Waiver and Consent - Citicorp North America, Inc.


 Exhibit 10.2 
 February 24, 2010 
 Allegheny Energy, Inc. 
 Allegheny Energy Supply Company, LLC 
 800 Cabin
Hill Drive 
 Greensburg, PA 15601 
 Re: Consent and Waiver for Credit Agreement, dated as of May 22, 2006 
 Ladies and Gentlemen:

 Reference is made to that certain Credit Agreement, dated as of May 22, 2006 (as amended, restated, supplemented or
otherwise modified through the date hereof, the “Credit Agreement”), by and among Allegheny Energy, Inc. and Allegheny Energy Supply Company, LLC (the “Borrowers”), each of the Initial Lender Parties referred to therein, Citicorp
North America, Inc., 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 Borrowers have 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 either (i) a Change of Control or (ii) a breach or violation of Section 5.02(d) 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 Loan 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 Borrowers hereby represent and warrant 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 Borrowers 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 Borrowers 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 Borrowers.

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	CITICORP NORTH AMERICA, INC., as Administrative Agent and as a Lender
		
	By:	 	 /s/ Maureen Maroney

		 	Name:	 	Maureen Maroney
		 	Title:	 	Authorized Signatory









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

		 	Name:	 	Jacob Dowden
		 	Title:	 	Vice President









					
	THE BANK OF NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Thane Rattew

		 	Name:	 	Thane Rattew
		 	Title:	 	Managing Director









					
	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









					
	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. 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









					
	GOLDMAN SACHS CREDIT PARTNERS, L.P., as Lender
		
	By:	 	 /s/ Andrew Caditz

		 	Name:	 	Andrew Caditz
		 	Title:	 	Authorized Signatory









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

		 	Name:	 	Juan Javellana
		 	Title:	 	Vice President









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

		 	Name:	 	Tracy J. DeCoch
		 	Title:	 	Vice President









					
	UNICREDIT BANK, AG, New York Branch (fka Bayerische hypo- und Vereinsbank AG, New York Branch), as Lender
		
	By:	 	 /s/ William W. Hunter

		 	Name:	 	William W. Hunter
		 	Title:	 	Director
		
	By:	 	 /s/ Miriam Trautmann

		 	Name:	 	Miriam Trautmann
		 	Title:	 	Director









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

		 	Name:	 	Jesus Seranno
		 	Title:	 	Vice President









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

	Name:	 	Barry E. Pakenham
	Title:	 	Treasurer
	
	ALLEGHENY ENERGY, INC.
		
	By:	 	 Barry E. Pakenham

	Name:	 	Barry E. Pakenham
	Title:	 	Treasurer