not materialize in an actual chapter 7 liquidation, and unanticipated events and circumstances could materially affect the ultimate results in an actual chapter 7 liquidation. The Liquidation Analysis was prepared for the sole purpose of generating a reasonable good faith estimate of the proceeds that would be generated if the Debtors' assets were liquidated in accordance with chapter 7 of the Bankruptcy Code. The Liquidation Analysis is not intended and should not be used for any other purpose. The underlying financial information in the Liquidation Analysis was not compiled or examined by independent accountants in accordance with standards promulgated by the American Institute of Certified Public Accountants.
NEITHER THE DE,BTORS NOR THEIR ADVISORS MAKE ANY REPRESENTATION OR WARRANTY THAT THE ACTUAL RESULTS WOULD OR WOULD NOT APPROXIMATE THE ESTIMATES AND ASSUMPTIONS REPRESENTED IN THE LIQUIDATION ANALYSIS. ACTUAL RESULTS COULD VARY MATERIALLY.
t Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Disclosure Statementfor the Joint Plan of Reorganization of FirstEnergt Solutions Corp., et al.
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NOTHTNG CONTAINED IN THIS LIQUIDATION ANALYSIS IS TNTENDED TO BE, OR CONSTITUTES, A CONCESSION, ADMISSION, OR ALLOWANCE OF'ANY CLAIM BY THE DEBTORS. THE ACTUAL AMOLTNT OR PRIORITY OF ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE ESTIMATED AMOLINTS SET FORTH AND USED IN THIS LIQUIDATION ANALYSIS. THE DEBTORS RESE,RVE ALL RIGHTS TO SUPPLEMENT, MODIFY, OR AMEND THE ANALYSIS SET FORTH HEREIN.
III. OVERVIEW Ai{D GENERAL                  ASSUMPTIONS The Liquidation Analysis assumes that the Debtors would be liquidated                            in a jointly administered, but not substantively consolidated, proceeding. The total administrative costs of the Debtors' chapter 7 cases, including professional (attorneys, investment bankers, financial advisors, appraisers, experts) and trustee fees, commissions, wages and benefits, severance, retention payments, overhead and maintenance costs, likely would be substantially higher if one or more of the Debtors were liquidated in a separately administered chapter 7 case.
Accordingly, the Liquidation Analysis considers an entity-by-entity liquidation of the following Debtors:
          . FirstEnergy Solutions Corp.,
          . FirstEnergy Generation, LLC, r  FirstEnergy Nuclear Generation, LLC,
          . FirstEnergy Aircraft Leasing Corp.,
          . FirstEnergy Generation Mansfield Unit I Corp.,
          . FirstEnergy Nuclear Operating Company, and
          . Norton Energy Storage L.L.C.
The Liquidation Analysis has been prepared assuming the Debtors convert their cases from chapter1lcasestochapter7caseSonMay3l,20l9(the..@,).onthe Conversion Date, it is assumed that the Bankruptcy Court would appoint a chapter 7 trustee (the
      .o@,)tooVerSeetheliquidation2oftheDebtors,estates.Undersection704ofthe Bankruptcy Code, a trustee must, among other duties, collect and convert the property of the estate as expeditiously as is compatible with the best interests of parties in interest.
The Liquidation Analysis assumes that one Trustee is appointed to liquidate and wind down the Estates. The selection of a separate chapter 7 trustee for one or more of the Estates likely would result in substantially higher administrative expenses associated with the chapter 7 cases from a large duplication of effort by each trustee and his or her professionals. In addition, the selection of separate chapter 7 trustees likely would give rise to complicated, expensive, and time-consuming disputes regarding certain inter-Debtor issues.
The Trustee would retain professionals (attomeys, investment bankers, financial advisors, accountants, consultants, appraisers, experts, etc.) to assist in the liquidation and wind down of the Estates. Although the Trustee may retain certain of the Debtors' professionals for discrete projects, the Liquidation Analysis assumes that the Trustee's primary investment banking, legal, 2
The Liquidation Analysis assumes that certain Debtor assets would be sold, in an expedited manner, as going concerns, as described more fully herein.
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accounting, consulting, and forensic support would be provided by new professionals, because most (if not all) of the Debtors' current professionals likely would hold Claims in the chapter 7 cases and therefore could be incapable of satisfying applicable disinterestedness requirements for continued retention by the Trustee or the Estates.
IV. GLOBAL ASSUMPTIONS A, Liquidation Balance Unlessotherwisestated,liquidationvalue(the..M4lance,,)reflectedinthe Liquidation Analysis is based on estimated net book value ("Nry") as of the Conversion Date.
Certain asset Liquidation Balances were estimated using forward-looking projections (the "EIgj@") in the Debtors' business plan,3 which were prepared by the Debtors with advice from the Debtors' advisors. The Projections necessarily incorporate estimates and assumptions that are inherently subject to significant business, economic, and competitive risks, uncertainties and contingencies. Inevitably, some assumptions in the Projections will not materialize in an actual chapter 7 liquidation and could materially affect the ultimate results of the Projections in an actual chapter 7 liquidation.
B. Allowed Claims In preparing the Liquidation Analysis, the Debtors estimated Allowed Claims based upon a review of (i) claims listed on the Debtors' Schedules of Assets and Liabilities, (ii) claims filed with the Bankruptcy Court and (iii) the Debtors' financial statements to account for other known liabilities, as necessary. The Liquidation Analysis was prepared before the Debtors fully evaluated claims filed against the Debtors or adjudicated such claims before the Bankruptcy Court. Accordingly, the amount of the final Allowed Claims against the Debtors' estates may differ from the claim amounts used in this Liquidation Analysis. In addition, the Liquidation Analysis includes estimates for claims not currently asserted in the chapter I I cases, but which could be asserted and allowed in a chapter 7 liquidation, including unpaid chapter 1l administrative claims, and chapterT administrative claims such as wind-down costs and Trustee fees. To date, the Bankruptcy Court has not estimated or otherwise fixed the total amount of Allowed Claims used for purposes of preparing this Liquidation Analysis. Therefore, the Debtors' estimate of Allowed Claims set forth in the Liquidation Analysis should not be relied on for any other purpose, including determining the value of any distribution to be made on account of Allowed Claims and Interests under the Plan.
C. Liquidation Process The Debtors' business liquidation would be conducted in a chapter 7 scenario with the Trustee managing the bankruptcy estates to maximize recovery to creditors as expeditiously as possible.
The Trustee would attempt to sell or otherwise monetize the assets owned by the Debtors to one or multiple buyers, which may include (i) sales of logical asset groups, (ii) sales of major generation facilities with associated assets, (iii) sales on a going-concern basis, or (iv) other sales of assets on a piecemeal basis. It is assumed the chapter 7 cases would be closed at the Deactivation Date (defined below).
3 The Projections differ substantially from the Financial Projections referenced in Exhibit D which assume a chapter l l reorganization instead of a chapter 7 conversion contemplated in the Liquidation Analysis.
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Due to the unique nature of the Debtors' assets, the Liquidation Analysis assumes the Trustee would pursue multiple paths in liquidating each of the Debtors' major asset types. As described more fully in the notes to this Liquidation Analysis, the Debtors assume that the Trustee will oversee the following processes to monetize the Debtors' primary assets.
            . Whole$flle and Retail Sales Book (the "Retail Book"): The Liquidation Analysis assumes the Trustee would pursue an expedited, going concefir, sales process to monetize the value of the Retail Book as quickly as possible. The Liquidation Analysis assumes the Trustee sells the Retail Book four months (the "Asset Sale Period") after the Conversion Date (the        "@").
Fossil Plants fW.H. S              and Bruce Mansfield) 4: The Liquidation Analysis assumes the Trustee would pursue an expedited sales process to monetize the value of the Fossil Plants during the Asset Sale Period. The Liquidation Analysis assumes the Trustee sells the Fossil Plants on the Asset Sale Date and that the buyer or buyers assume all environmental liabilities and capacity obligations associated with the Fossil Plants.
Nuclear Plants (Beaver Valley. Davis-Besse and Perry): The Liquidation Analysis assumes the Trustee would proceed to deactivate the Nuclear Plants in accordance with the deactivation notice schedule filed by the Debtors with the Nuclear Regulatory Commission on March 28,2018.s The Liquidation Analysis assumes the Trustee deactivates the nuclear plants over a 29 month period6 (the "Deactivation Perid") from the Conversion Date (the "Deactivation Datd') while simultaneously running a o'sales" process for each plant that would be effectuated at or around each plant's planned Deactivation Date. The Liquidation Analysis assumes the currently estimated shortfall in the Nuclear Decommissioning Trust ("NUI") for Beaver Valley Unit I of approximately $67 million would be funded on the Deactivation Date (assuming there are no changes in the NRC's decommissioning regulatory framework that materially increases NRC required decommissioning costs estimates leading up to each nuclear plant's Deactivation Date),
and that the Trustee would sell each nuclear plant at or around such applicable dates for approximatety $0.7 D. FE Settlement and Plan Settlement Considerations The Liquidation Analysis assumes that, upon conversion of the chapter I I Cases to chapter 7 a
FG owns multiple properties (East Lake, Lake Shore, Ashtabula, etc.) that were once operating / generation facilities, but are now non-operating. Each ofthese properties have had different levels of remediation work performed since heing retired, though none have been fully converted to Brownfield status. The Debtors believe that these properties have linle to no value. For the purposes of the Liquidation Analysis, the Debtors are assuming these properties have no recoverable value.
5 Scheduled nuclear deactivations dates - Davis-Besse: May 2020,Beaver Valley (Unit 1): May }l}l,Perry: May 2021, Beaver Valley (Unit 2): October 2021.
6 In the event the Trustee chose to deactivate the nuclear units on or around the Conversion Date, the recoveries (if any) to creditors would be materially less than the recoveries noted in the Liquidation Analysis. The approximately
  $290 million of net operating cash flow estimated by the Projections during the Deactivation Period (and included in the Liquidation Analysis) would not be available for creditor distribution. Furthermore, the Debtors estimate the Trustee would be required to pay approximately $289 million in capacity performance penalties associated with the nuclear units no longer operating.
  ? Several firms with expertise in nuclear plant decommissioning have previously agreed to "purchase" deactivated nuclear plants for little to no consideration (other than the NDT trusts pledged for decommissioning costs) given the significant liabilities and time required to decommission these asset types.
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cases, the FE Non-Debtor Parties would exercise their termination rights under the FE Settlement, and the mutual releases granted between and among the parties to the FE Settlement Agreement would be automatically revoked. Accordingly, the Debtors' estates would no longer be entitled to the direct consideration and waiver of claims provided by the FE Non-Debtor Parties under the FE Settlement. In this scenario, the Trustee would be entitled to pursue Estate-owned claims and causes of action against the FE Non-Debtor Parties, and the FE Non-Debtor Parties would be entitled to assert certain claims against the Debtors.
Taking into account the strengths and weaknesses of the potential claims and causes of action against the FE Non-Debtor Parties and the claims asserted by such parties against the Debtors, as well as the substantial risks, costs and time delays associated with litigating these matters, the Liquidation Analysis assumes thatthe Trustee will be able to: (a) recoverbetween25o/oand 50% of the aggregate direct consideration received by the Debtors under the FE Settlement; and (b) obtain orders of the bankruptcy court disallowing between 25o/o and 50o/o of the claims asserted by the FE Non-Debtor Parties against the Debtors.
Additionally, the Liquidation Analysis assumes that the Trustee will reach a settlement and compromise of the various inter-Debtor issues on terms substantially similar to the Plan Settlement. Accordingly, for purposes of the Liquidation Analysis, the terms of the Plan Settlement have been incorporated, including, without limitation, the allocation of the proceeds of any claims and causes of action against the FE Non-Debtor Parties, and the treatment of inter-Debtor claims.
Finally, the Liquidation Analysis assumes that the Trustee will reach settlements and compromises of: (a) the Mansfield Certificate Claims on terms and conditions substantially similar to those set forth in the Mansfield Settlement incorporated into the Plan; and (b) the Mansfield TIA Claim based on an estimated range of allowed claims to be asserted at FES, FG and FGMUC.
E. Additional Global Notes and Assumptions The Liquidation Analysis should be read in conjunction with the following global notes and assumptions:
: l. Additional unsecured claims. The cessation of business in a liquidation is likely to trigger certain claims that otherwise would not exist under a plan absent a liquidation. Examples of these kinds of claims include various potential employee claims (for such items as severance and potential WARN Act claims), tax liabilities, claims related to the rejection of unexpired leases (i.e., real and personal property) and executory contracts, and other potential Allowed Claims. These additional claims could be significant and some will be entitled to priority in payment over General Unsecured Claims. Those priority claims likely would need to be paid, in full, from the liquidation proceeds before any balance would be made available to pay General Unsecured Claims or to make any distribution in respect of equity interests. No adjustment has been made for these potential claims.
: 2. Chapter 7 liquidation costs. Pursuant to section 726 of the Bankruptcy Code, the allowed administrative claims incurred by the Trustee, including expenses affiliated with selling the Debtors' assets, will be entitled to payment in full prior to any distribution to chapter 6
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I I Administrative Claims and Other Priority Claims. The estimate used in the Liquidation Analysis for these expenses include estimates for operational expenses and certain legal, accounting, and other professionals, as well as an assumed 3o/o fee based upon liquidated assets payable to the Trustee.
It is assumed that chapter 7 administrative          and other priority claims, post-conversion operational expenses and professional fees, and chapter 7 trustee fees are entitled to payment, in full, prior to any distrihution to holders of chapter I I superpriority administrative claims, chapter 11 administrative / priority claims and secured claims.
Parties, however, ffifly dispute that assumption.
: 3. Distribution of net proceeds. Chapter I I Administrative Claim amounts and Priority Claim amounts, professional fees, trustee fees, and other such claims that may arise in a liquidation scenario would be paid, in full, from the liquidation proceeds before the balance of any proceeds will be made available to pay any other Allowed Claims. Under the absolute priority rule, no junior creditor at a given entity would receive any distribution until all senior creditors are paid in full at such entity, and no equity holder at such entity would receive any distribution until all creditors at such entity are paid in full. The assumed distributions to creditors as reflected in the Liquidation Analysis are estimated in accordance with the absolute priority rule.
: 4. Certain exclusions and assumptions. This Liquidation Analysis does not include estimates for the tax consequences that may be triggered upon the liquidation and sale events included in the analysis. Such tax consequences may be material. Additionally, the Liquidation Analysis does not consider the discounting over time of asset values and creditor recoveries, which would likely result in significantly lower recoveries to Holders of Claims and Interests than those estimated recoveries presented in the Liquidation Analysis.
V. CONCLUSIONS THE DEBTORS HAYE DETERMINED, AS SUMMARIZED IN THE FOLLOWING ANALYSIS, THAT CONFTRMATION OF THB PLAFI WrLL PROVIDE CREDITORS WITH A RBCOVERY THAT IS NOT LESS THAN WTIAT THEY WOULD OTHERWISE RECEIYE IN CONNECTION WITH A LIQUIDATION OF' THE DEBTORS UNDER CHAPTER 7 OF'TIIE BAFIKRUPTCY CODE.
8 Liquidation proceeds generated from the sale and/or operation of an any asset secured by funded debt are assumed to receive payment from those proceeds prior to those proceeds becoming available to pay any chapter 1l claim.
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==SUMMARY==
OF ESTIMATED RECOVERIES FOR CLAIMS AI{D INTEREST Itrcor err'              llrcol t rr l'.rlirrra  lrtl l'rrtrntagt ['rrrlrr I lr pothtliorl I rttlu'  I Ir ;rothrtital Itt'tulcrl            Lit;u irlltion          l.iquidirtiorr
('l:rss  \arttt ol'('llrrs I rr{l('t' l)lirn  Sllrl us        I nrlrl  the I!lirn          ( l.rru I                (l Iigh  )
l.t,.s AI        Other Secured Claims            Unimpaired                  nJa                      rJa                      nla against FES A2        Other Priority Claims            Unimpaired                nla                        n/a                      n/a against FES A3      Unsecured PCN / FES Note            Impaired                23%                      llo                      t5%
Claims Against FES A4      Mansfield Certificate Claims        Impaired                73Vo                      ll%o                    1s%
Against FES A5        FES/FENOC Unsecured                Impaired                25%                      tt%                      t5%
Claims A6      FES Singl+Box Unsecured              Impaired                3t%                      llo/o                    r5%
Claims A7        Mansfield TIA Claim              Impaired                lrBDl                      t1%                      ts%
A8          Convenience Claims              Impaired                36%                      tt%                      lSo/a A9        Inter-Debtor Claims              Impaired                23%                      11%                      t5%
410            Interests in FES                                        Aolo                      OYo                      0%
B1        Other Secwed Claims              Unimpaired                  nJa                    5#lo                      64%
Against FG B2        Other Priority Claims            Unimpaired                  nJa                      nla                      nla Against FG R}          Secured FG PCN                Unirnpairod              100%                    54o/o                    64%
Designated Claims B4    Secured FG PCN Reinstated          Unimpaired                100%                    s4%                      640A Claims B5      Unsecured PCN/FES Note              Impaired                14Yo                      3%                      6%
Claims Against FG 86    Ma:rsfi eld Certificate Claims      Impaired                12%                        3%                      6%
Against FG B7      FG Single-Box Unsecured            Impaired                17Yo                      3%                      6%
Claims B8        Mansfield TIA Claim              Impaired                lrBDl                      3%                      60/0 89        Convenience Claims              Impaired                22o/o                      3n/o                    6%
Bl0        Inter-Debtor Claims              Impaired                13%                        3%                      6%
Bll            Interests in FG                                        0%                        0olo                    a%
C1        Other Secured Claims            Unimpaired                  n/a                    l0%                      734/o AgainstNG C2        Other Priority Claims            Unimpaired                  nJa                      nJa                      nla Against NG C3      Secured NG PCN Claims            Unimpaired                100%                      l0%                      t3%
C4      Unsecured PCNffES Notes            Impaired                10%                        3%                      7%
Claims Against NG C5    Mansfield Certifi cate Claims        Impaired                30o/o                      3%                      not I lO AgainstNG C6      NG Single-Box Unsecured            Impaired                  nla                      3%                      7%
Claims c7      NG-FENOC Unsecured                Impaired                3t%                        3o/a                    7o/o Claims against NG C8        Convenience Claims              Impaired                36%                        3%                      7%
C9        Inter-Debtor Claims              Impaired                  nla                      nJa                      nJa cl0            Interests'in NG              Impaired                  o%                        0%                      0%'
I 18-50757-amk DBc 2530-6 FILED 04/18/19 ENTERED 04/1-8/19 1-8:51:48 Page &bf 23
 
==SUMMARY==
OF ESTIMATED RECOYERIES FOR CLAIMS AND INTEREST (Continued) llrrolu'r                    Itrcrlv r rr I'.sli  ntatrrl llrrccn l:rgr I nrlrr I Ir ;tol hrtirr l I rttlr.r I Ir pollrrticrrl llrcovrn              l.iquidaliorr                Liq u idrr tion
('lass    \antt ol'('lass l.rtrlr:r Illarr  Sl al tts            I rrtlu' thr l'}lan            ( l.ou )                    (lIigh) l.'1.,\(x' D1            Other Secured Claims        Unimpaired                      nla                      nla                        nla AgainstFENOC D2          Other Priority Claims        Unimpaired                      nla                      nla                        nla Against FENOC D3          FES-FENOC Unsecured            Impaired                      16Yo                      OYo                          5o/o Claims against FENOC D4            FENOC Single-Box            Impaired                      19%                      0%                          5%
Unsecured Claims D5          NG-FENOC Unsecured              lmpaired                      t6%                      0o/o                        Sa/o Claims against FENOC D6            Convenience Claims          Impaired                      24%                      0%                          5%
D7            lnter-Debtor Claims          Impaired                      t6%                      Ua/o                        5%
D8              Interests in FENOC                                        0%                      0%                          0%
t;(;It t (
E1            Other Secured Claims        Unimpaired                      nla                      nla                        nla AgainstFGMUC E2          Other Priority Claims        Unimpaired                      nla                      nla                          nla Against FCMUC E3        Mansfield Certifi cate Claims    Impaired                      9o/o                      t%                          4%
AgainstFGMUC E4          FGMUC Single-Box              Impaired                      l3Yo                      t%                          4%
Unsecured Claims E5            Mansfield TIA Claim          Impaired                    trBDl                      t%                          4o/o E6            Convenience Claims          lmpaired                      l80A                      1%                          4%
E7            Inter-Debtor Claims          Impaired                      9%                      lYa                          4%
E8            Interests in FGMUC                                          00io                    0%                          0%
l;lr.1,ircrlll :'
FI          Other Secured Claims        Unimpaired                      n/a                      nla                        nla Against FE Aircraft F2          Other Priority Claims        Unimpaired                      nla                      nia                        nla Against FE Aircraft F3        General Unsecured Claims        Impaired                        nla                      nla                          nla Against FE Aircraft F4            Inter-Debtor Claims          Impaired                        nla                      nJa                          n/a F5          Interests in FE Aircraft                                      nla                      nla                          n/a
\orton GI            0ther Secured Claims        Unimpaired                      nJa                      nJa                          nla Against Norton G2            Other Priority Claims        Unimpaired                      nla                      nla                          nla Against Norton G3        General Unsecured Claims          Impaired                        nJa                      nla                          nJa Against Norton G4            Inter-Debtor Claims          Impaired                        nla                      nla                          nla G5              Interests in Norton        Impaired                        nla                      nla                          nJa 9
18-50757-amk Doc 2530-6 FILEB 0418/19 ENTERED 04/18/19 18:51:48 Page g of 23
 
YI. LIQUIDATION ANALYSIS RESULTS The following pages present the results for the hypothetical tiquidation of the Debtors.e e
The estimated claims on the following pages may differ from the estimated claims included in the Disclosure Statement because of difflering assumptions between a chapter 1 I reorganization and a hypothetical chapter 7 liquidation.
10 18-50757-amk Doc 2530-6 FILED 04/18/L9 ENTERED                                04/1-8/1-9  18:5L:48 Page 10 of 23
 
l'.slirttitlcd llrotct'tls (icne rated I.'nrnr -\ssrt l.iquidrrtion  rt l"irstl'.ncrgr    Solulions. ('rlrp.
In $US Millions                                                                                                                          Potential Recovery Liquidation          Recovery Estimate (Yo)            Recovery Estimate ($)
Assets                                                          Notes                          Balance              Low              High            Low          Hieh Gross Liq uidatton Proceeds :
Cash                                                              tll                        b        952              100%              100%    $      952  $        952 Accounts Receivable                                                121                                  64                84%              92%              54            59 Property, Plant, & Equipment                                      t3l Collateral                                                        t4l                                  58                  90%            100%            <,            58 Retail Book                                                        t5l                                  55                  80%              90%            44            s0 Inter-Debtor Claims Recovery                                      t6l                                557                  27o/.            3svo          t52          I95 FE Non-Debtor Litigation Recovery                                  l7l                                602                7 \o/^            50%            150          301 Total Assets                                                                                        2,2E8                  6l'/o            llolo        1,405        1,614 Recovery / Rates Less: Chapter 7 Costs                                                                          Amount                L,ow            High Inter-Debtor Superpriority Admin Claim                            t8l                                    J            100%              100%              (3)            (3)
Estate Wind-Down Costs                                            tel                                    J            I 00%            ta0%              (3)            (3)
Trustee Fees                                                    tl01                                    nla                3%              3%          (10)          (ts)
Total Chepter 7 Costs                                                                                                                                      (16)          (21)
Net Proceeds Available to Secured Creditors Net Proceeds Available to Other Creditors                                                                                                                1,389        1,593 Nrf Distributnble Proceeds                                                                                                                                rJsg          1593 l)istrihrrtion ol' \cl I  uidation l'rotrctls to ( lrrtlilrlrs CIaims                          Recovery    lr'o            Recovery Estimate $
Ch. ll Claims                                                                  Low            High                Low              Hieh            Low          Hish Inter-Debtor SuperprioriW Admin.                                l1  1.l              32s              397              100%              10004            391          125 Procerds Avaihble for Nert Priority of Crcditors                                                                                                            w2          t?6e Less: Secured Claims Secured Claims Pmeesds Ayailable for Next      Priority of                                                                                                                992        ra69 Less: Admin  / Priority Claims Adminishative Claims                                                                41              50              100%              100%              50            4l Priority Tax Claims Total Admin /            Claims                                                    4t              50              100%              10070            50            4I Pruceods                  Next Priority  of                                                                                                              941        1,227 Less: General Unsecured Claims Unsecured PCN / FES Note Claims (A3)                          tl4l              2,238            2,238                  ll%              ts%            241          342 Mansfield Certificate Claims (A4)                              tt 5l              787              787                  t1%              1sYo            85          120 FE Revolver Claim                                              tl6l                3s0              s2s                  tt%              l5Yo            57            54 Secured PCN Deficiency Claims                                  [17]                689              689                  tt%              t5%            74          105 FES/FENOC Unsecured Claims (A5)                                tl 8l                139              139                tt%              l5oA            15            2t FES Single-Box Unsecured Claims (A6)                          tl 8l                524              641                tt%              l5o/o          69            80 Non-Debtor Affi I iate Claims                                  ttel                  56              85                l%              t5%              I              9 Mansfield TIA Claim (A7)                                      t20l                  55              444                t1%              t5%            48              8 Inter-Debtor Prepetition Claims (A9)                          [21]              3,r 89          3,1 89                t1%              t5%            344          488 Total General Unsecured Claims                                                  8,027            9,736                llo/o            lSVo            941        1,227 Procerds Available for Nert Priority of Creditorr                                                                                                  $            $
ll 1B-50757-amk Doc 2530-6 FILED O4lLBli-g ENTERED 04/18/19 L8:51i48 Page                                                                                          11-  of 23
 
YI. LIQUIDATION ANALYSIS RESULTS (continued) l.slirttatetl l'roctctls (icncnttul ljtrlnr trret  I    idal iorr lrl jirsl I    !'lnc      (irncratiort. l.l.(
In $US Millions                                                                                                                      Potential Liquidation            Recovery Estimate 7o            Recovery Estimate $
Assets                                                        Notes                          Balance                Low            High          Iow          High G ross L iq ui dation P roceeds :
Cash                                                              tll                      $            8              100%            100%              8              8 Accounts    Receivable                                            tzl Property, Plant,  & Equipment                                    t3l                                356                  85%              89%        301          317 Collateral                                                        I4l Retail Book                                                      t5l Inter-Debtor Claims Recovery                                      t6l                              1,608                    17%            22%        281          348 FE Non-Debtor Litigation Recovery                                [7.]                                245                  25%              50%          61          122 Total Assefs                                                                                      24fi                  29n/c            36o/e      651          795 Recovery / Rates Less: Chapter 7 Costs                                                                      Amount                  Low            High Inter-Debtor Superpriority Admin Claim                            t8l                                  l8                00%              00%          (18)          (1 8)
Estate Wind-Down Costs                                            tel                                  nJa                  nla              nla Trustee Fees                                                    t  10t                                  nla                  3%              3o/o      (11)          ( l3)
Total Chepter 7 Costs                                                                                                                                  (28)          (31)
Net Proceeds Available to Secured Creditors                                                                                                            292          307 Net Proceeds Available to Other Credrtors                                                                                                              330            457 Net llistributable Procerds                                                                                                                            trE          7U l)istrihu1ion ol' \cl l.iqrridrlion  Proct't'tls lo ('rcdilurs Claims                            Recovery    Yo            Recovery Estimate $
Ch. 11 Claim Types                                                            l,ow            Hieh                  Low            High          Low          High Inter-Debtor Superpriority Admin.                              tl  ll              58                71              100%            r00%            7t            58
                                                                                                                                                      /E<t Proceeds    Avrilrhle for Next Priority of Crtditor:s                                                                                                                706 Less: Secured Claims FE Revolver Claims (Bl )                                                        125              188                s4%              64o/o        t0l            80 Secured FG PCN Designated Claims (B3)                                          199              199                  54%            64%          107          12',1 Secured FG PCN Reinsated Claims (B4)                                            157              157                  54%            640h          84          r00
                                                                                                                                                        ,,o, Total Secured Claims                                        t  l2t              481              543                54o/o          64o/o                      307 Procerds Available for Nert Priority of Creditoru                                                                                                      zffi          399 Less: Admin /  Prioilty Claims Administrative Claims                                                            s8                71              100%            I 00%            7t            58 Priority Tax Claims                                                              t4                t4              100%            100%            14            14 Total Admin / Priority Claims                                                    1,                                                  100%            85            1','
tl 3l                                  85              100%
Proceeds Available for Next Priority of Creditors                                                                                                      I75          327 Less: General Unsecured Claims Unsecured PCN/FES Note Claims (85)                          t14l            1 )49.          2,238                    3%              6%            65          143 Mansfield Certificate Claims (86)                            t15l              787              787                  3%              6%            23            50 FE Revolver Claim                                            t1 6l              277              4t5                  3%              6%            12            l8 Secured PCN Deficiency Claims                                [7]                462              498                  3-/o            60/I,        l5            30 FG Single-Box Unsecured Claims (87)                          tl sl              331              634                  3%              6%            l8            21 Non-Debtor Affrliate Claims                                  ll el              51                77                  3o/o            6%            2              3 Mansfield TIA Claims (88)                                    t20l                55                444                  3o/o            6%            l3              +
Inter-Debtor Prepetition Claims (B I 0)                      12tl              942              902                  3%              60/o          26            58 Total Unsecured Claims                                                        5"103            5.995                  3o/o            60/o        175          327 Prrcetds Available for Nert Friority of Creditors 12 18-50757-amk Doc 2530-6 FILED 04/18/19 ENTERED 04/1-8/19 18:51:48 Page 12 of 23
 
              \rI. LIQUIDATION ANALYSIS RESULTS (continued) l..slinuled Procct'tls (itncratetl liront .\sstt l.iquitlalion at l"irstl'.nt          \uclertr (icnrration. l.l.(
In $US Millions                                                                                                                      Potential Recoverv Liquidation          Recovery Estimate Yo                Recovery Estimate $
Assets                                                        Notes                            Balance              Low            High                Low          Hieh G ross Lio  uidation Proceeds:
Cash                                                              tl l Accounts Receivable                                              t2l Property, Plant, & Equipment                                      t3l                                  r38              75%            82%                103          113 Collateral                                                        t4l Retail Book                                                      tsl Inter-Debtor Claims Recovery                                      l6l                                1,9i 8                22%            26%              421          497 FE Non-Debtor Litieation Recovery                                t71                                  t58              2s%            s0%                  40          79 Totsl As$ets                                                                                        1,p14                25o/a          3lt/o              563          688 Recovery / Rates Less: Chapter 7 Costs                                                                          Amount                Low          High Inter-Debtor Superpriority Admin Claim                            t8l                                    193              00%            00%                (le3i        (r e3)
Estate Wind-Down Costs                                            tel                                    nJa                nJa              nla Trustee Fees                                                    tl0l                                      nla                3%              3%                (4)          (6)
Total Chapter 7 Costs                                                                                                                                      (r9?)        (1ffi)
Net Proceeds Available to Secured Creditors                                                                                                                    65            75 Net Proceeds Available to Other Creditors                                                                                                                    301          4ts Ntt Liquidrtion Proceeds.A.vaihble for Ilistribution to Creditors                                                                                            366          490 l)istribrrtion  ol' \rt I  uirlrtt ion l)roct'trts lo ('rcditors Claims                          Recovery  Yo                  Recovery Estimate $
Ch. ll  Claim Types                                                            Low            High                Low            High                Low          Hish Inter-Debtor Suoerorioriw Admin.                              tlil                  113                138            100%          100%                  138          I 13 Procseds Aveilflble    fsr Next Priority of Creditott                                                                                                      229          377 Less: Secured Claims FE Revolver Claims (Cl)                                                          )7\                338                0%            l30h                JJ            30 Secured NG PCN Claims (C3)                                                        333                333                0%            t3%                  33            45 Total Secured Claims                                                              558                671              l0%            l3o/o                6s            75 Procesds Available for Nert      Priority of                                                                                                                163          302 Less: Admin  / Priortty Claims Administrative Claims Priority Tax Claims                                                                21                21            100%          lO0o/o                2t            21 Total Admin / Prioritv Claims                                [1  3l                2l                2l            100%          100Yo                  2t            2t Procerds Avsilable for Next Priority of Crcditors                                                                                                            142          281 Less: General Unsecurcd Claims anJ ll4l                                                                                                      ls5 ad/
Unsecured PCN/FES Notes Claims (C4)                                            2,238            2,238                J /O            t70              75 Mansfield Certificate Claims (C5)                            tl5l                78'l              787                7.o/^          7%                26            55 FE Revolver Claim                                            t16l                3lt                466                3%              t70                16          ))
Secured PCN Deftciency Claims                                [1  7]              644                657                70/^            t70              22            45 el                                    n                3%
Non-Debtor Affi liate Claims                                                                                                            t70 1nJ t1                      I                L                                                    0 NG-FENOC Unsecured Claims (C7)                              t1 8l                  74              l16                3%              170                4            5 Inter-Debtor Prepetition Claims (C9)                        t2l  l Total Unsecured Claims                                                                                                  3o/o          7o/o              142          281 Available for Next Priority of Creditorc                                                                                                $            $
13 18-50757-amk Doc 2530-6 FILED 04118/1-9 ENTERED 04/18/19 1-8:51-:48 Page 13 of 23
 
VI. LIQUIDATION ANALYSIS RESULTS (continued) l'-stinrrrtd l'rorruls {it'ncra{ctl l"rom ,\ssct Li uidation al Iiirrll'.nc        \uclcar ()pcrrrting (
In $US Millions                                                                                                                  Potential Recovery Liquidation        Recovery Estimate 9o            Recovery Estimate $
Assets                                                        Notes                          Balance              Low          Hieh            Low          Hieh Gross Liquidation Proceeds    :
Cash                                                            tl l Accounts Receivable                                              12)
Property, Plant, & Equipment                                    t3l Collateral                                                      t4l RetailBook                                                      t5l Inter-Debtor Claims Recovery                                                                        1o.)              91%                                        269 t6l                                                                  92t/o          267 FE Non-Debtor Litigation Recovery                                t7l                                28                2s%            5jYo              '7 14 Total Assets                                                                                        321                860/o        Ef%            273          283 Recovery / Rates Less: Chapter 7 Costs                                                                        Amount              Low            High Inter-Debtor Superpriority Admin Claim                          I8l                                  nla                nJa          nJa Estate Wind-Down Costs                                          tel                                193              100%          100%            (1 e3)      (le3)
Trustee Fees                                                  tl0I                                  nla                              3%            (0)        (0)
(re3)
                                                                                                                        )70 Totel Chapter 7 Costs                                                                                                                                          (re3)
Net Proceeds Available to Secured Creditors Net Proceeds Available to Other Creditors                                                                                                              82          90 Net Liquidathn Proceeds Availeble for Distribution to            Creditort                                                                            82          90 l)islrihution of \cl I-iquitlitliort l)rocccrls to ('rcrlitors Claims Range                        Recovery  Yo            Recovery Estimate $
Ch. 1l Claim Types                                                          Low              Hish              Low            Hish          Low          Hieh Inter-Debtor Superpriority Admin                                                      6              1            r00%          100%                            6
[11]
Pmcerds Available for Nrxt Priority of Crcditors                                                                                                      75          84 Less: Secured Claifirs Secured Claims (Dl)                                        t1  2l Proceeds Available for Next      Priority of Creditorc                                                                                                75          84 Less: Admin /  Priority Claims Administrative Claims                                                            62                It)            98%          100%              75          6)
Priority Tax Claims Total Admin / Priority Claims                              t  l3l              62                76              98o/o        100o/o              /5          62 Procerds Availsble for Next Priority of Creditors                                                                                                                  ,,t Less: General Unsecured Claims FES-FENOC Unsecured Claims (D3)                            t18l              2s2              2s2                0%            5n/o                        13 FENOC Single-Box Unsecured Claims (D4)                                                                                                                            a t1 8l                32                39                0%            50h Non-Debtor Affi liate Claims                                tlel                ,/-J              35                0%            5o/o                          1 NC-FENOC Unsecured Claims (D5)                              t1  8l              74              il6                0%            s%                            4 Inter-Debtor Prepetition Claims (D7)                        lzt)                JJ                33                0%            s%                            2 Total Unsecured Claims                                                        4ls              415                00/,          5o/"                        't',
Proceeds Available    forNert Priority of Crcditsrs                                                                                        $              $
t4 18-50757-amk Doc 2530-6 FILED 04/18/19 EN"TERED 04/l-B/19 18:51-:48 Paqe 14 of 23
 
VI. LIQUIDATION AFIALYSIS RESULTS (continued)
Estinralttl I)roctttls (icntratttl Iironr .lsscl l.iquidaliort rtt l;'irstl..nrrgr  .\ircrtll l-rasing ('orp.
In $US Millions                                                                                                                  Potential Recovery Liquidation            Recovery Estimate      7o        Recovery Estimate $
Assets                                                    Notes                          Balance                f,ow            High            Low          High Gross Lio uidation Proceeds  :
Cash                                                          tll                                  20              100%            100%            ?n            20 Accounts Receivable                                          t2l Property, Plant, & Equipment                                  t3l Collateral                                                    t4l RetailBook                                                    t5l Inter-Debtor Claims Recovery                                  t6l                                    2                t0%            1s%o          0              0 FE Non-Debtor Litigation Recovery                            t7t Total Assets                                                                                      22                9lo/o          9lo/o          20            20 Recovery / Rates Less: Chapter 7 Costs                                                                                          Low              High Inter-Debtor Superpriority Admin Claim                        t8l                                                        nla            n/a Estate Wind-Down Costs                                        tel                                                        nla            nla Trustee Fees                                                t1  0l                                                    )70            3%
Total Chepter 7 Costs Net Proceeds Available to Secured Creditors Net Proceeds Available to Other Creditors                                                                                                            20            20 Net Liquidetion Frcceeds Aveihble for llistribution to Crcditons                                                                                    20            20 Distrihution  ol'\rl  I  ruidalion l'rocrcrls lo    ( rcditors Claims                          Recovery    7o            Recovery Estimate $
Ch. 1l Claim Types                                                          Low            High                Low              High          Low          High Inter-Debtor Superpriority Admin.                          l  l ll Procds Avsilable for Next Priortty of Crcditors                                                                                                      20            2t Less: Secured Claims Secured Claims (F1)                                      tt21 Proceeds Availahle for Nert    Priority of Creditors                                                                                                20            20 Less: Admin / Priority Claims Administrative Claims Priority Tax Claims Total Admin / Prioritv Claims                            tl 3l Pmceeds Availablc for Nert      Priority of Creditors                                                                                                20            2n Less: General Unsecured Claims General Unsecured Claims (F3)                            tt 8l Inter-Debtor Prepetition Claims (F5)                    t21l Total Unsecured Claims Proceeds Available for Next Friority of Crcditoru                                                                                            $      20$            20 15 t8-50757-amk Doc 2530-6 FILED O4lLBlLg ENTERED 04/l"B/l-9"1B:51:48 Paqe 15 of 23
 
VI. LIQUIDATION AI{ALYSIS RESULTS (continued)
In $US Millions                                                                                                          Potential Recovery Liquidation          Recovery Estimate  Yo        Recovery Estimate $
Assets                                                    Notes                      Balance              Low          Hish            Low          Hish Gross LiouidMion Proeeeds:
Cash                                                        tll Accounts Receivable                                          tzl Property, Plant, & Equipment                                t3l Collateral                                                  t4l Retail Book                                                  tsl Inter-Debtor C Iaims Recovery                                t6l                              902                3%          6Yo          26            58 FE Non-Debtor Litisation Recovery                            t71                                14              25%          500h            3              7 Total Asets                                                                                    915                to/o        1n/o          30            6s Recovery / Rates Less: Chapter 7 Costs                                                                                      Low          High Inter-Debtor Superpriority Admin Claim                      t8l                                                  nJa          nla Estate Wind-Down Costs                                      tel                                                  nJa          nla Trustee Fees                                                t10l                                                  3%          3o/o          (0)            (0)
Total Chnpter 7 Cosfs                                                                                                                        (0)          (0)
Net Proceeds Available to Secured Creditors Net Proceeds Available to Other Creditors                                                                                                    30            64 Net tisuidation Proceeds Avrilable for Dtsttihution to Crtditors                                                                            30            il l)islrihution of \tt I  uidaliolr l'rort.ttls to ('rcdilors Claims                        Recovery Yo              Recovery Estimate $
Ch. 11 Claim Types                                                        Low            High              Low          High            Low          Hieh Inter-Debtor Superpriority Admin                          ll ll              l7              20            100%        100%            20            17 Proceeds Aveilable for Next    Friority of Creditoru                                                                                          9            48 Less: Secured Claims Secured Claims (El)                                    tl2l Proceeds Available for Next Pdority of Crcditors                                                                                              9            48 Less: Admin / Prtority Claims Administrative Claims Priority Tax Claims Total Admin    /        Claims                          l3 Available for Next Priority of Creditors                                                                                                      48 Less: General Unsecured Claims Mansfield Certificate Claims (E3)                      [1 s]              787              787              t%            404            5            3l FGMUC Single-Box Unsecured Claims (84)                  tl 8l              14 1n t%            40h            0              I Non-Debtor Aflil iate Claims                            uel                  0                0              t%          4%              0              0 Mansfield TIA Claim (E5)                                t20l                55              444              t%          4Yo            3              2 Inter-Debtor Prepetition Claims (E7)                    t2l l              368              368              t%          4%              )            14 Total Unsecured Claims                                                  1,223          1,615              lo/o          4Vo            I            48 Proceeds Avail*ble for Next    Priority of Crcditors                                                                                $          $
l6 18-50757-amk Doc 2530-6 FILED 04/18/1-9 ENTERED 04/L8/l-9 18:51:48 Paqe                                                                          1.6 of^23
 
YI. LIQUIDATION ANALYSIS RESULTS (continued) l.stirrrattd lltrrccttls (irntratcd l"tlnt.\sst'l Liquidation itt  \orlon l,.rrcrg1 Stol'ugr  L.1..(
ln  $US  Millions                                                                                                                Potential Recovery Liquidation          Recovery Estimate 9/o        Recovery Estimate $
Assets                                                          Notes                        Balance              Low          High          Low          Hish G ross L i o uidalion Proceeds  :
Cash                                                              trl Accounts Receivable                                              l2l Property, Plant, & Equipment                                      t3l                              TBD                TBD          TBD          TBD          TBD Collateral                                                        t4l RetailBook                                                        t5l Inter-Debtor Claims Recovery                                      t6I FE Non-Debtor Litigation Recovery                                171 Total Atsetr Recovery / Rates Less: Chapter 7 Cosls                                                                                            Low          High Inter-Debtor Superpriority Admin Claim                            t8l                                                    nla            nla Estate Wind-Down Costs                                            tel                                                    nJa            nJa Trustee Fees                                                    tr0l                                                    3%            3o/o Total Chapter 7 Costs Net Proceeds Available to Secured Creditors Net Proceeds Available to Other Creditors Net Liuuidntion Procffds Availeble for Dishibution to Crrditors l)istrihrrtion of \rl I    irLrtion l'roctrrls to ('rctlilors Claims                        Recovery  7o            Retoverv Estimate $
Ch. ll ClaimTypes                                                              Low            High              Low          High          Low          Hish Inter-Debtor Supemriority Admin.                                nil Pmcmds Aveilehle for Nert Priority of Creditors Less: Secured Claims Secured Claims (Gl)                                          lt21 Proceeds Availrble for Nert      Priority of Crcditor::s Less: Admin    / Prtority Claims Administrative Claims Priority Tax Claims Total Admin / Prioritv Claims                                tr3l Proceeds Availsble for Nert      Priority of Crcditors Less: General Unsecured Claims General Unsecured Claims (G3)                                ll sl Inter-Debtor Prepetition Claims (G5)                          12l  l Total Unsecured Claims Proceeds Aveileble for Next Priority of Creditors                                                                                            $          $
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VII. NOTES FOR PROCEEDS AVAILABLE FOR DISTRIBUTION Note IU    -  Cash and Cash Equivalents Cash and cash equivalents at each Debtor entity were estimated using the Projections as of the Deactivation Date. All estimated cash balances are assumed to be 100% recoverable in both the "High" and "Low" liquidation recovery scenarios. The FENOC cash balance as of the Deactivation Date is forecast to be $0 given the fact that FENOC is a o'net neutral" cash operator (e.g., all cash is expected to be utilized to satisfy liabilities arising in chapter 7 as of the Deactivation Date). The cash balance at FirstEnergy Aircraft Leasing Corp. ("FEALC") is related to the previous sale of an aircraft asset to FE Corp. The ending proceeds available for creditors at FEALC are assumed to be distributed to FES creditors as there are no estimated allowed claims at FEALC.
Note I2l  -  Accounts Receivable, Net Accounts receivable balances (exclusive of intercompany balances) primarily consist of (i) Retail Book customer receivables at FES 10 and (ii) PJM receivables at FES 1 l. Both were estimated using the Projections. Retail Book customer receivables are assumed to recover 80% and 90% in the
  'ol-ow" and "High'o recovery scenarios, respectively. These assumed recovery rates are based on the Debtors' ability to collect on accounts receivable, taking into consideration the potential effect a hypothetical chapter 7 case may have on customers' willingness to pay amounts owedlz. PJM receivables are assumed to recover 100% in both the "High" and "Low" recovery scenarios.
Note t3] - Property, Plant, & Equipment ("EE&E")
PP&E of the Debtors consists primarily of generation plant assets of FG and NG. The Liquidation Analysis assumes that the Trustee would attempt to sell or otherwise monetize the assets owned by the Debtors to one or multiple buyers, which may include (i) sales of logical asset groups, (ii) sales of major generation facilities with associated assets, (iii) sales on a going-concern basis, or (iv) other sales of assets on a piecemeal basis.
After review of the assets, the Debtors and their advisors concluded that the forced sale of the Debtors' PP&E in a compressed timeframe that would likely occur during a chapter 7 liquidation would result in a valuation discount relative to "fair value." Specifically, the Liquidation Analysis provides for the Liquidation Balance of the Debtors' assets as follows:
          'u:'T::-,,:-'J#;ffi
::fl'"'Jff      ;,"#Jlir",:,r,,dandsammis)assumethey are deactivated in accordance with the deactivation notice schedule filed by the Debtors on August 29, 201 8. The Liquidation Analysis assumes the Trustee would run an expedited sales process that would retum distressed recoveries of 65Vo and 75% in the o'Low" and "High" recovery scenarios, respectively, as compared to the value in the Plan, with the buyer or buyers assuming all environmental liabilities associated with the Fossil Plants.;
Cash realized from previously (or soon to be) executed FG asset sales; andl3 Io As ofthe Asset Sale Date.
r1 As ofthe Deactivation Date.
12 The Retail Book serves over 900,000 individual customers making effective collection efforts difficult.
r3 Including Bayshore (-$5 million), Burger (-$12 million) and West Lorain (*$t++ million).
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Estimated insurance proceeds of approximately $38 million relating            to the Mansfield Unit l &, 2 fire event, in accordance with the Plan Settlement.
            '':' H"::#T-TJ::i:::ffiT#:lJ::l*uu*,                                va,,ey wi,h an es,ima,ed liquidation value of approximately  $ 100 million; and Estimated insurance proceeds of approximately $38 million relating            to the Mansfield Unit I &,2 fire event, in accordance with the Plan Settlement.
            . FENOC: PP&E (e.9., uranium, enriched uranium, etc.) as of the Deactivation Date is assumed to be $0 as all uranium feed is forecast to be utilized during the Deactivation Period.
r  Norton: The Debtors are in the process of obtaining a third party appraisal for the Norton property. The Debtors do not believe the results of the appraisal will have any material impact on the conclusions reached in the Liquidation Analysis.
Note I4l - Collateral Collateral liquidation balance consists of cash collateral held by third parties as adequate assurance FES will continue to perform under various retail, hedging, and supplier obligations. The collateral balance was forecast using the Projections as of the Asset Sale Date. Collateral is assumed to recover 90% and 100% in the "Low" and "High" recovery scenarios, respectively.
Note t5] - Retail Book The Liquidation Analysis assumes the Trustee pursues an expedited sales process to monetize the value ofthe Retail Book. The Liquidation Balance represents the estimated, non-discounted, future cash flows of the Retail Book based on committed load as of September 2018 and energy pricing as of December 2018. Due to the assumed expedited nature of the sales process, the Retail Book is assumed to recover 80% and 90o/o of the mark-to-market value in the "Low" and "High" recovery scenarios, respectively.
Note 16l - Inter-Debtor Claims Recovery Inter-Debtor Claims Recovery primarily consist of:
r  Recoveries on chapter I I prepetition claims by and among various Debtors. The Liquidation Analysis assumes all chapter I I Inter-Debtor prepetition claims are allowed in the amounts set forth in the Plan, in accordance with the Plan Settlement; I  Recoveries on estimated chapter    1l postpetition claims by and among various Debtors.
The Liquidation Analysis assumes all estimated chapter I I Inter-Debtor postpetition claims are allowed in the amounts set forth in the Plan, in accordance with the Plan Sefflement; and
            . The Liquidation Analysis assumes that the Trustee amends those certain Power Purchase Agreements (the "Inter-Debtor PPA's") by and among FES/FG and FES/hlG as of the Conversion Date, such that FG and NG become responsible for any profit and/or loss each entity would receive assuming they were selling their energy output to PJM directly (and paying their own costs), instead of to FES. The FES/FG balance following the Conversion Date was forecast using the Projections as of the Asset Sale Date. The 19
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FESAIG balance following the Conversion Date was forecast using the Projections as of the Deactivation Date.
Note t7l - FE Non-Debtor Litigation Recovery The Liquidation Analysis assumes that, upon conversion ofthe chapter I I Cases to chapter 7 caseso the FE Non-Debtor Parties would exercise their termination rights under the FE Settlement, and the mutual releases granted between and among the parties to the FE Settlement Agreement would be automatically revoked. Accordingly, the Debtors' estates would no longer be entitled to the direct consideration and waiver of claims provided by the FE Non-Debtor Parties under the FE Settlement. In this scenario, the Trustee would be entitled to pursue Estate-owned claims and causes of action against the FE Non-Debtor Parties, and the FE Non-Debtor Parties would be entitled to assert certain claims against the Debtors.
Taking into account the strengths and weaknesses of the potential claims and causes of action against the FE Non-Debtor Parties and the claims asserted by such parties against the Debtors, as well as the substantial risks, costs and time delays associated with litigating these matters, the Litigation Analysis assumes that the Trustee will be able to: (a) recover between 25% and 50% of the aggregate direct consideration received by the Debtors under the FE, Settlement; and (b) obtain orders of the bankruptcy court disallowing betweenllYa and 50% of the claims asserted by the FE Non-Debtor Parties against the Debtors. The Liquidation Analysis assumes litigation would occur over an eighteen month period at a cost of approximately $55 million.
Additionally, the Liquidation Analysis assumes that the Trustee will reach a settlement and compromise of the various inter-Debtor issues on terms substantially similar to the Plan Settlement. Accordingly, for purposes of the Liquidation Analysis, the terms of the Plan Settlement have been incorporated, including without limitation, the allocation of the proceeds of any claims and causes of action against the FE Non-Debtor Parties, and the treatment of inter-Debtor claims.
  \ilII. CHAPTER 7 CLAIMS Note I8l - Inter-Debtor Superpriority Administrative Claims See Note 6 above for explanation of this claim type.
Note l9l  -  Estate Wind Down Costs Estate wind down costs primarily consist of estimated liabilities as of the Deactivation Date relating to: (i) NDT shortfall funding (-$67 million); (ii) spent fuel management true-up required to facilitate the sale of the Nuclear Plants (-$48 million);t41iii; certain nuclear employee (KERP, severance, etc.) amounts forecast to be outstanding as ofthe Deactivation Date (*$78 million); and (iv) accrued but unpaid chapter 7 professional fees (-$3 million).
Note I10l    -  Trustee Fees In a chapter 7 liquidation, the Bankruptcy Court may allow                      reasonable compensation for the Trustee's services not to exceed 3o/o of such            proceeds    greater  than $l million, upon all proceeds disbursed or turned over in the case by the trustee to parties in interest. Chapter 7 trustee fees were r4The Liquidation Analysis assumes that the Trustee will be required to pay a "purchaseC'of the Nuclear Plants the difference between (i) the total forecast spent fuel costs after the Deactivation Date and (ii) the anticipated amount of reimbursement from the US Department of Energy ("DOE") for the same.
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estimated at 3Yo of gross liquidation proceeds, excluding (i) recoveries related to cash and cash equivalents available to the Trustee as of the Conversion Date and (ii) recoveries on Inter-Debtor Claims.
IX. CHAPTER          11  CLAIMS Note 11U      - Inter-Dehtor Superpriority Admin, See Note 6 above        for explanation of this claim type.
Note I12l    - Secured    Claims Secured claim amounts primarily consist of:
                $700'5 million revolving credit facility provided by FE Corp.to FES, as borrower, and NG and FG as secured guarantors;16 Approximately $356 million in outstanding principal and unpaid interest of fixed-rate pollution control revenue notes supported by first mortgage bonds issued by FG; and Approximately $333 million in outstanding principal and unpaid interest of fixed-rate pollution control revenue notes supported by first mortgage bonds issued by NG.
FG and NG have entered upstream guarantees of certain of FES's indebtedness, and FES has entered downstream guarantees of certain indebtedness of each of FG and NG. These guarantees cover, among otherthings, the pollution control notes referenced above. The guarantees, however, are unsecured obligations of the applicable guarantor.
Note t13l    - Chapter    11  Administrative and Priority Claims Chapter I I Administrative and Priority claims primarily consist of:
            . Approximately $ I 55 million of post-petition trade payables, payroll, and related accruals were estimated to remain outstanding at the Conversion Date; r  Approximately $10 million of postpetition chapter l1 professional fees estimated to remain outstanding at the Conversion Date;
            . Approximately $34 million of priority tax claims estimated to remain outstanding at the Conversion Date; and
            . Approximately $15 million of prepetition 503(bX9) claims were estimated to remain outstanding at the Conversion Date.
Estimated chapter I I Administrative and Priority Claims were risk adjusted 10% (up and down) in the "Low" and "High" recovery scenarios to account for the potential that the Projections used to develop the estimates may be different than actual results.
ls The Liquidation Analysis assumes certain of those claims by Non-Debtor Affiliates waived per the FE Settlement Agreement would ultimately be allowed in a hypothetical chapter 7 conversion. The claim amounts referenced in section VI represent the Debtors view of claims by the Non-Debtor Affiliates that would be allowed with a litigation risk haircut of 25Yo and 50% in the "Low" and "High" recovery scenarios, respectively.
16 The secured revolving credit facility is $500 million for general purposes and $200 million for surety support.
The secured revolving credit facility is secured by first mortgage bonds issued by FG and NG, which grant a first lien security interest in substantially all of the respective property, plant, and equipment of FG and NG, respectively, used and useful in the generation and production of electric energy. In support of the secured revolving credit facility, FG issued $250 million of first rnortgage bonds and NG issued $450 million of first mortgage bonds.
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X. UNSECURED CLAIMS Note [14]    - Unsecured PCN / FES Note Claims Aggregate Unsecured PCN /FES Note Claims of approximately $2.238 billion consisting                            of Approximately $701 million in outstanding principal and interest for the FES senior unsecured notes; Approximately $685 million in outstanding principal and interest of unsecured fixed-rate pollution control revenue notes issued by FG that support additional tax-exempt pollution control revenue bonds; and Approximately $852 million in outstanding principal and interest of unsecured fixed-rate pollution control revenue notes issued by NG that support tax-exempt pollution control revenue bonds; Note I15l - Unsecured Mansfield Certificate Claims Unsecured Mansfield Certificate Claims represent approximately $787 million in aggregate outstanding principal and interest of Claims evidenced by certain certificates issued in connection with the sale-leaseback transaction for Unit 1 of the Bruce Mansfield Plant; Note t16l    - Unsecured FE Revolver Claims Unsecured FE Revolver Claims represent deficiency and guarantee claims that may be asserted by FE Corp. relating to the $700 million secured revolving credit facility referenced in Note [12]
above.
Note t17l    - Secured  PCN Deficiency Claims Secured PCN Deficiency Claims represent deficiency claims that may be asserted by Holders of Secured PCN Claims to the extent the value of the collateral securing their claims is insufficient to pay such Claims in full.
Note [18]    - General  Unsecured Claims General Unsecured Claims at each entity primarily consist of:
          '  FE's Contract rejection damage and guarantee claims range of approximately $612 million to $717 million;
                  . Third party trade claims range of approximately $24 million to $30 million; and
                  . Litigation claims range of approximately $27 million to $33 million.
          ' t:''
contract rejection damage claims range of approximately $270 million to $559 million;
                  . Third party trade claims range of approximately $21 million to $26 million; and
                  . Litigation claims range of approximately $41 million to $50 million.
          .NG r7 The Liquidation Analysis assumes there will be sufficient cash from the posted cash collateral related to the Hollow Rock remediation site, in addition to the sureties drawing on the FE Corp. Credit Support facility for the Little Blue Run and Hatfield surety bonds to fund the remediation costs associated with such sites.
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                ":+:H:;::::::;::::;:..*.                                                .f $248 m .n,.
                      $303 million; and
                    . Third party trade claims range of approximately $86 million to $105 million.
            . FGMUC c e*a i n ool-ow"    ",
                  *",.T-*,-T," I recovery
                                    #:,ffiTTIl"-* :lr ;,:TJ ffi:                lll,    I,1.,,H i gh,, and scenarios based on the Debtors view of their potential variability.
Note I19l    - Non-Debtor Affiliate Claims Non-Debtor Affiliate Claims primarily consist of the following undiscounted claim amounts:
            . FES a  Note claim of approximately $102 million; a  Operating related claims of approximately $8 million; and a  Employee liabilities and other miscellaneous claims of approximately $3 million.
I    FG a  Rail settlement guarantee claim of approximately $72 million; a  Operating related claims of approximately $12 million; and a  Employee liabilities and other miscellaneous claims of approximately $19 million.
I    NG
                    . Operating related claims of approximately $3 million.
FENOC
                    . Operating related claims of approximately $10 million; and
                    . Employee liabilities and other miscellaneous claims of approximately $37 million.
I    FGMUC
                    . Miscellaneous claims less than  $l million.
Note I20l - Mansfield TIA Claim Mansfield TIA Claim amount represents an estimated range of allowed claims to be asserted at FES, FG and FGMUC.
Note I2U      - Inter-Ilebtor Prepetition Claims See Note 6 above for explanation of this claim type.
23
:,1&50757-amk Doc2530-6 FILED04/L8/19 ENTERED04/18/191851:48 Page23ol23
 
Exhibit G Disclosure Statement Order Filed Separately 18-50757-amk' Doc 2530-7 FILED 04/18/19 ENTERED 04/18/L9 L8:51:48 Page l,of 1
 
UNITED STATES BAI{KRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
                                                                    )    Chapter I I In re:                                                              )
                                                                    )    Case  No. 18-50757 (AMK)
FIRSTENERGY SOLUTIONS CORP., et al.,t                              )    (Jointly Administered)
                                                                    )
Debtors.                      )
                                                                    )    Hon. Judge Alan M. Koschik
                                                                    )
DEBTORS'MOTION FOR ORTIER o) APPROVING DISCLOSURE STATEMENT, (II) ESTABLISHING PROCEDURES FOR SOLICITATION AI{D TABULATION OF' VOTES TO ACCEPT OR REJECT THE I}EBTORS'JOINT CHAPTER 11 PLAI{,
(IID AppROvING THE FORM OF BALLOTS, OV) SCHEDULING A HEARTNG ON CONFIRMATION OF THE PLAI{, fiD APPROVING PROCEDURES FOR NOTICE OF THE CONF'IRMATION HEARING Ai{D FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAFI. AI{D ffD GRANTING RELATED RELIEF The above-captioned debtors and debtors in possession (collectively, the "Debtors") file this motion (the ooMotion")2 for entry of an order (the "Order"), substantially in the form attached hereto as Exhibit      A: (i) approving the Drsclosure        Statement "for the Fourth Amended Joint Plan of    Reorganization      of FirstEnerry Solutions Corp., et. al., Pursuant to Chapter l1 of                    the Banlvuptcy Code [Docket No. 2530] (as modified, amended or supplemented from time to time, the "Disclosure      Statem#'); (ii) approving certain        procedures for the solicitation of votes on the Debtors' Fourth Amended Joint Plan of Reorganization of FirstEnery Solulions Corp., et. al.,
Pursuant to Chapter I I of the Banltruptcy Code [Docket No. 2529] (as modified, amended or
  'The Debtors in these chapter 1l cases (the "Chapter 1l Cases"), along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp. ("E_{[rcraft") (9245), case no. 18-50759; FirstEnergy Generation, LLC (*FG") (0561), case no. l8-50762; FirstEnergy Generation Mansfield Unit I Corp.
("FGMUC") (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC ('re") (6394), case no. 18-50760; FirstEnergy Nuclear Operating Company ("FENOC") (1483), case no. l8-50761; FirstEnergy Solutions Corp.
("FES") (0186); and Norton Energy Storage L.L.C. ("Norten") (6928), case no. 18-50764. The Debtors' address is:
341 White Pond Dr., Akron, OH 44320.
and parties-in-interest with questions or concerns regarding the Chapter ll Cases or the relief requested 2Creditors in this Motion may refer to https://cases.primeclerk.com/FES for additional information.
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Supplementedfromtimetotime,the..Plan,,;31the..@,,)andproceduresfor the tabulation of such votes (the "Tabulation Procedures"); (iii) approving the form of ballots, notices and certain other documents to be distributed in connection with the solicitation of the Plan; (iv) approving certain key dates described herein relating to the confirmation of the Plan (the "Plan Confirmation        Sch "); and (v) approving procedures for notices regarding the hearing to consider confirmation of the Plan (the "Confirmation Hearing") and filing objections to confirmation of the Plan. In support of this Motion, the Debtors respectfully state as follows.
Preliminarv Statement
: l. Following this Court's April          4, 20lg ruling    and subsequent ordera denying approval of the Debtors'prior motion for an order approving a disclosure statement, the Debtors worked with the FE Non-Debtor Parties, as well as the Committee and the advisors to the Consenting Creditors, to negotiate a revised Plan and Disclosure Statement to address the Court's concerns and feedback. The revised Plan no longer contains nonconsensual third party releases.
Rather, the Plan includes the FE Non-Debtor Released Parties                      in the consensual release provisions of the Plan, and modifies such consensual releases to be granted only by those Holders of Claims against or Interests in the Debtors that (i) vote to accept the Plan or (ii) are deemed to accept the Plan by virtue of being Unimpaired. The economic underpinnings of the Plan are otherwise unchanged from the prior versions presented to this Court. The Debtors believe, with the modifications to the Plan and Disclosure Statement, the Court's concerns have been appropriately addressed, and the Debtors are eager to move these cases forward to the confirmation stage.
3capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or in the Disclosure Statement, as applicable.
o Sre Docket No. 2500.
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: 2.        By this Motion, the Debtors respectfully request that the Court: (i) approve the Disclosure Statement as providing "adequate information" within the meaning                              of  section ll25(a); (ii)approve the Solicitation Procedures and the Tabulation Procedures set forth herein; (iii) approve the form        of ballots  (each, a  "Ballot"), notices and certain other documents to          be distributed in connection with the solicitation of the Plan; (iv) approve the Plan Confirmation Schedule; and (v) approve the procedures for notices regarding the Confrrmation Hearing, all as more fully set forth herein. For the convenience of the Court and other parties in interest, the following is a summary of the Plan Confirmation Schedule:s Proposed llateo Equity Election Record Date                                                                January 23,20191 Voting Record Date                                                                          May 20,2019 Deadline for Objections/Responses to Disclosure Statement                                  May 16,2019 at 4:00 p.m.
Deadline for Replies to Obiections/Responses to Disclosure Statement                        May 18, 2019 Disclosure Statement Hearing Date                                                          May 20,2019 at 9:30 a.m.
Security Position Report Deadline                                                          May 23, Z0l9 Solicitation Deadline                                                                      Five (5) business days after entry of the Order Deadline to Publish Confirmation Hearing Notice                                            Ten (10) business days after entry of the Order Deadline for Objections to Claims for Voting Purposes                                      June 10,2019 Deadline for Filing Temporary Allowance Request Motions                                    June 18,2019 at 4:00 p.m.
Deadline for Objections/Responses to Temporary Allowance Request                            June 25,2019 Motions Deadline for Replies to ObjectionslResponses to Temporary Allowance                        June 26,2019 Request Motions Deadline to File Plan Supplement                                                            June 25,2019 sAll  dates in this table are proposed dates that have not been set or approved by the Court.
6Unless otherwise specified, the proposed deadlines listed herein will be I 1:59 p.m. on the date listed. AII times noted are in the prevailing Eastern Time zone.
7 Or such later date as agreed to by the Debtors with the consent of the Requisite Supporting Parties (as such term is defined in the Restructuring Support Agreement) and the Committee.
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Deadline for Entry of Order Granting Temporary Allowance Request            June 28,2019 Motions Deadline for Objections/Responses to Confirmation of the Plan                July 5,2019 at 4:00 p.m.
Voting Deadline                                                              July 5,2019 at 4:00 p.m.
Voting Certifi cation Deadline                                              July 8, 2019 Deadline for Replies to Obiections/Responses to Confirmation of Plan        July 12,2019 Confirmation Hearing                                                        July 15,2019 at 9:30 a.m.
Jurisdiction
: 3.      The United States Bankruptcy Court for the Northern District          of Ohio (the
  "@")hasjurisdictionoverthismatterpursuantto2SU.S.C.$$                157and lsS4.Thismatterisa core proceeding within the meaning of 28 U.S.C. $ 157(bX2).
: 4.      Venue is proper pursuant to 28 U.S.C. $$ 1408 and 1409.
: 5.      The statutory bases for the relief requested herein are sections 105(a),1125,1126, and 1128 of title  ll of the United States Code (the "Bankruptcy Code , and rules 2002,3016, 3017, 3018, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules BACKGROUND
: 6.      On March 31, 2018 (the "Eglilion Date"), the Debtors filed voluntary petitions for relief under chapter l l of the Bankruptcy Code. Their Chapter I I Cases are being jointly administered before this Court.
: 7.      The Debtors continue to operate their businesses and manage their property        as debtors and debtors-in-possession pursuant      to sections ll07(a) and ll08 of the Bankruptcy Code. No trustee or examiner has been appointed in these Chapter l l Cases.
: 8.      On  April 3, 2018, the Court entered an order [Docket No. 152] appointing Prime Clerk LLC ("Prime Clerk") as the Debtors' claims, noticing and solicitation agent in          these Chapter I I Cases. Among other things, Prime Clerk is authorized to (i) distribute Ballots and 4
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other solicitation materials,        (ii) tabulate votes, and (iii) prepare an official Ballot certification  and testify, if necessary in support of the tabulation results.
: 9.        On  April  ll,  2018, the US Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code [Docket No. 279].
: 10.      On August 22,201 8, this Court entered an order approving the Debtors' motion to establish procedures for        filing proofs of claim in the Chapter      ll  Cases  [DocketNo. ll99] (the "Bar Date Order"). The Bar Date Order established, among other things, (i) October 15,2018 at 5:00 p.m. (prevailing Eastern Time) as the deadline to file proofs of claim by virtually all creditorsagainsttheDebtors(the..@,,),and(ii)october15,20l8at5:00p.m.
(prevailing Eastem Time) as the deadline for governmental units to file proofs of claim (the "Governmental Bar          D#').    (Bar Date Order flfl 2, 3). To date, 1,462 proofs of claim have been filed in these Chapter l1 Cases as reflected on the Debtors' claims registers.s
: 11.      On January 23,2019, the Committee, the Consenting Creditors (as such term is defined in the Restructuring Support Agreement), and the Debtors, with the approval of the Debtors' independent directors and managers, reached an agreement in principle on the material terms of a plan of reorganization, as set forth in the plan term sheet attached to the Restructuring Support Agreement.e A copy of the Restructuring Support Agreement                        will be attached as an exhibit to the Disclosure Statement.
: 12.      On February 12,2019, the Debtors filed the Joint Plan of Reorganization of FirstEnerg,, Solutions Corp. et al., Pursuant to Chapter                1l of the Banlvuptcy      Code and the tTo date, approximately 250 claims have been disallowed and expunged from the Debtors' claims register pursuant to orders granting the Debtors' omnibus objection to various claims [Docket Nos. 1808, 1809, 1810, 1811,    1827, I 82 8, 197 7, 197 8, 2285, 2286, 2287, 2490, 25 0 l, 2502).
eThe Restructuring Support Agreement sets forth the following critical milestones (the "RSA Milestones") with respect to the Plan confirmation process. Each of the RSA Milestones may be extended through written agreement in accordance with the terms of the Restructuring Support Agreement.
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Disclosure Statement for the Joint Plan of Reorganization of FirstEnerry Solutions Corp. et al.,
Pursuant to Chapter    Il of the Banlcruptcy Code [Docket Nos. 2119,2120]. The Debtors filed the First Amended Joint Plan of Reorganization of FirstEnerry Solutions Corp. et al., Pursuant to Chapter ll of the Banlcruptcy Code and Drsclosure      Statement for the First Amended Joint Plan of Reorgantzation of FirstEnery Solutions Corp., et al., Pursuant to Chapter Il of the Banlcruptcy Code on March 9, 2019 [Docket Nos. 2250,2251], the Second Amended Joint Plan of Reorganization of FirstEnerg      Solutions Corp. et al., Pursuant to Chapter 11 of    the Banlnuptcy Code and Disclosure Statement "for the Second Amended Joint Plan of Reorganization of FirstEnerry Solutions Corp. et al., Pursuant to Chapter    II of the Bankruptcy Code on March 17,2019 [Docket Nos. 2310,            23ll], and the Third Amended Joint Plan    of Reorganization of FirstEnerg Solutions Corp. et al., Pursuant to Chapter I1 of the Bankruptcy Code and Disclosure Statement      for the Third Amended Joint Plan of Reorganization of FirstEnergt Solutions Corp. et al., Pursuant to Chapter 11 of the Bankruptcy Code on April l, 2019 [Docket Nos. 2430,2431).
: 13. On March 19, 2019, the Court held an initial hearing to approve the Disclosure Statement  for the Third Amended Joint Plan of Reorganization of FirstEnerg Solutions Corp. et al., Pursuant to Chapter l1 of the Banlnuptcy Code. At the end of the hearing, the Court ordered additional briefing on the issue of the nonconsensual third party release contained in prior versions of the Plan and Disclosure Statement. A subsequent hearing was held on April 2,2019 and  onApril 4,2A19, the Court issued  a ruling denying the Debtors'prior motion for approval of the Disclosure Statement.
PLAI\I AND DISCLOSURE STATEMENT
: 14. The Disclosure Statement and Plan, which were filed contemporaneously with the filing of this Motion, are the product of extensive, good-faith negotiations with the    Debtors' 6
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various creditor constituencies and further amendments and settlements between the Debtors and the FE Non-Dehtor Parties following this Court's denial of the prior motion to approve the Disclosure Statement. The Plan constitutes a separate chapter l1 plan of reorganization for each Debtor, as applicable, and shall include the classifications set forth below.
: 15. The Debtors seek to confirm the Plan to effect a comprehensive restructuring of their respective operations (the "Restructuring"). Any Class of Claimr'o o. Interestsll that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class.
: 16. The following charts represent the classification of Claims and Interests for the Debtors pursuant to the Plan.
(a)      FES CIass          Claims and Interests                      $tatus                    Yotins Rishh Class    Al        Other Secured Claims                Unimpaired                  Not Entitled to Vote Asainst FES                                                    (Deemed to Accept)
Class ,4'2        Other Priority Claims              Unimpaired                  Not Entitled to Vote Against FES                                                    (Deemed to Accept)
Class A3          Unsecured PCN/FES                  Impaired                    Entitled to Vote Notes Claims Against FES Class A4          Mansfield Certificate              Impaired                    Entitled to Vote Claims Against FES Class A5          FENOC-FES Unsecured                Impaired                    Entitled to Vote Claims Against FES r0 rcgluin:'means any claim, as defined in section l0l(5) of the Bankruptcy Code, against any of the Debtors.
1r "Interest" means any equity security (as defined in section l0l(16) of the Bankruptcy Code) issued with respect of any Debtor, any membership interests issued with respect to any Debtor, and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, affangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any entity (as set forth in section l0l(15) of the Bankruptcy Code).
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Class A.6  FES Single-Box            Impaired          Entitled to Vote Unsecured Claims Class A7    Mansfield TIA Claims      Impaired          Entitled to Vote Aeainst FES Class AB    Convenience Claims        Impaired          Entitled to Vote Class A9    Inter-Debtor Clarms        Impaired          Shall Not Vote Class A I 0 Interests in FES          Impaired          ]rlot Entitled to Vote (Deemed to Reject)
(b)    FG CLass      Claims and Interests          Status            Votins Rishts Class B 1  Other Secured Claims      Unimpaired        Not Entitled to Vote Aeainst FG                                  (Deemed to Accept)
Class 82    Other Priority Claims      Unimpaired        Not Entitled to Vote Against FG                                  (Deemed to Accept)
Class B3    Secured FG PCN            Unimpaired        Not Entitled to Vote Designated Claims                            (Deemed to Accept)
Class B4    Secured FG PCN            Impaired          Entitled to Vote Reinstated Claims Class B5    Unsecured PCN/FES          Impaired          Entitled to Vote Notes Claims Aeainst FG Class 86    Mansfield Certificate      Impaired          Entitled to Vote Claims Against FG Class B7    FG Single-Box Unsecured    Impaired          Entitled to Vote Claims Class BB    Mansfield TIA Claims      Impaired          Entitled to Vote Class B9    Convenience Claims        Impaired          Entitled to Vote Class B l0  Inter-Debtor Claims        Impaired          Shall Not Vote Class BII  Interests in FG            Unimpaired        Not Entitled to Vote (Deemed to Accept)
(c)    NG Class      Claims and Interests          Status            Yotins Rishts Class C 1  Other Secured Claims      Unimpaired        Not Entitled to Vote Against NG                                  (Deemed to Accept)
Class C2    Other Priority Claims      Unimpaired        Not Entitled to Vote Aeainst NG                                  (Deemed to Accept)
Class C3    Secured NG PCN Claims      Impaired          Entitled to Vote Class C4    Unsecured PCN/FES          Impaired          Entitled to Vote Notes Claims Against NG Class C5    Mansfield Certificate      Impaired          Entitled to Vote Claims Against NG Class C6    NG Single-Box              Impaired          Entitled to Vote Unsecured Claims I
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Class C7  NG-FENOC Unsecured          Impaired              Entitled to Vote Claims Against NG Class CB  Convenience Claims          Impaired              Entitled to Vote Class C9  Inter-Debtor Claims        Impaired              Shall Not Vote Class C l0 Interests in NG            Unimpaired          Not Entitled to Vote (Deemed to Accept)
(d)    FENOC Class      Claims and Interests            Status                Yotins Rights Class D 1  Other Secured        Claims Unimpaired          Not Entitled to Vote Against FENOC                                    (Deemed to Accept)
Class D2  Other Priority      Claims Unimpaired          Not Entitled to Vote Aeainst FENOC                                    (Deemed to Accept)
Class D3  FENOC-FES Unsecured        Impaired            Entitled to Vote Claims against FENOC Class D4  FENOC Single-Box            Impaired            Entitled to Vote Unsecured Claims Class D5  NG-FENOC Unsecured          Impaired            Entitled to Vote Claims against FENOC Class D6  Convenience Claims          Impaired            Entitled to Vote Class D7  Inter-Debtor Clarms        Impaired            Shall Not Vote Class DB  Interests in FENOC          Impaired            Not Entitled to Vote (Deemed to Reiect)
(e)    FGMUC Class      Claims and Interests            Status                Voting Rishts Class El    Other Secured Claims        Unimpaired            Not Entitled to Vote Asainst FGMUC                                      (Deemed to Accept)
Class E2    Other Priority Claims      Unimpaired            Not Entitled to Vote Against FGMUC                                    (Deemed to Accept)
Class E3    Mansfield Certificate      Impaired              Entitled to Vote Claims Asainst FGMUC Class E4    FGMUC Single-Box            Impaired              Entitled to Vote Unsecured Claims Class E5    Mansfield TIA Claims        Impaired              Entitled to Vote Class E6    Convenience Claims          Impaired              Entitled to Vote Class E7    Inter-Debtor Claims        Impaired              Shall Not Vote Class EB    Interests in FGMUC          Unimpaired/lmpaired  Not Entitled to Vote (Deemed to Accept or Reiect)
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(f)    FE Aircraft Class          Claims and lnterests              Status                  Yotins Rishts Class Fl      Other Secured C1aims          Unimpaired              Not Entitled to Vote Against FE Aircraft                                    (Deemed to Accept)
Class F2      Other Priority Claims        Unimpaired              Not Entitled to Vote Against FE Aircraft                                    (Deemed to Accept)
Class F3      General Unsecured Claims      Impaired                Entitled to Vote Against FE Aircraft Class F4      Inter-Debtor Clarms          Impaired                Shall Not Vote Class F5      Interests in FE Aircraft      Impaired                Not Entitled to Vote (Deemed to Reiect)
G)      Norton Class          Claims and Interests              Status                  Voting Rishts Class Gl      Other Secured Claims          Unimpaired              Not Entitled to Vote Against Norton                                        (Deemed to Accept)
Class G2      Other Priority Claims        Unimpaired              Not Entitled to Vote Against Norton                                        (Deemed to Accept)
Class G3      General Unsecured Claims      Impaired                Entitled to Vote Against Norton Class G4      Inter-Debtor Claims          Impaired                Shall Not Vote Class G5      Interests in Norton          Unimpaired              Not Entitled to Vote (Deemed to Accept)
: 17. In the Disclosure Statement, the Debtors provide information explaining why they believe the Plan provides for a comprehensive restructuring and recapitalization of the Debtors' prepetition obligations and corporate form, preserves the going-concern value of the Debtors' businesses, and maximizes recoveries available      to all constituents. Therein, the Debtors  also outline risks, uncertainties and other important factors that could cause the Debtors' actual performance  or  achievements  to be materially different from those they may project.      The Disclosure Statement also contains information regarding the events leading up              to  the commencement      of the Chapter 11 Cases, the material events that have occulred during        the pendency of the Chapter    1l Cases, and the bases for the Plan Settlement (defined herein) that is the centerpiece of the Plan.
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RELIEF REOUESTED I.      APPROVAL OF THE DISCLOSURE STATEMENT A. Approval of the Disclosure Statement
: 18. Section ll25 of the Bankruptcy Code provides      that before a debtor may solicit votes on a chapter I I plan of reorganization,      it must provide its creditors with a disclosure ooapproved, statement that  is              after notice and a hearing, by the court as containing adequate information." As discussed    in more detail helow, the Debtors submit that the Disclosure Statement contains "adequate information" that would enable a hypothetical investor to make an informed judgment about the Plan because it includes, among other things: (i) a discussion of the history of the Debtors and the events leading up to the filing of their Chapter 11 Cases; (ii)    a description of key events leading to the development of the global, integrated settlement of numerous disputes between and among the Debtors, their non-Debtor affiliates, and the Debtors' creditors (the "Plan Settlement ') incorporated in the Plan, including the execution of the Process Support Agreement, the execution of the Standstill Agreement and the Intercompany Protocol, the execution of the FE Settlement Agreement, the Debtors' investigation of Inter-Debtor Claims, and the successful negotiations with creditor groups that culminated with the execution of the Restructuring Support Agreement;      (iii) a description of the settlements and compromises    that make up the Plan Settlement; (iv) a discussion of the releases provided under the Plan, including consensual third party releases; and (v) a summary of the Plan, including the treatment of claims and interests thereunder, the Solicitation Procedures relating thereto, and the tax consequences thereof.
: 19. Section I125(a)(l) of the Bankruptcy Code defines 'oadequate information" to mean as follows:
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[I]nformation of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor's books and records . . . that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan . . . [I]n determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the benefit of additional information to creditors and other parties in interest, and the cost of providing additional information. . . .
Thus, a debtor's disclosure statement must, as a whole, provide information that is "reasonably practicable" to permit an o'informed judgment" by creditors and interest holders entitled to vote on the debtor's plan of reorganization. Nestld Waters N. Am., Inc. v. Mountain Glacier LLC (Inre Mountain Glacier LLC),877 F.3d 246,248 (6th Cir. 2017); Harper v. Oversight Comm. (In re Conco, Inc.),855 F.3d 703,714 (6th Cir. 2017); Abel v. Shugrue (In re lonosphere Clubs, Inc.),
179 B.R. 24,25 n.l (S.D.N.Y. 1995); see In re Dakota Ratl, Inc., 104 B.R. 138, 142 (Bankr. D.
Minn. 1989); In re SmarThlk Teleservices, Inc. Sec. Litig.,487 F. Supp. 2d 914,923 (S.D. Ohio 2007) ("...the Disclosure Statement senres the purpose of giving creditors information necessary to decide whether to accept the plan.").
: 20. Courts have broad discretion      in determining whether a disclosure statement contains "adequate information." See, e.g.,  In re CDECO Mar. Constr Inc., 101 B.R. 499,499 (Bankr. N.D. Ohio 1989) (recognizing that whether a disclosure statement contains adequate information is determined on a case by case basis and is largely within the court's discretion)
(citing Tbx. Extrusion Corp. v. Lockheed Corp. (In re Tex. Extrusion Corp.),844 F.2d 1142, ll57 (5th Cir. 1988)); see also Cadle Co. II v. PC Liquidation Corp. (In re PC Liquidation Corp.),383 B.R. 856, 865 (E.D.N.Y. 2008) (the determination of adequate information is "largely within the discretion of the bankruptcy court"); see also  Inre Dakota Rail,  104 B.R. at 143 (the court has "wide discretion to determine...whether a disclosure statement contains adequate information, without burdensome, unnecessary and cumbersome detail"). C.J. Kirk v. Tbxaco, Inc.,82 B.R.
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678,682 (S.D.N.Y. 1988), citing, H.R. Rep. 95-595, at 408-09 (1977), reprinted              in 1978 U.S.C.C.A.N. 5963, 6364-65 ("The legislative history could hardly be more clear in granting broad discretion to bankruptcy judges under section    ll25(a).") Accordingly, the determination of the adequacy of information in a disclosure statement must be made on a case-by-case basis, focusing on the unique facts and circumstances of each case. See Inre Phoenix Petroleum Co.,
278 B.R. 385, 393 (Bankr. E D. Pa. 2001).
: 21. In determining whether a disclosure statement contains        adequate information, courts generally consider whether the following items are present (which list is not intended to be comprehensive):
(a)    The circumstances that gave rise to the filing of the bankruptcy petition; (b)    A complete description of the available assets and their value; (c)    The anticipated future of the debtor[s];
(d)    The source of the information provided in the disclosure statement; (e)    A disclaimer, which typically indicates that no statements or information concerning the debtor[s] or [their] assets or securities are authorized, other than those set forth in the disclosure statement; (0    The condition and perforrnance of the debtor[s] while in chapter 1l; (s)    Information regarding claims against the estate[s];
(h)    A  liquidation analysis setting forth the estimated return that creditors would receive under chapter 7; (i)    The accounting and valuation methods used to produce the financial information in the disclosure statement; fi)    Information regarding the future management of the debtor[s], including the amount of compensation to be paid to any insiders, directors and/or officers of the debtor[s];
(k)    A summary of the plan of reorganization; (l)    An estimate of all administrative expenses, including attorneys' fees    and accountants' fees; 13 18-50757-amk Doc      253L    FILED  A4l18l1g ENTERED'04f18/19 2O:L9:22 Page 13 of 53
 
(m)    The collectability of any accounts receivable; (n)    Any financial information, valuations or pro forma projections that would be relevant to creditors' determinations of whether to accept or reject the plan; (o)    Information relevant to the risks being taken by the creditors and interest holders; (p)    The actual or projected value that can be obtained from            avoidable transfers; (q)    The existence, likelihood and possible success of non-bankruptcy litigation; (r)    The tax consequences of the plan; and (s)    The relationship of the debtor[s] with affiliates.
See  In re Scioto Valley Mortg. Co., 88 B.R. 168, 170-71 (Bankr. S.D. Ohio 1988) (adopting a 19-point non-exhaustive list of the types of information that may be required in a disclosure statement); see also In re Cardinal Congregate 1,721 B.R. 760,765 (Bankr. S.D. Ohio 1990); In re A.C. Williams Co.,25 B.R. 773,176 (Bankr. N.D. Ohio 1982).
: 22. The Debtors request that the Court approve the Disclosure Statement as providing "adequate information" pursuant to section      ll25 of the Bankruptcy Code. The Debtors believe that the Disclosure Statement contains the sufficient breadth and depth of information to allow parties in interest to make informed judgments to vote on the Plan. The Disclosure Statement sets forth the following key sections and information contained therein:
Executive              Article I contains an overview of, among other topics, the chapter I I Summary                process, the Debtors, and the Plan, including the classification and (Article I)            estimated recoveries for each Class under the Plan.
Yoting                Article II contains information concerning the Solicitation Procedures and Instructions          the Tabulation Procedures for Classes of Claims and Interests entitled to (Article II)          vote on the Plan.
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The Debtons'      Article III contains a description of the Debtors' corporate structure, Business          business operations and capital structure.
Operations and Capital Structune (Article trItr)
The EYents        Article IV contains a history of the Debtors, their businesses, their Le*ding to the    prepetition restructuring initiatives, and the events leading up to the Ilebtors'          Chapter l1 Cases.
f,''inancial Ilifficulties (Article IVI Material Events    Article V contains an overvlew of key events in the Chapter I I Cases, in the Chapter 11  including the appointment of the Committee, the relief sought and granted Cases (Article Y)  in first and second day motions and procedural motions, the retention of professionals, the FE, Settlement Agreement and the extensions of the Debtors' exclusive right to file and solicit acceptances for a chapter 1l plan. Article V also includes a description of the events leading up to the Plan Settlement, the compromises and agreements embodied in the Plan Settlement, and the proposed releases, exculpations and injunctions provided for in the Plan.
Summary of the    Article VI contains detailed information concerning the Plan, including, Plan (Article YI)  among other things, information regarding treatment of Claims and Interests under the Plan and implementation of the Restructuring.
Confirmation of    Article VII contains information to assist the Court and parties in interest the PIan (Article  in determining whether the Plan complies with the Bankruptcy Code,
  \rID              including whether the Plan satisfies the "best interests" test.
Risk Factors      Article VIII sets forth certain risk factors that may affect the Plan, (Articte VIID      including risks associated with the Restructuring, risks related to confirmation of the Plan, risks related to recoveries under the Plan, risks associated with the Debtors' businesses, and certain other risks, including risks associated with approval of the Plan Settlement. Article VIII also contains disclaimers regarding the information provided by and set forth in the Disclosure Statement.
Important          Article IX contains a description of certain securities law matters relating Securities Laws    to the issuance of the New FES Common Stock and the issuance and Ilisclosures      resale of securities under the Plan, (Article IX)
Certain ff.S,      Article X contains a description of certain U.S. federal income tax law Federal Income    consequences of the Plan.
Tax Consequences of the Plan (Article x)
Recommendation    Article XI contains a recommendation by the Debtors that Holders of (Article XI)      Claims and Interests in the Voting Classes should vote to accept the Plan.
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Exhihits                The Debtors adopt and incorporate by reference certain exhibits attached to the Disclosure Statement, including financial projections, a valuation analysis and a liquidation analysis.
: 23. Accordingly, the Debtors submit that the Disclosure Statement contains more than ample and adequate information for a hypothetical reasonable investor to make an informed judgment about the Plan and complies with all aspects of section 1125 of the Bankruptcy Code, and respectfully request that the Court approve the Disclosure Statement. See In re Scioto Valley, 88 B.R. at  l7l  (a disclosure statement need not contain all information on the l9-point non-exhaustive list but "[rather] this list provides a useful starting point for the Court's analysis of the adequacy of information contained in the Disclosure Statement under review").
: 24. Notably, following the Debtors' filing of the original Disclosure Statement in February, the Debtors incorporated substantial modifications and additions to the Disclosure Statement to resolve disclosure-related objections from various parties in interest. Furthet at the prior hearings on approval of the Disclosure Statement, the Court ruled as to certain of            the disclosure-related objections raised      by parties. The revised Disclosure Statement filed contemporaneously herewith includes        all of the modifications and amendments to the prior versions of the document, to the extent still applicable following the changes to the Plan to address the Court's ruling on the nonconsensual third party releases.
B.      The Disclosure Statement Provides Sufficient Notice of Injunction, Exculpation and Release Provisions in the Plan
: 25. Bankruptcy Rule 3016(c) requires that, if a plan provides for an injunction against conduct not otherwise enjoined under the Bankruptcy Code, the plan and disclosure statement must describe, in specific and conspicuous language, the acts to be enjoined and the entities subject to the injunction. Fed. R. Bankr. P. 3016(c).
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: 26. Article VI.I of the Disclosure Statement describes in detail the entities subject to an injunction under the Plan and the acts that they are enjoined from pursuing. Further, the language in Article  VI.I of the Disclosure Statement is in bold, making it conspicuous to anyone who reads    it. Moreover, the Debtor Releases, the Consensual Third Party Releases, and Exculpations contemplated by the Plan, are summarized                in Article V.I of the  Disclosure Statement. Accordingly, the Debtors respectfully submit that the Disclosure Statement complies with Bankruptcy Rule 3016(c) by conspicuously describing the conduct and parties enjoined by the Plan.
: 27.      As noted above, the nonconsensual third party releases in favor of the FE Non-Debtor Released Parties have been eliminated from the Plan, the Disclosure Statement and the various ballots and notices annexed to the proposed order approving the Disclosure Statement.
The consensual third party releases included in the Plan, which now include consensual releases in favor of the FE Non-Debtor Released Parties, as well as the Debtor Released Parties and Other Released Parties, are appropriately disclosed in the Disclosure Statement, as      well as the notices and ballots that  will be sent to creditors and other parties in interest.
II. APPROVAL OF'THE FORM AND MANNER OF THE DISCLOSURE STATEMENT HEARING NOTICE
: 28.      Bankruptcy Rule 3017(a) requires that notice          of the hearing to consider a proposed disclosure statement be provided to creditors, equity security holders and other parties in interest. See Fed. R. Bankr. P. 3017(a) (providing that after a disclosure statement is filed, it must be mailed with the notice of the hearing to consider the disclosure statement and any objections or modifications thereto on no less than 28 days of notice); see a/so Fed. R. Bankr.      P.
2002(b) (requiring not less than 28 days of notice by mail of the time for filing objections and the hearing to consider the approval of a disclosure statement).
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: 29. The Debtors, with the assistance of Prime Clerk, contemporaneously with the filing of this Motion, will provide notice in the form    attached as Exhibit B (the "Disclosure Statement Hearins Notice"), of the hearing to consider approval of the Disclosure Statement (the "Disclosure Statement Hearins"). The Disclosure Statement Hearing Notice: (i) identifies the date, time and place    of the Disclosure  Statement Hearing as May 20, 2019 at 9:30 a.m.
(prevailing Eastem Time) before the Honorable Alan M. Koschik at the John F. Seiberling Federal Building and U.S. Courthouse, 260 U.S. Courthouse, 2 South Main Street, Akron, Ohio 44308, (ii) identifies January 23,2019, or such later date as agreed to by the Debtors with the consent of the Requisite Supporting Parties (as such term is defined in the Restructuring Support Agreement) and the Committee, as the record date (the                  Election Record        for which eligible creditors of FES, FG, NG and FENOC, as applicable, must certify that they (x) were the beneficial holder of such eligible Claim as of the applicable Equity Election Record Date and have not sold, transferred, or provided a participation in such eligible Claims, or directly or implicitly agreed to do so following the applicable Equity Election Record Date or (y) are otherwise a party to the Restructuring Support Agreement and the beneficial holder    of such eligible Claims and such eligible Claims were subject to the Restructuring Support Agreement    as of the applicable Equity Election Record Date; (iii) identifies the objection deadline, May    16, 2019 at 4:00 p.m. (prevailing Eastern Time) (the "Disclosure Statement Obiection Deadline");
and (iv) sets forth procedures for filing objections to approval of the Disclosure Statement and how to obtain the Disclosure Statement and/or the exhibits thereto. The Disclosure Statement Hearing Notice will have been provided on at least twenty-eight (28) calendar days of notice, by electronic transmission, by overnight mail, or by first class mail upon:
(a)    the US Trustee; (b)    counsel to the Committee; 18 1-B-5U757-amk Doc 2531- FILED 04/18/19 ENTERED 04/1-8/19 ?O:L9:22 : Page 18 of 53
 
(c)    all persons or entities that have requested notice of the proceedings in the Chapter I I Cases; (d)    all Holders of Claims and Interests regardless of whether such Holders are entitled to vote on the Plan; (e)    the Internal Revenue Service, the Securities and Exchange Commission, the United States Afforney for the Northern District of Ohio and any other required governmental units; (0      the parties listed on the 2002 Service List and the General Service List (each as defined in the Amended Case Management Order); and (g)    such additional persons and entities as deemed appropriate by the Debtors.
: 30. Bankruptcy Rule 2002(l) permits the Court to order "notice by publication        if it finds that notice by mail is impracticable or that it is desirable to supplement the notice." Fed. R.
Bankr. P. 2002(l). In addition to mailing the Disclosure Statement Hearing Notice, the Debtors will publish the Disclosure Statement Hearing Notice, modified for publication, on    one occasion on or before May 3,2019, in each of the publications listed on Exhibit        C. Additionally,  the Disclosure Hearing Notice (defined below)          will be available electronically at the Debtors' restructuring website, https://cases.primeclerk.com/FES. The Debtors believe that such publication of the Disclosure Statement Hearing Notice will provide sufficient notice to persons who do not otherwise receive notice by mail.
: 31. The Debtors    will not re-distribute any Disclosure  Statement Hearing Notice that may be retumed as undeliverable with no forwarding address. The Dehtors                will post the Disclosure Statement Hearing Notice                on the    Debtors' restructuring website        at https://cases.primeclerk.com/FEs, where the Disclosure Statement Hearing Notice, as well as the Disclosure Statement, can be reviewed without charge.
: 32. The Debtors submit that, through these procedures, they have provided adequate notice of the hearing on the adequacy of the Disclosure Statement and request that the Court l9 18-50757-amk Dori2531 FILED 04/18/1-9 ENTERED 04/LBlL9 2A.L9.22 Page 19 of"SB
 
approve such notice as appropriate and in compliance with the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules for the United States Bankruptcy Court of the Northern District of Ohio (the "Local Rules").
III. APPROVAL OF CERTAIN I}ATES A}[D DEADLINES SET FORTH IN THE PLAN CONFIRMATION SCHEI}ULE
: 33. The Debtors also request that the Court approve the Plan Confirmation Schedule, in accordance with Bankruptcy Rules 3017(d) and 3018(a).
A.      The Voting Record Date
: 34. Bankruptcy Rule 3017(d) provides that upon approval of a disclosure statement, except to the extent that the Court orders otherwise with respect to one or more unimpaired classes  of creditors or equity security holders, a debtor shall mail to all creditors and equity security holders, and the US Trustee, a copy of the plan, the disclosure statement, notice of the voting deadline, and such other information as the court may direct. Fed. R. Bankr. P. 3017(d).
For purposes of soliciting votes in connection with the confirmation of a plan, "creditors and equity security holders shall include holders      of stocks, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the court, for cause, after notice and a hearing." ^Id. Additionally, Bankruptcy Rule 3018(a) provides, in relevant part, that:
[A]n equity security holder or creditor whose claim is based on a security of record shall not be entitled to accept or reject a plan unless the equity security holder or creditor is the holder of record of the security on the date the order approving the disclosure statement is entered or on another date fixed by the court, for cause, after notice and a hearing.
Fed. R. Bankr. P. 3018(a).
: 35. Bankruptcy Rule 3001(e) permits holders of claims against a debtor to transfer those claims to another party after the original claimant files its proof of claim ("Transferred 20 18-50757-amk Doc        2531    FILED 04/X.B/19 ENTERED 04/18119            20:19:22 Page 20 of 53
 
Claims"), and also requires the transferee of a Transferred Claim to file evidence of the transfer with the Clerk of the Court. The Debtors propose that the transferee of a Transferred Claim will be entitled to receive a Solicitation Package and cast a Ballot on account of such Transferred Claim gdy if: (i) all actions necessary to effect the transfer of the Claim pursuant to Bankruptcy Rule 3001(e) have been completed one (1) business day prior to the Voting Record Date; or (ii) the transferee files one  (l) business day prior to the Voting Record Date (a) the documentation required by Bankruptcy Rule 3001(e) to evidence the transfer and (b) a swom statement of the transferor supporting the validity of the transfer.
: 36. The Debtors request that the Court exercise its authority under Bankruptcy Rules 3017(d) and 3018(a) and establish the first day of the Disclosure Statement Hearing as the voting record date (the "Voting Record Date"). The establishment          of the Voting Record Date      is appropriate to: (i) facilitate the determination of which creditors are entitled to vote or accept or reject the Plan, or, in the case of Holders of Claims and Interests in the Non-Voting Classes, to receive the Notice of Non-Voting Status - Unimpaired Classes or Notice of Non-Voting Status -
Impaired Classes, as applicable; and      (ii) to  determine whether Claims have been properly transferred to an assignee pursuant to Bankruptcy Rule 3001(e) such that the assignee can vote as the Holder of the Claim.
B.      The Voting Deadline
: 37. Bankruptcy Rule 3017(c) provides that, on or before approval of a disclosure statement, the court shall set a time within which the holders    of claims or equity interest may accept or reject a plan. Fed. R. Bankr. P. 3017(c). The Debtors anticipate completing delivery    of the Solicitation Packages by no later than five (5) business days after entry of the Order (the "Solicitation Deadline"). Accordingl5 the Debtors request that the Court exercise its authority under Bankruptcy Rule 3017(c) to establish July 5,2019,'at 4:00 p.m. (prevailing Eastern Time) 2t 18-50757-amk Doc 2531 FILED O4lLBfl.9 ENTEREB 04/18/L9 20:L9:22 Page 21 of 53
 
as the deadline    for voting on the Plan (the "Voting Deadline"). The Debtors propose that for votes to be counted, all Ballots must be properly executed, completed, and delivered to Prime Clerk: (i) via E-Balloting Portal submission; (ii) by first class mai[; (iii) hy overnight courier; or (iv) by personal delivery, so that they are actually received bv Prime Clerk no later than the Votine Deadline. The Confirmation Hearing Notice will prominently state the Voting Deadline.
: 38. Authority is requested to extend, for any reason deemed appropriate by              the Debtors, the time by which Ballots may be accepted. Such extensions may be made by the Debtors by oral or written notice to Prime Clerk. Any instance in which the Voting Deadline is extended shall be listed in the Voting Certification (defined below).
: 39. The Debtors submit that the following proposed solicitation period        - at least 30 days  - is a sufficient and adequate period within which creditors can make informed decisions to accept or reject the Plan and submit timely Ballots, and for the Nominees (defined below) to distribute the Beneficial    Ballots (defined below) and complete and submit Master              Ballots (defined below).
C.      The Plan Objection Ileadline
: 40. The Debtors request that the Court direct the manner in which ohjections to confirmation shall be made. Fed. R. Bankr. P. 3020(bxl). Pursuant                to  Bankruptcy Rule 3020(bXl), objections to confirmation of a plan must be filed and served "within a time fixed by the Court." Fed. R. Bankr. P. 3020(bxl). The Debtors request that the Court establish July 5, 2019, at 4:00 p.m. (prevailing Eastern Time) as the deadline (the "Plan Objection        Deadlfu") by which objections to the Plan,      if any, must be filed and served        in  accordance  with  the Confirmation Hearing Notice. The Debtors believe that the Plan Objection Deadline            will afford the Court, the Debtors, and other parties in interest reasonable time to consider the objections and proposed modifications prior to the Confirmation Hearing.
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D. The Confirmation Hearing
: 41. Section I128(a) of the Bankruptcy Code provides that "[a]fter notice, the court shall hold a hearing on confirmation of a plan."      ll U.S.C. $ ll28(a). Bankruptcy Rule 3017(c) provides, in relevant part, that "[o]n or before approval of the disclosure statement, the court. .  .
may  fix a date for the hearing on confirmation  [of the plan]" Fed. R. Bankr. P. 3017(c).
: 42. In accordance with section ll28 of the Bankruptcy Code and Bankruptcy Rule 3017(c), the Debtors request that the Confirmation Hearing be scheduled on July 15,2019, at 9:30 a.m. (prevailing Eastern Time) (the "Confirmation Hearing"). The Debtors propose that the Confirmation Hearing may be continued from time to time by the Court or the Debtors without further notice other than by such adjournment being announced in open court or as indicated in any notice of agenda of matters scheduled for a particular hearing that is filed with the Court.
: 43. The Debtors submit that the proposed timing for the Confirmation Hearing complies with the Bankruptcy Code and the Bankruptcy Rules, and            will enable the Debtors to pursue confirmation on a timely basis.
IV.      APPROVAL OF THE SOLICITATION PROCEI}URES
: 44. The Debtors seek Court approval of the Solicitation Procedures in order to facilitate an efficient and expeditious solicitation process in connection with the Plan, utilizing the services of Prime Clerk to act as the Debtors' claims, noticing and solicitation agent. The Solicitation Procedures include: (i) the forms of Ballots; (ii) the form of the notice relating to certain key dates and facts relating to Plan confirmation;      (iii) the contents of and the form of documents comprising the proposed Solicitation Package (as defined below) to be distributed to creditors in connection with solicitation of votes on the Plan; (iv) the contents and form of documents distributed to those creditors not entitled to vote on the Plan; (v) the deadline for submitting Ballots; and (vi) the Voting Record Date.
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: 45. As described in more detail below, the Debtors respectfully submit that                        the Solicitation Procedures provide adequate notice to the large number of Holders in these cases, and afford a fair and reasonable opportunity to vote on the Plan.
A.      Parties Entitled to Vote
: 46. The Debtors have filed schedules of assets and liabilities (collectively, and as may be amended, the "Schedules") and on August22,20l8, the Court entered the Bar Date Order.
Holders of Claims in the following Classes of Claims are entitled to vote: A3, A4. A5. A6. A7.
A8 85 87. B8. B9. C3. C4. C5. C6. C7- C8. I)3, D4. D5. D6. 83. E4. E5. E6. F3 and G3 (collectively, the "f/oIing_Qlasses") unless such a Claim meets the following criteria (the "Votin g Non-El i gibilitv  Criteria")-
(a)      as of the Voting Record Date, such Claim has been disallowed or expunged; (b)      the Debtors scheduled such Claim as contingent, unliquidated, or disputed and a proof of claim was not filed by the General Bar Date or deemed timely filed by order of the Court at least five (5) business days prior to the Voting Deadline; or (c)      such Claim is subject to an objection that remains unresolved as of June 30,2019.
: 47. Creditors who are not included in the Schedules and who have not timely filed a proof of claim by the General Bar Date, or meet the Voting Non-Eligibility Criteria, will not be entitled to vote.
: 48. The following classes of Claims and Interests are not entitled to vote or shall not vote (collectively, the "Non-Voting Classes"):          AL\2d9,        A10. 81, B2- 83. 810. 811, Cl.. C2, C9. Cl0. Dl. D2. D7. D8. El. E2. E?, E8.            Fl. F2. F4, F5. Gl, G2. G4 and G5.12 t' For the avoidance of doubt, the Debtors will not be receiving Ballots because they will not be voting on the Inter-Debtor Claims.
24 18-50757-amk Doc 2531- FILED 04/18/19 ENTERED 04/1-8/Lg 2O:L9:22 Page 24 of 53
: 49. Further, because the FE-Non Debtor Parties are releasing any and all prepetition Claims against the Debtors pursuant to the terms of the Plan, the FE Non-Debtor Parties shall not vote on the Plan. To the extent the FE Settlement Agreement is terminated, nothing contained in the Plan or the Order shall be deemed to waive or release any Claims held by the FE Non-Debtor Parties under any subsequent plan of reorganization or liquidation or the FE Non-Debtor Parties' right to vote thereon.
B.      Ohjections to Claims for Voting Purposes Only
: 50. The proposed deadline for filing and serving objections,  if any, to claims solely for the purpose of determining which creditors are entitled to vote to accept or reject the plan
("Ohiection for Votine Purposes") is June 10,2019 (the "Votins Purposes Objection Deadline").
The Voting Purposes Objection Deadline is a deadline solely for the purpose of determining whether a Claim meets the Voting Non-Eligibility Criteria or for the Debtors' to file a motion seeking to  fix a voting amount for a particular Claim. The deadline is not      intended to be a deadline by which the Debtors or any other party must    file objections to the allowance of any Claim or Interest for any other purpose. Any such Claim Allowed in an amount for voting purposes shall be allowed for voting purposes only.
C. Temporary Allowance of Claims for Voting Purposes
: 51. Bankruptcy Rule 3018(a) provides that "the court after notice and hearing may temporarily allow [any] claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan." The following proposed procedures provide a fair and reasonable voting process for all creditors.
: 52. For voting purposes, it is proposed that each Claim within the Voting Classes be counted for voting purposes in an amount equal to the amount of the Claim as set forth in (i) the 25
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Schedules or  (ii) the filed proof of claim  as reflected in the claims register maintained by Prime Clerk as of the Voting Record Date, subiect to the followins exceptions:
(a)      If a Claim  meets any of the Voting  Non-Eligibility Criteria such claim will be disallowed for voting purposes; (b)      If a Claim is deemed allowed in accordance with      the Plan, an order of the Court or a stipulated agreement between the parties, such Claim is allowed for voting purposes in the deemed allowed amount set forth in the Plan, order or stipulated agreement; (c) If a proof of claim was timely filed in accordance with the applicable procedures set forth in the Bar Date Order, in a liquidated amount, such Claim will be temporarily allowed in the amount set forth in the proof of claim, unless such Claim is contingent on its face (after a review by the Debtors of the supporting documentation affached to the proof of claim form) or disputed as set forth in subparagraph (h) below, in which case the claimant will be allowed to cast one vote valued at one dollar ($1.00) for voting purposes only; (d) If a Claim for which a proof of claim has been timely filed is (i) contingent or unliquidated (as determined on the face of the proof of claim or after a review of the supporting documentation by the Debtors), or (ii) does not otherwise specify a fixed or liquidated amount, the claimant will be allowed to cast one vote valued at one dollar ($1.00) for voting purposes only; (e)      If a Claim is listed in the Schedules as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the General Bar Date or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline, such Claim will be disallowed for voting purposes; (0      If a Claim is represented by a timely filed proof of claim and (i) is determined by the Debtors (after a review by the Debtors of the supporting documentation attached to the proof of claim form) to be contingent or unliquidated in part, or (ii) has been listed in the Schedules by the Debtors as contingent, unliquidated or disputed, the claimant will be allowed to cast one vote valued at one dollar ($1.001 for voting purposes only; (g)      Notwithstanding anything to the contrary contained herein, if an Unsecured Claim for which a proof of claim has been timely filed also contains a Secured Claim in an unliquidated amount based solely on a reservation of a right of setoff, the claimant will only be entitled to vote the Unsecured Claim in the applicable Unsecured Plan Class and will not be entitled to vote the Secured Claim in the otherwise applicable Secured Plan Class; 26 18i50757-amk Doc 253L FILED 04/18/1-9 ENTERED 04/18/1"9 20:L,'.22; Page 26 of 53
 
(h)      If the Debtors have filed an objection to a Claim no later than the Voting Purposes Objection Deadline, such Claim will be temporarily disallowed for voting pu{poses, except as otherwise ordered by the Court pursuant to a Temporary Allowance Request Motion (defined below); provided, however, that if the Debtors' objection seeks to reclassify or reduce the allowed amount of such Claim, then such Claim will be temporarily allowed for voting purposes in the reduced amount and/or reclassified, except as otherwise ordered by the Court before the Voting Deadline pursuant to a Temporary Allowance Request Motion; (i)      If a Claim is allowed pursuant to an order of the Court on or hefore June 28, 2019, in connection with a Temporary Allowance Request Motion, then the Holder of such Claim will be entitled to vote to accept or reject the Plan in accordance with the terms of such order;l3 and fi)      If a Claim  has been otherwise allowed for voting purposes by order of the Court, such Claim will be temporarily allowed in the amount so allowed by the Court for voting purposes only, and not for purposes of allowance or distribution.
: 53.      If  any claimant elects to challenge the disallowance, classification or treatment              of its Claim for voting purposes (including, without limitation, the treatment of the Claim for voting purposes as set forth in paragraph 50 of this Motion), such claimant shall file with the Court a motion (a o'Temporary Allowance Request Motion") pursuant to Bankruptcy Rule 30lS(a) requesting such relief as        it may assert is proper, including the temporary allowance or reclassification of its Claim solely for voting purposes. The claimant's vote will not be counted, unless temporarily allowed by an order entered on or before June 28, 2019, or as otherwise ordered by the Court. The following sets forth the proposed briefing schedule for the                  filing of a Temporary Allowance Request Motion:
(a)      All  Temporary Allowance Request Motions must be filed and served on or before the seventh (7tn) day after the later of (i) service of the Confirmation Hearing Notice if an objection to a specific Claim is pending or such claim has been listed in the Schedules as contingent, unliquidated, or disputed, and (ii) service of a notice of an objection, if any, as to the specific Claim, but in no event later than June 18, 2019, at 4:00 p.m.;
  "For the avoidance of doubt, such a Claim shall not be allowed for purposes of allowance or distributions under the Plan.
27 18-50757-amk Dsc?531 FILED 04/18/L9 ENTERED 04/18/19 20:1-9:22 Page 27 of;53                                          :
 
(b) All objections and responses          to Temporary Allowance Request Motions must be filed and served on or before June 25,2019 (c)    A claimant may file a reply to any objection or response to its motion on or before June 26,2019; and (d)    Any order temporarily allowing such Claim must be entered on or before June 28,2019, or as otherwise ordered by the Court.
: 54. Temporary Allowance Request Motions must: (i) be made in writing;                (ii) comply with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; (iii) set forth the name of the claimant(s) pursuing the Temporary Allowance Request Motion; (iv) set forth the name(s)                of the Debtor(s) against which the Claim(s) is/are asserted; (v) state with particularity the legal and factual bases relied upon for the relief requested by the Temporary Allowance Request Motion; and (vi) be filed and served in accordance with the Amended Case Management Order, in each case so as  to he received by the following parties (the "Notice Parties") (with a copy to                the chambers of the HonorableAlan M. Koschik, United States Bankruptcy Judge) no later than June 18,2019:
(a)    the Debtors, (i) FirstEnergy Solutions Corp., 341 White Pond Drive, Akron, OH 44320, Attention: Rick Giannantonio, General Counsel, Email address: giannanr@firstenergycorp.com, (ii) Akin Gump Strauss Hauer &
Feld LLP, One Bryant Park, New York, NY 10036, Attention: Ira Dizengoff, Brad Kahn, Email address: idizengoff@akingump.com and bkahn@akingump.com, and (iii) Akin Gump Skauss Hauer & Feld LLR 1333 New Hampshire Avenue, N.W., Washington, DC 20036, Attention:
Scott Alberino, Email address: salberino@akingump.com; (b)    the Committee, c/o Milbank LLP, 55 Hudson Yards, New York, New York 10001, Attention: Evan R. Fleck and Parker J. Milender, Email address:
efleck@milbank.com and pmilender@milbank.com; (c)    the Ad Hoc Noteholder Group, c/o Kramer Levin Naftalis                & Frankel LLP, ll77 Avenue of the Americas, New York, New York 10036, Attention:
Amy Caton and Joseph A. Shifer, Email                                          address:
ac aton@kram erl ev i n. c o m and j s h i fer@kram erl ev i n. c om ;
(d)    the Mansfield Certificateholders Group, c/o Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022, Attention: George Davis and 28 18-50757-amk Doc 253L FILED O4/18I19 ENTERED 04/1-8/L9 20.L9:22 Page 28 of 53
 
Andrew Parlen, Email              address:    george.davis@lw.com and andrew.parlen@lw. com      ;
(e)    the FES Creditor Group, c/o Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attention: Darren S. Klein and Natasha Tsiouris, Email address: darren.klein@davispolk.com and natasha.tsiouris@davispo lk.com ;
(0      the FE'Non-Debtor Parties, cla Jones Day, 901 Lakeside Ave.              E.,
Cleveland, Ohio 44114, Attention: Heather Lennox, Thomas M. Wearsch and T. Daniel Reynolds, email address:              hlennox@jonesday.com, twearsch @j onesday. com and tdreynolds@j one sday. com ; and (g) the Office of the United States Trustee,              Region 9, Howard M.
Metzenbaum U.S. Courthouse, 201 Superior Avenue E, Suite 441, Cleveland, Ohio 44114, Attention: Tiiara N. A. Patton, Email address:
ti iara.paffon@usdoj  . gov.
: 55. Temporary Allowance Request Motions that do not comply with the foregoing will not be considered by the Court      and will  be deemed denied except as otherwise ordered by the Court.
: 56. If the Debtors and such claimant are unable to resolve the issues raised by the Temporary Allowance Request Motion prior to the Voting Deadline, such Temporary Allowance Request Motion shall be considered by the Court at such time as it shall direct. At such hearing, the Court shall determine whether the provisional Ballot should be allowed to the extent for voting purposes and the amount(s) of the Claim(s) that may be voted.
: 57. Any claimant timely filing and serving a Temporary Allowance Request Motion that has not otherwise been provided a Solicitation Package shall be provided with a provisional Ballot and shall be allowed to cast a provisional vote to accept or reject the Plan on or before the Voting Deadline, pending a determination of such motion by the Court. No later than two (2) business days after the    filing and service of such Temporary Allowance Request Motion, Prime Clerk wi(( send the movant a Solicitation Package, and the movant shall be required to retum its provisional Ballot to Prime Clerk by the Voting Deadline.
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D.      Approval of Solicitation Packages and Procedures for llistribution Thereof
: 58. Bankruptcy Rule 3017(d) specifies the materials that must be provided to holders of claims and equity interests for the purpose of solicitation of their votes and providing adequate notice of the hearing on confirmation of a chapter I I plan:
Upon approval of a disclosure statement, - except to the extent that the court orders otherwise with respect to one or more unimpaired classes  of creditors or equity  security holders  - the debtor in possession, trustee, proponent of the plan, or clerk as the court orders shall mail to all creditors and equity security holders, and in a chapter I I reorganization case shall transmit to the United States trustee, (l)      the plan or a court approved summary of the plan; (2)      the disclosure statement as approved by the court; (3)      notice of the time within which acceptances and rejections of the plan may be filed; and (4)      any other information as the court may direct, including any court opinion approving the disclosure statement or a court-approved summary of the opinion.
: 59. In addition, notice of the time established for filing and service of objections and the hearing on confirmation will be sent to all creditors entitled to vote in accordance with Bankruptcy Rule 2002(b), together with a form of Ballot conforming to Official Bankruptcy Form No. 14, substantially in the form attached to the Order as Exhibits 1 throuqh            19. as modified to reflect the amount and nature of the claimant's Claim,        will be sent to claimants entitled to vote on the PIan.
: 60. After approval of the Disclosure Statement as containing adequate information      as required by section 1125 of the Bankruptcy Code, the Debtors propose to mail or cause to be mailed applicable materials      in connection with the voting on the Plan and notice        of the Confirmation Hearing the ("Solicitation      Pack      "). The Debtors will transmit, or cause to be 30 1-8'50757-amk Doc 2531 FILED A4lLBl19 ENTERED 04/18/L9 2O.l#.22 Page 30 of 53
 
transmiffed, the Solicitation Packages by no later than five (5) business days after entry of the Order, or as soon thereafter as reasonably practicable. In order to ensure that Prime Clerk can meet its Solicitation Deadline,        it is imperative that the Mansfield Indenture            Trustee, the Secured PCN Indenture Trustees and the Unsecured PCN Indenture Trustee deliver security position reports to Prime Clerk on or before May 23,2019 (the "Security                  Positio                        ").
: 61.      In  accordance    with Bankruptcy Rule 3017(d), each Solicitation                  Package shall contain a copy of:
(a)      the Order granting the relief requested herein (without any exhibits);
(b)      the Confirmation Hearing Notice; (c)      if the recipient is a Holder of a Claim in a Voting Class or Nominee, (i) the Disclosure Statement, including the Plan as an attachment, on paper or USB flash drive, (ii) a Ballot, and (iii) a letter explaining the Committee' s recommendation that the creditor vote in favor of the Plan, and, as appropriate, a postage-prepaid envelope;'n gE (d)      if the recipient is a Holder of a Claim or Interest in a Non-Voting Class, a Notice of Non-Voting Status - Unimpaired Classes or a Notice of Non-Voting Status - Impaired Classes (together, the "Notices of Non-VotG Status"); and (e)      such other materials as may be ordered or permitted by the Court.
: 62.      In addition to the Solicitation Packages described in the foregoing paragraph, the Debtors also propose to mail or cause to be mailed a copy of the Confirmation Hearing Notice to (i) the retail and wholesale            customers of FESI5 and          (ii)  executory contract and lease counterparties who have not filed proofs of claim in the Chapter I I Cases.
raConsistent with securities industry practice in hankruptcy solicitations, Ballots will be distributed to Nominees together with the Solicitation Packages to be forwarded by them to the beneficial owners. Solicitation Packages will be distributed to beneficial owners approximately seven (7) days after the initial distribution of Solicitation Packages to the Nominee.
  " This Court approved certain notice procedures relating to these customers in the Order Authorizing the Debtors to (l) Maintain and Administer Customer Pragrams and to Perform under Customer Agreements, (II) Honor Obligations RelatedThereto, and      (IIl Establish Proceduresfor NotifyingCustomers in the Debtors'Chapter          Il Cases [Docket No. l6l].
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: 63.      In order to avoid duplication and reduce expenses, the Debtors request that Prime Clerk be authorized (but not directed) to provide creditors who have filed duplicate Claims against the Debtors (whether against the same or multiple Debtors) which are classified under the Plan in the same class with only one Solicitation Package and the appropriate number of Ballots (if applicable) for voting their claims with  respect to that class.
: 64.      In the interests of economy, copies of the Disclosure        Statement and the Plan included in the Solicitation Package will be provided in PDF format (with the exception of the Ballots and the Confirmation Hearing Notice, which          will be provided in printed hard copies) instead of printed hard copies. Nonetheless,      if requested in writing to Prime Clerk at FirstEnergy Solutions Corp. Ballot Processing, c/o Prime Clerk LLC, 830 Third Avenue, 3rd Floor, New York, NY 10022, or by calling (855) 934-8766 by a party in interest, printed hard copies will be provided to such person. The Solicitation Package (except the Ballots) can also be obtained by acce s sin g https ://cases.primec lerk.com/FES .
: 65.      The distribution of the Solicitation Packages by the Solicitation Deadline will provide all Holders of Claims entitled to vote on the Plan with the requisite materials and sufficient time to make an informed decision with respect to the Plan.            ,See Fed. R. Bankr. P.
3017(d) (providing that, after approval of a disclosure statement, a debtor must transmit the plan, the approved disclosure statement, a notice of the time within which acceptances and rejections of such plan may be filed, and any other information that the Court may direct to certain holders of claims); Fed. R. Bankr.      P. 2002(b) (requiring not less than 28 days  of notice by mail of the time for filing objections and the hearing to consider the confirmation of a chapter I I plan).
: 66.      The Debtors anticipate that some notices and/or Solicitation Packages may be retumed by the United States Postal Service as undeliverable. The Debtors believe that it would 32 18-50757-amk Doc 2531 FILED 04/l-8I1-9 ENTERED 04/18/19 20.19:22 Page 32 of 53
 
be costly and wasteful to mail such notices and/or Solicitation Packages to the same addresses to which undeliverable notices were mailed. Therefore, the Debtors request that the Court waive the strict notice provisions of Bankruptcy Rules 2002(b) and 3017(d) unless a new mailing address is provided to Prime Clerk and the Debtors before June 14,2019.
: 67. The Debtors submit that the proposed notice and service procedures are adequate and sufficient  forthe purposes of section ll25 of the BankruptcyCode and should be approved and that the Solicitation Packages contain all of the materials required to be transmitted pursuant to Bankruptcy Rule 3017(d).
E.      Approval of Form of Ballots
: 68. Bankruptcy Rule 3017(d) requires the Debtors to mail a form of ballot that suhstantially conforms to Offrcial Form No. 14 only to oocreditors and equity security holders entitled to vote on the plan." The Debtors intend to distribute the Ballots to the parties entitled to vote on the Plan. The forms for the Ballots are based on Official Form No. 14, but have been modified to address the particular aspects of the Plan and the Chapter l1 Cases, to include certain additional information that may be relevant and appropriate for each class of claims entitled to vote. Only the Holders of Claims in the Voting Classes are entitled to vote on the Plan. To be counted, all votes must be cast by using the Ballot enclosed with the Solicitation Package and be received hy Voting Deadline.
: 69. The Ballots have been designed to provide each Voting Class with an opportunity to vote to accept or reject the Plan, as well as exercise any elections to which each Class is entitled as set forth in Article III of the Plan. Each Ballot contains information about the releases set forth  in the Plan, and provides an explanation of which Holders of Claims are deemed to JJ 18-50757-amk Doc 2531 FILED 04/18/l-9 ENTERED.04/1BlL9 2O:!9:22 Page 33 of 53
 
grant the Consensual Third Party Releases.'u Moreover, Holders of Claims may be eligible to exercise one of the following two types of elections (if any) via proper execution of their Ballots:
(a)      Convenience Claim Eleclion: Holders of a General Unsecured Claim in an amount greater than $ 1,000, 000 in Classes A5, A6, 87, C6. C7, D3, D4. D5. and E4 may elect to voluntarily and irrevocably reduce the aggregate amount of such Claim to $1,000,000 pursuant to a valid election by the Holder of such General Unsecured Claim made on its Ballot on or before the Plan Voting Deadline.
(b)      Equity Election: Holders of Claims in Classes A5. A6.87. C6. C7. and D3 have an option to elect to receive a distribution in the form of New FES Common Stock instead of a distribution in the form of cash if such Holder certifies on its Ballot to accept or reject the Plan that the Holder (i) was the beneficial holder of such Claims as of the applicable Equity E,lection Record Date and has not sold, transferred, or provided a participation in such Claims, or directly or implicitly agreed to do so following the applicable Equity Election Record Date or (ii) is otherwise a party to the Restructuring Support Agreement and the beneficial holder of such Claims and such Claims were subject to the Restructuring Support Agreement as of the applicable Equity Election Record Date (the "Equitv Election Conditions"). For the avoidance of doubt, any holder of a Claim in Classes A5, A6,F7, C6, C7, and D3, who is not a party to the RSA who sells their claim following the Equity Election Record Date, will not be permitted to make an election for equity under the Plan and any buyer of a Claim in Classes A.5, 4.6, 87, C6, C7, and D3, which claim is not subject to the Restructuring Support Agreement as of the Equity Election Record Date will only be permitted to receive cash on account of such Claim.
7A.      The following chart provides a summary of the form Ballots for each Voting Class, which are all attached hereto as Exhibits A-1 through A-19:
Plan          Claims and                                  Exhibit                          Elections in Ballot (if CIass            Interests                                                                          any)
FES Class A.3  Unsecured PCNtrES        Exh. A-l: Unsecured PCN/FES Notes Claims Master Notes Claims Against      Ballot FES                      Exh. A-2: Unsecured PCNIFES Notes Claims Beneficial Ballot Class A'4  Manstield Certificate    Exh. A-3: Mansfield Certificate Claims Master Ballot Clainrs Against FES      Exh. A-4: Mansfield Certificate Claims BeneficialBallot
  'u Ary Holder of a Claim that votes to accept or is deemed to accept the Plan shall be deemed to have granted the Consensual Third Party Releases. Holders of Claims that vote to reject the PIan or who elect not to vote to accept or reject the Plan shall not be deemed to have granted the Consensual Third Party Releases.
34 18;50757-amk Doc 2531- FILED 04lLBl1.9 ENTERED 04/18/19 20-Ig'.22 Page 34 of 53
 
Plan          Clnims and                              Exhibit                          Elections in Ballot    {if Class          Interests                                                                        anv)
Class A5  FENOC.FES            Exh. A-5: FENOC-FES Unsecured Claims Ballot                      Convenience Unsecured Claims                                                                      Claim Election Aeainst FES                                                                            Equity Election Class 4.6 FES Single-Box        Exh. 4-6: FES Single-Box Unsecured Claims Ballot                Convenience Unsecured Claims                                                                      Claim Election Equity Election Class A7  Mansfield TIA Claims  Exh. A-7: Mansfield TIA Claims Ballot Aeainst FES Class A8  Convenience Claims    Exh. A-8: Convenience Claims Ballot Asainst FES FG Class B4  Secured FG PCN        Exh. A-9: Secured FG PCN Reinstated Claims Master Reinstated Claims    Ballot Exh. A-10: Secured FG PCN Reinstated Claims Beneficial Ballot Class 85  Unsecured PCNtrES    Exh. A-1: Unsecured PCN/IES Notes Claims Master Notes Claims Against  Ballot FG                    Exh. A-2: Unsecured PCNffES Notes Claims Beneficial Ballot Class B6  Mansfield Certificate Exh. A-3: Mansfield Certificate Claims Master Ballot Claims Against FG    Exh. A-4: Mansfield Certificate Claims Beneficial Ballot Class B7  FG Single-Box        Exh. A-11: FG Single-Box Unsecured Claims Ballot                Convenience Unsecured Claims                                                                      Claim Election Equitv Election Class B8  Mansfield TIA Claims  Exh. A-7: Mansfield TIA Claims Ballot Aeainst FG Class B9  Convenience Claims    Exh. A-8: Convenience Claims Ballot Aeainst FG NG Class C3  Secured NG PCN        Exh. A-12: Secured NG PCN Claims Master Ballot Claims Exh. A-13: Secured NG PCN Claims Beneficial Ballot Class C4  Unsecured PCNffES    Exlt. A-l: Unsecured PCN/FES Notes Claims Master Notes Claims Against  Ballot NG                    Exh. A-2: Unsecured PCN/f'ES Notes Claims Beneficial Ballot Class C5  Mansfield Certificate Exh. A-3: Mansfield Certificate Claims Master Ballot Claims Against NG Exh. A-4: Mansfield Certificate Claims Beneficial Ballot Class C6  NG Single-Box        Exh. A-14: NG Single-Box Unsecured Claims Ballot                Convenience Unsecured Claims                                                                      Claim Election Equity Election Class C7  NG-FENOC Unsecured    Exh. A-15: NG-FENOC Unsecured Claims Ballot                      Convenience Claims Against NG                                                                      Claim Election Equity Election Class C8  Convenience Claims    Exh. A-8: Convenience Claims Ballot Against NG 35 18-50757-amk        Dcrc  2531  FILED    }AlIBlLg        ENTERED 04/1811-9 2O.Lg:22 Page 35 0.f'53-
 
Plan          Claims and                                  Exhibit                            Elections in Ballot    (if CIats            Interests                                                                              any)
FENOC Class D3  FENOC.FES                Exh. A-5: FENOC-FES Unsecured Claims Ballot                        Convenience Unsecured        Clairns                                                                    Claim Election against FENOC                                                                                Equity Election W:    only up to portion        of Allowed FENOC/FES Unsecured Claim guaranteed      by rEg)
Class D4  FENOC Single-Box Exh. A-16: FENOC                Single-Box Unsecured Claims                Convenience Unsecured Claims Against FENOC Ballot                                                        Claim Election Asainst FENOC CIass D5  NG-FENOC Unsecured        Exh. A-15: NG-FENOC Unsecured Claims Ballot                        Convenience Claims Asainst FENOC                                                                        Claim Election Class D6  Convenience      Claims  Exh. A-8: Convenience Claims Ballot Asainst FENOC FGMUC Class E3  Mansfield Certificate    Exh. A-3: Mansfield Certificate Clairns Master Ballot Claims Against Exh. A-4: Mansfield Certificate Clairns Beneficial Ballot FGMUC Class E4  FGMUC Single-Box          Exh. A-17: FGMUC Single-Box Unsecured Claims Ballot                Convenience Unsecured Claims                                                                            Claim Election Class E5  Mansfield TIA Claims      Exh. A-7: Mansfield TIA Claims Ballot Asainst FGMUC Class E6  Convenience Claims        Exh. A-8: Convenience Claims Ballot Asainst FGMUC FE Aircraft Class F3  General Unsecured        Exh. A-18: General Unsecured Claims Against            FE Claims Against FE        Aircraft Ballot Aircraft Norton Class G3  General Unsecured        Exh. A-19: General Unsecured Claims Against Norton Claims Against Norton    Ballot
: 71.      To effectuate the foregoing option, Holders of Claims in Voting Classes will receive a Ballot substantially in the form annexed to the Order as indicated in the chart above.
: 72.        With respect to Classes A3. A4. 84, 85. 86. C4. C5 and E3, the Debtors request authority to send Ballots to the banks, brokerage firms, or other agents or nominees that are the record holders for such Claims (collectively, the "Nominees"). Each Nominee                        will  be entitled to receive reasonably sufficient copies of (a) beneficial ballots (each, a "Beneficial Ballot") for Holders of Unsecured PCN/FES Notes Claims, Mansfield Certificate Claims, Secured FG PCN 36 18-50757-amk Doc 253L FILED 04/18/1-9 ENTERED 04/18/19 20L9:22 Page 36 of 53
 
Reinstated Claims or Secured NG PCN Claims, as applicable, and (b) Solicitation Packages to distribute    to the beneficial owners of the Unsecured              PCN/FES Notes Claims, Mansfield Certificate Claims, Secured FG PCN Reinstated Claims                    or Secured NG PCN Claims, as applicable, for whom such Nominee holds such Claims.
: 73. The Debtors shall be responsible for each such Nominee's requested reasonable, documented costs and expenses associated with the distribution of copies of Beneficial Ballots and Solicitation Packages to the beneficial owners                of Unsecured    PCN/FES Notes Claims, Mansfield Certificate Claims, Secured FG PCN Reinstated Ctaims or Secured NG PCN Claims (collectively, the o'Voting      Bondholder ")                  and tabulation of the Beneficial Ballots.
Additionally each Nominee will receive retumed Beneficial Ballots from the beneficial owners, tabulate the results, and retum, inter alia, such results to Prime Clerk (each, a "Master Ballot")
by the Voting Deadline, or alrange for beneficial holders to receive pre-validated Beneficial Ballots for direct retum for Prime Clerk before the Voting Deadline."
: 74. A Nominee has two options with respect to voting. Under the first option, the Nominee will forward the Solicitation Package to each beneficial owner of the Claims entitled to vote on the Plan for voting and include a return envelope provided by and addressed to the Nominee, so that the beneficial owner may return the completed Beneficial Ballot to the Nominee. The Nominee will then summarize the individual votes of its respective beneficial owners from their individual Beneficial Ballots on the appropriate Master Ballot, in substantially the form of the Master Ballot, and then return the Master Ballot to Prime Clerk by the Voting 17 Beneficial holders holding Voting Bondholder Claims through a Nominee must return their paper Beneficial Ballot to their Nominee, unless, at the option of the Nominee, the Nominee instructs their beneficial holders that they may relay votes or voting instructions electronically to the Nominee or the entity preparing the Master Ballot on such Nomineeos behalf, and Nominees may use their customary procedures for obtaining such votes electronically.
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Deadline.lE The Nominee should advise the beneficial owners to return their Beneficial Ballots to the Nominee by a date calculated by the Nominee to allow it to prepare and return the Master Ballot to Prime Clerk so that the Master Ballot is actually received by Prime Clerk by the Voting Deadline.
: 75.      Under the second option, the Nominee elects to pre-validate the Beneficial Ballot contained in the Solicitation Package and then forward the Solicitation Package to the beneficial owners of the Claims for voting within seven (7) business days after the receipt by such Nominee of the Solicitation    Package,    with the heneficial owners then returning the Beneficial Ballots directly to Prime Clerk as directed by their Nominee. A Nominee pre-validates a beneficial owner's Beneficial Ballot by, inter alia, (a) indicating thereon the name and address of the record holder of the Claim to be voted, the amount of the Claim held by the beneficial owners as of the Voting Record Date, and the appropriate account numbers through which the beneficial owner's holdings are derived, and (b) executing the beneficial owner's Beneficial Ballot. The beneficial owner shall return the pre-validated Beneficial Ballot directly to Prime Clerk by the Voting Deadline.
: 76.      Holders of Unsecured Bondholder Claims in Classes A1. A4, 85, 86, C4. C5, and E3 sha(( have the option to elect to receive, in lieu of New FES Common Stock (as defined in the Plan), their pro rata share (based on the allowed principal amount of such Claims) of Cash (as defined in the Plan) equal to the aggregate value of New FES Common Stock distributed to Holders of Allowed General Unsecured Claims who have an election to receive New FES Common Stock and make such an election; provided that                        to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its allocable recovery
  '8 Nominees and their agents may return the Master Ballots to Prime Clerk via email at fesballots@primeclerk.com.
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of Unsecured Creditor Distributable Value in accordance with the Plan, Electing Bondholders (as defined in the Plan) shall receive the remainder of their distribution in New FES Common Stock in  accordance    with the Plan; provided further, that to the extent there is surplus cash in            the Unsecured Bondholder Cash Pool after taking into account distributions                        to the Electing Bondholders on account of their Unsecured Bondholder Claims, such cash shall revert to the Reorganized Debtors. For the avoidance of doubt, the maximum amount of cash contributed to the Unsecured Bondholder Cash Pool shall be the amount of cash that is equal to the aggregate value of New FES Common Stock distributed to Holders ofAllowed General Unsecured Claims who have made an election to receive New FES Common Stock.
: 77.      Holders of Unsecured Bondholder Claims              will receive a notice relating to their ability to make an election to receive Cash (each a '*Bondholder Election Notice") approximately forty-five (a5) days prior to the Effective Date. Beneficial holders of Unsecured Bondholder Claims who want to make their election to receive Cash should direct their Nominees to tender the related PCNs, FES Notes or Mansfield Certificates.'e Following such a direction by                      a beneficial holder of Unsecured Bondholder Claims to its Nominee, the related PCNs, FES Notes or Mansfield Certificates held through DTC will be frozen from trading. All instructions and forms required of beneficial holders by the Nominee must be completed or returned to the applicable Nominee        in suflicient time to allow          such Nominee        to process and deliver the underlying PCNs, FES Notes or Mansfield Certificates through the DTC Automated Tender Offer Program ("ATOP"), but in no event later than five (5) days prior to the Effective Date. By giving the instruction to its Nominee to submit the underlying PCNs, FES Notes or Mansfield Certificates through ATOP, the Holder is (i) authorizing its Nominee to exercise an election to
  '' A form of the Bondholder Election Notice is attached to the Order as Exhibit 25.
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receive Cash in lieu of New FES Common Stock in accordance with the terms set forth above; and  (ii) certifying that it understand that, once submitted, the underlying PCNs, FES Notes or Mansfield Certificates will be frozen from trading until the Effective Date.
: 78. In addition to accepting Ballots by regular mail, overnight courier or hand delivery, the Debtors seek authority to accept Ballots via electronic, online transmission through a customized electronic Ballot by utilizing the E-Balloting Portal on Prime Clerk's website.
Holders may cast an E-Ballot and electronically sign and submit such electronic Ballot via the E-Balloting Portal. Instructions for casting an electronic Ballot can be found on the "E-Ballot" section of Prime Clerk's website. The encrypted ballot data and audit trail created by such electronic submission shall become part of the record of any electronic Ballot submitted in this manner and the Holder's electronic signature      will be deemed to be an original signature that is legally valid and effective. Ballots submitted by facsimile or any other means of electronic submission not specifically authorized by the Solicitation Procedures shall not be counted.
: 79. The procedures described above adequately and suffrciently recognize the complex structures relating to Holders' Claims and lnterests in the Debtors, and also facilitate transmission of solicitation materials to all Voting Classes. The procedures afford Holders a fair, informed and reasonable opportunity to vote to accept or reject the Plan.
F.      Approval of Form of Notices to Non-Voting Classes
: 80. Bankruptcy Rule 3017(d) provides, in relevant part:
If the court orders that the disclosure statement and the plan or a summary of the plan shall not be mailed to any unimpaired class, notice that the class is designated in the plan as unimpaired and notice of the name and address of the person from whom the plan or summary of the plan and disclosure statement may be obtained upon request and at the plan proponent's expense, shall be mailed to members of the unimpaired class together with the notice of the time fixed for filing objections to and the hearing on confirmation.
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Fed. R. Bankr. P. 3017(d).
: 81. Claims and Interests in Classes A1,  A2,81.82. 83. B1l. Cl. C2. Cl0. Dl. D2.
El. E2. E8,  Fl. F2. Gl, G2 and G5 are Unimpaired,      and, therefore, the Holders of Claims and Interests in such Classes are conclusively presumed to accept the Plan. See      ll U.S.C. $ 1126(f).
In an effort to conserve the resources of the estates, the Debtors propose to send to Holders of such Unimpaired Claims and Interests a notice of non-voting status, substantially in the form attached to the Order as Exhibit 20 (the "Notice of    Non-Voti                                    "),
which (i) identifies the treatment of Classes designated as Unimpaired; (ii) sets forth the manner in which a copy of the Disclosure Statement and Plan may be obtained; and (iii) provides notice of the Confirmation Hearing and the Plan Objection Deadline. The Debtors submit that            such notice satisfies the requirements of Bankruptcy Rule 3017(d). The Debtors request that the Court determine that they are not required to distribute copies of the Disclosure Statement and PIan to any Holder of an Unimpaired Claim or Interest.
: 82. Holders of Claims in Classes A10, D8 and F5          will not receive or retain any property under the Plan and, therefore, are deemed to reject the Plan. See  ll  U.S.C. $ I126(9). In an effort to conserve the resources of these estates, the Debtors propose to mail a notice of non-voting status substantially in the form annexed to the Order as Exhibit    2l  (the "Nolice o.f-Non-Votins Status    - Impaired Classes") to the Holders of Interests in such Class(es),      which (i) describes the treatment of the Impaired Classes;  (ii) sets forth the manner  in which a copy of the Disclosure Statement and Plan may be obtained and        (iii) provides notice of the Confirmation Hearing and the Plan Objection Deadline. The Debtors respectfully submit that sending the Notices of Non-Voting Status as described above satisfies the requirements of Bankruptcy Rule 3017(d).
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G.      Approval of Notice of Filing the Plan Supplement
: 83. The Plan defines "Plan Supplement" to mean a compilation of documents and forms of documents, schedules, and exhibits to the Plan to be filed on notice to parties-in-interest, and additional documents filed as supplements or amendments to the Plan Supplement including, without limitation, the following: (i) the New Organizational Documents; (ii) the list of Rejected Executory Contacts and Unexpired Leases; (iii) the list of Assumed Executory Contracts and Unexpired Leases; (iv) a list of retained Causes of Action; (v) the Management Incentive Plan; (vi) the identity of the members of the New Boards and management for the Reorganized Debtors; (vii) the Plan Administrator Agreement; (viii) the Reorganized Debtor Stockholders' Agreement; (ix) the Transition Working Group Management Agreement; and (x) the form of Mansfield Unit        I Transfer Agreement. The Debtors will file the Plan Supplement              no later than ten (10) days prior to the Voting Deadline or such later date as may be approved by the Court, except as otherwise provided under the Plan.
: 84. To ensure that all Holders of Claims receive notice of the Debtors' filing of the Plan Supplement, the Debtors propose to serve notice of the filing of the Plan Supplement in substantially the form annexed to the Order as Exhibit 22 (the "Plan Supplement Notice") on June 25,2019, or as soon as practicable thereafter, on those parties receiving the Solicitation Package.
H.      Tahulation Procedures2o
: 85. Bankruptcy Code section 1126(c) provides that for a class of claims to accept a chapter 11 plan, the plan must be accepted by "at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors . . . that have accepted or
  'oFor the avoidance of doubt, Prime Clerk shall maintain tabulation results indicating the votes submitted for each Debtor on a Class-by-Class basis.
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rejected such  plan."    Additionally, Bankruptcy Rule      301 8(c) provides, in patr, that "[a]n acceptance  or rejection [of a ptan] shall be in writing, identify the plan or plans accepted or rejected, be signed by the creditor or equity security holder or an authorized agent, and conform to the appropriate Official Form." The Debtors submit that the following Tabulation Procedures will be used to tabulate Ballots:
(a)    Whenever a creditor casts more than one Ballot voting the same claim(s) before the Voting Deadline, the last properly completed Ballot received before the Voting Deadline will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots; (b)    The following Ballots will not be counted: (i) any Ballot that is properly completed, executed, and timely retumed to Prime Clerk, but does not indicate either an acceptance or rejection of the Plan; (ii) any Ballot submitted for which the Holder of a Claim entitled to vote to accept or reject the Plan votes to both accept and reject the Plan; (iii) in the absence of any extension of the Voting Deadline granted by the Debtor, any Ballot received after the Voting Deadline; (iv) any Ballot that is illegible or contains insufficient information to permit the identification of the claimant; (v) any Ballot cast by a person or entity that does not hold a Claim as of the Voting Record Date that is entitled to vote to accept or reject the Plan; (vi) any Ballot cast by a person or entity that (a) as of the Voting Record Date, is for a claim that was disallowed or expunged; (b) is for a claim the Debtors scheduled as contingent, unliquidated, or disputed and a proof of claim was not filed by the General Bar Date or deemed timely f,tled by order for the Court at least five (5) business days prior to the Voting Deadline; or (c) such claim is subject to an objection that remains unresolved (subject, however, to the rights of any Holder of the Claim under Fed. R. Bankr. P. 2018 to have such Claim allowed for voting purposes); (vii) any unsigned Ballot; or (viii) any Ballot transmitted to Prime Clerk by fax, e-mail, other electronic means of transmission (other than the E-Ballot platform available on Prime Clerk's website), unless otherwise agreed to by the Debtors; (c)    If no Holders of Claims eligible to vote in a particular Class vote to accept or reject the Plan, the Plan shall be deemed accepted by the Holders of such Claims in such Class; and (d)    In the event there are no creditors in a given Class for a particular Debtor, such Class shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and disregarded for purposcs of
                    ,    determining whether the Plan satisfies section I129(a)(8) of the Bankruptcy Code with respect to that Class.
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: 86. Further, the Debtors request that the following procedures apply to the tabulation of Master Ballots:
(a)    Votes cast by Holders of the Voting Bondholder Claims through Nominees will  be applied to the applicable positions held by such Nominees as of the Voting Record Date, as evidenced by the record and depository listings.
Voting submitted by a Nominee shall not be counted in excess of the amount of the Voting Bondholder Claims held by such Nominee as of the Record Date; (b) If conflicting votes or "over-votes"          are submitted by a Nominee, the Debtors shall use reasonable efforts to reconcile discrepancies with the Nominee; (c)    If over-votes are submitted by a Nominee which are not reconciled prior to the preparation of the Voting Certification, the votes to accept and to reject the Plan shall be approved in the same proportion as the votes to accept and to reject the Plan submitted by the Nominee, but only to the extent of the Nominee's Voting Record Date position; (d)    The Claims of Holders of Unsecured PCNFES Notes Claims or Mansfield Certificate Claims will receive a Ballot on account of the primary obligor on their respective claims. Votes submitted by Holders of Allowed Unsecured PCN/FES Notes Claims and Mansfield Certificate Claims          will be counted as a vote for a Claim in equal amount against each of the Debtors' guaranteeing such Allowed Unsecured PCNffES Notes Claim or Mansfield Certificate Claim (e.g. a vote from a Holder of an Allowed PCN/FES Note Claim at FG to accept the Plan will be counted as a vote in the same amount at FES and NG to also accept the Plan).
(e)    For the purposes of tabulating votes, each beneficial holder shall be deemed (regardless of whether such beneficial holder includes interest in the amount voted on its Ballot) to have voted only the principal amount of its Voting Bondholder Claims, any principal amounts thus voted will be thereafter adjusted by Prime Clerk, on a proportionate basis with a view to the amount of the Voting Bondholder Claims actually voted, to reflect the colresponding claim amount, including, any accrued but unpaid prepetition interest, with respect to the securities thus voted; and (0      A  single Nominee may complete and deliver to Prime Clerk multiple Master Ballots. Votes reflected on multiple Master Ballots shall be counted, except to the extent that they are duplicative of another Master Ballot. If two or more Master Ballots are inconsistent, the latest validly executed Master Ballot received prior to the Voting Deadline shall, to the extent of such inconsistency, supersede, and revoke any prior Master Ballot.
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: 87. Each Holder  of a Claim in the Voting    Classes must vote    all of its respective Claims in one Class either to accept or reject the Plan and may not split its votes within such Class. Further, Holders of Claims against multiple Debtors (e.g. FENOC-FES Unsecured Claims) must vote all of such Claims either to accept or reject the Plan and may not vote to accept the Plan as to certain Debtors and reject the Plan as to other Debtors.      By signing and returning a Ballot (or Master Ballot in the case of heneficial holders of Unsecured PCNIFES Notes Claims, Mansfield Certificate Claims, Secured FG PCN Reinstated Claims or Secured NG PCN Claims, as applicable, voting through a Nominee), each Holder of a Claim (or its Nominee) will certify to the Court and the Debtors that no other Ballot or Master Ballot with      respect to such Claim has been cast or,  if any other Ballots or Master Ballots have been cast, that such other Ballots or Master Ballots are revoked.
: 88. The Debtors may waive any defects or irregularities as to any particular Ballot at any time, either before or after the Voting Deadline; provided, however) that (i) any such waivers shall be documented in the Voting Certification, and (ii) neither the Debtors, nor any other entity, shall be under any duty to provide notification of such defects or irregularities other than        as provided in the Voting Certifrcation, nor will any of them incur any liability for failure to provide such notification.
: 89. Unless otherwise ordered    by the Court,    questions as  to the validity,  form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by Prime Clerk and the Debtors, which determination shall be final and binding.
: 90. Withdrawal of Vote. Any creditor who has delivered a properly completed Ballot for the acceptance or rejection of the Plan may withdraw such Ballot, subject to any rights of the Debtors to contest the validity of such withdrawal, such acceptance or rejection by delivering a 45
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written notice of withdrawal to Prime Clerk, at any time prior to the Voting Deadline; provided, however, that any instance      in which a Ballot is withdrawn shall be listed in the Voting Certification by Prime Clerk. Anotice of withdrawal, to be valid, shall (i) contain the description of the Claim(s) to which it relates and the      aggregate principal amount represented    in such Claims(s),    (ii) be executed by the withdrawing creditor, (iii) contain a certification that the withdrawing creditor owns the Claim(s) and possesses the right to withdraw the Ballot, and (iv) be received by Prime Clerk prior to the Voting Deadline. The Debtors expressly reserve the right to contest the validity of any withdrawals of votes on the Plan.
91 . Chansins Votes. N otwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots or Master Ballots are cast voting the same Claim(s) prior to the Voting Deadline, the last properly completed Ballot or Master Ballot received prior to the Voting Deadline shall be deemed to reflect the voter's intent and  will supersede any prior Ballots or Master Ba((ots, as the case may be, without prejudice to any rights of the Debtors to object to the validity or allowance for voting purposes of the later Ballot or Master Ballot on any basis permiffed by law, including under Bankruptcy Rule 3018(a), and,    if the objection is sustained, to count the next-most recent properly completed Ballot or Master Ballot received by Prime Clerk for all purposes; provided, however, that as to any instance in which a vote is changed by the filing of a superseding Ballot, the Voting Certification to be filed by Prime Clerk shall indicate the changing of the particular vote.
: 92.      No Division of Claims or Votes. Except as set forth below and as it may relate to the procedures applicable to Master Ballots or as set forth above, each claimant who votes must vote the full amount of each Claim in any one Class either to accept or reject the Plan, and, therefore: (i) separate Claims held by u single creditor in any one Class    will be aggregated, for 46 il8-50757-amk Doc 2531 FILED 04/18/1"9 ENTERED 04/18/L9 2HI1922 Page 46 of 53
 
purposes of the numerosity requirement        of section I126(c) of the Bankruptcy Code, as if  such creditor held one Claim against the Debtor in such Class, (ii) such creditor will receive a single Ballot with respect to all of its Claims in such Class; and (iii) the votes related to such Claims will be treated as a single vote to accept or reject the Plan. Notwithstanding anything to the contrary herein, separate Ballots      will be provided, and the votes of    creditors will not be aggregated,    in the event that separate Ballots are requested by a creditor in a Temporary Allowance Request Motion prior to the deadline set fonh in paragraph 54 for filing any such motion and such motion is approved by the Court prior to the Voting Deadline.
: 93.      To assist in the solicitation process, the Debtors requests that the Court grant authority (but not require) Prime Clerk to contact parties that submit incomplete or otherwise deficient Ballots in order to cure such deficiencies and allow the Debtors to waive such deficiencies in their discretion and without further order of the Court.
: 94.      Certification of Vote. Prime Clerk will process and tabulate Ballots and Master Ballots for each Class entitled to vote to accept or reject the Plan and, prior to the Confirmation Hearing, will file the voting certification (the "Votins CertificatioE") no later than (7) seven days prior the Confirmation Hearing (on or about July 8,2019). Such Voting Certification shall list, inter alia, all instances in which (i) Ballots were withdrawn, (ii) votes were changed by the filing of superseding Ballots,    (iii) the Voting Deadline was extended, and (iv) every inegular Ballot and Master Ballot including, without limitation, those Ballots and Master Ballots that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or            necessary information, damaged, or received via facsimile or any other means. With regard to section (iv) of this paragraph, the Voting Certification shall indicate the Debtors' intentions with regard to such irregular Ballots and Master Ballots.
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: 95. The Voting Certification shall be served on (i) all Notice Parties and (ii) all parties who have requested notice pursuant to Bankruptcy Rule 2AA2, and the Voting Certification shall be posted on the Debtors' restructuring website, https://cases.primeclerk.com/FEs, as soon          as practicable after such Voting Certification is filed.
V.      APPROVAL OF THE CONFIRMATION PROCEDURES
: 96. Bankruptcy Rule 3017(c) provides that "[o]n or before approval of the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan and may fix a date for the hearing on confirmation." In accordance with Bankruptcy Rules 2002(b) and 3017(c), the Debtors request that the Confirmation Hearing be scheduled for July 15,2019, at 9:30 a.m. (prevailing Eastern Time). The Confirmation Hearing Notice will note that the Confirmation Hearing may be adjoumed from time to time by the Court or the Debtors without further notice, other than adjournments announced in open Court or            as indicated in any notice of agenda of matters scheduled for a particular hearing that is filed with the Court. The proposed date for the Confirmation Hearing is in compliance with the Bankruptcy Rules.
A.      Confirmation Hearing Notice
: 97. Bankruptcy Rule 2002(b) provides that "the clerk, or some other person as the court may direct, shall give the debtor, the trustee, all creditors and indenture trustees not less than 28 days'notice by mail of the time fixed ... for filing objections and the hearing to consider confirmation of a . . . chapter 11... plan." Bankruptcy Rule 2002(d) further provides that the "clerk, or some other person as the court may direct, shall in the manner and form directed by the court give notice to all equity security holders of the time . . . fixed for filing objections to and the hearing to consider confirmation of a plan. . . ."
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: 98. In accordance with these rules, the Debtors propose to provide all creditors        and equity interest holders, together with their Solicitation Packages, a copy of the Confirmation Hearing Notice substantially in the form attached to the Order as Exhibit 23 (the "Confirmation Hearins Notice"), setting forth (i) the Voting Record Date; (ii) the Equity Election Record Date, including a short description of the Equity Election Conditions; (iii) the Voting Deadline; (iv) the procedures for Temporary Allowance Requests; (v) the Plan Objection Deadline and procedures for filing objections and responses to confirmation of the Plan; (vi) disclosure regarding          the releases, injunction and exculpation provisions of the Plan; and    (vii) the time, date, and place of the Confirmation Hearing. The Debtors respectfully request that the Court find that the Confirmation Hearing Notice complies with the requirements of the Bankruptcy Rules, and provides sufficient disclosure of the releases, exculpation, and injunction provisions contained in Article VIII of the Plan and the deadlines related to confirmation.
: 99. The Debtors also propose to mail a copy of the Confirmation Hearing Notice (to the extent not already provided in the distributions above) to: (i) the US Trustee; (ii) counsel to the Committee;    (iii) all persons or entities that have requested notice of the proceedings in the Chapter  1l Cases;  (iv) all Holders of Claims and Interests regardless of whether such Holders    are entitled to vote on the Plan; (v) the lnternal Revenue Service, the Securities and Exchange Commission, the United States Attorney for the Northern District of Ohio and any other required governmental units; (vi) the parties listed on the 2002 Service List and the General Service List (each as defined  in the Amended    Case Management Order);      (vii) executory contract and lease counteqparties who have not      filed proofs of claim in the Chapter      I I Cases; and  (viii) such additional persons and entities as deemed appropriate by the Debtors.
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100. The Debtors propose to publish the Confirmation Hearing Notice, modified for publication, on one occasion in each of the publications listed on Exhibit 24 to the Order within ten (10) business days after entry of the Order. Additionally, the Confirmation Hearing Notice will be available electronically at the Debtors'                              restructuring      website, https //case s.primeclerk. com/FES.
l0l. The Debtors shall provide retail and wholesale customers of FES with a form of notice that  (i) includes substantially the same information as contained in the Confirmation Hearing Notice, and      (ii)  advises the retail and wholesale customers      of FES that their retail contracts  will be assumed by FES and assigned to New FES in accordance with the terms and conditions of the Plan (the "Retail Contracts Notice"). A copy of the Retail Contracts Notice is attached to the Order as    Exhibit26.
102. The Debtors believe that publication of the Confirmation Hearing Notice wi((
provide sufficient notice        of the Voting Deadline, the time fixed for filing          objections to confirmation of the Plan, and the time, date, and place of the Confirmation Hearing to persons who do not otherwise receive notice by mail as provided for in the Order.
B,      Objection Procedures 103. Objections and responses,      if any, to confirmation of the Plan, must (i) be in writing, (ii) conform to the Bankruptcy Rules, the Local Rules and the Amended                        Case Management Order,      (iii) set forth the name(s) of the objecting partyi(ies), (iv) set forth the nature and amount of the Claim(s) or Interest(s) held or asserted by the objection party/(ies) against the Debtors, (v) state with particularity the legal and factual bases relied upon for the objection or response,  (ri) be filed electronically with the Court; and    (vii) be served upon the Notice    Parties on or prior to the Plan Objection Deadline.
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104. The Confirmation Hearing Notice will provide parties in interest with at least 30 days of notice of the proposed Plan Objection Deadline. The Plan Objection Deadline will afford the Debtors and other parties in interest adequate and sufficient time to consider the objections and responses, if any, to file replies, and to propose Plan modifications, if appropriate, as  well as to provide the Court with sufficient time to consider any such pleadings in preparation for the Confirmation Hearing.
105. The Debtors request the opportunity to file and serve, as appropriate, replies or an omnibus reply on or before July 5, 2019, to objections or responses that may be served and filed.
Depending on the number of objections, the Debtors      will also include with any reply or omnibus reply a chart summarizing objections to the Plan and any proposed resolutions thereto for the Court's convenience. The Debtors request that objections to confirmation of the Plan not timely filed and served in accordance with the provisions of an order granting the Motion not            be considered by the Court and be denied and overruled.
106. The Debtors      submit that the proposed procedures for filing objections and responses to the Plan and replies,  if any, are fair and reasonable and in the best interests of the Debtors' estates and the Chapter l l Cases.
C,      Non-Substantive Modifications 107. The Debtors      request authorization    to make non-substantive    changes  to  the Solicitation Package (including the Plan, Disclosure Statement, Ballots and Master Ballots), the Confirmation Hearing Notice, the Notices of Non-Voting Status, the procedures contained herein and all related documents, without further order of the Court, including, without limitation, filling in any missing  dates or other missing information, changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan, 5l 18-50757-amk " Doc:253L FlLED O4lL8l19 ENTERED 04/18119 2O:19:22 page 51 of53
 
any other materials in the Solicitation Package, the Confirmation Hearing Notice, and/or the Notices of Non-Voting Status prior to distribution of such materials.
NOTICE 108. Notice of this Motion has been served on the following parties and/or their counsel,  if known, via facsimile, first-class mai[, e-mail  and/or hand delivery: (i) the US Trustee; (ii) counsel to the Committee;      (iii) all persons  or entities that have requested notice of the proceedings    in the Chapter    I I Cases;  (iv) all Holders of Claims and Interests regardless of whether such Holders are entitled to vote on the Plan; (v) the Internal Revenue Service, the Securities and Exchange Commission, the United States Attomey for the Northern District of Ohio and any other required governmental units; (vi) the parties listed on the 2002 Service List and the General Service      List (each as defined in the Amended      Case Management Order); and (vii) such additional persons and entities as deemed appropriate by the Debtors. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.
CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter the Order, substantially in the form attached hereto as      s[i!]!3!,    granting the relief requested and such other or further relief as is just and proper.
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Dated: April 18, 2019        Respectfu  lly submitted,
                                /s/ Knte lV{      ev BROUSE MCDOWELL LPA Marc B. Merklin (0018195)
Kate M. Bradley (00742A6)
Bridget A. Franklin (0083987) 388 South Main Street, Suite 500 Akron, OH 443ll-4407 Telephone: (330) 535-57 I 1 Facsimile: (330) 253-860 I mmerklin@brouse.com kbradley@brouse.com bfranklin@brouse.com
                                -and-AKIN GUMP STRAUSS HAUER & FELD LLP Ira Dizengoff (admitted pro hac vtce)
Lisa Beckerman (admitted pro hac vice)
Brad Kahn (admitted pro hac vice)
One Bryant Park New York, New York 10036 Telephone: (212) 872- l 000 Facsimile : (2 12) 872-rcA2 idizengoff@akingump. com lbeckerman @akingump.com bkahn@akingump.com
                                -and-Scott Alberino (admitted pro hac vice)
Kate Doorley (admitted pro hac vice) 1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036 Telephone: (202) 887-4000 Facsimil e: (202) 887-4288 salberino@akin gump. com kdoorley@akin gump. com Counsel  for Debtors and Debtors in Possession s3 18-50757-amk Doc 2531 FILED 04/1-8/1-9 ENTERED 04/18lL9 20.L9.22 Page 53 of 53
 
Exhibit A Proposed Order r'18-50757-amk Doc2531-1 FlLED0418/19 ENTEREDO4lLBl19,20f,9,,22 Page1of289
 
UNITED STATES BAI{KRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
                                                                        )    Chapter I I In re:                                                              )
                                                                        )    Case  No. l8-50757 (AMK)
FIRSTENERGY SOLUTIONS CORP., et                    a1.,1          )    (Jointly Administered)
                                                                        )
Debtors.                      )
                                                                        )    Hon. Judge Alan M. Koschik
                                                                        )
ORDER (I) APPROYING DTSCLOSURE STATEMENT, (Ir) ESTABLTSHTNG PROCEDURES F'OR SOLICITATION AFID TABULATION OF VOTES TO ACCEPT OR REJECT THE DEBTORS'JOINT CHAPTER 11 PLAN, (III) APPROVING THE FORM OF BALLOTS, (IY) SCHEDULTNG A HEARTNG ON CONFTRMATION OF THE PLAFI, (V) APPROVING PROCEDURES FOR NOTICE OF THE CONFIRMATION HEARING AND FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAI\[- ANI} (VD GRANTING RELATED RELIEF Upon the Debtors' Motion              for  Order (I) Approving Disclosure Statement, (ID Establishing Procedures for Solicitation and Thbulation of Votes to Accept or Reject the Debtors Joint Chapter        lI  Plan, (IID Approving the Form of Ballots, (IV) Scheduling a Hearing on Confirmation of the Plan, (V) Approving Procedures for Notice of the Confirmation Hearing and for Filing Objections to Confirmation of the Plan, and (VI) Granting                  Related Relief[DocketNo.
r](the..@')oftheabove.captioneddehtorsanddebtorsinpossession(theo.Debtors,,)for entry of an order (this "Order") (i) approving the Dlsclosure Statement                for the Fourth Amended Joint Plan of Reorganization of FirstEnerry Solutions Corp., et al., Pursuant to Chapter                  Il of the Banlvuptcy Code [Docket No.            r] (as modified, amended or supplemented from time to time, the "Disclosure Statement"); (ii) approving certain procedures for the solicitation of votes on the rThe Debtors in these chapter l1 cases (the "ehapter ll Cases"), along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp. (9245), case no. l8-50759; FirstEnergy Generation, LLC (0561), case no. 18-50762; FirstEnergy Generation Mansfield Unit I Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. l8-50760; FirstEnergy Nuclear Operating Company (1483),
case no. l8-50761; FirstEnergy Solutions Corp. (0186); and Norton Energy Storage L.L.C. (6928), case no. l8-50764. The Debtors' address is: 341 White Pond Dr., Akon, OH 44320.
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Debtors' Fourth Amended Joint Plan of Reorganization of FirstEnerry Solutions Corp., et al.,
Pursuant to Chapter        1I of the Banlvuptcy Code [Docket No. r]            (as modified, amended or supplemented from time to time, the "Plan";2 lthe "solicitation Procedures") and procedures for the tabulation of such votes (the "Tabulation Procedures"); (iii) approving the form of ballots, notices and certain other documents to be distributed in connection with the solicitation of the Plan; (iv) approving certain key dates described herein relating to the confirmation of the Plan (the "Plan Confirmation Schedule"); and (v) approving procedures for notices regarding the hearing to consider confirmation of the Plan (the "Confirmation          Hearid') and filing objections to confirmation of the Plan, all as more fully set forth in the Motion; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. $$ 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. $ 157(bX2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. $$ 1408 and 1409; and the Court having held a hearing on the Motion on [May 20],
2019 (the "Hearing"); and the Court having found that the Debtors provided appropriate notice of the Motion; and the Court having reviewed the Motion and having heard the statements in support of the relief requested at the Hearing; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause therefore, it is HEREBY ORDERED THAT:
: l. The Motion is GRANTED as set forth herein.
2capitalized terms not otherwise defined herein shall have the meanings ascrihed to such terms in the Plan, the Disclosure Statement or the Motion, as applicable.
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L      Disclosure Statement
: 2.      The Disclosure Statement contains adequate information within the meaning of section  ll25 of the Bankruptcy Code and is APPROYED.
: 3.      AII objections to the Disclosure Statement that      have not been withdrawn or resolved previously or at the Hearing hereby are overruled.
II. Approval of Plan Confirmation Schedule
: 4.      The following dates and deadlines in connection with the Solicitation Procedures, the Tabulation Procedures, and the Confirmation Hearing are hereby APPROVED.
A.      Equity Election Record Date
: 5.      The Equity Election Record Date shall be Januarv 23. 2019, or such later date as agreed  to by the Debtors with the consent of the Requisite Supporting Parties (as such term is defined in the Restructuring Support Agreement) and the Committee.
: 6.      The following Equity Election Conditions are approved:    All  Holders of General Unsecured Claims wishing to make an Equity Election with respect to an eligible Claim      will  be required to certify on their ballots  to  accept  or reject the Plan, or by such other    method acceptable to the Debtors with the consent of the Requisite Supporting Parties (as defined in the Restructuring Support Agreement) and the Committee, that they (i) were the beneficial holder of such Claim as of the applicable Equity Election Record Date and have not sold, transferred, or provided a participation in such Claim, or directly or implicitly agreed to do so following the applicable Equity Election Record Date or (ii) are otherwise party to the Restructuring Support Agreement and the beneficial holder      of such Claim and such Claims was subject          to the Restructuring Support Agreement as of the applicable Equity Election Record Date. Any buyer of a Claim, which Claim is not subject to the Restructuring Support Agreement as of              the applicable Equity Election Record Date  will not  be entitled to make an Equity Election under the 4
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Plan and will only be permitted to receive an equivalent cash distribution on account of such Claim.
B.      Voting Record Date
: 7.      The Voting Record Date shall be the first duy of the Disclosure Statement Hearing, or Mav        2019.
: 8.      The transferee of a Transferred Claim  will be entitled to receive a Solicitation Package and cast a Ballot on account of such Transferred Claim only        if (i) all actions necessary to effect the transfer of the Claim pursuant to Bankruptcy Rule 3001(e) have been completed by one  (l)  business day prior to the Voting Record Date, or  (ii) the transferee files one (1)  business day prior to the Voting Record Date (a) the documentation required by Bankruptcy Rule 3001(e) to evidence the transfer and (b) a sworn statement of the transferor supporting the validity of the transfer.
C.      Security Position Report Deadline
: 9.      The Security Position Report Deadline shall be Mav 23. 2019 at 4:00 p.m.
(nrevailing Eastern Time).
D.      Voting Deadline
: 10. The Voting Deadline shall be Julv 5. 2019 at 4:00 p.m. (prevailins Eastern Time).
E.      PIan Objection Deadline I l. The Plan Objection Deadline shall be Julv 5, 2019 at 4:00 p-m. (nrevailins Eastern Time).
F.      Plan Reply Deadline
: 12. The deadline for replies to objections or responses to the Plan (the "Plan Reply Deadline") shall be July 12,2019.
5
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G.      Confirmation Hearing
: 13. The Confirmation Hearing shall be held        on  .fulv 15. 201q at 9:30        a.m.
(nrevailins Eastern Time). The Confirmation Hearing may be adjourned from time to time by the Court or the Debtors without funher notice other than adjournments announced in open Court or as indicated in any notice of agenda of matters scheduled for a particular hearing that is filed with the Court.
H.      Other Dates
: 14. Any and all other dates and deadlines as set forth in this Order are        hereby approved III. Approval of Solicitation Procedures A.      Parties Entitled to Vote
: 15. Holders of Claims in the Voting Classes shall be entitled to vote to accept or reject the Plan, unless such a Claim meets the following criteria (the "Votinq Non-Elisibility Criteria"):
(a)    as  of the Voting Record    Date, such Claim has been disallowed or expunged; (b)    the Debtors scheduled such Claim as contingent, unliquidated, or disputed and a proof of claim was not filed by the General Bar Date or deemed timely filed by order of the Court at least five (5) business days prior to the Voting Deadline; or (c)    such Claim is subject to an objection that remains unresolved as of June 30.2019.
: 16. Because the FE Non-Debtor Parties are releasing any and all prepetition Claims against the Debtors pursuant to the terms of the Plan, the FE Non-Debtor Parties shall not vote on the Plan. To the extent the FE Settlement Agreement is terminated, nothing contained in the Plan or this Order shall be deemed to waive or release any Claims held by the FE Non-Debtor 6
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Parties under any subsequent plan of reorganization or liquidation or the FE Non-Debtor Parties' right to vote thereon.
B.      Objections to Claims for Voting Purposes Only
: 17. The deadline for filing and serving objections,      if any, to claims solely for the purpose    of determining which creditors      are entitled to vote to accept or reject the plan
("Objection for Voting Purposes") shall be June          l0- 2019 (the "Votins    Purposes Objection Deadline"). The Voting Purposes Objection Deadline is a deadline solely for the purpose of determining whether a Claim meets the Voting Non-Eligibility Criteria or for the Debtors to file a motion seeking to fix a voting amount for a particular Claim. The deadline is not intended to be a deadline by which the Debtors or any other party must        file objections to the allowance of any Claim or Interest for any other purpose. Any such Claim Allowed in an amount for voting purposes shall be allowed for voting purposes only.
C.      Temporary Allowance of Claims for Voting Purposes
: 18. For voting purposes, each Claim within the Voting Classes will be counted for voting purposes in an amount equal to the amount of the Claim as set forth in (i) the Schedules or (ii) the filed proof of claim as reflected in the claims register maintained by Prime Clerk as of the Voting Record Date, subiect to the followins exceptions:
(a) If a Claim meets any of the Voting Non-Eligibility          Criteria such Claim will be disallowed for voting  pulposes; (b)    If a Claim is deemed allowed in accordance with the Plan, an order of the Court or a stipulated agreement between the parties, such Claim is allowed for voting purposes in the deemed allowed amount set forth in the Plan, order or stipulated agreement; (c) If a proof of claim was timely filed in accordance with the applicable procedures set forth in the Bar Date Order, in a liquidated amount, such Claim will be temporarily allowed in the amount set forth in the proof of claim, unless such Claim is contingent on its face (after a review by the Debtors cf the supporting documentation attached to the proof of claim 7
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form) or disputed as set forth in subparagraph (h) below, in which case the claimant will be allowed to cast one vote valued at one dollar ($ I .00) for voting purposes only; (d) If a Claim for which a proof of claim has been timely filed is (i) contingent or unliquidated (as determined on the face of the proof of claim or after a review of the supporting documentation by the Debtors), or (ii) does not otherwise specify a fixed or liquidated amount, the claimant will be allowed to cast one vote valued at one dollar ($1.00) for voting purposes only; (e)  If a Claim is listed in the Schedules as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the General Bar Date or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline, such claim will be disallowed for voting putposes; (0  If a Claim is represented by a timely filed proof of claim and (i) is determined by the Debtors (after a review by the Debtors of the supporting documentation affached to the proof of claim form) to be contingent or unliquidated in part, or (ii) has been listed in the Schedules by the Debtors as contingent, unliquidated or disputed, the claimant will be allowed to cast one vote valued at one dollar ($1.00) for voting purposes only; (g)  Notwithstanding anything to the contrary contained herein, if an Unsecured Claim for which a proof of claim has been timely filed also contains a Secured Claim in an unliquidated amount based solely on a reseruation of a right of setofL the claimant will only be entitled to vote the Unsecured Claim in the applicable Unsecured Plan Class and will not be entitled to vote the Secured Claim in the otherwise applicable secured Plan Class; (h)  If the Debtors have filed an objection to a Claim no later than the Voting Purposes Objection Deadline, such Claim will be temporarily disallowed for voting purposes, except as otherwise ordered by the Court pursuant to a Temporary Allowance Request Motion; provided, however, that if the Debtors' objection seeks to reclassify or reduce the allowed amount of such Claim, then such Claim will be temporarily allowed for voting purposes in the reduced amount and/or reclassified, except as otherwise ordered by the Court before the Voting Deadline pursuant to a Temporary Allowance Request Motion; (i)  If a Claim is allowed pursuant to an order of the Court on or before June 28, 2019, in connection with a Temporary Allowance Request Motion, I
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then such claimant will be entitled to vote to accept or reject the Plan in accordance with the terms of such order;3 and fi)      If a Claim  has been otherwise allowed for voting purposes by order of the Court, such Claim will be temporarily allowed in the amount so allowed by the Court for voting putposes only, and not for purposes of allowance or distribution.
D.      Filing of Temporary Allowance Request Motions
: 19.      If  any claimant elects to challenge the disallowance, classification or treatment            of its Claim for voting purposes (including, without limitation, the treatment of the claim for voting purposes as set forth      in paragraph 17 of this Order), such claimant shall file with the Court a motion (a "Temporary Allowance Request Motion") pursuant to Bankruptcy Rule 3018(a) requesting such relief as          it may assert is proper, including the temporary allowance or reclassification of its claim solely for voting purposes. The claimant's Ballot will not be counted, unless temporarily allowed by an order entered on or before June 28, 2019 or as otherwise ordered by the Court. The following sets forth the proposed briefing schedule for the filing of a Temporary Allowance Request Motion            :
(a)      All Temporary Allowance Request Motions must be filed and served on or before the seventh (7tn) day after the later of (i) service of the Confirmation Hearing Notice if an objection to a specific claim is pending, or such claim has been listed in the Schedules as contingent, unliquidated, or disputed, and (ii) service of a notice of an objection, if any, as to the specific claim, but in no event later than 4:00 n.m. (prevailins Eastern Time) on June L8. 2019 (the "Temporary Allowance Request Motion Deadline");
(b) All objections and responses to Temporary                Allowance Request Motions must be filed and served on or before June 25.2019; (c)      A claimant may file    a reply to any objection or response        to its motion on or before June 26.2019; and 3For the avoidance of douht, such a Claim shall not be allowed for purposes of allowance or distributions under the Plan.
9
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(d)    Any order temporarily allowing such claims must be entered on or before June 28.2019, or as otherwise ordered by the Court.
: 20. Temporary Allowance Request Motions must:      (i) be made in writing;  (ii) comply with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; (iii) set forth the name of the claimant(s) pursuing the Temporary Allowance Request Motion; (iv) set forth the name(s) of the Debtor(s) against which the Claim(s) is/are asserted; (v) state with particularity the legal and factual bases relied upon for the relief requested by the Temporary Allowance Request Motion; and (vi) be filed and served in accordance with the Amended Case Management Order, in each case so as  to be received by the following parties (the "Notice Partigg") (with a copy to      the chambers of the Honorable Alan M. Koschik, United States Bankruptcy Judge) no later than the Temporary Allowance Request Motion Deadline:
(a)    the Debtors, (i) FirstEnergy Solutions Corp., 341 White Pond Drive, Akron, OH 44320, Attention: Rick Giannantonio, General Counsel, Email address: giannanr@firstenergycorp.com, (ii) Akin Gump Strauss Hauer &
Feld LLP, One Bryant Park, New York, NY 10036, Attention: lra Dizengoffi Brad Kahn, email addresses: idizengoff@akingump.com and bkahn@akingump.com, and (iii) Akin Gump Strauss Hauer & Feld LLP, 1333 New Hampshire Avenue, N.W., Washington, DC 20036, Attention:
Scott Alberino, Email address: salberino@akingump.com; (b)    the Committee, c/o Milbank LLP, 55 Hudson Yards, New York, New York 10001, Affention: Evan R. Fleck and Parker J. Milender, email addresses:
efl eck@milbank.com and pmi lender@mi lbank.com ;
(c)    the  Ad Hoc Noteholder Group, c/o Kramer Levin Naftalis & Frankel LLP, ll77  Avenue of the Americas, New York, New York 10036, Affention:
Amy Caton and Joseph A. Shifer, email addresses:
acaton @kramerlev in. com and j shifer@kramerlev in. com  ;
(d)    the Mansfield Certificateholders Group, c/o Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022, Attention: George Davis and Andrew Parlen, email addresses:              george.davis@lw.com and andrew.parlen@lw. com  ;
(e)    the FES Creditor Group, c/o Davis Polk    & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attention: Darren S. Klein and r0 18-50757-amk Dbc 2531-1 FILED 04/1-8/19 ENTERED 04/18lLg 2O:Lg:22 Pdge IO of
 
Natasha Tsiouris, email addresses: darren.klein@davispolk.com and natasha.ts iouri s@dav i spolk. com ;
(f)      the FE Non-Debtor Parties, clo Jones Day, 901 Lakeside Ave.                E.,
Cleveland, Ohio 44114, Attention: Heather Lennox, Thomas M. Wearsch and T. Daniel Reynolds, email addresses: hlennox@jonesday.com, twearsch@j one sday. com and tdreyno lds @j onesday.com ; and (g) the Office of the United States Trustee,                Region 9, Howard M.
Metzenbaum U.S. Courthouse, 201 Superior Avenue E, Suite 441, Cleveland, Ohio 44114, Attention: Tiiara N. A. Patton, email address:
tiiara.patton@usdoj .gov.
: 21. Temporary Allowance Request Motions that do not comply with the foregoing will not be considered by the Court and deemed denied except as otherwise ordered by the Court.
: 22. Any claimant timely filing and serving a Temporary Allowance Request Motion that has not otherwise been provided a Solicitation Package a copy shall be provided with          a Ballot and shall be allowed to cast a provisional vote to accept or reject the Plan on or before the Voting Deadline, pending a determination of such motion by the Court. No later than two (2) business days after the    filing and service of such Temporary Allowance Request Motion, Prime Clerk will send the movant a Solicitation Package, and the movant shall be required to return its Ballot to Prime Clerk by the Voting Deadline.
: 23. If the Debtors and such claimant          are unable to resolve the issues raised by the Temporary Allowance Request Motion prior to the Voting Deadline, such Temporary Allowance Request Motion shall be considered by the Court at such time as it shall direct. At such hearing, the Court shall determine whether the provisional Ballot should be allowed to the extent for voting purposes and the amount(s) of the claim(s) that may be voted.
IV. Approval of Solicitation Packages and Solicitation Procedures A. Solicitation Packages
: 24. The Solicitation Packages are APPROVED.
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: 25.      The Debtors shall assemble, or cause to be assembled, the Solicitation Packages and shall transmit, or cause to be transmiffed, the Solicitation Packages by five (5) business days after entry of this Order, or as soon thereafter as reasonably practicable.
: 26.      In accordance with Rule 3017(d), each Solicitation Package shall contain a copy of:
(a)      this Order (without any exhibits);
(b)      the Confirmation Hearing Notice; (c)      if the recipient is a Holder of a Claim or Interest in a Voting Class or Nominee,    (i) the Disclosure Statement, including the Plan as an attachment, on paper or USB flash drive, (ii) a Ballot, and (iii) a leffer explaining the Committee's recommendation that the creditor vote in favor of the Plan, and, as appropriate, a postage-prepaid envelope;4 OR (d)      if the recipient is a Holder of a Claim or Interest in a Non-Voting Class, a Notice of Non-Voting Status - Unimpaired Classes or a Notice of Non-Voting Status - lmpaired Classes (togetheq the "
Status"); and (e)      such other materials as may be ordered or permitted by the Court.
: 27.      To avoid duplication and reduce expenses, Prime Clerk is authorized (but not directed) to provide creditors who have filed duplicate Claims against the Debtors (whether against the same or multiple Debtors) which are classified under the Plan in the same Class with only one Solicitation Package and the appropriate number of Ballots (if applicable) for voting their claims with respect to that Class.
: 28.      Copies of the Disclosure Statement and the Plan included in the Solicitation Package shall be provided in PDF format (with the exception of the Ballots and the Confirmation Hearing Notice, which        will be provided in printed hard copies) instead of printed hard copies.
Consistent with securities industry practice in chapter l l solicitations, Ballots will be distributed to Nominees a
together with the Solicitation Packages to he forwarded by them to the beneficial omers. Solicitation Packages will be distributed to beneficial owners approximately seven (7) days after the initial distribution of Solicitation Packages to the Nominee.
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: 29. For Disclosure Statement Hearing Notices and/or Solicitation Packages returned as undeliverable, the Debtors are excused from mailing Disclosure Statement Hearing Notices and/or Solicitation Packages or any other materials related to voting or confirmation of the Plan to those entities listed at such addresses unless the Debtors are provided with accurate addresses for such entities before June 14. 2019, and failure to mail Solicitation Packages or any other materials related to voting or confirmation of the Plan to such entities shall not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and shall not constitute a violation of Bankruptcy Rule 3017(d).
B.      Ballots
: 30. The forms of Ballots annexed hereto as Exhibits 1 throush      l9 are APPROVED.
: 31. To be counted as a vote to accept or reject the Plan, each Ballot must be properly executed, completed and delivered to Prime Clerk (i) via Prime Clerk's E-Balloting Portal, (ii) by mail, (iii) by courier, or (iv) by personal delivery, so that it is actually received by Prime Clerk no later than the Voting Deadline. Ballot submitted by facsimile or other electronic means of transmission shall not be accepted; provided, however, Nominees and their agents may retum the Master Ballots to Prime Clerk via email at fesballots@primeclerk.com.
: 32. With respect to the Ballots that will be sent to Holders of Claims in Classes A3.
A4- 84, 85. 86. C4, C5 and E3 the Debtors are authorized to send Ballots to each broker, bank or other nominee that is the record holder of such Claims (each, a "Nominee"). Each Nominee will be entitled to receive reasonably sufficient copies of Beneficial Ballots for beneficial holders of the Voting Bondholder Claims (each, a "Beneficial Ballot") and Solicitation              Packages to distribute to the beneficial owners of the Voting Bondholder Claims for whom such Nominee holds such Claims. The Debtors shall be responsible for each such Nominee's requested reasonable, documented costs and expenses associated              with the distribution of copies of 13
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Beneficial Ballots and Solicitation Packages to the beneficial owners of the Voting Bondholder Claims and tabulation of the Beneficial Ballots. For the avoidance of doubt, the beneficial owners    of the Mansfield Certificate Claims, who shall be entitled to vote the Mansfield Certificate Claims as set forth herein, are the beneficial holders of Mansfield Certificates.
: 33.      Additionally each Nominee          will  receive returned Beneficial Ballots from the beneficial owners, tabulate the results, and return, inter alia, such results to Prime Clerk, in                  a master ballot (each, a "Master Bal[ot") by the Voting Deadline, or arrange for beneficial holders to receive pre-validated Ballots for direct return for Prime Clerk before the Voting Deadline.
: 34.      A Nominee has two options with respect to voting. Under the first option, the Nominee will forward the Solicitation Package to each beneficial owner of the Claims entitled to vote on the Plan for voting and include a return envelope provided by and addressed to the Nominee, so that the beneficial owner may return the completed Beneficial Ballot to the Nominee. The Nominee              will then summarize the individual        votes of its respective beneficial owners from their individual Beneficial Ballots on the appropriate Master Ballot, in substantially the form of the Master Ballot, and then return the Master Ballot to Prime Clerk by the Voting Deadline.s The Nominee shoutd advise the beneficial owners to return their Beneficial Ballots to the Nominee by a date calculated by the Nominee to allow it to prepare and retum the Master Ballot to Prime Clerk so that the Master Ballot is actuallv received by Prime Clerk by the Voting Deadline.6
  '  Notwithstanding anything herein, Nominees may return Master Ballots            to  Prime Clerk  via email    at FESB allots@primeclerk.com 6
Beneficial Holders holding Notes through a Nominee must retum their paper ballot to their Nominee, unless, at the option of the Nominee, the Nominee instructs their Beneficial Holders that they may relay votes or voting instructions electronically to the Nominee or the entity preparing the master ballot on such Nominee's behalf and Nominees may use their customary procedures for obtaining such votes electronically.
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: 35.      Under the second option, the Nominee elects to pre-validate the Beneficial Ballot contained in the Solicitation Package and then forward the Solicitation Package to the beneficial owners of the Claims for voting within seven (7) business days after the receipt by such Nominee of the Solicitation    Package,  with the beneficial owners then returning the Beneficial Ballots directly to Prime Clerk (i) via Prime Clerk's E-Balloting Portal or (ii) in the return envelope provided in the Solicitation Package. A Nominee pre-validates a beneficial owner's Beneficial Ballot by, inter alia, (a) indicating thereon the name and address of the record holder of the Claim to be voted, the amount of the Claim held by the beneficial owners as of the Voting Record Date, and the appropriate account numbers through which the beneficial owner's holdings are derived, and (b) executing the beneficial owner's Beneficial Ballot. The beneficial owner shall return the pre-validated Beneficial Ballot directly to Prime Clerk by the Voting Deadline.
: 36.      The Debtors are authorized to, in addition to accepting Ballots by regular mail, ovemight courier or hand delivery accept Ballots via electronic, online transmission through      a customized electronic Ballot by utilizing the E-Balloting Portal on Prime Clerk's website at hups :i/case s.primec lerk. comiFES/.
C.      Notice of Non-Voting Status
: 37.      The Notices of Non-Voting Status are APPROVED.
: 38.      The Debtors shall distribute a Notice of Non-Voting Status  - Unimpaired  Class, substantially in the form annexed hereto as Exhibit 20 to the Holders of Claims in Classes    {!
  ,{2,81, B2, B3- 811- Cl. C2, Cl0. Dl. D2. El.82. E8. Fl. F2. Gl. G2 and G5. as of the close of business on the Voting Record Date, which Classes are Unimpaired and therefore not entitled to vote to accept or reject the Plan.
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: 39. The Debtors shall distribute a Notice of Non-Voting Status        - Impaired Class, substantially in the form annexed hereto as Exhibit      2l to the Holders of Claims and Interests in Classes A10. I)8 and F5    as of the close  of business on the Voting Record Date, which Classes will not receive or retain any property      under the Plan and  will not be not entitled to vote to accept or reject the Plan.
: 40. The Notices of Non-Voting Status satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules, and the Debtors therefore are not required to distribute copies    of the Plan, the Disclosure Statement, and the Confirmation Hearing Notice to any Holder of Claims and Interests in Classes A1, A2. A10. 81. 82. 83. 811.        Cl. C2. C10. I)1. I)2. D8. El-E2, E8. Fl, F2. F5. GL. G2 and G5. Such documents shall also be posted on the Debtors' restructurin g website, hffps //cases.primec lerk. com/FES.
D.      Bondholder Election Notice 4l . The form    of Bondholder    Election Notice annexed hereto as Exhibit 25 is APPRO\TED.
V.      Approval of Notice of Filing the Plan Supplement
: 42. The Plan Supplement Notice          in the form annexed    hereto as Exhibit 22 is APPROVED.
: 43. The Debtors shall serve the Plan Supplement by June 25, 2019, or as soon          as practicable thereafter, on those parties receiving the Solicitation Package.
: 44. The Debtors will file the Plan Supplement no later than ten (10) days prior to the Voting Deadline or such later date as may be approved hy the Court, except as otherwise provided under the Plan.
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VI. Approval of Tabulation Procedures A. Tabulation Procedures
: 45. The following Tabulation Procedures are APPROVED:
(a)    Whenever a creditor casts more than one Ballot voting the same claim(s) before the Voting Deadline, the last properly completed Ballot received before the Voting Deadline will be deemed to reflect the voter's intent, and thus, to supersede any prior Ballots; (b)    The following Ballots will not be counted: (i) any Ballot that is properly completed, executed, and timely retumed to Prime Clerk, but does not indicate either an acceptance or rejection of the Plan; (ii) any Ballot submitted for which the Holder of a Claim entitled to vote to accept or reject the Plan votes to both accept and reject the Plan; (iii) in the absence of any extension of the Voting Deadline granted by the Debtor, any Ballot received after the Voting Deadline; (iv) any Ballot that is illegible or contains insufficient information to permit the identification of the claimant; (v) any Ballot cast by u person or entity that does not hold a Claim as of the Voting Record Date that is entitled to vote to accept or reject the Plan; (vi) any Ballot cast by a person or entity that (a) as of the Voting Record Date, is for a claim that was disallowed or expunged; (b) is for a claim the Debtors scheduled as contingent, unliquidated, or disputed and a proof of claim was not filed by the General Bar Date or deemed timely filed by order for the Court at least five (5) business days prior to the Voting Deadline; or (c) such claim is subject to an objection that remains unresolved (subject, however, to the rights of any Holder of the Claim under Fed. R. Bankr. P. 2018 to have such Claim allowed for voting purposes); (vii) any unsigned Ballot; or (viii) any Ballot transmitted to Prime Clerk by fax, e-mail (except Master Ballots), other electronic means of transmission (other than the E-Ballot platform available on Prime Clerk's website), unless otherwise agreed to by the Debtors; (c)    If no Holders of Claims eligible to vote in a particular Class vote to accept or reject the Plan, the Plan shall be deemed accepted by the Holders of such Claims in such Class; and (d)    In the event there are no creditors in a given Class for a particular Debtot such Class shall be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and disregarded for purposes of determining whether the Plan satisfies section I129(a)(8) of the Bankruptcy Code with respect to that Class.
: 46. The following additional Thbulation Procedures with respect to tabulating Master Ballots are APPROVED:
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(a)    Votes cast by Holders of the Voting Bondholder Claims through Nominees will  be applied to the applicable positions held by such Nominees as of the Voting Record Date, as evidenced by the record and depository listings.
Voting submitted by a Votes cast by Holders of the Voting Bondholder Claims through Nominees will be applied to the applicable positions held by such Nominees as of the Voting Record Date, as evidenced by the record and depository listings. Voting submitted by a Nominee shall not be counted in excess of the amount of the Voting Bondholder Claims held by such Nominee as of the Record Date; (b) If conflicting votes or "over-votes"          are submitted by a Nominee, the Debtors shall use reasonable efforts to reconcile discrepancies with the Nominee; (c)    If over-votes  are submitted by a Nominee which are not reconciled prior to the preparation of the Voting Certification, the votes to accept and to reject the PIan shall be approved in the same proportion as the votes to accept and to reject the Plan submitted by the Nominee, but only to the extent    of the Nominee's Voting Record Date position; (d)    The Claims of Holders of Unsecured PCN/FES Notes Claims or Mansfield Certificate Claims will receive a Ballot on account of the primary obligor on their respective claims. Votes submitted by Holders of Allowed Unsecured PCNffES Notes Claims and Mansfield Certificate Claims          will be counted as a vote for a Claim in equal amount against each of the Debtors' guaranteeing such Allowed Unsecured PCNiFES Notes Claim or Mansfield Certificate Claim (e.g. a vote from a Holder of an Allowed PCNffES Note Claim at FG to accept the Plan will be counted as a vote in the same amount at FES and NG to also accept the Plan).
(e)    For the purposes of tabulating votes, each beneficial holder shall        be deemed (regardless of whether such holder includes interest in the amount voted on its Ballot) to have voted only the principal amount of its Voting Bondholder Claims any principal amounts thus voted will be thereafter adjusted by Prime Clerk, on a proportionate basis with a view to the amount of the Voting Bondholder Claims actually voted, to reflect the corresponding claim amount, including, any accrued hut unpaid prepetition interest, with respect to the securities thus voted; and (0    A    single Nominee may complete and deliver to Prime Clerk multiple Master Ballots. Votes reflected on multiple Master Ballots shall be counted, except to the extent that they are duplicative of another Master Ballot. If two or more Master Ballots are inconsistent, the latest validly executed Master Ballot received prior to the Voting Deadline shall, to the extent of such inconsistency, supersede, and revoke any prior Master Ballot.
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: 47. The Debtors may waive any defects or irregularities as to any particular Ballot at any time, either before or after the Voting Deadline; provided, however,that (i) any such waivers shall be documented in the Voting Certification, and (ii) neither the Debtors, nor any other entity, sha(( be under any duty to provide notification of such defects or irregularities other than as provided in the Voting Certification, nor will any of them incur any liability for failure to provide such notification.
: 48.      Unless otherwise ordered by the Court, questions as          to the validity    form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by Prime Clerk and the Debtors, which determination shall be final and binding.
B.      \ilithdrawal of Vote
: 49. Any creditor who has delivered a properly completed Ballot for the acceptance or rejection of the Plan may withdraw such Ballot, subject to any rights of the Debtors to contest the validity of such withdrawal, such acceptance or rejection by delivering a wriffen notice of withdrawal to Prime Clerk, at any time prior to the Voting Deadline ; provided, however, that any instance in which a Ballot is withdrawn shall be listed in the Voting Certification by Prime Clerk.
A notice of withdrawal, to be valid, shall (i) contain the description of the Claim(s) to which it relates and the aggregate principal amount represented in such Claims(s),      (ii) be executed by the withdrawing creditor, (iii) contain a certification that the withdrawing creditor owns the Claim(s) and possesses the right to withdraw the Ballot, and (iv) be received by Prime Clerk prior to the Voting Deadline. The Debtors expressly reserve the right to contest the validity              of  any withdrawals of votes on the Plan.
C.      Changing of Votes
: 50. Notwithstanding Bankruptcy Rule 3018(a), whenever two or more Ballots or Master Ballots are cast voting the same Claim(s) prior to the Voting Deadline, the last properly l9 18-50757-amk Doc 253L-1' . FILED 04/18/19 ENTERED 04/18/19 2O:Lg:22 Page L9 of
 
completed Ballot or Master Ballot received prior to the Voting Deadline shall be deemed to reflect the voter's intent and will supersede any prior Ballots or Master Ballots, as the case may be, without prejudice to any rights of the Debtors to object to the validity or allowance for voting purposes    of the later Ballot or Master Ballot on any basis permitted by law, including under Bankruptcy Rule 3018(a), and,          if the objection is sustained, to count the next-most        recent properly completed Ballot or Master Ballot received by Prime Clerk for all purposes; provided, however, that as to any instance in which a vote is changed by the          filing of a superseding Ballot, the Voting Certification to be filed by Prime Clerk shall indicate the changing of the particular vote.
D.      No Division of Claims or Votes
: 51.      Except as set forth below and as      it may relate to the procedures      applicable to Master Ballots, each claimant who votes must vote the full amount of each Claim in any one Class either to accept or reject the Plan, and, therefore:        (i) separate Claims held    by a single creditor in any one Class      will be aggregated, for    purposes    of the numerosity requirement of section 1126(c) of the Bankruptcy Code, as if such creditor held one Claim against the Debtor in such Class,  (ii)  such creditor will  receive a single Ballot with respect to all of its claims in such Class; and  (iii) the votes related to such Claims will    be treated as a single vote to accept or reject the Plan. Notwithstanding anything to the contrary herein, separate Ballots          will be provided, and the votes of creditors    will not be aggregated, in the event that separate Ballots are requested by a creditor in a Temporary Allowance Request Motion prior to the deadline set forth in paragraph 19 for filing any such motion and such motion is approved by the Court prior to the Voting Deadline. Further, Holders of Claims against multiple Debtors (e.g. FENOC-FES Unsecured Claims) must vote all such Claims either to accept or reject the Plan and may not vote to accept the Plan as to certain Debtors and reject the Plan as to other Debtors.
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: 52. Prime Clerk is authorized (but not required) to contact parties that submit incomplete or otherwise deficient Ballots in order to cure such deficiencies and allow the Debtors to waive such deficiencies in their discretion and without funher order of the Court.
E. Certification of Votes
: 53. Prime Clerk  will  process and tabulate Ballots and Master Ballots for each Class entitled to vote to accept or reject the Plan and, prior to the Confirmation Hearing,    will file  the voting certification (the "Voting Certificatiou") no later than (7) seven days prior                  the Confirmation Hearing (on or about July 8. 2019).
: 54. Such Voting Certification shall list, inter olia,  all instances in which (i) Ballots were withdrawn, (ii) votes were changed by the filing of superseding Ballots, (iii) the Voting Deadline was extended, and (iv) every irregular Ballot and Master Ballot including, without limitation, those Ballots and Master Ballots that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or necessary information, damaged, or received via facsimile or any other means. With regard to section (iv) of this paragraph, the Voting Certification shall indicate the Debtors' intentions with regard to such irregular Ballots and Master Ballots.
: 55. The Voting Certification shall be served on (i) all Notice Parties and  (ii) a(( parties who have requested notice pursuant to Bankruptcy Rule 2002, and the Voting Certification shall be posted on the Debtors' restructuring website, https://cases.primeclerk.com/FEs, as soon            as practicable after such Voting Certification is filed.
    \ilI. Approval of the Confirmation Procedures A. Confirmation Hearing Notice
: 56. The Confirmation Hearing Notice substantially in the form annexed hereto              as Exhibit 23 is APPROVED.
2t
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57 . The Debtors shall mail a copy of the Confirmation Hearing Notice (to the extent not already provided in the distributions above) to: (i) the US Trustee; (ii) counsel to            the Committee;      (iii) all persons or entities that have requested notice of the proceedings in the Chapter    1l  Cases;  (iv) all Holders of Claims and Interests regardless of whether such Holders  are entitled to vote on the Plan; (v) the Intemal Revenue Service, the Securities and Exchange Commission, the United States Attorney for the Northern District of Ohio and any other required governmental units; (vi) the parties listed on the 2002 Service List and the General Service List (each as defined in the Amended Case Management Order);              (vii) executory contract and lease counterparties who have not filed proofs        of claim in the Chapter 1l    Cases; and  (viii) such additional persons and entities as deemed appropriate by the Debtors.
: 58.      The Debtors shall publish the Confirmation Hearing Notice, modified for publication, on one occasion in each of the publications listed on Exhibit 24 to this Order within ten (10) business days after entry of the Order.
B.      Notice to Retail and Wholesale Customers
: 59.      The Debtors shall provide retail and wholesale customers of FES with a form of notice that    (i)  includes substantially the same information as contained in the Confirmation Hearing Notice, and        (ii) advises the retail and wholesale customers    of FES that their retail contracts    will be assumed by FES and assigned to New FES          in accordance with the terms  and conditions of the Plan (the "Retail Contracts Notice").
: 60.      The Retail Contracts Notice substantially annexed hereto as Exhibit 26              is APPROYED.
: 61.      The Debtors shall mail a copy of the Retail Contracts Notice (to the extent not already provided in the distributions above) to: (i) the retail and wholesale customers of FES; and  (ii) such additional persons and entities as deemed appropriate by the Debtors.
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C.      Objections to Confirmation of the Plan
: 62. Objections and responses,    if any, to confirmation of the Plan, must (i) be in writing, (ii) conform to the Bankruptcy Rules, the Local Rules and the Amended                      Case Management Order,    (iii) set forth the name(s) of the objecting party/(ies), (iv) set forth the nature and amount of the Claim(s) or Interest(s) held or asserted by the objection party/(ies) against the Debtors, (v) state with particularity the legal and factual bases relied upon for the objection or response, (vi) be filed electronically with the Court; and    (vii) be served upon the Notice Parties on or prior to the Plan Objection Deadline.
: 63. Any objections or responses must also be served upon and received by the Notice Parties no later than the Plan Objection Deadline of Julv 5. 2019 at 4:00 p.m. (prevailins
-Eastefn.Iime).
: 64. Objections to confirmation of the Plan not timely filed and served in accordance with the provisions of this Order shall not be considered by the Court and are denied                and ovemrled unless otherwise ordered by the Court.
: 65. The Debtors may file and serve, as appropriate, replies or an omnibus reply to objections or responses that may be served and filed on or before the Plan Reply Deadline.
: 66. The Debtors may make non-substantive changes to the Solicitation Package (including the Plan, Disclosure Statement, and Ballots), the Confirmation Hearing Notice, the Notices of Non-Voting Status, the Plan Supplement Notice, the Bondholder Election Notice, the Retail Contracts Notice, the procedures contained herein and all related documents, without further order of the Court, including, without limitation, filling in any missing dates or other missing information, changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan, any other materials in the Solicitation Package, the Confirmation Hearing Notice, the Notices of Non-Voting Status, the 23 18-50757-amk Doc 2531-J- FILED 04/18/1-9 ENTERED 04/18/19 2O.I9:22 Page 23 of
 
Plan Supplement Notice, the Bondholder Election Notice, and/or the Retail Contracts Notice, prior to distribution of such materials.
: 67. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and/or enforcement of this Order.
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SUBMITTED BY:
    /s/
BROUSE MCDOWELL LPA Marc B. Merklin (0018195)
Kate M. Bradley (0074206)
Bridget A. Franklin (0083987) 388 South Main Street, Suite 500 Akron, OH 44311-4407 Telephone: (330) 535-57 ll Facsimile: (330) 253-8601 mmerklin@brouse.com kbradley@brouse.com bfranklin@hrouse.com
    -and-AKIN GUMP STRAUSS HAUER & FELD LLP Ira Dizengoff (admitted pro hac vice)
Lisa Beckerman (admitted pro hac vice)
Brad Kahn (admitted pro hac vice)
One Bryant Park New York, New York 10036 Telephon e: (212) 87 2-l 000 Facsimile: (21 2) 872-1 002 idizengoff@akingump. com lbeckerman@akin gump.com bkahn@akingump.com
    -and-Scott Alberino (admitted pro hac vice)
Kate Doorley (admitted pro hac vice) 1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036 Telephon e: (202) 887-4000 Facsimile: (202) 887-4288 salberino @akingump.com kdoorley@akingump. com Counsel for Debtors and Debtors in Possession 25
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UNITEI} STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
                                                                    )      Chapter 1l In re:                                                            )
                                                                    )      Case  No. l8-50757 (AMK)
FIRSTENERGY SOLUTIONS CORP., et                  a1.,1            )      (Jointly Administered)
                                                                    )
Debtors.                        )
                                                                    )      Hon. Judge Alan M. Koschik
                                                                    )
MASTER BALLOT FOR ACCEPTING OR REJECTING THE FOURTHAI}{ENDED JOINT PI.AN OF REORGANIZATION OF FIRSTENERGY SOLATIONS CORE,ET AL* PURSAANT TO CHAPTER 11 OF THE BANKRUPTCY CODE NOMINEE FOR BENEFICIAL OWNERS OF CLASS A3, B5 AI{D C4 UNSECURED PCN/FES NOTES CLAIMS THIS MASTER BALLOT (THE "MASTER BALLOT") MUST BE COMPLETED AND (I) IF EMAILED, SUBMITTED TO PRIME CLERK LLC (THE "VOTING AGENT")
VIA THE EMAIL ADDRESS PROVIDED F''OR HEREIN, OR (ID IT CAST IN PAPER FORM, DELIVERED SO AS TO BE ACTUALLY RECEIVBD BY THE VOTING AGENT AT THE AI}DRESS PROVIDED FOR HEREIN, IN EITHER CASE BY 4:OO P.M.(PREYAILINGEASTERNTIME)oNJULY5,20t9(THE..',)
oR THE VOTE OF THE BENEF'ICIAL OWNERS (DEFINED BELOW) FOR WHOM YOU ACT AS NOMTNEE (DEFINED BELOW) WILL NOT BE COUNTED.
THEREFORE, YOU MUST ALLOW SUFFICIENT TIME TO BE SURE THAT THE MASTBR BALLOT IS RECEIVED BY THE VOTING AGENT BEFORE THE VOTING DEAI}LINE.
t The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp. (9245), czrse no. l8-50759; FirstEnergy Generation, LLC (0561), case no.
18-50762; FirstEnergy Generation Mansfield Unit I Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. l8-50760; FirstEnergy Nuclear Operating Company (1483), case no. l8-50761; FirstEnergy Solutions Corp. (0186); and Norton Energy Storage LLC (6928), case no. 18-50764. The Debtors' address is. 341 White Pond Dr., Akron, OH 44320.
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Theabove-captioneddebtorsanddebtorsinpossession(collectively,the..@,,)are soliciting votes with respect to the Fourth Amended Joint Plan of Reorganization of FirstEnerry Solutions Corp., et al., Pursuant to Chapter I I of the Banlcruptcy Code [Docket No. r] (as the same may be amended, modified, and/or supplemented, including all exhibits or supplements thereto, including the Plan Supplement, the "E!@") from the Holders of certain Impaired Claims against the Debtors.'On [r],2019, the United States Bankruptcy Court for the Northern District of Ohio (the "fuI!") signed an order (the "Disclosure State                                    ") [Docket No. r]
which approved the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization FirstEnerg,, Solutions Corp., et. al., Pursuant to Chapter 11 of the Bankruptcy Code [Docket No.
r] (as the same may be amended, modified, and/or supplemented, including all exhibits thereto, the..@,)andwhichestablishescertainproceduresforthesolicitationand tabulation of votes to accept or reject the Plan. The Plan is attached as Exhibit B to the Disclosure Statement, which is part of each package of materials that accompanies this Master Ballot(each,a,.@').TheCourt,sapprovaloftheDiscloSureStatementdoes not indicate approval of the Plan by the Court.
You are receiving this Master Ballot because you are the broker, bank or other nominee, ortheagentofabroker,bankorothernominee(eachoftheforegoing,a..W,)ofa Beneficial Owner3 of the Class A3, B5 and C4 Unsecured PCNffES Notes Clairns indicated on Exhihit A hereto as of May 20,2019 (the "@').
This Master Ballot is to be used by you as the Nominee for certain Beneficial Owners of Class 43, B5 and C4 Unsecured PCN/FES Notes Claims indicated on Exhihit A hereto, to transmit to the Voting Agent the votes of such Beneficial Owners in respect of their Claims to accept or reject the Plan in accordance with their ballots (each, a "Beneficial Ballot' ').
The votes transmitted on this Master Ballot for Beneficial Owners of the Class A3, B5 and C4 Unsecured PCN/FES Notes Claims indicated on Exhibit A hereto shall be applied to each Debtor against whom such Beneficial Owners have a Claim.
As a Nominee, you are required to immediately deliver a Solicitation Package, including a Beneficial Ballot, to each Beneficial Owner for whom you hold the Securities and take any action required to enable such Beneficial Owner to timely vote its Class ,4,3, 85 and C4 Unsecured PCNffES Notes Claims to accept or reject the Plan. You should include in each Solicitation Package a retum envelope addressed to you (and not a retum envelope addressed to the Voting Agent) unless you choose to pre-validate such Beneficial Ballot, in which case the Solicitation Package should include a return envelope addressed only to the Voting Agent. With respect to any Beneficial Ballots returned to you, you must (i) transfer to this Master Ballot your Beneficial Owners' votes as reflected in their respective Beneficial Ballots and (ii) execute and deliver this Master Ballot to the Voting Agent in accordance with the instructions accompanying this Master Ballot.
2 All capitalized terms used but not otherwise defined herein have the meanings set forth in the Plan.
3 A "Beneficial OwneC' means a beneficial owner of publicly traded securities whose Claims have not been satisfied prior to the Voting Record Date (as defined herein) pursuant to Court order or otherwise, as reflected in the records maintained by the Nominees.
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The Disclosure Statement, which describes the terms of the Plan, was included in the Solicitation Packages you are receiving with this Master Ballot (as well as the Plan, Disclosure Statement Order and certain other materials). If you need to obtain additional copies of the Plan, the Disclosure Statement, or other Solicitation Materials, you may obtain free copies (a) at the dedicated website of the Voting Agent for the Debtors' chapter I I cases at https://cases.primeclerk.comlfesl, (b) upon request by mail .to FirstEnergy Solutions Corp.
Balloting Center, c/o Prime Clerk LLC,830 Third Avenue,3'o Floor, New York, NY 10022, or (c) by contacting the Voting Agent directly by calling (855) 934-8766 or by emailing fesbal lots @primeclerk.com.
VOTING INSTRUCTIONS Capitalized terms used in the Master Ballot or in these instructions but not otherwise defined therein or herein shall have the meanings ascribed in the Plan, the Disclosure Statement, or the Disclosure Statement Order, as applicable, copies of which accompany the Master Ballot.
2        You should immediately distribute Solicitation Package(s), including Beneficial Ballots, to each Beneficial Owner (or intermediary nominees,        if applicable) of the Securities underlying Class A3, B5 and C4 Unsecured PCN/FES Notes Claims, and take any action required to enable each such Beneficial Owner to timely vote such Claims.
J        If you are both the record holder and the Beneficial Owner of any principal amount of the Class 43, B5 and C4 Unsecured PCNffES Notes Claims and you wish to vote any such Claims on account thereof, you may complete and execute either an individual Beneficial Ballot or a Master Ballot and return the same to the Voting Agent in accordance with these instructions.
4        If you are transmitting the votes of any Beneficial Owner(s) other than yourself, you may, at your option, elect to pre-validate the Beneficial Ballots sent to such Beneficial Owners.
Based on your decision as to whether or not to pre-validate any Beneficial Ballots, the instructions in either paragraph (5) or paragraph (6) apply (but not both).
5        PRE.VALIDATE,I}                    CIAL  BALLOTS:        A  Nominee "pre-validates"    a Beneficial Ballot by indicating thereon the amount of the Class ,4.3, B5 and C4 Unsecured PCNffES Notes Claims to be voted, the amount of the Class A.3, 85 and C4 Unsecured PCN/FES Notes Claims held by the Beneficial Owner and the appropriate account numbers through which the Beneficial Owner's holdings are derived and executing the Beneficial Ballot. If you choose to pre-validate individual Beneficial Ballots, you must immediately: (a) "pre-validate" the individual Beneficial Ballots contained in the Solicitation Package sent to you by the Voting Agent, and (b) forward the Solicitation Packages to the Beneficial Owners for voting, including:
(i)    the pre-validated Beneficial Ballot; (ii)    a return envelope addressed to the Voting Agent as follows: FirstEnergy Solutions Corp. Ballot Processing, clo Prime Clerk LLC, 830 Third Avenue, 3rd Floor, New York, NY 10022; arid J
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(iii)  clear instructions stating that Beneficial Owners must retum their pre-validated Beneficial Ballot directly to the Voting Agent so that it is actually received by the Voting Agent on or before the Voting Deadline, which is 4:00 p.m. on July 5,2A19 (prevailing Eastern Time).
6    NON PRE-VALIDATED BENEFICIAL BALLOTS: If you do NOT choose to pre-validate individual Beneficial Ballots, you must:
(i)    immediately forward the Solicitation Package(s) sent to you by the Voting Agent to each Beneficial Owner for voting, including: (a) the Beneficial Ballot; (b) a return envelope addressed to you; and (c) clear instructions stating that Beneficial Owners must retum their Beneficial Ballot directly you so that  it is actually received by you on or beforethedate(..@,)calculatedbyyousoastoaffordyouenoughtimeto prepare the Master Ballot and return the Master Ballot to the Voting Agent so it is actually received by the Voting Agent on or before the Voting Deadline, which Return Date the Nominee must also insert in the blank on the first page of the Beneficial Ballot before transmitting it to the Beneficial Owner; and (ii)    upon receipt of completed and executed Beneficial Ballots returned to you by a Beneficial Owner (or an intermediary nominee), you must:
: a. compile and validate the votes and other relevant information of each such Beneficial Owner on the Master Ballot using the customer account number or other identification number assigned by you or an intermediary nominee to each such Beneficial Owner;
: b.      execute the Master Ballot;
: c.      transmit such Master Ballot so as to be actually received by the Voting.
Agent by the Voting Deadline; and
: d. retain such Beneficial Ballots in your files for a period of one year after the Effective Date of the Plan (as you may be ordered to produce the Beneficial Ballots to the Debtors or the Court).
7    If a Master Ballot is received after the Voting Deadline and if the Voting Deadline is not extended, the votes of your Beneficial Owners will not be counted. Additionally, the votes cast by the following Master Ballots (and therefor underlying Beneficial Ballots) will NOT be counted:
(i) Master Ballots sent to any of the Debtors, the Debtors' agents (other than the Voting Agent), any indenture trustee or the Debtors' financial or legal advisors; (ii)    Master Ballots sent by facsimile    or any other electronic    means not expressly provided for herein; 4
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(iii) any Master Ballot that is illegible or contains insufficient information to permit the identification of the Beneficial Owners of the Claims voted; (iv)    any Master Ballot reflecting votes by an entity that does not hold a Claim in a Class that is entitled to vote on the Plan; (v)    any unsigned Master Ballot; (vi)    the portion of any Master Ballot (i) not marked to accept or reject the Plan with respect to any account number or (ii) marked, with respect to a single account number, both to accept and reject the Plan; and/or (vii)  any Master Ballot submitted by any entity not entitled to vote pursuant to the Disclosure Statement Order.
I    Any Beneficial Ballot returned to you by a Beneficial Owner or intermediary nominee shall not be counted for purposes of accepting or rejecting the Plan until you properly complete and deliver to the Voting Agent a Master Ballot that reflects the vote of such Beneficial Owner or intermediary nominee by the Voting Deadline.
I    The method of delivery of Master Ballots to the Voting Agent is at your election and risk.
Except as otherwise provided herein, such delivery will be deemed made only when the Voting Agent actually receives the originally executed Master Ballot. Instead of effecting delivery by first-class mail, it is recommended, though not required, that you use an ovemight or hand delivery service. Facsimile or other electronic transmissions of this Master Ballot not expressly provided for herein will not be accepted. In all cases, you should allow sufficient time to assure timely delivery.
: 10. If multiple Master Ballots are received from the same Nominee with respect to the same Beneficial Ballot belonging to a heneficial Owner of a Claim prior to the Voting Deadline, the last valid Master Ballot timely received will supersede and revoke any earlier received Master Ballots.
ll. The Master Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan and make certifications with respect to the Beneficial Ballots. Accordingly, at this time, holders of Claims should not surrender certificates or instruments representing their Claims and you should not accept delivery of any such certificates or instruments surrendered together with a Beneficial Ballot.
: 12. This Master Ballot does not constitute, and shall not be deemed to be, (a) a proof of claim or (b) an assertion or admission of a Claim.
: 13. Please be sure to properly execute your Master Ballot. You must: (a) sign and date your Master Ballot; (b) if applicable, indicate that you are signing a Master Ballot in your capacity as a trustee, executor, administrator, guardian, attomey in fact, officer of a corporation or otherwise acting in a fiduciary or representative capacity and, if required or requested by the Voting Agent, the Debtors or the Court, submit proper evidence to the requesting party to so act on behalf of such Beneficial Owner; and (c) provide your name 5
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and mailing address  if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Master Ballot.
: 14. No fees or commissions or other remuneration will be payable to any Nominee for soliciting Beneficial Ballots accepting the Plan. The Debtors will however, upon written request, reimburse you for reasonable and customary mailing and handling expenses incumed by you in forwarding the Beneficial Ballots and other enclosed materials to your customers.
IF YOU HAVE ANY QUBSTIONS REGARDING THIS MASTER BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE VOTING AGENT (A) BY WRITING TO FIRSTENERGY SOLUTIONS CORP. C/O PRIME CLERK LLC, 830 THIRI) AYENUE, THIRI) FLOOR, NEW YORK, NY 10022; (B) BY TELEPHONE AT (8ss) 934-8766; oR (C) BY EMAIL AT FESBALLOTS@PRIMECLERK.COM.
PLEASE NOTE THAT THE VOTING AGENT IS NOT AUTHORIZED TO, AI\D WILL NoT, PROYIDE LEGAL AILCE.
If the Voting Agent does not @l!y          receive this Master Ballot on or hefore the Voting Deadline, and if      the Voting Deadline is not extended, the Beneficial Owners' votes transmitted              will not be counted.
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ACCEPTANCE OR REJECTION OF THE PLAI{
ITEM I.        Claim Amount for Votins Purposes, The undersigned certifies that, as of the Voting Record Date, the undersigned (please check the applicable box):
tr is a Nominee for the Beneficial Owners of the aggregate amount of the Class 43, 85 and C4 Unsecured PCN/FES Notes Claims listed in Item 2 below and is the registered holder of the Securities represented by any such Claims; tr is acting under a power of attorney an#or agency agreement (a copy of which will be provided upon request) granted by a Nominee that is the registered holder of the aggregate amount of the Class A3, B5 and C4 Unsecured PCN/FES Notes Claims listed in Item 2 below; or tr has been granted a proxy (an original of which is annexed hereto) from (a) a Nominee or (b) a Beneficial Owner, that is the registered holder of the aggregate amount of the Class A3, B5 and C4 Unsecured PCN/FES Notes Claims listed in Item 2 below and, accordingly, has full power and authority to vote to accept or reject the Plan on behalf of the Beneficial Owners of the Class A.3, B5 and C4 Unsecured PCNffES Notes Claims described in Item 2 below.
ITEM    2.      Vote with Resuect to the Class A3. 85 and C4 U                            S Notes Claims.
Number of Beneficiql Owners: The undersigned transmits the following votes of Beneficial Owners of the Class A3, B5 and C4 Unsecured PCNIFES Notes Claims indicated on fr[!E!!-A hereto and certifies that the following Beneficial Owners of such Claims, as identified by their respective customer account numbers set forth below, are the Beneficial Owners of such Claims as of the Voting Record Date and have delivered to the undersigned, as Nominee, properly executed Beneficial Ballots casting such votes as indicated and containing instructions for the casting of those votes on their behalf.
To Properly Complete the Followins Table: Indicate in the appropriate column below the aggregate principal amount voted for each account. Please use additional sheets of paper if necessary and, if possible, attach such information to this Master Ballot in the form of the following table. PLEASE NOTE: (i) each account of a Beneficial Owner must vote all such Beneficial Owner's Class A3, 85 and C4 Unsecured PCN/FES Notes Claims to accept or reject the Plan and may not split such vote; and (ii) any Beneficial Ballot executed by the Beneficial Owner that does not indicate an acceptance or rejection of the Plan or that indicates hoth an acceptance and a rejection should not be counted as either an acceptance or a rejection of the Plan.
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Your Customer        Principal Account        Amount Held Number for Each        as of Voting Beneficial        Record Date REJECT THE Owner of Class                      ACCEPT THE PLAI{
PLAI{
A3, B5 and C4 Unsecured PCN/FES Notes Claims
: 1.                  $                                        OR
,                    $                                        OR
: 3.                    $                                        OR 4                    $                                        OR 5                    $                                        OR      E 6                    $                                        OR 7                    $                                        OR I                    $                n                      OR 9                    $                n                      OR
: 10.                  $                !                      OR      n TOTALS:              $
Irrna  3.      IMponral{I INrgRMATtoI,{ REcnRpNc THrno Panry RELnnsBs, The Plan contains Consensual Third Party Releases of claims and Causes of Action against the Debtor Released Parties, FE, Non-Debtor Released Parties and Other Released Parties.
ALL HOLI}ERS OF A CLAIM OR INTEREST THAT (I) YOTE TO ACCEPT THE PLATI, OR (II) ARE I}EEMED TO HAVE ACCEPTED THE PLAN SHALL BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE YIII.E OF' THE PLAI{. ALL HOLDERS OF A CLAIM OR INTBREST THAT fl) FAIL TO I
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SUBMIT A BALLOT BY THE VOTING DEADLINE, (II) SUBMIT THE BALLOT BUT ABSTAIN FROM VOTING TO ACCEPT OR REJECT THE PLAN, OR (III) VOTE TO REJECT THE PLAN, IN EACH CASE WILL NOT BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE YIII.E OF THE PLA}[.
ANY HOLDER WHO ELECTS TO REJECT THE PLAhI, AND THEREFORE, NOT TO GRANT THE CONSENSUAL THIRI} PARTY RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLAI{, WILL FOREGO THE BENEF'IT OF RECEIYING THE CONSENSUAL THIRD PARTY RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLAN IF SUCH HOLDER IS A RELEASEI} PARTY THEREUNDER.
Article VIII.E of the Plan provides for the following Consensual Third Party Releases:
On and as of the Effective llaten in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Debtor Released Parties, FE Non-Debtor Released Parties, and Other Released Parties to facilitate and implement the Plan, each Holder of a Claim or Interest that (i) votes to accept the Plan or (ii) is deemed to have accepted the Plan, shall be deemed to have conclusively, ahsolutely, unconditionally, irrevocably, and forever released and discharged each Debtor Released Party, FE Non-Debtor Released Party and Other Released Party from any and all claims and Causes of Action, including any derivative claims asserted or assertable by or on behalf of any of the Debtors, the Reorganized Debtors, or their Estates or Affiliates (including any FE Non-Debtor Parties), as applicahle, that such Entity would have heen legally entitled to assert its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from in whole or in patr, the Debtors, the Dehtors' businesses, the Dehtors' property, the Dehtors' capital structure, the assertion or enforcement of rights and remedies against the llebtors, the Debtors' in- or out-of-court restructuring discussions, intercompany transactions between or among the Dehtors and/or their Affiliates (inctuding any FE Non-Debtor Parties), the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the suhject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the PIan, the business or contractual arrangements between any Debtor and Released P*.ty, the PCNs, the FES Notes, any interest in the Mansfield Facility Documents, the Chapter 1l Cases and related adversaty proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process Support Agreement, the Standstill Agreement, the FE Settlement Agreement, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated hy the Plan or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other related act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth above'do not release (i) any ohligations of any Entity arising after the Effective llate I
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under the Plan, the Confirmation Order, any Restructuring Transaction, the FE Settlement Agreement and any related obligations under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and the FE Settlement Agreement, (ii) any Consenting Owner Participant from its ohligations to the Consenting Owner Trustee, in its individual capacity (and its successors, permitted assigns, directors, officers, employees, agents, and serants), under the Mansfield Trust Agreements or (iii) the Consenting Owner Trustee from its obligations under the Mansfield Trust Agreements with respect to periods after the date of the Confirmation Order.
For the avoidance of doubt, on and as of the Effective Date, each Holder of a Claim or Interest that (i) votes to accept the Plan or (ii) is deemed to have accepted the Plan shall he deemed to provide a full and complete discharge and release to the Debtor Released Parties, the FE Non-Debtor Released Parties and the Other Released Parties and their respective property from any and all Causes of Action whatsoever, whether known or unknown, asserted or unasserted, derivative or direct, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, whether for or sounding in tort, fraud, contract, violations of federal or state securities laws, veil piercing, substantive consolidation or alter-ego theories of liability, contribution, indemnification, joint or several liabilityr or otherwise arising from or related in any way to (r) the Debtors, the Reorganized Debtors, their businesses, their property, or any interest in the Mansfield Facility Documentsl (ii) any Cause of Action against the F.E Non-Ilebtor Released Parties or their property arising in connection with any intercompany transactions or other matters arising in the conduct of the Dehtors' husinesses; (iii) the Chapter 11 Cases; (iv) the formulation, preparation, negotiation, dissemination, implementation, administration, Conlirmation or Consummation of the PIan, the Plan Supplement, any contract, employee pension or benefit plan instrument, release, or other agreement or document related to any Debtor, the Chapter 11 Cases or the Plan, modified, amended, terminated, or entered into in connection with either the Planr or any agreement between the Debtors and any FE Non-Debtor Released Party, including the FE Settlement Agreementl or (v) any other act taken or omitted to be taken in connection with the Chapter 11 Cases, including, without limitation, acts or omissions occurring after the Effective llate in connection with distributions made consistent with the terms of the Plan.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval under section ll23 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Consensual Third Party Release, which includes hy reference each of the related provisions and definitions contained in the Plan.
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ITEM    4.      CrnrIrtc.+rtoNs as ro TRq,NscRIprIoN or INroRprarroFr FRolvI IrrM 4 or rHn Bal.rnrrcrAl BlLLors ,{s ro CL.{ss A3, 85 nNn C4 Ulrsscunpu PCN/FES Norns Cmrprs Vor.rn TuRoucn Orupn BnNnprcwB,ulors The undersigned certifies that the undersigned has transcribed in the following table the information, if any, provided by Beneficial Owners in Item 4 of each of the Beneficial Owner's original Beneficial Ballots, identifying any Class A3, B5 and C4 Unsecured PCN/FES Notes Claims for which such Beneficial Owners have submitted Beneficial Ballots (e.g., to other voting nominees) other than to the undersigned:
Your Customer          TRANSCRIBE FROM ITEM 4 OF THE BENEFICIAL BALLOTS:
Account Numher for              Account          Name of      CUSIP Number or        Principal Amount Each Beneficial        Number            Holder      Description of          of 0ther Class Owner l{ho                                            Other Class A3, B5      A3, BS and C4 Completed Item                                        and C4 Unsecured        Unsecured 4 of the                                              PCN/IES Notes          PCN/FES Notes Beneficial                                            Claims Voted            Claims Voted Ballots I                                                                            $
: 2.                                                                            $
n J                                                                            $
: 4.                                                                            $
5                                                                            $
6                                                                            $
7                                                                            $
: 8.                                                                            $
9                                                                            $
: 10.                                                                          $
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ITEM    4.      CrnurrcATroN.
By signing this Master Ballot, the undersigned certifies that:
: l. it has delivered copies of the Disclosure Statement, the Beneficial Ballots and the rest of the Solicitation Package to each Beneficial Owner whose votes are transmitted hereby or to each intermediary nominee, as applicable;
: 2. it has received a completed and signed Beneficial Ballot from each Beneficial Owner listed in Item 2 of this Master Ballot or from an intermediary nominee, as applicable;
: 3. as of the Voting Record Date it is the registered holder of the Class A3, B5 and C4 Unsecured PCNffES Notes Claims being voted, or an agent therefor;
: 4. it has been authorized by each such Beneficial Owner or intermediary nominee, as applicable, to vote on the Plan and to make applicable elections;
: 5. it has properly disclosed:
(i)    the number of Beneficial Owners who completed Beneficial Ballots; (ii)    the respective amounts of the Class A.3, 85 and C4 Unsecured PCN/FES Notes Claims held as of the Voting Record Date by each Beneficial Owner who completed a Beneficial Ballot; (iii)  each such Beneficial Owner's respective vote on the Plan; (iv)    each such Beneficial Owner's certification as to other Class ,4.3, B5 and C4 Unsecured PCN/FES Notes Claims voted; and (v) the customer account or other identification number              for each such Beneficial Owner as of the Voting Record Date;
: 6. each such Beneficial Owner has certified to the undersigned or to an intermediary nominee, as applicable, that it is eligible to vote on the Plan; and
: 7. it will maintain Beneficial Ballots and evidence of separate transactions returned by Beneficial Owners or by intermediary nominees (whether properly completed or defective) for at least one year after the Voting Deadline and disclose all such information to the Court or the Debtors, as the case may be, if so ordered.
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Name of Nominee:
(Print or Type)
Participant Number:
Name of Proxy Holder or Agent for Nominee:
(Print or Type)
Social Security or Federal Tax Identification Number:
Signature:
Name of Signatory:
(If other than Nominee)
 
==Title:==
Address:
Date Completed:
No fees, commissions or other remuneration will be payable to any broker, dealer or other person for soliciting votes on the Plan. The Debtors will however, upon written request, reimburse you for customary mailing and handling expenses incurred by you in forwarding the Beneficial Ballots and other enclosed materials to your customers. This Master Ballot is not a letter of transmiffal and may not be used for any purpose other than to cast votes to accept or reject the Plan. Holders should not surrender, at this time, certificates representing their securities. The Voting Agent will not accept delivery of any such certificates surrendered together with this Master Ballot. Moreover, this Master Ballot shall not constitute or be deemed to be a proof of claim or equity interest or an assefiion of a claim or equity interest.
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PLEASE RETURN YOUR MASTER BALLOT PROMPTLY If Submittine Your Vote throuqh E-Mail The Voting Agent  will accept Master Ballots from Nominees and their agents through email if properly completed and submitted via email at fesballots@primeclerk.com If Submittins Your  Yote bv First Class Mail. Overnieht Courier. or Hand Deliverv Please complete and execute your ballot and submit    it by first class mail in the enclosed postage prepaid envelope or by sending it to the following address:
FirstEnergy Solutions Corp. Ballot Processing clo Prime Clerk LLC 830 Third Avenue, S"d Floor New York, Fl-Y 10022 If your Master Ballot is not received by the Voting Agent on or before the Voting Deadline, and such Voting Ileadline is not extended by the Debtors as noted above, your vote will not be counted.
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Exhibit A Please check one box below      to indicate the CUSIP/ISIN to which this Master Ballot pertains (or clearly indicate such information directly on the Master Ballot or on a schedule thereto):
Class A.3, BS and C4 Unsecured PCN/T'ES Notes Claims 6.05% Senior Unsecured (l44A)Private Placement    CUSIP 33766JAC7 IISIN Due 8/1512021                  US33766JAC7I 6.05% Senior Unsecured Due 811512021        CUSIP 33766TAD5 / ISIN US33766JAD54 n              6.8% Senior Unsecured Due 811512039        CUSIP 33766JAFO /
U533766JAFO3 6.05% Senior Unsecured (REG-S) Due 8ll5l202l      CUSIP U3I98TAB5 I ISIN USU3I98TAB53
      !        3.50% Adjustable Revenue Bonds Due 41112041      CUSIP O74876HLO / ISIN us074876HL04 s.70%Adjustable Revenue Bonds Due EIUZAZA        CUSIP 677525TK3 IISIN us677 szsrK30 3.7s%Adjustable Revenue Bonds Due l2lll2023      CUSIP677525VKO / ISIN us677525VK02 3.10% Adjustable Revenue Bonds Due 31112023      CUSIP 677525YP9 / ISIN us677525VP98 3.00%Adjustable Revenue Bonds Due 5ll5l20l9      CUSIP 677660UL4 / ISIN us677660UL49 Z.sso/oAdjustable Revenue Bonds Due I lfiD04l    CUSIP 708686D83 i ISTN us708686D837 3.7 so/aAdjustable Revenue Bonds  Due l2ll /2040 CUSIP 708686EA4 i ISIN us708686EA4s 3.so/'Muni Revenue Bonds Due l2lll2035        CUSIP 074876HM8 / ISIN us074876HM86 4olo Muni Revenue Bonds Due 1/1i2035        CUSIP 074876HN6 i ISIN us074876HN69 Ex-l 1-B-50757-amk Doc 2531-1 FILED 04/18/19 ENTERED 04/18/19 2O.L9:?? Page 40 of
 
Class 43, BS and C4 Unsecured PCN/FES Notes Claims 3.625% Muni Revenue Bonds Due I 21112033    cusrP 67752sYQ7 tISrN us677s25VQ7l 3.625% Muni Revenue Bonds Due    l0lll2033  CUSIP 677525YR5 / ISIN us677525VR54 n      3.95% Muni Revenue Bonds Due I llll2032    CUSIP 677525VS3 / ISIN us677sz5vs38 3.75% Muni Revenue Bonds Due 61112033      CUSIP 677525YV6 / ISIN us677525VV66 4% Muni Revenue Bonds Due 121112033      CUSIP 677660UJ9 / ISIN US us677660UJ92 4% Muni Revenue Bonds Due 6/l/2033        CUSTP 677660UK6    IISIN us677660UK6s 3.625% Muni Revenue Bonds Due    l0lll2033  CUSIP 677660UM2 / ISTN us677660UM22 3.95% Muni Revenue Bonds Due    1llll2032  CUSIP 677660I-INO / ISIN us677660LrN05 n        4% Muni Revenue Bonds Due l/l/2034        CUSIP 67766AUP5 / ISTN us677660UP52 3.75% Muni Revenue Bonds Due  7/l 12033  cusrP 677660UQ3 / ISrN us677660UQ36
    !        2.7% Muni Revenue Bonds Due 41112035      CUSIP 074876HH9 IISIN us074876HH91
    !      3.125% Muni Revenue Bonds Due I lll2034    CUSIP 677525VTI / ISIN us677szsvrr l 3.l25yo Muni Revenue Bonds Due 7lll2U33    CUSIP 677525VU8 / ISTN us677525VU83 l6 18-50757-amk Doc 2531-1 FILED 04/1-8/19 ENTERED O4/LBl1-9 20:19:22 Page 41 of
 
UNITEI} STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN I}IVISION
                                                                    )    Chapter I I In re:                                                            )
                                                                    )    Case  No. l8-50757 (AMK)
FIRSTENERGY SOLUTIONS CORP., et a1.,1                              )    (Jointly Administered)
                                                                    )
Debtors.                      )
                                                                    )    Hon. Judge Alan M. Koschik
                                                                    )
BENEFICIAL BALLOT FOR ACCEPTING OR REJECTING THE FOURTH AMENDED TOINT PI./IN OF REORGANIZATION OF TIRSTENERGY SOLUTIONS CORP.. ET AL.. PURSAANT TO                                11 OF THE BANKRUPTCY CODE BENEFICIAL OWNER OF CLASS A3, B5 AI{D C4 UNSECURED PCN/T'ES NOTES CLAIMS THIsBENEFICIALBALLoT(THE..")ISToBEUSEDBY BENEFICIAL OWNERS2 OF CLASS A3, B5 AND C4 UNSECURED PCN/FES NOTES CLAIMS.
IN    ORTIER FOR YOUR VOTE TO BE COUNTED, ALL PRE-VALIDATET)
BENEFICIAL BALLOTS AND/OR MASTER BALLOTS (EACH, A CAST ON BEHALF OF BENEFICIAL BALLOTS THAT WERE NOT PRE.
VALIDATED MUST BE COMPLETED, EXECUTED AND RETURNED SO AS TO BE LY RECEIVEI} BY PRIME CLERK LLC (THE*@")ONO BEFORE 4:00 P.M. (PRBVAILING EASTERN TIME) ON JULY 5, 2019 (THE "VOTING DEADLINE") IN ACCORDANCE WITH THE FOLLOWING:
ADDRESSED YOU MUST RETURN THIS BENEFICIAL BALLOT TO YOUR NOMINEE BY [T],
2OI9 IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS FROM YO I The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp. {9245), case no. l8-50759; FirstEnergy Generation, LLC (0561), case no.
18-50762; FirstEnergy Generation Mansfield Unit I Corp. (5914), case no. 18-50763; FirstEnergy Nuclear Generation, LLC (6394), case no. l8-50760; FirstEnergy Nuclear Operating Company (1483), case no. l8-50761; FirstEnergy Solutions Corp. (0186); and Norton Energy Storage LLC(6928), case no. l8-50764. The Debtors' address is:341 White Pond Dr., Akron,OH44320.
  ,A..@'meansabeneficialownerofpubIiclytradedsecuritieswhoseClaimshavenotbeen satisfied prior to the Voting Record Date (as defined herein) pursuant to Court order or otherwise, as reflected in the records maintained by such owner's broker, bank or other nominee, or the agent of a broker, bank or other nominee (each of the foregoing, a "@!g,').
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NOMINEE, AND IN ANY EVENT, IN SUFFICIENT TIME TO PERMIT YOUR NOMINEE TO DELIVER A MASTER BALLOT INCLUI}ING YOUR VOTE TO THE VOTING AGBNT BY THE VOTING DEADLINE. PLEASE CONTACT YOUR NOMINEE WITH ANY QUESTIONS REGARDING THE DATE IT NEEDS TO RECEIVE YOUR BENEFICIAL BALLOT TO TIMELY SUBMIT THE MASTER BALLOT TO THE VOTING AGENT.
Y                          A  RETURN EN\TELOPE ADDRE                        ED AGENT:
YOUR NOMINEE HAS PRE.VALIDATED THIS BENEFICIAL                                                          BALLOT.
THEREFORE, YOU MUST RETURN THIS PRE.VALIDATEI} BENEFICIAL BALLOT DIRECTLY TO THE VOTING AGENT SO IT IS ACTUALLY RECEIYEI} BY THE VOTING DEADLINE.
DO NOT MAIL OR RETURN BALLOTS DIRECTLY TO THE ABOVE.CAPTIONED DEBTORS AI{D r}EBTORS rN POSSESSION (THE ,'DEEEN") OR THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO (THE "COURT The Debtors are soliciting votes with respect to the Fourth Amended Joint Plan of Reorganization of FirstEnerff Solutions Corp., et al., Pursuant to Chapter I I of the Bankruptcy Code [Docket No. r] (as the same may be amended, modified, and/or supplemented, including all exhibits or supplements thereto, including the Plan Supplement, the "E!q") from the Holders of certain Impaired Claims against the Debtors.' On [r], 2019, the Court signed an order (the
  ..,)[DocketNo.r]whichapprovedtheDlsclosureStatementfor the Fourth Amended Joint Plan of Reorganization FirstEnerg,, Solutions Corp., et. al., Pursuant to Chapter I I of the Bankruptcy Code [Docket No. r] (as the same may be amended, modified, and/orsupplemented,inc[udingallexhibitsthereto,the,.@,,)andwhich establishes certain procedures for the solicitation and tabulation of votes to accept or reject the Plan. The Plan is attached as Exhibit B to the Disclosure Statement, which is part of the package ofmaterialsthataccompaniesthisBallot(the..@,,).TheCourt'sapprovalof the Disclosure Statement does not indicate approval of the Plan by the Court.
You are receiving this Beneficial Ballot for Beneficial Owners because you are a Beneficial Owner of the Class A.3, 85 and C4 Unsecured PCN/FES Notes Claims indicated on ExhibitAheretoasofMay20,20l9(the..@',).Accordingly,youhavea right to vote to accept or reject the Plan.
four rights are described in the Plan and the Disclosure Statement, which were included in the Solicitation Package. Please read the Plan and Disclosure Statement carefully before submitting a Beneficial Ballot. You may wish to seek legal advice conceming the Plan and the classification and treatment of your Claim under the Plan. If you need to obtain additional copies of the Plan, the Disclosure Statement, or other Solicitation Materials, you may obtain free copies (a) at the dedicated website of the Voting Agent for the Debtors' chapter I I 3
All capitalized terms used but not otherwise defined herein have the meanings set forth in the Plan.
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cases at https://cases.primeclerk.com/fes/, (b) upon request by mail to FirstEnergy Solutions Corp. Balloting Center, c/o Prime Clerk LLC, 830 Third Avenue, 3'd Floor, New York, NY 10022, or (c) by contacting the Voting Agent directly by calling (855) 934-8766 or by emailing fesbal lots @primec lerk. com.
If the Plan is confirmed by the Court it will be hinding on you whether or not you vote. The Plan can be confirmed by the Court and thereby made binding on you if it is accepted by the Holders of at least two-thirds (2/3) in the amount and more than one-half (ll2) in number of claims in each Voting Class who voted to either accept or reject the Plan, and if the Plan otherwise satisfies the applicable requirements of Section I129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Court nonetheless may confirm the Plan if it finds that the Plan (i) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan and (ii) otherwise satisfies the requirements under Section I129(b) of the Bankruptcy Code, the foregoing, ss and to the extent applicable to the Debtors'cases.
If the Plan is confirmed by the Court, each Beneficial Owner of Class A3, B5 and C4 Unsecured PCN/FES Notes Claims will have the opportunity to make an election regarding the form of consideration to be distributed to it on account of such Claims. As described in Article IV.B.6 of the Plan, a Beneficial Owner of such Claims may elect to be treated as an Electing Bondholder and receive, in lieu of New Common Stock, all or a portion of its recovery in Cash based upon its Pro Rata portion of the Unsecured Bondholder Cash Pool. However, to the extent the Unsecured Bondholder Cash Pool is insufficient to provide each Electing Bondholder its recovery under the Plan in the form of Cash, each Electing Bondholder shall receive the remainder of its distribution in New Common Stock in accordance with the Plan. After the Confirmation Date and approximately 45 days prior to the Effective Date, Beneficial Owners of Class ,{3, B5 and C4 Unsecured PCN/FES Notes Claims will receive an election form through which they may elect to be treated as an Electing Bondholder. Such election form will contain its own important instructions and deadlines and recipients should read the election form carefully.
ARTICLE VIII OF THE PLAN CONTATNS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, INCLUDTNG CONSENSUAL THIRD PARTY RELEASES IN ARTICLE VIII.E. THUS , YOU ARE ADVISE,D TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER WITH RESPECT TO THE THIRD PARTY RELEASES.
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VOTING INSTRUCTIONS Capitalized terms used in the Beneficial Ballot or in these instructions but not otherwise defined therein or herein shall have the meanings ascribed in the Plan, the Disclosure Statement,    or the Disclosure Statement Order, as applicable, copies of which also accompany the Beneficial Ballot.
2    To ensure that your vote is counted, you must: (i) complete your Beneficial Ballot in accordance with these instructions; (ii) clearly indicate your decision either to accept or reject the Plan in the boxes provided in Item 2 of the Beneficial Ballot; (iii) review the Plan provisions relating to the Consensual Third Party Releases; (iv) review and complete Items 4 and 5 in accordance with the instructions therein; and (v) clearly sign and return an original of your Beneficial Ballot to the address set forth on the enclosed pre-addressed envelope.
4 J    Return of Beneficial Ballots: Your Beneficial Ballot (if pre-validated) and/or the Master Ballot incorporating the vote cast on your Beneficial Ballot MUST be returned to the Voting Agent so as to be actuallv received by the Voting Agent on or before the Voting Deadline, which is July 5,2019 at 4:00 p.m. (prevailing Eastern Time). To ensure your vote is counted toward confirmation of the Plan, please read the following information carefully so that you understand where your Beneficial Ballot must be sent in order for it to be received before the Voting Deadline:
(i)    Pre-validated Benefi cial Ballot: If you received a Beneficial Ballot and a return envelope addressed to the Voting Agent, you must return your completed Beneficial Ballot directly to the Votinq Agent so that it is actually received by the Voting Agent on or before the Voting Deadline.
(ii)    Not pre-validated Beneficial Ballot: If you received a Beneficial Ballot and a return envelope addressed to your Nominee, fou must return your completed Beneficial Ballot directlv to your Nominee so as to be actually received by [.],
2019 to allow sufficient time to permit your Nominee to deliver a Master Ballot including your vote to the Voting Agent by the Voting Deadline.
4    If a Master Ballot or pre-validated Beneficial Ballot is received after the Voting Deadline and if the Voting Deadline is not extended, it will not be counted. Additionally, the following Beneficial Ballots will NOT be counted:
(i)    Beneficial Ballots sent to any of the Debtors, the Debtors' agents (other than the pre-validated Beneficial Ballots sent to the Voting Agent), any indenture trustee or the Debtors' financial or legal advisors; (ii)    Beneficial Ballots sent by facsimile, e-mail or any other electronic means not expressly provided for herein; 4
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(iii)  any Beneficial Ballot that is illegible or contains insufficient information to permit the identification of the holder of the Claim; (iv)    any Beneficial Ballot cast by an entity that does not hold a Claim in a Class that is entitled to vote on the Plan; (v)    any unsigned Beneficial Ballot; and/or (vi)    any Beneficial Ballot submitted by any entity not entitled to vote pursuant to the Disclosure Statement Order.
5    Beneficial Ballots that indicate both acceptance and rejection of the Plan or indicate neither an acceptance nor rejection of the Plan will not be counted.
6    The method of delivery of Beneficial Ballots to the Voting Agent or your Nominee is at the election and risk of each holder of a Claim. Except as otherwise provided herein, such delivery will be deemed made only when the Voting Agent actuallv receives the originally executed Beneficial Ballot or Master Ballot incorporating the Beneficial Ballot.
Instead of effecting delivery by first-class mail, it is recommended, though not required, that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery.
7    If multiple Beneficial Ballots are received from the same holder of a Class A,3, 85      and C4 Unsecured PCN/FES Notes Claim with respect to the same Class A3, B5 and C4 Unsecured PCN/FES Notes Claim prior to the Voting Deadline, the last valid Beneficial Ballot timely received will supersede and revoke any earlier received Beneficial Ballots.
I    If you believe you received the wrong Ballot, or if you need additional Ballots, please immediately contact the Voting Agent.
I    If you wish to have your Claim Allowed in a different amount, classification or treatment than the amount, classif,rcation or treatment listed on the Beneficial Ballot for purposes of voting on the Plan, you must serve on the Debtors and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim for purposes of voting (the "Temporary Allowance Request Motion") on or before the seventh (7th) day after the later of (i) service of the Confirmation Hearing Notice if an objection to a specific claim is pending, or such claim has been listed in the Schedules as contingent, unliquidated, or disputed, and (ii) service of a notice of an objection, if any, as to the specific claim, but in no event later than June 18, 2019 at 4:00 p.m. (prevailing Eastern Time) (the "Temporarv Allowance Request Motion Deadline"). All objections and responses  to Temporary Allowance Request Motions must be filed and served on or before June 25, 2019. A claimant may file a reply to any objection or response to its motion on ot before June 261 2019. Any order temporarily allowing such claims must be entered on or before June 28, 2019 or as otherwise ordered by the Court. Temporary Allowance Request Motions must adhere to the requirements set forth in the Disclosure Statement Order to be considered by the Court.
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: 10. This Beneficial Ballot does not constitute, and shall not be deemed to be, a proof of claim or an assertion or admission of a Claim.
il. If you hold Claims in another Class or Classes in which you are entitled to vote, you will receive a ballot for such other Class(es). Each ballot votes only your Claims indicated on that ballot. Please complete and return each ballot you receive.
: 12. Please be sure to properly sigrr and date your Beneficial Ballot. If you are signing a Beneficial Ballot in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation or otherwise acting in a fiduciary or representative capacity, fou must indicate such capacity when signing and, if required or requested by the Voting Agent, the Debtors or the Court, must submit proper evidence to the requesting party to so act on behalf of such holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Beneficial Ballot.
IF YOU HAYE ANY QUESTIONS REGARI}ING THE BENEFICIAL BALLOT OR THE PROCEDURES GENERALLY, OR IF YOU NEED ADDITIONAL COPIES OF THE BENEFICIAL BALLOT OR OTIIER SOLICITATION MATERIALS, PLEASE CONTACT THE VOTING AGENT (A) BY WRITING TO FIRSTENERGY SOLUTIONS coRP. c/o PRIME CLERK LLC, 830 THIRD AYENUE' THIRD FLOOR, NEW YORK, NY 10022; (B) BY TELEPHONE AT (8ss) 934-8766; OR (C) BY EMAIL AT FESBALLOTS@PRIMECLERK.COM. PLEASE NOTE THAT TIIE VOTING AGENT IS NOT AUTHORIZED TO, AI{D WILL NOT, PROVIDE LEGAL AI}YICE.
THIS BENEFICIAL BALLOT IS TO BE USED BY BENEFICIAL OWNERS OF'CLASS A3, B5 ANID C4 UNSECURED PCN/FES NOTES CLAIMS. PLEASE COMPLETE, SIGN AI{D I}ATE THIS BENEFICIAL BALLOT AITD RETURT{ IT IN THE ENCLOSED ENYELOPE (OR OTHERWTSE FOLLOW THE INSTRUCTTONS OF YOUR NOMTNEE) PROMPTLY.
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ACCEPTANCE OR REJECTION OF'THE PLAN ITEM    I. Claru Auorwr FoRVormc Punposns.
The undersigned hereby certifies that as of the Voting Record Date, the undersigned was the Beneficial Owner of the Class ,4'3, B5 and C4 Unsecured PCNiFES Notes Claims indicated on Exhibit A hereto in the following aggregate unpaid principal amount (insert amount in box below, unless otherwise completed by your Nominee):
Claim Amount:$
ITEM    2. Vorn.
The Beneficial Owner of the Class 43, B5 and C4 Unsecured PCNffES Notes Claims, the aggregate amount of which is set forth in Item l, votes to (please check only one):
          . ACCEPT the      PIan.          . REJECT the PIan.
PLEASE NOTE: (i) Each Beneficial Owner must vote all such Beneficial Owner's Class Ft,ns"noc+UnsecuredPCNlFESNotesCIaimstoacceptorrejectthePIanandmaynot snlit such vote; and (ii) any Beneficial Ballot executed by a Beneficial Owner that does not indicate an acceptance or rejection of the Plan or that indicates hoth an acceptance and a rejection should not be counted as either an acceptance or a rejection of the Plan.
ITEM 3.        IUToRTINT INFoRMATIoN REGARDING THIRD PARTY RnLEASns.
The Plan contains Consensual Third Party Releases of claims and Causes of Action against the Debtor Released Parties, FE Non-Debtor Released Parties and Other Released Parties.
rF YOU (r) VOTE TO ACCEPT THE PLAII OR (rr) ARE DEEMED TO HAVE ACCEPTED THE PLAN, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLAN. IF'YOU (I) FAIL TO SUBMIT A BALLOT BY THE VOTING I}EADLINE, (ID SUBMIT THE BALLOT BUT ABSTAIN FROM VOTING TO ACCEPT OR REJECT THE PLAN, OR (III) VOTE TO REJECT TIIE PLAFI, IN EACH CASE YOU WILL NOT BE DEEMBD TO CONSENT TO THE RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLA}[.
IF YOU ELECT TO REJECT THE PLAN, AND THEREFORE, NOT TO GRANT THE CONSENSUAL THIRI} PARTY RELEASES SET FORTH IN ARTICLE VIII.E OF THE PLAN, YOU WILL FOREGO THE BENEFIT OF RECEIYING THE CONSENSUAL THIRI} PARTY RELEASES SET FORTH IN ARTICLE YIII.E OF THE PLAFI IF YOU ARE A RELEASED PARTY THEREUNDER.
Article VIII.E of the Plan provides for the following Consensual Third Party Releases:
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On and as of the Effective Date, in exchange for good and valuable consideration, including the obligations of the Debtors under the Plan and the contributions of the Debtor Released Parties, the FE Non-Debtor Released Parties, and Other Released Parties to facilitate and implement the Plan, each Holder of a Claim or Interest that (i) votes to accept the Plan (ii) is deemed to have accepted the Plan, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged each Debtor Released Party, F'E Non-Debtor Released Party, and Other Released Party from any and all claims and Causes of Action, including any derivative claims asserted or assertahle by or on of any of the Debtors, the Reorganized Debtors, or their Estates or Affiliates (including any FE Non-Debtor Parties), as applicahle, that such Entity would have heen legally entitled assert its own right (whether individually or collectively) or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, hased on or relating to, or in any manner arising from in whole or in patr, the Debtors, the Debtors' businesses, the Dehtors' property, the llebtors' capital structure, the assertion or enforcement of rights and remedies against the Dehtors, the Debtors' in- or out-of-court restructuring discussions, intercompany transactions hetween or among the Debtors and/or their Affiliates any FE Non-Debtor Parties), the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the PIan, the business or contractual arrangements between any Dehtor and Released Party, the PCNs, the FES Notes, any interest in the Mansfield Facility Documents, the Chapter 11 Cases and related adversary proceedings, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Restructuring Support Agreement, the Process S Agreementn the Standstill Agreement, the FE Settlement Agreement, the Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, other agreement or document created or entered into in connection with the foregoing, including providing any legal opinion requested by any Entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or reliance by any Released Party on the Plan or the Confirmation Order in lieu of such opinion, the issuance or distribution of securities pursuant to the Plan, or the distribution property under the Plan or any other related agreement, or upon any other related act omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date- Notwithstanding anything to the contrary in the foregoing, the releases forth above do not release (i) any obligations of any Entity arising after the Effective Date under the PIan, the Confirmation Ordern any Restructuring Transaction, the FE Settlement Agreement and any related ohligations under the Plan, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan and the FE Settlement Agreement, (ii) any Consenting Owner Participant from its obligations to the Consenting Owner Trustee, in its individual capacity (and its successors, permitted assigns, directors, officers, employees, agents, and selants)n under the Mansfield Trust Agreements or (iii) the Consenting Owner Trustee from its obligations under the Mansfield Trust Agreements with respect to periods after the date of the Confirmation 0rder.
For the avoidance of douht, on and as of the Effective Date, each Holder of a Claim or Interest that (i) votes to accept the Plan or (ii) is deemed to have accepted the Plan shall deemed to provide a full and complete discharge and release to the Debtor Released Parties, I
18-50757-amk Doc 2531-L FlLED 04/18/19 ENTERED                    0fl118/1-9 20:L9:22 Page 49 of
 
FE Non-Dehtor Released Parties, and the Other Released Parties and their respective property from any and all Causes of Action whatsoever, whether known or unknown, asserted or unasserted, derivative or direct, foreseen or unforeseen, existing or hereinafter arising, in law, equityn or otherwise, whether for or sounding in tort, fraud, contract, violations of federal or state securities laws, veil piercing, suhstantive consolidation or alter-ego theories of liahility, contribution, indemnification, joint or several liahilityr or otherwise arising from or related in any way to (D the Debtors, the Reorganized Debtors, their husinesses, their property, or any interest in the Mansfield Facility Documentsl (ii) any Cause of Action against the FE Non-Debtor Released Parties or their property arising in connection with any intercompany transactions or other matters arising in the conduct the Debtors' businesses; (iii) the Chapter lt Casesl (iv) the formulation, preparation, negotiation, dissemination, implementation, administration, Confirmation or Consummation of the Plan, the Plan Supplement, any contract, employee pension or benefit plan instrument, release, or other agreement or document related to any Debtor, the Chapter 11 Cases or the Plan, modified, amended, terminated, or entered into in connection with either the Plan, or any agreement between the Ilebtors and any FE Non-Ilehtor Released Party, including the FE Settlement Agreementl or (v) any other act taken or omitted to be taken in connection with the Chapter 11 Cases, including, without limitation, acts or omissions occurring after the Effective Date in connection with distributions made consistent with the terms of the Plan.
Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, of the Consensual Third Party Release, which includes by reference each of the related provisions and definitions contained in the Plan.
I 18-50757-amk Doc 2531 FILED 04/18/19 ENTERED 04/181I9 20.t9.22i Pase 50 of
 
ITEM 4.        Cnnrmtc.q,rroFts ns    ro CLA.ss A3. 85 aNu C4 Ur,rsucuREn PCN/FES Norrs Clruus.
By completing and returning this Beneficial Ballot, the undersigned Beneficial Owner certifies that (i) this Beneficial Ballot is the only Beneficial Ballot submitted for the Claims identified in Item I owned by such Holder, except as identified in the following table, and (ii) all Beneficial Ballots submiffed by the Holder in the same Class identified in Item I indicate the same vote to accept or reject the Plan that the Holder has indicated in Item 2 of this Beneficial Ballot (please use additional sheets of paper if necessary):
ONLY COMPLETE THIS SECTION IF YOU HAVE VOTED OTHER CLAIMS IN THE SAME CLASS ON A BENEFICIAL BALLOT OTHER THAN THIS BENEFICIAL BALLOT.
Name of                                              CUSIP of Other Account Number Registered Holder        Principal Amount of        Claims Voted with other Nominee or Other Nominee        Other Claims Voted (if applicable)
(if applicable)
ITEM    5.      CSRTITTCATIoN.
By signing this Beneficial Ballot, the Beneficial Owner of        Class ,4.3,  85 and C4 Unsecured PCN/FES Notes Claims certifies that:
: a.      as of the Voting Record Date it is the Beneficial Owner of the Class A3, B5 and C4 Unsecured PCNiFES Notes Claims to which this Beneficial Ballot pertains;
: b.      it has been provided with a copy of the Plan, Disclosure Statement and the Disclosure Statement Order and acknowledges that the vote set forth on this Beneficial Ballot is subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and the Disclosure Statement Order; and
: c.      it has not submitted any other Ballots relating to the Class A3, B5 and C4 Unsecured PCN/FES Notes Claims that are inconsistent with the votes as set forth in this Beneficial Ballot or that, as limited by the terms of the Disclosure Statement Order and the instructions attached hereto, if l0 18-50757-amk Doc 2531--1 FILED 04/18/19 ENTERED 04/18/19 20:L9:22 Page SL of'
 
such other ballots were previously submitted, they either have been or are hereby revoked or changed to reflect the vote set forth herein.
Name of Claim Holder (Print or Type):
Social Security or Federal Tax I.D. No.
(Optional):
Signature:
Name of Signatory:
If Authorized Agent of Claimant, Title of Agent:
Street Address:
City, State, andZip Code: Telephone Number:
Email Address: Date Completed:
No fees, commissions or other remuneration will be payable to any broker, dealer or other person for soliciting votes on the Plan. This Beneficial Ballot is not a letter of transmittal and may not be used for any purpose other than to cast votes to accept or reject the Plan. Holders should not surrender, at this time, certificates representing their securities. The Voting Agent will not accept delivery of any such certificates surrendered together with this Beneficial Ballot.
Moreover, this Beneficial Ballot shall not constitute or be deemed to be a proof of claim or equity interest or an assertion of a claim or equity interest.
PLEASE COMPLETE, SIGN AI{D DATE THIS BENEFICIAL BALLOT ANI} RETURN rT PROMPTLY rN TIIE ENVELOPE PRO\IIDED (OR OTHERWISE FOLLOW THE TNSTRUCTIONS OF YOUR NONIINEE).
IF THE VOTING AGENT I}OES NOT ACTUALLY RECEIYE THE MASTER BALLOT INCORPORATING THE VOTE CAST BY THIS BENEF'ICIAL BALLOT ON OR BEFORE THE VOTING DEAI}LINE (AND IF' THE VOTING DEADLINE IS NOT EXTENDED), YOUR VOTE TRANSMITTED BY THIS BENEFICIAL BALLOT WILL NOT BE COUNTED TOWARD CONF'IRMATION.
IF YOU HAVE QUESTIONS REGARDING THIS BENEF'ICIAL BALLOT OR THE VOTING PROCEI}URES, OR IF YOU NEED AI{ ADDITIONAL BALLOT OR ADDITIONAL COPIES OF THE DISCLOSURE STATEMENT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT THE YOTING AGENT (A} BY WRITING TO F'IRSTENERGY SOLUTIONS CORP. C/O PRIME CLERK LLC,                                  830 il 18-50757-amk Doc 2531-L FILED CI4/18119 ENTERED 04/l-B/19 20:L9:22 Page 52 of
 
THIRI) AVENUE, THIRI) FLOOR, NEW YORK, NY 10022; (B) BY TELEPHONE AT (8ss) 934-8766; OR (C) BY EMAIL AT FESBALLOTS@PRIMECLERI(COM.
t2 18-50757-amk Doc 2531-1 FILED 04/18/1"9 ENTERED 04/18/19 2019:22 Page 53 of
 
Exhibit A Please check one box below to indicate the CUSIP/ISIN to which this Beneficial Ballot pertains (or clearly indicate such information directly on the Beneficial Ballot or on a schedule thereto):
Class A3, B5 and C4 Unsecured PCN/FES Notes Claims 6.05% Senior Unsecured (I44A)Private Placement      CUSIP 33766TAC7 IISIN Due 8/l 512021                    US33766JAC7I
      !            6.05% Senior Unsecured Due  8ll5l202l        CUSIP 33766JAD5 / ISIN US33766JAD54 n              6.8% Senior Unsecured Due 811512039          CUSIP 33766JAFO    /
US33766JAFO3 n        6.05% Senior Unsecured (REG-S) Due    8ll5l202l    CUSIP U3I98TAB5 / ISIN USU3198TAB53 n        3.s0%Adjustable Revenue Bonds Due 4/1/2041        CUSIP O74876HLO    i ISIN us074876HL04 n        s.70%Adjustable Revenue Bonds Due 8/l/2020        CUSIP 677525TK3 i ISIN us677525TK30 3.7s%Adjustable Revenue Bonds Due l2lll2023        CUSIP677525VKO / ISIN us677525VK02
      !        3.10%Adjustable Revenue Bonds Due 3/l/2023        CUSIP 677525VP9 / ISIN us677525VP98 3.00% Adjustable Revenue Bonds Due 5/l 512019      CUSIP 677660UL4 / ISIN us677660UL49 n        z.ss%Adjustable Revenue Bonds Due I llUz}4l        CUSIP 708686D83 IISTN us708686D837 3.7s%Adjustable Revenue Bonds Due l2lll2040        CUSIP 708686EA4 / ISIN us708686EA45 n            3.5% Muni Revenue Bonds Due 121112fr35        CUSIP 474876HM8 / ISIN usO74876HM86 4% Muni Revenue Bonds Due I lll2035          CUSIP 074876HN6 / ISIN uso74876HN69 Ex-Z L8-50757-amk Doc 2531--1 FILED 04/18/19 ENTERED                  04/1-8/19 20:1-9:22    Page 54 of
 
Class 43, B5 and C4 Unsecured PCN/FES Notes Claims 3.625% Muni Revenue Bonds Due    l2lll2033  cusrP 677525YQ7 lrSrN us677s25VQ7r 3.625% Muni Revenue Bonds Due    l0lll2033  CUSIP 677525VR5 / ISIN us677525VR54 3.95% Muni Revenue Bonds Due I llll2032    CUSIP 677525VS3 / ISTN us677525VS38 3.75% Muni Revenue Bonds Due 6/1 12033    CUSIP 677525VV6 / ISIN us677525YV66 4Yo Muni Revenue Bonds Due l2lll2033    CUSIP 677660UJ9 / ISTN US us677660UJ92 4% Muni Revenue Bonds Due 61112033      CUSIP 677660UK6 / ISIN us677660UK6s 3.625% Muni Revenue Bonds Due    l0lll2033  CUSIP 677660UM2 IISIN us677660ui[.d22 3.95% Muni Revenue Bonds Due I llll2032    CUSIP 67766OUNO / ISIN us677660UN05 4% Muni Revenue Bonds Due l/l/2034      CUSIP 677660UP5 / ISIN us677660UP52 3.75% Muni Revenue Bonds Due 7/l 12A33    cusrP 677660UQ3 / rSrN us677660UQ36 2.7% Muni Revenue Bonds Due 4/l/2035      CUSIP A74876HH9 IISIN us074876HH9l 3.125% Muni Revenue Bonds Due 1/l/2A34    CUSIP 677525VTI / ISIN us677s25VT1l 3 .125% Muni Revenue Bonds D:ue  7 ll12033  CUSIP 677525YU8 / ISIN us677525VU83 14 18-50757-amk DoCi2531--1" FILED 04/1-8/1-9 ENTERED 04/18/1-9 20.L9:22 Page 55 6f
 
UNITED STATES BAFTKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
                                                                    )      Chapter l l In re:                                                            )
                                                                    )      Case  No. l8-50757 (AMK)
FIRSTENERGY SOLUTIONS CORP., et al.,t                              )      (Jointly Adm inistered)
                                                                    )
Debtors.                        )
                                                                    )      Hon. Judge Alan M. Koschik
                                                                    )
MASTER BALLOT FOR ACCEPTING OR REJECTING THE FOURTH AMENDED JOINT PI}IN OF REORGANIZATION OF FIRSTENERGY SOLATIONS
                  . E,T AL. PURSUANT TO CHAPTER 11 OF THE                                  UPTCY CODE NOMINEE FOR BENEFICIAL OWNERS OF MANSFIELD CERTIF'ICATES WHOSE CLAIMS ARE DESIGNATED AS MANSFIELD CERTIF'ICATE CLAIMS UNDER THE PLAN AND CLASSIFIED IN CLASSES A4, 86, C5 A}[D E3 THISMASTERBALLoT(THE.,@,)MUSTBECoMPLETEDAI{D (I)IFEMAILED,sUBMITTEDToPRIMECLERKLLC(THE*@,,)
VIA THE EMAIL ADDRESS PROYIDED FOR HEREIN, OR (II) IF CAST IN PAPER FORM, DELIVERED SO AS TO BE ACTUALLY RECEIVED BY THE VOTING AGENT AT THE AI}DRESS PRO\TII}ED F'OR HEREIN, IN EITHER CASE BY 4:OO P.M.(PREVAILINGEAsTERNTIME}oNJULY5,2019(THE..,,)
oR THE VOTE OF THB BENEFTCIAL OWNERS pEFTNED BELOW) FOR WHOM YOU ACT AS NOMINEE (DEFINED BELOW) WILL NOT BE                                                      COUNTED.
THBREFORE, YOU MUST ALLOW SUFFICIENT TIME TO BE SURE THAT THE MASTER BALLOT IS RECEIVED BY THE VOTING AGENT BEFORE THE VOTING DEADLINE.
  ' The Debtors in these chapter I I cases, along with the last four digits of each Debtor's federal tax identification number, are: FE Aircraft Leasing Corp. (9245), case no. 18-50759; FirstEnergy Generation, LLC (0561), case no.
18-50762; FirstEnergy Generation Mansfield Unit 1 Corp. (5914), cass no. 18-50763; FirstEnergy Nuclear Generation,LLC (6394), case no. 18-50760; FirstEnergy Nuclear Operating Company (1483), case no. 18-50761; FirstEnergy Solutions Corp. (0186); and Norton Energy Storage LLC (6928), case no. 18-50764. The Debtors' address is: 341 White Pond Dr., Akron, OH 44320.
Ex-3 18-507}}

Latest revision as of 02:53, 5 January 2025

ISFSI, Davis-Besse, Unit 1, ISFSI, and Perry, Unit 1, ISFSI - Application for Order Consenting to Transfer of Licenses and Conforming License Amendments
ML19116A087
Person / Time
Site: Beaver Valley, Davis Besse, Perry, 07201043, 07200069
Issue date: 04/26/2019
From: Benyak D
FirstEnergy Nuclear Operating Co
To:
Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML19116A086 List:
References
L-19-073
Download: ML19116A087 (979)
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