Notice of Termination Tolling Agreement


    Exhibit
      10.1
      


      


      


      November
        1,
        2005

      


      Mr.
        Anthony J.
        Alexander

      President

      Metropolitan
        Edison
        Company

      2800
        Pottsville
        Pike

      Reading,
        PA
        19640-0001

      


      Pennsylvania
        Electric Company

      311
        Industrial Park
        Rd. 

      Johnstown,
        PA
        15904

      


      The
        Waverly
        Electric Power and Light Company

      707
        Main
        St.

      Towanda,
        PA
        18848

      


      
        	
                RE: 

              	
                Notice
                  of Termination Tolling
                  Agreement Restated Partial Requirements Agreement, dated January
                  1, 2003,
                  by and among, Metropolitan Edison Company, Pennsylvania Electric
                  Company,
                  The Waverly Electric Power and Light Company and FirstEnergy Solutions
                  Corp., as amended by a First Amendment to Restated Requirements
                  Agreement,
                  dated August 29, 2003 and by a Second Amendment to Restated Requirements
                  Agreement, dated June 8, 2004 (“Partial Requirements
                  Agreement”)

              


      

      


      Dear
        Mr.
        Alexander:

      


      Please
        be advised
        that FirstEnergy Solutions Corp. on this 1st
        day of November,
        2005 pursuant to Paragraph 6 of the Partial Requirements Agreement hereby
        notifies Metropolitan Edison Company, Pennsylvania Electric Company and The
        Waverly Electric Power and Light Company (“Buyers”) that FirstEnergy Solutions
        Corp. elects to terminate the Partial Requirements Agreement effective midnight
        December 31, 2005. As required pursuant to Paragraph 6, this notice is being
        provided sixty (60) days in advance of the next calendar year.

      


      Notwithstanding
        the
        above, in exchange for FirstEnergy Solutions Corp. not exercising its right
        to
        terminate the Partial Requirements Agreement effective midnight December
        31,
        2005, the parties agree to toll the termination provisions of Paragraph 6
        for a
        period of one (1) year, provided that FirstEnergy Solutions Corp. shall be
        permitted to terminate the Partial Requirements Agreement at any time during
        the
        term of this Tolling Agreement with sixty (60) days written notice.


      


      This
        Tolling
        Agreement supercedes any conflicting provision of the Partial Requirements
        Agreement. This Tolling Agreement and its contents shall not be used or relied
        upon as 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Mr.
        Anthony J.
        Alexander

      November
        1,
        2005

      Page
        2

      


      evidence
        or in
        argument in any judicial, quasi-judicial, or other proceeding for any purpose
        whatsoever except to enforce or show evidence of compliance with the terms
        of
        the Tolling Agreement or to show evidence of the tolling of the termination
        provisions of Paragraph 6. The execution of the Tolling Agreement does not
        constitute an admission or acknowledgment of any fact, conclusion of law,
        or
        liability by any party to this Tolling Agreement.

      


      This
        Tolling
        Agreement may be executed in counterparts and is effective upon November
        1,
        2005, and is effective without the requirement of filing with or endorsement
        by
        any federal or state court or agency. The undersigned representatives certify
        that they are fully authorized to enter into and to bind such party to the
        terms
        and conditions of this Tolling Agreement. 

      


      Please
        indicate
        your agreement with this Tolling Agreement by signing below.

      


      


      Sincerely,

      


      


      
        
          	 	 	 
	 	 
	 
 	 
 	
                  Richard
                    H.
                    Marsh

                  Senior
                    Vice
                    President

                  FirstEnergy
                    Solutions Corp.
 

                
	 	 	 
	 	
                
	 	 


        



       

      


      Accepted
        and agreed
        to by:

      


      Metropolitan
        Edison
        Company

      Pennsylvania
        Electric Company

      The
        Waverly
        Electric Power and Light Company

      


      By:

        
          

        

        Anthony
          J.
          Alexander

        President

         

        This
          1st day
          of November, 2005