Credit Agreement ($250 Million)



EXHIBIT 10.8

EXECUTION COPY






U.S. $250,000,000

CREDIT AGREEMENT

Dated as of May 12, 2003

Among

OHIO EDISON COMPANY,
as
Borrower,

THE BANKS NAMED HEREIN,
as
Banks,

JPMORGAN CHASE BANK
as
Administrative Agent






J.P. MORGAN SECURITIES
INC.
and
BANC ONE CAPITAL MARKETS, INC.
Joint Lead
Arrangers and Bookrunners

BANC ONE CAPITAL MARKETS,
INC.
Syndication Agent

THE BANK OF NOVA SCOTIA
FLEET
NATIONAL BANK
THE ROYAL BANK OF SCOTLAND plc
Co-Documentation
Agents





TABLE OF CONTENTS


	 	 	 	 	 
	 	 	Page	 
	
      ARTICLE I
      DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	
       
	 	 	 	 
	
      SECTION 1.01. Certain
      Defined Terms
	 	 	1	 
	
      SECTION 1.02.
      Computation of Time Periods
	 	 	11	 
	
      SECTION 1.03.
      Accounting Terms
	 	 	11	 
	
      SECTION 1.04. Certain
      References
	 	 	12	 
	
       
	 	 	 	 
	
      ARTICLE II AMOUNTS
      AND TERMS OF THE ADVANCES
	 	 	12	 
	
       
	 	 	 	 
	
      SECTION 2.01. The
      Advances
	 	 	12	 
	
      SECTION 2.02. Making
      the Advances
	 	 	12	 
	
      SECTION 2.03.
    Fees
	 	 	13	 
	
      SECTION 2.04. Reduction
      of the Commitments
	 	 	14	 
	
      SECTION 2.05. Repayment
      of Advances
	 	 	14	 
	
      SECTION 2.06. Interest
      on Advances
	 	 	14	 
	
      SECTION 2.07.
      Additional Interest on Advances
	 	 	15	 
	
      SECTION 2.08. Interest
      Rate Determination
	 	 	15	 
	
      SECTION 2.09.
      Conversion of Advances
	 	 	16	 
	
      SECTION 2.10.
      Prepayments
	 	 	17	 
	
      SECTION 2.11. Increased
      Costs
	 	 	17	 
	
      SECTION 2.12.
      Illegality
	 	 	18	 
	
      SECTION 2.13. Payments
      and Computations
	 	 	18	 
	
      SECTION 2.14.
      Taxes
	 	 	20	 
	
      SECTION 2.15. Sharing
      of Payments, Etc
	 	 	21	 
	
      SECTION 2.16. Noteless
      Agreement; Evidence of Indebtedness
	 	 	21	 
	
       
	 	 	 	 
	
      ARTICLE III
      CONDITIONS OF LENDING
	 	 	23	 
	
       
	 	 	 	 
	
      SECTION 3.01.
      Conditions Precedent to Initial Advances
	 	 	22	 
	
      SECTION 3.02.
      Conditions Precedent to Each Advance
	 	 	23	 
	
      SECTION 3.03.
      Conditions Precedent to Conversions
	 	 	24	 
	
       
	 	 	 	 
	
      ARTICLE IV
      REPRESENTATIONS AND WARRANTIES
	 	 	25	 
	
       
	 	 	 	 
	
      SECTION 4.01.
      Representations and Warranties of the Borrower
	 	 	24	 
	
       
	 	 	 	 
	
      ARTICLE V COVENANTS
      OF THE BORROWER
	 	 	28	 
	
       
	 	 	 	 
	
      SECTION 5.01.
      Affirmative Covenants of the Borrower
	 	 	28	 
	
      SECTION 5.02. Financial
      Covenants of the Borrower
	 	 	31	 
	
      SECTION 5.03. Negative
      Covenants of the Borrower
	 	 	31	 



i 




	 	 	 	 	 
	 	 	Page	 
	
      ARTICLE VI EVENTS OF
      DEFAULT
	 	 	34	 
	
       
	 	 	 	 
	
      SECTION 6.01. Events of
      Default
	 	 	33	 
	
       
	 	 	 	 
	
      ARTICLE VII THE
      AGENT
	 	 	35	 
	
       
	 	 	 	 
	
      SECTION 7.01.
      Authorization and Action
	 	 	35	 
	
      SECTION 7.02. Agent’s
      Reliance, Etc
	 	 	36	 
	
      SECTION 7.03. JPMorgan
      Chase and Affiliates
	 	 	36	 
	
      SECTION 7.04. Lender
      Credit Decision
	 	 	37	 
	
      SECTION 7.05.
      Indemnification
	 	 	37	 
	
      SECTION 7.06. Successor
      Agent
	 	 	37	 
	
       
	 	 	 	 
	
      ARTICLE VIII
      MISCELLANEOUS
	 	 	38	 
	
       
	 	 	 	 
	
      SECTION 8.01.
      Amendments, Etc
	 	 	38	 
	
      SECTION 8.02. Notices,
      Etc
	 	 	38	 
	
      SECTION 8.03. No
      Waiver; Remedies
	 	 	39	 
	
      SECTION 8.04. Costs and
      Expenses; Indemnification
	 	 	39	 
	
      SECTION 8.05. Right of
      Set-off
	 	 	40	 
	
      SECTION 8.06. Binding
      Effect
	 	 	40	 
	
      SECTION 8.07.
      Assignments and Participations
	 	 	41	 
	
      SECTION 8.08. Governing
      Law
	 	 	44	 
	
      SECTION 8.09. Consent
      to Jurisdiction; Waiver of Jury Trial
	 	 	44	 
	
      SECTION 8.10.
      Severability
	 	 	45	 
	
      SECTION 8.11. Entire
      Agreement
	 	 	45	 
	
      SECTION 8.12. Execution
      in Counterparts
	 	 	45	 



ii 



EXHIBITS


	 	 	 	 	 
	
      Exhibit A 
	 	- 	 	Form of Note
	
      Exhibit B 
	 	- 	 	Form of Notice of Borrowing
	
      Exhibit C 
	 	- 	 	Form of Assignment and Acceptance
	
      Exhibit D 
	 	- 	 	Form of Opinion of Gary D. Benz,
  Esq.
	
      Exhibit E 
	 	- 	 	Form of Opinion of Pillsbury Winthrop
    LLP
	
      Exhibit F 
	 	- 	 	Form of Opinion of King & Spalding
    LLP
	
       
	 	 	 	 
	SCHEDULES

	
       
	 	 	 	 
	
      Schedule I 
	 	- 	 	List of Commitments and Lending
  Offices



iii 



CREDIT AGREEMENT

     CREDIT
AGREEMENT, dated as of May 12, 2003, among OHIO EDISON COMPANY, an Ohio
corporation (the “Borrower”), the lenders (the
“Banks”) listed on the signature pages hereto and JPMorgan Chase
Bank (“JPMorgan Chase”), as Administrative Agent (the
“Administrative Agent”) for the Lenders hereunder.

PRELIMINARY STATEMENTS

     The Borrower
has requested that the Banks provide to the Borrower a $250,000,000 unsecured
revolving loan facility for general corporate purposes. The Lenders have
indicated their willingness to agree to lend such amount on the terms and
conditions of this Agreement.

     NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

ARTICLE I
DEFINITIONS AND
ACCOUNTING TERMS

     SECTION 1.01. Certain Defined
Terms.

     As used in
this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

     “Advance” means an
advance by a Lender to the Borrower as part of a Borrowing and refers to an
Alternate Base Rate Advance or a Eurodollar Rate Advance, each of which shall be
a “Type” of Advance, subject to Conversion pursuant to
Section 2.08 or 2.09.

     “Affiliate” means, as to
any Person, any other Person that, directly or indirectly, controls, is
controlled by or is under common control with such Person or is a director or
officer of such Person.

     “Agreement” means this
Credit Agreement, as amended, modified and supplemented from time to time.

     “Alternate Base Rate”
means, for any period, a fluctuating interest rate per annum as shall be
in effect from time to time, which rate per annum shall at all times be
equal to the higher of (i) the rate of interest announced publicly by
JPMorgan Chase in New York, New York, from time to time, as JPMorgan Chase’s
“prime” rate and (ii) the sum of 1/2 of 1% per annum plus the
Federal Funds Rate in effect from time to time.

     “Alternate Base Rate
Advance” means an Advance that bears interest as provided in
Section 2.06(a).





     2

     “Applicable Law” means
all applicable laws, statutes, treaties, rules, codes, ordinances, regulations,
permits, certificates, orders, interpretations, licenses and permits of any
Governmental Authority and judgments, decrees, injunctions, writs, orders or
like action of any court, arbitrator or other judicial or quasi-judicial
tribunal of competent jurisdiction (including those pertaining to health, safety
or the environment or otherwise).

     “Applicable Lending
Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of an Alternate Base Rate Advance, and such Lender’s
Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

     “Applicable Margin”
means, for any Alternate Base Rate Advance or any Eurodollar Rate Advance, the
interest rate per annum set forth in the relevant row of the table below,
determined by reference to the Reference Ratings from time to time in effect:


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	LEVEL 2	 	 	 	LEVEL 3	 	 	 	LEVEL 4	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Reference	 	 	 	Reference	 	 	 	Reference	 	 	 	 	 	 
	 	 	 	 	LEVEL 1	 	 	 	Ratings less	 	 	 	Ratings less	 	 	 	Ratings less	 	 	 	 	 	 
	 	 	 	 	Reference	 	 	 	than Level 1	 	 	 	than Level 2	 	 	 	than Level 3	 	 	 	LEVEL 5	 	 
	 	 	 	 	Ratings at least	 	 	 	but at least	 	 	 	but at least	 	 	 	but at least	 	 	 	Reference	 	 
	 	 	 	 	BBB+ by S&P	 	 	 	BBB by S&P	 	 	 	BBB- by S&P	 	 	 	BB+ by S&P	 	 	 	Ratings lower	 	 
	 	 	 	 	and Baa1 By	 	 	 	and Baa2 by	 	 	 	and Baa3 by	 	 	 	and Ba1 by	 	 	 	than Level 4 or	 	 
	 	BASIS FOR PRICING	 	 	Moody’s.	 	 	 	Moody’s.	 	 	 	Moody’s.	 	 	 	Moody’s.	 	 	 	unrated.	 	 
	 	
      Applicable Margin for
      Eurodollar Rate Advances
	 	 	 	0.725	%	 	 	 	0.825	%	 	 	 	1 .050	%	 	 	 	1.375	%	 	 	 	1.500	%	 
	 	
      Applicable Margin for
      Alternate Base Rate Advances
	 	 	 	0	%	 	 	 	0	%	 	 	 	0.050	%	 	 	 	0.375	%	 	 	 	0.500	%	 
	 	
      Utilization Fee for
      Eurodollar Rate Advances
	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 
	 	
      Utilization Fee for
      Alternate Base Rate Advances
	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 
	 



provided, that
(x) the Applicable Margin for Eurodollar Rate Advances shall be increased
by the rate per annum set forth above in the row captioned “Utilization
Fee for Eurodollar Rate Advances” that corresponds to the Reference Ratings
Level used to determine such Applicable Margin and (y) the Applicable
Margin for Alternate Base Rate Advances shall be increased by the rate per
annum set forth above in the row captioned “Utilization Fee for Alternate
Base Rate Advances” that corresponds to the Reference Ratings Level used to
determine such Applicable Margin, in any case, during any period in which the
aggregate principal amount of Advances outstanding is greater than one-third of
the aggregate amount of the Commitments.

For purposes of the
foregoing, if the Reference Ratings assigned by Moody’s and S&P are not
comparable (i.e., a “split rating”) by (x) one level, the lower of such
Reference Ratings shall control or (y) two or more levels, the level
corresponding to the Reference Rating one level above the lower Reference Rating
shall control unless either is below BB+ or unrated (in the case of S&P) or
Ba1 or unrated (in the case of Moody’s), in which





     3

case the lower of the two
Reference Ratings shall control. Any change in the Applicable Margin will be
effective as of the date on which S&P or Moody’s, as the case may be,
announces the applicable change in the Reference Rating.

     “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an Eligible Assignee, and accepted by the Administrative Agent, in
substantially the form of Exhibit C hereto.

     “Available Commitment”
means, for each Lender, the excess of such Lender’s Commitment over the
aggregate outstanding principal amount of Advances made by such Lender.

     “Bankruptcy Code” means
the Bankruptcy Reform Act of 1978, as amended from time to time, and any Federal
law with respect to bankruptcy, insolvency, reorganization, liquidation,
moratorium or similar laws affecting creditors’ rights generally.

     “Borrowing” means a
borrowing consisting of simultaneous Advances of the same Type made by each of
the Lenders pursuant to Section 2.01 or Converted pursuant to
Section 2.08 or 2.09.

     “Business Day” means a
day of the year on which banks are not required or authorized to close in New
York City or Akron, Ohio and, if the applicable Business Day relates to any
Eurodollar Rate Advances, on which dealings are carried on in the London
interbank market.

     “Change of Control” has
the meaning specified in Section 6.01(j).

     “Code” means the United
States Internal Revenue Code of 1986, as amended from time to time, and the
applicable regulations thereunder.

     “Commitment” means, as to
any Lender, the amount set forth opposite such Lender’s name on Schedule I
hereto or, if such Lender has entered into any Assignment and Acceptance, set
forth for such Lender in the Register maintained by the Administrative Agent
pursuant to Section 8.07(c), as such amount may be reduced pursuant to
Section 2.04.

     “Consolidated Debt”
means, with respect to the Borrower, at any date of determination the aggregate
Indebtedness of the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP, but shall not include
(i) Nonrecourse Indebtedness of the Borrower and any of its Subsidiaries,
(ii) the aggregate principal amount of Trust Preferred Securities of the
Borrower and its Consolidated Subsidiaries, (iii) obligations under leases
that shall have been or should be, in accordance with GAAP, recorded as
operating leases in respect of which the Borrower or any of its Consolidated
Subsidiaries is liable as a lessee, and (iv) the aggregate principal amount
of Stranded Cost Securitization Bonds of the Borrower and its Consolidated
Subsidiaries.





     4

     “Consolidated Subsidiary”
means, as to any Person, any Subsidiary of such Person the accounts of which are
or are required to be consolidated with the accounts of such Person in
accordance with GAAP.

     “Controlled Group” means
all members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control that, together with the
Borrower and its Subsidiaries, are treated as a single employer under Section
414(b) or 414(c) of the Code.

     “Convert”,
“Conversion” and “Converted” each refers to a
conversion of Advances of one Type into Advances of another Type or the
selection of a new, or the renewal of the same, Interest Period for Eurodollar
Rate Advances pursuant to Section 2.08 or 2.09.

     “Domestic Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Domestic Lending Office” opposite its name on Schedule I
hereto or in the Assignment and Acceptance pursuant to which it became a Lender,
or such other office of such Lender as such Lender may from time to time specify
to the Administrative Agent.

     “Eligible Assignee” means
(i) a commercial bank organized under the laws of the United States, or any
State thereof; (ii) a commercial bank organized under the laws of any other
country that is a member of the OECD or has concluded special lending
arrangements with the International Monetary Fund associated with its “General
Arrangements to Borrow”, or a political subdivision of any such country,
provided that such bank is acting through a branch or agency located in
the United States; (iii) a finance company, insurance company or other
financial institution or fund (whether a corporation, partnership or other
entity) engaged generally in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business; (iv) the central
bank of any country that is a member of the OECD; or (v) any Lender;
provided, however, that (A) any Person described in clause (i),
(ii), (iii) or (iv) above shall also (x) have outstanding
unsecured indebtedness that is rated A- or better by S&P or A3 or better by
Moody’s (or an equivalent rating by another nationally recognized credit rating
agency of similar standing if neither such corporations is in the business of
rating unsecured indebtedness of entities engaged in such businesses) and
(y) have combined capital and surplus (as established in its most recent
report of condition to its primary regulator) of not less than $250,000,000 (or
its equivalent in foreign currency), (B) any Person described in clause
(ii), (iii) or (iv) above shall, on the date on which it is to become
a Lender hereunder, be entitled to receive payments hereunder without deduction
or withholding of any United States Federal income taxes (as contemplated by
Section 2.14(d)), (C) any Person described in clause (i), (ii),
(iii) or (iv) above shall, in addition, be reasonably acceptable to
the Administrative Agent and (D) in no event shall the Borrower or any of
its Affiliates be Eligible Assignees; notwithstanding any of the foregoing,
after the occurrence of an Event of Default any commercial bank, finance
company, insurance company or other financial institution or fund (whether a
corporation, partnership or other entity) engaged generally in making,
purchasing or





     5

otherwise investing in
commercial loans in the ordinary course of its business shall be deemed to be an
Eligible Assignee.

     “Environmental Laws”
means any federal, state or local laws, ordinances or codes, rules, orders, or
regulations relating to pollution or protection of the environment, including,
without limitation, laws relating to hazardous substances, laws relating to
reclamation of land and waterways and laws relating to emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes into the environment
(including, without limitation, ambient air, surface water, ground water, land
surface or subsurface strata) or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollution, contaminants, chemicals, or industrial, toxic or
hazardous substances or wastes.

     “ERISA” means the
Employee Retirement Income Security Act of 1974, and the regulations promulgated
and rulings issued thereunder, each as amended, modified and in effect from time
to time.

     “Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D
of the Board of Governors of the Federal Reserve System, as in effect from time
to time.

     “Eurodollar Lending
Office” means, with respect to any Lender, the office of such Lender
specified as its “Eurodollar Lending Office” opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent.

     “Eurodollar Rate” means,
for the Interest Period for each Eurodollar Rate Advance made as part of the
same Borrowing, an interest rate/per annum equal to the rate appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days
before the first day of such Interest Period for a period equal to such Interest
Period or, if for any reason such rate is not available, the rate per annum
rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such
rate is not such a multiple at which deposits in U.S. dollars are offered by the
principal office of the Administrative Agent in London to prime banks in the
London interbank market at 11:00 a.m. (London time) two Business Days
before the first day of such Interest Period for a period equal to such Interest
Period.

     “Eurodollar Rate Advance”
means an Advance that bears interest as provided in Section 2.06(b).

     “Eurodollar Rate Reserve
Percentage” of any Lender for the Interest Period for any Eurodollar
Rate Advance means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average
of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued from time to time by
the





     6

Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for such Lender with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities having a term equal
to such Interest Period.

     “Events of Default” has
the meaning specified in Section 6.01.

     “Exchange Act” means the
Securities Exchange Act of 1934, and the regulations promulgated thereunder, in
each case as amended and in effect from time to time.

     “Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average (rounded upward to the nearest whole multiple of 1/100
of 1% per annum, if such average is not such a multiple) of the quotations for
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

     “Fee Letter” means that
certain letter agreement, dated April 2, 2003, among the Borrower, JPMorgan
Chase, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Bank One,
NA.

     “First Mortgage
Indenture” means the Indenture, dated as of April 1, 1930, between
the Company and The Bank of New York, as successor trustee, as amended and
supplemented from time to time in accordance with its terms.

     “Fixed Charge Ratio”
means, with respect to any fiscal quarter, the ratio of (i) the sum of
(A) consolidated net income before extraordinary items of the Borrower and
its Consolidated Subsidiaries for the twelve-month period ended on the last day
of such fiscal quarter, plus (B) depreciation, amortization, dividends
paid on preferred stock of subsidiaries, interest expense, amounts paid on Trust
Preferred Securities, taxes and Federal income taxes deducted in determining
such net income, plus (C) the interest element of rental payments
deducted in determining such net income under operating lease obligations of the
Borrower and its Consolidated Subsidiaries during such twelvemonth period,
plus (D) all other non-cash charges constituting operating expenses
deducted in determining such net income to (ii) the sum of (A) all
interest expense (excluding the amount of any allowance for funds used during
construction and amounts paid on Trust Preferred Securities) in respect of
Indebtedness of the Borrower and its Consolidated Subsidiaries during such
twelve-month period, plus (B) the interest element of rental
payments deducted in determining net income under operating lease obligations of
the Borrower and its Consolidated Subsidiaries during such twelve-month period.





     7

     “GAAP” means generally
accepted accounting principles in the United States in effect from time to time.


     “Governmental Action”
means all authorizations, consents, approvals, waivers, exceptions, variances,
orders, licenses, exemptions, publications, filings, notices to and declarations
of or with any Governmental Authority (other than routine reporting requirements
the failure to comply with which will not affect the validity or enforceability
of any Loan Document or have a material adverse effect on the transactions
contemplated by any Loan Document or any material rights, power or remedy of any
Person thereunder or any other action in respect of any Governmental Authority).


     “Governmental Authority”
means any Federal, state, county, municipal, foreign, international, regional or
other governmental authority, agency, board, body, instrumentality or court.

     “Indebtedness” of any
Person means at any date, without duplication, (i) all obligations of such
Person for borrowed money, or with respect to deposits or advances of any kind,
or for the deferred purchase price of property or services, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (iii) all obligations of such Person upon which interest
charges are customarily paid, (iv) all obligations under leases that shall
have been or should be, in accordance with GAAP, recorded as capital leases in
respect of which such Person is liable as lessee, (v) liabilities in
respect of unfunded vested benefits under Plans, (vi) withdrawal liability
incurred under ERISA by such Person or any of its affiliates to any
Multiemployer Plan, (vii) reimbursement obligations of such Person (whether
contingent or otherwise) in respect of letters of credit, bankers acceptances,
surety or other bonds and similar instruments, (viii) all Indebtedness of
others secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person and (ix) obligations of such Person
under direct or indirect guaranties in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others of
the kinds referred to above.

     “Interest Period” means,
for each Eurodollar Rate Advance made as part of the same Borrowing, the period
commencing on the date of such Eurodollar Rate Advance or the date of the
Conversion of any Advance into such Eurodollar Rate Advance and ending on the
last day of the period selected by the Borrower pursuant to the provisions below
and, thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below. The duration of each
such Interest Period shall be one, two, three or six months, in each case as the
Borrower may select by notice to the Administrative Agent pursuant to
Section 2.02(a) or Section 2.09(a); provided, however, that:

     (i) the Borrower may not select any
Interest Period that ends after the Termination Date;





     8

     (ii) Interest Periods commencing on the
same date for Advances made as part of the same Borrowing shall be of the same
duration;

     (iii) no more than eight different
Interest Periods shall apply to outstanding Eurodollar Rate Advances on any date
of determination; and

     (iv) whenever the last day of any
Interest Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided, that if such extension would cause the
last day of such Interest Period to occur in the next following calendar month,
the last day of such Interest Period shall occur on the next preceding Business
Day.

     “Lenders” means the Banks
listed on the signature pages hereof and each Eligible Assignee that shall
become a party hereto pursuant to Section 8.07.

     “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset. For the purposes of this
Agreement, a Person or any of its Subsidiaries shall be deemed to own, subject
to a Lien, any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

     “Loan Documents” means
this Agreement, any Note and the Fee Letter.

     “Majority Lenders” means,
at any time prior to the Termination Date, Lenders having in the aggregate more
than 50% of the Commitments (without giving effect to any termination in whole
of the Commitments pursuant to Section 6.01) and at any time on or after
the Termination Date, Lenders owed more than 50% of the then aggregate principal
amount of Advances outstanding.

     “Margin Stock” has the
meaning assigned to that term in Regulation U issued by the Board of
Governors of the Federal Reserve System, and as amended and in effect from time
to time.

     “Moody’s” means Moody’s
Investors Service, Inc. or any successor thereto.

     “Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001 (a)(3) of ERISA.

     “Nonrecourse
Indebtedness” means any Indebtedness that finances the acquisition,
development, ownership or operation of an asset in respect of which the Person
to which such Indebtedness is owed has no recourse whatsoever to the Borrower or
any of its Affiliates other than:


	 	(i)  	recourse to the named obligor with respect to such Indebtedness (the
      “Debtor”) for amounts limited to the cash flow or net cash
      flow (other than historic cash flow) from the asset; and







     9


	 	(ii)  	recourse to the Debtor for the purpose only of enabling amounts to be
      claimed in respect of such Indebtedness in an enforcement of any security
      interest or lien given by the Debtor over the asset or the income, cash
      flow or other proceeds deriving from the asset (or given by any
      shareholder or the like in the Debtor over its shares or like interest in
      the capital of the Debtor) to secure the Indebtedness, but only if the
      extent of the recourse to the Debtor is limited solely to the amount of
      any recoveries made on any such enforcement; and
	 
	 	(iii)  	recourse to the Debtor generally or indirectly to any Affiliate of the
      Debtor, under any form of assurance, undertaking or support, which
      recourse is limited to a claim for damages (other than liquidated damages
      and damages required to be calculated in a specified way) for a breach of
      an obligation (other than a payment obligation or an obligation to comply
      or to procure compliance by another with any financial ratios or other
      tests of financial condition) by the Person against which such recourse is
      available.



     “Note” means any
promissory note issued at the request of a Lender pursuant to Section 2.16 in
the form of Exhibit A hereto.

     “Notice of Borrowing” has
the meaning specified in Section 2.02(a).

     “OECD” means the
Organization for Economic Cooperation and Development.

     “Ohio Transition Plan
Order” means the Opinion and Order of The Public Utilities Commission of
Ohio in Case Nos. 99-1212-EL-ETP, 99-1213-EL-ATA and 99-1214-EL-AAM, entered
July 19, 2000.

     “Other Taxes” has the
meaning specified in Section 2.14(b).

     “Parent” means
FirstEnergy Corp., an Ohio corporation and parent company to the Borrower.

     “PBGC” means the Pension
Benefit Guaranty Corporation and any entity succeeding to any or all of its
functions under ERISA.

     “Person” means an
individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

     “Plan” means, at any
time, an employee pension benefit plan that is covered by Title IV of ERIS A or
subject to the minimum funding standards under Section 412 of the Code and
is either (i) maintained by a member of the Controlled Group for employees of a
member of the Controlled Group or (ii) maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one employer
makes





     10

contributions and to
which a member of the Controlled Group is then making or accruing an obligation
to make contributions or has within the preceding five plan years made
contributions.

     “Reference Ratings” means
the ratings assigned by S&P and Moody’s to the senior unsecured non-credit
enhanced debt of the Borrower.

     “Register” has the
meaning specified in Section 8.07(c).

     “S&P” means Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
any successor thereto.

     “SEC” means the United
States Securities and Exchange Commission or any successor thereto.

     “Second Mortgage
Indenture” means the General Mortgage and Deed of Trust, dated as of
January 1, 1998, between the Company and The Bank of New York, as trustee, as
amended, modified or supplemented from time to time in accordance with its
terms.

     “Significant
Subsidiaries” means Pennsylvania Power Company and each other Subsidiary
of the Borrower the annual revenues of which exceed $100,000,000 or the total
assets of which exceed $50,000,000.

     “Stranded Cost Securitization
Bonds” means any instruments, pass-through certificates, notes,
debentures, certificates of participation, bonds, certificates of beneficial
interest or other evidences of indebtedness or instruments evidencing a
beneficial interest which are secured by or otherwise payable from
non-bypassable cent per kilowatt hour charges authorized pursuant to such an
order of a state commission regulating public utilities to be applied and
invoiced to customers of such utility. The charges so applied and invoiced must
be deducted and stated separately from the other charges invoiced by such
utility against its customers.

     “Subsidiary” means, with
respect to any Person, any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the Board of Directors or other persons performing similar functions are at the
time directly or indirectly owned by such a Person, or one or more Subsidiaries,
or by such Person and one or more of its Subsidiaries.

     “Taxes” has the meaning
specified in Section 2.14(a).

     “Termination Date” means
May 12, 2005 or the earlier date of termination in whole of the Commitments
pursuant to Section 2.04 or Section 6.01 hereof.

     “Termination Event” means
(i) a Reportable Event described in Section 4043 of ERISA and the
regulations issued thereunder (other than a Reportable Event not subject to the
provision for 30-day notice to the PBGC under such regulations), or (ii) the
withdrawal of any member of the Controlled Group from a Plan during a plan year
in





     11

which it was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA, or
(iii) the filing of a notice of intent to terminate a Plan or the treatment
of a Plan amendment as a termination under Section 4041 of ERISA, or
(iv) the institution of proceedings to terminate a Plan by the PBGC, or
(v) any other event or condition that might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan.

     “Total Capitalization”
means, with respect to the Borrower at any date of determination the sum of
(i) Consolidated Debt of the Borrower, (ii) consolidated equity of the
common stockholders of the Borrower and its Consolidated Subsidiaries, (iii)
consolidated equity of the preference stockholders of the Borrower and its
Consolidated Subsidiaries, and (iv) the aggregate principal amount of Trust
Preferred Securities.

     “Trust Preferred
Securities” means any securities, however denominated, (i) issued
by the Borrower or any Consolidated Subsidiary of the Borrower, (ii) that
are not subject to mandatory redemption or the underlying securities, if any, of
which are not subject to mandatory redemption, (iii) that are perpetual or
mature no less than 30 years from the date of issuance, (iv) the
indebtedness issued in connection with which, including any guaranty, is
subordinate in right of payment to the unsecured and unsubordinated indebtedness
of the issuer of such indebtedness or guaranty, and (v) the terms of which
permit the deferral of the payment of interest or distributions thereon to a
date occurring after the Termination Date.

     “Type” has the meaning
assigned to that term in the definition of “Advance” when used in such context.

     “Unfunded Vested
Liabilities” means, with respect to any Plan at any time, the amount (if
any) by which (i) the present value of all vested nonforfeitable benefits
under such Plan exceeds (ii) the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

      SECTION 1.02. Computation
of Time Periods.

     In this
Agreement in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to”
and “until” each means “to but excluding”.

      SECTION 1.03. Accounting
Terms.

     All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(g) hereof.





     12

     SECTION 1.04. Certain
References.

     Unless
otherwise indicated, references in this Agreement to articles, sections,
paragraphs, clauses, schedules and exhibits are to the same contained in or
attached to this Agreement.

ARTICLE II
AMOUNTS AND TERMS OF
THE ADVANCES

     SECTION 2.01. The
Advances.

     Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Advances to the Borrower in U.S. dollars only from time to time on any Business
Day during the period from the date hereof until the Termination Date in an
aggregate amount not to exceed at any time outstanding the Available Commitment
of such Lender. Each Borrowing shall be in an aggregate amount not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall
consist of Advances of the same Type and, in the case of Eurodollar Rate
Advances, having the same Interest Period made or Converted on the same day by
the Lenders ratably according to their respective Commitments. Within the limits
of each Lender’s Available Commitment and subject to the conditions set forth in
Article III and the other terms and conditions hereof, the Borrower may
from time to time borrow, prepay pursuant to Section 2.10 and reborrow
under this Section 2.01; provided, that in no case shall any Lender
be required to make an Advance hereunder if (i) the amount of such Advance
would exceed such Lender’s Available Commitment or (ii) the making of such
Advance, together with the making of the other Advances constituting part of the
same Borrowing, would cause the aggregate principal amount of Advances
outstanding to exceed the aggregate amount of the Commitments.

     SECTION 2.02. Making the
Advances.

     (a) Each Borrowing shall be made
on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate
Advances, not later than 11:00 A.M. (New York time) on the third Business
Day prior to the date of the proposed Borrowing, and (ii) in the case of a
Borrowing comprising Alternate Base Rate Advances, not later than
11:00 A.M. (New York time) on the date of the proposed Borrowing, by the
Borrower to the Administrative Agent, which shall give to each Lender prompt
notice thereof. Each such notice of a Borrowing (a “Notice of
Borrowing”) by the Borrower shall be by telecopier or cable, in
substantially the form of Exhibit B hereto, specifying therein the
requested (A) date of such Borrowing, (B) Type of Advances to be made
in connection with such Borrowing, (C) aggregate amount of such Borrowing,
and (D) in the case of a Borrowing comprising Eurodollar Rate Advances, the
initial Interest Period for each such Advance, which Borrowing shall be subject
to the limitations stated in the definition of “Interest Period” in
Section 1.01. Each Lender shall, before 1:00 p.m. (New York time) on the
date of such Borrowing, make available for the account of its Applicable Lending
Office to the Administrative Agent at its address referred to in
Section 8.02, in same day funds, such Lender’s ratable portion (according
to the Lenders’ respective Commitments) of such Borrowing. After the
Administrative Agent’s receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower at the Administrative Agent’s
aforesaid address.





     13

     (b) Each Notice of Borrowing
delivered by the Borrower shall be irrevocable and binding on the Borrower. In
the case of any Notice of Borrowing delivered by the Borrower requesting
Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure by the
Borrower to fulfill on or before the date specified in such Notice of Borrowing
the applicable conditions set forth in Article III, including, without
limitation, any loss (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or redeployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part of
such Borrowing when such Advance, as a result of such failure, is not made on
such date.

     (c) Unless the Administrative
Agent shall have received written notice via facsimile transmission from a
Lender prior to (A) 5:00 P.M. (New York City time) one Business Day prior
to the date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00
noon (New York City time) on the date of a Borrowing comprising Base Rate
Advances that such Lender will not make available to the Administrative Agent
such Lender’s ratable portion of such Borrowing, the Administrative Agent may
assume that such Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with subsection (a) of
this Section 2.02 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such ratable
portion available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Advances made in connection with such
Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If
such Lender shall repay to the Administrative Agent such corresponding amount,
such amount so repaid shall constitute such Lender’s Advance as part of such
Borrowing for purposes of this Agreement.

     (d) The
failure of any Lender to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but no Lender shall
be responsible for the failure of any other Lender to make the Advance to be
made by such other Lender on the date of any Borrowing.

     SECTION 2.03. Fees.

     (a) The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee on the amount of such Lender’s Commitment (whether used or
unused) from the date hereof in the case of each Bank and from the effective
date specified in the Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender until the Termination Date, payable on
the last day of each March, June, September and December during such period, and
on the Termination Date, at the rate per annum set forth below determined
by reference to the Reference Ratings from time to time in effect:





     14


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	LEVEL 2	 	 	 	LEVEL 3	 	 	 	LEVEL 4	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Reference	 	 	 	Reference	 	 	 	Reference	 	 	 	 	 	 
	 	 	 	 	LEVEL 1	 	 	 	Ratings Less	 	 	 	Ratings Less	 	 	 	Ratings Less	 	 	 	 	 	 
	 	 	 	 	Reference	 	 	 	Than Level 1	 	 	 	Than Level 2	 	 	 	Than Level 3	 	 	 	LEVEL 5	 	 
	 	 	 	 	Ratings at Least	 	 	 	but at Least	 	 	 	but at Least	 	 	 	but at Least	 	 	 	Reference	 	 
	 	 	 	 	BBB+ by S&P	 	 	 	BBB by S&P	 	 	 	BBB- by S&P	 	 	 	BB+ by S&P	 	 	 	Ratings Lower	 	 
	 	BASIS FOR	 	 	and Baa1 By	 	 	 	and Baa2 By	 	 	 	and Baa3 By	 	 	 	and Ba1 By	 	 	 	Than Level 4 or	 	 
	 	PRICING	 	 	Moody’s.	 	 	 	Moody’s.	 	 	 	Moody’s.	 	 	 	Moody’s.	 	 	 	unrated.	 	 
	 	
      Facility Fee
	 	 	0.150%	 	 	 	0.175%	 	 	 	0.200%	 	 	 	0.375%	 	 	 	0.500%	 	 
	 



For purposes of the foregoing, if the
Reference Ratings assigned by Moody’s and S&P are not comparable (i.e., a
“split rating”) by (x) one level, the lower of such Reference Ratings shall
control or (y) two or more levels, the level corresponding to the Reference
Rating one level above the lower Reference Rating shall control unless either is
below BB+ or unrated (in the case of S&P) or Ba1 or unrated (in the case of
Moody’s), in which case the lower of the two Reference Ratings shall control.
Any change in the facility fee will be effective as of the date on which S&P
or Moody’s, as the case may be, announces the applicable change in the Reference
Rating.

     (b) The
Borrower agrees to pay the Administrative Agent, for its own account, certain
fees in such amounts and payable on such terms as set forth in the Fee Letter.

     SECTION  2.04. Reduction of
the Commitments.

     The Borrower
shall have the right, upon at least three Business Days’ notice to the
Administrative Agent, to terminate in whole or, upon same day notice, from time
to time to permanently reduce ratably in part the unused portions of the
respective Commitments of the Lenders; provided that each partial
reduction shall be in the aggregate amount of $5,000,000 or in an integral
multiple of $1,000,000 in excess thereof. Each such notice of termination or
reduction shall be irrevocable.

     SECTION 2.05. Repayment of
Advances.

     The Borrower
agrees to repay the principal amount of each Advance made by each Lender on the
Termination Date.

     SECTION 2.06. Interest on
Advances.

     The Borrower
agrees to pay interest on the unpaid principal amount of each Advance made by
each Lender from the date of such Advance until such principal amount shall be
paid in full, at the following rates per annum:

     (a) Alternate Base Rate
Advances. If such Advance is an Alternate Base Rate Advance, a rate per
annum equal at all times to the Alternate Base Rate in effect from time to time
plus the Applicable Margin for such Alternate Base Rate Advance in effect
from time to time, payable quarterly in arrears on the last day of each March,
June, September and December,





     15

on the Termination Date and on the date
such Alternate Base Rate Advance shall be Converted or be paid in full and as
provided in Section 2.10;

     (b) Eurodollar Rate
Advances. If such Advance is a Eurodollar Rate Advance, a rate per annum
equal at all times during the Interest Period for such Advance to the sum of the
Eurodollar Rate for such Interest Period plus the Applicable Margin for
such Eurodollar Rate Advance in effect from time to time, payable on the last
day of each Interest Period for such Eurodollar Rate Advance (and, in the case
of any Interest Period of six months, on the last day of the third month of such
Interest Period), on the Termination Date and on the date such Eurodollar Rate
Advance shall be Converted or be paid in full and as provided in
Section 2.10;

provided, however, that if and for
so long as an Event of Default shall have occurred and be continuing the unpaid
principal amount of each Advance shall (to the fullest extent permitted by law)
bear interest until paid in full at a rate per annum equal at all times
to a rate equal to 2% above the rate then applicable to such Advance or, if
higher, the Alternate Base Rate plus 2% per annum, payable upon
demand.

     SECTION 2.07. Additional Interest
on Advances.

     The Borrower
agrees to pay to each Lender, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Lender, from the date of such Advance until
such principal amount is paid in full, at an interest rate per annum
equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such Advance from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period,
payable on each date on which interest is payable on such Advance; provided,
that no Lender shall be entitled to demand additional interest under this
Section 2.07 more than 90 days following the last day of the Interest
Period in respect of which such demand is made; provided further, however,
that the foregoing proviso shall in no way limit the right of any Lender to
demand or receive such additional interest to the extent that such additional
interest relates to the retroactive application by the Board of Governors of the
Federal Reserve System of any regulation described above if such demand is made
within 90 days after the implementation of such retroactive regulation.
Such additional interest shall be determined by such Lender and notified to the
Borrower through the Administrative Agent, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

     SECTION 2.08. Interest Rate
Determination.

     If, with
respect to any Eurodollar Rate Advances, the Majority Lenders notify the
Administrative Agent that the Eurodollar Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Majority Lenders of making
or funding their respective Eurodollar Rate Advances for such Interest Period,
the Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon





     16

     (a) each Eurodollar Rate Advance
will automatically, on the last day of the then existing Interest Period
therefor, Convert into an Alternate Base Rate Advance, and

     (b) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

     SECTION 2.09. Conversion of
Advances.

     (a) Voluntary. The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 11:00 A.M. (New York time) on the third Business Day prior
to the date of any proposed Conversion into Eurodollar Rate Advances, and on the
date of any proposed Conversion into Alternate Base Rate Advances, and subject
to the provisions of Sections 2.08 and 2.12, Convert all Advances of one
Type made to the Borrower in connection with the same Borrowing into Advances of
another Type or Types or Advances of the same Type having the same or a new
Interest Period; provided, however, that any Conversion of, or with
respect to, any Eurodollar Rate Advances into Advances of another Type or
Advances of the same Type having the same or new Interest Periods shall be made
on, and only on, the last day of an Interest Period for such Eurodollar Rate
Advances, unless the Borrower shall also reimburse the Lenders in respect
thereof pursuant to Section 8.04(b) on the date of such Conversion. Each
such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be
Converted, and (iii) if such Conversion is into, or with respect to,
Eurodollar Rate Advances, the duration of the Interest Period for each such
Advance.

     (b) Mandatory. If
the Borrower shall fail to select the Type of any Advance or the duration of any
Interest Period for any Borrowing comprising Eurodollar Rate Advances in
accordance with the provisions contained in the definition of “Interest Period”
in Section 1.01 and Section 2.09(a), or if any proposed Conversion of
a Borrowing that is to comprise Eurodollar Rate Advances upon Conversion shall
not occur as a result of the circumstances described in paragraph
(c) below, the Administrative Agent will forthwith so notify the Borrower
and the Lenders, and such Advances will automatically, on the last day of the
then existing Interest Period therefor. Convert into Alternate Base Rate
Advances.

     (c) Failure to Convert.
Each notice of Conversion given pursuant to subsection (a) above
shall be irrevocable and binding on the Borrower. In the case of any Borrowing
that is to comprise Eurodollar Rate Advances upon Conversion, the Borrower
agrees to indemnify each Lender against any loss, cost or expense incurred by
such Lender as a result of any failure to fulfill on the date specified for such
Conversion the applicable conditions set forth in Article III, including,
without limitation, any loss, cost or expense incurred by reason of the
liquidation or redeployment of deposits or other funds acquired by such Lender
to fund such Eurodollar Rate Advances upon such Conversion, when such
Conversion, as a result of such failure, does not occur. The Borrower’s
obligations under this subsection (c) shall survive the repayment of all
other amounts owing to the Lenders and the Administrative Agent under this
Agreement and any Note and the termination of the Commitments.





     17

     SECTION 2.10.
Prepayments.

     (a) Optional. The
Borrower may at any time prepay the outstanding principal amounts of the
Advances made as part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid, upon notice thereof given to the Administrative Agent by the
Borrower not later than 11:00 A.M. (New York time) (i) on the date of
any such prepayment in the case of Alternate Base Rate Advances and (ii) on
the second Business Day prior to any such prepayment in the case of Eurodollar
Rate Advances; provided, however, that (x) each partial prepayment
of any Borrowing shall be in an aggregate principal amount not less than
$5,000,000 and (y) in the case of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.04(b) on the date of such prepayment.

     (b) Mandatory. If
and to the extent that the aggregate principal amount of Advances outstanding
hereunder on any date shall exceed the aggregate amount of the Commitments
hereunder on such date, the Borrower agrees to prepay on such date a principal
amount of Advances, which shall result in the aggregate principal amount of
Advances outstanding being less than or equal to such excess amount. Any
prepayment of Advances shall be accompanied by accrued interest on the amount
prepaid to the date of such prepayment and, in the case of any such prepayment
of Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(b) on the date of such
prepayment.

     SECTION 2.11. Increased
Costs.

     (a) If,
due to either (i) the introduction of or any change (other than any change
by way of imposition or increase of reserve requirements included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or
regulation, in each case, after the date hereof, or (ii) the compliance
with any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) issued, promulgated or made,
as the case may be, after the date hereof, there shall be any increase in the
cost to any Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand
by such Lender (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost and the basis therefor, submitted to the
Borrower and the Administrative Agent by such Lender, shall constitute such
demand and shall be conclusive and binding for all purposes, absent manifest
error.

     (b) If
any Lender determines that compliance with any law or regulation or any
guideline or request from any central bank or other governmental authority
(whether or not having the force of law), issued, promulgated or made (as the
case may be) after the date hereof, affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender and that the amount of such capital is increased by or
based upon the existence of (i) such Lender’s commitment to lend hereunder
and other commitments of this type or (ii) the Advances made by such
Lender, then, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall





     18

immediately pay to the Administrative
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
determines such increase in capital to be allocable to the existence of such
Lender’s commitment to lend hereunder or the Advances made by such Lender. A
certificate as to such amounts submitted to the Borrower and the Administrative
Agent by such Lender shall constitute such demand and shall be conclusive and
binding for all purposes, absent manifest error.

     SECTION 2.12. Illegality.


     Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation
of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist and
(ii) the Borrower shall forthwith prepay in full all Eurodollar Rate
Advances of all Lenders then outstanding, together with interest accrued
thereon, unless (A) the Borrower, within five Business Days of notice from
the Administrative Agent, Converts all Eurodollar Rate Advances of all Lenders
then outstanding into Advances of another Type in accordance with
Section 2.09 or (B) the Administrative Agent notifies the Borrower
that the circumstances causing such prepayment no longer exist. Any Lender that
becomes aware of circumstances that would permit such Lender to notify the
Administrative Agent of any illegality under this Section 2.12 shall use
its best efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Applicable Lending Office if the
making of such change would avoid or eliminate such illegality and would not, in
the reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender.

     SECTION 2.13. Payments and
Computations.

     (a) The
Borrower shall make each payment hereunder and under any Note not later than
12:00 noon (New York time) on the day when due in U.S. dollars to the
Administrative Agent at its address referred to in Section 8.02 in same day
funds, and any such payment to the Administrative Agent shall constitute payment
by the Borrower hereunder or under any Note, as the case may be, for all
purposes, and upon such payment the Lenders shall look solely to the
Administrative Agent for their respective interests in such payment. The
Administrative Agent will promptly after any such payment cause to be
distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to
Section 2.02(c), 2.03, 2.07, 2.09(c), 2.11, 2.14 or 8.04(b)) (according to
the Lenders’ respective Commitments) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 8.07(d), from and after the effective date specified in such
Assignment and Acceptance, the Administrative Agent shall





     19

make all payments hereunder and under any
Note in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

     (b) The
Borrower hereby authorizes each Lender, if and to the extent payment owed to
such Lender is not made by the Borrower to the Administrative Agent when due
hereunder or under any Note held by such Lender, to charge from time to time
against any or all of the Borrower’s accounts (other than any payroll account
maintained by the Borrower with such Lender if and to the extent that such
Lender shall have expressly waived its set-off rights in writing in respect of
such payroll account) with such Lender any amount so due.

     (c) All
computations of interest based on the Alternate Base Rate (based upon JPMorgan
Chase’s prime rate) shall be made by the Administrative Agent on the basis of a
year of 365 or 366 days, as the case may be, and all computations of
facility fees and of interest based on the Alternate Base Rate (based upon the
Federal Funds Rate), the Eurodollar Rate or the Federal Funds Rate shall be made
by the Administrative Agent, and all computations of interest pursuant to
Section 2.07 shall be made by a Lender, on the basis of a year of 360 days,
in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such facility fees or
interest are payable. Each determination by the Administrative Agent (or, in the
case of Section 2.07, by a Lender) of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

     (d) Whenever any payment hereunder
or under any Note shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest or facility fees, as the case may be; provided, however, if
such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

     (e) Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Lenders hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made
such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent that the Borrower shall not have so made
such payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

     (f) Except as provided otherwise
in Section 2.06, any amount payable by the Borrower hereunder or under any
Note that is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall (to the fullest extent permitted by law) bear interest from the
date when due until paid in full at a rate per annum equal at all times
to the Alternate Base Rate plus 2% per annum, payable upon demand.






     20

     SECTION 2.14. Taxes.

     (a) Any
and all payments by the Borrower hereunder and under any Note shall be made, in
accordance with Section 2.13, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the
case of each Lender, and the Administrative Agent, such taxes, levies, imposts,
deductions and charges in the nature of franchise taxes or taxes measured by the
gross receipts or net income of any Lender or the Administrative Agent by any
jurisdiction in which such Lender or the Administrative Agent (as the case may
be) is organized, located or conducts business or any political subdivision
thereof and, in the case of each Lender, by the jurisdiction of such Lender’s
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being herein referred to as “Taxes”). If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note to any Lender or the Administrative Agent,
(i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.13) such Lender or the Administrative
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
Applicable Law.

     (b) In
addition, the Borrower agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or under any Note or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
Note (herein referred to as “Other Taxes”).

     (c) The
Borrower agrees to indemnify each Lender and the Administrative Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) paid by such Lender or the Administrative Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within
30 days from the date such Lender or the Administrative Agent (as the case
may be) makes written demand therefor.

     (d) Prior to the date of the
initial Borrowing in the case of each Bank, and on the date of the Assignment
and Acceptance pursuant to which it became a Lender in the case of each other
Lender, and from time to time thereafter if requested by the Borrower or the
Administrative Agent, each Lender organized under the laws of a jurisdiction
outside the United States shall provide the Administrative Agent, and the
Borrower with the forms prescribed by the Internal Revenue Service of the United
States certifying that such Lender is exempt from United States withholding
taxes with respect to all payments to be made to such Lender hereunder and under
any Note. If for any reason during the term of this Agreement, any Lender
becomes unable to submit the forms referred to above or the information or
representations contained therein are no longer accurate in any material
respect, such Lender shall promptly notify the Administrative Agent and the
Borrower in writing to that effect. Unless the Borrower and the Administrative





     21

Agent have received forms or other
documents satisfactory to them indicating that payments hereunder or under any
Note are not subject to United States withholding tax, the Borrower or the
Administrative Agent shall withhold taxes from such payments at the applicable
statutory rate in the case of payments to or for any Lender organized under the
laws of a jurisdiction outside the United States.

     (e) Any
Lender claiming any additional amounts payable pursuant to this
Section 2.14 shall use its best efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office if the making of such a change would avoid the need
for, or reduce the amount of, any such additional amounts which may thereafter
accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.

     (f) Without prejudice to the
survival of any other agreement of the Borrower hereunder, the agreements and
obligations of the Borrower contained in this Section 2.14 shall survive
the payment in full of principal and interest hereunder and under any Note.

     SECTION 2.15. Sharing of
Payments, Etc.

     If any
Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the Advances made
by it (other than pursuant to Section 2.02(c), 2.07, 2.09(c), 2.11, 2.14 or
8.04(b)) in excess of its ratable share of payments on account of the Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Advances made by them as shall be necessary
to cause such purchasing Lender to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount
equal to such Lender’s ratable share (according to the proportion of
(a) the amount of such Lender’s required repayment to (b) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 2.15 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right
of set-off) with respect to such participation as fully as if such Lender were
the direct creditor of the Borrower in the amount of such participation.

     SECTION 2.16. Noteless Agreement;
Evidence of Indebtedness.

     (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

     (b) The
Administrative Agent shall also maintain accounts in which it will record
(i) the amount of each Advance made hereunder, the Type thereof and the
Interest Period (if any) with respect thereto, (ii) the amount of any
principal or interest due and payable or to become due and





     22

payable from the Borrower to each Lender
hereunder, and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender’s share thereof.

     (c) The
entries maintained in the accounts maintained pursuant to subsections
(a) and (b) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the
failure of the Administrative Agent or any Lender to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay such obligations in accordance with their terms.

     (d) Any
Lender may request that its Advances be evidenced by a Note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a Note payable to the
order of such Lender. Thereafter, the Advances evidenced by such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 8.07) be represented by one or more Notes payable to the order of
the payee named therein or any assignee pursuant to Section 8.07, except to
the extent that any such Lender or assignee subsequently returns any such Note
for cancellation and requests that such Borrowings once again be evidenced as
described in subsections (a) and (b) above.

ARTICLE III
CONDITIONS OF
LENDING

     SECTION 3.01. Conditions
Precedent to Initial Advances.

     The
obligation of each Lender to make its initial Advance is subject to the
condition precedent that on or before the date of such Advance:

     (a) The
Administrative Agent shall have received the following, each dated the same date
(except for the financial statements and information referred to in paragraphs
(iv) and (v) below), in form and substance satisfactory to the
Administrative Agent and (except for any Note) with one copy for each Lender:

     (i) Any Note requested by a Lender
pursuant to Section 2.16, duly completed and executed by the Borrower and
payable to the order of each such Lender;

     (ii) Certified copies of the
resolutions of the Board of Directors of the Borrower approving this Agreement
and the other Loan Documents to which it is, or is to be, a party and of all
documents evidencing any other necessary corporate action with respect to this
Agreement and such Loan Documents;

     (iii) A certificate of the Secretary or
an Assistant Secretary of the Borrower certifying (A) the names and true
signatures of the officers of the Borrower authorized to sign each Loan Document
to which the Borrower is, or is to become, a party and the other documents to be
delivered hereunder; (B) that attached thereto are true and correct copies
of the charter and the Code of Regulations of the Borrower, in each case as in
effect on such date; and (C) that attached thereto are true and correct
copies of all governmental and regulatory authorizations and approvals required
for the due execution,





     23

delivery and performance
by the Borrower of this Agreement and each other Loan Document to which the
Borrower is, or is to become, a party;

     (iv) Copies of the consolidated balance
sheets of the Borrower and its Subsidiaries as of December 31, 2002, and
the related consolidated statements of income, retained earnings and cash flows
of the Borrower and its Subsidiaries for the fiscal year then ended, certified
by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of
the Borrower and its Subsidiaries as of March 31, 2003 and related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the three month period then ended;

     (v) A certificate of an officer of the
Borrower certifying that the representations and warranties contained in
Section 4.01 hereof are true and correct on and as of such date and that no
event has occurred and is continuing that constitutes an Event of Default or
would constitute an Event of Default but for the requirement that notice be
given or time elapse or both;

     (vi) An opinion of Gary D. Benz, Esq.,
counsel for the Borrower, substantially in the form of Exhibit D hereto;

     (vii) An opinion of Pillsbury Winthrop
LLP, special counsel for the Borrower, in substantially the form of
Exhibit E attached hereto;

     (viii) A favorable opinion of King
& Spalding LLP, special New York counsel for the Administrative Agent,
substantially in the form of Exhibit F hereto; and

     (ix) Such other certifications,
opinions, financial or other information, approvals and documents as the
Administrative Agent or any Lender may reasonably request, all in form and
substance satisfactory to the Administrative Agent or such Lender (as the case
may be).

       (b) The Borrower shall
have paid all of the fees payable in accordance with the Fee Letter.

     SECTION 3.02. Conditions
Precedent to Each Advance.

     The
obligation of each Lender to make an Advance as part of any Borrowing (including
the initial Borrowing) that would increase the aggregate principal amount of
Advances outstanding hereunder shall be subject to the further conditions
precedent that on the date of such Advance:

     (a) The
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing, shall constitute a representation and warranty by the Borrower that
on the date of such Borrowing such statements are true):

     (i) The representations and warranties
contained in Section 4.01 hereof are true and correct on and as of the date
of such Borrowing, before and after giving effect to





     24

such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date;

     (ii) No event has occurred and is
continuing, or would result from such Borrowing or from the application of the
proceeds therefrom, that constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both; and

     (iii) Immediately following such
Borrowing, (A) the aggregate outstanding principal amount of Advances shall
not exceed the aggregate amount of the Commitments then in effect and,
(B) the aggregate outstanding principal amount of Advances made by any
Lender shall not exceed the amount of such Lender’s Commitment.

     (b) The
Borrower shall have delivered to the Administrative Agent copies of such other
approvals and documents as the Administrative Agent or any Lender (through the
Administrative Agent) may reasonably request.

     SECTION 3.03. Conditions
Precedent to Conversions.

     The
obligation of each Lender to Convert any Borrowing is subject to the conditions
precedent that on the date of such Conversion:

     (a) The
following statements shall be true (and the giving of the notice of Conversion
pursuant to Section 2.09 shall constitute a representation and warranty by
the Borrower that on the date of such Conversion such statements are true):

     (i) The representations and warranties
contained in Section 4.01 (other than subsections (f) and
(g) thereof) are correct on and as of the date of such Conversion, before
and after giving effect to such Conversion, as though made on and as of such
date; and

     (ii) No event has occurred and is
continuing or would result from such Conversion, that constitutes an Event of
Default or that would constitute an Event of Default but for the requirement
that notice be given or time elapse or both; and

     (b) The
Borrower shall have delivered to the Administrative Agent copies of such other
approvals and documents as the Administrative Agent may reasonably request.

ARTICLE IV
REPRESENTATIONS AND
WARRANTIES

     SECTION 4.01. Representations and
Warranties of the Borrower.

     The Borrower
represents and warrants as follows:





     25

     (a) Corporate Existence and
Power. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Ohio, is duly qualified to
do business as a foreign corporation in and is in good standing under the laws
of each state in which the ownership of its properties or the conduct of its
business makes such qualification necessary except where the failure to be so
qualified would not have a material adverse effect on its business or financial
condition or its ability to perform its obligations under the Loan Documents,
and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

     (b) Corporate Authorization.
The execution, delivery and performance by it of each Loan Document to
which it is, or is to become, a party, have been duly authorized by all
necessary corporate action on its part and do not, and will not, require the
consent or approval of its shareholders, or any trustee or holder of any
Indebtedness or other obligation of it, other than such consents and approvals
as have been duly obtained, given or accomplished.

     (c) No Violation, Etc.
Neither the execution, delivery or performance by it of this Agreement
or any other Loan Document to which it is, or is to become, a party, nor the
consummation by it of the transactions contemplated hereby or thereby, nor
compliance by it with the provisions hereof or thereof, conflicts or will
conflict with, or results or will result in a breach or contravention of any of
the provisions of its charter or Code of Regulations or any Applicable Law, or
any indenture, mortgage, lease or any other agreement or instrument to which it
or any of its Affiliates is party or by which its property or the property of
any of its Affiliates is bound, or results or will result in the creation or
imposition of any Lien upon any of its property or the property of any of its
Affiliates except as provided herein. There is no provision of its charter or
Code of Regulations, or any Applicable Law, or any such indenture, mortgage,
lease or other agreement or instrument that materially adversely affects, or in
the future is likely (so far as it can now foresee) to materially adversely
affect, its business, operations, affairs, condition, properties or assets or
its ability to perform its obligations under this Agreement or any other Loan
Document to which it is, or is to become, a party. Each of the Borrower and its
Subsidiaries is in compliance with all laws (including, without limitation,
ERISA and Environmental Laws), regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the failure to
do so, individually or in the aggregate, has not had and could not reasonably be
expected to have a material adverse effect on (i) the business, assets,
operations, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole, or (ii) the legality, validity or
enforceability of any of the Loan Documents or the rights, remedies and benefits
available to the parties thereunder or the ability of the Borrower to perform
its obligations under the Loan Documents.

     (d) Governmental Actions.
No Governmental Action is or will be required in connection with the
execution, delivery or performance by it, or the consummation by it of the
transactions contemplated by this Agreement or any other Loan Document to which
it is, or is to become, a party other than those which have been duly issued and
are in full force and effect.

     (e) Execution and Delivery.
This Agreement and the other Loan Documents to which it is, or is to
become, a party have been or will be (as the case may be) duly executed and
delivered by it, and this Agreement is and upon execution and delivery thereof
each other Loan





     26

Document will be the legal, valid and
binding obligation of it enforceable against it in accordance with its terms,
subject, however, to the application by a court of general principles of
equity and to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally.

     (f) Litigation.
Except as disclosed in the Borrower’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2003 and its Current Reports on Form 8-K filed
in 2003 prior to the date hereof (copies of which have been furnished to each
Lender), there is no pending or threatened action or proceeding (including,
without limitation, any proceeding relating to or arising out of Environmental
Laws) affecting it or any of its Subsidiaries before any court, governmental
agency or arbitrator, that has a reasonable possibility of having a material
adverse effect on the business, condition (financial or otherwise), results of
operations or prospects of it and its consolidated subsidiaries, taken as a
whole, or on the ability of the Borrower to perform its obligations under this
Agreement or any other Loan Document.

     (g) Financial Statements;
Material Adverse Change. The consolidated balance sheets of the Borrower
and its Subsidiaries as at December 31, 2002, and the related consolidated
statements of income, retained earnings and cash flows of the Borrower and its
Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse
Coopers LLP, independent public accountants, and the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at March 31, 2003,
and the related consolidated statements of income, retained earnings and cash
flows of the Borrower and its Subsidiaries for the three months then ended,
copies of each of which have been furnished to each Lender, present fairly the
consolidated financial position of the Borrower and its Subsidiaries as at such
dates and the consolidated results of the operations of the Borrower and its
Subsidiaries for the periods ended on such dates, all in accordance with GAAP
consistently applied. Since March 31, 2003, there has been no material
adverse change in the business, condition (financial or otherwise), results of
operations or prospects of the Borrower and its Consolidated Subsidiaries, taken
as a whole.

     (h) ERISA.

     (i) No Termination Event has occurred
or is reasonably expected to occur with respect to any Plan.

     (ii) Schedule B (Actuarial
Information) to the most recent annual report (Form 5500 Series) with respect to
each Plan, copies of which have been filed with the Internal Revenue Service and
furnished to the Lenders, is complete and accurate and fairly presents the
funding status of such Plan, and since the date of such Schedule B there
has been no material adverse change in such funding status.

     (iii) Neither it nor any member of the
Controlled Group has incurred nor reasonably expects to incur any withdrawal
liability under ERISA to any Multiemployer Plan.

     (i) Taxes. It and
each of its Subsidiaries has filed all tax returns (federal, state and local)
required to be filed and paid all taxes shown thereon to be due, including
interest and





     27

penalties, or provided adequate reserves
for payment thereof other than such taxes that the Borrower or such Subsidiary
is contesting in good faith by appropriate legal proceedings.

     (j) Use of Proceeds.
The proceeds of each Borrowing will be used solely for the general
corporate purposes of the Borrower and/or its Subsidiaries.

     (k) Margin Stock.
After applying the proceeds of each Borrowing, not more than 25% of the
value of the assets of the Borrower and its Subsidiaries subject to the
restrictions of Section 5.03(a) or (b) will consist of or be represented by
Margin Stock. The Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying Margin Stock, and no proceeds of any
Borrowing will be used to purchase or carry any Margin Stock or to extend credit
to others for the purpose of purchasing or carrying any Margin Stock.

     (l) Investment Company.
The Borrower is not an “investment company” or a company “controlled” by
an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or an “investment advisor” within the meaning of the
Investment Advisers Act of 1940, as amended.

     (m) No Event of Default.
No event has occurred and is continuing that constitutes an Event of
Default or that would constitute an Event of Default (including, without
limitation, an Event of Default under Section 6.01 (e)) but for the
requirement that notice be given or time elapse or both.

     (n) Solvency.
(i) The fair saleable value of its assets will exceed the amount
that will be required to be paid on or in respect of the probable liability on
its existing debts and other liabilities (including contingent liabilities) as
they mature; (ii) its assets do not constitute unreasonably small capital
to carry out its business as now conducted or as proposed to be conducted;
(iii) it does not intend to incur debts beyond its ability to pay such
debts as they mature (taking into account the timing and amounts of cash to be
received by it and the amounts to be payable on or in respect of its
obligations); and (iv) it does not believe that final judgments against it
in actions for money damages presently pending will be rendered at a time when,
or in an amount such that, it will be unable to satisfy any such judgments
promptly in accordance with their terms (taking into account the maximum
reasonable amount of such judgments in any such actions and the earliest
reasonable time at which such judgments might be rendered). Its cash flow, after
taking into account all other anticipated uses of its cash (including the
payments on or in respect of debt referred to in clause (iii) above), will
at all times be sufficient to pay all such judgments promptly in accordance with
their terms.

     (o) No Material
Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Borrower to the Administrative
Agent or any Lender pursuant to or in connection with the Loan Documents and the
transactions contemplated thereby do not contain and will not contain, when
taken as a whole, any untrue statement of a material fact and do not omit and
will not omit, when taken as a whole, to state any fact necessary to make the
statements therein, in the light of the circumstances under which they were or
will be made, not misleading in any material respect.





     28

ARTICLE V
COVENANTS OF THE
BORROWER

     SECTION 5.01. Affirmative
Covenants of the Borrower.

     Unless the
Majority Lenders shall otherwise consent in writing, so long as any amount
payable by the Borrower hereunder shall remain unpaid or any Lender shall have
any Commitment hereunder, the Borrower will:

     (a) Preservation of
Corporate Existence, Etc. (i) Without limiting the right of the
Borrower to merge with or into or consolidate with or into any other corporation
or entity in accordance with the provisions of Section 5.03(c) hereof,
preserve and maintain its corporate existence in the state of its incorporation
and qualify and remain qualified as a foreign corporation in each jurisdiction
in which such qualification is reasonably necessary in view of its business and
operations or the ownership of its properties and (ii) preserve, renew and
keep in full force and effect the rights, privileges and franchises necessary or
desirable in the normal conduct of its business.

     (b) Compliance with Laws,
Etc. Comply, and cause each of its Subsidiaries to comply, in all
material respects with all applicable laws, rules, regulations, and orders of
any Governmental Authority, the noncompliance with which would materially and
adversely affect the business or condition of the Borrower and its Subsidiaries,
taken as a whole, such compliance to include, without limitation, compliance
with Environmental Laws and ERISA and paying before the same become delinquent
all material taxes, assessments and governmental charges imposed upon it or upon
its property, except to the extent compliance with any of the foregoing is then
being contested in good faith by appropriate legal proceedings.

     (c) Maintenance of
Insurance, Etc. Maintain insurance with responsible and reputable
insurance companies or associations or through its own program of self-insurance
in such amounts and covering such risks as is usually carried by companies
engaged in similar businesses and owning similar properties in the same general
areas in which the Borrower operates and furnish to the Administrative Agent,
within a reasonable time after written request therefor, such information as to
the insurance carried as any Lender, through the Administrative Agent, may
reasonably request.

     (d) Inspection Rights.
At any reasonable time and from time to time as the Administrative Agent
or any Lender may reasonably request, permit the Administrative Agent or such
Lender or any agents or representatives thereof to examine and make copies of
and abstracts from the records and books of account of, and visit the properties
of, the Borrower and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of the Borrower and any of its Subsidiaries with any of
their respective officers or directors; provided, however, that the
Borrower reserves the right to restrict access to any of its Subsidiaries’
generating facilities in accordance with reasonably adopted procedures relating
to safety and security. The Administrative Agent and each Lender agree to use
reasonable efforts to ensure that any information concerning the Borrower or any
of its Subsidiaries obtained by the Administrative Agent or such Lender pursuant
to this subsection (d) or subsection (g) that is not contained in a
report or other document filed with the SEC, distributed by the Borrower to its
security holders





29

or otherwise generally available to the
public, will, to the extent permitted by law and except as may be required by
valid subpoena or in the normal course of the Administrative Agent’s or such
Lender’s business operations be treated confidentially by the Administrative
Agent, or such Lender, as the case may be, and will not be distributed or
otherwise made available by the Administrative Agent or such Lender, as the case
may be, to any Person, other than the Administrative Agent’s or such Lender’s
employees, authorized agents or representatives (including, without limitation,
attorneys and accountants). Notwithstanding anything herein to the contrary, any
party to this Agreement (and any employee, representative or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated hereunder and
all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure. However, no
party shall disclose any information relating to such tax treatment or tax
structure to the extent nondisclosure is necessary in order to comply with
applicable securities laws.

     (e) Keeping of Books.
Keep, and cause each Subsidiary to keep, proper books of record and
account in which entries shall be made of all financial transactions and the
assets and business of the Borrower and each of its Subsidiaries in accordance
with GAAP.

     (f) Maintenance of
Properties. Maintain and preserve, and cause each of its Subsidiaries to
maintain and preserve, all of its properties that are used or that are useful in
the conduct of its business in good working order and condition, ordinary wear
and tear excepted, it being understood that this covenant relates only to the
good working order and condition of such properties and shall not be construed
as a covenant of the Borrower or any of its Subsidiaries not to dispose of such
properties by sale, lease, transfer or otherwise.

     (g) Reporting Requirements.
Furnish, or cause to be furnished, to the Administrative Agent, with
sufficient copies for each Lender, the following:

   (i)
promptly after the occurrence of any Event of Default, the statement of an
authorized officer of the Borrower setting forth details of such Event of
Default and the action that the Borrower has taken or propose to take with
respect thereto;

   (ii) as
soon as available and in any event within 50 days after the close of each
of the first three quarters in each fiscal year of the Borrower, consolidated
balance sheets of the Borrower and its Subsidiaries as at the end of such
quarter and consolidated statements of income of the Borrower and its
Subsidiaries for the period commencing at the end of the previous fiscal year
and ending with the end of such quarter, fairly presenting the financial
condition of the Borrower and its Subsidiaries as at such date and the results
of operations of the Borrower and its Subsidiaries for such period and setting
forth in each case in comparative form the corresponding figures for the
corresponding period of the preceding fiscal year, all in reasonable detail and
duly certified (subject to year-end audit adjustments) by the chief financial
officer, treasurer, assistant treasurer or controller of the Borrower as having
been prepared in accordance with GAAP consistently applied;





30

   (iii)
as soon as available and in any event within 105 days after the end of each
fiscal year of the Borrower, a copy of the annual report for such year for the
Borrower and its Subsidiaries, containing consolidated and consolidating
financial statements of the Borrower and its Subsidiaries for such year
certified in a manner acceptable to the Lenders by PriceWaterhouseCoopers LLP or
other independent public accountants acceptable to the Lenders, together with
statements of projected financial performance prepared by management for the
next fiscal year, in form satisfactory to the Administrative Agent;

   (iv)
concurrently with the delivery of the financial statements specified in clauses
(ii) and (iii) above a certificate of the chief financial officer,
treasurer, assistant treasurer or controller of the Borrower (A) stating
whether he has any knowledge of the occurrence at any time prior to the date of
such certificate of an Event of Default not theretofore reported pursuant to the
provisions of clause (i) of this subsection (g) or of the occurrence
at any time prior to such date of any such Event of Default, except Events of
Default theretofore reported pursuant to the provisions of clause (i) of
this subsection (g) and remedied, and, if so, stating the facts with
respect thereto, and (B) setting forth in a true and correct manner, the
calculation of the ratios contemplated by Section 5.02 hereof, as of the
date of the most recent financial statements accompanying such certificate, to
show the Borrower’s compliance with or the status of the financial covenants
contained in Section 5.02 hereof;

   (v)
promptly after the sending or filing thereof, copies of all reports that the
Borrower sends to any of its securityholders, and copies of all reports on Form
10-K, Form 10-Q or Form 8-K that the Borrower or any of its Subsidiaries files
with the SEC;

   (vi) as
soon as possible and in any event (A) within 30 days after the
Borrower or any member of the Controlled Group knows or has reason to know that
any Termination Event described in clause (i) of the definition of
Termination Event with respect to any Plan has occurred and (B) within 10
days after the Borrower or any member of the Controlled Group knows or has
reason to know that any other Termination Event with respect to any Plan has
occurred, a statement of the chief financial officer of the Borrower describing
such Termination Event and the action, if any, that the Borrower or such member
of the Controlled Group, as the case may be, proposes to take with respect
thereto;

   (vii)
promptly and in any event within two Business Days after receipt thereof by the
Borrower or any member of the Controlled Group from the PBGC, copies of each
notice received by the Borrower or any such member of the Controlled Group of
the PBGC’s intention to terminate any Plan or to have a trustee appointed to
administer any Plan;

   (viii)
promptly and in any event within 30 days after the filing thereof with the
Internal Revenue Service, copies of each Schedule B (Actuarial Information)
to the annual report (Form 5500 Series) with respect to each Plan;





31

   (ix)
promptly and in any event within five Business Days after receipt thereof by the
Borrower or any member of the Controlled Group from a Multiemployer Plan
sponsor, a copy of each notice received by the Borrower or any member of the
Controlled Group concerning the imposition of withdrawal liability pursuant to
Section 4202 of ERISA;

   (x)
promptly and in any event within five Business Days after Moody’s or S&P has
changed any relevant Reference Rating, notice of such change; and

   (xi)
such other information respecting the condition or operations, financial or
otherwise, of the Borrower or any of its Subsidiaries, including, without
limitation, copies of all reports and registration statements that the Borrower
or any Subsidiary files with the SEC or any national securities exchange, as the
Administrative Agent or any Lender (through the Administrative Agent) may from
time to time reasonably request.

     SECTION 5.02. Financial Covenants
of the Borrower.

     Unless the
Majority Lenders shall otherwise consent in writing, so long as any amount
payable by the Borrower hereunder shall remain unpaid or any Lender shall have
any Commitment hereunder, the Borrower will:

     (a) Fixed Charge Ratio.
Maintain (determined as of the last day of each fiscal quarter) a Fixed
Charge Ratio of at least 2.00 to 1.00.

     (b) Debt to Capitalization
Ratio. Not permit the ratio of Consolidated Debt on the last day of any
fiscal quarter of the Borrower to Total Capitalization on such day to exceed
0.65 to 1.00.

     SECTION 5.03. Negative Covenants
of the Borrower.

     Unless the
Majority Lenders shall otherwise consent in writing, so long as any amount
payable by the Borrower hereunder shall remain unpaid, or any Lender shall have
any Commitment hereunder, the Borrower will not:

     (a) Sales, Etc.
(i) Sell, lease, transfer or otherwise dispose of any shares of
common stock of any of its Significant Subsidiaries, whether now owned or
hereafter acquired, or permit any of its Significant Subsidiaries to do so or
(ii) permit the Borrower or any Subsidiary to sell, lease, transfer or
otherwise dispose of (whether in one transaction or a series of transactions)
assets representing in the aggregate more than 15% (determined at the time of
each such transaction) of the value of all of the consolidated fixed assets of
the Borrower, as reported on the most recent consolidated balance sheet of the
Borrower, to any entity other than the Borrower or any of its wholly owned
direct or indirect Subsidiaries. Notwithstanding the foregoing, the Borrower and
its Significant Subsidiaries may consummate the transactions, including
transfers of assets, contemplated by the Ohio Transition Plan Order.

     (b) Liens, Etc.
Create or suffer to exist, or permit any of its Significant Subsidiaries
to create or suffer to exist, any Lien upon or with respect to any of its
properties (including,





32

without limitation, any shares of any
class of equity security of any of its Significant Subsidiaries), in each case
to secure or provide for the payment of Indebtedness, other than (i) liens
consisting of (A) pledges or deposits in the ordinary course of business to
secure obligations under worker’s compensation laws or similar legislation,
(B) deposits in the ordinary course of business to secure, or in lieu of,
surety, appeal, or customs bonds to which the Borrower or Significant Subsidiary
is a party, (C) pledges or deposits in the ordinary course of business to
secure performance in connection with bids, tenders or contracts (other than
contracts for the payment of money), or (D) materialmen’s, mechanics’,
carriers’, workers’, repairmen’s or other like Liens incurred in the ordinary
course of business for sums not yet due or currently being contested in good
faith by appropriate proceedings diligently conducted, or deposits to obtain in
the release of such Liens; (ii) purchase money liens or purchase money
security interests upon or in any property acquired or held by the Borrower or
Significant Subsidiary in the ordinary course of business, which secure the
purchase price of such property or secure indebtedness incurred solely for the
purpose of financing the acquisition of such property; (iii) Liens existing
on the property of any Person at the time that such Person becomes a direct or
indirect Significant Subsidiary of the Borrower or Significant Subsidiary;
provided that such Liens were not created to secure the acquisition of
such Person; (iv) Liens in existence on the date of this Agreement;
(v) Liens created by the First Mortgage Indenture or the Second Mortgage
Indenture, so long as (A) in each case, under the terms thereof no “event
of default” (howsoever designated) in respect of any bonds issued thereunder
will be triggered by reference to an Event of Default hereunder or an event
which, with the giving of notice or lapse of time or both, would constitute an
Event of Default hereunder and (B) no such Liens shall apply to assets
acquired from the Borrower or any Significant Subsidiary if such assets were
free of Liens (other than as a result of a release of such Liens in
contemplation of such acquisition) immediately prior to any such acquisition;
(vi) Liens securing Stranded Cost Securitization Bonds and (vii) Liens
created for the sole purpose of extending, renewing or replacing in whole or in
part Indebtedness secured by any Lien referred to in the foregoing clauses
(i) through (vi); provided, however, that the principal amount of
Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement, as the case may be, shall be
limited to all or a part of the property or Indebtedness that secured the Lien
so extended, renewed or replaced (and any improvements on such property).

     (c) Mergers, Etc.
Merge with or into or consolidate with or into any other Person, or
permit any of its Subsidiaries to do so unless (i) immediately after giving
effect thereto, no event shall occur and be continuing that constitutes an Event
of Default, (ii) the consolidation or merger shall not materially and
adversely affect the ability of the Borrower (or its successor by merger or
consolidation as contemplated by clause (i) of this subsection (c)) to
perform its obligations hereunder or under any other Loan Document, and
(iii) in the case of any merger or consolidation to which the Borrower is a
party, the corporation formed by such consolidation or into which the Borrower
shall be merged shall assume the Borrower’s obligations under this Agreement and
the other Loan Documents to which it is a party in a writing satisfactory in
form and substance to the Majority Lenders.





33

     (d) Nature of Business.
Except as may be provided for or contemplated by the Ohio Transition
Plan Order, fail to continue to engage in the same type of business as it is
engaged in on the date hereof without material reduction or change in nature.

     (e) Compliance with ERISA.
(i) Enter into any “prohibited transaction” (as defined in
Section 4975 of the Code, and in ERISA) involving any Plan that may result
in any liability of the Borrower to any Person that (in the opinion of the
Majority Lenders) is material to the financial position or operations of the
Borrower or (ii) allow or suffer to exist any other event or condition
known to the Borrower that results in any liability of the Borrower to the PBGC
that (in the opinion of the Majority Lenders) is material to the financial
position or operations of the Borrower. For purposes of this subsection (d),
“liability” shall not include termination insurance premiums payable under
Section 4007 of ERISA.

     (f) Use of Proceeds.
Use the proceeds of any Borrowing for any purpose other than working
capital and other general corporate purposes of the Borrower and its
Subsidiaries.

ARTICLE VI
EVENTS OF DEFAULT

     SECTION 6.01. Events of
Default.

     If any of
the following events (“Events of Default”) shall occur and be
continuing:

     (a) Any
principal of, or interest on, any Advance, or any fees or other amounts payable
hereunder shall not be paid when the same become due and payable; or

     (b) Any
representation or warranty made by the Borrower (or any of its officers) in any
Loan Document or in connection with any Loan Document shall prove to have been
incorrect or misleading in any material respect when made; or

     (c) (i) The Borrower shall
fail to perform or observe any covenant set forth in Section 5.02 or
Section 5.03 on its part to be performed or observed or (ii) the
Borrower shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document on its part to be
performed or observed and such failure shall remain unremedied for 30 days
after written notice thereof shall have been given to the Borrower by the
Administrative Agent or any Lender; or

     (d) Any
material provision of this Agreement or any other Loan Document shall at any
time and for any reason cease to be valid and binding upon the Borrower, except
pursuant to the terms thereof, or shall be declared to be null and void, or the
validity or enforceability thereof shall be contested by the Borrower, any of
its affiliates or any Governmental Authority, or the Borrower shall deny that it
has any or further liability or obligation under this Agreement or any other
Loan Document; or

     (e) The
Borrower or any Significant Subsidiary shall fail to pay any principal of or
premium or interest on any Indebtedness (other than Indebtedness under this
Agreement) that is outstanding in a principal amount in excess of $20,000,000 in
the aggregate when the same





34

becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Indebtedness; or any other event
shall occur or condition shall exist under any agreement or instrument relating
to any such Indebtedness and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event
or condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

     (f) The
Borrower or any Significant Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Borrower or any Significant
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition or arrangement with creditors, a readjustment of its
debts, in each case under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted or acquiesced in by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
consecutive days, or any of the actions sought in such proceeding (including,
without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Borrower or any
Significant Subsidiary shall take any corporate action to authorize or to
consent to any of the actions set forth above in this subsection (f); or

     (g) Any
judgment or order for the payment of money exceeding any applicable insurance
coverage by more than $10,000,000 shall be rendered by a court of final
adjudication against the Borrower or any Significant Subsidiary and either
(i) valid enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 10
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

     (h) Any
Termination Event with respect to a Plan shall have occurred, and, 30 days
after notice thereof shall have been given to the Borrower by the Administrative
Agent or any Lender, (i) such Termination Event (if correctable) shall not have
been corrected and (ii) the then Unfunded Vested Liabilities of such Plan
exceed $10,000,000 (or in the case of a Termination Event involving the
withdrawal of a “substantial employer” (as defined in
Section 4001(a)(2) of ERISA), the withdrawing employer’s proportionate
share of such excess shall exceed such amount), or the Borrower or any member of
the Controlled Group as employer under a Multiemployer Plan shall have made a
complete or partial withdrawal from such Multiemployer Plan and the Plan sponsor
of such Multiemployer Plan shall have notified such withdrawing employer that
such employer has incurred a withdrawal liability in an amount exceeding
$10,000,000; or





35

     (i) Any
change in Applicable Law or any Governmental Action shall occur that has the
effect of making the transactions contemplated by this Agreement or any other
Loan Document unauthorized, illegal or otherwise contrary to Applicable Law; or

     (j) (i) The Parent shall fail
to own directly or indirectly 100% of the issued and outstanding shares of
common stock of the Borrower, (ii) any Person or two or more Persons acting
in concert shall have acquired beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of securities of the
Parent (or other securities convertible into such securities) representing 30%
or more of the combined voting power of all securities of the Parent entitled to
vote in the election of directors; (iii) commencing after the date of this
Agreement, individuals who as of the date of this Agreement were directors shall
have ceased for any reason to constitute a majority of the Board of Directors of
the Parent unless the Persons replacing such individuals were nominated by the
stockholders or the Board of Directors of the Parent in accordance with the
Parent’s Code of Regulations; or (iv) 90 days shall have elapsed after
any Person or two or more Persons acting in concert shall have entered into a
contract or arrangement which upon consummation will result in its or their
acquisition of, or control over, securities of the Parent (or other securities
convertible into such securities) representing 30% or more of the combined
voting power of all securities of the Parent entitled to vote in the election of
directors (each a “Change of Control”).

then, and in any such event, the
Administrative Agent shall at the request, or may with the consent, of the
Majority Lenders, (i) by notice to the Borrower, declare the obligation of
each Lender to make Advances, to be terminated, whereupon the same shall
forthwith terminate and (ii) by notice to the Borrower, declare the Advances and
all other amounts payable under this Agreement and the other Loan Documents to
be forthwith due and payable, whereupon the Advances and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to the Borrower or any Significant
Subsidiary under the Bankruptcy Code, (A) the obligation of each Lender to
make Advances, shall automatically be terminated and (B) all Advances and
all other amounts payable under this Agreement shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

     SECTION 7.01. Authorization and
Action.

     Each Lender
hereby appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting)





36

upon the instructions of the Majority
Lenders, and such instructions shall be binding upon all Lenders; provided,
however, that the Administrative Agent shall not be required to take any
action which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement or applicable law. The Administrative Agent agrees to
give to each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement and to promptly forward to each Lender
the financial statements delivered to the Administrative Agent pursuant to
Section 5.01(g).

     SECTION 7.02. Agent’s Reliance,
Etc.

     Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable to any Lender or the Borrower for any action taken or omitted to
be taken by it or them under or in connection with this Agreement, except for
its or their own gross negligence or willful misconduct. Without limitation of
the generality of the foregoing, the Administrative Agent: (i) may treat
each Lender listed in the Register as a “Lender” with a Commitment in the amount
recorded in the Register until the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by a Lender listed in the Register, as
assignor, and an Eligible Assignee, as assignee, as provided in
Section 8.07, at which time the Administrative Agent will make such
recordations in the Register as are appropriate to reflect the assignment
effected by such Assignment and Acceptance; (ii) may consult with legal
counsel (including counsel for the Borrower), independent public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (iii) makes no warranty or representation
to any Lender and shall not be responsible to any Lender for any statements,
warranties or representations (whether written or oral) made in or in connection
with the Loan Documents; (iv) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of the Loan Documents on the part of the Borrower or to inspect the
property (including the books and records) of the Borrower; (v) shall not
be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
other instrument or document furnished pursuant thereto; and (vi) shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram or cable) believed by it in good faith to be genuine and
signed or sent by the proper party or parties.

     SECTION 7.03. JPMorgan Chase and
Affiliates.

     With respect
to its Commitment, the Advances made by it and any Note issued to it, JPMorgan
Chase shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not the Administrative Agent;
and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated,
include JPMorgan Chase in its individual capacity. JPMorgan Chase and its
affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower,
any of its respective subsidiaries and any Person who may do business with or
own securities of the Borrower or any such subsidiary, all as if JPMorgan Chase
were not the Administrative Agent and without any duty to account therefor to
the Lenders.





37

     SECTION 7.04. Lender Credit
Decision.

     Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements
referred to in Section 4.01(g) and such other documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

     SECTION 7.05.
Indemnification.

     The Lenders
agree to indemnify the Administrative Agent (to the extent not reimbursed by the
Borrower), ratably according to the amounts of their respective Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Administrative Agent under this
Agreement; provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Administrative Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including
reasonable counsel fees) incurred by the Administrative Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
to the extent that such expenses are reimbursable by the Borrower but for which
the Administrative Agent is not reimbursed by the Borrower.

     SECTION 7.06. Successor
Agent.

     The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower and may be removed at any time with or without
cause by the Majority Lenders. Upon any such resignation or removal, the
Majority Lenders shall have the right, with the prior written consent of the
Borrower (unless an Event of Default or an event that, with the giving of notice
or the passage of time, or both, would constitute an Event of Default has
occurred and is continuing), which consent shall not be unreasonably withheld or
delayed, to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation or the Majority Lenders’
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank described in clause (i) or (ii) of
the definition of “Eligible Assignee” and having a combined capital and surplus
of at least $250,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent





38

shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.
Notwithstanding the foregoing, if no Event of Default, and no event that with
the giving of notice or the passage of time, or both, would constitute an Event
of Default, shall have occurred and be continuing, then no successor
Administrative Agent shall be appointed under this Section 7.06 without the
prior written consent of the Borrower, which consent shall not be unreasonably
withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

     SECTION 8.01. Amendments,
Etc.

     No amendment
or waiver of any provision of this Agreement or any Note, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the Lenders, do any
of the following: (a) waive any of the conditions specified in
Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce
the principal of, or interest on, the Advances or any fees or other amounts
payable hereunder, (d) postpone any date fixed for any payment of principal of,
or interest on, the Advances or any fees or other amounts payable hereunder,
(e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Advances, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action hereunder or
(f) amend this Section 8.01; and provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement; and provided, further, that this Agreement may be amended and
restated without the consent of any Lender or the Administrative Agent if, upon
giving effect to such amendment and restatement, such Lender or the
Administrative Agent, as the case may be, shall no longer be a party to this
Agreement (as so amended and restated) or have any Commitment or other
obligation hereunder and shall have been paid in full all amounts payable
hereunder to such Lender or the Administrative Agent, as the case may be.

     SECTION 8.02. Notices,
Etc.

     Unless
specifically provided otherwise in this Agreement, all notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or cable communication) and mailed, telecopied, telegraphed, cabled
or delivered, if to the Borrower, at its address at 76 South Main Street, Akron,
Ohio 44308, Attention: Treasurer, Telecopy: (330) 384-3772; if to any Bank, at
its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender; if to the
Administrative Agent, at its address at 1111 Fannin - 10th Floor,
Houston, Texas 77002, NY 10081, telecopy no.





39

(713) 427-6307, Attention: Loan and
Agency Services Group; or, as to each party, at such other address as shall be
designated by such party in a written notice to the other parties. All such
notices and communications shall, when mailed, telecopied, telegraphed, telexed
or cabled, be effective when deposited in the mails, telecopied, delivered to
the telegraph company or delivered to the cable company, respectively, except
that notices and communications to the Administrative Agent pursuant to
Article II or VII shall not be effective until received by the
Administrative Agent (as the case may be).

     SECTION 8.03. No Waiver;
Remedies.

     No failure
on the part of any Lender or the Administrative Agent to exercise, and no delay
in exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

     SECTION 8.04. Costs and Expenses;
Indemnification.

     (a) The
Borrower agrees to pay on demand all costs and expenses incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
syndication administration, modification and amendment of this Agreement, any
Note and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement.
The Borrower further agrees to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses of
counsel), incurred by the Administrative Agent and the Lenders in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, any Note and the other documents to be delivered
hereunder, including, without limitation, counsel fees and expenses in
connection with the enforcement of rights under this Section 8.04(a).

     (b) If
any payment of principal of, or Conversion of, any Eurodollar Rate Advance is
made other than on the last day of the Interest Period for such Advance, as a
result of a payment or Conversion pursuant to Section 2.09 or 2.12 or a
prepayment pursuant to Section 2.10 or acceleration of the maturity of any
amounts owing hereunder pursuant to Section 6.01 or upon an assignment made
upon demand of the Borrower pursuant to Section 8.07(h) or for any other
reason, the Borrower shall, upon demand by any Lender (with a copy of such
demand to the Administrative Agent), pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses which it may reasonably incur as a result
of such payment or Conversion, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or redeployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance. The
Borrower’s obligations under this subsection (b) shall survive the
repayment of all other amounts owing to the Lenders and the Administrative Agent
under this Agreement and any Note and the termination of the Commitments





40

     (c) The
Borrower hereby agrees to indemnify and hold each Lender, the Administrative
Agent and their respective Affiliates and their respective officers, directors,
employees and professional advisors (each, an “Indemnified
Person”) harmless from and against any and all claims, damages,
liabilities, costs or expenses (including reasonable attorney’s fees and
expenses, whether or not such Indemnified Person is named as a party to any
proceeding or is otherwise subjected to judicial or legal process arising from
any such proceeding) that any of them may incur or that may be claimed against
any of them by any Person by reason of or in connection with or arising out of
any investigation, litigation or proceeding related to the Commitments hereunder
and any use or proposed use by the Borrower of the proceeds of any Advance,
except to the extent such claim, damage, liability, cost or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Person’s gross negligence or willful misconduct.
The Borrower’s obligations under this Section 8.04(c) shall survive the
repayment of all amounts owing to the Lenders and the Administrative Agent under
this Agreement and any Note and the termination of the Commitments. If and to
the extent that the obligations of the Borrower under this Section 8.04(c)
are unenforceable for any reason, the Borrower agrees to make the maximum
payment in satisfaction of such obligations that are not unenforceable that is
permissible under Applicable Law or, if less, such amount that may be ordered by
a court of competent jurisdiction.

     (d) To
the extent permitted by law, the Borrower also agrees not to assert any claim
against any Indemnified Person on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to actual or direct
damages) in connection with, arising out of, or otherwise relating to this
Agreement, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Advances.

     SECTION 8.05. Right of
Set-off.

     Upon the
occurrence and during the continuance of any Event of Default each Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, excluding, however, any payroll
accounts maintained by the Borrower with such Lender if and to the extent that
such Lender shall have expressly waived its set-off rights in writing in respect
of such payroll account) at any time held and other indebtedness at any time
owing by such Lender to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under
this Agreement and any Note held by such Lender, whether or not such Lender
shall have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Borrower
after any such set-off and application made by such Lender, provided that
the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender under this Section 8.05 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Lender may have.

     SECTION 8.06. Binding
Effect.

     This
Agreement shall become effective when it shall have been executed by the
Borrower and the Administrative Agent and when the Administrative Agent shall
have been notified by each Bank that such Bank has executed it and thereafter
shall be binding upon and inure to the





41

benefit of the Borrower, the
Administrative Agent and each Lender and their respective successors and
permitted assigns, except that the Borrower shall not have the right to assign
its rights or obligations hereunder or any interest herein without the prior
written consent of the Lenders.

     SECTION 8.07. Assignments and
Participations.

     (a) Each Lender may, with the
prior written consent of the Borrower and the Administrative Agent (which
consents shall not be unreasonably withheld or delayed and, in the case of the
Borrower, shall not be required if an Event of Default then exists), assign to
one or more banks or other entities all or a portion of its rights and
obligations under this Agreement and the other Loan Documents (including,
without limitation, all or a portion of its Commitment,the Advances owing to it
and any Note held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all the
assigning Lender’s rights and obligations under this Agreement, (ii) the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 (or if
less, the entire amount of such Lender’s Commitment) and shall be an integral
multiple of $1,000,000, (iii) each such assignment shall be to an Eligible
Assignee, and (iv) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with any Note subject to such assignment
and a processing and recordation fee of $3,500. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its continuing obligations under this Agreement (and, in the case
of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).

     (b) By
executing and delivering an Assignment and Acceptance, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows: (i) other than as provided in such
Assignment and Acceptance, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of their
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01(g) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon





42

the Administrative Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

     (c) The
Administrative Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Advances owing
to, each Lender from time to time (the “Register”). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

     (d) Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with any Note subject to
such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit C
hereto, (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower and the Borrower shall deliver any Note requested
pursuant to Section 2.16 in favor of such assignee or assignor (as the case
may be), after giving effect to such assignment.

     (e) Each Lender may sell
participations to one or more banks or other entities in or to all or a portion
of its rights and obligations under this Agreement and the other Loan Documents
(including, without limitation, all or a portion of its Commitment, the Advances
owing to it and any Note held by it); provided, however, that
(i) such Lender’s obligations under this Agreement (including, without
limitation, its Commitment to the Borrower hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Lender shall
remain the holder of any such Note for all purposes of this Agreement,
(iv) such Lender may not subject its ability to consent to any modification
of this Agreement or any Note to the prior consent of the bank or other entity
to which such participation was sold, except in the case of proposed waivers or
modifications with respect to interest, principal and fees payable hereunder and
under any Note and with respect to any extension of the Termination Date, and
(v) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.

     (f) Any
Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 8.07, disclose to the
assignee or participant or proposed assignee or participant, any information
relating to the Borrower furnished to such





43

Lender by or on behalf of the Borrower;
provided, that prior to any such disclosure, the assignee or participant
or proposed assignee or participant shall agree to preserve the confidentiality
of any confidential information relating to the Borrower received by it from
such Lender.

     (g) Notwithstanding anything to
the contrary set forth herein, any Lender may assign and pledge all or any
portion of its rights hereunder and under any Note (including, without
limitation, its rights to receive payments of principal and interest hereunder
and under any Note) to (i) any Federal Reserve Bank (and its transferees)
as collateral security pursuant to Regulation A of the Board of Governors
of the Federal Reserve System and any operating circular issued by such Federal
Reserve Bank, as collateral or otherwise, or (ii) any Affiliate of such
Lender, in either case, without notice to or consent of the Borrower or the
Administrative Agent; provided, that no such assignment (other than to an
Eligible Assignee under subsection (a) above) shall release the assigning
Lender from its obligations hereunder.

     (h) If
any Lender shall make demand for payment under Section 2.11(a), 2.11(b) or
2.12, or shall deliver any notice to the Administrative Agent pursuant to
Section 2.12 resulting in the suspension of certain obligations of the
Lenders with respect to Eurodollar Rate Advances, then, within 30 days of
such demand (if, and only if, such payment demanded under Section 2.11(a),
2.11(b) or 2.12, as the case may be, shall have been made by the Borrower) or
such notice (if such suspension is still in effect), as the case may be, the
Borrower may demand that such Lender assign in accordance with this
Section 8.07 to one or more Eligible Assignees designated by the Borrower
all (but not less than all) of such Lender’s Commitment and the Advances owing
to it within the next 15 days. If any such Eligible Assignee designated by
the Borrower shall fail to consummate such assignment on terms acceptable to
such Lender, or if the Borrower shall fail to designate any such Eligible
Assignee for all of such Lender’s Commitment or Advances, then such Lender may
assign such Commitment and Advances to any other Eligible Assignee in accordance
with this Section 8.07 during such 15-day period; it being understood for
purposes of this Section 8.07(h) that such assignment shall be conclusively
deemed to be on terms acceptable to such Lender, and such Lender shall be
compelled to consummate such assignment to an Eligible Assignee designated by
the Borrower, if such Eligible Assignee shall agree to such assignment in
substantially the form of Exhibit C hereto and shall offer compensation to
such Lender in an amount equal to the sum of the principal amount of all
Advances outstanding to such Lender plus all interest accrued thereon to the
date of such payment plus all other amounts payable by the Borrower to such
Lender hereunder (whether or not then due) as of the date of such payment
accrued in favor of such Lender hereunder.

     (i) Notwithstanding anything to
the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPC”) of such
Granting Lender identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Advance that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by
any such SPC to make any Advance, (ii) if such SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Advance, the
Granting Lender shall be obligated to make such Advance pursuant to the terms
hereof and (iii) no SPC or Granting Lender shall be entitled to receive any
greater amount pursuant to Section 2.08 or 2.12 than the Granting Lender





44

would have been entitled to receive had
the Granting Lender not otherwise granted such SPC the option to provide any
Advance to the Borrower. The making of an Advance by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Advance were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would otherwise be liable so long as,
and to the extent that, the related Granting Lender provides such indemnity or
makes such payment. In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against or join any other person in instituting against such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof.
Notwithstanding the foregoing, the Granting Lender unconditionally agrees to
indemnify the Borrower, the Administrative Agent and each Lender against all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
incurred by or asserted against the Borrower, the Administrative Agent or such
Lender, as the case may be, in any way relating to or arising as a consequence
of any such forbearance or delay in the initiation of any such proceeding
against its SPC. Each party hereto hereby acknowledges and agrees that no SPC
shall have the rights of a Lender hereunder, such rights being retained by the
applicable Granting Lender. Accordingly, and without limiting the foregoing,
each party hereby further acknowledges and agrees that no SPC shall have any
voting rights hereunder and that the voting rights attributable to any Advance
made by an SPC shall be exercised only by the relevant Granting Lender and that
each Granting Lender shall serve as the administrative agent and
attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all
payments made for the benefit of such SPC and take all actions hereunder to the
extent, if any, such SPC shall have any rights hereunder. In addition,
notwithstanding anything to the contrary contained in this Agreement any SPC
may, with notice to, but without the prior written consent of, any other party
hereto, assign all or a portion of its interest in any Advances to the Granting
Lender. This Section may not be amended without the prior written consent of
each Granting Lender, all or any part of whose Advance is being funded by an SPC
at the time of such amendment.

     SECTION 8.08. Governing
Law.

     THIS
AGREEMENT AND ANY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8.09. Consent to
Jurisdiction; Waiver of Jury Trial.

     (a) To
the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits
to the non-exclusive jurisdiction of any New York State or Federal court sitting
in New York City and any appellate court from any thereof in any action or
proceeding arising out of or relating to this Agreement, any other Loan
Document, and (ii) agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State court or in such
Federal court. The Borrower hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding. The Borrower also irrevocably consents, to the
fullest extent permitted by law, to the service of any





45

and all process in any such action or
proceeding by the mailing by certified mail of copies of such process to the
Borrower at its address specified in Section 8.02. The Borrower agrees, to
the fullest extent permitted by law, that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

     (b) THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR DOCUMENT DELIVERED
HEREUNDER OR THEREUNDER.

     SECTION 8.10.
Severability.

     Any
provision of this Agreement that is prohibited, unenforceable or not authorized
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition, unenforceability or non-authorization without invalidating
the remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction.

     SECTION 8.11. Entire
Agreement.

     This
Agreement and the Notes issued hereunder constitute the entire contract among
the parties relative to the subject matter hereof. Any previous agreement among
the parties with respect to the subject matter hereof is superseded by this
Agreement, except (i) as expressly agreed in any such previous agreement
and (ii) for the Fee Letter. Except as is expressly provided for herein,
nothing in this Agreement, expressed or implied, is intended to confer upon any
party other than the parties hereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

     SECTION 8.12. Execution in
Counterparts.

     This
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.





     IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


	 	 	 	 	 	 
	 	 	OHIO EDISON COMPANY.	
	
       
	 	 	 	 	
	
      
	 	By 	 	/s/ Randy Scilla	
	
      
	 	 	 	 	
	
      
	 	 	 	Name: Randy Scilla	
	
      
	 	 	 	Title: Assistant Treasurer
	
	
       
	 	 	 	 	
	
      
	 	JPMORGAN CHASE BANK,
as
      Administrative Agent	
	
       
	 	 	 	 	
	
      
	 	By	 	 	
	
      
	 	 	 	 	
	
      
	 	 	 	Name:	
	
      
	 	 	 	Title:	







S-1

     IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


	 	 	 	 	 	 
	 	 	OHIO EDISON COMPANY.	
	
       
	 	 	 	 	
	
      
	 	By	 	 	
	
      
	 	 	 	 	
	
      
	 	 	 	Name:	
	
      
	 	 	 	Title:	
	
       
	 	 	 	 	
	
      
	 	JPMORGAN CHASE BANK,	
	
      
	 	as Administrative Agent	
	
       
	 	 	 	 	
	
      
	 	BY 	 	/s/ Thomas L. Casey	
	
      
	 	 	 	 	
	
      
	 	 	 	Name: Thomas L. Casey	
	
      
	 	 	 	Title: Vice President	







S-2


	 	 	 	 	 
	 	 	BANK ONE, NA
	
       
	 	 	 	 
	
      
	 	By 	 	/s/ DAWN M. LAWLER
	
      
	 	 	 	 
	
      
	 	 	 	Name: DAWN M. LAWLER
	
      
	 	 	 	Title:
DIRECTOR







S-3


	 	 	 	 	 	 
	 	 	FLEET NATIONAL BANK	
	
       
	 	 	 	 	
	
      
	 	By 	 	/s/ Stephen J. Hoffman	
	
      
	 	 	 	 	
	
      
	 	 	 	Name: Stephen J. Hoffman	
	
      
	 	 	 	Title: Director	







S-4


	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND
    PLC
	
       
	 	 	 	 
	
      
	 	By 	 	/s/ Maria Amaral LeBlanc
	
      
	 	 	 	 
	
      
	 	 	 	Name: Maria Amaral-LeBlanc
	
      
	 	 	 	Title:   Senior Vice
    President







S-5


	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL
      ASSOCIATION
	
       
	 	 	 	 
	
      
	 	By 	 	/s/ Danis J. Campbell IV
	
      
	 	 	 	 
	
      
	 	 	 	Name: Danis J. Campbell IV
	
      
	 	 	 	Title:    Senior Vice
  President







S-6


	 	 	 	 	 	 	 
	 	 	UBS AG, CAYMAN ISLANDS BRANCH	 	 
	
       
	 	 	 	 	 	 
	
      
	 	By 	 	/s/ Patricia O’Kicki	 	 
	
      
	 	 	 	 	 	 
	
      
	 	 	 	Name: Patricia O’Kicki	 	 
	 	 	 	 	Title:   Director
	 
	
      
	 	By 	 	/s/ Jennifer L. Poccia	 	 
	
      
	 	 	 	 	 	 
	
      
	 	 	 	Name: Jennifer L. Poccia	 	 
	
      
	 	 	 	Title:   Associate Director	 	 
	
      
	 	 	 	
      Banking Products Services, US
	 	 







S-7


	 	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,
      CAYMAN
	 	 	ISLANDS BRANCH
	
       
	 	 	 	 
	
      
	 	By 	 	/s/ PETER A. RYAN
	
      
	 	  	 	 
	
      
	 	 	 	Name: PETER A. RYAN
	
      
	 	 	 	Title:   VICE PRESIDENT
	 
	
      
	 	By	 	/s/ GUY M. BARON
	
      
	 	 	 	 
	
      
	 	 	 	Name: GUY M. BARON
	
      
	 	 	 	Title:   ASSOCIATE







S-8


	 	 	 	 	 	 
	 	 	
      FIRST COMMERCIAL BANK
      (NEW YORK AGENCY)

	 	 	
	
       
	 	 	 	 
	
      
	 	By	 	/s/ Jason Lee
	
      
	 	 	 	 
	
      
	 	  	 	Name: Jason Lee
	
      
	 	  	 	Title: Assistant General Manager







S-9


	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	
       
	 	 	 	 
	
      
	 	By	 	/s/ NATHAN S. HOWARD
	
      
	 	 	 	 
	
      
	 	  	 	Name: NATHAN S. HOWARD
	
      
	 	  	 	Title: VICE PRESIDENT







S-10


	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA
	 
	
      
	 	By	 	/s/ John Malloy
	
      
	 	 	 	 
	
      
	 	 	 	Name: John Malloy
	
      
	 	 	 	Title:   Managing Director







SCHEDULE I

List of Commitments and Lending
Offices


	 	 	 	 	 	 	 	 	 
	Lender	 	Allocation	 	Domestic
      Lending Office	 	Eurodollar Lending Office
	
      First Commercial
      Bank
(New York Agency) 
	 	 	15,000,000	 	 	750 Third Avenue, 34th Floor
      
New York, NY 10017 	 	750 Third Avenue, 34th Floor
New
      York, NY 10017
	 	 	 	 	 	 	 	 	 
	
      The Bank of New York
    
	 	 	15,000,000	 	 	One Wall Street, 19th Floor
New
      York, NY 10286 	 	One Wall Street, 19th Floor 
New
      York, NY 10286
	 	 	 	 	 	 	 	 	 
	
      The Bank of Nova Scotia
      
	 	 	25,000,000	 	 	1 Liberty Plaza
New York, NY 10006 	 	1 Liberty Plaza
New York, NY 10006
	 	 	 	 	 	 	 	 	 
	
      Fleet National Bank
    
	 	 	25,000,000	 	 	100 Federal Street 
Boston, MA 02110 	 	100 Federal Street 
Boston, MA 02110
	 	 	 	 	 	 	 	 	 
	
      Bank One, NA 
	 	 	40,000,000	 	 	1 Bank One Plaza 
Suite IL1-0834
Chicago,
      IL 60670 	 	1 Bank One Plaza
Suite IL 1-0834 
Chicago,
      IL 60670
	 	 	 	 	 	 	 	 	 
	
      The Royal Bank of Scotland
      plc 
	 	 	25,000,000	 	 	101 Park Avenue
New York, NY 10178 	 	101 Park Avenue
New York, NY 10178
	 	 	 	 	 	 	 	 	 
	
      LaSalle Bank National
      Association 
	 	 	25,000,000	 	 	135 South LaSalle Street 
Chicago, IL 60603
    	 	135 South LaSalle Street 
Chicago, IL
  60603
	 	 	 	 	 	 	 	 	 
	
      UBS AG, Cayman Islands
      Branch 
	 	 	25,000,000	 	 	677 Washington Blvd. 
Stamford, CT 06901 	 	677 Washington Blvd.
Stamford, CT 06901
	 	 	 	 	 	 	 	 	 
	
      Credit Suisse First
      Boston, Cayman Islands Branch 
	 	 	15,000,000	 	 	One Madison Avenue
New York, NY 10010 	 	One Madison Avenue
New York, NY 10010







EXHIBIT A

FORM OF NOTE


			
	U.S.$ ___ 	 	Dated: _____,
___



     FOR VALUE
RECEIVED, the undersigned, OHIO EDISON COMPANY, an Ohio corporation, (the
“Borrower”), HEREBY PROMISES TO PAY to the order of ___ (the
“Lender”) for the account of its Applicable Lending Office (such
term and other capitalized terms herein being used as defined in the Credit
Agreement referred to below) the principal sum of U.S.$[amount of the
Lender’s Commitment in figures] or, if less, the aggregate principal amount
of the Advances made by the Lender to the Borrower pursuant to the Credit
Agreement outstanding on the Termination Date, payable on the Termination Date.

     The Borrower
promises to pay interest on the unpaid principal amount of each Advance from the
date of such Advance until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit
Agreement.

     Both
principal and interest are payable in lawful money of the United States of
America to JPMorgan Chase Bank, as Administrative Agent, at 270 Park Avenue, New
York, New York 10017, in same day funds. Each Advance made by the Lender to the
Borrower pursuant to the Credit Agreement, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note.

     This
Promissory Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement, dated as of May 12, 2003 (the
“Credit Agreement”), among the Borrower, the Lenders named therein
and JPMorgan Chase Bank, as Administrative Agent for the Lenders. The Credit
Agreement, among other things, (i) provides for the making of Advances by
the Lender to the Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Advance being evidenced by
this Promissory Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

     The Borrower
hereby waives presentment, demand, protest and notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the
holder hereof shall operate as a waiver of such rights.





A-2

     THIS
PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


	 	 	 	 	 	 
	 	 	OHIO EDISON COMPANY	
	
       
	 	 	 	 	
	
      
	 	By	 	 	
	
      
	 	 	 	 	
	
      
	 	 	 	Name:	
	
      
	 	 	 	Title:	







EXHIBIT B

FORM OF NOTICE OF BORROWING

JPMorgan Chase Bank, as Administrative
Agent
   for the Lenders party
   to the
Credit Agreement
   referred to below

[Date]

Ladies and Gentlemen:

     The
undersigned refers to the Credit Agreement, dated as of May 12, 2003 (the
“Credit Agreement”, the terms defined therein being used herein as
therein defined), among the undersigned, certain Lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent for the Lenders, and hereby gives
you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement
that the undersigned hereby requests a Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Borrowing
(the “Proposed Borrowing”) as required by Section 2.02(a) of
the Credit Agreement:

   (i) The
Business Day of the Proposed Borrowing is    
               
   ,         .

   (ii)
The Type of Advance to be made in connection with the Proposed Borrowing is
[Alternate Base Rate Advance] [Eurodollar Rate Advance].

   (iii)
The aggregate amount of the Proposed Borrowing is $    
               
   .

   [(iv)
The Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is        
               
[week[s]][month[s]].]

   The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Borrowing:

   (A) the
representations and warranties contained in Section 4.01 of the Credit
Agreement are correct, before and after giving effect to the Proposed Borrowing
and to the application of the proceeds therefrom, as though made on and as of
such date;

   (B) no
event has occurred and is continuing, or would result from such Proposed
Borrowing or from the application of the proceeds therefrom, that





B-2

constitutes an Event of
Default or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both; and

   (C)
immediately following such Proposed Borrowing, (1) the aggregate
outstanding principal amount of Advances shall not exceed the aggregate amount
of the Commitments then in effect, and (2) the aggregate outstanding principal
amount of Advances made by any Lender shall not exceed the amount of such
Lender’s Commitment.


	 	 	 	 	 	 
	 	 	Very truly yours,	
	 	
	 	 	OHIO EDISON COMPANY	
	 	
	
      
	 	By	 	 	
	
      
	 	 	 	 	
	
      
	 	 	 	Name:	
	
      
	 	 	 	Title:	







EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE


Dated _________,_______

              Reference
is made to the Credit Agreement, dated as of May 12, 2003 (as amended,
modified or supplemented from time to time, the “Credit
Agreement”), among Ohio Edison Company, an Ohio corporation (the
“Borrower”), the Lenders (as defined in the Credit Agreement)
party thereto, and JPMorgan Chase Bank, as Administrative Agent for the Lenders
(the “Agent”). Capitalized terms defined in the Credit Agreement
are used herein with the same meaning.

              
___ (the “Assignor”) and ___ (the “Assignee”) agree
as follows:

   1. The
Assignor hereby sells and assigns, without recourse, to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, without recourse to the
Assignor, a portion of the Assignor’s rights and obligations under the Credit
Agreement as of the Effective Date (as defined in Section 5 below) which
represents the percentage interest specified on Schedule 1 of all
outstanding rights and obligations of the Lenders under the Credit Agreement
(the “Assigned Interest”), including, without limitation, such
percentage interest in the Commitment as in effect on the Effective Date, the
Advances outstanding on the date hereof, the Note[s] (if any) held by the
Assignor. After giving effect to such sale and assignment, the Assignee’s
Commitment and the amount of outstanding credits owing to the Assignee will be
as set forth in Section 2 of Schedule 1.

   2. On
the Effective Date, the Assignee will pay to the Assignor, in same day funds, at
such address and account as the Assignor shall advise the Assignee, the
principal amount of the Advances, and the participatory interest in
Reimbursement Obligations, outstanding under the Loan Documents which are being
assigned hereunder, and the sale and assignment contemplated hereby shall
thereupon become effective. From and after the Effective Date, the Assignor
agrees that the Assignee shall be entitled to all rights, powers and privileges
of the Assignor under the Credit Agreement to the extent of the Assigned
Interest, including without limitation (i) the right to receive all
payments in respect of the Assigned Interest for the period from and after the
Effective Date, whether on account of principal, interest, fees, indemnities in
respect of claims arising after the Effective Date (subject to
Sections 8.04 and 8.07 of the Credit Agreement), increased costs,
additional amounts or otherwise; (ii) the right to vote and to instruct the
Administrative Agent under the Credit Agreement based on the Assigned Interest;
(iii) the right to set-off and to appropriate and apply deposits of the Borrower
as set forth in the Credit Agreement; and (iv) the right to receive
notices, requests, demands and other communications. The Assignor agrees that it
will promptly remit to the Assignee any amount received by it in respect of the
Assigned Interest (whether from the Borrower, the Administrative Agent or
otherwise) in the same funds in which such amount is received by the Assignor.





C-2

   3. The
Assignor (i) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (ii) other than as provided in this
Assignment and Acceptance, makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto;
(iii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of their obligations under the Credit
Agreement or any other instrument or document furnished pursuant thereto; (iv)
(if applicable) attaches the Note[s] referred to in paragraph 1 above and
requests that the Administrative Agent exchange such Note[s] for a new Note
payable to the order of the Assignee in an amount equal to the Commitment
assumed by the Assignee pursuant hereto or new Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto and the Assignor in an amount equal to the Commitment retained by the
Assignor under the Credit Agreement, respectively, as specified on
Schedule 1 hereto; and (v) makes no other representation or warranty
with respect to the Borrower, the Loan Documents or any other instrument or
document furnished pursuant thereto, except as expressly set forth in clause
(i) of this Section 3.

   4. The
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in
Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee;
(iv) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender; [and]
(vi) specifies as its Domestic Lending Office (and address for notices) and
Eurodollar Lending Office the offices set forth beneath its name on the
signature pages hereof [and (vi) attaches the forms prescribed by the
Internal Revenue Service of the United States certifying that it is exempt from
United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement and the Notes].*

   5.
Following the execution of this Assignment and Acceptance by the Assignor and
the Assignee, it will be delivered to the Administrative Agent for acceptance
and recording by the Administrative Agent. The effective date of this Assignment
and Acceptance shall be the date of acceptance thereof by the Administrative







	*	 	If the Assignee is organized under the laws of a
      jurisdiction outside the United States.







C-3

Agent, unless otherwise
specified on Schedule 1 hereto (the “Effective Date”);
provided, however, that in no event shall this Assignment and Acceptance
become effective prior to the payment for the processing and recordation fee to
the Administrative Agent as provided in Section 8.07(a) of the Credit
Agreement.

   6. Upon
such acceptance and recording and receipt of any consent of the Borrower and the
Administrative Agent required pursuant to Section 8.07(a) of the Credit
Agreement, as of the Effective Date, (i) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and
(ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.

   7. Upon
such acceptance, recording and consent, from and after the Effective Date, the
Administrative Agent shall make all payments under the Credit Agreement and the
Notes in respect of the interest assigned hereby (including, without limitation,
all payments of principal, interest and fees with respect thereto) to the
Assignee. The Assignor and Assignee shall make all appropriate adjustments in
payments under the Credit Agreement and the Notes for periods prior to the
Effective Date directly between themselves.

   8.
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

   This
Assignment and Acceptance may be signed 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.

               IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.





Schedule 1
to
Assignment and
Acceptance

Dated ________ , ________


	 	 	 	 	 	 	 
	
      Section 1.
	 	 	 	 	 	 
	 
	
      Total Credit Agreement
      Commitments
	 	$	        	 	 	 
	 
	
      Percentage
      Interest:
	 	 	        	%	 	 
	 
	
      Amount of Assigned
      Share
	 	$	        	 	 	 
	 
	
      Section 2.
	 	 	 	 	 	 
	 
	
      Assignee’s
      Commitment:
	 	$	 	 	 	 
	 
	
      Aggregate outstanding
      Advances owing to the Assignee:
	 	$	 	 	 	 
	 
	
      A Note payable to the
      order of the Assignee
	 	 	 	 	 	 
	
      Dated:                    ,                    
	 	 	 	 	 	 
	 
	
      Principal
    amount:
	 	$	 	 	 	 
	 
	
      [A Note payable to the
      order of the Assignor
	 	 	 	 	 	 
	
      Dated:                    ,                    
	 	 	 	 	 	 
	 
	
      Principal
    amount:
	 	$	        	]	 	 
	 
	
      Section 3.
	 	 	 	 	 	 
	 
	
      Effective Date*:
                          
                          ,
      20   
	 	 	 	 	 	 




	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR], as Assignor
	 
	
      
	 	By	 	 
	
      
	 	 	 	 
	
      
	 	 	 	Name:
Title:









	*	 	This date should be no earlier than the date of acceptance
      by the Administrative Agent.








	 	 	 
	[NAME OF ASSIGNEE], as Assignee
	
       
	 	 
	
      By
	 	 
	
      
	 	 
	
      
	 	Name:
	
      
	 	Title:
	
       
	 	 
	
      Domestic Lending Office
      (and
address for notices):

	
       
	 	[Address]
	
       
	 	 
	
      Eurodollar Lending
      Office:

	
       
	 	[Address]



Accepted and Consented this
             
day
of
                        ,
            


	 	 	 
	JPMORGAN CHASE BANK

	as Administrative Agent
	
       
	 	 
	
      By
	 	 
	
      
	 	 
	
      
	 	Name:
	
      
	 	Title:
	
       
	 	 
	Consented to:

	OHIO EDISON COMPANY
	
       
	 	 
	
      By
	 	 
	
      
	 	 
	
      
	 	Name:
	
      
	 	Title:







EXHIBIT D

FORM OF OPINION OF GARY D. BENZ,
ESQ.



May 12, 2003


	 	 	 
	
      To: 
	 	The Lenders party to the within-mentioned Credit
      Agreement
and to JPMorgan Chase Bank, as Administrative Agent




	 	 	 	 	 
	
      
	 	Re: 	 	Ohio Edison Company Credit Agreement,
	
      
	 	 	 	dated as of May 12, 2003
	
      
	 	 	 	
      

    



Ladies and Gentlemen:

     I am
Associate General Counsel for FirstEnergy Corp., the parent company to Ohio
Edison Company (the “Borrower”). I have acted as counsel to the
Borrower in connection with the preparation of the Credit Agreement, dated as of
May 12, 2003 (the “Credit Agreement”), among the Borrower,
the banks parties thereto (the “Lenders”) and JPMorgan Chase Bank
as Administrative Agent for the Lenders. Capitalized terms used herein and not
defined herein have the meanings assigned to them in the Credit Agreement. This
opinion is being furnished to you pursuant to Section 3.01(a)(vi) of the
Credit Agreement.

     I (or
persons under my supervision and control) have reviewed the Credit Agreement and
the form of the Notes attached thereto and examined originals or copies,
certified or otherwise identified to my satisfaction, of such corporate records
and other documents and matters and have made such investigation of fact and law
as I have deemed necessary or advisable to express the opinions set forth below.


     The Credit
Agreement and the Notes are sometimes referred to in this opinion collectively
as the “Loan Documents” and each individually as a “Loan
Document”.

     Based on the
foregoing and such legal considerations as I have deemed necessary or advisable
to express the opinions set forth below, I am of the opinion that:

     1. The
Borrower is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Ohio, is duly qualified to do business
as a foreign corporation in and is in good standing under the laws of each other
state in which the ownership of its properties or the conduct of its business
makes such qualification necessary, except where the failure to be so qualified
would not have a material adverse effect on its business or financial condition,
or on its ability to perform its obligations under the Loan Documents, and has
all





D-2

corporate powers and all material
governmental licenses, franchises, certificates of convenience and necessity,
authorizations, consents and approvals required to carry on its respective
business as now conducted and to maintain and operate its property.

     2. No
Governmental Action is or will be required for (a) the due execution,
delivery or recordation by the Borrower of any Loan Document or the performance
by it of its obligations thereunder or (b) the consummation by the Borrower
of any transaction contemplated by the Loan Documents, other than (1) the
order of the Public Utilities Commission of the State of Ohio in Case
No. 03-637-EL-AIS, which has been duly obtained and is in full force and
effect as of the date hereof and (2) such Governmental Action as may be
required after the date hereof in connection with the performance by the
Borrower of the general covenant to comply with law set forth in
Section 5.01(b) of the Credit Agreement.

     3. The
execution and delivery by the Borrower of the Loan Documents, the performance by
the Borrower of its obligations under the Loan Documents, the consummation by
the Borrower of the transactions contemplated by any Loan Document, and
compliance by the Borrower with the provisions thereof, will not result in
(a) a breach or violation of, or conflict with, any of the provisions of
the Amended Articles of Incorporation or Restated Code of Regulations of the
Borrower, (b) a breach or violation of, or conflict with, any Applicable
Law, (c) a breach or contravention of, or conflict with, any of the
provisions of any material indenture,mortgage, lease or any other agreement or
instrument to which the Borrower or any Affiliate of the Borrower is a party or
by which any of its property or the property of any of its Affiliates is bound
or (d) the creation or imposition of any Lien upon any property of the
Borrower or any of its Affiliates. Except as disclosed in any filings made by
the Borrower in compliance with the Securities Exchange Act of 1934, as amended,
there is no provision of the Amended Articles of Incorporation or the Restated
Code of Regulations of the Borrower, or any such Applicable Law, or any such
indenture, mortgage, lease or other agreement or instrument, that materially
adversely affects, or in the future is likely to materially adversely affect,
its ability to perform its obligations under any Loan Document. Each of the
Borrower and its Subsidiaries is in compliance with all laws (including, without
limitation, ERISA and Environmental Laws), regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, has not had and could
not reasonably be expected to have a material adverse effect on (i) the
business, assets, operations, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole, or (ii) the legality,
validity or enforceability of any of the Loan Documents or the rights, remedies
and benefits available to the parties thereunder or the ability of the Borrower
to perform its obligations under the Loan Documents.

     4. The
execution, delivery and performance by the Borrower of each of the Loan
Documents are within its corporate powers, have been duly authorized by all
necessary corporate action on the part of the Borrower and did not, do not, and
will not require the consent or approval of the Borrower’s shareholders, or any
trustee or holder of any Indebtedness or other obligation of it, other than such
consents and approvals as have been duly obtained, given or accomplished. The
Credit Agreement and the Notes have each been duly executed and delivered by the
Borrower.





D-3

     5. The
Credit Agreement is, and each Note, when executed and delivered in exchange for
value, will be, a valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its respective terms, subject to the
effect of (a) applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally, (b) general equitable principles (whether enforcement is sought
by proceedings in equity or at law), and (c) requirements of
reasonableness, good faith and fair dealing.

     6. In
any action or proceeding arising out of or relating to the Notes or the Credit
Agreement in any court of the State of Ohio or in any federal court sitting in
the State of Ohio, such court would recognize and give effect to the provisions
of the Notes or Section 8.08 of the Credit Agreement, as the case may be,
wherein the parties thereto agree that the Notes and the Credit Agreement shall
be governed by, and construed in accordance with, the laws of the State of New
York. Without limiting the generality of the foregoing, a court of the State of
Ohio or a federal court sitting in the State of Ohio would apply the usury law
of the State of New York, and would not apply the usury law of the State of
Ohio, to the Credit Agreement and the Notes. However, if a court were to hold
that the Credit Agreement or the Notes is or are governed by, and to be
construed in accordance with, the laws of the State of Ohio, the Credit
Agreement and the Notes (when executed and delivered in accordance with the
terms of the Credit Agreement) would be, under the laws of the State of Ohio,
the valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms, subject to the effect of
(a) applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally, (b) general equitable principles (whether enforcement is sought
by proceedings in equity or at law), and (c) requirements of
reasonableness, good faith and fair dealing.

     7. Except as disclosed in the
Borrower’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, its Quarterly Reports on Form 10Q for the quarters
ended March 31, 2003, and its Current Reports on Form 8-K filed in 2003 on or
prior to the date hereof (copies of which have been furnished to each Bank),
there is no pending or, to the best of my knowledge, threatened action or
proceeding (including, without limitation, any proceeding relating to or arising
out of Environmental Laws) affecting it or any of its Subsidiaries before any
court, governmental agency or arbitrator, that has a reasonable possibility of
having a material adverse effect on the business, condition (financial or
otherwise), results of operations or prospects of it and its consolidated
subsidiaries, taken as a whole, or on the ability of the Borrower to perform its
obligations under the Credit Agreement or any other Loan Document.

     8. The
Borrower holds such valid franchises, certificates of convenience and necessity,
licenses and permits as are necessary with respect to the maintenance and
operation of its property and business as now conducted.

     The
foregoing opinions are limited by, subject to and based on the following:


	 	(a)  	No examination has been made of and no opinion is expressed as to the
      effect of any zoning ordinance or permit pertaining to the authority of
      the Borrower to operate its properties or conduct its
business;







D-4


	 	(b)  	The opinions expressed herein are given as of the date hereof. No
      obligation is assumed to update or supplement such opinions to reflect any
      fact or circumstance that may hereafter come to my attention or any change
      in law that may hereafter become effective;




	 	(c)  	These opinions are limited to matters expressly set forth herein and
      no opinion is to be implied or may be inferred beyond the matters
      expressly stated herein; and




	 	(d)  	The opinions expressed herein are solely for the benefit of the
      addressees hereof and each of their respective successors, assigns,
      representatives, counsel and agents in connection with the above
      transactions and may not be relied on in any manner by any other persons,
      nor by such addressees for any other purpose except that Pillsbury
      Winthrop LLP may rely on this opinion in connection with the opinion to be
      rendered by them in connection with the above transactions.



     In rendering
the foregoing Opinion, I have assumed, but have not independently verified, that
the signatures (other than on behalf of the Borrower) on all documents examined
by me are genuine. I have relied, as to questions of fact material to this
Opinion, upon certificates of public officials and officers of the Borrower.

     I am a
member of the bar of the State of Ohio, and this opinion is limited to the laws
of the State of Ohio. Insofar as the opinion expressed herein relates to matters
which are governed by the laws of the State of New York or the federal laws of
the United States, I have relied on the opinion, dated the date hereof,
addressed to you of Pillsbury Winthrop LLP.
	 	 	 	 	 
	 	Respectfully submitted,	 
	 
	 	Gary D. Benz, Esq.	 
	 	Associate General Counsel 	 







EXHIBIT E

FORM OF OPINION OF PILLSBURY WINTHROP
LLP



May 12, 2003


	To: The Lenders party to the within-mentioned Credit
      Agreement
       and to JPMorgan
      Chase Bank, as Administrative Agent,




	 	   	Re: Ohio Edison Company Credit Agreement,
    
	 	   	       dated as of
      May 12, 2003	 
	 	   	
      

    	 



Ladies and Gentlemen:

     We have
acted as special New York counsel to Ohio Edison Company, an Ohio corporation
(the “Borrower”), in connection with the preparation of the Credit Agreement,
dated as of May 12, 2003 (the “Credit Agreement”), among the Borrower, the
banks party thereto (the “Lenders”) and JPMorgan Chase Bank, as Administrative
Agent for the Lenders. Capitalized terms used herein and not defined have the
meanings assigned to them in the Credit Agreement. This opinion is being
furnished to you pursuant to Section 3.01(a)(vi) of the Credit Agreement.

     We have
examined the Credit Agreement and the form of the Notes attached thereto, as
well as originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records and other documents and matters and have
made such investigation of fact and law as we have deemed necessary or advisable
to express this opinion. The Credit Agreement and the Notes are sometimes
referred to in this opinion collectively as the “Loan Documents” and each
individually as a “Loan Document.”

     We have,
with your permission, assumed that (i) the Borrower (A) is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Ohio and (B) has all requisite corporate power and
authority to execute, deliver and perform its obligations under each Loan
Document, (ii) the execution and delivery by the Borrower of any Loan
Document, the performance by the Borrower of its obligations under any Loan
Document, the consummation by the Borrower of the transactions contemplated by
any Loan Document, and compliance by the Borrower with the provisions thereof,
have been duly authorized by all necessary corporate action of the Borrower and
do not, and will not, require the consent or approval of its shareholders, or
any trustee or holder of any Indebtedness or other obligation of it and will not
result in (A) a breach or violation of, or conflict with, any of the
provisions of the





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Articles of Incorporation or Code of
Regulations of the Borrower or (B) a breach or contravention of, or
conflict with, any of the provisions of any indenture, mortgage, lease or other
agreement or instrument to which the Borrower is a party or (C) a breach or
violation of, or conflict with, any law other than United States federal or New
York law or any order, rule, regulation or determination of any Governmental
Authority applicable to the Borrower other than any New York or federal law
Governmental Authority, (iii) all required Governmental Action, other than
under United States federal or New York law, for the execution and delivery by
the Borrower of any Loan Document, the performance by it of its obligations
thereunder of the consummation by the Borrower of any transaction contemplated
thereby have been obtained or taken, and (iv) each of the Loan Documents
has been duly executed and delivered by the Borrower.

     Based on the
foregoing and such legal consideration as we have deemed necessary or advisable
to express this opinion, we are of the opinion that:

     1. No
Governmental Action of or with any United States federal or New York
Governmental Authority is or will be required for (a) the due execution or
delivery by the Borrower of any Loan Document or the performance by it of its
obligations thereunder or (b) the consummation by the Borrower of any
transaction contemplated by the Loan Documents, other than (1) such notice
as may be required to be filed pursuant to Rule 52 under the Public Utility
Holding Company Act of 1935, and (2) such Governmental Action as may be
required after the date hereof in connection with the performance by the
Borrower of the general covenant to comply with law set forth in
Section 5.01(b) of the Credit Agreement.

     2. The
execution and delivery by the Borrower of any Loan Document, the performance by
the Borrower of its obligations under any Loan Document, the consummation by the
Borrower of the transactions contemplated by any Loan Document and compliance by
the Borrower with the provisions thereof, will not result in a breach or
violation of, or conflict with, any United States federal or New York law, rule
or regulation or any determination of a United States federal or New York court,
regulating authority or other Governmental Authority applicable to the Borrower
and now in effect which normally is applicable to transactions of the type
contemplated in the Loan Documents.

     3. The
Credit Agreement is, and each Note, when executed and delivered in exchange for
value, will be, a valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its respective terms, subject to the
effect of (a) applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally, (b) general equitable principles (whether enforcement is sought
by proceedings in equity or at law), (c) requirements of reasonableness,
good faith and fair dealing and (d) in the case of indemnitees (i) a
requirement that facts, known to the indemnitee but not the indemnitor, in
existence at the time the indemnity becomes effective that would entitle the
indemnitee to indemnification be disclosed to the indemnitor, and (ii) public
policy.

     This opinion
is limited by, subject to and based on the following:


	 	(a)  	This opinion is given as of the date hereof. No obligation is assumed
      to update or supplement this opinion to reflect any fact or circumstance
      that







E-3


	 	   	may hereafter come to our attention or any change in law that may
      hereafter become effective;
	 
	 	(b)  	This opinion is limited to matters expressly set forth herein and no
      opinion is to be implied or may be inferred beyond the matters expressly
      stated herein; and




	 	(c)  	This opinion is solely for the benefit of the addressees hereof and
      their respective successors, assigns, representatives, counsel and agents,
      in connection with the above transactions and may not be relied on in any
      manner by any other persons, or by the addressees hereof for any other
      purpose except that Gary D. Benz, Esq. may rely on this opinion in
      connection with the opinion to be rendered by him in connection with the
      above transaction.



     In rendering
this opinion, we have assumed, but not independently verified, that the
signatures (other than on behalf of the Borrower) on all documents examined by
us are genuine.

     We have
relied, as to questions of fact material to this opinion, upon certificates of
public officials and officers of the Borrower.

     We are
qualified to practice law in the State of New York and, for purposes of this
opinion, do not purport to be experts on any laws other than the laws of the
State of New York and the federal laws of the United States. This opinion is
limited to the laws of the State of New York and the federal laws of the United
States, and we do not express any opinion herein concerning any other law.

Respectfully submitted,





EXHIBIT F

FORM OF OPINION OF
SPECIAL NEW
YORK COUNSEL TO THE ADMINISTRATIVE AGENT

[Date of Closing]

JPMorgan Chase Bank, as Administrative
Agent under the 
     Credit Agreement referred to
below and the Lenders a party thereto

     Re: Ohio
Edison Company

Ladies and Gentlemen:

     We have
acted as special New York counsel to JPMorgan Chase Bank, individually and as
administrative agent (the “Administrative Agent”), in connection
with the preparation, execution and delivery of the Credit Agreement, dated as
of May 12, 2003 (the “Credit Agreement”), among Ohio Edison
Company (the “Borrower”), the Lenders party thereto and the
Administrative Agent. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined. This opinion is being
delivered pursuant to Section  3.01(a)(vii) of the Credit Agreement.

     In that
connection, we have examined (i) counterparts of the Credit Agreement,
executed by the Borrower, the Banks and the Administrative Agent,
(ii) forms of the Notes and (iii) the other documents furnished to the
Administrative Agent pursuant to Section 3.01 (a) of the Credit
Agreement, including (without limitation) the opinions of Gary D. Benz, Esq.,
counsel to the Borrower, and Pillsbury Winthrop LLP, special counsel to the
Borrower (such opinions referred to hereinafter, collectively, as the
“Borrower’s Counsel Opinions”).

     In our
examination of the documents referred to above, we have assumed the authenticity
of all such documents submitted to us as originals, the genuineness of all
signatures, the due authority of the parties executing such documents and the
conformity to the originals of all such documents submitted to us as copies. We
have also assumed that each of the Banks and the Administrative Agent, have duly
executed and delivered, with all necessary power and authority (corporate and
otherwise), the Credit Agreement. We have further assumed that you have
evaluated, and are satisfied with, the creditworthiness of the Borrower and the
business and financial terms evidenced by the Loan Documents.

     To the
extent that our opinions expressed below involve conclusions as to matters
governed by law other than the law of the State of New York and the Federal law
of the United States, we have relied upon the Borrower’s Counsel Opinions and
have assumed without independent investigation the correctness of the matters
set forth therein, our opinions expressed below being subject to the
assumptions, qualifications and limitations set forth in the Borrower’s





F-2

Counsel Opinions. As to matters of fact,
we have relied solely upon the documents we have examined.

     Based upon
the foregoing, and subject to the qualifications set forth below, we are of the
opinion that:


	 	(i)  	The Credit Agreements is, and each of the Notes when executed and
      delivered for value received will be, the legal, valid and binding
      obligations of the Borrower enforceable against the Borrower in accordance
      with their respective terms.




	 	(ii)  	While we have not independently considered the matters covered by the
      Borrower’s Counsel Opinions to the extent necessary to enable us to
      express the conclusions stated therein, each of the Borrower’s Counsel
      Opinions and the other documents furnished to the Administrative Agent
      pursuant to Section 3.01(a) of the Credit Agreement are substantially
      responsive to the corresponding requirements set forth in
      Section 3.01(a) of the Credit Agreement pursuant to which the same
      have been delivered.



     Our opinions
are subject to the following qualifications:


	 	(a)  	Our opinion in paragraph (i) above is subject to the effect of
      any applicable bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or similar law affecting creditors’ rights
      generally.




	 	(b)  	Our opinion in paragraph (i) above is subject to the effect of
      general principles of equity,including (without limitation)concepts of
      materiality, reasonableness, good faith and fair dealing (regardless of
      whether considered in a proceeding in equity or at law).




	 	(c)  	We note further that, in addition to the application of equitable
      principles described above, courts have imposed an obligation on
      contracting parties to act reasonably and in good faith in the exercise of
      their contractual rights and remedies, and may also apply public policy
      considerations in limiting the right of parties seeking to obtain
      indemnification under circumstances where the conduct of such parties in
      the circumstances in question is determined to have constituted
    negligence.




	 	(d)  	We express no opinion herein as to (i) Section 8.05 of the
      Credit Agreement, (ii) the enforceability of provisions purporting to
      grant to a party conclusive rights of determination, (iii) the
      availability of specific performance or other equitable remedies,
      (iv) the enforceability of rights to indemnity under Federal or state
      securities laws and (v) the enforceability of waivers by parties of
      their respective rights and remedies under law.




	 	(e)  	Our opinion expressed above is limited to the law of the State of New
      York and the Federal law of the United States, and we do not express any
      opinion herein concerning any other law.Without limiting the generality of
      the







F-3



foregoing, we express no opinion
as to the effect of the law of any jurisdiction other than the State of New York
wherein any Lender may be located or wherein enforcement of the Credit Agreement
or the Notes may be sought that limits the rates of interest legally chargeable
or collectible.

     The
foregoing opinion is solely for your benefit and may not be relied upon by any
other Person other than any Person that may become a Lender under the Credit
Agreement after the date hereof.

Very truly yours,

MEO: ems