EXHIBIT
10.1
 
 EXECUTION
COPY










U.S.
$300,000,000




CREDIT
AGREEMENT




Dated
as of October 8, 2008




Among




FIRSTENERGY
GENERATION CORP.,


as
Borrower




FIRSTENERGY
CORP.




and




FIRSTENERGY
SOLUTIONS CORP.,


as
Guarantors,




THE
BANKS NAMED HEREIN,


as
Banks,




and




CREDIT
SUISSE,


as
Administrative Agent,


















(NY) 08014/507/FIRSTENERGY/CA.doc


TABLE
OF CONTENTS
 
 PageARTICLE
      I
                DEFINITIONS
      AND ACCOUNTING TERMSSECTION
              1.01
              Certain
      Defined Terms
              ··············································
              1SECTION
              1.02
              Computation of
      Time Periods
              ··············································
              14SECTION
              1.03
              Accounting
      Terms
              ··············································
              14SECTION
              1.04
              Certain
      References
              ··············································
              14ARTICLE
      II
                AMOUNTS AND
      TERMS OF THE ADVANCESSECTION
              2.01
              The
      Loans
              ··············································
              14SECTION
              2.02
              Making the
      Loans
              ··············································
              15SECTION
              2.03
              [Reserved]
              ··············································
              16SECTION
              2.04
              [Reserved]
              ··············································
              16SECTION
              2.05
              Fees
              ··············································
              16SECTION
              2.06
              Adjustment of
      the Commitments
              ··············································
              16SECTION
              2.07
              Repayment of
      Loans
              ··············································
              16SECTION
              2.08
              Interest on
      Loans
              ··············································
              16SECTION
              2.09
              Additional
      Interest on Loans
              ··············································
              17SECTION
              2.10
              Interest Rate
      Determination
              ··············································
              17SECTION
              2.11
              Conversion of
      Loans
              ··············································
              18SECTION
              2.12
              Prepayments
              ··············································
              18SECTION
              2.13
              Increased
      Costs
              ··············································
              19SECTION
              2.14
              Illegality
              ··············································
              20SECTION
              2.15
              Payments and
      Computations
              ··············································
              20SECTION
              2.16
              Taxes
              ··············································
              22SECTION
              2.17
              Sharing of
      Payments, Etc.
              ··············································
              23SECTION
              2.18
              Noteless
      Agreement; Evidence of Indebtedness
              ··············································
              23ARTICLE
      III
                CONDITIONS OF
      LENDINGSECTION
              3.01
              Conditions
      Precedent to Initial Extension of Credit
              ··············································
              24SECTION
              3.02
              Conditions
      Precedent to Each Extension of Credit
              ··············································
              26SECTION
              3.03
              Conditions
      Precedent to Conversions
              ··············································
              26ARTICLE
      IV
                REPRESENTATIONS
      AND WARRANTIESSECTION
              4.01
              Representations
      and Warranties
              ··············································
              27


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 i





PageARTICLE
      V
                COVENANTS OF
      THE LOAN PARTIESSECTION
              5.01
              Affirmative
      Covenants of the Loan Parties
              ··············································
              30SECTION
              5.02
              Debt to
      Capitalization Ratio
              ··············································
              33SECTION
              5.03
              Negative
      Covenants of the Loan Parties
              ··············································
              33ARTICLE
      VI
                EVENTS OF
      DEFAULTSECTION
              6.01
              Events of
      Default
              ··············································
              35ARTICLE
      VII
                THE
      ADMINISTRATIVE AGENTSECTION
              7.01
              Authorization
      and Action
              ··············································
              38SECTION
              7.02
              Administrative
      Agent’s Reliance, Etc.
              ··············································
              39SECTION
              7.03
              Credit Suisse
      and Affiliates
              ··············································
              39SECTION
              7.04
              Lender Credit
      Decision
              ··············································
              39SECTION
              7.05
              Indemnification
              ··············································
              40SECTION
              7.06
              Successor
      Administrative Agent
              ··············································
              40ARTICLE
      VIII
                MISCELLANEOUSSECTION
              8.01
              Amendments,
      Etc.
              ··············································
              41SECTION
              8.02
              Notices,
      Etc.
              ··············································
              41SECTION
              8.03
              Electronic
      Communications
              ··············································
              42SECTION
              8.04
              No Waiver;
      Remedies
              ··············································
              43SECTION
              8.05
              Costs and
      Expenses; Indemnification
              ··············································
              43SECTION
              8.06
              Right of
      Set-off
              ··············································
              44SECTION
              8.07
              Binding
      Effect
              ··············································
              45SECTION
              8.08
              Assignments
      and Participations
              ··············································
              45SECTION
              8.09
              Governing
      Law
              ··············································
              48SECTION
              8.10
              Consent to
      Jurisdiction; Waiver of Jury Trial
              ··············································
              49SECTION
              8.11
              Severability
              ··············································
              49SECTION
              8.12
              Entire
      Agreement
              ··············································
              49SECTION
              8.13
              Execution in
      Counterparts
              ··············································
              49SECTION
              8.14
              USA PATRIOT
      Act Notice
              ··············································
              49ARTICLE
      IX
                GUARANTEESECTION
              9.01
              Guarantee
              ··············································
              50







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SCHEDULES AND
EXHIBITS
 
 Schedule
      I
              –
              List of
      Commitments and Lending OfficesExhibit A
              –
              Form of
      NoteExhibit B
              –
              Form of Notice
      of Borrowing





(NY) 08014/507/FIRSTENERGY/CA.doc
 iii


CREDIT
AGREEMENT








CREDIT AGREEMENT, dated as of
October 8, 2008, among FIRSTENERGY GENERATION CORP., an Ohio corporation (“Borrower”),
FIRSTENERGY SOLUTIONS CORP., an Ohio corporation, and FIRSTENERGY CORP., an Ohio
corporation, as Guarantors, the banks and other financial institutions (the
“Banks”)
listed on the signature pages hereof and CREDIT SUISSE (“Credit
Suisse”), as Administrative Agent (the “Administrative
Agent”) for the Lenders hereunder.







PRELIMINARY
STATEMENTS





(1)           The
Borrower has requested that the Lenders establish a 364-day delayed-draw term
loan facility in the amount of $300,000,000 in favor of the
Borrower.




(2)           Subject
to the terms and conditions of this Agreement, the Lenders severally, to the
extent of their respective Commitments (as defined herein), are willing to
establish the requested delayed-draw term loan facility in favor of the
Borrower.




NOW, THEREFORE, in consideration of
the premises, the parties hereto agree as follows:




ARTICLE I


DEFINITIONS
AND ACCOUNTING TERMS




SECTION
1.01.  Certain
Defined Terms.




As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):




“2008 FEGC First
Mortgage Indenture” has the meaning set forth in Section
3.01(e).




“ABR
Margin” means, at any time for any Alternative Base Rate Loan, a rate per
annum equal to the greater of (a) 2.00% per annum and (b) (A) sum of (i) FE’s
1-year credit default swap mid-rate spread (as provided by the Quotation Agency)
for the one-year period beginning on the date on which the ABR Margin is set;
plus (ii) Credit
Suisse’s 1-year credit default swap mid-rate spread (as provided by the
Quotation Agency) for the one-year period beginning on the date on which the ABR
Margin is set minus (B)
1.00%.  The ABR Margin will be (i) obtained by the Administrative
Agent from the Quotation Agency’s website and (ii) set for each Alternative Base
Rate Loan on the date such Alternative Base Rate Loan is made and on a weekly
basis thereafter (or more frequently as the Administrative Agent may
require).  In the event that the ABR Margin is not available from the
Quotation Agency, the ABR Margin will be 2.00% per annum.




“Administrative
Agent” has the meaning set forth in the preamble hereto.




“Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person.




“Agency
Letter” means that certain letter agreement, dated the date hereof,
between FEGC, Credit Suisse and Credit Suisse Securities (USA) LLC.




(NY) 08014/507/FIRSTENERGY/CA.doc







“Agreement”
means this Credit Agreement, as amended, modified and supplemented from time to
time.




“Alternate Base
Rate” means, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1.00%.  If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist.  Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, as the case may be.




“Alternate Base
Rate Loan” means a Loan that bears interest as provided in
Section 2.08(a).




“Applicable
Law” means all applicable laws, statutes, treaties, rules, codes,
ordinances, regulations, permits, certificates, orders, interpretations,
licenses and permits of any Governmental Authority and judgments, decrees,
injunctions, writs, orders or like action of any court, arbitrator or other
judicial or quasi-judicial tribunal of competent jurisdiction (including those
pertaining to health, safety or the environment or otherwise).




“Applicable
Lending Office” means, with respect to each Lender, such Lender’s
Domestic Lending Office in the case of an Alternate Base Rate Loan, and such
Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate
Loan.




“Approval”
means: (i) with respect to FES, the FES FERC Order and (ii) with respect to
Borrower, the Borrower FERC Order.




“Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an Eligible Assignee, and accepted by the Administrative Agent, in
substantially the form approved from time to time by the Loan Syndications and
Trading Association or such other form as shall be acceptable to the
Administrative Agent.




“ATSI”
means American Transmission Systems, Incorporated, an Ohio
corporation.




“Borrower FERC
Order” means the order issued by the FERC on February 22, 2001, and
notice issued by the FERC on February 28, 2001, in Docket No. ER01-845-000 under
the Federal Power Act, that granted FGCO blanket authorization under Part 34 of
the FERC’s regulations to issue securities and assume liabilities.




“Borrower
Supplemental Order” means any order of the FERC subsequently issued that
authorizes FGCO to obtain Extensions of Credit in the event the blanket
authorization granted in the Borrower FERC Order is rescinded or as may
otherwise apply.




“Bankruptcy
Code” means the Bankruptcy Reform Act of 1978, as amended from time to
time, and any Federal law with respect to bankruptcy, insolvency,
reorganization, liquidation, moratorium or similar laws affecting creditors’
rights generally.




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“Banks” has
the meaning set forth in the preamble hereto.




“Borrower”
has the meaning set forth in the preamble hereto.




“Borrowing”
means a borrowing consisting of simultaneous Loans of the same Type made by each
of the Lenders pursuant to Section 2.01 or
Converted pursuant to Section 2.10 or 2.11.




“Business
Day” means a day of the year on which banks are not required or
authorized to close in New York City or Akron, Ohio and, if the applicable
Business Day relates to any Eurodollar Rate Loans, on which dealings are carried
on in the London interbank market.




“CEI” means
the Cleveland Electric Illuminating Company, an Ohio corporation.




“Code”
means the United States Internal Revenue Code of 1986, as amended from time to
time, and the applicable regulations thereunder.




“Commitment”
means, as to any Lender, the amount set forth opposite such Lender’s name on
Schedule I hereto or, if such Lender has entered into any Assignment and
Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.08(c), as such amount may be reduced pursuant to
Section 2.06.




“Consolidated
Debt” means, at any date of determination, the aggregate Indebtedness of
FE and its Consolidated Subsidiaries determined on a consolidated basis in
accordance with GAAP, but shall not include (i) Nonrecourse Indebtedness of
FE and any of its Subsidiaries, (ii) obligations under leases that shall
have been or should be, in accordance with GAAP, recorded as operating leases in
respect of which FE or any of its Consolidated Subsidiaries is liable as a
lessee, (iii) the aggregate principal amount of Stranded Cost
Securitization Bonds of FE and its Consolidated Subsidiaries and (iv) the
aggregate principal amount of Trust Preferred Securities and Junior Subordinated
Deferred Interest Debt Obligations not exceeding 15.00% of the Total
Capitalization of FE and its Consolidated Subsidiaries (determined, for purposes
of such calculation, without regard to the amount of Trust Preferred Securities
and Junior Subordinated Deferred Interest Debt Obligations outstanding of FE);
provided that the
amount of any mandatory principal amortization or defeasance of Trust Preferred
Securities or Junior Subordinated Deferred Interest Debt Obligations prior to
the Scheduled Termination Date shall be included in this definition of
Consolidated Debt.




“Consolidated
Subsidiary” means, as to any Person, any Subsidiary of such Person the
accounts of which are or are required to be consolidated with the accounts of
such Person in accordance with GAAP.




“Controlled
Group” means all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control that,
together with FE and its Subsidiaries, are treated as a single employer under
Section 414(b) or 414(c) of the Code.




“Convert”,
“Conversion”
and “Converted”
each refers to a conversion of Loans of one Type into Loans of another Type or
the selection of a new, or the renewal of the same, Interest Period for
Eurodollar Rate Loans pursuant to Section 2.10
or 2.11.




3
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“Credit Agreement
Drawn Exposure” means, at any time, the aggregate outstanding principal
amount of Loans at such time.




“Credit Agreement
Exposure” means, at any time, Credit Agreement Drawn Exposure at such
time plus the aggregate
amount of Commitments at such time.




“Credit
Suisse” has the meaning set forth in the preamble hereto.




“Debt to
Capitalization Ratio” means the ratio of Consolidated Debt to Total
Capitalization.




“Domestic Lending
Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I
hereto or in the Assignment and Acceptance pursuant to which it became a Lender,
or such other office of such Lender as such Lender may from time to time specify
to the Administrative Agent.




“Eligible
Assignee” means (i) a commercial bank organized under the laws of
the United States, or any State thereof; (ii) a commercial bank organized
under the laws of any other country that is a member of the OECD or has
concluded special lending arrangements with the International Monetary Fund
associated with its “General Arrangements to Borrow”, or a political subdivision
of any such country; provided that such bank is
acting through a branch or agency located in the United States; (iii) a
finance company, insurance company or other financial institution or fund
(whether a corporation, partnership or other entity) engaged generally in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business; (iv) the central bank of any country that is a
member of the OECD; or (v) any Lender, Affiliate of a Lender or a Related
Fund; provided,
however, that (A) any Person described in clause (i), (ii),
(iii) or (iv) above shall also (x) have outstanding unsecured
indebtedness that is rated A- or better by S&P or A3 or better by Moody’s
(or an equivalent rating by another nationally recognized credit rating agency
of similar standing if neither of such corporations is in the business of rating
unsecured indebtedness of entities engaged in such businesses) and (y) have
combined capital and surplus (as established in its most recent report of
condition to its primary regulator, if applicable) of not less than $250,000,000
(or its equivalent in foreign currency), (B) any Person described in clause
(ii), (iii) or (iv) above shall, on the date on which it is to become
a Lender hereunder, be entitled to receive payments hereunder without deduction
or withholding of any United States Federal income taxes (as contemplated by
Section 2.16(d)) and (C) any Person
described in clause (i), (ii), (iii) or (iv) above shall, in addition,
be reasonably acceptable to the Administrative Agent.




“Environmental
Laws” means any federal, state or local laws, ordinances or codes, rules,
orders, or regulations relating to pollution or protection of the environment,
including, without limitation, laws relating to hazardous substances, laws
relating to reclamation of land and waterways and laws relating to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes into the
environment (including, without limitation, ambient air, surface water, ground
water, land surface or subsurface strata) or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollution, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes.




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“Equity
Interest” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interest in a
trust or other equity ownership interest in any Person and any option, warrant
or other right entitling the holder thereof to purchase or otherwise acquire any
such equity interest.




“ERISA”
means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified
and in effect from time to time.




“Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.




“Eurodollar
Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent.




“Eurodollar
Rate” shall mean, with respect to any Eurodollar Rate Loan Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the commencement of such Interest Period by reference to the British
Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set
forth by any service selected by the Administrative Agent that has been
nominated by the British Bankers’ Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period; provided that, to the extent
that an interest rate is not ascertainable pursuant to the foregoing provisions
of this definition, the “Eurodollar
Rate” shall be the interest rate per annum determined by the
Administrative Agent to be the average of the rates per annum at which deposits
in Dollars are offered for such relevant Interest Period to major banks in the
London interbank market in London, England by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period.




“Eurodollar Rate
Loan” means a Loan that bears interest as provided in Section 2.08(b).




“Eurodollar Rate
Reserve Percentage” means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board of Governors of the Federal Reserve System and any
other banking authority, domestic or foreign, to which the Administrative Agent
or any Lender (including any branch, Affiliate or other fronting office making
or holding a Loan) is subject for Eurocurrency Liabilities (as defined in
Regulation D of the Board of Governors of the Federal Reserve
System).  Eurodollar Rate Loans shall be deemed to constitute
Eurocurrency Liabilities (as defined in Regulation D of such Board) and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D.  The Eurodollar Rate Reserve Percentage shall
be adjusted automatically on and as of the effective date of any change in any
reserve percentage.




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“Event of
Default” has the meaning set forth in Section 6.01.




“Exchange
Act” means the Securities Exchange Act of 1934, and the regulations
promulgated thereunder, in each case as amended and in effect from time to
time.




“Existing Credit
Facilities” means (i) the $2.75 billion Credit Agreement, dated as of
August 24, 2006, among the Loan Parties and certain of their Affiliates, the
banks party thereto, Citibank, N.A., as administrative agent, and the other
lenders and agents party thereto, (ii) the $100 million Credit Agreement, dated
as of November 29, 2006, between FE, as borrower, and The Royal Bank of Scotland
Finance (Ireland), as lender, and (iii) the $300 million Credit Agreement dated
as of May 29, 2008, among the Guarantors, the banks party thereto, The Royal
Bank of Scotland PLC as administrative agent and certain other agents party
thereto.




“Excluded
Days” means any day during a period reasonably determined by FE, in
consultation with the Administrative Agent, to be a “blackout period” for the
purpose of issuing registered or Rule 144A securities; provided that such period
shall commence on the first day following the end of a fiscal quarter of FE and
shall end not later than two days following the date on which earnings for FE
for such fiscal quarter are released to the public by FE and its
Subsidiaries.




“Extension
ofCredit”means the making of any
Loan.




“FE” means
FirstEnergy Corp., an Ohio corporation.




“Federal Funds
Effective Rate” means, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
the day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.




“FEGC First
Mortgage Bond” has the meaning set forth in Section 3.01(e).




“FERC”
means the Federal Energy Regulatory Commission or successor
organization.




“FES” means
FirstEnergy Solutions Corp., an Ohio corporation.




“FES FERC
Order” means the order issued by the FERC on January 24, 2001, in Docket
Nos. ER01-103-000 et al. under the Federal Power Act, that granted FirstEnergy
Services, Inc. blanket authorization under Part 34 of the FERC’s regulations to
issue securities and assume liabilities, to which grant of blanket authorization
FES subsequently succeeded through the order of the FERC issued on October 24,
2001, in Docket Nos. ER01-2968-000 et al.




“FES Supplemental
Order” means any order of the FERC subsequently issued that authorizes
FES to obtain Extensions of Credit in the event the blanket authorization
granted in the FES FERC Order is rescinded or as may otherwise
apply.




“First Mortgage
Indenture” means, with respect to any Significant Subsidiary, an
indenture or similar instrument pursuant to which such Person may issue bonds,
notes or similar instruments secured by a lien on all or substantially all of
such Person’s fixed assets.




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“GAAP”
means generally accepted accounting principles in the United States in effect
from time to time.




“Generation
Transfers” has the meaning set forth in Section 5.03(a).




“Governmental
Action” means all authorizations, consents, approvals, waivers,
exceptions, variances, orders, licenses, exemptions, publications, filings,
notices to and declarations of or with any Governmental Authority (other than
routine reporting requirements the failure to comply with which will not affect
the validity or enforceability of any Loan Document or have a material adverse
effect on the transactions contemplated by any Loan Document or any material
rights, power or remedy of any Person thereunder or any other action in respect
of any Governmental Authority).




“Governmental
Authority” means any Federal, state, county, municipal, foreign,
international, regional or other governmental authority, agency, board, body,
instrumentality or court.




“Guarantee”
means the guaranty set forth in Article IX.




“Guarantor”
means each of FE and FES.




“Hostile
Acquisition” means any Target Acquisition (as defined below) involving a
tender offer or proxy contest that has not been recommended or approved by the
board of directors (or similar governing body) of the Person that is the subject
of such Target Acquisition prior to the first public announcement or disclosure
relating to such Target Acquisition.  As used in this definition, the
term “Target
Acquisition” means any transaction, or any series of related
transactions, by which any Person directly or indirectly (i) acquires all
or substantially all of the assets or ongoing business of any other Person,
whether through purchase of assets, merger or otherwise, (ii) acquires (in
one transaction or as the most recent transaction in a series of transactions)
control of at least a majority in ordinary voting power of the securities of any
such Person that has ordinary voting power for the election of directors or
(iii) otherwise acquires control of more than a 50% ownership interest in
any such Person.




“Indebtedness”
of any Person means at any date, without duplication, (i) all obligations
of such Person for borrowed money, or with respect to deposits or advances of
any kind, or for the deferred purchase price of property or services,
(ii) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (iii) all obligations of such Person upon which
interest charges are customarily paid, (iv) all obligations under leases
that shall have been or should be, in accordance with GAAP, recorded as capital
leases in respect of which such Person is liable as lessee, (v) liabilities
in respect of unfunded vested benefits under Plans, (vi) withdrawal
liability incurred under ERISA by such Person or any of its affiliates to any
Multiemployer Plan, (vii) reimbursement obligations of such Person (whether
contingent or otherwise) in respect of letters of credit, bankers acceptances,
surety or other bonds and similar instruments, (viii) all Indebtedness of
others secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person and (ix) obligations of such Person
under direct or indirect guaranties 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.




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“Interest
Period” means, with respect to any Eurodollar Rate Loan, the period
commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one month thereafter or such
other period as the Administrative Agent and the Borrower may agree; provided, however, that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (b) any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period and (c) no Interest Period for
any Eurodollar Rate Loan shall extend beyond the Scheduled Termination
Date.  Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.




“JCP&L”
means Jersey Central Power & Light Company, a New Jersey
Corporation.




“Junior
Subordinated Deferred Interest Debt Obligations” means subordinated
deferrable interest debt obligations of FE or one of its Subsidiaries (A) for
which the maturity date is subsequent to the Scheduled Termination Date and (B)
that are fully subordinated in right of payment to the Indebtedness
hereunder.




“Lenders”
means the Banks listed on the signature pages hereof and each Eligible Assignee
that shall become a party hereto pursuant to Section 8.08.




“LIBOR Market Rate
Spread” means, at any time for any Eurodollar Rate Loan, a rate per annum
equal to the greater of (a) 3.00% per annum and (b) the sum of (i)
FE’s  1-year credit default swap mid-rate spread (as provided by the
Quotation Agency) for the one-year period beginning on the date on which the
LIBOR Market Rate Spread is set; plus (ii) Credit Suisse’s
1-year credit default swap mid-rate spread (as provided by the Quotation Agency)
for the one-year period beginning on the date on which the LIBOR Market Rate
Spread is set.  The LIBOR Market Rate Spread will be (i) obtained by
the Administrative Agent from the Quotation Agency’s website and (ii) set for
each Eurodollar Rate Loan at the time that the Eurodollar Rate applicable to
each interest period for such Eurodollar Rate Loan is set.  In the
event that the LIBOR Market Rate Spread is not available from the Quotation
Agency, the LIBOR Market Rate Spread will be 3.00% per annum.




“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset.  For the
purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed
to own, subject to a Lien, any asset that it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.




“Loan”
means a loan by a Lender to the Borrower as part of a Borrowing pursuant to
Section 2.01 and refers to an Alternate Base Rate
Loan or a Eurodollar Rate Loan, each of which shall be a “Type” of
Loan, subject to Conversion pursuant to Section 2.10 or 2.11.




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“Loan
Documents” means this Agreement, any Note, the Agency Letter and any
security agreement, mortgages or other instrument and document executed and
delivered pursuant to Section 3.01(e).




“Loan
Parties” means the Borrower and the Guarantors.




“Majority
Lenders” means, at any time prior to the Termination Date, Lenders having
in the aggregate more than 50% of the aggregate principal amount of outstanding
Loans and Commitments (without giving effect to any termination in whole of the
Commitments pursuant to Section 6.01) and at
any time on or after the Termination Date, Lenders having more than 50% of the
then aggregate principal amount of outstanding Loans of the Lenders; provided, that for purposes
hereof, neither FE, nor any of its Affiliates, if a Lender, shall be included in
(i) the Lenders having such amount of the Commitments or the Loans or
(ii) determining the total amount of the Commitments or the
Loans.




“Margin
Stock” has the meaning assigned to that term in Regulation U issued
by the Board of Governors of the Federal Reserve System, and as amended and in
effect from time to time.




“Maturity
Date” means, with respect to any Loan, the earlier of (a) the Termination
Date and (b) the date that is 30 days (not counting any Excluded Day) after the
date such Loan was made.




“Met-Ed”
means Metropolitan Edison Company, a Pennsylvania corporation.




“Moody’s”
means Moody’s Investors Service, Inc. or any successor thereto.




“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3)
of ERISA.




“Net Cash
Proceeds” means the cash proceeds of a Prepayment Event, net of all taxes
and customary fees, commissions, costs and other expenses incurred in connection
therewith.




“Nonrecourse
Indebtedness” means any Indebtedness that finances the acquisition,
development, ownership or operation of an asset in respect of which the Person
to which such Indebtedness is owed has no recourse whatsoever to FE or any of
its Affiliates other than:




(i)
            recourse to
      the named obligor with respect to such Indebtedness (the “Debtor”)
      for amounts limited to the cash flow or net cash flow (other than historic
      cash flow) from the asset; and




(ii)
            recourse to
      the Debtor for the purpose only of enabling amounts to be claimed in
      respect of such Indebtedness in an enforcement of any security interest or
      lien given by the Debtor over the asset or the income, cash flow or other
      proceeds deriving from the asset (or given by any shareholder or the like
      in the Debtor over its shares or like interest in the capital of the
      Debtor) to secure the Indebtedness, but only if the extent of the recourse
      to the Debtor is limited solely to the amount of any recoveries made on
      any such enforcement; and




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(iii)
            recourse to
      the Debtor generally or indirectly to any Affiliate of the Debtor, under
      any form of assurance, undertaking or support, which recourse is limited
      to a claim for damages (other than liquidated damages and damages required
      to be calculated in a specified way) for a breach of an obligation (other
      than a payment obligation or an obligation to comply or to procure
      compliance by another with any financial ratios or other tests of
      financial condition) by the Person against which such recourse is
      available.




“Note”
means any promissory note issued at the request of a Lender pursuant to
Section 2.18 in the form of Exhibit A
hereto.




“Notice of
Borrowing” means a notice of a Borrowing pursuant to Section 2.02(a), which shall be substantially in the form of
Exhibit B.




“Obligations”
means all principal of all Loans outstanding from time to time hereunder or
under the Notes, all interest (including Post Petition Interest) on such Loans
and all other amounts now or hereafter payable by the Loan Parties pursuant to
the Loan Documents.




“OE” means
Ohio Edison Company, an Ohio corporation.




“OECD”
means the Organization for Economic Cooperation and Development.




“Organizational
Documents” shall mean, as applicable to any Person, the charter, code of
regulations, articles of incorporation, by-laws, certificate of formation,
operating agreement, certificate of partnership, partnership agreement,
certificate of limited partnership, limited partnership agreement or other
constitutive documents of such Person.




“Other Pro Rata
Facilities” means one or more bilateral or syndicated bank credit
facilities entered into by FE or its Subsidiaries within 30 days of the date
hereof.




“Other Pro Rata
Facility Drawn Exposure” means, at any time, the aggregate outstanding
principal amount of all loans and other credit extensions under the Other Pro
Rata Facilities at such time.




“Other Pro Rata
Facility Exposure” means, at any time, Other Pro Rata Facility Drawn
Exposure at such time plus the aggregate amount of
all unused commitments under the Other Pro Rata Facilities at such
time.




“Other
Taxes” has the meaning set forth in Section 2.16(b).




“PATRIOT
Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56) (signed into
law October 26, 2001), as in effect from time to time.




“PBGC”
means the Pension Benefit Guaranty Corporation and any entity succeeding to any
or all of its functions under ERISA.




“Penelec”
means Pennsylvania Electric Company, a Pennsylvania corporation.




“Penn”means Pennsylvania Power
Company, a Pennsylvania corporation.




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“Person”
means an individual, partnership, corporation (including a business trust),
limited liability company, joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.




“Plan”
means, at any time, an employee pension benefit plan that is covered by
Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is either (i) maintained by a member of
the Controlled Group for employees of a member of the Controlled Group or
(ii) maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions.




“Post Petition
Interest” means any interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of any one or more of the Loan Parties (or would accrue but for
the operation of applicable bankruptcy or insolvency laws), whether or not such
interest is allowed or allowable as a claim in any such proceeding.




“Prepayment
Event” means (i) the issuance or incurrence, by FE or any Subsidiary, of
indebtedness for borrowed money owed to a Person other than FE or any Subsidiary
(whether pursuant to a public offering or rule 144A or other private placement
of debt securities, syndicated or bilateral bank credit facility or otherwise;
provided that an
issuance or incurrence of indebtedness under the Existing Credit Facilities
shall not constitute a Prepayment Event; and provided further that any
such issuance or incurrence of indebtedness under the Pro Rata Facilities shall
not constitute Indebtedness except to the extent that the aggregate principal
amount of all indebtedness issued or incurred under the Pro Rata Facilities (net
of any repayments thereof permitted hereunder) exceeds the Pro Rata Cap) and
(ii) any issuance or sale by FE or any Subsidiary of any Equity Interests of FE
or any Subsidiary to any Person other than FE or a Subsidiary.




“Prime
Rate” means the rate of interest per annum determined from time to time
by Credit Suisse as its prime rate in effect at its principal office in New York
City and notified to the Borrower.  The prime rate is a rate set by
Credit Suisse based upon various factors including Credit Suisse’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such rate.




“Pro Rata
Cap” means $1,500,000,000.




The “Pro Rata
Condition” shall be satisfied at any time if (a) (i) Credit Agreement
Exposure at such time does not exceed (ii) the Pro Rata Percentage of the lesser
of (x) Total Pro Rata Facility Exposure at such time and (y) the Pro Rata Cap
and (b) (i) Credit Agreement Drawn Exposure at such time does not exceed (ii)
the Pro Rata Percentage of the lesser of (x) Total Pro Rata Facility Drawn
Exposure at such time and (y) the Pro Rata Cap.




“Pro Rata
Facilities” means this Credit Agreement and the Other Pro Rata
Facilities.




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“Pro Rata
Percentage” means, at any time, a fraction, expressed as a percentage,
the numerator of which is the aggregate amount of the Commitments on the date
hereof and the denominator of which is the lesser of (i) Total Pro Rata Facility
Exposure under all Pro Rata Facilities outstanding at such time, determined,
with respect to each Pro Rata Facility, on the date such Pro Rata Facility first
becomes effective and (ii) the Pro Rata Cap.




“Quotation
Agency” means Markit Group Limited or any successor thereto.




“Reference
Ratings” means, with respect to any Person, the ratings assigned by
S&P and Moody’s to the senior unsecured non-credit enhanced debt of such
Person.




“Register”
has the meaning set forth in Section 8.08(c).




“Related
Fund” means, with respect to any Lender that is a fund or commingled
investment vehicle that invests in bank loans, any other fund that invests in
bank loans and is managed or advised by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.




“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.




“Scheduled
Termination Date” means the date that is 364 days following the date
hereof.




“SEC” means
the United States Securities and Exchange Commission or any successor
thereto.




“Significant
Subsidiaries” means (i) each regulated energy Subsidiary of FE,
including, but not limited to, OE, Penn, CEI, TE, JCP&L, Met-Ed and Penelec,
and any successor to any of them, (ii) FES, the Borrower and ATSI, and
(iii) each other Subsidiary of FE the annual revenues of which exceed
$100,000,000 or the total assets of which exceed $50,000,000.




“Stranded Cost
Securitization Bonds” means any instruments, pass-through certificates,
notes, debentures, certificates of participation, bonds, certificates of
beneficial interest or other evidences of indebtedness or instruments evidencing
a beneficial interest that are secured by or otherwise payable from
non-bypassable cent per kilowatt hour charges authorized pursuant to an order of
a state commission regulating public utilities to be applied and invoiced to
customers of such utility.  The charges so applied and invoiced must
be deducted and stated separately from the other charges invoiced by such
utility against its customers.




“Subsidiary”
means, with respect to any Person, any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the Board of Directors or other persons performing similar functions
are at the time directly or indirectly owned by such a Person, or one or more
Subsidiaries, or by such Person and one or more of its
Subsidiaries.  Unless the context otherwise requires, references
herein to a “Subsidiary” shall refer to a Subsidiary of FE.




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“Supplemental
Approval” means, with respect to Borrower, a Borrower Supplemental Order,
with respect to FES, an FES Supplemental Order.




“Taxes” has
the meaning set forth in Section 2.16(a).




“TE” means
The Toledo Edison Company, an Ohio Corporation.




“Termination
Date” means the earlier of (x) the Scheduled Termination Date and (y) the
date of termination in whole of the Commitments pursuant to Section 2.06 or Section 6.01
hereof.




“Termination
Event” means (i) a Reportable Event described in Section 4043
of ERISA and the regulations issued thereunder (other than a Reportable Event
not subject to the provision for 30-day notice to the PBGC under such
regulations), or (ii) the withdrawal of any member of the Controlled Group
from a Plan during a plan year in which it was a “substantial employer” as
defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a
notice of intent to terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the institution of
proceedings to terminate a Plan by the PBGC, or (v) any other event or
condition that might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any
Plan.




“Total
Capitalization” means, at any date of determination the sum, without
duplication, of (i) Consolidated Debt of FE, (ii) the capital stock
(but excluding treasury stock and capital stock subscribed and unissued) and
other equity accounts (including retained earnings and paid in capital but
excluding accumulated other comprehensive income and loss)of FE and its
Consolidated Subsidiaries, (iii) consolidated equity of the preference
stockholders of FE and its Consolidated Subsidiaries and (iv) the aggregate
principal amount of Trust Preferred Securities and Junior Subordinated Deferred
Interest Debt Obligations.




“Trust Preferred
Securities” means any securities, however denominated, (A) issued by FE
or any Consolidated Subsidiary of FE, (B) that are not subject to mandatory
redemption or the underlying securities, if any, of which are not subject to
mandatory redemption, (C) that are perpetual or mature no less than 30 years
from the date of issuance, (D) the indebtedness issued in connection with which,
including any guaranty, is subordinate in right of payment to the unsecured and
unsubordinated indebtedness of the issuer of such indebtedness or guaranty and
(E) the terms of which permit the deferral of the payment of interest or
distributions thereon to a date occurring after the Scheduled Termination
Date.




“Total Pro Rata
Facility Drawn Exposure” means, at any time, the Other Pro Rata Facility
Drawn Exposure at such time plus Credit Agreement Drawn
Exposure at such time.




“Total Pro Rata
Facility Exposure” means, at any time, the Other Pro Rata Facility
Exposure at such time plus Credit Agreement
Exposure at such time.




“Type” has
the meaning assigned to that term in the definitions of “Loan” when used in such
context.




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“Unfunded Vested
Liabilities” means, with respect to any Plan at any time, the amount (if
any) by which (i) the present value of all vested nonforfeitable benefits
under such Plan exceeds (ii) the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.




“Unmatured
Default” means any event that, with the giving of notice or the passage
of time, or both, would constitute an Event of Default.




“Unused
Fee” has the meaning specified in Section 2.05.




SECTION
1.02.  Computation
of Time Periods.




In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each means “to but excluding”.




SECTION
1.03.  Accounting
Terms.




All accounting terms
not specifically defined herein shall be construed in accordance with GAAP
consistent with those applied in the preparation of the financial statements
referred to in Section 4.01(g)
hereof.




SECTION
1.04.  Certain
References.




Unless otherwise
indicated, references in this Agreement to articles, sections, paragraphs,
clauses, schedules and exhibits are to the same contained in or attached to this
Agreement.






ARTICLE II


AMOUNTS
AND TERMS OF THE ADVANCES




SECTION
2.01.  The
Loans.




Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Loans to the Borrower in U.S. dollars only from time to time on any Business Day
during the period from the date hereof until the Termination Date in an
aggregate amount not to exceed the Commitment of such Lender.  Each
Borrowing shall be in an aggregate amount not less than $100,000,000 or, except
as may be necessary to satisfy the Pro Rata Condition, an integral multiple of
$10,000,000 in excess thereof and shall consist of Loans of the same Type and,
in the case of Eurodollar Rate Loans, having the same Interest Period made or
Converted on the same day by the Lenders ratably according to their respective
Commitments.  Once repaid, no Loan may be reborrowed.




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SECTION
2.02.  Making
the Loans.




(a)  Each Borrowing shall
be made on notice, given (i) in the case of a Borrowing comprising
Eurodollar Rate Loans, not later than 11:00 a.m. (New York time) on the
third Business Day prior to the date of the proposed Borrowing and (ii) in
the case of a Borrowing comprising Alternate Base Rate Loans, not later than
11:00 a.m. (New York time) one Business Day prior to the date of the
proposed Borrowing, by the Borrower to the Administrative Agent, which shall
give to each Lender prompt notice thereof.  Each such Notice of
Borrowing by the Borrower shall be by facsimile transmission, in substantially
the form of Exhibit B hereto, specifying therein the requested
(A) date of such Borrowing, (B) Type of Loans to be made in connection
with such Borrowing, (C) aggregate amount of such Borrowing and (D) in
the case of a Borrowing comprising Eurodollar Rate Loans, the initial Interest
Period for each such Loan, which Borrowing shall be subject to the limitations
stated in the definition of “Interest Period” in Section 1.01; provided that in the event
such notice fails to specify an initial Interest Period such Interest Period
shall be deemed to be one month.  Each Lender shall, before 1:00 p.m.
(New York time) on the date of such Borrowing, make available for the account of
its Applicable Lending Office to the Administrative Agent at its address
referred to in Section 8.02, in same day
funds, such Lender’s ratable portion (according to the Lenders’ respective
Commitments) of such Borrowing.  After the Administrative Agent’s
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Administrative Agent will make such funds
available to the Borrower at the account of the Borrower designated in the
applicable Notice of Borrowing.




(b)  Each Notice of
Borrowing delivered by the Borrower shall be irrevocable and binding on the
Borrower.  In the case of any Notice of Borrowing delivered by the
Borrower requesting Eurodollar Rate Loans, the Borrower shall indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure by the Borrower to fulfill on or before the date specified in such
Notice of Borrowing the applicable conditions set forth in Article III,
including, without limitation, any loss (including loss of anticipated profits),
cost or expense incurred by reason of the liquidation or redeployment of
deposits or other funds acquired by such Lender to fund the Loan to be made by
such Lender as part of such Borrowing when such Loan, as a result of such
failure, is not made on such date.




(c)  Unless the
Administrative Agent shall have received written notice via facsimile
transmission from a Lender prior to (A) 5:00 p.m. (New York time) one Business
Day prior to the date of a Borrowing comprising Eurodollar Rate Loans or (B)
12:00 noon (New York time) on the date of a Borrowing comprising Alternate Base
Rate Loans that such Lender will not make available to the Administrative Agent
such Lender’s ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02
and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.  If and
to the extent that such Lender shall not have so made such ratable portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Loans made in connection with such
Borrowing and (ii) in the case of such Lender, the Federal Funds Effective
Rate.  If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s Loan
as part of such Borrowing for purposes of this Agreement.




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(d)  The failure of any
Lender to make the Loan to be made by it as part of any Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its Loan
on the date of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
the date of any Borrowing.




SECTION
2.03.  [Reserved].




SECTION
2.04.  [Reserved].




SECTION
2.05.  Fees.




The Borrower agrees
to pay to each Lender, through the Administrative Agent, on the last Business
Day of March, June, September and December in each year and on each date on
which any Commitment of such Lender shall expire or be terminated as provided
herein, an unused fee (an “Unused
Fee”) equal to 0.75% per annum on the daily unused amount of the
Commitment of such Lender during the preceding quarter (or other period
commencing with the date hereof or ending with the Termination Date or the date
on which the Commitments of such Lender shall expire or be
terminated).  All Unused Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.




SECTION
2.06.  Adjustment
of the Commitments.




(a)  The Borrower shall
have the right, upon at least three Business Days’ notice to the Administrative
Agent, to terminate in whole or, upon same day notice, from time to time to
permanently reduce ratably in part the unused portions of the respective
Commitments of the Lenders; provided that except as may
be necessary to satisfy the Pro Rata Condition, each partial reduction shall be
in the aggregate amount of $10,000,000 or in an integral multiple of $5,000,000
in excess thereof.  Each such notice of termination or reduction shall
be irrevocable.




(b)  Commitments shall
automatically be reduced on the date of each Loan in an amount equal to the
principal amount of such Loan.




SECTION
2.07.  Repayment
of Loans.




The Borrower agrees
to repay the principal amount of each Loan no later than the Maturity Date for
such Loan.




SECTION
2.08.  Interest
on Loans.




The Borrower agrees
to pay interest on the unpaid principal amount of each Loan made by each Lender
to the Borrower from the date of such Loan until such principal amount shall be
paid in full, at the following rates per annum:




(a)  Alternate Base Rate
Loans.  If such Loan is an Alternate Base Rate Loan, a rate per
annum equal at all times to the Alternate Base Rate in effect from time to time
plus the ABR Margin for
such Alternate Base Rate Loan in effect from time to time, payable quarterly in
arrears on the last Business Day of each March, June, September and December, on
the Maturity Date for such Loan and on the date such Alternate Base Rate Loan
shall be Converted or be paid in full and as provided in Section 2.12;




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(b)  Eurodollar Rate
Loans.  If such Loan is a Eurodollar Rate Loan, a rate per
annum equal at all times during the Interest Period for such Loan to the sum of
the Eurodollar Rate for such Interest Period plus the LIBOR Market Rate
Spread for such Eurodollar Rate Loan in effect from time to time, payable on the
last day of each Interest Period for such Eurodollar Rate Loan or such other
date as the Administrative Agent and Borrower may agree, on the Maturity Date
for such Loan and on the date such Eurodollar Rate Loan shall be Converted or be
paid in full and as provided in Section 2.12;




SECTION
2.09.  Additional
Interest on Loans.




The Borrower agrees
to pay to each Lender, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Loan made by such Lender to the Borrower, from the date of
such Loan until such principal amount is paid in full, at an interest rate per
annum equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such Loan from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period,
payable on each date on which interest is payable on such Loan; provided, that no Lender
shall be entitled to demand additional interest under this Section 2.09 more than 90 days following the last day of
the Interest Period in respect of which such demand is made; provided further, however,
that the foregoing proviso shall in no way limit the right of any Lender to
demand or receive such additional interest to the extent that such additional
interest relates to the retroactive application by the Board of Governors of the
Federal Reserve System of any regulation described above if such demand is made
within 90 days after the implementation of such retroactive
regulation.  Such additional interest shall be determined by such
Lender and notified to the Borrower through the Administrative Agent, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.




SECTION
2.10.  Interest
Rate Determination.




(a)  The Administrative
Agent shall give prompt notice to the Borrower and the Lenders of the applicable
interest rate determined by the Administrative Agent for purposes of
Section 2.08(a), or (b).




(b)  If, with respect to
any Eurodollar Rate Loans, the Majority Lenders notify the Administrative Agent
that (i) dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loans, (ii) adequate and reasonable means do not exist for
determining the Eurodollar Rate or (iii) the Eurodollar Rate for any Interest
Period for such Loans will not adequately reflect the cost to such Majority
Lenders of making or funding their respective Eurodollar Rate Loans for such
Interest Period, the Administrative Agent shall forthwith so notify the Borrower
and the Lenders, whereupon




(i)  each Eurodollar Rate
Loan will automatically, on the last day of the then existing Interest Period,
therefor, Convert into an Alternate Base Rate Loan, and




(ii)  the obligation of
the Lenders to make, or to Convert Loans into, Eurodollar Rate Loans shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer
exist.




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SECTION
2.11.  Conversion
of Loans.




(a)  Voluntary.  The
Borrower may on any Business Day, upon written notice given to the
Administrative Agent not later than 11:00 a.m. (New York time) on the third
Business Day prior to the date of any proposed Conversion into Eurodollar Rate
Loans, and one Business Day prior to the date of any proposed Conversion into
Alternate Base Rate Loans, and subject to the provisions of Sections 2.10 and 2.11, Convert
all Loans of one Type made to the Borrower in connection with the same Borrowing
into Loans of another Type or Types or Loans of the same Type having the same or
a new Interest Period; provided, however, that any
Conversion of, or with respect to, any Eurodollar Rate Loans into Loans of
another Type or Loans of the same Type having the same or new Interest Periods,
shall be made on, and only on, the last day of an Interest Period for such
Eurodollar Rate Loans, unless the Borrower shall also reimburse the Lenders in
respect thereof pursuant to Section 8.05(b) on the date of such
Conversion.  Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion,
(ii) the Loans to be Converted and (iii) if such Conversion is into,
or with respect to, Eurodollar Rate Loans, the duration of the Interest Period
for each such Loan; provided that in the event
such notice fails to specify the duration of such Interest Period the initial
Interest Period shall be deemed to be one month.




(b)  Mandatory.  If
the Borrower shall fail to select the Type of any Loan, or if any proposed
Conversion of a Borrowing that is to comprise Eurodollar Rate Loans upon
Conversion shall not occur as a result of the circumstances described in
paragraph (c) below or Borrower’s failure
to deliver a timely notice of Conversion, the Administrative Agent will
forthwith so notify the Borrower and the Lenders, and such Loans will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Alternate Base Rate Loans.




(c)  Failure to
Convert.  Each notice of Conversion given by the Borrower
pursuant to subsection (a) above shall be irrevocable and binding on
the Borrower.  In the case of any Borrowing that is to comprise
Eurodollar Rate Loans upon Conversion, the Borrower agrees to indemnify each
Lender against any loss, cost or expense incurred by such Lender as a result of
any failure to fulfill on the date specified for such Conversion the applicable
conditions set forth in Article III, including, without limitation, any
loss, cost or expense incurred by reason of the liquidation or redeployment of
deposits or other funds acquired by such Lender to fund such Eurodollar Rate
Loans upon such Conversion, when such Conversion, as a result of such failure,
does not occur.  The Borrower’s obligations under this
subsection (c) shall survive the repayment of all other amounts owing
by the Borrower to the Lenders and the Administrative Agent under this Agreement
and any Note and the termination of the Commitments.




SECTION
2.12.  Prepayments.




(a)  Optional.  The
Borrower may at any time prepay the outstanding principal amounts of the Loans
made to the Borrower as part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid, upon written notice thereof given to the Administrative Agent by
the Borrower not later than 11:00 a.m. (New York time) (i) one Business Day
prior to the date of any such prepayment in the case of Alternate Base Rate
Loans and (ii) on the third Business Day prior to any such prepayment in
the case of Eurodollar Rate Loans; provided, however, that
(x) each partial prepayment of any Borrowing shall be in an aggregate
principal amount not less than $5,000,000 and shall be an integral multiple of
$1,000,000, except as may be necessary to satisfy the Pro Rata Condition and
(y) in the case of any such prepayment of a Eurodollar Rate Loan, the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant
to Section 8.05(b) on the date of such
prepayment.




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(b)  Mandatory.  In
the event that any Loan Party or any Subsidiary of a Loan Party shall receive
Net Cash Proceeds from any Prepayment Event, then substantially simultaneously
with (and in any event not later than the third Business Day next following) the
receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, the
Borrower shall prepay Loans in an aggregate amount equal to the greater of (x)
the Pro Rata Percentage of such Net Cash Proceeds and (y) such portion of such
Net Cash Proceeds as is not required to be applied to prepay loans or reduce
commitments under the Other Pro Rata Facilities.




Any prepayment of
Loans shall be accompanied by accrued interest on the amount prepaid to the date
of such prepayment and, in the case of any such prepayment of Eurodollar Rate
Loans, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.05(b) on
the date of such prepayment.




SECTION
2.13.  Increased
Costs.




(a)  If, due to either
(i) the introduction of or any change (other than any change by way of
imposition or increase of reserve requirements included in the Eurodollar Rate
Reserve Percentage) in or in the interpretation of any law or regulation, in
each case, after the date hereof or (ii) the compliance with any guideline
or request from any central bank or other Governmental Authority (whether or not
having the force of law) issued, promulgated or made, as the case may be, after
the date hereof, there shall be any increase in the cost to any Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Loans, then
the Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost.  A certificate as to the amount of
such increased cost and the basis therefor, submitted to the Borrower and the
Administrative Agent by such Lender, shall constitute such demand and shall be
conclusive and binding for all purposes, absent manifest error.




(b)  If any Lender
determines that compliance with any law or regulation or any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law), issued, promulgated or made (as the case may be) after
the date hereof, affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of (i) such Lender’s commitment to lend hereunder and other
commitments of this type or (ii) the Loans made by such Lender then, upon
demand by such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall immediately pay to the Administrative Agent for the account
of such Lender, from time to time as specified by such Lender, additional
amounts sufficient to compensate such Lender, or such corporation in the light
of such circumstances, to the extent that such Lender determines such increase
in capital to be allocable to, the existence of such Lender’s commitment to lend
hereunder or the Loans made by such Lender.  A certificate as to such
amounts submitted to the Borrower and the Administrative Agent by such Lender
shall constitute such demand and shall be conclusive and binding for all
purposes, absent manifest error.




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SECTION
2.14.  Illegality.




Notwithstanding any
other provision of this Agreement, if any Lender shall notify the Administrative
Agent that the introduction of or any change in or in the interpretation of any
law or regulation makes it unlawful, or any central bank or other Governmental
Authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Loans or to
fund or maintain Eurodollar Rate Loans  hereunder, (i) the
obligation of the Lenders to make, or to Convert Loans into, Eurodollar Rate
Loans shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist and (ii) the Borrower shall forthwith prepay in full all
Eurodollar Rate Loans of all Lenders then outstanding, together with interest
accrued thereon, unless (A) the Borrower, within five Business Days of
notice from the Administrative Agent, Converts all Eurodollar Rate Loans of all
Lenders then outstanding into Loans of another Type in accordance with
Section 2.11 or (B) the Administrative
Agent notifies the Borrower that the circumstances causing such prepayment no
longer exist.  Any Lender that becomes aware of circumstances that
would permit such Lender to notify the Administrative Agent of any illegality
under this Section 2.14 shall use its best
efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Applicable Lending Office if the
making of such change would avoid or eliminate such illegality and would not, in
the reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender.




SECTION
2.15.  Payments
and Computations.




(a)  The Borrower shall
make each payment hereunder and under any Note not later than 12:00 noon (New
York time) on the day when due in U.S. dollars to the Administrative Agent, at
its address referred to in Section 8.02 in
same day funds, without set-off, counterclaim or defense and any such payment to
the Administrative Agent shall constitute payment by the Borrower hereunder or
under any Note, as the case may be, for all purposes, and upon such payment the
Lenders shall look solely to the Administrative Agent for their respective
interests in such payment.  All payments received by the
Administrative Agent after 12:00 noon (New York time) shall be deemed received
on the next succeeding Business Day (in the Administrative Agent’s sole
discretion) and any applicable interest shall continue to accrue.  The
Administrative Agent will promptly after any such payment cause to be
distributed like funds relating to the payment of principal or interest or
Unused Fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.09, 2.11(c), 2.13, 2.16 or 8.05(b))
(according to the Lenders’ respective Commitments and outstanding Loans) to the
Lenders for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such
Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement.  Upon its
acceptance of an Assignment and Acceptance and recording of the information
contained therein in the Register pursuant to Section 8.08(d), from and after the effective date specified
in such Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under any Note in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.




(b)  Each Loan Party
hereby authorizes each Lender, if and to the extent payment owed to such Lender
is not made by the Borrower or any Guarantor to the Administrative Agent when
due hereunder or under any Note held by such Lender, to charge from time to time
against any or all of the Loan Parties’ accounts (other than any payroll account
maintained by the Loan Parties with such Lender if and to the extent that such
Lender shall have expressly waived its set-off rights in writing in respect of
such payroll account) with such Lender any amount so due.




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(c)  All computations of
interest based on the Alternate Base Rate (based on the Prime Rate) shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of facility fees and
of  interest based on the Alternate Base Rate (based upon the Federal
Funds Effective Rate), the Eurodollar Rate or the Federal Funds Effective Rate
shall be made by the Administrative Agent, and all computations of interest
pursuant to Section 2.09 shall be made by a
Lender, on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such facility fees or interest are payable.  Each
determination by the Administrative Agent (or, in the case of Section 2.09, by a Lender) of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.




(d)  Except as otherwise
provided herein, whenever any payment hereunder or under any Note shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest, as the case may be;
provided, however, if
such extension would cause payment of interest on or principal of Eurodollar
Rate Loans to be made in the next following calendar month, such payment shall
be made on the next preceding Business Day.




(e)  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Lenders hereunder that the Borrower will
not make such payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative Agent on such date
and the Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender.  If and to the extent that the Borrower shall not
have so made such payment in full to the Administrative Agent, each Lender shall
repay to the Administrative Agent forthwith on demand such amount distributed to
such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Effective
Rate.




(f)  Any amount payable
by the Borrower hereunder or under any Note that is not paid when due (whether
at stated maturity, by acceleration or otherwise) shall (to the fullest extent
permitted by law) bear interest from the date when due until paid in full at a
rate per annum equal at
all times to the Alternate Base Rate plus 2.00% per annum, payable
upon demand.




(g)  To the extent that
any payment by or on behalf of the Borrower is made to the Administrative Agent
or any Lender, or the Administrative Agent or any Lender exercises its right of
set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any bankruptcy, insolvency or other similar law now or hereafter in effect or
otherwise, then (i) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred and (ii) each Lender severally agrees to pay to the Administrative
Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Effective Rate from time to time in
effect.  The obligations of the Lenders under clause (ii) of the
preceding sentence shall survive the payment in full of any amounts hereunder
and the termination of this Agreement.




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SECTION
2.16.  Taxes.




(a)  Any and all payments
by the Borrower hereunder and under any Note shall be made, in accordance with
Section 2.15, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in the case of
each Lender and the Administrative Agent, such taxes, levies, imposts,
deductions and charges in the nature of franchise taxes or taxes measured by the
gross receipts or net income of any Lender or the Administrative Agent by any
jurisdiction in which such Lender or the Administrative Agent (as the case may
be) is organized, located or conducts business or any political subdivision
thereof and, in the case of each Lender, by the jurisdiction of such Lender’s
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being herein referred to as “Taxes”).  If
the Borrower shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Note to any Lender or the Administrative
Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.16) such Lender or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with Applicable
Law.




(b)  In addition, the
Borrower agrees to pay any present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies that arise from any
payment made hereunder or under any Note or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any Note
(herein referred to as “Other
Taxes”).




(c)  the Borrower agrees
to indemnify each Lender and the Administrative Agent for the full amount of
Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable under this Section 2.16) paid by such Lender or the Administrative Agent
(as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted.  This
indemnification shall be made within 30 days from the date such Lender or the
Administrative Agent (as the case may be) makes written demand
therefor.




(d)  Prior to the date of
the initial Borrowing in the case of each Bank, and on the date of the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender, and from time to time thereafter if requested by the Borrower
or the Administrative Agent, each Lender organized under the laws of a
jurisdiction outside the United States shall provide the Administrative Agent
and the Borrower with the forms prescribed by the Internal Revenue Service of
the United States certifying that such Lender is exempt from United States
withholding taxes with respect to all payments to be made to such Lender
hereunder and under any Note.  If for any reason during the term of
this Agreement, any Lender becomes unable to submit the forms referred to above
or the information or representations contained therein are no longer accurate
in any material respect, such Lender shall promptly notify the Administrative
Agent and the Borrower in writing to that effect.  Unless the Borrower
and the Administrative Agent have received forms or other documents satisfactory
to them indicating that payments hereunder or under any Note are not subject to
United States withholding tax, the Borrower or the Administrative Agent shall
withhold taxes from such payments at the applicable statutory rate in the case
of payments to or for any Lender organized under the laws of a jurisdiction
outside the United States.




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(e)  Any Lender claiming
any additional amounts payable pursuant to this Section 2.16 shall use its best efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.




(f)  Without prejudice to
the survival of any other agreement of the Borrower hereunder, the agreements
and obligations of the Borrower contained in this Section 2.16 shall survive the payment in full of principal
and interest hereunder and under any Note.




SECTION
2.17.  Sharing
of Payments, Etc.




If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Loans made by it (other than
pursuant to Section 2.02(c), 2.09, 2.11(c), 2.13, 2.16 or 8.05(b)) in excess of its ratable share of payments on
account of the Loans obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Loans made by them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender’s ratable share
(according to the proportion of (a) the amount of such Lender’s required
repayment to (b) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered.  The Borrower agrees that
any Lender so purchasing a participation from another Lender pursuant to this
Section 2.17 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such
participation.




SECTION
2.18.  Noteless
Agreement; Evidence of Indebtedness.




(a)  Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.




(b)  The Administrative
Agent shall also maintain accounts in which it will record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period (if any)
with respect thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender’s share thereof.




(c)  The entries
maintained in the accounts maintained pursuant to subsections (a) and (b) above
shall be prima facie evidence of the existence and amounts of the obligations
therein recorded; provided,
however, that the failure of the Administrative Agent or any Lender to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay such obligations in accordance with their
terms.




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(d)  Any Lender may
request that its Loans be evidenced by a Note.  In such event, the
Borrower shall prepare, execute and deliver to such Lender a Note payable to the
order of such Lender.  Thereafter, the Loans evidenced by such Note
and interest thereon shall at all times (including after any assignment pursuant
to Section 8.08) be represented by one or more
Notes payable to the order of the payee named therein or any assignee pursuant
to Section 8.08, except to the extent that any
such Lender or assignee subsequently returns any such Note for cancellation and
requests that such Borrowings once again be evidenced as described in
subsections (a) and (b) above.






ARTICLE III


CONDITIONS
OF LENDING




SECTION
3.01.  Conditions
Precedent to Initial Extension of Credit.




The obligation of
each Lender to make its initial Loan is subject to the conditions precedent that
on or before the date of any such Extension of Credit:




(a)  The Administrative
Agent shall have received the following, each dated the same date (except for
the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the
Administrative Agent and (except for any Note) with one copy for each
Lender:




(i)  This Agreement, duly
executed by each of the parties hereto, and Notes requested by any Lender
pursuant to Section 2.18(d), duly completed
and executed by the Borrower and payable to the order of such
Lender;




(ii)  Certified copies of
the resolutions of the Board of Directors of each Loan Party approving this
Agreement and the other Loan Documents to which it is, or is to be, a party and
of all documents evidencing any other necessary corporate action with respect to
this Agreement and such Loan Documents;




(iii)  A certificate of the
Secretary or an Assistant Secretary of each Loan Party certifying (A) the
names and true signatures of the officers of such Loan Party authorized to sign
each Loan Document to which such Loan Party is, or is to become, a party and the
other documents to be delivered hereunder; (B) that attached thereto are
true and correct copies of the Organizational Documents of such Loan Party, in
each case as in effect on such date; and (C) that attached thereto are true
and correct copies of all governmental and regulatory authorizations and
approvals (including such Loan Party’s Approval, as applicable) required for the
due execution, delivery and performance by such Loan Party of this Agreement and
each other Loan Document to which such Loan Party is, or is to become, a
party;




(iv)  Copies of the
consolidated balance sheets of FE and its Subsidiaries as of December 31, 2007,
and the related consolidated statements of income, retained earnings and cash
flows of FE and its Subsidiaries for the fiscal year then ended, certified by
PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of FE
and its Subsidiaries as of June 30, 2008, and related consolidated statements of
income and cash flows of FE and its Subsidiaries for the three-month period then
ended, in all cases as amended and restated to the date of
delivery;




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(v)  An opinion of Wendy
E. Stark, Associate General Counsel, counsel for the Borrower, or other
Associate General Counsel of Borrower, satisfactory in form and substance to the
Administrative Agent;




(vi)  An opinion of Akin
Gump Strauss Hauer & Feld LLP, special counsel for the Borrower,
satisfactory in form and substance to the Administrative Agent; and




(vii)  Such other
certifications, opinions, financial or other information, approvals and
documents as the Administrative Agent or any other Lender may reasonably
request, all in form and substance satisfactory to the Administrative Agent or
such other Lender (as the case may be).




(b)  [Reserved].




(c)  The Borrower shall
have paid all of the fees payable on the date hereof in accordance with the
Agency Letter.




(d)  The Administrative
Agent shall have received all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the Patriot
Act.




(e)  The Borrower shall
have issued to the Administrative Agent for its benefit and the benefit of the
Lenders a first lien mortgage bond (the “FEGC First
Mortgage Bond”) pursuant to the Open-End Mortgage, General Mortgage
Indenture and Deed of Trust dated as of June 19, 2008, between the Borrower and
The Bank of New York Trust Company, N.A. (the “2008 FEGC First
Mortgage Indenture”), which FEGC First Mortgage Bond shall (i) be in a
principal amount not less than the aggregate amount of the Commitments as of the
date hereof, (ii) provide that any Event of Default hereunder (other than an
Event of Default under Section 6.01(e) directly
arising from a failure to pay or other default under any Existing Credit
Facility) shall constitute an “Event of Default” as defined in the 2008 FEGC
First Mortgage Indenture or shall otherwise trigger redemption or put rights, in
each case in form and substance satisfactory to the Administrative Agent, (iii)
provide that at no time prior to the Termination Date shall the aggregate
outstanding amount of bonds issued under the 2008 FEGC First Mortgage Indenture
exceed 60% (or such greater percentage as shall have been consented to by the
Administrative Agent, with such consent not to be unreasonably withheld) of the
lesser of the Cost or Fair Value of all Property Additions (each capitalized
term used in this clause (iii) and not otherwise defined herein shall have the
meaning set forth in 2008 FEGC First Mortgage Indenture as in effect on the date
hereof) and (iv) otherwise be on terms satisfactory to the Administrative
Agent.  The Loan Parties shall have entered into such documents,
including such amendments to this Agreement, and performed such filings,
recordations and searches, as are necessary or requested by the Administrative
Agent to give effect to the immediately preceding sentence.




(f)  The Loan Parties
shall have engaged one or more investment banks satisfactory to the
Administrative Agent to publicly sell or privately place debt or equity
securities of the Loan Parties or their Subsidiaries, the proceeds of which will
be used to provide funds for the prepayment in full of the Loans and termination
of the Commitments.




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SECTION
3.02.  Conditions
Precedent to Each Extension of Credit.




The obligation of
each Lender to make a Loan as part of any Borrowing (including the initial
Borrowing) shall be subject to the further conditions precedent that on the date
of such Extension of Credit:




(i)  The following
statements shall be true (and each of the giving of the applicable Notice of
Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Extension of Credit such statements are true):




(A)  the representations
and warranties of the Loan Parties contained in Section 4.01 hereof are
true and correct on and as of the date of such Extension of Credit, before and
after giving effect to such Extension of Credit and to the application of the
proceeds therefrom, as though made on and as of such date;




(B)  no event has
occurred and is continuing, or would result from such Extension of Credit or
from the application of the proceeds therefrom, that constitutes an Event of
Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both; and




(C)  the amount of such
Extension of Credit, shall not exceed the amount of the Commitments at such
time




(ii)  The Borrower shall
have delivered to the Administrative Agent copies of such other approvals and
documents as the Administrative Agent or any other Lender (through the
Administrative Agent) may reasonably request; and




(iii)  Immediately after
giving effect to such Extension of Credit and any extensions of credit made or
to be made on such day under the Other Pro Rata Facilities (A) the Pro Rata
Condition shall be satisfied and (B) the Existing Credit Facilities shall be
fully drawn or utilized.




SECTION
3.03.  Conditions
Precedent to Conversions.




The obligation of
each Lender to Convert any Borrowing is subject to the conditions precedent that
on the date of such Conversion:




(a)  The following
statements shall be true (and the giving of the notice of Conversion pursuant to
Section 2.11 shall constitute a representation
and warranty by the Borrower that on the date of such Conversion such statements
are true):




(i)  the representations
and warranties of the Loan Parties contained in Section 4.01 are correct on and as of the date of such
Conversion, before and after giving effect to such Conversion, as though made on
and as of such date; and




(ii)  no event has
occurred and is continuing or would result from such Conversion, that
constitutes an Event of Default or that would constitute an Event of Default but
for the requirement that notice be given or time elapse or both.




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(b)  The Borrower shall
have delivered to the Administrative Agent copies of such other approvals and
documents as the Administrative Agent may reasonably request.






ARTICLE IV


REPRESENTATIONS
AND WARRANTIES




SECTION
4.01.  Representations
and Warranties.




Each Loan Party
represents and warrants as follows:




(a)  Corporate
Existence and Power.  It is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, is duly qualified to do business as a foreign corporation in and
is in good standing under the laws of each state in which the ownership of its
properties or the conduct of its business makes such qualification necessary
except where the failure to be so qualified would not have a material adverse
effect on its business or financial condition or its ability to perform its
obligations under the Loan Documents, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.




(b)  Corporate
Authorization.  The execution, delivery and performance by it
of each Loan Document to which it is, or is to become, a party, have been duly
authorized by all necessary corporate action on its part and do not, and will
not, require the consent or approval of its shareholders, or any trustee or
holder of any Indebtedness or other obligation of it, other than such consents
and approvals as have been duly obtained, given or accomplished.




(c)  No Violation,
Etc.  Neither the execution, delivery or performance by it of
this Agreement or any other Loan Document to which it is, or is to become, a
party, nor the consummation by it of the transactions contemplated hereby or
thereby, nor compliance by it with the provisions hereof or thereof, conflicts
or will conflict with, or results or will result in a breach or contravention of
any of the provisions of its Organizational Documents, any Applicable Law, or
any indenture, mortgage, lease or any other agreement or instrument to which it
or any of its Affiliates is party or by which its property or the property of
any of its Affiliates is bound, or results or will result in the creation or
imposition of any Lien upon any of its property or the property of any of its
Affiliates except as provided herein.  There is no provision of its
Organizational Documents, or any Applicable Law, or any such indenture,
mortgage, lease or other agreement or instrument that materially adversely
affects, or in the future is likely (so far as it can now foresee) to materially
adversely affect, its business, operations, affairs, condition, properties or
assets or its ability to perform its obligations under this Agreement or any
other Loan Document to which it is, or is to become, a party.  Each
Loan Party and each Subsidiary is in compliance with all laws (including,
without limitation, ERISA and Environmental Laws), regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, has not had and could
not reasonably be expected to have a material adverse effect on (i) the
business, assets, operations, condition (financial or otherwise) or prospects of
FE and its Subsidiaries taken as a whole or (ii) the legality, validity or
enforceability of any of the Loan Documents or the rights, remedies and benefits
available to the parties thereunder or the ability of any Loan Party to perform
its obligations under the Loan Documents.




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(d)  Governmental
Actions.  No Governmental Action is or will be required in
connection with the execution, delivery or performance by it, or the
consummation by it of the transactions contemplated by this Agreement or any
other Loan Document to which it is, or is to become, a party other than
(i) such Loan Party’s Approval, as applicable, which has been duly issued
and is in full force and effect and (ii) such Loan Party’s Supplemental
Approval, as applicable.




(e)  Execution and
Delivery.  This Agreement and the other Loan Documents to which
it is, or is to become, a party have been or will be (as the case may be) duly
executed and delivered by it, and this Agreement is, and upon execution and
delivery thereof each other Loan Document will be, the legal, valid and binding
obligation of it enforceable against it in accordance with its terms, subject, however, to the
application by a court of general principles of equity and to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally.




(f)  Litigation.  Except
as disclosed in FE’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008, and its Current Reports on Form 8-K filed in 2008 prior to
the date hereof (copies of which have been furnished to each Bank) there is no
pending or threatened action or proceeding (including, without limitation, any
proceeding relating to or arising out of Environmental Laws) affecting it or any
of its Subsidiaries before any court, governmental agency or arbitrator that has
a reasonable possibility of having a material adverse effect on the business,
condition (financial or otherwise), results of operations or prospects of it and
its consolidated subsidiaries, taken as a whole, or on the ability of such Loan
Party to perform its obligations under this Agreement or any other Loan
Document, and there has been no development in the matters disclosed in such
filings that has had such a material adverse effect.




(g)  Financial
Statements; Material Adverse Change.  The consolidated balance
sheets of FE and its Subsidiaries as at December 31, 2007, and the related
consolidated statements of income, retained earnings and cash flows of FE and
its Subsidiaries, for the fiscal year then ended, certified by
PricewaterhouseCoopers LLP, independent public accountants, and the unaudited
consolidated balance sheet of FE and its Subsidiaries as at June 30, 2008, and
the related consolidated statements of income and cash flows of FE and its
Subsidiaries for the three months then ended, copies of each of which have been
furnished to each Lender, in all cases as amended and restated to the date
hereof, present fairly the consolidated financial position of FE and its
Subsidiaries as at such dates and the consolidated results of the operations of
FE and its Subsidiaries for the periods ended on such dates, all in accordance
with GAAP consistently applied.  Except as disclosed in FE’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, its Quarterly
Report on form 10-Q for the quarter ended June 30, 2008, its Current Reports on
Form 8-K filed in 2008 prior to the date hereof (copies of which have been
furnished to each Bank), and the Investor Letter to be filed on Form 8-K (a copy
of which has been furnished to each Bank on or prior to the date hereof), there
has been no material adverse change in the business, condition (financial or
otherwise), results of operations or prospects of FE and its Consolidated
Subsidiaries, taken as a whole, since December 31, 2007.




(h)  ERISA.




(i)  No Termination Event
has occurred or is reasonably expected to occur with respect to any
Plan.




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(ii)  Schedule B
(Actuarial Information) to the most recent annual report (Form 5500 Series)
with respect to each Plan, copies of which have been filed with the Internal
Revenue Service and furnished to the Banks, is complete and accurate and fairly
presents the funding status of such Plan, and since the date of such
Schedule B there has been no material adverse change in such funding
status.




(iii)  Neither it nor any
member of the Controlled Group has incurred nor reasonably expects to incur any
withdrawal liability under ERISA to any Multiemployer Plan.




(i)  Taxes.  It
and each of its Subsidiaries has filed all tax returns (federal, state and
local) required to be filed and paid all taxes shown thereon to be due,
including interest and penalties, or provided adequate reserves for payment
thereof in accordance with GAAP other than such taxes that such Loan Party or
such Subsidiary is contesting in good faith by appropriate legal
proceedings.




(j)  Use of
Proceeds.  The proceeds of
each Extension of Credit will be used for general corporate purposes of FE and
its Subsidiaries except as provided in Section 5.03(e).




(k)  Margin
Stock.  After applying
the proceeds of each Extension of Credit, not more than 25.00% of the value of
the assets of FE and its Subsidiaries subject to the restrictions of
Section 5.03(a) or (b) will consist of or be represented by Margin
Stock.  The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying Margin Stock, and no proceeds
of any Extension of Credit will be used to purchase or carry any Margin Stock or
to extend credit to others for the purpose of purchasing or carrying any Margin
Stock.




(l)  Investment
Company.  No Loan Party is
an “investment company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, or an
“investment advisor” within the meaning of the Investment Advisers Act of 1940,
as amended.




(m)  No Event of
Default.  No event has occurred and is continuing that
constitutes an Event of Default or that would constitute an Event of Default
(including, without limitation, an Event of Default under Section 6.01(e)) but for the requirement that notice be given
or time elapse or both.




(n)  Solvency.  (i)  The
fair saleable value of its assets will exceed the amount that will be required
to be paid on or in respect of the probable liability on its existing debts and
other liabilities (including contingent liabilities) as they mature;
(ii) its assets do not constitute unreasonably small capital to carry out
its business as now conducted or as proposed to be conducted; (iii) it does
not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be received by it and the
amounts to be payable on or in respect of its obligations); and (iv) it
does not believe that final judgments against it in actions for money damages
presently pending will be rendered at a time when, or in an amount such that, it
will be unable to satisfy any such judgments promptly in accordance with their
terms (taking into account the maximum reasonable amount of such judgments in
any such actions and the earliest reasonable time at which such judgments might
be rendered).  Its cash flow, after taking into account all other
anticipated uses of its cash (including the payments on or in respect of debt
referred to in clause (iii) above), will at all times be sufficient to pay
all such judgments promptly in accordance with their terms.




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(o)  No Material
Misstatements.The reports, financial statements and other written
information furnished by or on behalf of such Loan Party to the Administrative
Agent or any Lender pursuant to or in connection with the Loan Documents and the
transactions contemplated thereby do not contain and will not contain, when
taken as a whole, any untrue statement of a material fact and do not omit and
will not omit, when taken as a whole, to state any fact necessary to make the
statements therein, and in the light of the circumstances under which they were
or will be made, are not misleading in any material respect.






ARTICLE V


COVENANTS
OF THE LOAN PARTIES




SECTION
5.01.  Affirmative
Covenants of the Loan Parties.




Unless the Majority
Lenders shall otherwise consent in writing, so long as any amount payable by any
Loan Party hereunder shall remain unpaid or any Lender shall have any Commitment
hereunder, each Loan Party will:




(a)  Preservation of
Corporate Existence, Etc.  (i) Without limiting the right
of such Loan Party to merge with or into or consolidate with or into any other
corporation or entity in accordance with the provisions of Section 5.03(c) hereof, preserve and maintain its
corporate existence in the state of its incorporation and qualify and remain
qualified as a foreign corporation in each jurisdiction in which such
qualification is reasonably necessary in view of its business and operations or
the ownership of its properties and (ii) preserve, renew and keep in full
force and effect the rights, privileges and franchises necessary or desirable in
the normal conduct of its business.




(b)  Compliance with
Laws, Etc.  Comply, and cause each of its Subsidiaries to
comply, in all material respects with all applicable laws, rules, regulations
and orders of any Governmental Authority, the noncompliance with which would
materially and adversely affect the business or condition of such Loan Party and
its Subsidiaries, taken as a whole, such compliance to include, without
limitation, compliance with the Patriot Act, regulations promulgated by the U.S.
Treasury Department Office of Foreign Assets Control, Environmental Laws and
ERISA and paying before the same become delinquent all material taxes,
assessments and governmental charges imposed upon it or upon its property,
except to the extent compliance with any of the foregoing is then being
contested in good faith by appropriate legal proceedings.




(c)  Maintenance of
Insurance, Etc.  Maintain insurance with responsible and
reputable insurance companies or associations or through its own program of
self-insurance in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which such Loan Party operates and furnish to the
Administrative Agent, within a reasonable time after written request therefor,
such information as to the insurance carried as any Lender, through the
Administrative Agent, may reasonably request.




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(d)  Inspection
Rights.  At any reasonable time and from time to time as the
Administrative Agent or any Lender may reasonably request, permit the
Administrative Agent or such Lender or any agents or representatives thereof to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, such Loan Party and any of its Subsidiaries,
and to discuss the affairs, finances and accounts of such Loan Party and any of
its Subsidiaries with any of their respective officers or directors; provided, however, that such
Loan Party reserves the right to restrict access to any of its Subsidiaries’
generating facilities in accordance with reasonably adopted procedures relating
to safety and security.  The Administrative Agent and each Lender
agree to use reasonable efforts to ensure that any information concerning such
Loan Party or any of its Subsidiaries obtained by the Administrative Agent or
such Lender pursuant to this subsection (d) or subsection (g) that is
not contained in a report or other document filed with the SEC, distributed by
such Loan Party to its security holders or otherwise generally available to the
public, will, to the extent permitted by law and except as may be required by
valid subpoena or in the normal course of the Administrative Agent’s or such
Lender’s business operations, be treated confidentially by the Administrative
Agent or such Lender, as the case may be, and will not be distributed or
otherwise made available by the Administrative Agent or such Lender, as the case
may be, to any Person, other than the Administrative Agent’s or such Lender’s
employees, authorized agents or representatives (including, without limitation,
attorneys and accountants).




(e)  Keeping of
Books.  Keep, and cause each Subsidiary to keep, proper books
of record and account in which entries shall be made of all financial
transactions and the assets and business of such Loan Party and each of its
Subsidiaries in accordance with GAAP.




(f)  Maintenance of
Properties.  Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, all of its properties that are used or
that are useful in the conduct of its business in good working order and
condition, ordinary wear and tear excepted, it being understood that this
covenant relates only to the good working order and condition of such properties
and shall not be construed as a covenant of such Loan Party or any of its
Subsidiaries not to dispose of such properties by sale, lease, transfer or
otherwise.




(g)  Reporting
Requirements.  Furnish, or cause to be furnished, to the
Administrative Agent, which shall furnish to each Lender, the
following:




(i)  promptly after the
occurrence of any Event of Default, the statement of an authorized officer of
the Borrower setting forth details of such Event of Default and the action that
such Loan Party has taken or proposes to take with respect thereto;




(ii)  as soon as available
and in any event within 50 days after the close of each of the first three
quarters in each fiscal year of FE, consolidated balance sheets of FE and its
Subsidiaries as at the end of such quarter and consolidated statements of income
of FE and its Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, fairly presenting the
financial condition of FE and its Subsidiaries as at such date and the results
of operations of FE and its Subsidiaries for such period and setting forth in
each case in comparative form the corresponding figures for the corresponding
period of the preceding fiscal year, all in reasonable detail and duly certified
(subject to year-end audit adjustments) by the chief financial officer,
treasurer, assistant treasurer or controller of the Borrower as having been
prepared in accordance with GAAP consistently applied;




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(iii)  as soon as available
and in any event within 105 days after the end of each fiscal year of FE, a copy
of the annual report for such year for FE and its Subsidiaries, containing
consolidated and consolidating financial statements of FE and its Subsidiaries
for such year certified in a manner acceptable to the Lenders by
PricewaterhouseCoopers LLP or other independent public accountants acceptable to
the Lenders, together with statements of projected financial performance
prepared by management for the next fiscal year, in form satisfactory to the
Administrative Agent;




(iv)  concurrently with
the delivery of the financial statements specified in clauses (ii) and
(iii) above, a certificate of the chief financial officer, treasurer,
assistant treasurer or controller of the Borrower (A) stating whether he
has any knowledge of the occurrence at any time prior to the date of such
certificate of an Event of Default not theretofore reported pursuant to the
provisions of clause (i) of this subsection (g) or of the occurrence
at any time prior to such date of any such Event of Default, except Events of
Default theretofore reported pursuant to the provisions of clause (i) of
this subsection (g) and remedied, and, if so, stating the facts with
respect thereto and (B) setting forth in a true and correct manner, the
calculation of the ratios contemplated by Section 5.02 hereof, as of the date of the most recent
financial statements accompanying such certificate, to show the Borrower’s
compliance with or the status of the financial covenants contained in
Section 5.02 hereof;




(v)  promptly after the
sending or filing thereof, copies of any reports that FE sends to any of its
securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K
that FE or any of its Subsidiaries files with the SEC;




(vi)  as soon as possible
and in any event (A) within 30 days after FE or any member of the
Controlled Group knows or has reason to know that any Termination Event
described in clause (i) of the definition of Termination Event with respect
to any Plan has occurred and (B) within 10 days after FE or any member of the
Controlled Group knows or has reason to know that any other Termination Event
with respect to any Plan has occurred, a statement of the chief financial
officer of FE describing such Termination Event and the action, if any, that FE
or such member of the Controlled Group, as the case may be, proposes to take
with respect thereto;




(vii)  promptly and in any
event within two Business Days after receipt thereof by FE or any member of the
Controlled Group from the PBGC, copies of each notice received by FE or any such
member of the Controlled Group of the PBGC’s intention to terminate any Plan or
to have a trustee appointed to administer any Plan;




(viii)  promptly and in any
event within 30 days after the filing thereof with the Internal Revenue Service,
copies of each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) with respect to each Plan;




(ix)  promptly and in any
event within five Business Days after receipt thereof by FE or any member of the
Controlled Group from a Multiemployer Plan sponsor, a copy of each notice
received by FE or any member of the Controlled Group concerning the imposition
of withdrawal liability pursuant to Section 4202 of ERISA;




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(x)  promptly and in any
event within five Business Days after Moody’s or S&P has changed any
Reference Rating of any Loan Party, notice of such change;




(xi)  promptly, and in any
event within three Business Days following the date of execution thereof, a copy
of each Other Pro Rata Facility; and




(xii)  such other
information respecting the condition or operations, financial or otherwise, of
FE or any of its Subsidiaries, including, without limitation, copies of all
reports and registration statements that FE or any Subsidiary files with the SEC
or any national securities exchange, as the Administrative Agent or any Lender
(through the Administrative Agent) may from time to time reasonably
request.




(h)  Loan Party
Approvals.  Maintain such Loan Party’s Approval, as applicable,
and, on and after the date of any Extension of Credit after the expiration of
such Loan Party’s Approval, as applicable, such Loan Party’s Supplemental
Approval, as applicable, in full force and effect and comply with all terms and
conditions thereof until all amounts outstanding under the Loan Documents shall
have been repaid or paid (as the case may be) and the Termination Date has
occurred.




SECTION
5.02.  Debt
to Capitalization Ratio.




Unless the Majority
Lenders shall otherwise consent in writing, so long as any amount payable by any
Loan Party hereunder shall remain unpaid or any Lender shall have any Commitment
hereunder, FE will maintain a Debt to Capitalization Ratio of no more than 0.65
to 1.00 (determined as of the last day of each fiscal quarter).




SECTION
5.03.  Negative
Covenants of the Loan Parties.




Unless the Majority
Lenders shall otherwise consent in writing, so long as any amount payable by any
Loan Party hereunder shall remain unpaid or any Lender shall have any Commitment
hereunder, no Loan Party will:




(a)  Sales,
Etc.  (i) Sell, lease, transfer or otherwise dispose of
any shares of common stock of any domestic Significant Subsidiary, whether now
owned or hereafter acquired by FE, or permit any Significant Subsidiary to do so
or (ii) permit FE or any Subsidiary to sell, lease, transfer or otherwise
dispose of (whether in one transaction or a series of transactions) assets
located in the United States of America representing in the aggregate more than
15.00% (determined at the time of each such transaction) of the value of all of
the consolidated fixed assets of FE, as reported on the most recent consolidated
balance sheet of FE, to any entity other than FE or any of its wholly owned
direct or indirect Subsidiaries or, in the case of TE, to Centerior Funding
Corporation; provided,
however, that this provision shall not restrict the transfer of nuclear
and fossil generation assets from Penn, OE, CEI and TE to FirstEnergy Nuclear
Generation Corp. and Borrower, respectively (the “Generation
Transfers”).




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(b)  Liens,
Etc.  Create or suffer to exist, or permit any Significant
Subsidiary to create or suffer to exist, any Lien upon or with respect to any of
its properties (including, without limitation, any shares of any class of equity
security of any Significant Subsidiary), in each case to secure or provide for
the payment of Indebtedness, other than (i) liens consisting of
(A) pledges or deposits in the ordinary course of business to secure
obligations under worker’s compensation laws or similar legislation,
(B) deposits in the ordinary course of business to secure, or in lieu of,
surety, appeal or customs bonds to which FE or any Significant Subsidiary is a
party, (C) pledges or deposits in the ordinary course of business to secure
performance in connection with bids, tenders or contracts (other than contracts
for the payment of money) or (D) materialmen’s, mechanics’, carriers’,
workers’, repairmen’s or other like Liens incurred in the ordinary course of
business for sums not yet due or currently being contested in good faith by
appropriate proceedings diligently conducted, or deposits to obtain in the
release of such Liens; (ii) purchase money liens or purchase money security
interests upon or in any property acquired or held by FE or any Significant
Subsidiary in the ordinary course of business, which secure the purchase price
of such property or secure indebtedness incurred solely for the purpose of
financing the acquisition of such property; (iii) Liens existing on the
property of any Person at the time that such Person becomes a direct or indirect
Significant Subsidiary of FE or any Significant Subsidiary; provided that such Liens were
not created to secure the acquisition of such Person; (iv) Liens in
existence on the date of this Agreement; (v) Liens created by any First Mortgage
Indenture, so long as (1) under the terms thereof, no “event of default”
(howsoever designated) in respect of any bonds issued thereunder (other than
bonds issued or pledged to the Administrative Agent) will be triggered by
reference to an Event of Default or Unmatured Default and (2) no such Liens
shall apply to assets acquired from FE or any Significant Subsidiary if such
assets were free of Liens (other than as a result of a release of such Liens in
contemplation of such acquisition) immediately prior to any such acquisition;
(vi) Liens on assets of ATSI to secure Indebtedness of ATSI; provided, however, that the aggregate
principal amount of Indebtedness secured by such Liens shall not at any time
exceed 60% of the depreciated book value of the property subject to such Liens;
(vii) Liens securing Stranded Cost Securitization Bonds; (viii) Liens on
cash (in an aggregate amount not to exceed $270,000,000) pledged to secure
reimbursement obligations for letters of credit issued for the account of OE;
(ix) Liens on assets transferred in the Generation Transfers in favor of
the transferor thereof; (x) Liens created for the sole purpose of
extending, renewing or replacing in whole or in part Indebtedness secured by any
Lien referred to in the foregoing clauses (i) through (ix); provided, however, that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement, as the case may be, shall be
limited to all or a part of the property or Indebtedness that secured the Lien
so extended, renewed or replaced (and any improvements on such property) and
(xi) Liens securing the Obligations.




(c)  Mergers,
Etc.  Merge with or into or consolidate with or into any other
Person, or permit any of its Subsidiaries to do so unless (i) immediately
after giving effect thereto, no event shall occur and be continuing that
constitutes an Event of Default, (ii) the consolidation or merger shall not
materially and adversely affect the ability of any Loan Party (or its successor
by merger or consolidation as contemplated by clause (i) of this
subsection (c)) to perform its obligations hereunder or under any other
Loan Document and (iii) in the case of any merger or consolidation to which
any Loan Party is a party, the corporation formed by such consolidation or into
which such Loan Party shall be merged shall assume such Loan Party’s obligations
under this Agreement and the other Loan Documents to which it is a party in a
writing satisfactory in form and substance to the Majority Lenders.




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(d)  Compliance with
ERISA.  (i) Enter into any “prohibited transaction” (as
defined in Section 4975 of the Code, and in ERISA) involving any Plan that
may result in any liability of such Loan Party to any Person that (in the
opinion of the Majority Lenders) is material to the financial position or
operations of such Loan Party or (ii) allow or suffer to exist any other
event or condition known to such Loan Party that results in any liability of
such Loan Party to the PBGC that (in the opinion of the Majority Lenders) is
material to the financial position or operations of such Loan
Party.  For purposes of this subsection (d), “liability” shall
not include termination insurance premiums payable under Section 4007 of
ERISA.




(e)  Use of
Proceeds.  Use the proceeds
of any Extension of Credit (i) to make any payment of principal or directly or
indirectly redeem, repurchase, retire or otherwise acquire for consideration,
any Indebtedness outstanding under (x) the Existing Credit Facilities, (y) the
Other Pro Rata Facilities except to the extent that immediately following such
payment the Pro Rata Condition shall be satisfied or (z) any other bilateral or
syndicated bank credit facilities, other than to satisfy reimbursement
obligations with respect to letters of credit issued to support pollution
control revenue bonds issued by, or obligations under sale lease back
transactions entered into by, FE or its Subsidiaries prior to the date hereof or
(ii) in connection with any Hostile Acquisition.




(f)  Other
Indebtedness.  The Loan Parties will not, and will not permit
any of their Subsidiaries to (i) reduce the amount of commitments under the
Existing Credit Facilities, (ii) reduce the amount of commitments under the
Other Pro Rata Facilities, or (iii) make any distribution, whether in cash,
property, securities or a combination thereof, in respect of, or pay, or commit
to pay, or directly or indirectly redeem, repurchase, retire or otherwise
acquire for consideration, any Indebtedness outstanding under the Other Pro Rata
Facilities or any other bilateral or syndicated credit facilities entered into
after the date hereof except, in the case of this clause (iii), (A) regularly
scheduled payments of interest and fees as and when due and (B) with respect to
the Other Pro Rata Facilities, to the extent that immediately after giving
effect thereto and after giving effect to any concurrent prepayment of Loans or
reduction of Commitments, the Pro Rata Condition shall be
satisfied.




(g)  FEGC First
Mortgage Bond.  No Loan Party
shall permit any waiver, supplement, modification, amendment, termination or
release of the 2008 FEGC First Mortgage Indenture (other than to provide for the
issuance of additional series of bonds thereunder) or, following the issuance
thereof, the FEGC First Mortgage Bond without the prior written consent of the
Administrative Agent.






ARTICLE VI


EVENTS
OF DEFAULT




SECTION
6.01.  Events
of Default.




If any of the
following events shall occur and be continuing (each, an “Event of
Default”):




(a)  Any principal of, or
interest on, any Loan or any fees or other amounts payable hereunder or under
the Agency Letter shall not be paid by the Borrower when the same become due and
payable; or




(b)  Any representation
or warranty made by any Loan Party (or any of its officers) in any Loan Document
or in connection with any Loan Document shall prove to have been incorrect or
misleading in any material respect when made; or




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(c)  (i) Any Loan
Party shall fail to perform or observe any covenant set forth in Section 5.02 or Section 5.03
or the Agency Letter on its part to be performed or observed or (ii) any
Loan Party shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement or any other Loan Document on its part to
be performed or observed and such failure shall remain unremedied for
30 days after written notice thereof shall have been given to the Borrower
by the Administrative Agent or any Lender; or




(d)  Any material
provision of this Agreement or any other Loan Document shall at any time and for
any reason cease to be valid and binding upon any Loan Party, except pursuant to
the terms thereof, or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by any Loan Party or any Governmental
Authority, or any Loan Party shall deny that it has any or further liability or
obligation under this Agreement or any other Loan Document; or




(e)  Any Loan Party or
any Significant Subsidiary shall fail to pay any principal of or premium or
interest on any Indebtedness (other than Indebtedness owed under this Agreement)
that is outstanding in a principal amount in excess of $50,000,000 in the
aggregate when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or




(f)  Any Loan Party or
any Significant Subsidiary shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against any Loan Party or any Significant
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition or arrangement with creditors, a readjustment of its
debts, in each case under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted or acquiesced in by it),
either such proceeding shall remain undismissed or unstayed for a period of
60 consecutive days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or any Loan Party or
any Significant Subsidiary shall take any corporate action to authorize or to
consent to any of the actions set forth above in this subsection (f);
or




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(g)  Any judgment or
order for the payment of money exceeding any applicable insurance coverage by
more than $50,000,000 shall be rendered by a court of final adjudication against
any Loan Party or any Significant Subsidiary and either (i) valid
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 10 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or




(h)  Any Termination
Event with respect to a Plan shall have occurred, and, 30 days after notice
thereof shall have been given to any Loan Party by the Administrative Agent or
any Lender, (i) such Termination Event (if correctable) shall not have been
corrected and (ii) the then Unfunded Vested Liabilities of such Plan exceed
$10,000,000 (or in the case of a Termination Event involving the withdrawal of a
“substantial employer” (as defined in Section 4001(a)(2) of ERISA),
the withdrawing employer’s proportionate share of such excess shall exceed such
amount), or any Loan Party or any member of the Controlled Group as employer
under a Multiemployer Plan shall have made a complete or partial withdrawal from
such Multiemployer Plan and the Plan sponsor of such Multiemployer Plan shall
have notified such withdrawing employer that such employer has incurred a
withdrawal liability in an amount exceeding $10,000,000; or




(i)  Any change in
Applicable Law or any Governmental Action shall occur that has the effect of
making the transactions contemplated by this Agreement or any other Loan
Document unauthorized, illegal or otherwise contrary to Applicable Law;
or




(j)  (i) FE shall
fail to own directly or indirectly 100% of the issued and outstanding shares of
common stock of each Significant Subsidiary; (ii) any Person or two or more
Persons acting in concert shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Exchange Act), directly or indirectly, of securities of FE (or other securities
convertible into such securities) representing 30% or more of the combined
voting power of all securities of FE entitled to vote in the election of
directors; (iii) commencing after the date of this Agreement, individuals
who as of the date of this Agreement were directors shall have ceased for any
reason to constitute a majority of the Board of Directors of FE unless the
Persons replacing such individuals were nominated by the stockholders or the
Board of Directors of FE in accordance with FE’s Organizational Documents; or
(iv) 90 days shall have elapsed after any Person or two or more Persons
acting in concert shall have entered into a contract or arrangement that upon
consummation will result in its or their acquisition of, or control over,
securities of FE (or other securities convertible into such securities)
representing 30% or more of the combined voting power of all securities of FE
entitled to vote in the election of directors; or




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(k)  (i) The Guarantee
for any reason shall cease to be in full force and effect (other than in
accordance with its terms) or any Guarantor shall deny in writing that it has
further liability under the Guarantee (other than as a result of the discharge
of such Guarantor in accordance with the terms of the Loan Documents), (ii) any
security interest purported to be created by any Loan Document shall cease to
be, or shall be asserted by any Loan Party not to be, a valid, perfected, first
priority (except as otherwise expressly provided in the Loan Documents) security
interest in the securities, assets or properties covered thereby or (iii) any
event shall occur and be continuing or condition shall exist with respect to the
FEGC First Mortgage Bond that constitutes an “Event of Default” as defined in
the 2008 FEGC First Mortgage Indenture;




then, and in any
such event, the Administrative Agent shall at the request, or may with the
consent, of the Majority Lenders, (i) by notice to the Borrower, declare
the obligation of each Lender to make Loans to the Borrower to be terminated,
whereupon the same shall forthwith terminate and (ii) by notice to the
Borrower, declare the Loans made to the Borrower, and all other amounts payable
under this Agreement and the other Loan Documents by any Loan Party to be
forthwith due and payable, whereupon such Loans and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the Loan
Parties; provided,
however, that in the event of an actual or deemed entry of an order for
relief with respect to FE or any Significant Subsidiary under the Bankruptcy
Code, (A) the obligation of each Lender to make Loans shall automatically
be terminated and (B) all Loans made and all other amounts payable under
this Agreement shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Loan Parties.






ARTICLE VII


THE
ADMINISTRATIVE AGENT




SECTION
7.01.  Authorization
and Action.




Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto.  As to any matters not expressly
provided for by this Agreement the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders; provided, however, that the
Administrative Agent shall not be required to take any action that exposes the
Administrative Agent to personal liability or that is contrary to this Agreement
or applicable law.  The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by the Loan Parties pursuant to
the terms of this Agreement and to promptly forward to each Lender the financial
statements and any other certificates or statements delivered to the
Administrative Agent pursuant to Section 5.01(g).




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SECTION
7.02.  Administrative
Agent’s Reliance, Etc.




Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to any Lender or the Loan Parties for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Administrative
Agent:  (i) may treat each Lender listed in the Register as a
“Lender” with a Commitment and/or Loans in the amount recorded in the Register
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by a Lender listed in the Register, as assignor, and an Eligible
Assignee, as assignee, as provided in Section 8.08, at which time the Administrative Agent will make
such recordations in the Register as are appropriate to reflect the assignment
effected by such Assignment and Acceptance; (ii) may consult with legal
counsel (including counsel for the Loan Parties), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation
to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection
with the Loan Documents; (iv) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of the Loan Documents on the part of the Loan Parties or to inspect
the property (including the books and records) of the Loan Parties;
(v) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any other instrument or document furnished pursuant thereto; and
(vi) shall incur no liability under or in respect of this Agreement by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram or cable) believed by it in good faith to
be genuine and signed or sent by the proper party or parties.  The
Administrative Agent shall not be deemed to have knowledge of any default,
Unmatured Default or Event of Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender.




SECTION
7.03.  Credit
Suisse and Affiliates.




With respect to its
Commitment, the Loans made by it and any Note issued to it, Credit Suisse shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include
Credit Suisse in its individual capacity.  Credit Suisse and its
Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, each Loan
Party, any of its respective subsidiaries and any Person who may do business
with or own securities of any Loan Party or any such subsidiary, all as if
Credit Suisse were not the Administrative Agent and without any duty to account
therefor to the Lenders.




SECTION
7.04.  Lender
Credit Decision.




Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements
referred to in Section 4.01(g) and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement.




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SECTION
7.05.  Indemnification.




The Lenders agree to
indemnify the Administrative Agent (to the extent not reimbursed by the
Borrower), ratably according to the amounts of their respective Commitments and
Loans, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Administrative Agent under this
Agreement; provided
that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent’s gross negligence or
willful misconduct.  Without limitation of the foregoing, each Lender
agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including reasonable counsel fees)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that such expenses are reimbursable by the Borrower but for which the
Administrative Agent is not reimbursed by the Borrower.




SECTION
7.06.  Successor
Administrative Agent.




The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Borrower and may be removed at any time with or without cause by the
Majority Lenders.  Upon any such resignation or removal, the Majority
Lenders shall have the right, with the prior written consent of the Borrower
(unless an Event of Default or an Unmatured Default has occurred and is
continuing), which consent shall not be unreasonably withheld or delayed, to
appoint a successor Administrative Agent.  If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation or the Majority Lenders’
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank described in clause (i) or (ii) of
the definition of “Eligible Assignee” and having a combined capital and surplus
of at least $250,000,000.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement.  After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent,
the provisions of this Article VII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.  Notwithstanding the foregoing, if no Event of
Default or Unmatured Default shall have occurred and be continuing, then no
successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the
Borrower, which consent shall not be unreasonably withheld or
delayed.




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ARTICLE VIII


MISCELLANEOUS





SECTION
8.01.  Amendments,
Etc.





No amendment or
waiver of any provision of this Agreement or any Note, nor consent to any
departure by any Loan Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Majority Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all the
Lenders, do any of the following: (a) waive any of the conditions specified
in Section 3.01, 3.02, or 3.03,
(b) increase the Commitments of the Lenders or subject the Lenders to any
additional obligations, (c) reduce the principal of, or interest on, the
Loans or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Loans or any fees or
other amounts payable hereunder, (e) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Loans or the
number of Lenders, that shall be required for the Lenders or any of them to take
any action hereunder or (f) amend this Section 8.01; and provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement.





SECTION
8.02.  Notices,
Etc.





Unless specifically
provided otherwise in this Agreement, all notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
cable communication) and mailed, telecopied, telegraphed, cabled or delivered,
if to any Loan Party, to it in care of FE at its address at 76 South Main
Street, Akron, Ohio 44308, Attention: Treasurer, Telecopy: (330) 384-3772; if to
any Bank, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a Lender;
if to the Administrative Agent, at its notified to the Borrower from time to
time; or, as to each party, at such other address as shall be designated by such
party in a written notice to the other parties.  All such notices and
communications shall, when mailed, telecopied, telegraphed or cabled, be
effective when deposited in the mails, telecopied, delivered to the telegraph
company or delivered to the cable company, respectively, except that notices and
communications to the Administrative Agent pursuant to Article II or VII
shall not be effective until received by the Administrative
Agent.


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SECTION
8.03.  Electronic
Communications.





(a)  Each Loan Party
hereby agrees that it will provide to the Administrative Agent all information,
documents and other materials that it is obligated to furnish to the
Administrative Agent pursuant to the Loan Documents, including, without
limitation, all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such
communication that (i) relates to a request for a new, or a conversion of an
existing, Borrowing or other Extension of Credit (including any election of an
interest rate or Interest Period relating thereto), (ii) relates to the payment
of any principal or other amount due under the Credit Agreement prior to the
scheduled date therefor, (iii) provides notice of any Unmatured Default or Event
of Default under the Credit Agreement or (iv) is required to be delivered to
satisfy any condition precedent to the effectiveness of the Credit Agreement
and/or any Borrowing or other Extension of Credit thereunder (all such
non-excluded communications being referred to herein collectively as “Communications”),
by transmitting the Communications in an electronic/soft medium in a format
acceptable to the Administrative Agent to agency.loanops@credit-suisse.com or
faxing the Communications to 212-322-2291.  In addition, each Loan
Party agrees to continue to provide the Communications to the Administrative
Agent in the manner otherwise specified in this Agreement, but only to the
extent requested by the Administrative Agent.





(b)  Each Loan Party
further agrees that the Administrative Agent may make the Communications
available to the Lenders by posting the Communications on Intralinks or a
substantially similar electronic transmission systems (the “Platform”).  Each
Loan Party acknowledges that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution.




(c)  THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE”.  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS,  OR THE
ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
OMISSIONS IN THE COMMUNICATIONS.  NO WARRANTY OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO
EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, “AGENT
PARTIES”) HAVE
ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR
DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES(WHETHER IN TORT, CONTRACT
OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF THE COMMUNICATIONS THROUGH THE PLATFORM, EXCEPT TO THE EXTENT
THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY
A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT
PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.




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(d)  The Administrative
Agent agrees that the receipt of the Communications by the Administrative Agent
at its e-mail address set forth above shall constitute effective delivery of the
Communications to the Administrative Agent for purposes of the Loan
Documents.  Each Lender agrees that notice to it (as provided in the
next sentence) specifying that the Communications have been posted to the
Platform shall constitute effective delivery of the Communications to such
Lender for purposes of the Loan Documents.  Each Lender agrees to
notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Lender’s e-mail address to which the
foregoing notice may be sent by electronic transmission and that the foregoing
notice may be sent to such e-mail address.




(e)  Nothing herein shall
prejudice the right of the Administrative Agent or any Lender to give any notice
or other communication pursuant to any Loan Document in any other manner
specified in such Loan Document.




SECTION
8.04.  No
Waiver; Remedies.




No failure on the
part of any Lender or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.




SECTION
8.05.  Costs
and Expenses; Indemnification.




(a)  The Borrower agrees
to pay on demand all costs and expenses incurred by the Administrative Agent in
connection with the preparation, execution, delivery, syndication
administration, modification and amendment of this Agreement, any Note and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative Agent
as to their rights and responsibilities under this Agreement.  The
Borrower further agrees to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses of
counsel), incurred by the Administrative Agent and the Lenders in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, any Note and the other documents to be delivered
hereunder, including, without limitation, counsel fees and expenses in
connection with the enforcement of rights under this Section 8.05(a).




(b)  If any payment of
principal of, or Conversion of, any Eurodollar Rate Loan is made other than on
the last day of the Interest Period for such Loan, as a result of a payment or
Conversion pursuant to Section 2.11 or 2.14 or a prepayment pursuant to Section 2.12 or acceleration of the maturity of any amounts
owing hereunder pursuant to Section 6.01 or
upon any assignment made upon demand of the Borrower pursuant to Section 8.08(h) or for any other reason, the Borrower shall,
upon demand by any Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss, cost or expense incurred by reason of
the liquidation or redeployment of deposits or other funds acquired by any
Lender to fund or maintain such Loan.  The Borrower’s obligations
under this subsection (b) shall survive the repayment of all other
amounts owing to the Lenders and the Administrative Agent under this Agreement
and any Note and the termination of the Commitments.




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(c)  Each Loan Party
hereby agrees to indemnify and hold each Lender, the Administrative Agent and
their respective Affiliates and their respective officers, directors, employees
and professional advisors (each, an “Indemnified
Person”) harmless from and against any and all claims, damages,
liabilities, costs or expenses (including reasonable attorney’s fees and
expenses, whether or not such Indemnified Person is named as a party to any
proceeding or is otherwise subjected to judicial or legal process arising from
any such proceeding) that any of them may incur or that may be claimed against
any of them by any Person (including any Loan Party) by reason of or in
connection with or arising out of any investigation, litigation or proceeding
related to the Commitments and any use or proposed use by any Loan Party of the
proceeds of any Extension of Credit, except to the extent such claim, damage,
liability, cost or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Person’s
gross negligence or willful misconduct.  Each Loan Party’s obligations
under this Section 8.05(c) shall survive
the repayment of all amounts owing to the Lenders and the Administrative Agent
under this Agreement and any Note and the termination of the
Commitments.  If and to the extent that the obligations of the Loan
Parties under this Section 8.05(c) are
unenforceable for any reason, each Loan Party agrees to make the maximum payment
in satisfaction of such obligations that are not unenforceable that is
permissible under Applicable Law or, if less, such amount that may be ordered by
a court of competent jurisdiction.




(d)  To the extent
permitted by law, each Loan Party also agrees not to assert any claim against
any Indemnified Person on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to actual or direct damages) in
connection with, arising out of, or otherwise relating to this Agreement, any of
the transactions contemplated herein or the actual or proposed use of the
proceeds of the Loans.




SECTION
8.06.  Right
of Set-off.




Upon the occurrence
and during the continuance of any Event of Default each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, excluding, however, any
payroll accounts maintained by the Loan Parties with such Lender if and to the
extent that such Lender shall have expressly waived its set-off rights in
writing in respect of such payroll account) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Loan Parties against any and all of the obligations of the Loan
Parties now or hereafter existing under this Agreement and any Note held by such
Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be
unmatured.  Each Lender agrees promptly to notify the Loan Parties
after any such set-off and application made by such Lender; provided that the failure to
give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender under this Section 8.06 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Lender may
have.




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SECTION
8.07.  Binding
Effect.




This Agreement shall
become effective when it shall have been executed by the Loan Parties and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Loan Parties, the Administrative Agent and each
Lender and their respective successors and permitted assigns, except that the
Loan Parties shall not have the right to assign their rights or obligations
hereunder or any interest herein without the prior written consent of the
Lenders.




SECTION
8.08.  Assignments
and Participations.




(a)  Each Lender may,
with the prior written consent of the Borrower and the Administrative Agent
(which consents shall not unreasonably be withheld or delayed and, in the case
of the Borrower, shall not be required (x) if an Event of Default then exists
and (y) in connection with an assignment to a Lender, an Affiliate of a Lender
or a Related Fund), assign to one or more banks or other entities all or a
portion of its rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, all or a portion of its Commitment,
the Loans owing to it and any Note held by it); provided, however, that
(i) each such assignment shall be of a constant, and not a varying,
percentage of all the assigning Lender’s rights and obligations under this
Agreement; (ii) the amount of the Commitment and/or Loans of the assigning
Lender being assigned pursuant to each such assignment (determined as of the
date of the Assignment and Acceptance with respect to such assignment) shall in
no event be less than $1,000,000 (or if less, the entire amount of such Lender’s
Commitment and/or Loans) and shall be an integral multiple of $1,000,000, provided, however, that
simultaneous assignments by, or to, two or more Related Funds shall be combined
for purposes of determining whether the minimum assignment requirement in this
clause (ii) has been met; (iii) each such assignment shall be to an
Eligible Assignee and (iv) the parties to each such assignment shall
execute and deliver via an electronic settlement system acceptable to the
Administrative Agent or, if previously agreed to by the Administrative Agent,
manually, to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance together with any Note subject to such
assignment and a processing and recordation fee of $3,500 (which such processing
and recordation fee may be waived or reduced in the Administrative Agent’s sole
discretion).




Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (i) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (ii) the Lender assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its continuing obligations under this Agreement (and, in the case
of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).




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(b)  By executing and
delivering an Assignment and Acceptance, the Lender assignor thereunder and the
assignee thereunder confirm to and agree with each other and the other parties
hereto as follows:  (i) other than as provided in such Assignment
and Acceptance, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant hereto;
(ii) such assigning Lender makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Loan Parties or
the performance or observance by the Loan Parties of any of their obligations
under this Agreement or any other instrument or document furnished pursuant
hereto; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements referred to in
Section 4.01(g) and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon the Administrative Agent, such
assigning Lender or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as a Lender.




(c)  The Administrative
Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time (the “Register”).  The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement.  The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.




(d)  Upon its receipt of
an Assignment and Acceptance executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with (i) any Note subject
to such assignment, (ii) an administrative questionnaire completed in respect of
the assignee (unless the assignee shall already be a Lender hereunder), (iii)
the processing and recordation fee referred to in paragraph (a) above, if
applicable, (iv) the written consent of the Administrative Agent and, if
required, the Borrower to such assignment and (v) any applicable tax forms, the
Administrative Agent shall, if such Assignment and Acceptance has been
completed, promptly (x) accept such Assignment and Acceptance,
(y) record the information contained therein in the Register and (z) give
prompt notice thereof to the Borrower.  The Borrower shall deliver any
Note requested pursuant to Section 2.18 in
favor of such assignee or assignor (as the case may be), after giving effect to
such assignment.




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(e)  Each Lender may sell
participations to one or more banks or other entities in or to all or a portion
of its rights and obligations under this Agreement and the other Loan Documents
(including, without limitation, all or a portion of its Commitment, the Loans
owing to it and any Note held by it); provided, however, that
(i) such Lender’s obligations under this Agreement (including, without
limitation, its Commitment hereunder) shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder
of any such Note for all purposes of this Agreement, (iv) such Lender may
not subject its ability to consent to any modification of this Agreement or any
Note to the prior consent of the bank or other entity to which such
participation was sold, except in the case of proposed waivers or modifications
with respect to interest, principal and fees payable hereunder and under any
Note and with respect to any extension of the Maturity Date and (v) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.




(f)  Any Lender may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 8.08,
disclose to the assignee or participant or proposed assignee or participant, any
information relating to the Loan Parties furnished to such Lender by or on
behalf of the Loan Parties; provided, that prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any confidential information
relating to the Loan Parties received by it from such Lender.




(g)  Notwithstanding
anything to the contrary set forth herein, any Lender may assign, as collateral
or otherwise, any of its rights hereunder and under any Note (including, without
limitation, its rights to receive payments of principal and interest hereunder
and under any Note) to (i) any Federal Reserve Bank, (ii) any
Affiliate of such Lender or (iii) any other Lender, in either case, without
notice to or consent of the Loan Parties or the Administrative Agent; provided, that no such
assignment shall release the assigning Lender from its obligations
hereunder.




(h)  If any Lender shall
make demand for payment under Section 2.13(a), 2.13(b) or 2.16, or shall
deliver any notice to the Administrative Agent pursuant to Section 2.14 resulting in the suspension of certain
obligations of the Lenders with respect to Eurodollar Rate Loans, then, within
30 days of such demand (if, and only if, such payment demanded under Section 2.13(a), 2.13(b) or 2.16 as the case may be, shall have been made by the
Borrower) or such notice (if such suspension is still in effect), as the case
may be, the Borrower may demand that such Lender assign in accordance with this
Section 8.08 to one or more Eligible Assignees
designated by the Borrower all (but not less than all) of such Lender’s
Commitment and the Loans owing to it within the next 15 days.  If any
such Eligible Assignee designated by the Borrower shall fail to consummate such
assignment on terms acceptable to such Lender, or if the Borrower shall fail to
designate any such Eligible Assignee for all of such Lender’s Commitment or
Advances, then such Lender may assign such Commitment and Loans to any other
Eligible Assignee in accordance with this Section 8.08 during such 15 day period; it being understood
for purposes of this Section 8.08(h) that such assignment shall be conclusively deemed
to be on terms acceptable to such Lender, and such Lender shall be compelled to
consummate such assignment to an Eligible Assignee designated by the Borrower,
if such Eligible Assignee shall agree to such assignment and shall offer
compensation to such Lender in an amount equal to the sum of the principal
amount of all Loans outstanding to such Lender plus all interest accrued thereon
to the date of such payment plus all other amounts payable by the Borrower to
such Lender hereunder (whether or not then due) as of the date of such payment
accrued in favor of such Lender hereunder.  Notwithstanding the
foregoing, no Lender shall make any assignment at any time pursuant to this
subsection (h) if, at such time, (i) an Event of Default or Unmatured Default
has occurred and is continuing, (ii) the Borrower has not satisfied all of its
obligations hereunder with respect to such Lender or (iii) such replacement of
such Lender is not acceptable to the Administrative Agent.




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(i)  Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”) of
such Granting Lender identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that
(i) nothing herein shall constitute a commitment by any such SPC to make
any Loan, (ii) if such SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof and (iii) no SPC
or Granting Lender shall be entitled to receive any greater amount pursuant to
Section 2.09 or 2.13 than the Granting Lender would have been entitled
to receive had the Granting Lender not otherwise granted such SPC the option to
provide any Loan to the Borrower.  The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender.  Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement for which a Lender would
otherwise be liable so long as, and to the extent that, the related Granting
Lender provides such indemnity or makes such payment.  In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against or join any other
person in instituting against such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof.  Notwithstanding the foregoing, the
Granting Lender unconditionally agrees to indemnify the Borrower, the
Administrative Agent and each Lender against all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be incurred by or
asserted against the Borrower, the Administrative Agent or such Lender, as the
case may be, in any way relating to or arising as a consequence of any such
forbearance or delay in the initiation of any such proceeding against its
SPC.  Each party hereto hereby acknowledges and agrees that no SPC
shall have the rights of a Lender hereunder, such rights being retained by the
applicable Granting Lender.  Accordingly, and without limiting the
foregoing, each party hereby further acknowledges and agrees that no SPC shall
have any voting rights hereunder and that the voting rights attributable to any
Loan made by an SPC shall be exercised only by the relevant Granting Lender and
that each Granting Lender shall serve as the administrative agent and
attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all
payments made for the benefit of such SPC and take all actions hereunder to the
extent, if any, such SPC shall have any rights hereunder.  In
addition, notwithstanding anything to the contrary contained in this Agreement,
any SPC may, with notice to, but without the prior written consent of, any other
party hereto, assign all or a portion of its interest in any Loans to the
Granting Lender.  This Section may not be amended without the prior
written consent of each Granting Lender, all or any part of whose Loan is being
funded by an SPC at the time of such amendment.




SECTION
8.09.  Governing
Law.




THIS
AGREEMENT AND ANY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.




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SECTION
8.10.  Consent
to Jurisdiction; Waiver of Jury Trial.




(a)  To the fullest
extent permitted by law, each Loan Party hereby irrevocably (i) submits to
the non-exclusive jurisdiction of any New York State or Federal court sitting in
New York City and any appellate court from any thereof in any action or
proceeding arising out of or relating to this Agreement, any other Loan Document
and (ii) agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York State court or in such Federal
court.  Each Loan Party hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding.  Each Loan Party also irrevocably
consents, to the fullest extent permitted by law, to the service of any and all
process in any such action or proceeding by the mailing by certified mail of
copies of such process to the Borrower at its address specified in
Section 8.02.  Each Loan Party
agrees, to the fullest extent permitted by law, that a final judgment in
any  such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law.




(b)  EACH
LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR
DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.




SECTION
8.11.  Severability.




Any provision of
this Agreement that is prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction.




SECTION
8.12.  Entire
Agreement.




This Agreement, the
Agency Letter and the Notes issued hereunder constitute the entire contract
among the parties relative to the subject matter hereof.  Any previous
agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement, except (i) as expressly agreed in any such
previous agreement and (ii) for the Agency Letter.  Except as is
expressly provided for herein, nothing in this Agreement, expressed or implied,
is intended to confer upon any party other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.




SECTION
8.13.  Execution
in Counterparts.




This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.




SECTION
8.14.  USA
PATRIOT Act Notice.




Each Lender that is
subject to the Patriot Act and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Loan Parties pursuant to the
requirements of the Patriot Act that it is required to obtain, verify and record
information that identifies the Loan Parties, which information includes the
name and address of each Loan Party and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Loan Parties
in accordance with the Patriot Act.




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ARTICLE IX


GUARANTEE




SECTION
9.01.  Guarantee.




(a)  Guarantee.  Each
Guarantor unconditionally guarantees the full and punctual payment of all
Obligations when due (whether at stated maturity, upon acceleration or
otherwise).  If the Borrower fails to pay any Obligation punctually
when due, each Guarantor agrees that it will forthwith on demand pay the amount
not so paid at the place and in the manner specified herein.




(b)  Guarantee
Unconditional.  The obligations of each Guarantor under this
Guarantee shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:




(i)  any extension,
renewal, settlement, compromise, waiver or release in respect of any obligation
of the Borrower, any other Guarantor or any other Person under any Loan
Document, by operation of law or otherwise;




(ii)  any modification or
amendment of or supplement to any Loan Document;




(iii)  any release,
impairment, non-perfection or invalidity of any direct or indirect security for
any obligation of the Borrower, any other Guarantor or any other Person under
any Loan Document;




(iv)  any change in the
corporate existence, structure or ownership of the Borrower, any other Guarantor
or any other Person or any of their respective subsidiaries, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the Borrower,
any other Guarantor or any other Person or any of their assets or any resulting
release or discharge of any obligation of the Borrower, any other Guarantor or
any other Person under any Loan Document;




(v)  the existence of any
claim, set-off or other right that any Guarantor may have at any time against
the Borrower, any other Guarantor, the Administrative Agent, any Lender or any
other Person, whether in connection with the Loan Documents or any unrelated
transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate
suit or compulsory counterclaim;




(vi)  any invalidity or
unenforceability relating to or against the Borrower, any other Guarantor or any
other Person for any reason of any Loan Document, or any provision of applicable
law or regulation purporting to prohibit the payment of any Obligation by the
Borrower or any other Person; or




(vii)  any other act or
omission to act or delay of any kind by the Borrower, any other Guarantor, any
other party to any Loan Document, the Administrative Agent, any Lender or any
other Person, or any other circumstance whatsoever that might, but for the
provisions of this clause (vii), constitute a legal or equitable discharge of or
defense to any obligation of the Guarantor hereunder.




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(c)  Waiver by
Guarantors.  Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against the Borrower, any other Guarantor or any other Person.




(d)  Subrogation.  A
Guarantor that makes a payment with respect to an Obligation hereunder shall be
subrogated to the rights of the payee against the Borrower with respect to such
payment; provided that
no Guarantor shall enforce any payment by way of subrogation against the
Borrower, or by reason of contribution against any other guarantor of such
Obligation, until the Obligations shall have been paid in full in cash and the
Commitments hereunder shall have been terminated.




(e)  Stay of
Acceleration.  If acceleration of the time for payment of any
Obligation by the Borrower is stayed by reason of the insolvency or receivership
of the Borrower or otherwise, all Obligations otherwise subject to acceleration
under the terms of any Loan Document shall nonetheless be payable by the
Guarantors hereunder forthwith on demand by the Administrative
Agent.




(f)  Continuing
Guarantee.  Each Guarantee is a continuing guarantee, shall be
binding on the relevant Guarantor and its successors and assigns, and shall be
enforceable by the Administrative Agent or the Lenders.  If all or
part of the Administrative Agent’s or any Lender’s interest in any Obligation is
assigned or otherwise transferred, the transferor’s rights under each Guarantee,
to the extent applicable to the obligation so transferred, shall automatically
be transferred with such obligation.




(g)  Limitation on
Obligations of Guarantors.  The obligations of the Guarantors
under its Guarantee shall be limited to an aggregate amount equal to the largest
amount that would not render such Guarantee subject to avoidance under Section
548 of the Bankruptcy Code or any comparable provisions of applicable
law.









[Signatures to
Follow]




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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above
written.




FIRSTENERGY
      GENERATION CORP.,


as Borrower











By _____________________________


Name:


Title:





(NY) 08014/507/FIRSTENERGY/CA.doc





FIRSTENERGY
      SOLUTIONS CORP.,


as Guarantor











By
__________________________


Name:


Title:








FIRSTENERGY
      CORP., as Guarantor











By __________________________


Name:


Title:





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CREDIT
      SUISSE,


as Bank,
      Lender and


Administrative
      Agent











By _______________________


Name:


Title:











By _______________________


Name:


Title:








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SCHEDULE
I








List
of Commitments and Lending Offices








Lender
            Allocation
            Domestic Lending Office
            Eurodollar
              Lending OfficeCredit
      Suisse
            $300,000,000
            One Madison
      Avenue
              New York, NY
      10010
              Attn: Credit
      Suisse Agency Manager
              Fax:
      212-322-2291
              Email:
      agency.loanops@credit-suisse.com
            Same as
      Domestic Lending Office








Schedule
I-1
 (NY) 08014/507/FIRSTENERGY/CA.doc


EXHIBIT
A


Form
of Note





PROMISSORY
NOTE





U.S.$[______________]                      [____] 200[_]








FOR VALUE RECEIVED,
the undersigned, FIRSTENERGY GENERATION CORP., an Ohio corporation (the “Borrower”),
HEREBY PROMISES TO PAY to the order of [_____________] (the “Lender”)
for the account of its Applicable Lending Office (such term and other
capitalized terms herein being used as defined in the Credit Agreement referred
to below) the principal sum of U.S.$[______________] or, if less, the aggregate
principal amount of the Loans outstanding on the applicable Maturity Date,
payable on the applicable Maturity Date.





The Borrower
promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest
rates, and payable at such times, as are specified in the Credit
Agreement.




Both principal and
interest are payable in lawful money of the United States of America to Credit
Suisse, as Administrative Agent, at its address notified to the Borrower from
time to time in same day funds.  Each Loan made by the Lender to the
Borrower pursuant to the Credit Agreement, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note.




This Promissory Note
is one of the Notes referred to in, and is entitled to the benefits of, the
Credit Agreement, dated as of October 8, 2008, among the Borrower, FIRSTENERGY
CORP., an Ohio corporation, and FIRSTENERGY SOLUTIONS CORP., an Ohio
corporation, as Guarantors, the banks and other financial institutions listed on
the signature pages hereof, and CREDIT SUISSE, as Administrative Agent for the
Lenders thereunder.  The Credit Agreement, among other things,
(i) provides for the making of Loans by the Lender to the Borrower from
time to time in an aggregate amount not to exceed at any time outstanding the
U.S. dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each such Loan being evidenced by this Promissory Note and
(ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.




The Borrower hereby
waives presentment, demand, protest and notice of any kind.  No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.




(NY) 08014/507/FIRSTENERGY/CA.doc


THIS
PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.




FIRSTENERGY
GENERATION CORP.











By   __________________________________


Name:


Title:





A-2
 (NY) 08014/507/FIRSTENERGY/CA.doc


EXHIBIT
B


Form
of Notice of Borrowing











Credit Suisse, as
Administrative Agent


for the
Lenders party to the Credit Agreement


referred
to below











____ __,
200__














Ladies and
Gentlemen:




The undersigned
refers to the Credit Agreement, dated as of October 8, 2008, among FIRSTENERGY
GENERATION CORP., an Ohio corporation (“Borrower”),
FIRSTENERGY SOLUTIONS CORP., an Ohio corporation and FIRSTENERGY CORP., an Ohio
corporation (“Guarantors”),
the banks and other financial institutions (the “Banks”)
listed on the signature pages hereof, CREDIT SUISSE (“Credit
Suisse”), as Administrative Agent (the “Administrative
Agent”) for the Lenders thereunder, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the
Credit Agreement that the undersigned hereby requests a Borrowing under the
Credit Agreement, and in that connection sets forth below the information
relating to such Borrowing (the “Proposed
Borrowing”) as required by Section 2.02(a) of the Credit Agreement:




(i)           The
Business Day of the Proposed Borrowing is __________________, ____.




(ii)           The
Type of Loan to be made in connection with the Proposed Borrowing is [an
Alternate Base Rate Loan] [a Eurodollar Rate Loan].




(iii)           The
aggregate amount of the Proposed Borrowing is $____________.




[(iv)           The
Interest Period for each Eurodollar Rate Loan made as part of the Proposed
Borrowing is ____ [week[s]][month[s]].]




The undersigned
hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Borrowing:




(A)           the
representations and warranties of the Loan Parties contained in Section 4.01 of the Credit Agreement are correct, before and
after giving effect to the Proposed Borrowing and to the application of the
proceeds therefrom, as though made on and as of such date;




(B)           no
event has occurred and is continuing, or would result from such Proposed
Borrowing or from the application of the proceeds therefrom, that constitutes an
Event of Default or would constitute an Event of Default but for the requirement
that notice be given or time elapse or both; and




(NY) 08014/507/FIRSTENERGY/CA.doc







(C)           the
amount of such Proposed Borrowing does not exceed the aggregate amount of the
Commitments then in effect.




Very truly
yours,





FIRSTENERGY
GENERATION CORP.











By   ______________________________________


Name:


Title:








B-2
 (NY) 08014/507/FIRSTENERGY/CA.doc