Summary of the Exchange Offer

The Exchange Offer; Exchange Certificates		We are offering to exchange the Exchange Certificates for the Original Certificates to satisfy our obligations under the registration rights agreement we entered into when the Original Certificates were issued and sold. The Exchange Certificates will have been registered under the Securities Act and are of a like principal amount and like tenor of the Original Certificates. The Exchange Certificates will

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		represent the same fractional undivided interest in the Pass Through Trust as the Original Certificates they are replacing and will not represent interests in or obligations of us, FGCO or any other affiliate of FirstEnergy.

		Certificateholders that validly tender their Original Certificates and do not validly withdraw such tender before the expiration date will have the benefit of this exchange offer. Original Certificates may be exchanged for Exchange Certificates only in minimum denominations of $1,000 and integral multiples thereof. In order to exchange your Original Certificates, you must validly tender them before the expiration date of this exchange offer.

Expiration Date		5:00 p.m., New York City time, on         , 2007, unless extended by us in our sole discretion. If extended, the term ‘‘expiration date’’ as used in this prospectus will mean the latest date and time to which this exchange offer is extended. We will accept for exchange any and all Original Certificates which are validly tendered and not validly withdrawn before 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer		This exchange offer is subject to certain customary conditions, some of which we may waive. See ‘‘The Exchange Offer—Conditions to the Exchange Offer.’’

Consequences of Failure to Exchange Your Original Certificates		If you fail to validly tender your Original Certificates for Exchange Certificates in accordance with the terms of this exchange offer, or withdraw your tender, your Original Certificates will continue to be subject to transfer restrictions. If you are eligible to participate in this exchange offer and you fail to validly tender your Original Certificates, or withdraw your tender, you will not have any further rights under the registration rights agreement, including the right to require us to register your Original Certificates, but your Original Certificates will remain outstanding and continue to accrue interest. See ‘‘The Exchange Offer—Consequences of Failure to Exchange.’’

		Because we anticipate that most holders of Original Certificates will elect to exchange their Original Certificates, we expect that the liquidity of the market, if any, for any Original Certificates remaining after the completion of this exchange offer will be substantially limited.

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Procedures for Tendering Original Certificates		If you are a holder of Original Certificates who wishes to accept this exchange offer you must:

		•	complete, sign and date the accompanying letter of transmittal in accordance with the instructions contained in the letter of transmittal; and

		•	mail or otherwise deliver the letter of transmittal together with the Original Certificates and any other required documentation to the exchange agent at the address set forth in this prospectus.

		However, if you hold Original Certificates through DTC, and wish to accept this exchange offer, you must arrange for DTC to transmit required information to the exchange agent in connection with a book-entry transfer. See ‘‘The Exchange Offer—Procedures for Tendering Original Certificates.’’

		By tendering your Original Certificates in either of these manners, you will be making a number of important representations to us, as described under ‘‘The Exchange Offer—Resale of Exchange Certificates,’’ including that you do not intend to participate in a distribution of the Exchange Certificates.

		Please do not send your letter of transmittal or certificates representing your Original Certificates to us. Those documents should be sent only to the exchange agent identified below. Questions regarding how to tender Original Certificates and requests for information should be directed to the exchange agent. See ‘‘The Exchange Offer—Exchange Agent.’’

Guaranteed Delivery Procedures		If you wish to tender your Original Certificates and your Original Certificates are not immediately available or you cannot deliver your Original Certificates, the letter of transmittal or any other documents required by the letter of transmittal to be delivered to the exchange agent, or you are unable to comply with the procedures for book-entry transfer prior to the expiration of this exchange offer, you must tender your Original Certificates according to the guaranteed delivery procedures set forth in ‘‘The Exchange Offer—Procedures for Tendering Original Certificates—Guaranteed Delivery’’ in order to participate in this exchange offer.

Special Procedures for Beneficial Owners		If your Original Certificates are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Certificates, we urge you to contact that person promptly and instruct

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		the registered holder to tender your Original Certificates on your behalf.

		If your Original Certificates are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Certificates on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Certificates to the exchange agent, either make appropriate arrangements to register ownership of the Original Certificates in your name or obtain a properly completed certificate power from the registered holder. Please note that the transfer of registered ownership may take considerable time.

Withdrawal Rights		You may validly withdraw the tender of your Original Certificates at any time prior to 5:00 p.m., New York City time, on the expiration date. See ‘‘The Exchange Offer— Withdrawal Rights.’’

Acceptance of Original Certificates and Delivery of Exchange Certificates		We will accept for exchange any and all Original Certificates which are validly tendered and not withdrawn in accordance with the terms and conditions of this exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The Exchange Certificates issued pursuant to this exchange offer will be delivered on the earliest practicable date following the exchange date. See ‘‘The Exchange Offer—Terms of the Exchange Offer.’’

Resales of Exchange Certificates		We believe that you will be able to offer for resale, resell or otherwise transfer Exchange Certificates issued in this exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

		•	you are acquiring the Exchange Certificates in the ordinary course of your business;

		•	you have no arrangement or understanding with any person to participate in a distribution of the Exchange Certificates;

		•	you are not an affiliate of ours; and

		•	if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of Exchange Certificates.

		In addition, each participating broker-dealer that receives Exchange Certificates for its own account in exchange for Original Certificates which were acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in

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		connection with any resale of the Exchange Certificates. A broker-dealer may use this prospectus for an offer to sell, resell or otherwise transfer Exchange Certificates. See ‘‘Plan of Distribution.’’

		Our belief is based on interpretations by the staff of the SEC set forth in several no-action letters issued to third parties. The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot be sure that the staff of the SEC would make a similar determination with respect to this exchange offer. See ‘‘The Exchange Offer—Resale of Exchange Certificates.’’

		If our belief is not accurate and you transfer an Exchange Certificate without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from those requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, such liability.

Certain U.S. Federal Income Tax Considerations		We believe that the exchange of Original Certificates for Exchange Certificates pursuant to this exchange offer will not be a taxable event for United States federal income tax purposes. See ‘‘Material U.S. Federal Income Tax Consequences.’’

Use of Proceeds		We will not receive any cash proceeds from the issuance of the Exchange Certificates. We will pay all expenses incident to the exchange offer. See ‘‘Use of Proceeds.’’

Exchange Agent		The Bank of New York Trust Company, N.A. is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed in under ‘‘The Exchange Offer—Exchange Agent’’ below.

Registration Rights Agreement		The registration rights agreement by and among us, the Pass Through Trustee, FGCO and the initial purchasers of the Original Certificates obligates us to provide you the opportunity to exchange your Original Certificates for Exchange Certificates with substantially identical terms. This exchange offer satisfies that obligation. After this exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your Original Certificates. However, under the circumstances described in the registration rights agreement, you may require us to file a shelf registration statement under the Securities Act. See ‘‘The Exchange Offer—Purpose of the Exchange Offer’’ and ‘‘The Exchange Offer —Consequences of Failure to Exchange.’’

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Summary of the Exchange Certificates

Securities Offered		$1,135,300,000 aggregate principal amount of 6.85% Exchange Certificates due 2034.

Source of Payment		Distributions on the Exchange Certificates will be made by the Pass Through Trustee from payments received from each Lessor on its respective Lessor Note. The Lessee’s obligation to pay Basic Rent to each Lessor under the Leases provides the source of payment for the Lessor Notes. The schedule for the payment by the Lessee of Basic Rent and the payment schedules of the Lessor Notes and the distributions on the Exchange Certificates are structured to coincide as to dates and amounts. Amounts of Basic Rent scheduled to be paid under the Leases will be sufficient to pay in full when due all scheduled payments of principal of, and interest on, the Lessor Notes (and, accordingly, to make scheduled distribution payments on the Exchange Certificates).

Interest on Lessor Notes		Interest on the Lessor Notes accrues at a rate of 6.85% per year. Interest is calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Lessor Notes is payable semi-annually in arrears on June 1 and December 1 of each year commencing December 1, 2007.

Principal Payments on Lessor Notes		Principal payments will be made on the Lessor Notes on June 1 and December 1 in certain years, commencing on June 1, 2009.

Maturity Date		The Lessor Notes will mature on June 1, 2034, the date on which the final distribution on the Exchange Certificates is scheduled.

Distributions		The Pass Through Trustee, as holder of the Lessor Notes, will distribute to the holders of the Exchange Certificates a pro rata share of amounts received by the Pass Through Trustee, including amounts received as described above under ‘‘—Interest on Lessor Notes’’ and ‘‘—Principal Payments on Lessor Notes’’ and below under ‘‘—Mandatory Redemption with Premium’’ and ‘‘—Mandatory Redemption without Premium.’’

Initial Average Life		The initial average life of the Original Certificates is 15.0 years as measured from the Closing Date.

Listing		The Exchange Certificates will not be listed on any stock exchange or quotation system. The Exchange Certificates are a new issue for which there is currently no public market and no assurance can be given as to the liquidity of or trading market for the Exchange Certificates.

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Ratings		The Original Certificates were rated at Baa2 by Moody’s and BBB by S&P. A rating is not a recommendation to purchase, hold or sell Exchange Certificates. A rating does not address market price or suitability for a particular investor. There can be no assurance that such ratings will not be lowered, suspended or withdrawn by a rating agency at any time.

Mandatory Redemption with Premium		A Lessor Note shall be redeemed, in whole but not in part, at par plus accrued and unpaid interest, if any, to the date of redemption, plus a Make-Whole Amount, on the earliest to occur of certain specified events under each Lease:

		•	if the obligations represented by such Lessor Note are refinanced in whole but not in part pursuant to the applicable Participation Agreement;

		•	if the applicable Lease is terminated pursuant to a Burdensome Termination; and

		•	if the applicable Lease is terminated as a result of an Owner Breach Termination.

		‘‘Make-Whole Amount’’ means, for each Lessor Note, any excess of (a) the present value of the remaining scheduled payments of principal and interest to maturity of such Lessor Note discounted on a semiannual basis on each payment date under the related Lease Indenture (assuming a 360-day year of twelve 30-day months) using a discount rate equal to the Treasury Yield plus 0.35% over (b) the outstanding principal amount of such Lessor Note plus accrued interest to the date of determination (the third Business Day prior to the applicable payment or redemption date).

Mandatory Redemption without Premium		A Lessor Note shall be redeemed, in whole but not in part, at par, together with accrued and unpaid interest, if any, to the date of redemption, but without any Make-Whole Amount or other premium, on the applicable Termination Date if the applicable Lease is terminated as a result of the occurrence of an Event of Loss.

Optional Redemption		The equity investor in each Lessor may agree to a request from the Lessee for refinancing of the Lessor Notes so long as such refinancing is in accordance with the terms of the operative documents. Upon such a refinancing, the corresponding Lessor Note shall be redeemed, in whole but not in part, at par plus accrued and unpaid interest, if any, to the date of redemption, plus a Make-Whole Amount, as defined above under ‘‘—Mandatory Redemption with Premium.’’

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Site Lease and Site Sublease		The Facility Site has been leased by the Lessee to each Lessor for the full estimated useful life of the Undivided Interest pursuant to the Site Lease and subleased by each Lessor to the Lessee for a term equal to that of the Site Lease.

No Cross-Collateralization of Lessor Notes		A Lessor Note issued in one lease transaction is not cross-collateralized with the Lessor Note issued under any other Lease transaction. As a result, an event of default under one Lease may not necessarily trigger an event of default under any other Lease.

No Cross-Default Provisions		A Lessor Note issued in one Lease transaction will not cross-default to the Lessor Notes issued under any other lease transaction. As a result, a Lease Event of Default under one Lease or an Indenture Event of Default under one Lease Indenture may not necessarily trigger a Lease Event of Default under any other Lease or an Indenture Event of Default under any other Lease Indenture.

Form, Denomination and Registration of Certificates		The Exchange Certificates will be issued in fully-registered form without coupons represented by one or more fully registered global certificates. Each global certificate will be deposited with, or on behalf of, DTC and registered in the name of Cede & Co., its nominee. Beneficial interests in the Exchange Certificates will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, including Euroclear and Clearstream, Luxembourg. Investors may elect to hold interests in the Exchange Certificates through DTC or through either Euroclear or Clearstream, Luxembourg, if they are participants in those systems, or indirectly through organizations that are participants in those systems.

		The Exchange Certificates will be issued in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

ERISA Considerations		Each person acquiring or holding an Exchange Certificate will be deemed to have made certain representations, warranties and covenants. See ‘‘Certain ERISA Considerations.’’ Each fiduciary of an ‘‘employee benefit plan’’ within the meaning of Section 3(3) of ERISA, whether or not subject to Title I of ERISA or a ‘‘plan’’ described in Section 4975 of the Internal Revenue Code of 1986, as amended, should consult with its legal advisor concerning the Exchange Certificates.

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Taxation		If the Pass Through Trust is operated in accordance with the Pass Through Trust Agreement, the Pass Through Trust should not be subject to U.S. federal income tax. Each registered holder of Exchange Certificates should report on its U.S. federal income tax return its pro rata share of the income from the Lessor Notes and the other property held by the Pass Through Trust, in accordance with the holder’s method of accounting. See ‘‘Certain U.S. Federal Income Tax Considerations.’’

Exchange Offer; Registration Rights		We and the Lessee have agreed to consummate an exchange offer pursuant to an effective registration statement filed with the SEC to allow holders of Original Certificates to exchange their Original Certificates for a new issue of substantially identical Exchange Certificates registered under the Securities Act. In addition, we and the Lessee have agreed to file under certain circumstances a shelf registration statement to cover resales of the Original Certificates. FES and the Lessee have agreed to use their reasonable best efforts, subject to applicable law, to file a registration statement within 210 calendar days following the Closing Date and to consummate the exchange offer within 270 calendar days following the Closing Date. If the exchange offer is not consummated, or a shelf registration statement is not declared effective within 270 calendar days of the Closing Date, the interest rate on the Lessor Notes will be increased by 0.25% until the exchange offer is consummated or the shelf registration statement is declared effective. Such accrued additional interest will be available for distribution by the Pass Through Trustee to the holders of the Exchange Certificates on each Scheduled Distribution Date until the exchange offer is consummated or the shelf registration statement relating to the resale of the Original Certificates is declared effective by the SEC or otherwise becomes effective under the Securities Act.

Risk Factors		You should carefully read and consider, in addition to the matters set forth elsewhere in this prospectus, the information in the ‘‘Risk Factors’’ section beginning on page 123.

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STRUCTURE OF THE LEASE TRANSACTIONS

The following diagram illustrates the leveraged lease structure for each of the six Lessors. The Pass Through Trust owns and receives payments of debt service and other amounts on the Lessor Notes of all six Lessors. Please note that the Site Lease and Site Sublease of the Facility Site and certain agreements relating to each of the six lease transactions are not included in the below diagram.

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THE EXCHANGE OFFER

General

We are offering to exchange up to $1,135,300,000 in aggregate principal amount of Exchange Certificates for a like aggregate principal amount of Original Certificates, properly tendered and not validly withdrawn before the expiration date. Unlike the Original Certificates, the Exchange Certificates will be registered under the Securities Act. We are making this exchange offer for all of the Original Certificates. Your participation in this exchange offer is voluntary, and you should carefully consider whether to accept this offer.

On the date of this prospectus, $1,135,300,000 in aggregate principal amount of Original Certificates are outstanding. Our obligations to accept Original Certificates for Exchange Certificates pursuant to this exchange offer are limited by the conditions listed below under ‘‘—Conditions to the Exchange Offer.’’ We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose of the Exchange Offer

On July 13, 2007, we completed the offering of $1,135,300,000 in aggregate principal amount of 6.85% Certificates due 2034 of the Pass Through Trust in a transaction not requiring registration with the SEC under the Securities Act.

Because the transactions were exempt from registration under the Securities Act, a holder may reoffer, resell or otherwise transfer Original Certificates only if the Original Certificates are registered under the Securities Act or if an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available.

In connection with the issuance and sale of the Original Certificates, we, the Pass Through Trustee and FGCO entered into a registration rights agreement with the initial purchasers of the Original Certificates. In that agreement, we and FGCO agreed for the benefit of the holders of the Original Certificates to prepare and, as soon as practicable following the Closing Date, file with the SEC, and use our reasonable best efforts to cause to be declared effective within 210 calendar days following the Closing Date, a registration statement relating to an offer to exchange the Original Certificates for SEC-registered Exchange Certificates. In that agreement, we and FGCO also agreed for the benefit of the holders of the Original Certificates to use our reasonable best efforts to keep the registration statement effective until the consummation of the exchange offer and to cause the exchange offer to be consummated within 270 calendar days following the Closing Date. In addition, there are circumstances under which we are required to file a shelf registration statement with respect to resales of the Original Certificates. If the exchange offer is not consummated, or a shelf registration statement is not declared effective, within 270 calendar days of the Closing Date, the interest rate on the Lessor Notes will be increased by 0.25% under the registration rights agreement for distribution by the Pass Through Trustee to the holders of the Original Certificates on each scheduled distribution date for such Original Certificates until the exchange offer is consummated or the shelf registration statement is declared effective by the SEC or otherwise becomes effective under the Securities Act. We have filed a copy of the registration rights agreement as an exhibit to the registration statement on Form S-4 with respect to the Exchange Certificates offered by this prospectus.

We and FGCO are making this exchange offer to satisfy our obligations under the registration rights agreement. Holders of Original Certificates who do not tender their Original Certificates or whose Original Certificates are tendered but not accepted will have to rely on an applicable exemption from registration requirements under the Securities Act and applicable state securities laws in order to sell their Original Certificates.

The Exchange Certificates will be issued in a like principal amount and will be identical in all material respects to the Original Certificates, except that the Exchange Certificates will be registered under the Securities Act, will be issued without a restrictive legend, will bear different CUSIP numbers and will not be entitled to the rights of holders of Original Certificates under the registration

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rights agreement, including any rights to distributions in respect of additional interest on the Lessor Notes. Consequently, the Exchange Certificates, unlike the Original Certificates, may be resold by a holder without any restrictions on their transfer under the Securities Act.

Resale of Exchange Certificates

We have not requested, and do not intend to request, an interpretation by the staff of the SEC as to whether the Exchange Certificates issued pursuant to this exchange offer in exchange for the Original Certificates may be offered for sale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. Instead, based on existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the Exchange Certificates to be issued pursuant to this exchange offer in exchange for Original Certificates may be offered for resale, resold and otherwise transferred by any holder of Exchange Certificates (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, any purchaser of the Original Certificates who is an affiliate of ours or who intends to participate in this exchange offer for the purpose of distributing the Exchange Certificates, or any broker-dealer who purchased the Original Certificates from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (1) will not be able to rely on the interpretations of the staff of the SEC set forth in the above-mentioned no-action letters, (2) will not be entitled to tender its Original Certificates in this exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Original Certificates unless such sale or transfer is made pursuant to an exemption from such requirements. Because the SEC has not considered our exchange offer in the context of a no-action letter, we cannot assure you that the staff would make a similar determination with respect to this exchange offer.

If you participate in this exchange offer, you must represent to us, among other things, that:

	(1)	any Exchange Certificates you receive will be acquired in the ordinary course of business;

	(2)	you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Certificates;

(3)    you are not an ‘‘affiliate’’ (as defined in Rule 405 of the Securities Act) of ours;

	(4)	if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution (within the meaning of the Securities Act) of the Exchange Certificates; and

	(5)	if you are a participating broker-dealer that will receive Exchange Certificates for your own account in exchange for Original Certificates that were acquired as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Certificates.

Any holder that is not able to make these representations or certain similar representations will not be entitled to participate in this exchange offer and, therefore, will not be permitted to exchange its Original Certificates for Exchange Certificates.

This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Original Certificates in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any Original Certificates validly tendered and not withdrawn before expiration of this exchange offer. The date of acceptance for exchange of the Original Certificates and completion of this exchange offer is the exchange date, which will be the first business

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day following the expiration date unless we extend the date as described in this prospectus. The Original Certificates may be tendered only in integral multiples of $1,000. We will issue $1,000 principal amount of Exchange Certificates in exchange for each $1,000 principal amount of Original Certificates surrendered under this exchange offer. The Exchange Certificates will be delivered on the earliest practicable date following the exchange date.

The form and terms of the Exchange Certificates will be substantially identical to the form and terms of the Original Certificates, except the Exchange Certificates:

	(1)	will be registered under the Securities Act;

	(2)	will not bear legends restricting their transfer;

	(3)	will bear different CUSIP numbers; and

	(4)	will not be entitled to the rights of holders of Original Certificates under the registration rights agreement, including any rights to distributions in respect of additional interest on the Lessor Notes.

The Exchange Certificates will represent the same fractional undivided interest in the Pass Through Trust as the Original Certificates they are replacing. The Exchange Certificates will be issued under and entitled to the benefits of the Pass Through Trust Agreement, as described below, under which the Original Certificates were issued.

This exchange offer is not conditioned upon any minimum aggregate principal amount of Original Certificates being tendered for exchange. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding Original Certificates. There will be no fixed record date for determining registered holders of Original Certificates entitled to participate in this exchange offer.

We intend to conduct this exchange offer in accordance with the applicable requirements of the Securities Act, Exchange Act and rules and regulations of the SEC. Original Certificates that are not exchanged in this exchange offer will remain outstanding and continue to be entitled to the rights and benefits their holders have under the Pass Through Trust Agreement relating to the Original Certificates and Exchange Certificates, including in respect of distributions of amounts paid on the Lessor Notes held by the Pass Through Trustee. Holders of Original Certificates do not have any appraisal or dissenters rights under the Pass Through Trust Agreement in connection with this exchange offer.

We will be deemed to have accepted for exchange validly tendered Original Certificates when we have given oral (promptly confirmed in writing) or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the holders of Original Certificates who surrender them in this exchange offer for the purposes of receiving Exchange Certificates from us and delivering Exchange Certificates to their holders. The exchange agent will make the exchange as promptly as practicable on or after the date of acceptance for exchange of Original Certificates. We expressly reserve the right to amend or terminate this exchange offer and not to accept for exchange any Original Certificates not previously accepted for exchange, upon the occurrence of any of the conditions specified below under ‘‘—Conditions to the Exchange Offer.’’

Holders who tender Original Certificates in this exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Original Certificates. We will pay all charges and expenses, other than applicable taxes described below, in connection with this exchange offer. It is important that you read ‘‘—Solicitation of Tenders; Fees and Expenses’’ and ‘‘—Transfer Taxes’’ below for more details regarding fees and expenses incurred in this exchange offer.

Any Original Certificates not tendered for exchange will be entitled to the benefits of the Pass Through Trust Agreement. If any tendered Original Certificates are not accepted for exchange because of an invalid tender or the occurrence of certain other events, such Original Certificates will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date.

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Expiration Date; Extension; Termination; Amendment

This exchange offer will expire at 5:00 p.m., New York City time, on                    , 2007, unless we have extended the period of time that this exchange offer is open. The expiration date will be at least 20 business days after the date we mail notice of this exchange offer to DTC.

We reserve the right to extend the period of time that this exchange offer is open, and delay acceptance for exchange of any Original Certificates, by giving oral (promptly confirmed in writing) or written notice to the exchange agent and by timely public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. During any extension, all Original Certificates previously tendered will remain subject to this exchange offer unless validly withdrawn.

We also reserve the right, in our sole discretion, to:

	(1)	end or amend this exchange offer and not to accept for exchange any Original Certificates not previously accepted for exchange upon the occurrence of any of the events specified below under ‘‘—Conditions to the Exchange Offer’’ that have not been waived by us; and

	(2)	amend the terms of this exchange offer in any manner.

If any termination or amendment occurs, we will notify the exchange agent and will either issue a press release or give oral or written notice to holders of Original Certificates as promptly as practicable.

Exchange Certificates will only be issued after the exchange agent timely receives (1) a properly completed and duly executed letter of transmittal (or facsimile thereof or an agent’s message (as hereinafter defined) in lieu thereof) and (2) all other required documents. However, we reserve the absolute right to waive any defects or irregularities in the tender or conditions of this exchange offer.

Original Certificates that are not accepted for exchange, and those Original Certificates submitted for a greater principal amount than the tendering holder desires to exchange, will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date.

Procedures For Tendering Original Certificates

Valid Tender

Except as set forth below, in order for Original Certificates to be validly tendered pursuant to this exchange offer, either (1) (a) a properly completed and duly executed letter of transmittal (or facsimile thereof) or an electronic message agreeing to be bound by the letter of transmittal properly transmitted through DTC’s Automated Tender Offer Program, or ATOP, for a book-entry transfer, with any required signature guarantees and any other required documents, must be received by the exchange agent at the address or the facsimile number set forth under ‘‘—Exchange Agent’’ on or prior to the expiration date and (b) tendered Original Certificates must be received by the exchange agent, or such Original Certificates must be tendered pursuant to the procedures for book-entry transfer set forth below and a book-entry confirmation must be received by the exchange agent, in each case on or prior to the expiration date, or (2) the guaranteed delivery procedures set forth below must be complied with. To receive confirmation of valid tender of Original Certificates, a holder should contact the exchange agent at the telephone number listed under ‘‘—Exchange Agent.’’

If less than all of the Original Certificates are tendered, a tendering holder should fill in the amount of Original Certificates being tendered in the appropriate box on the letter of transmittal. The entire amount of Original Certificates delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

If any letter of transmittal, endorsement, certificate power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing. Unless waived by us, evidence satisfactory to us of such person’s authority to so act also must be submitted.

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Any beneficial owner of Original Certificates that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee is urged to contact such entity promptly if such beneficial holder wishes to participate in this exchange offer.

The method of delivering Original Certificates, the letter of transmittal and all other required documents is at the option and sole risk of the tendering holder. Delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery and proper insurance should be obtained. No Original Certificate, letter of transmittal or other required document should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect these transactions for them.

Book-Entry Transfer

The exchange agent has established an account with respect to the Original Certificates at DTC for purposes of this exchange offer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may utilize DTC’s ATOP procedures to tender Original Certificates. Any participant in DTC may make book-entry delivery of Original Certificates by causing DTC to transfer the Original Certificates into the exchange agent’s account in accordance with DTC’s ATOP procedures for transfer.

However, the exchange for the Original Certificates so tendered will be made only after a book-entry confirmation of such book-entry transfer of Original Certificates into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term ‘‘agent’s message’’ means a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a participant tendering Original Certificates that are the subject of the book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant.

Delivery of Documents to DTC Does Not Constitute Delivery to the Exchange Agent.

Signature Guarantees

Certificates for Original Certificates need not be endorsed and signature guarantees on a letter of transmittal or a notice of withdrawal, as the case may be, are unnecessary unless (1) a certificate for Original Certificates is registered in a name other than that of the person surrendering the certificate or (2) a registered holder completes the box entitled ‘‘Special Issuance Instructions’’ or ‘‘Special Delivery Instructions’’ in the letter of transmittal. In the case of (1) or (2) above, such certificates for Original Certificates must be duly endorsed or accompanied by a properly executed certificate power, with the endorsement or signature on the certificate power and on the letter of transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an ‘‘eligible guarantor institution,’’ including (as such terms are defined therein) (i) a bank, (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency or (v) a savings association that is a participant in a Securities Transfer Association (each an ‘‘Eligible Institution’’), unless an Original Certificate is surrendered for the account of an Eligible Institution. See Instruction 2 to the letter of transmittal.

Guaranteed Delivery

If a holder desires to tender Original Certificates pursuant to this exchange offer and the certificates for such Original Certificates are not immediately available or time will not permit all required documents to reach the exchange agent before the expiration date, or the procedures for

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book-entry transfer cannot be completed on a timely basis, such Original Certificates may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

	(1)	such tenders are made by or through an Eligible Institution;

	(2)	prior to the expiration date, the exchange agent receives from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form accompanying the letter of transmittal, or an electronic message through ATOP with respect to guaranteed delivery for book-entry transfers, setting forth the name and address of the holder of Original Certificates and the amount of Original Certificates tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, or transmission of such electronic message through ATOP for book-entry transfers, the certificates for all physically tendered Original Certificates, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and

	(3)	the certificates (or book-entry confirmation) representing all tendered Original Certificates, in proper form for transfer, together with a properly completed and duly executed letter of transmittal with any required signature guarantees (or a facsimile thereof), or a properly transmitted electronic message through ATOP in the case of book-entry transfers, and any other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery or transmission of such electronic message through ATOP with respect to guaranteed delivery for book-entry transfers.

Determination of Validity

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered Original Certificates. Our determination will be final and binding. We reserve the absolute right to reject any Original Certificates not properly tendered or any Original Certificates the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Original Certificates. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of Original Certificates must be cured within the time that we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Original Certificates, neither we, the exchange agent nor any other person will incur any liability for failure to give notification. Tenders of Original Certificates will not be deemed made until those defects or irregularities have been cured or waived. Any Original Certificates received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer.

Withdrawal Rights

You may withdraw your tender of Original Certificates at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the exchange agent must receive a computer generated notice of withdrawal, transmitted by DTC on behalf of the holder in accordance with the standard operating procedure of DTC or a written notice of withdrawal, sent by facsimile transmission, receipt confirmed by telephone, or letter, before the expiration date.

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Any notice of withdrawal must:

	(1)	specify the name of the person that tendered the Original Certificates to be withdrawn;

	(2)	identify the Original Certificates to be withdrawn, including the certificate number or numbers (if in certificated form) and principal amount of such Original Certificates;

	(3)	include a statement that the holder is withdrawing its election to have the Original Certificates exchanged;

	(4)	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Original Certificates were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the Pass Through Trustee under the Pass Through Trust Agreement register the transfer of the Original Certificates into the name of the person withdrawing the tender; and

	(5)	specify the name in which any of the Original Certificates are to be registered, if different from that of the person that tendered the Original Certificates.

The exchange agent will return the properly withdrawn Original Certificates promptly following receipt of a notice of withdrawal. If Original Certificates have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Certificates or otherwise comply with DTC’s procedures.

Any Original Certificates withdrawn will not have been validly tendered for exchange for purposes of this exchange offer. Any Original Certificates that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. In the case of Original Certificates tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to its book-entry transfer procedures, the Original Certificates will be credited to an account with DTC specified by the holder, as soon as practicable after withdrawal, rejection of tender or termination of this exchange offer. Properly withdrawn Original Certificates may be retendered by following one of the procedures described under ‘‘—Procedures for Tendering Original Certificates’’ above at any time on or before the expiration date.

Acceptance of Original Certificates for Exchange; Delivery of Exchange Certificates

Upon satisfaction or waiver of all of the conditions to this exchange offer, we will accept, promptly after the exchange date, all Original Certificates validly tendered and will issue the Exchange Certificates promptly after the acceptance. Please refer to the section in this prospectus entitled ‘‘—Conditions to the Exchange Offer’’ below. For purposes of this exchange offer, we will be deemed to have accepted validly tendered Original Certificates for exchange when we give notice of acceptance to the exchange agent.

For each Original Certificate accepted for exchange, the holder of the Original Certificate will receive an Exchange Certificate having a principal amount equal to that of the surrendered Original Certificate.

In all cases, delivery of Exchange Certificates in exchange for Original Certificates tendered and accepted for exchange pursuant to this exchange offer will be made only after timely receipt by the exchange agent of:

	(1)	Original Certificates or a book-entry confirmation of a book-entry transfer of Original Certificates into the exchange agent’s account at DTC;

	(2)	a properly completed and duly executed letter of transmittal or an electronic message agreeing to be bound by the letter of transmittal properly transmitted through ATOP with any required signature guarantees; and

	(3)	any other documents required by the letter of transmittal.

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Accordingly, the delivery of Exchange Certificates might not be made to all tendering holders at the same time and will depend upon when Original Certificates, book-entry confirmations with respect to Original Certificates and other required documents are received by the exchange agent.

Conditions to the Exchange Offer

We are required to accept for exchange, and to issue Exchange Certificates in exchange for, any Original Certificates duly tendered and not validly withdrawn pursuant to this exchange offer and in accordance with the terms of this prospectus and the accompanying letter of transmittal.

We will not be required to accept for exchange, or to issue Exchange Certificates in exchange for, any Original Certificates, if:

	(1)	this exchange offer, or the making of any exchange by a holder, would violate applicable law or any applicable interpretation of the staff of the SEC;

	(2)	the Original Certificates are not tendered in accordance with the terms of this exchange offer;

	(3)	each holder of Original Certificates exchanged in this exchange offer has not represented that all Exchange Certificates to be received by it shall be acquired in the ordinary course of its business, that it is not an affiliate of ours and that at the time of the consummation of this exchange offer it shall have no arrangement or understanding with any person to participate in any distribution (within the meaning of the Securities Act) of the Exchange Certificates and shall not have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of the registration statement of which this prospectus is a part available; or

	(4)	any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to this exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with this exchange offer.

In addition, we will not be obligated to accept for exchange the Original Certificates of any holder who has not made to us the representations described under ‘‘—Resale of Exchange Certificates’’ and ‘‘Plan of Distribution.’’

In addition, we will not accept for exchange any Original Certificates tendered, and no Exchange Certificates will be issued in exchange for those Original Certificates, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Pass Through Trust Agreement under the Trust Indenture Act of 1939. In any of those events we are required to use reasonable efforts to obtain the withdrawal of any stop order at the earliest possible time.

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Exchange Agent

We have appointed The Bank of New York Trust Company, N.A. as the exchange agent for this exchange offer. You should direct questions and requests for assistance, in each case, with respect to exchange offer procedures, requests for additional copies of this prospectus or of the letter of transmittal, requests for the notice of guaranteed delivery with respect to the exchange of the Original Certificates, as well as all executed letters of transmittal, to the exchange agent at the addresses listed below:

By Hand or Overnight Delivery: The Bank of New York 101 Barclay Street Corporate Trust Services Window Ground Level New York, New York 10286 Attention: David Mauer – Corp. Trust Ops-Reorganization Unit/Floor 7 East			By Registered or Certified Mail: The Bank of New York 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: David Mauer – Corp. Trust Ops-Reorganization Unit			By Facsimile Transmission: (Eligible Institutions Only) (212) 298-1915      To Confirm by Telephone or for Information: (212) 815-3687

Delivery to an address other than as listed above, or transmissions to a facsimile number other than as listed above, will not constitute a valid delivery.

The Bank of New York Trust Company, N.A. is the Pass Through Trustee under the Pass Through Trust Agreement governing the Original Certificates and Exchange Certificates and the indenture trustee under the Lease Indenture governing the Lessor Notes.

Solicitation of Tenders; Fees and Expenses

We will pay the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telecopier, telephone or in person by officers and employees of ours and of our affiliates.

We have not retained any dealer-manager in connection with this exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of this exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with this exchange offer.

We will pay the estimated cash expenses to be incurred in connection with this exchange offer, including the following:

	(1)	fees and expenses of the exchange agent and Pass Through Trustee;

	(2)	SEC registration fees;

	(3)	accounting and legal fees, including fees of one counsel for the holders of the Original Certificates; and

	(4)	printing and mailing expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of Original Certificates under this exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

	(1)	certificates representing Original Certificates for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Original Certificates tendered;

	(2)	Exchange Certificates are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Certificates;

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	(3)	tendered Original Certificates are registered in the name of any person other than the person signing the letter of transmittal; or

	(4)	a transfer tax is imposed for any reason other than the exchange of Original Certificates under this exchange offer.

If satisfactory evidence of payment of such transfer taxes is not submitted with the letter of transmittal, the amount of any transfer taxes will be billed to the tendering holder.

Accounting Treatment

FGCO will record the Exchange Certificates at the same carrying value as the Original Certificates for which they are exchanged, which is the aggregate principal amount of the tendered Original Certificates as reflected in our accounting records on the date this exchange offer is completed. Accordingly, we will not recognize any gain or loss for accounting purposes upon the exchange of Exchange Certificates for Original Certificates. We will amortize the expenses incurred in connection with the issuance of the Exchange Certificates over the terms of the underlying leases.

Consequences of Failure to Exchange

If you do not exchange your Original Certificates for Exchange Certificates pursuant to this exchange offer, you will continue to be subject to the restrictions on transfer of the Original Certificates as described in the legend on the Original Certificates. In general, the Original Certificates may be offered or sold only if registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Your participation in this exchange offer is voluntary, and you should carefully consider whether to participate. We urge you to consult your financial and tax advisors in making a decision whether or not to tender your Original Certificates. Please refer to the section in this prospectus entitled ‘‘Material U.S. Federal Income Tax Consequences.’’

As a result of the making of, and upon acceptance for exchange of all validly tendered Original Certificates pursuant to the terms of, this exchange offer, we will have fulfilled the covenant contained in the registration rights agreement. If you do not tender your Original Certificates in this exchange offer, you will be entitled to all of the rights and limitations applicable to the Original Certificates under the Pass Through Trust Agreement, except for any rights under the registration rights agreement that by their terms end or cease to have further effectiveness as a result of the making of this exchange offer, including the right to require us to register your Original Certificates or pay additional interest. To the extent that Original Certificates are tendered and accepted in this exchange offer, the trading market for untendered, or tendered but unaccepted, Original Certificates could be adversely affected. Please refer to the section in this prospectus entitled ‘‘Risk Factors—If you do not properly tender your Original Certificates for Exchange Certificates, you will continue to hold unregistered certificates that are subject to transfer restrictions.’’

We may in the future seek to acquire untendered Original Certificates in open market or privately negotiated transactions through subsequent exchange offers or otherwise. However, we have no present plans to acquire any Original Certificates that are not tendered in this exchange offer or to file a registration statement to permit resales of any untendered Original Certificates.

Holders of Exchange Certificates and of Original Certificates that remain outstanding after consummation of this exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage thereof have taken certain actions or exercised certain rights under the Pass Through Trust Agreement.

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