firstenergy solutions source book

CONTENTS OF WWW.FESSOURCEBOOK.COM DECEMBER 29, 2016 Version 2.0

LAW OFFICES OF TIMOTHY M. TOY 1

FIRSTENERGY SOLUTIONS SOURCE BOOK

Description FSB ITEM

Facility Lease Agreement Mansfield 2007 Trust A FSB 1

Definitions and Rules of Interpretation Applicable to Lease Documents Mansfield 2007 Trust A FSB 2

Participation Agreement Mansfield 2007 Trust A FSB 3

Lease Indenture Mansfield 2007 Trust A (form of lessor note attached) FSB 4

Pass Through Trust (PTC) Agreement FSB 5

Support Agreement Mansfield 2007 Trust A FSB 6

FES Lease Guaranty Mansfield 2007 Trust A FSB 7

Bill of Sale Mansfield 2007 Trust A FSB 8

Bruce Mansfield Station Operating Agreement (Unit 1, Unit 2 and Unit 3) FSB 9

NG Upstream Guaranty (March 2007) FSB 10

FG Upstream Guaranty (March 2007) FSB 11

FES Downstream Guaranty for FG (March 2007) FSB 12

FES Downstream Guaranty for NG (March 2007) FSB 13

Document Provisions Relating to Premium/Make-Whole FSB 14

UNITED AIR LINES Chapter 11: Lease-Secured Financing Disputes for Airport Facilities FSB 15

Site Lease Mansfield 2007 Trust A FSB 16

1974 Deed Referenced in Description of Site Lease Premises in FSB 16 FSB 17

Bruce Mansfield Unit 1 Leases: By the Numbers, Version 1.0 FSB 18

The Abolishment of the Assembled Industrial Plant Doctrine in Pennsylvania, Version 1.0 FSB 19

ASSETS INCLUDED/EXCLUDED WITHIN UNIT 1 FSB 20

1987 Bruce Mansfield Units 1/2/3 sale and leasebacks: Facility Lease FSB 21

1987 Bruce Mansfield Units 1/2/3 sale and leasebacks: Support Agreement FSB 22

1987 Bruce Mansfield Units 1/2/3 sale and leasebacks: Deed and Bill of Sale FSB 23

Hyperlinked Exhibit List to PTC exchange offer registration statement. FSB 24

Severance Provisions from Bruce Mansfield Unit 1 Sale and Leaseback Documents FSB 25

UBS Presentation by TMT on 12/7/16: FirstEnergy Solutions: Mansfield Leases and Other Nuances FSB 26

Edison Mission Energy Tax Indemnity Agreement (August 2000 Powerton Lease) FSB 27 Law O

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Lease-related EXCERPTS FROM DYNEGY DISCLOSURE STATEMENT AND RELATED MATERIALS FSB 200

The Bear Swamp Litigation and Settlement/US Gen New England Chapter 11 FSB 201

Filene’s Basement Section 502(b)(6) Opinion FSB 202

AES Eastern Disclosure Statement FSB 203

Kmart Chapter 11—Brief by Lease Equity Investor on Measuring Tax Indemnity Claims FSB 204

Response of Kmart/debtor to FSB 204 FSB 205

Calpine Chapter 11 Settlement of Lease-Related Tax Indemnity Claim FSB 206

Mirant Chapter 11 Disclosure statement FSB 207

[reserved] FSB 208

Edison Mission Energy Chapter 11: Motion to Reject Generating Asset Leases FSB 209

AMR/American Airlines Chapter 11: Response of Equity Investor to Debtors Tax Indemnity Agreement Claims FSB 210

PSEG Objection to Dynegy Motion to Reject Lease FSB 211

Dynegy Motion to Reject FSB 212

FSB PSEG Declaration in Support of FSB 211 FSB 213

Dynegy Reply to FSB 211 FSB 214

May 2010 Dynegy Central Hudson Leases Update FSB 215

Further PSEG Declaration in Support of FSB 211 FSB 216

Edison Mission Energy: Settlement of Generating Assets Lease Issues FSB 217

2010 2nd Cir. Opinion Upholding Tax Indemnity Claims in Delta Air Lines, 608 F. 3d 139 (2nd Cir 2010) FSB 218 Law O

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[reserved] FSB 219

Northwest Airlines: Equity investor objection to proposed treatment of tax indemnity claims FSB 220

Bear Swamp Post-Trial Brief Arguing for Finance Lease treatment FSB 221

Bear Swamp Interim Operating Agreements FSB 222

2016 IRS written determination on section 467 loans FSB 223

MIRMA Expert Report arguing that section 467 Loans are not “real loans” FSB 224

NEGT Chapter 11 Opinion Allowing but Reducing Tax Indemnity Claims FSB 225

Opinion of MIRMA Bankruptcy Court on Lease Characterization Issue, 327 B.R. 262 (2005) FSB 226

ATTALA OWNER ENTITIES' EXEC. SUMMARY ON DEBTORS' OBJECTIONS TO TAX INDEMNITY CLAIMS FSB 227

APPENDIX OF AFFIDAVITS IN SUPPORT OF LESSOR DEFENDANTS’ RESPONSE TO MIRMA’s MOTION (FSB 243) FSB 228

Excerpts from NEGT Disclosure Statement (Atalla) FSB 229

Mirant Disclosure Statement Excerpts on MIRMA Leases FSB 230

Edison Mission Energy Powerton-Joliet (“PoJo”) Lease Settlement FSB 231

Opinion and Order Motion to Dismiss MIRMA Chapter 11 FSB 232

USGen Bear Swamp Tax Indemnity Agreement FSB 233

AES Eastern Debtor Proposed Lease Settlement FSB 234

AES Eastern Final Lease Settlement FSB 235

AES Eastern Declaration in Support of FSB 234 FSB 236

Debtors Response to FSB 227 FSB 237

NEGT Motion to Consolidate Atalla Entitles with NEGT FSB 238

Mirant Letter to SEC on its operating lease treatment of MIRMA Leases, 03/22/05 FSB 239

USGen New England Lease Debt Offering Circular FSB 240

EME Homer City: Consent Solicitation for 2001 Conversion of an Existing Project Financing into a Leveraged Lease FSB 241

TMT Case Study: 2005 Tower True Lease Transaction Between Sprint Nextel (Lessor) and Global Signal (Lessee) with 100% Prepaid Rent

FSB 242

MIRMA: Lessors’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON COMPLAINT FOR DECLARATORY JUDGMENTS RELATING TO MIRMA Leases

FSB 243

MIRMA: LESSOR DEFENDANTS’ RESPONSE TO PLAINTIFFS’ MOTION FOR PARTIAL SUMMARY JUDGMENT (FSB 243 FSB 244

MIRMA: AMENDED COMPLAINT FOR DECLARATORY JUDGMENTS RELATING TO MIRMA AGREEMENTS AND FOR RELATED RELIEF

FSB 245

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EME Homer City Funding Disclosure Statement FSB 246

Mirant/MIRMA Disclosure Statement FSB 247

Lessor Accounting Overview (Power Plant Example) FSB 248

American Air Lines: Debtor’s Reply Brief on TIA claims FSB 249

American Air Lines: Response of Various Claimants to Debtor’s Tax Indemnity Agreement Claim Objections FSB 250

DEMONSTRATIVE EXHIBITS TO BE USED AT TIA HEARING: AFFIDAVIT OF TIMOTHY C. GLENN IN SUPPORT OF RESPONSE OF DFO PARTNERSHIP TO TIA/SLV OBJECTION 1: OBJECTION BY DELTA AIR LINES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

FSB 251

KMART Bankruptcy Court Order, 362 B.R. 361, February 14, 2007 (affirmed by District Court, FSB Item 253) FSB 252

District Court affirmance of FSB 252 FSB 253

BRIEF OF APPELLANTS PHILIP MORRIS CAPITAL CORPORATION AND HNB INVESTMENT CORP. FSB 254

Kmart—Designation of Record on Appeal FSB 255

KMART Schematic Representation of the Structured Finance Transaction FSB 256

KMART Appellants' Trial Exhibit 137 FSB 257

In re NORTHWEST AIRLINES CORPORATION, et al., Reorganized Debtors. 393 B.R. 337 (2008) FSB 258

NRG’s GENON LEASE NUANCES: Where do the Pass Through Certificates and the Leases Fit into The Picture? Conference Call Hosted by UBS Investment Research, Monday, June 13 at 8:30 a.m. (EST)

FSB 259

Transcript and Related Material for FSB 259 “GenOn: Devil is in the Lease Details,” June 20 2016 FSB 260

NORTHWEST AIRLINES: RESPONSE BY BNY CAPITAL RESOURCES CORPORATION, BNY ITC LEASING CORPORATION AND THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY IN OPPOSITION TO REORGANIZED DEBTORS’ FORTY-FIRST OMNIBUS OBJECTION TO CLAIMS, 1/7/08

FSB 261

[reserved] FSB 262

IN RE IONOSPHERE CLUBS, INC. 262 B.R. 604 (2001), MEMO. DECISION RE: TAX BENEFIT TRANSFER AGREEMENTS FSB 263

HORSEHEAD INDUSTRIES: lease in question is a true lease, not a financing (unpublished),9/24/03, Judge Bernstein FSB 264

Mirant Bankruptcy: true lease determination for agreement asserted to be a financing (2004 opinion) FSB 265

Mirant Bankruptcy: true lease determination for agreement asserted to be a financing (2005 opinion), Case 04-04073-dml Doc 80 Filed 11/22/05

FSB 266

Mirant: Brief related to FSB 266 citing 2005 7th Circuit that is Item 1 in FSB 15, FSB 267

Mirant: LESSORS’ MEMO. IN SUPPORT OF THEIR MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFFS’ RECHARACTERIZATION CLAIM

FSB 268

Pocahontas Mining LLC v. Jewell Ridge Coal Corp., 263 Va. 169, 173, 556 S.E.2d 769 (2002). FSB 269 Law O

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VERIFIED [AMENED] APPLICATION OF LOUISVILLE GAS AND ELECTRIC COMPANY AND KENTUCKY UTILITIES COMPANY REGARDING ENTRANCE INTO REFINED COAL AGREEMENTS…, CASE NO.2015-00264, KENTUCKY PUBLIC SERVICE COMMISSION, filed October 30, 2015

FSB 270

Staff Memorandum with respect to FSB 270 (utility presentation to staff attached)) FSB 271

Representative draft of Operation Agreement submitted as part of FSB 270 FSB 272

Franklin Mills Associates, L.P. v. Nationwide Life Insurance Co., Memorandum Decision (unreported), 12/12/11 FSB 273

Mirant: RESPONSE OF DEBTOR TO LESSORS’ MOTION [FSB 268] FSB 274

Mirant: AFFIDAVIT OF LISA JOHNSON IN SUPPORT of FSB 274, Case 04-04283-dml Doc 148 Filed 03/18/05 FSB 275

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