Waiver and Consent - Bank of America, N.A.


 Exhibit 10.1 
 February 24, 2010 
 Allegheny Energy Supply Company, LLC 
 800 Cabin Hill Drive 
 Greensburg, PA 15601

  

	 	Re:	Consent and Waiver for Credit Agreement, dated as of September 24, 2009 

 Ladies and Gentlemen: 
 Reference is made to that certain Credit Agreement, dated
as of September 24, 2009 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), by and among Allegheny Energy Supply Company, LLC (the “Borrower”), each of the Initial
Lender Parties referred to therein, Bank of America, N.A., as Administrative Agent, and the other parties thereto. Capitalized terms used herein but not defined herein have the respective meanings set forth in the Credit Agreement. 
 The Borrower has advised the Lenders that Allegheny Energy, Inc. (the “Parent”) proposes to enter into a transaction among the
Parent, FirstEnergy Corp. (“FirstEnergy”) and Element Merger Sub, Inc. (“Merger Sub”, a wholly owned subsidiary of FirstEnergy), whereby in a stock for stock exchange transaction, the Parent would be merged into Merger Sub, with
the Parent surviving as a wholly-owned subsidiary of FirstEnergy (the “Proposed Transaction”). The undersigned Lenders, comprising the Required Lenders, hereby consent to the Proposed Transaction and agree to waive any Default or Event of
Default that would arise as a result of a Change of Control under the Credit Agreement in connection with the Proposed Transaction. 
 Except as expressly set forth above, all terms and conditions of the Credit Agreement and the other Financing Documents remain unchanged and in full force and effect and are hereby in all respects ratified and confirmed. Each of the waivers
set forth above is strictly limited to the event indicated above, and no such waiver constitutes a waiver, consent or amendment with respect to any other matter whatsoever. This letter agreement is solely for the benefit of the parties hereto, and
no provision of this letter agreement shall be deemed to confirm upon any third party any claim, remedy, cause of action or other right. 
 The Borrower hereby represents and warrants that, as of the date hereof, no Default has occurred and is continuing. 
 This letter 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. Delivery of an executed counterpart of a signature page to this letter agreement by telecopier shall be effective as delivery of a manually executed counterpart of this letter
agreement. 






 The Borrower shall pay a consent fee to each Lender that executes and delivers this letter
agreement on or before February 26, 2010, such fee to be equal to the product of (i) 0.025% and (ii) the sum (without duplication) of the outstanding principal amounts of such Lender’s outstanding Advances and its Commitments.

 This letter agreement shall become binding and effective as of the date first above written upon receipt by the
Administrative Agent of counterparts hereof executed by the Borrower and the Required Lenders. This letter agreement is subject to the provisions of Section 8.01 of the Credit Agreement. 
 This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 Please evidence your agreement to the foregoing by signing and returning a counterpart of this amendment letter to the Borrower. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







			
	BANK OF AMERICA, N.A. as Administrative Agent and Lender
		
	By:	 	 /s/ Jacob Dowden

		 	Name: Jacob Dowden
		 	Title: Vice President









			
	BARCLAYS BANK PLC, as Lender
		
	By:	 	 /s/ Sam Yoo

		 	Name: Sam Yoo
		 	Title: Asst Vice President


  







			
	BNP PARIBAS, as Lender
		
	By:	 	 /s/ Pasquale A. Perraglia IV

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

		 	Name: Francis J. Delaney
		 	Title: Managing Director









			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender
		
	By:	 	 /s/ Bradford Joyce

		 	Name: Bradford Joyce
		 	Title: Authorized Signatory









			
	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender
		
	By:	 	 /s/ Kelly Wilson

		 	Name: Kelly Wilson
		 	Title: Vice President
		
	By:	 	 /s/ Gerard A. Araw

		 	Name: Gerard A. Araw
		 	Title: Assistant Vice President









			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f.k.a. Credit Suisse, Cayman Islands Branch), as Lender
		
	By:	 	 /s/ Rianka Mohan

		 	Name: Rianka Mohan
		 	Title: Vice President
		
	By:	 	 /s/ Kevin Buddhdew

		 	Name: Kevin Buddhdew
		 	Title: Associate









			
	DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender
		
	By:	 	 /s/ Rainer Meier

		 	Name: Rainer Meier
		 	Title: Director
		
	By:	 	 /s/ Ming K. Chu

		 	Name: Ming K. Chu
		 	Title: Vice President









			
	FIFTH THIRD BANK, as Lender
		
	By:	 	 Jim Janovsky

		 	Name: Jim Janovsky
		 	Title: Vice President









			
	GOLDMAN SACHS BANK USA, as Lender
		
	By:	 	 /s/ Andrew Caditz

		 	Name: Andrew Caditz
		 	Title: Authorized Signatory









			
	JPMORGAN CHASE BANK, N.A., as Lender
		
	By:	 	 /s/ Juan Javellana

		 	Name: Juan Javellana
		 	Title: Vice President









			
	KEYBANK NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ Sherrie I. Manson

		 	Name: Sherrie I. Manson
		 	Title: Senior Vice President









			
	 MORGAN STANLEY BANK, N.A., as Lender

		
	 By:
	 	 /s/ Ryan Vetsch

		 	 Name: Ryan Vetsch

		 	 Title: Authorized Signatory










			
	PNC BANK, NATIONAL ASSOCIATION, as Lender
		
	 By:
	 	 /s/ Tracy J. DeCoch

		 	 Name: Tracy J. Decoch

		 	 Title: Vice President










			
	 THE BANK OF NOVA SCOTIA, as Lender

		
	 By:
	 	 /s/ Thane Rattew

		 	 Name: Thane Rattew

		 	 Title: Managing Director










			
	THE HUNTINGTON NATIONAL BANK, as Lender
		
	By:	 	 /s/ W. Christopher Kohler

		 	Name: W. Christopher Kohler
		 	Title: Vice President









			
	UNION BANK, N.A., as Lender
		
	By:	 	 /s/ Jesus Serrano

		 	Name: Jesus Serrano
		 	Title: Vice President









			
	U.S. BANK NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ Paul Vestola

		 	Name: Paul Vastola
		 	Title: Vice President









			
	BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH, as Lender
		
	By:	 	 /s/ Shelley He

		 	Name: Shelley He
		 	Title: Deputy General Manager









			
	FIRST COMMERCIAL BANK, NEW YORK AGENCY, as Lender
		
	By:	 	 /s/ May Hsiao

		 	Name: May Hsiao
		 	Title: Assistant General Manager









			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a CALYON (NEW YORK BRANCH), as Lender
		
	By:	 	 /s/ Dixon Schultz

		 	Name: Dixon Schultz
		 	Title: Director









			
	TAIWAN BUSINESS BANK, as Lender
		
	By:	 	 /s/ Alex Wang

		 	Name: Alex Wang
		 	Title: S.V.P. & General Manager









			
	TAIWAN COOPERATIVE BANK, LOS ANGELES BRANCH, as Lender
		
	By:	 	 /s/ Li-Hua Huang

		 	Name: Li Hua-Huang
		 	Title: AVP & General Manager









			
	ACKNOWLEDGED AND AGREED TO
	on the date first written above
	
	ALLEGHENY ENERGY SUPPLY COMPANY, LLC
		
	By:	 	 /s/ Barry E. Pakenham

	Name:	 	Barry E. Pakenham
	Title:	 	Treasurer