FE 8-K Dated 05/08/2012 EX-10.2






EXECUTION COPY


AMENDMENT


Dated as of May 8, 2012




To the Lenders party to the Credit Agreement 
  and the Administrative Agent referred to below




Ladies and Gentlemen:


Reference is made to the Credit Agreement, dated as of June 17, 2011 (the “Credit Agreement”), among FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, American Transmission Systems, Incorporated, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, The Potomac Edison Company and West Penn Power Company, as the Borrowers, The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, the fronting banks party thereto, the swing line lenders party thereto and the Lenders party thereto.  Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
Section 1.  Credit Agreement Amendment.  The parties agree that, subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is amended as follows:
(a)The following new terms are inserted in Section 1.01 in appropriate alphabetical order:
“Additional Lender” has the meaning set forth in Section 2.06(b).
“Amendment Effective Date” means May 8, 2012.
“Commitment Increase” has the meaning set forth in Section 2.06(b).
“Increasing Lender” has the meaning set forth in Section 2.06(b).
(b)The term “Applicable Margin” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“‘Applicable Margin’ means, (i) prior to the Amendment Effective Date, for any Alternate Base Rate Advance or any Eurodollar Rate Advance made to any Borrower, the interest rate per annum set forth in the relevant row of the table immediately below, determined by reference to the Reference Ratings for such Borrower from time to time in effect:

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	BASIS FOR PRICING
	LEVEL 1
Reference Ratings at least A- by S&P or A3 by Moody’s.
	LEVEL 2
Reference Ratings lower than Level 1 but at least BBB+ by S&P or Baa1 by Moody’s.
	LEVEL 3
Reference Ratings lower than Level 2 but at least BBB by S&P or Baa2 by Moody’s.
	LEVEL 4
Reference Ratings lower than Level 3 but at least BBB- by S&P or Baa3 by Moody’s.
	LEVEL 5
Reference Ratings lower than Level 4 but at least BB+ by S&P or Ba1 by Moody’s.
	LEVEL 6
Reference Ratings lower than BB+ by S&P and Ba1 by Moody’s, or no Reference Ratings.

	Applicable Margin for Eurodollar Rate Advances
	1.25%
	1.50%
	1.75%
	2.00%
	2.25%
	2.50%

	Applicable Margin for Alternate Base Rate Advances
	0.25%
	0.50%
	0.75%
	1.00%
	1.25%
	1.50%






and (ii) from and after the Amendment Effective Date, for any Alternate Base Rate Advance or any Eurodollar Rate Advance made to any Borrower, the interest rate per annum set forth in the relevant row of the table immediately below, determined by reference to the Reference Ratings for such Borrower from time to time in effect:
	
							
	BASIS FOR PRICING
	LEVEL 1
Reference Ratings at least A- by S&P or A3 by Moody’s.
	LEVEL 2
Reference Ratings lower than Level 1 but at least BBB+ by S&P or Baa1 by Moody’s.
	LEVEL 3
Reference Ratings lower than Level 2 but at least BBB by S&P or Baa2 by Moody’s.
	LEVEL 4
Reference Ratings lower than Level 3 but at least BBB- by S&P or Baa3 by Moody’s.
	LEVEL 5
Reference Ratings lower than Level 4 but at least BB+ by S&P or Ba1 by Moody’s.
	LEVEL 6
Reference Ratings lower than BB+ by S&P and Ba1 by Moody’s, or no Reference Ratings.

	Applicable Margin for Eurodollar Rate Advances
	1.125%
	1.25%
	1.50%
	1.75%
	2.00%
	2.50%

	Applicable Margin for Alternate Base Rate Advances
	0.125%
	0.25%
	0.50%
	0.75%
	1.00%
	1.50%






For purposes of the foregoing, (i) if there is a difference of one level in Reference Ratings of S&P and Moody’s and the higher of such Reference Ratings falls in Level 1, Level 2, Level 3, Level 4 or Level 5, then the higher Reference Rating will be used to determine the pricing level and (ii) if there is a difference of more than one level in Reference Ratings of S&P and Moody’s, the Reference Rating that is one level above the lower of such Reference Ratings will be used to determine the pricing level, unless the lower of such Reference Ratings falls in Level 6, in which case the lower of such Reference Ratings will be used to determine the pricing level.  If there exists only one Reference Rating, such Reference Rating will be used to determine the pricing level.”
(c)The term “Borrower Sublimit” set forth in Section 1.01 is amended by adding the 

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text “, as modified from time to time pursuant to Section 2.06” after the text “such Borrower’s name below”.
(d)The defined term “CEI PUCO Order” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“CEI PUCO Order” means the order of the PUCO, dated December 14, 2011, that authorizes CEI to obtain Extensions of Credit until December 31, 2012, as amended, extended, supplemented, replaced or renewed from time to time.
(e)The term “Commitment” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“‘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 Assumption, 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(a) or increased pursuant to Section 2.06(b).”
(f)The term “Disclosure Documents” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“‘Disclosure Documents’ means (i) FE’s Annual Report on Form 10-K for the year ended December 31, 2011, Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and Current Reports on Form 8-K filed in 2012 prior to May 8, 2012 and (ii) with respect to any Borrower that is required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, such Borrower’s Annual Report on Form 10-K for the year ended December 31, 2011, Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and Current Reports on Form 8-K filed in 2012 prior to May 8, 2012 and (iii) with respect to any Borrower that is not required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, (A) such Borrower’s consolidated balance sheets as of December 31, 2011, and the related consolidated statements of income, retained earnings and cash flows for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, with, in each case (except for Penn), any accompanying notes, all prepared in accordance with GAAP, and (B) the matters described in the portion of Schedule VI hereto applicable to such Borrower as indicated thereon.”
(g)The term “Fee Letters” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“‘Fee Letters’ means (i) the letter agreement, dated as of April 27, 2011, between FE and RBS, (ii) the letter agreement, dated as of April 27, 2011, among the Borrowers, RBS, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A., Barclays Bank PLC, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. and RBS Securities Inc., (iii) the letter agreement, dated as of May 2, 2011, among the Borrowers, Citigroup 

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Global Markets Inc., KeyBank National Association, The Bank of Nova Scotia, Union Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, and (iv) the letter agreement, dated as of April 10, 2012  (the “2012 Amendment Fee Letter”), among the Borrowers, FES, AESC, RBS, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. and RBS Securities Inc., in each case, as amended, modified or supplemented from time to time.”
(h)The term “Fraction” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“‘Fraction’ means, for any Borrower at any time, a fraction, the numerator of which shall be the Borrower Sublimit of such Borrower at such time, and the denominator of which shall be (i) for purposes of Section 2.06(c), the amount of the aggregate Commitments at such time and (ii) for all other purposes, the sum of the Borrower Sublimits of all Borrowers at such time.”
(i)The term “OE PUCO Order” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“OE PUCO Order” means the order of the PUCO, dated December 14, 2011, that authorizes OE to obtain Extensions of Credit until December 31, 2012, as amended, extended, supplemented, replaced or renewed from time to time.
(j)The term “TE PUCO Order” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“TE PUCO Order” means the order of the PUCO, dated December 14, 2011, that authorizes TE to obtain Extensions of Credit until December 31, 2012, as amended, extended, supplemented, replaced or renewed from time to time.
(k)The term “Termination Date” set forth in Section 1.01 is amended and restated in its entirety to read as follows:
“‘Termination Date’ means May 8, 2017, subject, for certain Lenders, to the extension described in Section 2.19 hereof, or, in any case, the earlier date of termination in whole of the Commitments pursuant to Section 2.06 or Section 6.01 hereof.”
(l)Section 2.05(a) is amended and restated in its entirety to read as follows:
“(a)    FE agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the amount of such Lender’s Available Commitment at such time from the date hereof in the case of each Bank and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender until the Termination Date applicable to such Lender, payable on the last day of each March, June, September and December during such period, and on such Termination Date, 

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(i) for the period from June 17, 2011 to but including the date that is one day prior to the Amendment Effective Date, at the rate per annum set forth below determined by reference to the Reference Ratings of FE from time to time in effect:
	
							
	BASIS FOR PRICING
	LEVEL 1
Reference Ratings at least A- by S&P or A3 by Moody’s.
	LEVEL 2
Reference Ratings lower than Level 1 but at least BBB+ by S&P or Baa1 by Moody’s.
	LEVEL 3
Reference Ratings lower than Level 2 but at least BBB by S&P or Baa2 by Moody’s.
	LEVEL 4
Reference Ratings lower than Level 3 but at least BBB- by S&P or Baa3 by Moody’s.
	LEVEL 5
Reference Ratings lower than Level 4 but at least BB+ by S&P or Ba1 by Moody’s.
	LEVEL 6
Reference Ratings lower than BB+ by S&P and Ba1 by Moody’s, or no Reference Ratings.

	Commitment Fee
	0.15%
	0.2%
	0.25%
	0.30%
	0.40%
	0.55%






and (ii) for the period from the Amendment Effective Date to such Termination Date, at the rate per annum set forth below determined by reference to the Reference Ratings of FE from time to time in effect:


	
							
	BASIS FOR PRICING
	LEVEL 1
Reference Ratings at least A- by S&P or A3 by Moody’s.
	LEVEL 2
Reference Ratings lower than Level 1 but at least BBB+ by S&P or Baa1 by Moody’s.
	LEVEL 3
Reference Ratings lower than Level 2 but at least BBB by S&P or Baa2 by Moody’s.
	LEVEL 4
Reference Ratings lower than Level 3 but at least BBB- by S&P or Baa3 by Moody’s.
	LEVEL 5
Reference Ratings lower than Level 4 but at least BB+ by S&P or Ba1 by Moody’s.
	LEVEL 6
Reference Ratings lower than BB+ by S&P and Ba1 by Moody’s, or no Reference Ratings.

	Commitment Fee
	0.125%
	0.175%
	0.225%
	0.275%
	0.35%
	0.50%






For purposes of the foregoing, if (i) there is a difference of one level in Reference Ratings of S&P and Moody’s and the higher of such Reference Ratings falls in Level 1, Level 2, Level 3, Level 4 or Level 5, then the higher Reference Rating will be used to determine the commitment fee, and (ii) there is a difference of more than one level in Reference Ratings of S&P and Moody’s, the Reference Rating that is one level above the lower of such Reference Ratings will be used to determine the commitment fee, unless the lower of such Reference Ratings falls in Level 6, in which case the lower of such Reference Ratings will be used to determine the commitment fee.  If there exists only one Reference Rating, such Reference Rating will be used to determine the commitment fee.”
(m)Section 2.06 is amended and restated in its entirety to read as follows:
“SECTION 2.06.   Adjustment of the Commitments; Borrower Sublimits.
(a)    Commitment Reduction.  The Borrowers 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 portion of the Commitments; provided that each partial reduction shall be in the aggregate amount 

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of $5,000,000 or in an integral multiple of $1,000,000 in excess thereof; provided, further, that the Commitments may not be reduced to an amount that is less than the aggregate Stated Amount of outstanding Letters of Credit.  Subject to the foregoing, any reduction of the Commitments to an amount below $700,000,000 shall also result in a reduction of the L/C Commitment Amount to the extent of such deficit (with automatic reductions in the amount of each L/C Fronting Bank Commitment ratably in proportion to the amount of such reduction of the L/C Commitment Amount).  Each such notice of termination or reduction shall be irrevocable; provided, further, that, if, after giving effect to any reduction of the Commitments, the Swing Line Sublimit or any Borrower Sublimit exceeds the amount of the aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess.  Without limiting subsection (b) below, any Commitment reduced or terminated pursuant to this subsection (a) may not be reinstated.
(b)    Commitment Increase.  (i)  On any date prior to the Termination Date, but no more than once in each calendar year, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 and up to an aggregate amount for all such increases not more than the sum of the aggregate amount of the Commitments on the date of such request plus $500,000,000 (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000.  The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase.  The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii)    Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative 

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Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of FE and each other Borrower, if any, electing to increase its Borrower Sublimit in connection with such Commitment Increase certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of FE and such other Borrower electing to increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FE, such Commitment Increase and, in the case of such other Borrower, such increase in its Borrower Sublimit and (2) all governmental and regulatory authorizations and approvals required to be obtained by FE and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be.
(iii)    Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Pro-Rata Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase).  Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv)    Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
(c)    Borrower Sublimit Increase.  In connection with any Commitment Increase, each Borrower may increase its Borrower Sublimit by an amount equal to its Fraction (calculated as of the date hereof) of such Commitment Increase by delivering a notice to the Administrative Agent requesting such increase.”
(n)Section 2.19(a) is amended by replacing the text “any anniversary of the date of this Agreement (the “Anniversary Date”) but no later than 30 days prior to such anniversary of the Closing Date” with the text “any anniversary of the Amendment Effective Date (the “Anniversary Date”) but no later than 30 days prior to such Anniversary Date”.
(o)The last sentence in Section 4.01(g) is amended and restated in its entirety to read as follows:

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“Except as disclosed in such Borrower’s Disclosure Documents, there has been no change, event or occurrence since December 31, 2011 that has had a Material Adverse Effect with respect to such Borrower.”
(p)Section 8.01 is amended by replacing the first proviso appearing therein beginning with the text “; provided, however, that no amendment” and ending with the text “or (f) amend this Section 8.01 or the definition of ‘Majority Lenders’;” with the following text:
“; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby (other than, in the case of clause (a), (f) or (g) below, any Defaulting Lender), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) change any provision hereof in a manner that would alter the pro rata sharing of payments or the pro rata reduction of Commitments among the Lenders, (d) reduce the principal of, or interest (or rate of interest) on, the Advances or any fees or other amounts payable hereunder, (e) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (f) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, the aggregate undrawn amount of outstanding Letters of Credit or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (g) amend this Section 8.01 or the definition of ‘Majority Lenders’;”.
(q)Section 8.08(d) is amended by replacing the text “clauses (a) through (f) of Section 8.01” appearing in the second paragraph with the text “clauses (a) through (g) of Section 8.01”.
(r)The Credit Agreement and the other Loan Documents are amended by removing all references therein to ATSI as a Borrower, and ATSI shall no longer be a Borrower under the Loan Documents nor have any rights or obligations of a Borrower thereunder, except for those obligations that expressly survive the repayment of all amounts under the Loan Documents or termination of the Commitments.  All Notes issued by ATSI under the Credit Agreement shall be returned to FE for cancellation.
Section 2.   Conditions to Effectiveness of Credit Agreement Amendment.  Section 1 of this amendment (the “Amendment”) shall be effective as of the date hereof when and if (such date being the “Amendment Date”) the following conditions are satisfied:
(a)The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in clause (iv) below), in form and substance satisfactory to the Administrative Agent and with one copy for each Swing Line Lender, each Fronting Bank and each Lender:
(i)    Counterparts of this Amendment, duly executed by each of the Borrowers, the Swing Line Lenders, the Fronting Banks and the Lenders;

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(ii)    Certified copies of the resolutions of the Board of Directors of each Borrower approving this Amendment, the Credit Agreement, as amended by this Amendment, and the other Loan Documents, as amended by this Amendment, to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Amendment, the Credit Agreement, as amended by this Amendment, and such Loan Documents, as amended by this Amendment;
(iii)    A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and each Loan Document, as amended by this Amendment, to which such Borrower 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 Borrower, 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 Borrower’s Approval) required for the due execution, delivery and performance by such Borrower of this Amendment, the Credit Agreement, as amended by this Amendment, and each other Loan Document, as amended by this Amendment, to which such Borrower is, or is to become, a party;
(iv)    Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s EDGAR Database or on FE’s website no later than the Business Day immediately preceding the Amendment Date will be deemed to have been delivered under this clause (iv));
(v)    An opinion of Wendy E. Stark, Associate General Counsel of FE, counsel for the Borrowers, substantially in the form of Exhibit A hereto;
(vi)    An opinion of Akin Gump Strauss Hauer & Feld LLP, special counsel for the Borrowers, substantially in the form of Exhibit B hereto;
(vii)    A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit C hereto; and
(viii)    Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank, such Swing Line Lender or such other Lender (as the case may be).
(b)FE shall have paid all of the fees payable in accordance with the 2012 Amendment Fee Letter.
(c)All amounts payable by ATSI under the Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, and all Letters of Credit issued for the account of ATSI shall have been terminated.

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(d)Each of the representations and warranties in Section 3 of this Amendment shall be true and correct.
Section 3.  Representations and Warranties.  Each Borrower represents and warrants that (i) the representations and warranties of such Borrower contained in Section 4.01 of the Credit Agreement, as amended hereby (with each reference therein to “this Agreement”, “hereunder”, “Loan Document” and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement, as amended hereby), are true and correct on and as of the date hereof as though made on and as of such date (other than, as to any such representation or warranty that by its terms refers to a specific date other than such date, in which case, such representation and warranty shall be true and correct as of such specific date); and (ii) no event has occurred and is continuing, or would result from the execution, delivery or performance by such Borrower of this Amendment or the performance by such Borrower of the Credit Agreement, as amended hereby, that constitutes an Event of Default or an Unmatured Default with respect to such Borrower.
Section 4.  Effect on the Loan Documents.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly set forth herein, operate as a waiver of any right, power or remedy of any Lender, Swing Line Lender or Fronting Bank or the Administrative Agent under the Credit Agreement or any other Loan Document, or constitute a waiver of any provision of the Credit Agreement or any other Loan Document.  Except as expressly set forth herein, each of the Credit Agreement and the other Loan Documents is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.  This Amendment shall constitute a Loan Document and shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.  Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
Section 5.    Costs, Expenses and Taxes.  Each Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, each Fronting Bank and each Swing Line Lender in connection with the preparation, execution, delivery and syndication administration of this Amendment 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, the Fronting Banks and the Swing Line Lenders with respect thereto and with respect to advising the Administrative Agent, the Fronting Banks and each Swing Line Lender as to their rights and responsibilities under this Amendment.  Each Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of counsel), incurred by the Administrative Agent, the Fronting Banks, the Swing Line Lenders and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment 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.

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Section 6.  Counterparts.  This Amendment 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 7.  Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
If you agree to the foregoing, please evidence such agreement by (i) executing and returning one counterpart of this Amendment by facsimile or e-mail to Meredith Grizzle (fax no. 212-556-2222; e-mail mgrizzle@kslaw.com) and (ii) executing and returning five original counterparts to this Amendment by overnight mail to King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, Attention: Meredith Grizzle.
[Remainder of page intentionally left blank.]





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S-1


Very truly yours,


FIRSTENERGY CORP.
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
METROPOLITAN EDISON COMPANY
OHIO EDISON COMPANY
PENNSYLVANIA POWER COMPANY
THE TOLEDO EDISON COMPANY
AMERICAN TRANSMISSION SYSTEMS, INCORPORATED
MONONGAHELA POWER COMPANY
PENNSYLVANIA ELECTRIC COMPANY
THE POTOMAC EDISON COMPANY
WEST PENN POWER COMPANY




By /s/ Steven R. Staub        
Steven R. Staub
Assistant Treasurer






JERSEY CENTRAL POWER & LIGHT COMPANY




By /s/ Randy Scilla        
Randy Scilla
Treasurer

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
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S-2


The undersigned hereby agree to the foregoing:




THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent, as a Lender, as a Fronting Bank and as a Swing Line Lender






By /s/ Andrew N. Taylor    
Name:  Andrew N. Taylor
Title:    Vice President 







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S-__


JPMORGAN CHASE BANK, N.A., as a Lender and as a Fronting Bank






By /s/ Peter Christensen    
Name:  Peter Christensen
Title:    Vice President



Amendment to FirstEnergy Corp. Credit Agreement Signature Page
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S-__


BARCLAYS BANK PLC, as a Lender, as a Fronting Bank and as a Swing Line Lender






By /s/ Alicia Borys    
Name:  Alicia Borys
Title:    Vice President



Amendment to FirstEnergy Corp. Credit Agreement Signature Page
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S-__


BANK OF AMERICA, N.A., as a Lender and as a Fronting Bank






By /s/ Michael Mason        
Name:  Michael Mason
Title:    Director

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
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S-__


CITIBANK, N.A., as a Lender






By /s/ Scott McMutry    
Name:  Scott McMutry
Title:    Vice President

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S-__


KEYBANK NATIONAL ASSOCIATION, as a Lender






By /s/ Sherrie I. Manson    
Name:  Sherrie I. Mason
Title:    Senior Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
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S-__


THE BANK OF NOVA SCOTIA, as a Lender






By /s/ Thane Rattew    
Name:  Thane Rattew
Title:    Execution Head

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
19



S-__


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender and as a Fronting bank






By /s/ Mary Ceseo    
Name:  Mary Ceseo
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
20



S-__


UNION BANK, N.A, as a Lender 






By /s/ Jeff Fesenmaier    
Name:  Jeff Fesenmaier
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
21



S-__


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender






By /s/ Fredrick W. Price    
Name:  Fredrick W. Price
Title:    Managing Director

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
22



S-__


MORGAN STANLEY BANK, N.A., as a Lender 






By /s/ Michael King        
Name:  Michael King
Title:    Authorized Signatory

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
23



S-__


BNP PARIBAS, as a Lender 






By /s/ Francis J. Delaney    
Name:  Francis J. Delaney
Title:    Managing Director




By /s/ Pasquale A. Perraglia IV    
Name:  Pasquale A. Perraglia IV
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
24



S-__


CREDIT SUISSE AG, as a Lender 






By /s/ Doreen Barr    
Name:  Doreen Barr
Title:    Director




By /s/ Alex Verdone    
Name:  Alex Verdone
Title:    Associate

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
25



S-__


ROYAL BANK OF CANADA, as a Lender 






By /s/ Kyle E. Hoffman    
Name:  Kyle E. Hoffman
Title:    Authorized Signatory

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
26



S-__


UBS AG, STAMFORD BRANCH, as a Lender 






By /s/ Irja R. Otsa    
Name:  Irja R. Otsa
Title:    Associate Director




By /s/ Mary E. Evans    
Name:  Mary E. Evans
Title:    Associate Director

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
27



S-__


MIZUHO CORPORATE BANK, LTD., as a Lender 






By /s/ Leon Mo    
Name:  Leon Mo
Title:    Authorized Signatory

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
28



S-__


PNC BANK, NATIONAL ASSOCIATION, as a Lender 






By /s/ Christian S. Brown    
Name:  Christian S. Brown
Title:    Senior Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
29



S-__


SUMITOMO MITSUI BANKING CORP., as a Lender






By /s/ Shuji Yabe        
Name:  Shuji Yabe
Title:    Managing Director

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
30



S-__


U.S. BANK, N.A., as a Lender 






By /s/ Eric J. Cosgrove    
Name:  Eric J. Cosgrove
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
31



S-__


THE BANK OF NEW YORK MELLON, as a Lender 






By /s/ Richard K. Fronapfel, Jr.    
Name:  Richard K. Fronapfel, Jr.
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
32



S-__


COBANK, ACB, as a Lender 






By /s/ Josh Batchelder    
Name:  Josh Batchelder
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
33



S-__


BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender 






By /s/ Nietzsche Rodricks    
Name:  Nietzsche Rodricks
Title:    Executive Director




By /s/ Paul Rodriguez        
Name:  Paul Rodriguez
Title:    Vice President

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
34



S-__


CIBC INC., as a Lender 






By /s/ Robert Casey        
Name:  Robert Casey
Title:    CIBC Inc.
      Authorized Signatory




By /s/ Eoin Roche        
Name:  Eoin Roche
Title:    CIBC Inc.
      Authorized Signatory

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
35



S-__


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender 






By /s/ Darrell Stanley    
Name:  Darrell Stanley
Title:    Managing Director




By /s/ Sharanda Manne        
Name:  Sharanda Manne
Title:    Managing Director

Amendment to FirstEnergy Corp. Credit Agreement Signature Page
36



S-__


THE HUNTINGTON NATIONAL BANK, as a Lender 






By /s/ Brian H. Gallagher    
Name:  Brian H. Gallagher
Title:    Senior Vice President







Amendment to FirstEnergy Corp. Credit Agreement Signature Page
37





EXHIBIT A
Form of Opinion of Wendy E. Stark, Associate General Counsel of FE




[LETTERHEAD OF FIRSTENERGY CORP.]
May 8, 2012
 
To the Banks party to the within-mentioned Credit Agreement,  
The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, 
the fronting banks party thereto and the swing line lenders party thereto


Re:        Amendment to Credit Agreement, dated as of May 8, 2012
 
Ladies and Gentlemen:
I am Associate General Counsel for FirstEnergy Service Company and have acted as counsel to FirstEnergy Corp. (“FE”) and FE’s subsidiaries, The Cleveland Electric Illuminating Company, an Ohio corporation (“CEI”), Metropolitan Edison Company, a Pennsylvania corporation (“Met-Ed”), Ohio Edison Company, an Ohio corporation (“OE”), Pennsylvania Power Company, a Pennsylvania corporation (“Penn”), The Toledo Edison Company, an Ohio corporation (“TE”), American Transmission Systems, Incorporated, an Ohio corporation (“ATSI”), Monongahela Power Company, an Ohio corporation (“MP”), Pennsylvania Electric Company, a Pennsylvania corporation (“Penelec”) and West Penn Power Company, a Pennsylvania corporation (“West-Penn”, and together with FE, CEI, Met-Ed, OE, Penn, TE, ATSI, MP and Penelec, the “Specified Borrowers” and each a “Specified Borrower”), in connection with the execution and delivery of the Amendment, dated as of May 8, 2012 (the “Amendment”), to the Credit Agreement, dated as of June 17, 2011 (the “Original Credit Agreement”, and as amended by the Amendment, the “Credit Agreement”), among the Specified Borrowers, Jersey Central Power & Light Company (“JCP&L”), The Potomac Edison Company (“PE”), the banks party thereto, The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, the fronting banks party thereto and the swing line lenders party thereto.  Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.  This letter is being furnished to you pursuant to Section 2(a)(v) of the Amendment.  The Amendment and the Credit Agreement are sometimes referred to in this letter collectively as the “Loan Documents” and each individually as a “Loan Document”.
For purposes of this letter, I, or persons under my supervision or control, have reviewed executed originals or copies of executed originals of the Amendment and the Original Credit Agreement.  I, or persons under my supervision or control, have also reviewed originals or copies of the Approvals and such corporate records and other documents and matters and have made such investigation of fact and law as I, or persons under my supervision or control have considered relevant or necessary as a basis for this letter.  In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials 

1




submitted to us as originals, the genuineness of all signatures (other than those on behalf of the Specified Borrowers) and the legal capacity of all natural persons. 
I have also assumed (a) the due organization, valid existence and good standing under the laws of its jurisdiction of incorporation of each party (other than the Specified Borrowers) to each Loan Document, (b) the legal capacity of natural persons, (c) the corporate or other power and due authorization of each Person (other than the Specified Borrowers) not a natural person to execute, deliver and perform its obligations under each Loan Document to which it is a party, (d) the due execution, delivery and performance of each Loan Document by each party thereto (other than the Specified Borrowers), and (e) that each Loan Document constitutes the valid and binding obligation of each party thereto, enforceable against such party in accordance with its terms.  As to various questions of fact relevant to this letter, I have relied, without independent investigation, upon certificates of public officials, certificates of officers of the Specified Borrowers and representations and warranties of the Specified Borrowers contained in the Credit Agreement.
I am a member of the Bars of the State of Ohio and the Commonwealth of Pennsylvania, and, for purposes of this letter, I do not hold myself out as an expert on the laws of any jurisdiction other than the laws of the State of Ohio and the Commonwealth of Pennsylvania. I express no opinion herein as to the application or effect of the laws of any jurisdiction other than the laws of the State of Ohio or the Commonwealth of Pennsylvania.  The phrase “any applicable law of the State of Ohio or the Commonwealth of Pennsylvania” and similar phrases refers to, in my experience, the laws of the State of Ohio or the Commonwealth of Pennsylvania generally applicable to transactions of the type contemplated under each Loan Document, and specifically excludes (i) laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof; (ii) zoning, land use, building and construction laws; and (iii) any environmental, labor, tax, pension, employee benefit, antiterrorism, money laundering, insurance, antitrust, securities or intellectual property laws.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that: 
1.Each Specified Borrower is a corporation existing and in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business as a foreign corporation in and is in good standing under the laws of each other 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, and has all corporate powers to carry on its business as now conducted and to maintain and operate its property and business.
2.No Governmental Action is or will be required under applicable laws of the State of Ohio or the Commonwealth of Pennsylvania for (a) the execution or delivery by any Specified Borrower of the Amendment or the performance by any Specified Borrower of its obligations under the Loan Documents or (b) the consummation by any Specified Borrower of any transaction contemplated by the Loan Documents, other than (1) the CEI PUCO Order, the OE PUCO Order and the TE PUCO Order, which are in full force and effect as of the date hereof, (2) such Governmental Action as may be required as a condition to the exercise by any Specified Borrower of its rights under Section 2.06(b) or Section 2.07 of the Credit Agreement and (3) such Governmental 

2




Action as may be required after the date hereof in connection with the performance by the Specified Borrowers of the general covenants set forth in Sections 5.01(a) and (b) of the Credit Agreement. 
3.Neither the execution or delivery by each Specified Borrower of the Amendment, nor the performance by such Specified Borrower of its obligations under the Loan Documents, the consummation by such Specified Borrower of the transactions contemplated by any such Loan Document, and compliance by such Specified Borrower  with the provisions thereof, will result in (i) a breach or default of any of the provisions of the Organizational Documents of such Specified Borrower, (ii) a breach or default of the CEI PUCO Order, the OE PUCO Order or the TE PUCO Order, (iii) a breach or default of any applicable law of the State of Ohio or the Commonwealth of Pennsylvania, (iv) a breach or default of any indenture, mortgage, lease or any other agreement or instrument to which any Specified Borrower is a party or by which any of its property is bound, or (v) the creation or imposition of any Lien upon any property of such Specified Borrower, except in the case of each of (iii), (iv) and (v) to the extent such breach or default, or creation or imposition of any such Lien, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to such Specified Borrower.
4.Neither the execution or delivery by JCP&L or PE of the Amendment, nor the performance by JCP&L or PE of its obligations under such Loan Documents to which it is a party, the consummation by JCP&L or PE of the transactions contemplated by any such Loan Document, and compliance by JCP&L or PE with the provisions thereof, will result in (i) a breach or default of any indenture, mortgage, lease or any other agreement or instrument to which JCP&L or PE is a party or by which any of its property is bound or (ii) the creation or imposition of any Lien upon any property of JCP&L or PE, except in the case of each of (i) and (ii) to the extent such breach or default, or creation or imposition of any such Lien, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to JCP&L or PE.
5.The execution and delivery by each Specified Borrower of the Amendment and performance by such Specified Borrower of each of the Loan Documents to which it is a party are within its corporate powers, have been duly authorized by all necessary corporate action on the part of such Specified Borrower and do not, and will not, require the consent or approval of such Specified Borrower’s shareholders, other than such consents and approvals as have been obtained, given or accomplished.
6.The Amendment delivered on the date hereof by any Specified Borrower has been executed and delivered by each Specified Borrower.
Except as disclosed in any Borrower’s Disclosure Documents, there is no pending or, to the best of my knowledge, threatened action or proceeding affecting directly such Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that would reasonably be expected to have a material adverse effect on such Borrower’s ability to perform its obligations under the Loan Documents to which it is a party.
The opinions set forth herein are qualified in their entirety and subject to the following:

3




A.No examination has been made of, and no opinion is expressed as to the effect of, any zoning ordinance or permit pertaining to the authority of the Borrowers to operate their properties or conduct their businesses.
B.I also express no opinion with respect to the following:
(i)    the financial condition or solvency of any Borrower;
(ii)    the compliance of the Credit Agreement or any other Loan Document or the transactions contemplated thereby with, or the effect of any of the foregoing with respect to, Federal and state securities laws, rules and regulations;
(iii)    the compliance of the transactions contemplated by the Loan Documents with any regulations or governmental requirements applicable to any Person other than the Borrowers; and
(iv)    the financial ability of the Borrowers or the ability (financial or otherwise) of any other Person to meet their respective obligations under the Loan Documents.
C.This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Borrowers or any other Person, or any other circumstance occurring after the date hereof.
D.I have assumed that no fraud, dishonesty, forgery, coercion, duress or breach of fiduciary duty exists with respect to any of the matters relevant to this letter.
E.This letter is limited to the matters expressly set forth herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.
F.This letter is solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Loan Documents and may not be relied on by the addressees hereof for any other purpose or furnished or quoted to or relied on by any other Person (other than the permitted successors and assigns of such addressees under the Credit Agreement) for any purpose without my prior written consent; provided, however, a copy of this opinion may be provided to (i) counsel for the addressees hereof, (ii) your auditors and (iii) regulatory agencies having jurisdiction over you.
Respectfully submitted, 
 
 
 
Wendy E. Stark 
Associate General Counsel

4




EXHIBIT B
Form of Opinion of Akin Gump Strauss Hauer & Feld LLP






May 8, 2012




To the Banks party to the within-mentioned Credit Agreement,  
The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder,  
the fronting banks party thereto and the swing line lenders party thereto


Re:    Amendment to Credit Agreement, dated as of May 8, 2012
Ladies and Gentlemen:


We have acted as special New York counsel to FirstEnergy Corp., an Ohio corporation (“FE”), and its subsidiaries, The Cleveland Electric Illuminating Company, an Ohio corporation (“CEI”), Metropolitan Edison Company, a Pennsylvania corporation (“Met-Ed”), Ohio Edison Company, an Ohio corporation (“OE”), Pennsylvania Power Company, a Pennsylvania corporation (“Penn”), The Toledo Edison Company, an Ohio corporation (“TE”), American Transmission Systems, Incorporated, an Ohio corporation (“ATSI”), Jersey Central Power & Light Company, a New Jersey corporation (“JCP&L”), Monongahela Power Company, an Ohio  corporation (“MP”), Pennsylvania Electric Company, a Pennsylvania corporation (“Penelec”), The Potomac Edison Company, a Maryland and Virginia corporation (“PE”) and West Penn Power Company, a Pennsylvania corporation (together with FE, CEI, Met-Ed, OE, Penn, TE, ATSI, JCP&L, MP, Penelec and PE, the “Borrowers” and each a “Borrower”), in connection with the execution and delivery of the Amendment, dated as of May 8, 2012 (the “Amendment”), to the Credit Agreement, dated as of June 17, 2011 (the “Original Credit Agreement”, and as amended by the Amendment, the “Credit Agreement”), among the Borrowers, the banks party thereto, The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, the fronting banks party thereto and the swing line lenders party thereto.  Capitalized terms used but not defined in this letter have the meanings assigned to them in the Credit Agreement.  This letter is being furnished to you at the request of the Borrowers pursuant to Section 2(a)(vi) of the Amendment.  The Amendment and the Credit Agreement are sometimes referred to in this letter collectively as the “Loan Documents” and each individually as a “Loan Document”.
In connection with this letter, we have reviewed executed originals or copies of executed originals of the Amendment and the Original Credit Agreement.  We have also reviewed copies of the Regulatory Orders (defined below) and originals or certified copies of such corporate records of each Borrower and other certificates and documents of officials of each Borrower and certain of their affiliates, public officials and others as we have deemed appropriate for purposes of this letter, and relied upon them to the extent we deem appropriate. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials, certificates of officers of each Borrower, and representations and warranties of each Borrower contained in the Loan Documents.  In addition, we have made no inquiry of any Borrower or any 

1




other Person (including Governmental Authorities) regarding any judgments, orders, decrees, franchises, licenses, certificates, registrations, permits or other public records or agreements to which any Borrower is a party other than those described herein, and our knowledge of any such matters is accordingly limited. 
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed (i) the due organization, valid existence and good standing under the laws of its jurisdiction of incorporation of each party to each Loan Document, (ii) the legal capacity of natural persons, (iii) the corporate or other power and due authorization of each Person not a natural person to execute, deliver and perform its obligations under each Loan Document to which it is a party, (iv) the due execution and delivery of each Loan Document by all parties thereto, (v) that each Loan Document constitutes the valid and binding obligation of each party thereto (other than the Borrowers), enforceable against such party in accordance with its terms, (vi) that the execution, delivery and performance by each party to the Loan Documents do not, and will not, require the consent or approval of its shareholders, other than such consents and approvals as have been duly obtained, given or accomplished and are in full force and effect and will not result in (a) a breach or violation of, or conflict with, any of the provisions of its Organizational Documents or (b) a breach of or default under, or conflict with, any of the provisions of any indenture, mortgage, lease or other agreement or instrument to which it is a party or (c) a breach or violation of, or conflict with, any law (other than, in the case of any Borrower, any Included Law (as defined herein)) or any order, rule, regulation or determination of any Governmental Authority applicable to it (other than, in the case of any Borrower, its Regulatory Order), (vii) that all required Governmental Action (other than, in the case of any Borrower, under any Included Law) for the execution and delivery by each party to any Loan Document, the performance by it of its obligations thereunder or the consummation by it of any transaction contemplated thereby have been obtained or taken and (viii) that the Approvals (other than the Met-Ed FERC Order, the Penn FERC Order, the JCP&L FERC Order, the MP FERC Order, the Penelec FERC Order, the PE FERC Order and the West-Penn FERC Order (collectively, the “Regulatory Orders”)) are in full force and effect. We also note that, under their applicable Regulatory Orders as currently in effect, certain Borrowers may not borrow up to their respective full Borrower Sublimits. Accordingly, we have assumed that Borrowings by any Borrower shall not at any time exceed amounts authorized by its Regulatory Order as then in effect.
In addition, we have also assumed that other than the Amendment, there are no documents or agreements (whether oral or written) between the parties which in any way supplement, modify, amend, alter, conflict with, terminate, or revoke the terms of the Original Credit Agreement. We have also assumed that the terms of the Original Credit Agreement remain in full force and effect (except as amended pursuant to the Amendment) and that no course of dealing or other acts or omissions by the parties to the Original Credit Agreement have occurred that would impair in any respect the enforceability of the Original Credit Agreement in accordance with its terms.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that: 

2




		
	1.
	No Governmental Action is or will be required under any Included Law for the due execution and delivery by each Borrower of the Amendment or the performance by it of its obligations under each Loan Document to which it is a party, other than (i) the Regulatory Orders, each of which is in full force and effect as of the date hereof, and (ii) such Governmental Action as may be required after the date hereof in connection with the performance by such Borrower of the general covenants set forth in Sections 5.01(a) and (b) of the Credit Agreement.


		
	2.
	The execution and delivery by each Borrower of the Amendment does not, and the performance by such Borrower of its obligations under each Loan Document to which it is a party will not, result in a breach or violation of any Included Law or any of the Regulatory Orders.


		
	3.
	Each of the Amendment and the Credit Agreement constitutes a valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms.


The opinions set forth herein are qualified in their entirety and subject to the following:
A.    We express no opinion as to the Laws (as defined below) of any jurisdiction other than the Included Laws.  We have made no special investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”), other than a review of (i) the Laws of the State of New York, and (ii) the Federal Laws of the United States of America.  For purposes of this letter, the term “Included Laws” means the items described in clauses (i) and (ii) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated by the Loan Documents.  The term Included Laws specifically excludes (i) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof; (ii) zoning, land use, building and construction Laws; (iii) Federal Reserve Board margin regulations; and (iv) any environmental, labor, tax, pension, employee benefit, antiterrorism, money laundering, insurance, antitrust, securities or intellectual property Laws.
B.    When used in this letter, the phrases “known to us”, “to our knowledge” and similar phrases (i) mean the conscious awareness of facts or other information by (a) the lawyer in our firm who signed this letter, (b) any lawyer in our firm actively involved in negotiating and preparing the Loan Documents and (c) solely as to information relevant to a particular opinion, issue or confirmation regarding a particular factual matter, any lawyer in our firm who is primarily responsible for providing the response concerning that particular opinion, issue or confirmation and (ii) do not require or imply (a) any examination of this firm’s, such lawyer’s or any other Person’s files, (b) that any inquiry be made of the client, any lawyer (other than the lawyers described above), or any other Person or (c) any review or examination of any agreements, documents, certificates, instruments or other papers (including, but not limited to, the exhibits and schedules to the Loan Documents and the various papers referred to in or contemplated by the Loan Documents and the respective exhibits and schedules thereto) other than the Loan Documents.
C.    The matters expressed in this letter are subject to and qualified and limited by (i) 

3




applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally from time to time in effect; (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) principles of commercial reasonableness and unconscionability and an implied covenant of good faith and fair dealing; (iv) the power of the courts to award damages in lieu of equitable remedies; and (v) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.  Although it appears that the requirements of Section 5-1401 of the New York General Obligations Law have been met, we express no opinion on whether the choice of law provision in Section 7 of the Amendment or Section 8.09 of the Credit Agreement would raise any issues under the United States constitution or in equity that would affect whether courts in New York would enforce the choice of New York law to govern the Amendment or the Credit Agreement. We have also assumed that the choice of law of the State of New York as the governing law of the Amendment and the Credit Agreement would not result in a violation of an important public policy of another state having greater contacts with the transactions contemplated by the Loan Documents than the State of New York.
D.    This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to any Borrower or any other Person, or any other circumstance occurring after the date hereof.  This letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.
E.    We have assumed that no fraud, dishonesty, forgery, coercion, duress or breach of fiduciary duty exists with respect to any of the matters relevant to this letter.
F.    We express no opinion as to (i) the compliance of the transactions contemplated by the Loan Documents with any Laws applicable to any Person other than the Borrowers; (ii) the financial condition or solvency of any Borrower; (iii) the ability (financial or otherwise) of any Borrower or any other Person to meet its obligations under the Loan Documents; (iv) the compliance of the Loan Documents or the transactions contemplated thereby with, or the effect on any of the opinions expressed herein of, the antifraud provisions of Federal and state securities Laws; (v) the conformity of the Loan Document to any term sheet or commitment letter; or (vi) any provision of any Loan Document which would, to the extent not permitted by applicable Law, restrict, waive access to or vary legal or equitable remedies or defenses (including, but not limited to, a right to notice of and hearing on matters relating to prejudgment remedies, service of process, proper jurisdiction and venue, forum non conveniens and the right to trial by jury) or the right to collect damages (including, but not limited to, actual, consequential, special, indirect, incidental, exemplary and punitive damages).
G.    For purposes of this letter, the phrase “transactions of the type contemplated by the Loan Documents” and similar phrases mean (i) the making of Advances and the issuance of Letters of Credit by the banks party to the Credit Agreement and (ii) the performance by the Borrowers of their respective obligations under the Loan Documents.

4




H.    This letter is solely for your benefit, and no other Person (other than your permitted successors and assigns under the Credit Agreement) shall be entitled to rely upon this letter.  Without our prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished or otherwise disclosed to or used by any other Person, provided, however, a copy of this opinion may be provided to (i) counsel for the addressees hereof, (ii) your auditors and (iii) regulatory agencies having jurisdiction over you.
Very truly yours,






AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.









5




EXHIBIT C
Form of Opinion of
Special New York Counsel to the Administrative Agent






May 8, 2012
The Royal Bank of Scotland plc, as administrative agent, the fronting banks, the swing line lenders and the lenders party to the Credit Agreement referred to below
Re:    FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan     Edison Company, Ohio Edison Company, Pennsylvania Power Company, The     Toledo Edison Company, Jersey Central Power & Light Company,     Monongahela Power Company, Pennsylvania Electric Company, The Potomac     Edison Company and West Penn Power Company
Ladies and Gentlemen:
We have acted as special New York counsel to The Royal Bank of Scotland plc, individually and as administrative agent (the “Administrative Agent”), in connection with the preparation, execution and delivery of the Amendment, dated as of May 8, 2012 (the “Amendment”), to the Credit Agreement, dated as of June 17, 2011 (the “Original Credit Agreement”, and as amended by the Amendment, the “Credit Agreement”), among FirstEnergy Corp., an Ohio corporation, The Cleveland Electric Illuminating Company, an Ohio corporation, Metropolitan Edison Company, a Pennsylvania corporation, Ohio Edison Company, an Ohio corporation, Pennsylvania Power Company, a Pennsylvania corporation, The Toledo Edison Company, an Ohio corporation, American Transmission Systems, Incorporated, a an Ohio corporation, Jersey Central Power & Light Company, a New Jersey corporation, Monongahela Power Company, an Ohio corporation, Pennsylvania Electric Company, a Pennsylvania corporation, The Potomac Edison Company, a Maryland and Virginia corporation and West Penn Power Company, a Pennsylvania corporation, The Royal Bank of Scotland plc, as Administrative Agent for the Lenders thereunder, the fronting banks party thereto, the swing line lenders party thereto and the Lenders party thereto.  Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined.  This opinion letter is being delivered pursuant to Section 2(a)(vii) of the Amendment.
In that connection, we have examined (i) counterparts of the Amendment and the Original Credit Agreement (collectively, the “Opinion Documents”), each executed by the Borrowers, ATSI, the Lenders, the Swing Line Lenders, the Administrative Agent and the Fronting Banks, and (ii) 

1




the other documents furnished to the Administrative Agent pursuant to Section 2(a) of the Amendment, including (without limitation) the opinions of (i) Wendy E. Stark, Associate General Counsel of FE, counsel to the Borrowers, (ii) DLA Piper LLP (US), special counsel to PE, (iii) Hunton & Williams LLP, special counsel to PE, (iv) Morgan, Lewis & Bockius LLP, special counsel to JCP&L, and (v) Akin Gump Strauss Hauer & Feld LLP, special counsel to the Borrowers (collectively, the “Borrowers’ Counsel Opinions”).
In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the parties executing such documents and the conformity to the originals of all such documents submitted to us as copies.  We have also assumed that each of the Lenders, the Swing Line Lenders, the Fronting Banks and the Administrative Agent has duly executed and delivered, with all necessary power and authority (corporate and otherwise), each Opinion Document to which such Person is stated to be a party.  We have further assumed that you have evaluated, and are satisfied with, the creditworthiness of the Borrowers and the business and financial terms evidenced by the Loan Documents.
To the extent that our opinions expressed below involve conclusions as to matters governed by law other than the law of the State of New York and the Federal law of the United States, we have relied upon the Borrowers’ Counsel Opinions and have assumed without independent investigation the correctness of the matters set forth therein, our opinions expressed below being subject to the assumptions, qualifications and limitations set forth in the Borrowers’ Counsel Opinions.  As to matters of fact, we have relied solely upon the documents we have examined.  We note that we do not represent the Borrowers, and accordingly, are not privy to the nature or character of their business.  Accordingly, we have assumed that the Borrowers are subject only to statutes, rules, regulations, judgments, orders and other requirements of law generally applicable to corporations doing business in the State of New York.
Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that:
		
	(i)
	Each of the Amendment and the Credit Agreement is the legal, valid and binding obligation of each Borrower enforceable against such Borrower in accordance with its terms.


		
	(ii)
	While we have not independently considered the matters covered by the Borrowers’ Counsel Opinions to the extent necessary to enable us to express the conclusions stated therein, each of the Borrowers’ Counsel Opinions and the other documents furnished to the Administrative Agent pursuant to Section 2(a) of the Amendment are substantially responsive to the corresponding requirements set forth in Section 2(a) of the Amendment pursuant to which the same have been delivered.


Our opinions are subject to the following qualifications:

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	(a)
	Our opinion in paragraph (i) above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar law affecting creditors’ rights generally.


		
	(b)
	Our opinion in paragraph (i) above is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).


		
	(c)
	We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties in the circumstances in question is determined to have constituted negligence.


		
	(d)
	We express no opinion herein as to (i) Section 8.06 of the Credit Agreement, (ii) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (iii) the availability of specific performance or other equitable remedies, (iv) the enforceability of rights to indemnity under Federal or state securities laws and (v) the enforceability of waivers by parties of their respective rights and remedies under law.


		
	(e)
	Our opinion in paragraph (i) is limited to the law of the State of New York and the Federal law of the United States, and we do not express any opinion herein concerning any other law.  Without limiting the generality of the foregoing, we express no opinion as to the effect of the law of any jurisdiction other than the State of New York wherein any Lender may be located or wherein enforcement of the Credit Agreement may be sought that limits the rates of interest legally chargeable or collectible.


		
	(f)
	In connection with any provision of the Credit Agreement whereby any Borrower submits to the jurisdiction of any court of competent jurisdiction, we note the limitations of 28 U.S.C. §§1331 and 1332 on Federal court of jurisdiction.


This opinion letter speaks only as of the date hereof, and we expressly disclaim any responsibility to advise you of any development or circumstance, including changes of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.  This opinion letter is furnished to the addressees hereof solely in connection with the transactions contemplated by the Credit Agreement, is solely for the benefit of the addressees hereof and may not be relied upon by any other Person or for any other purpose without our prior written consent.  Notwithstanding the foregoing, this opinion letter may be relied upon by any Person that becomes a Lender after the date hereof in accordance with the provisions of the Credit Agreement as if this opinion letter were addressed and delivered to such Person on the date hereof.  Any such reliance must be actual and reasonable under the circumstances existing at the time such Person becomes a Lender, taking into account any changes in law or facts and any other developments known to or 

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reasonably knowable by such Person at such time.


Very truly yours,




MEO:kty:mg



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