Waiver and Consent - The Bank of Nova Scotia


 Exhibit 10.3 
 February 24, 2010 
 Monongahela Power Company 
 800 Cabin Hill Drive 
 Greensburg, PA 15601

  

	 	Re:	Consent and Waiver for Credit Agreement, dated as of December 18, 2009 

 Ladies and Gentlemen: 
 Reference is made to that certain Credit Agreement, dated
as of December 18, 2009 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), by and among Monongahela Power Company (the “Borrower”), each of the Initial Lender Parties
referred to therein, The Bank of Nova Scotia, 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. 

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

		 	Name:	 	Thane Rattew
		 	Title:	 	Managing Director









					
	UNION BANK, N.A., as Syndication Agent, as a Lender and as an Initial Issuing Bank
		
	By:	 	 /s/ Bryan P. Read

		 	Name:	 	Bryan P. Read
		 	Title:	 	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









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

		 	Name:	 	Jacob Dowder
		 	Title:	 	Vice President









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

		 	Name:	 	Tracy J. DeCoch
		 	Title:	 	Vice President









			
	ACKNOWLEDGED AND AGREED TO
	on the date first written above
	
	MONONGAHELA POWER COMPANY
		
	By:	 	 /s/ Barry E. Pakenham

	Name:	 	Barry E. Pakenham
	Title:	 	Treasurer