Waiver and Consent - BNP Paribas


 Exhibit 10.4 
 February 24, 2010 
 Trans-Allegheny Interstate Line Company 

800 Cabin Hill Drive 
 Greensburg, PA 15601

 Re: Consent and Waiver for Credit Agreement, dated as of January 25, 2010 
 Ladies and Gentlemen: 
 Reference
is made to that certain Credit Agreement, dated as of January 25, 2010 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), by and among Trans-Allegheny Interstate Line Company
(the “Borrower”), each of the Initial Lender Parties referred to therein, BNP Paribas, 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] 







					
	BNP PARIBAS, as Administrative Agent and 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 NOVA SCOTIA, as Lender
		
	By:	 	 /s/ Thane Rattew

		 	Name:	 	Thane Rattew
		 	Title:	 	Managing Director









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

		 	Name:	 	Jacob Dowden
		 	Title:	 	Vice President









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

		 	Name:	 	Juan Javellana
		 	Title:	 	Vice President









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

		 	Name:	 	Sam Yoo
		 	Title:	 	Asst Vice President









					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender
		
	By:	 	 /s/ Rianka Mohan

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

		 	Name:	 	Kevin Buddhdew
		 	Title:	 	Associate









					
	COBANK ACB, as Lender
		
	By:	 	 /s/ Lori Kepner

		 	Name:	 	Lori Kepner
		 	Title:	 	Vice President









					
	WELLS FARGO BANK, N.A., as Lender
		
	By:	 	 /s/ Henry R. Biedrzycki

		 	Name:	 	Henry R. Biedrzycki
		 	Title:	 	Director









					
	SOVEREIGN BANK, as Lender
		
	By:	 	 /s/ Rober D. Lanigan

		 	Name:	 	Robert D. Lanigan
		 	Title:	 	SVP









					
	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Lender
		
	By:	 	 /s/ Robyn Zeller

		 	Name:	 	Robyn Zeller
		 	Title:	 	Vice President









					
	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









					
	UNION BANK, N.A., as Lender
		
	By:	 	 /s/ Efrain Soto

		 	Name:	 	Efrain Soto
		 	Title:	 	Vice President









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

		 	Name:	 	Paul Vastola
		 	Title:	 	Vice President









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

		 	Name:	 	Tracy J. DeCoch
		 	Title:	 	Vice President









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

		 	Name:	 	W. Christopher Kohler
		 	Title:	 	Vice President









					
	MORGAN STANLEY BANK, N.A., as Lender
		
	By:	 	 /s/ Ryan Vetsch

		 	Name:	 	Ryan Vetsch
		 	Title:	 	Authorized Signatory









					
	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









			
	ACKNOWLEDGED AND AGREED TO
	on the date first written above
	
	TRANS-ALLEGHENY INTERSTATE LINE COMPANY
		
	By:	 	 /s/ Barry E. Pakenham

	Name:	 	Barry E. Pakenham
	Title:	 	Treasurer