Exhibit 10.2 





U.S. $375,000,000

THREE-YEAR CREDIT AGREEMENT

Dated as of October 23, 2003


Among

FIRSTENERGY CORP.,
as
Borrower,

THE BANKS NAMED HEREIN,
as
Banks,

CITIBANK, N.A.,
as
Administrative Agent,

and

BANK ONE, NA,
as Fronting
Bank 





CITIGROUP GLOBAL MARKETS
INC.
and
BARCLAYS CAPITAL
Joint Lead Arrangers

BARCLAYS BANK
PLC
and
BANK ONE CAPITAL MARKETS,
INC.
Co-Syndication Agents

J.P. MORGAN SECURITIES
INC.
and
WACHOVIA BANK, NATIONAL
ASSOCIATION
Co-Documentation Agents

MORGAN STANLEY BANK
Senior
Managing Agent

KEYBANK NATIONAL
ASSOCIATION
and
THE BANK OF NEW YORK
Managing Agents





TABLE OF CONTENTS


	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	 	 	 	 
	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 1.01.
	 	Certain Defined Terms	 	 	1	 
	
      SECTION 1.02.
	 	Computation of Time Periods	 	 	14	 
	
      SECTION 1.03.
	 	Accounting Terms	 	 	14	 
	
      SECTION 1.04.
	 	Certain References	 	 	14	 
	
       
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 
	AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS
      OF CREDIT
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 2.01.
	 	The Advances	 	 	15	 
	
      SECTION 2.02.
	 	Making the Advances	 	 	15	 
	
      SECTION 2.03.
	 	Letters of Credit	 	 	16	 
	
      SECTION 2.04.
	 	Fees	 	 	24	 
	
      SECTION 2.05.
	 	Termination or Reduction of the Commitments	 	 	25	 
	
      SECTION 2.06.
	 	Repayment of Advances	 	 	25	 
	
      SECTION 2.07.
	 	Interest on Advances	 	 	26	 
	
      SECTION 2.08.
	 	Additional Interest on Advances	 	 	26	 
	
      SECTION 2.09.
	 	Interest Rate Determination	 	 	27	 
	
      SECTION 2.10.
	 	Conversion of Advances	 	 	28	 
	
      SECTION 2.11.
	 	Prepayments	 	 	28	 
	
      SECTION 2.12.
	 	Increased Costs	 	 	29	 
	
      SECTION 2.13.
	 	Illegality	 	 	30	 
	
      SECTION 2.14.
	 	Payments and Computations	 	 	30	 
	
      SECTION 2.15.
	 	Taxes	 	 	32	 
	
      SECTION 2.16.
	 	Sharing of Payments, Etc.	 	 	33	 
	
      SECTION 2.17.
	 	Noteless Agreement; Evidence of Indebtedness	 	 	34	 
	
       
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 
	CONDITIONS OF LENDING AND ISSUING LETTERS OF
      CREDIT
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 3.01.
	 	Conditions Precedent to Initial Extension of
      Credit	 	 	34	 
	
      SECTION 3.02.
	 	Conditions Precedent to Each Extension of
    Credit	 	 	36	 
	
      SECTION 3.03.
	 	Conditions Precedent to Conversions	 	 	37	 
	
      SECTION 3.04.
	 	Conditions Precedent to Extensions of Credit
      after December 31, 2005	 	 	37	 
	
       
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 4.01.
	 	Representations and Warranties of the
Borrower	 	 	38	 



i 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE V
	 	 	 	 
	COVENANTS OF THE BORROWER
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 5.01.
	 	Affirmative Covenants of the Borrower	 	 	41	 
	
      SECTION 5.02.
	 	Financial Covenants of the Borrower	 	 	45	 
	
      SECTION 5.03.
	 	Negative Covenants of the Borrower	 	 	45	 
	
       
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	EVENTS OF DEFAULT
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 6.01.
	 	Events of Default	 	 	47	 
	
       
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 
	THE AGENT
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 7.01.
	 	Authorization and Action	 	 	49	 
	
      SECTION 7.02.
	 	Agent’s Reliance, Etc.	 	 	50	 
	
      SECTION 7.03.
	 	Citibank, Bank One and Affiliates	 	 	50	 
	
      SECTION 7.04.
	 	Lender Credit Decision	 	 	51	 
	
      SECTION 7.05.
	 	Indemnification	 	 	51	 
	
      SECTION 7.06.
	 	Successor Agent	 	 	51	 
	
       
	 	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 8.01.
	 	Amendments, Etc.	 	 	52	 
	
      SECTION 8.02.
	 	Notices, Etc.	 	 	53	 
	
      SECTION 8.03.
	 	No Waiver; Remedies	 	 	53	 
	
      SECTION 8.04.
	 	Costs and Expenses; Indemnification	 	 	53	 
	
      SECTION 8.05.
	 	Right of Set-off	 	 	54	 
	
      SECTION 8.06.
	 	Binding Effect	 	 	55	 
	
      SECTION 8.07.
	 	Assignments and Participations	 	 	55	 
	
      SECTION 8.08.
	 	Governing Law	 	 	59	 
	
      SECTION 8.09.
	 	Consent to Jurisdiction; Waiver of Jury Trial	 	 	59	 
	
      SECTION 8.10.
	 	Severability	 	 	59	 
	
      SECTION 8.11.
	 	Entire Agreement	 	 	59	 
	
      SECTION 8.12.
	 	Execution in Counterparts	 	 	60	 



ii 




	 	 	 	 	 
	
      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
	
      Exhibit G 
	 	- 	 	Form of Letter of Credit Request
	 
	
      Schedule I 
	 	- 	 	List of Commitments and Lending Offices
	
      Schedule II 
	 	- 	 	Litigation



iii 



THREE-YEAR CREDIT AGREEMENT

     THREE-YEAR CREDIT AGREEMENT,
dated as of October 23, 2003, among FIRSTENERGY CORP., an Ohio corporation
(the “Borrower”), the banks (the “Banks”) listed on
the signature pages hereof, Citibank, N.A. (“Citibank”), as
Administrative Agent (the “Administrative Agent”) for the Lenders
hereunder, and Bank One, NA (“Bank One”), as Fronting Bank.

PRELIMINARY STATEMENTS

     (1) The
Borrower has requested that the Lenders establish a three-year unsecured
revolving credit facility in the amount of $375,000,000 in favor of the
Borrower, all of which may be used for general corporate purposes, and the
issuance of Letters of Credit.

     (2) Subject to the terms and
conditions of this Agreement, the Lenders severally, to the extent of their
respective Commitments as defined herein, are willing to establish the requested
revolving credit facility in favor of the Borrower.

     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):

     “Account Party” has the
meaning set forth in Section 2.03(a).

     “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 2.09 or 2.10.

     “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
Three-Year 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





2

equal to the higher of
(i) the rate of interest announced publicly by Citibank in New York, New
York, from time to time, as Citibank’s “base 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 2.07(a).

     “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	 	 	LEVEL 5	 
	 	 	 	 	Reference	 	 	than Level 1	 	 	than Level 2	 	 	than Level 3	 	 	Reference	 
	 	 	 	 	Ratings at	 	 	but at least	 	 	but at least	 	 	but at least	 	 	Ratings	 
	 	 	 	 	least BBB+	 	 	BBB by	 	 	BBB- by	 	 	BB+ by	 	 	lower than	 
	 	 	 	 	by S&P and	 	 	S&P and	 	 	S&P and	 	 	S&P and	 	 	Level 4 or no	 
	 	 	 	 	Baa1 By	 	 	Baa2 by	 	 	Baa3 by	 	 	Ba1 by	 	 	Reference	 
	 	BASIS FOR PRICING	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	Ratings exist.	 
	 	
      Applicable Margin
for
      Eurodollar Rate
Advances 
	 	 	 	0.725	%	 	 	 	0.825	%	 	 	 	1.125	%	 	 	 	1.625	%	 	 	 	2.000	%	 
	 	
      Applicable Margin
for
      Alternate Base
Rate Advances 
	 	 	 	0	%	 	 	 	0	%	 	 	 	0.125	%	 	 	 	0.625	%	 	 	 	1.000	%	 
	 	
      Utilization Fee
      for
Eurodollar Rate
Advances 
	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 	 	 	0.125	%	 
	 	
      Utilization Fee
      for
Alternate Base Rate
Advances 
	 	 	 	0	%	 	 	 	0	%	 	 	 	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





3

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 total amount of Outstanding
Credits is greater than one-half of the aggregate amount of the Commitments.

For purposes of the
foregoing, if the Reference Ratings assigned by Moody’s and S&P correspond
to different levels (i.e., a “split rating”), the lower of such 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.

     “ATSI” means American
Transmission Systems, Inc., an Ohio corporation wholly owned by the Borrower.

     “Available Commitment”
means, for each Lender, the excess of such Lender’s Commitment over such
Lender’s Percentage of the Outstanding Credits. “Available
Commitments” shall refer to the aggregate of the Lenders’ Available
Commitments hereunder.

     “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.

     “Beneficiary” means any
Person designated by an Account Party to whom the Fronting Bank is to make
payment, or on whose order payment is to be made, under a Letter of Credit.

     “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 2.09 or 2.10.

     “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.

     “CEI” means The Cleveland
Electric Illuminating Company, an Ohio corporation.

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





4

     “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 2.05.

     “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.

     “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 2.09 or 2.10.

     “Date of Issuance” means
the date of issuance by the Fronting Bank of a Letter of Credit under this
Agreement.

     “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.

     “Drawing” means a drawing
by a Beneficiary under any Letter of Credit.

     “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





5

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 Bank; 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 of
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 2.15(d))
and (C) any Person described in clause (i), (ii), (iii) or
(iv) above shall, in addition, be reasonably acceptable to the
Administrative Agent and the Fronting Bank.

     “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





6

average (rounded upward
to the nearest whole multiple of 1/16 of 1% per annum, if such average is
not such a multiple) of the rates per annum at which deposits in U.S.
dollars are offered by the principal office of each of the Reference Banks in
London, England, 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 in an amount substantially equal to such Reference Bank’s
Eurodollar Rate Advance made as part of such Borrowing and for a period equal to
such Interest Period. The Eurodollar Rate for the Interest Period for each
Eurodollar Rate Advance made as part of the same Borrowing shall be determined
by the Administrative Agent on the basis of applicable rates furnished to and
received by the Administrative Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however, to the
provisions of Section 2.09.

     “Eurodollar Rate Advance”
means an Advance that bears interest as provided in Section 2.07(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 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.

     “Existing Credit
Agreement” means the 364-Day Credit Agreement, dated as of
November 8, 2002, as amended, modified and supplemented from time to time,
among the Borrower, the lenders party thereto and Citibank, as administrative
agent for such lenders.

     “Expiration Date” means,
with respect to a Letter of Credit, its stated expiration date.

     “Extension of Credit”
means the making of any Advance or the issuance or amendment (including, without
limitation, an extension or renewal) of a Letter of Credit.

     “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





7

(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 September 23, 2003, among the Borrower, OE,
Citibank, Citigroup Global Markets Inc., Barclays Bank PLC and Barclays Capital.


     “FirstEnergy Debt to
Capitalization Ratio” means with respect to any fiscal quarter of the
Borrower the ratio of Consolidated Debt on the last day of such fiscal quarter
to Total Capitalization on the last day of such fiscal quarter.

     “FirstEnergy 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 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 twelve-month 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.

     “First Mortgage
Indenture” means, with respect to any Significant Subsidiary, an
indenture or similar instrument pursuant to which such Person may issue bonds,
notes or similar instruments secured by a lien on all or substantially all of
such Person’s fixed assets.

     “Fronting Bank” means
Bank One and/or any other Lender having a long-term credit rating acceptable to
the Borrower that delivers an instrument in form and substance satisfactory to
the Borrower and the Administrative Agent whereby such other Lender agrees to
act as “Fronting Bank” hereunder.

     “Fronting Bank Fee Letter”
has the meaning specified in Section 3.01(b).

     “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





8

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.

     “Hostile Acquisition”
means any Target Acquisition (as defined below) involving a tender offer or
proxy contest that has not been recommended or approved by the board of
directors (or similar governing body) of the Person that is the subject of such
Target Acquisition prior to the first public announcement or disclosure relating
to such Target Acquisition. As used in this definition, the term “Target
Acquisition” means any transaction, or any series of related
transactions, by which any Person directly or indirectly (i) acquires all
or substantially all of the assets or ongoing business of any other Person,
whether through purchase of assets, merger or otherwise, (ii) acquires (in
one transaction or as the most recent transaction in a series of transactions)
control of at least a majority in ordinary voting power of the securities of any
such Person that have ordinary voting power for the election of directors or
(iii) otherwise acquires control of more than a 50% ownership interest in
any such Person.

     “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





9

Borrower pursuant to the
provisions below. The duration of each such Interest Period shall be one, two or
three weeks or 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 2.10(a); provided, however, that:

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

     (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 five 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.

     “L/C Commitment Amount”
equals $250,000,000, as the same may be reduced permanently from time to time
pursuant to Section 2.05 hereof, minus, on any date of
determination, the Other Letter of Credit Liabilities existing on such date.

     “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.

     “Letter of Credit” has
the meaning set forth in Section 2.03(a).

     “Letter of Credit Cash Cover”
has the meaning specified in Section 6.01.

     “Letter of Credit
Request” has the meaning set forth in Section 2.03(d).

     “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, the Fee Letter and the Fronting Bank Fee Letter.

     “Majority Lenders” means,
at any time prior to the Termination Date, Lenders having in the aggregate at
least 51% 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 having at least 51% of the then aggregate





10

Outstanding Credits of
the Lenders; provided, that for purposes hereof, neither the Borrower,
nor any of its Affiliates, if a Lender, shall be included in (i) the
Lenders having such amount of the Commitments or the Advances or
(ii) determining the total amount of the Commitments or the Outstanding
Credits.

     “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
	 
	 	(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 2.17 in
the form of Exhibit A hereto.

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

     “OE” means Ohio Edison
Company, an Ohio corporation.





11

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

     “Ohio Edison
Facilities” means the Three-Year Credit Agreement, dated as of
October 23, 2003, as amended, modified and supplemented from time to time,
among OE, the lenders party thereto and Citibank, as administrative agent for
such lenders, and the 364-Day Credit Agreement dated as of October 23,
2003, as amended, modified and supplemented from time to time, among OE, the
lenders party thereto and Citibank, as administrative agent for such lenders.

     “Other Letter of Credit
Liabilities” means, on any date of determination, an amount equal to
(i) the aggregate “Stated Amount” of all issued but undrawn “Letters of
Credit” outstanding under the 2001 Three-Year Credit Agreement and the 2003
364-Day Credit Agreement on such date plus (ii) the aggregate amount
of “Reimbursement Obligations” outstanding under the 2001 Three-Year Credit
Agreement and the 2003 364-Day Credit Agreement on such date (exclusive of
“Reimbursement Obligations” which, on such date of determination, are repaid
with the proceeds of “Advances” made under the 2001 Three-Year Credit Agreement
and the 2003 364-Day Credit Agreement). As used in this definition, the terms
“Stated Amount,” “Letters of Credit,” “Reimbursement Obligations” and “Advances”
shall have the respective meanings set forth for such terms in the 2001
Three-Year Credit Agreement and the 2003 364-Day Credit Agreement.

     “Other Taxes” has the
meaning specified in Section 2.15(b).

     “Outstanding Credits”
means, on any date of determination, an amount equal to (i) the aggregate
principal amount of all Advances outstanding on such date plus
(ii) the aggregate Stated Amount of all issued but undrawn Letters of
Credit outstanding on such date plus (iii) the aggregate amount of
Reimbursement Obligations outstanding on such date (exclusive of Reimbursement
Obligations which, on such date of determination, are repaid with the proceeds
of Advances made in accordance with Section 2.03 (g) and (h), to the
extent the principal amount of such Advances is included in the determination of
the aggregate principal amount of all outstanding Advances as provided in clause
(i) of this definition). The “Outstanding Credits” of a Lender on any date
of determination shall be an amount equal to the outstanding Advances made by
such Lender plus the amount of such Lender’s participatory interest in
outstanding Letters of Credit and Reimbursement Obligations included in the
definition of “Outstanding Credits”.

     “Payment Date” means the
date on which payment of a Drawing is made by the Fronting Bank.

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

     “Percentage” means, in
respect of any Lender on any date of determination, the percentage obtained by
dividing such Lender’s Commitment on such day by the total of the Commitments on
such day, and multiplying the quotient so obtained by 100%.

     “Person” means an
individual, partnership, corporation (including a business trust), limited
liability company, joint stock company, trust, unincorporated association,





12

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 ERISA 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 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.

     “PPC” means Pennsylvania
Power Company, a Pennsylvania corporation.

     “Reference Banks” means
Citibank, Barclays Bank PLC and Bank One, and any Lender designated as a
successor or replacement Reference Bank pursuant to Section 2.09(a).

     “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).

     “Reimbursement
Obligation” means the absolute and unconditional obligation of the
Borrower to reimburse the Fronting Bank for any Drawing pursuant to
Section 2.03(h).

     “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.

     “SEC Order”
means the order of the SEC that authorizes the Borrower to obtain Extensions
of Credit until December 31, 2005 and to perform its obligations under this
Agreement.

     “Significant
Subsidiaries” means (i) each regulated energy Subsidiary of the
Borrower, including, but not limited to, CEI, OE, PPC, TEC, ATSI, Jersey Central
Power & Light Company, Metropolitan Edison Company, Pennsylvania Electric
Company and MARBEL Energy Corporation, and any successor to any of them, and
(ii) 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.

     “Stated Amount” means the
maximum amount available to be drawn by a Beneficiary under a Letter of Credit.





13

     “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.

     “Supplemental SEC Order”
means the order of the SEC that authorizes the Borrower to obtain Extensions of
Credit after December 31, 2005 and to perform its obligations under this
Agreement.

     “Taxes” has the meaning
specified in Section 2.15(a).

     “TEC” means The Toledo
Edison Company, an Ohio corporation.

     “Termination Date” means
October 23, 2006, or the earlier date of termination in whole of the
Commitments pursuant to Section 2.05 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 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 (i) the issued and outstanding preferred
securities of Cleveland Electric Financing Trust I, JCP&L Capital L.P.,
Met-Ed Capital Trust and Pennsylvania Electric Capital Trust and (ii) any
other securities, however denominated, (a) issued by the Borrower or any
Consolidated Subsidiary of the





14

Borrower, (b) that
are not subject to mandatory redemption or the underlying securities, if any, of
which are not subject to mandatory redemption, (c) that are perpetual or
mature no less than 30 years from the date of issuance, (d) 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 (e) the terms of which
permit the deferral of the payment of interest or distributions thereon to a
date occurring after the Termination Date.

     “2001 Three-Year Credit
Agreement” means the Three-Year Credit Agreement, dated as of
November 30, 2001, as amended, modified and supplemented from time to time,
among the Borrower, the lenders party thereto and Citibank, as administrative
agent for such lenders.

     “2003 364-Day Credit
Agreement” means the 364-Day Credit Agreement, dated as of
October 23, 2003, as amended, modified and supplemented from time to time, among
the Borrower, the lenders party thereto and Citibank, as administrative agent
for such lenders.

     “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.

     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.





15

ARTICLE II
AMOUNTS AND TERMS OF
THE ADVANCES AND LETTERS OF CREDIT

     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 2.11 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 total amount of all Outstanding Credits 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.

     (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,





16

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 time) one Business Day prior to the
date of a Borrowing comprising Eurodollar Rate Advances or (B) 12:00 noon
(New York 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. Letters of
Credit.

     (a) Agreement of Fronting
Bank. Subject to the terms and conditions of this Agreement, the
Fronting Bank agrees to issue and amend (including, without limitation, to
extend or renew) for the account of the Borrower or any Subsidiary thereof (each
such Person, an “Account Party”) one or more standby letters of
credit (individually, a “Letter of Credit” and collectively, the
“Letters of Credit”) from and including the date hereof to the
Termination Date, up to a maximum aggregate Stated Amount at any one time
outstanding equal to the L/C Commitment Amount minus Reimbursement
Obligations outstanding at such time, each having an Expiration Date of no later
than the earlier of (x) the Termination Date and (y) the date
occurring 364 days after the Date of Issuance of such Letter of Credit;
provided, however, that the Fronting Bank will not issue or amend a
Letter of Credit if, immediately following such issuance or amendment,
(i) the Stated Amount of such Letter of Credit would (A) exceed the
Available Commitments or (B) when aggregated with (1) the Stated
Amounts of all other outstanding Letters of Credit and (2) the outstanding
Reimbursement Obligations, exceed the L/C Commitment Amount, or (ii) the
total amount of all Outstanding Credits would exceed the aggregate of the
Commitments. Letters of Credit shall be denominated in U.S. dollars only.





17

     (b) Termination. The
terms of each Letter of Credit shall permit unilateral termination of such
Letter of Credit by the Fronting Bank on not less than 30 days’ notice to
the Beneficiary thereof. The Fronting Bank shall not terminate any Letter of
Credit, however, except upon the occurrence and during the continuation of an
Event of Default, and then the Fronting Bank shall terminate such Letter of
Credit if (i) instructed to do so by the Administrative Agent, acting with
the consent of, or upon the request of, the Majority Lenders or (ii) the
Borrower shall have failed to provide the cash collateral, if any, required in
respect of outstanding undrawn Letters of Credit upon an Event of Default. Each
Letter of Credit shall also provide that upon its receipt of notice of such
unilateral early termination, the Beneficiary thereof shall be entitled to make
a Drawing for the Stated Amount thereof prior to the effective date of such
early termination.

     (c) Forms. Each
Letter of Credit shall be in a form customarily used by the Fronting Bank or in
such other form as has been approved by the Fronting Bank. At the time of
issuance or amendment, subject to the terms and conditions of this Agreement,
the amount and the terms and conditions of each Letter of Credit shall be
subject to approval by the Fronting Bank and the Borrower.

     (d) Notice of Issuance;
Application. The Borrower shall give the Fronting Bank and the
Administrative Agent written notice (or telephonic notice confirmed in writing)
at least one Business Day prior to the requested Date of Issuance of a Letter of
Credit, such notice to be in substantially the form of Exhibit G hereto (a
“Letter of Credit Request”). The Borrower shall also execute and
deliver such customary letter of credit application forms as requested from time
to time by the Fronting Bank. Such application forms shall indicate the identity
of the Account Party and that the Borrower is the “Applicant” or shall otherwise
indicate that the Borrower is the obligor in respect of any Letter of Credit to
be issued thereunder. If the terms or conditions of the application forms
conflict with any provision of this Agreement, the terms of this Agreement shall
govern.

     (e) Issuance.
Provided the Borrower has given the notice prescribed by Section 2.03(d)
and subject to the other terms and conditions of this Agreement, including the
satisfaction of the applicable conditions precedent set forth in
Article III, the Fronting Bank shall issue the requested Letter of Credit
on the requested Date of Issuance as set forth in the applicable Letter of
Credit Request for the benefit of the stipulated Beneficiary and shall deliver
the original of such Letter of Credit to the Beneficiary at the address
specified in the notice. At the request of the Borrower, the Fronting Bank shall
deliver a copy of each Letter of Credit to the Borrower within a reasonable time
after the Date of Issuance thereof. Upon the request of the Borrower, the
Fronting Bank shall deliver to the Borrower a copy of any Letter of Credit
proposed to be issued hereunder prior to the issuance thereof.

     (f) Notice of
Drawing. The Fronting Bank shall promptly notify the Borrower by
telephone, facsimile or other telecommunication of any Drawing under a Letter of
Credit.

     (g) Payments. The
Borrower hereby agrees to pay to the Fronting Bank, in the manner provided in
subsection (h) below:

     (i) on each Payment Date, an amount
equal to the amount paid by the Fronting Bank under any Letter of Credit; and





18

     (ii) if any Drawing shall be reimbursed
to the Fronting Bank after 12:00 noon (New York time) on the Payment Date,
interest on any and all amounts required to be paid pursuant to clause
(i) of this subsection (g) from and after the due date thereof until
payment in full, payable on demand, at an annual rate of interest equal to 2.00%
above Citibank’s “base rate” as in effect from time to time.

     (h) Method of
Reimbursement. The Borrower shall reimburse the Fronting Bank for each
Drawing under any Letter of Credit pursuant to subsection (g) above in the
following manner:

     (i) the Borrower shall immediately
reimburse the Fronting Bank in the manner described in Section 2.14; or

     (ii) if (A) the Borrower has not
reimbursed the Fronting Bank pursuant to clause (i) above, (B) the
applicable conditions to Borrowing set forth in Articles II and III have been
fulfilled, and (C) the Available Commitments in effect at such time exceed
the amount of the Drawing to be reimbursed, the Borrower may reimburse the
Fronting Bank for such Drawing with the proceeds of an Alternate Base Rate
Advance or, if the conditions specified in the foregoing clauses (A),
(B) and (C) have been satisfied and a Notice of Borrowing requesting a
Eurodollar Rate Advance has been given in accordance with Section 2.02
three Business Days prior to the relevant Payment Date, with the proceeds of a
Eurodollar Rate Advance.

     (i) Nature of Fronting
Bank’s Duties. In determining whether to honor any Drawing under any
Letter of Credit, the Fronting Bank shall be responsible only to determine that
the documents and certificates required to be delivered under that Letter of
Credit have been delivered and that they comply on their face with the
requirements of that Letter of Credit. The Borrower otherwise assumes all risks
of the acts and omissions of, or misuse of the Letters of Credit issued by the
Fronting Bank by, the respective Beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, but consistent with
applicable law, the Fronting Bank shall not be responsible, absent gross
negligence or willful misconduct, (i) for the form, validity, sufficiency,
accuracy, genuineness or legal effects of any document submitted by any party in
connection with the application for and issuance of any drawing honored under a
Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit, or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, facsimile or otherwise, whether or not they be in
cipher; (iv) for errors in interpretation of technical terms; (v) for
any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit, or the proceeds
thereof; (vi) for the misapplication by the Beneficiary of any such Letter
of Credit or of the proceeds of any drawing honored under such Letter of Credit;
and (vii) for any consequences arising from causes beyond the control of the
Fronting Bank. None of the above shall affect, impair or prevent the vesting of
any of the Fronting Bank’s rights or powers hereunder. Not in limitation of the
foregoing, any action taken or omitted to be taken by the Fronting Bank under or
in connection with any Letter of Credit shall not create against the





19

Fronting Bank any liability to the
Borrower or any Lender, except for actions or omissions resulting from the gross
negligence or willful misconduct of the Fronting Bank or any of its agents or
representatives.

     (j) Obligations of Borrower
Absolute. The obligation of the Borrower to reimburse the Fronting Bank
for Drawings honored under the Letters of Credit issued by it shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances including, without limitation,
the following circumstances:

     (i) any lack of validity or
enforceability of any Letter of Credit;

     (ii) the existence of any claim,
set-off, defense or other right which the Borrower, any Account Party or any
Affiliate of the Borrower or any Account Party may have at any time against a
Beneficiary or any transferee of any Letter of Credit (or any Persons or
entities for whom any such Beneficiary or transferee may be acting), the
Fronting Bank or any other Person, whether in connection with this Agreement,
the transactions contemplated herein or any unrelated transaction;

     (iii) any draft, demand, certificate or
any other documents presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

     (iv) the surrender or impairment of any
security for the performance or observance of any of the terms of any of the
Loan Documents;

     (v) any non-application or
misapplication by the Beneficiary of the proceeds of any Drawing under a Letter
of Credit; or

     (vi) the fact that an Event of Default,
or event that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both, shall have occurred and be continuing.

     No payment
made under this Section shall be deemed to be a waiver of any claim the Borrower
may have against the Fronting Bank or any other Person.

     (k) Participations by
Lenders. By the issuance of a Letter of Credit and without any further
action on the part of the Fronting Bank or any Lender in respect thereof, the
Fronting Bank shall hereby be deemed to have granted to each Lender, and each
Lender shall hereby be deemed to have acquired from the Fronting Bank, an
undivided interest and participation in such Letter of Credit (including any
letter of credit issued by the Fronting Bank in substitution or exchange for
such Letter of Credit pursuant to the terms thereof) equal to such Lender’s
Percentage of the Stated Amount of such Letter of Credit, effective upon the
issuance of such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Fronting Bank, in accordance with this subsection (k), such Lender’s
Percentage of each payment made by the Fronting Bank in respect of an
unreimbursed Drawing under a Letter of Credit. The Fronting Bank shall notify
the Administrative Agent of the amount of such unreimbursed Drawing honored by
it not later than (x) 12:00 noon (New York time) on the date of payment of
a draft under a Letter of Credit, if





20

such payment is made at or prior to
11:00 a.m. (New York time) on such day, and (y) the close of business
(New York time) on the date of payment of a draft under a Letter of Credit, if
such payment is made after 11:00 a.m. (New York time) on such day, and the
Administrative Agent shall notify each Lender of the date and amount of such
unreimbursed Drawing under such Letter of Credit honored by the Fronting Bank
and the amount of such Lender’s Percentage therein no later than (1) 1:00 p.m.
(New York time) on such day, if such payment is made at or prior to
11:00 a.m. (New York time) on such day, and (2) 11:00 a.m. (New
York time) on the next following Business Day, if such payment is made after
11:00 a.m. (New York time) on such day. Not later than 2:00 p.m. (New York
time) on the date of receipt of a notice of an unreimbursed Drawing by a Lender,
such Lender agrees to pay to the Fronting Bank an amount equal to the product of
(A) such Lender’s Percentage and (B) the amount of the payment made by the
Fronting Bank in respect of such unreimbursed Drawing.

     If payment
of the amount due pursuant to the preceding sentence from a Lender is received
by the Fronting Bank after the close of business on the date it is due, such
Lender agrees to pay to the Fronting Bank, in addition to (and along with) its
payment of the amount due pursuant to the preceding sentence, interest on such
amount at a rate per annum equal to (i) for the period from and
including the date such payment is due to but excluding the second succeeding
Business Day, the Federal Funds Rate, and (ii) for the period from and
including the second Business Day succeeding the date such payment is due to but
excluding the date on which such amount is paid in full, the Federal Funds Rate
plus 2.00%.

     (l) Obligations of Lenders
Absolute. Each Lender acknowledges and agrees that (i) its
obligation to acquire a participation in the Fronting Bank’s liability in
respect of the Letters of Credit and (ii) its obligation to make the
payments specified herein, and the right of the Fronting Bank to receive the
same, in the manner specified herein, are absolute and unconditional and shall
not be affected by any circumstances whatsoever, including, without limitation,
(A) the occurrence and continuance of any Event of Default or any event
that would, with the giving of notice or the passage of time or both, constitute
an Event of Default; (B) any other breach or default by the Borrower, the
Administrative Agent or any Lender hereunder; (C) any lack of validity or
enforceability of any Letter of Credit or any Loan Document; (D) the
existence of any claim, setoff, defense or other right which the Lender may have
at any time against the Borrower, any other Account Party, any Beneficiary, the
Fronting Bank or any other Lender; (E) the existence of any claim, setoff,
defense or other right which the Borrower may have at any time against any
Beneficiary, the Fronting Bank, the Administrative Agent, any Lender or any
other Person, whether in connection with this Agreement or any other documents
contemplated hereby or any unrelated transactions; (F) any amendment or
waiver of, or consent to any departure from, all or any of the Letters of Credit
or this Agreement; (G) any statement or any document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
(H) payment by the Fronting Bank under any Letter of Credit against
presentation of a draft or certificate that does not comply with the terms of
such Letter of Credit, so long as such payment is not the consequence of the
Fronting Bank’s gross negligence or willful misconduct in determining whether
documents presented under a Letter of Credit comply with the terms thereof;
(I) the occurrence of the Termination Date; or (J) any other
circumstance or happening whatsoever, whether or not similar to any of the
foregoing. Nothing herein shall prevent the assertion by any Lender of a claim
by separate suit or compulsory counterclaim, nor shall any





21

payment made by a Lender under
Section 2.03 hereof be deemed to be a waiver of any claim that a Lender may
have against the Fronting Bank or any other Person.

     (m) Proceeds of
Reimbursements. Upon receipt of a payment from the Borrower pursuant to
subsection (g) hereof, the Fronting Bank shall promptly transfer to each
Lender such Lender’s pro rata share (determined in accordance with such
Lender’s Percentage) of such payment based on such Lender’s pro rata
share (determined as aforesaid) of amounts previously paid pursuant to
subsection (k), above, and not previously transferred by the Fronting Bank
pursuant to this subsection (m); provided, however, that if a Lender
shall fail to pay to the Fronting Bank any amount required by subsection
(k) above by the close of business on the Business Day following the date
on which such payment was due from such Lender, and the Borrower shall not have
reimbursed the Fronting Bank for such amount pursuant to subsection
(g) hereof (such unreimbursed amount being hereinafter referred to as a
“Transferred Amount”), the Fronting Bank shall be deemed to have
purchased, on such following Business Day (a “Participation Transfer
Date”) from such Lender (a “Defaulting Lender”), a
participation in such Transferred Amount and shall be entitled, for the period
from and including the Participation Transfer Date to the earlier of
(i) the date on which the Borrower shall have reimbursed the Fronting Bank
for such Transferred Amount and (ii) the date on which such Lender shall
have reimbursed the Fronting Bank for such Transferred Amount (the
“Participation Transfer Period”), to the rights, privileges and
obligations of a “Lender” under this Agreement with respect to such Transferred
Amount, and such Defaulting Lender shall not be deemed to be a Lender hereunder,
and shall not have any rights or interests of a Lender hereunder, with respect
to such Transferred Amount, and its Percentage shall be reduced accordingly with
the amount by which such Percentage is reduced deemed held by the Fronting Bank
during the Participation Transfer Period; and provided further, however,
that if, at any time after the occurrence of a Participation Transfer Date
with respect to any Lender and prior to the reimbursement by such Lender of the
Fronting Bank with respect to the related Transferred Amount pursuant to
subsection (k) above, the Fronting Bank shall receive any payment from the
Borrower pursuant to subsection (g) hereof, the Fronting Bank shall not be
obligated to pay any amounts to such Lender, and the Fronting Bank shall retain
such amounts (including, without limitation, interest payments due from the
Borrower pursuant to subsection (g) hereof) for its own account as a
Lender, provided that all such amounts shall be applied in satisfaction
of the unpaid amounts (including, without limitation, interest payments due from
such Lender pursuant to subsection (k), above) due from such Lender with respect
to such Transferred Amount.

     If at any
time after the occurrence of a Participation Transfer Date with respect to any
Lender, the Administrative Agent shall receive any payment from the Borrower for
the account of such Lender pursuant to this Agreement, if at the time of receipt
of such amounts by the Administrative Agent such Lender shall not have
reimbursed the Fronting Bank with respect to the related Transferred Amount
pursuant to subsection (k) above, the Administrative Agent shall not pay
any such amounts to such Lender but shall pay all such amounts to the Fronting
Bank and the Fronting Bank shall retain such amounts for its own account as a
Lender and apply such amounts in satisfaction of the unpaid amounts (including,
without limitation, interest payments due from such Lender pursuant to
subsection (k) above) due from such Lender with respect to such Transferred
Amount.





22

     All payments
due to the Lenders from the Fronting Bank pursuant to this subsection
(m) shall be made to the Lenders if, as, and, to the extent possible, when
the Fronting Bank receives payments in respect of Drawings under the Letters of
Credit pursuant to subsection (g) hereof, and in the same funds in which
such amounts are received; provided that if any Lender to whom the
Fronting Bank is required to transfer any such payment (or any portion thereof)
pursuant to this subsection (m) does not receive such payment (or portion
thereof) prior to (i) the close of business on the Business Day on which
the Fronting Bank received such payment from the Borrower, if the Fronting Bank
received such payment prior to 1:00 p.m. (New York time) on such day, or (ii)
1:00 p.m. (New York time) on the Business Day next succeeding the Business Day
on which the Fronting Bank received such payment from the Borrower, if the
Fronting Bank received such payment after 1:00 p.m. (New York time) on such day,
the Fronting Bank agrees to pay to such Lender, along with its payment of the
portion of such payment due to such Lender, interest on such amount at a rate
per annum equal to (1) for the period from and including the
Business Day when such payment was required to be made to the Lenders to but
excluding the second succeeding Business Day, the Federal Funds Rate and
(ii) for the period from and including the second Business Day succeeding
the Business Day when such payment was required to be made to the Lenders to but
excluding the date on which such amount is paid in full, the Federal Funds Rate
plus 2.00%. The provisions of this subsection (m) shall not affect or
impair any of the obligations under this Agreement of any Defaulting Lender to
the Fronting Bank, all of which shall remain unaffected by any default in
payment by the Fronting Bank to such Defaulting Lender.

     If, in
connection with any case or other proceeding seeking liquidation, reorganization
or other relief with respect to the Borrower or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect, or if for any other
reason whatsoever, the Fronting Bank shall be required to return to the Borrower
or to a trustee, receiver, liquidator, custodian or other similar official all
or any portion of any payments to the Lenders pursuant to this subsection
(m) or interest thereon (a “Returned Payment”), each Lender
shall, upon demand of the Fronting Bank, forthwith return to the Fronting Bank
any amounts transferred to such Lender by the Fronting Bank in respect thereof
pursuant to this subsection (m) plus such Lender’s pro rata share
(determined in accordance with such Lender’s Percentage) of interest (if any)
that the Fronting Bank is required to pay to such trustee, receiver, liquidator,
custodian or other similar official with respect to any Returned Payment.

     (n) Concerning the Fronting
Bank. The Fronting Bank will exercise and give the same care and
attention to the Letters of Credit as it gives to its other letters of credit
and similar obligations, and each Lender agrees that the Fronting Bank’s sole
liability to each Lender shall be (i) to distribute promptly, as and when
received by the Fronting Bank, and in accordance with the provisions of
subsection (m) above, such Lender’s pro rata share (determined in
accordance with such Lender’s Percentage) of any payments to the Fronting Bank
by the Borrower pursuant to subsection (g) above in respect of Drawings
under the Letters of Credit, (ii) to exercise or refrain from exercising
any right or to take or to refrain from taking any action under this Agreement
or any Letter of Credit as may be directed in writing by the Majority Lenders
(or, when expressly required by the terms of this Agreement, all of the Lenders)
or the Administrative Agent acting at the direction and on behalf of the
Majority Lenders (or, when expressly required by the terms of this Agreement,
all of the Lenders), except to the extent required by the terms hereof or
thereof or by applicable law, and (iii) as otherwise expressly set





23

forth in this Section 2.03. The
Fronting Bank shall not be liable for any action taken or omitted at the request
or with approval of the Majority Lenders (or, when expressly required by the
terms of this Agreement, all of the Lenders) or of the Administrative Agent
acting on behalf of the Majority Lenders (or, when expressly required by the
terms of this Agreement, all of the Lenders) or for the nonperformance of the
obligations of any other party under this Agreement, any Letter of Credit or any
other document contemplated hereby or thereby. Without in any way limiting any
of the foregoing, the Fronting Bank may rely upon the advice of counsel
concerning legal matters and upon any written communication or any telephone
conversation that it believes to be genuine or to have been signed, sent or made
by the proper Person and shall not be required to make any inquiry concerning
the performance by the Borrower, any Beneficiary or any other Person of any of
their respective obligations and liabilities under or in respect of this
Agreement, any Letter of Credit or any other documents contemplated hereby or
thereby. The Fronting Bank shall not have any obligation to make any claim, or
assert any Lien, upon any property held by the Fronting Bank or assert any
offset thereagainst in satisfaction of all or any part of the obligations of the
Borrower hereunder; provided that the Fronting Bank shall, if so directed
by the Majority Lenders or the Administrative Agent acting on behalf of and with
the consent of the Majority Lenders, have an obligation to make a claim, or
assert a Lien, upon property held by the Fronting Bank in connection with this
Agreement, or assert an offset thereagainst.

     The Fronting
Bank may accept deposits from, make loans or otherwise extend credit to, and
generally engage in any kind of banking or trust business with the Borrower or
any of its Affiliates, or any other Person, and receive payment on such loans or
extensions of credit and otherwise act with respect thereto freely and without
accountability in the same manner as if it were not the Fronting Bank hereunder.


     The Fronting
Bank makes no representation or warranty and shall have no responsibility with
respect to: (i) the genuineness, legality, validity, binding effect or
enforceability of this Agreement or any other documents contemplated hereby;
(ii) the truthfulness, accuracy or performance of any of the
representations, warranties or agreements contained in this Agreement or any
other documents contemplated hereby; (iii) the collectibility of any
amounts due under this Agreement; (iv) the financial condition of the
Borrower or any other Person; or (v) any act or omission of any Beneficiary
with respect to its use of any Letter of Credit or the proceeds of any Drawing
under any Letter of Credit.

     (o) Indemnification of
Fronting Bank by Lenders. To the extent that the Fronting Bank is not
reimbursed and indemnified by the Borrower under Section 8.04 hereof, each
Lender agrees to reimburse and indemnify the Fronting Bank on demand, pro
rata in accordance with such Lender’s Percentage, for 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 Fronting Bank, in any way
relating to or arising out of this Agreement, any Letter of Credit or any other
document contemplated hereby or thereby, or any action taken or omitted by the
Fronting Bank under or in connection with this Agreement, any Letter of Credit
or any other document contemplated hereby or thereby; provided, however,
that such Lender shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Fronting Bank’s gross negligence or
willful misconduct; and provided further, however, that such
Lender shall not be liable to the Fronting Bank or any other





24

Lender for the failure of the Borrower to
reimburse the Fronting Bank for any drawing made under a Letter of Credit with
respect to which such Lender has paid the Fronting Bank such Lender’s pro
rata share (determined in accordance with such Lender’s Percentage), or for
the Borrower’s failure to pay interest thereon. Each Lender’s obligations under
this subsection (o) shall survive the payment in full of all amounts
payable by such Lender under subsection (k) above, and the termination of
this Agreement and the Letters of Credit. Nothing in this subsection (o) is
intended to limit any Lender’s reimbursement obligation contained in subsection
(k) above.

     (p) Representations of
Lenders. As between the Fronting Bank and the Lenders, by its execution
and delivery of this Agreement each Lender hereby represents and warrants solely
to the Fronting Bank that (i) it is duly organized and validly existing in
good standing under the laws of the jurisdiction of its formation, and has full
corporate power, authority and legal right to execute, deliver and perform its
obligations to the Fronting Bank under this Agreement; and (ii) this Agreement
constitutes its legal, valid and binding obligation enforceable against it in
accordance with the terms hereof, except as such enforceability may be limited
by applicable bank organization, moratorium, conservatorship or other laws now
or hereafter in effect affecting the enforcement of creditors rights in general
and the rights of creditors of banks, and except as such enforceability may be
limited by general principles of equity (whether considered in a proceeding at
law or in equity).

     (q) Multiple Fronting Banks.
If there shall be more than one Fronting Bank holding Outstanding
Credits at any time hereunder, each such Fronting Bank shall, with respect to
the Letters of Credit issued by it and the Reimbursement Obligations owing to
it, be regarded hereunder as the “Fronting Bank” and shall have all the rights,
interests, protections and obligations of the “Fronting Bank” hereunder with
respect to such Letters of Credit and Reimbursement Obligations and all matters
relating thereto. Whenever any action may be, or is required to be, taken by the
Fronting Bank hereunder, each Fronting Bank may, or shall, take such action only
in respect of the Letters of Credit issued by it and the Reimbursement
Obligations owing to it. Whenever the consent of the Fronting Bank is required
hereunder with respect to any proposed action, the consent of each Fronting Bank
holding Outstanding Credits shall be required for such proposed action to be
taken. Any notice to be provided to the Fronting Bank shall be provided to each
Fronting Bank holding Outstanding Credits, and each such Fronting Bank shall
have the right to request any information, and take any other action, as the
Fronting Bank is permitted to do hereunder. If at any time no Letters of Credit
and no Reimbursement Obligations are outstanding, then Bank One, in its capacity
as Fronting Bank, shall have the sole right and/or obligation to take any action
or issue any consent that the Fronting Bank may, or is required to, take or
issue hereunder. The protections accorded the Fronting Bank hereunder shall
inure to the benefit of each Fronting Bank holding Outstanding Credits from time
to time hereunder, regardless of whether the same are outstanding at the time
the benefits of such protections are asserted.

     SECTION 2.04. 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





25

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:


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	LEVEL 2	 	 	LEVEL 3	 	 	LEVEL 4	 	 	 	 
	 	 	 	 	 	 	 	 	 	Reference	 	 	Reference	 	 	Reference	 	 	 	 
	 	 	 	 	LEVEL 1	 	 	Ratings Less	 	 	Ratings Less	 	 	Ratings Less	 	 	LEVEL 5	 
	 	 	 	 	Reference	 	 	Than Level 1	 	 	Than Level 2	 	 	Than Level 3	 	 	Reference	 
	 	 	 	 	Ratings at Least	 	 	but at Least	 	 	but at Least	 	 	but at Least	 	 	Ratings Lower	 
	 	 	 	 	BBB+ By S&P	 	 	BBB By S&P	 	 	BBB- By S&P	 	 	BB+ By S&P	 	 	Than Level 4 or	 
	 	 	 	 	And Baa1 By	 	 	And Baa2 By	 	 	And Baa3 By	 	 	And Ba1 By	 	 	no Reference	 
	 	BASIS FOR PRICING	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	Ratings exist.	 
	 	
      Facility Fee 
	 	 	 	0.150	%	 	 	 	0.175	%	 	 	 	0.250	%	 	 	 	0.500	%	 	 	 	0.625	%	 
	 



For purposes of the foregoing, if the
ratings assigned by Moody’s and S&P to any entity are not comparable (i.e.,
a “split rating”), the lower of such two 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.

     (c) The
Borrower shall pay to the Administrative Agent, for the account of the Lenders,
a fee in an amount equal to the then Applicable Margin for Eurodollar Rate
Advances multiplied by the Stated Amount of each Letter of Credit, in each case
for the number of days that such Letter of Credit is issued but undrawn, payable
quarterly in arrears on the last day of each December, March, June and September
and on the Termination Date.

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

     SECTION 2.05. Termination or
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; provided, further, that the
Commitments may not be reduced to an amount that is less than the aggregate
Stated Amount of outstanding Letters of Credit. Subject to the foregoing, any
reduction of the Commitments to an amount below $250,000,000 shall result in a
reduction of the L/C Commitment Amount to the extent of such deficit. Each such
notice of termination or reduction shall be irrevocable.

     SECTION 2.06. Repayment of
Advances.

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





26

     SECTION 2.07. 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, 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 2.11;

     (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 2.11;

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 2.08. 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 2.08 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.





27

     SECTION 2.09. Interest Rate
Determination.

     (a) Each Reference Bank agrees to
furnish to the Administrative Agent timely information for the purpose of
determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks. If any Reference Bank shall no longer be a Lender
hereunder, shall no longer wish to serve as a Reference Bank hereunder or shall
fail to perform hereunder, the Administrative Agent, upon consultation with the
Borrower, may appoint another Lender to serve as a successor or replacement
Reference Bank hereunder.

     (b) The
Administrative Agent shall give prompt notice to the Borrower and the Lenders of
the applicable interest rate determined by the Administrative Agent for purposes
of Section 2.07(a) or (b) including the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining the applicable
interest rate under Section 2.07(b).

     (c) If
fewer than two Reference Banks furnish timely information to the Administrative
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,

     (i) the Administrative Agent shall
forthwith notify the Borrower and the Lenders that the interest rate cannot be
determined for such Eurodollar Rate Advances,

     (ii) each such Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into an Alternate Base Rate Advance (or if such Advance is then an
Alternate Base Rate Advance, will continue as an Alternate Base Rate Advance),
and

     (iii) 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.

     (d) 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

     (i) 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

     (ii) 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.





28

     SECTION 2.10. 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 2.09 and 2.13, 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 2.10(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.

     SECTION 2.11.
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





29

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 Outstanding Credits on any date hereunder shall
exceed the aggregate amount of the Commitments hereunder on such date, the
Borrower agrees to (i) prepay on such date a principal amount of Advances and/or
(ii) pay to the Administrative Agent an amount in immediately available
funds (which funds shall be held as collateral pursuant to arrangements
satisfactory to the Administrative Agent) equal to all or a portion of the
amount available for drawing under the Letters of Credit outstanding at such
time, which prepayment under clause (i) and payment under clause
(ii) shall, when taken together result in the amount of Outstanding Credits
minus the amount paid to the Administrative Agent pursuant to clause
(ii) being less than or equal to the aggregate amount of the Commitments
hereunder on such date. 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 2.12. 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 or any increase in the cost to the Fronting Bank or any Lender of
issuing, maintaining or participating in Letters of Credit, then the Borrower
shall from time to time, upon demand by such Lender or the Fronting Bank (as the
case may be) (with a copy of such demand to the Administrative Agent), pay to
the Administrative Agent for the account of such Lender or the Fronting Bank (as
the case may be) additional amounts sufficient to compensate such Lender or the
Fronting Bank (as the case may be) 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 or the Fronting Bank (as
the case may be), shall constitute such demand and shall be conclusive and
binding for all purposes, absent manifest error.

     (b) If
any Lender or the Fronting Bank 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 the Fronting Bank (as the case may be) or any corporation controlling
such Lender or the Fronting Bank (as the case may be) and that the amount of
such capital is increased by or based upon the existence of (i) such
Lender’s commitment to lend or participate in Letters of Credit hereunder and
other commitments of this type or (ii) the Advances made by such Lender or
(iii) the participations in Letters of Credit acquired by such Lender or
(iv) in the case of the Fronting Bank, the Fronting Bank’s commitment to
issue, maintain and





30

honor drawings under Letters of Credit
hereunder, or (v) the honoring of Letters of Credit by the Fronting Bank
hereunder, then, upon demand by such Lender or the Fronting Bank (as the case
may be) (with a copy of such demand to the Administrative Agent), the Borrower
shall immediately pay to the Administrative Agent for the account of such Lender
or the Fronting Bank (as the case may be), from time to time as specified by
such Lender or the Fronting Bank (as the case may be), additional amounts
sufficient to compensate such Lender, the Fronting Bank or such corporation in
the light of such circumstances, to the extent that such Lender or the Fronting
Bank (as the case may be) determines such increase in capital to be allocable to
(i) in the case of such Lender, the existence of such Lender’s commitment
to lend hereunder or the Advances made by such Lender or (ii) the participations
in Letters of Credit acquired by such Lender or (iii) in the case of the
Fronting Bank, the Fronting Bank’s Commitment to issue, maintain and honor
drawings under Letters of Credit hereunder, or (iv) the honoring of Letters
of Credit by the Fronting Bank hereunder. A certificate as to such amounts
submitted to the Borrower and the Administrative Agent by such Lender or the
Fronting Bank (as the case may be) shall constitute such demand and shall be
conclusive and binding for all purposes, absent manifest error.

     SECTION 2.13. 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 2.10 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 2.13 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 2.14. 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 or, with respect to payments made in respect of
Reimbursement Obligations, to the Fronting Bank, at its address referred to in
Section 8.02 in same day funds, and any such payment to the Administrative
Agent or the Fronting Bank (as the case may be) shall constitute payment by the
Borrower hereunder or under any Note, as the case may be, for all purposes, and
upon such





31

payment the Lenders shall look solely to
the Administrative Agent or the Fronting Bank (as the case may be) for their
respective interests in such payment. The Administrative Agent or the Fronting
Bank (as the case may be) will promptly after any such payment cause to be
distributed like funds relating to the payment of principal or interest or
facility fees or Reimbursement Obligations ratably (other than amounts payable
pursuant to Section 2.02(c), 2.04, 2.08, 2.10(c), 2.12, 2.15 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 and the
Fronting Bank shall 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 and the Fronting Bank, if and to the
extent payment owed to such Lender or the Fronting Bank (as the case may be) is
not made by the Borrower to the Administrative Agent or the Fronting Bank (as
the case may be) 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 or the
Fronting Bank (as the case may be) if and to the extent that such Lender or the
Fronting Bank (as the case may be) shall have expressly waived its set-off
rights in writing in respect of such payroll account) with such Lender or the
Fronting Bank (as the case may be) any amount so due.

     (c) All
computations of interest based on the Alternate Base Rate (based upon Citibank’s
base 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 2.08 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 2.08, 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





32

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 2.07, 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.


     SECTION 2.15. Taxes.

     (a) Any
and all payments by the Borrower hereunder and under any Note shall be made, in
accordance with Section 2.14, 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, the Fronting Bank 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, the Fronting
Bank or the Administrative Agent by any jurisdiction in which such Lender, the
Fronting Bank 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, the Fronting Bank 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 2.15) such Lender, the Fronting Bank 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, any
Letter of Credit or any Note (herein referred to as “Other
Taxes”).

     (c) The
Borrower agrees to indemnify each Lender, the Fronting Bank 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





33

Section 2.15) paid by such Lender, the Fronting Bank 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, the Fronting Bank 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, the Fronting
Bank 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, the Fronting Bank and the Borrower in writing to that effect. Unless the
Borrower, the Fronting Bank and the Administrative 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, the
Fronting Bank 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 2.15 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 2.15 shall survive
the payment in full of principal and interest hereunder and under any Note.

     SECTION 2.16. 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 or participations in Letters of Credit acquired by it (other than pursuant
to Section 2.02(c), 2.08, 2.10(c), 2.12, 2.15 or 8.04(b)) in excess of its
ratable share of payments on account of the Advances or Letters of Credit (as
the case may be) obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in the Advances made by them
or participations in Letters of Credit acquired by them (as the case may be) 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





34

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 2.16 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 2.17. 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 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 AND ISSUING LETTERS OF CREDIT

     SECTION 3.01. Conditions
Precedent to Initial Extension of Credit.

     The
obligation of each Lender to make its initial Advance, and the obligation of the
Fronting Bank to issue its initial Letter of Credit, are subject to the
conditions precedent that on or before the date of any such Extension of Credit:






35

     (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 the Fronting
Bank and each Lender:

     (i) Any Note requested by a Lender
pursuant to Section 2.17, 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
(including the SEC Order) required for the due execution, 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 June 30, 2003 and related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the six-month period then ended, in all cases
as amended and restated to the date of delivery;

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

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

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

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





36

     (b) The
Borrower and the Fronting Bank shall have entered into an agreement, in form and
substance satisfactory to the Fronting Bank, concerning fees payable by the
Borrower to the Fronting Bank for its own account (the “Fronting Bank Fee
Letter”).

     (c) The
Borrower and OE shall have paid all of the fees payable in accordance with the
Fee Letter, and the Borrower shall have paid all the fees payable in accordance
with the Fronting Bank Fee Letter.

     (d) All
amounts outstanding under the Existing Credit Agreement, whether for principal,
interest, fees or otherwise, shall have been paid in full, and all commitments
to lend thereunder shall have been terminated.

     (e) All
amounts outstanding under the Standby Bond Purchase Agreement, dated as of
August 1, 2003, among OE, the purchasers party thereto and Barclays, as
administrative agent, whether for principal, interest, fees or otherwise, shall
have been paid in full, and all commitments to lend thereunder shall have been
terminated.

     (f) The
Administrative Agent shall have received evidence satisfactory to it of the
execution and delivery of the Ohio Edison Facilities.

     SECTION 3.02. Conditions
Precedent to Each Extension of Credit.

     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, and the obligation of the Fronting Bank to
issue, amend, extend or renew a Letter of Credit (including the initial Letter
of Credit), shall be subject to the further conditions precedent that on the
date of such Extension of Credit:

     (i) The following statements shall be
true (and each of the giving of the applicable Notice of Borrowing (in the case
of a Borrowing) or Letter of Credit Request (in the case of the issuance of a
Letter of Credit) and the acceptance by the Borrower of the proceeds of such
Borrowing or the acceptance of a Letter of Credit by the Beneficiary thereof, as
the case may be, shall constitute a representation and warranty by the Borrower
that on the date of such Extension of Credit such statements are true):

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

     (C) Immediately following such
Extension of Credit, (1) the aggregate amount of Outstanding Credits shall
not exceed the aggregate amount of the Commitments then in effect, (2) the
Outstanding Credits of any Lender shall not





37

exceed the amount of such
Lender’s Commitment and (3) if such Extension of Credit is the issuance of
a Letter of Credit, the Stated Amount thereof, when aggregated with (x) the
Stated Amount of each other Letter of Credit that is outstanding or with respect
to which a Letter of Credit Request has been received and (y) the
outstanding Reimbursement Obligations, would not exceed the L/C Commitment
Amount; and

     (ii) The Borrower shall have delivered
to the Administrative Agent copies of such other approvals and documents as the
Administrative Agent or the Fronting Bank 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 2.10 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.

     SECTION 3.04. Conditions
Precedent to Extensions of Credit after December 31, 2005.

     At any time
after December 31, 2005, 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, and the
obligation of the Fronting Bank to issue, amend, extend or renew a Letter of
Credit (including the initial Letter of Credit), shall be subject to the further
conditions precedent that on or prior to the date of such Extension of Credit
the Administrative Agent shall have received the following, each dated the same
date, in form and substance satisfactory to the Administrative Agent and with
one copy for the Fronting Bank and each Lender:

     (i) A certificate of the Secretary or
an Assistant Secretary of the Borrower certifying that attached thereto is a
true and correct copy of the Supplemental SEC Order and that such order has been
issued and is in full force and effect; and





38

     (ii) An opinion of Pillsbury Winthrop
LLP, special counsel for the Borrower, to the effect that no Governmental Action
is or will be required in connection with the execution, delivery or performance
by the Borrower, or the consummation by the Borrower of the transactions
contemplated by this Agreement or any other Loan Document to which it is, or is
to become, a party other than the Supplemental SEC Order, which has been duly
issued and is in full force and effect.

ARTICLE IV
REPRESENTATIONS
AND WARRANTIES

     SECTION 4.01. Representations and
Warranties of the Borrower.

     The Borrower
represents and warrants as follows:

     (a) Corporate Existence and
Power. It 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





39

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 (i) the SEC Order, which
has been duly issued and is in full force and effect and (ii) the Supplemental
SEC Order.

     (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 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 Schedule II, the Borrower’s Annual Report on Form
10-K/A for the fiscal year ended December 31, 2002 filed on
September 11, 2003 with the SEC, its Quarterly Report on Form 10-Q/A for
the quarter ended June 30, 2003 filed on September 11, 2003 with the
SEC and its Current Reports on Form 8-K filed in 2003 prior to the date hereof
(copies of which have been furnished to each Bank), 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, and there has been no development in the matters disclosed in
Schedule II that has had such a material adverse effect.

     (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 PricewaterhouseCoopers
LLP, independent public accountants, and the unaudited consolidated balance
sheet of the Borrower and its Subsidiaries as at June 30, 2003, and the
related consolidated statements of income, retained earnings and cash flows of
the Borrower and its Subsidiaries for the nine months then ended, copies of each
of which have been furnished to each Bank and the Fronting Bank, in all cases as
amended and restated to the date hereof, 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. Except as disclosed in the Borrower’s Annual Report on Form 10-K/A for





40

the fiscal year ended December 31, 2002 filed on
September 11, 2003 with the SEC, its Quarterly Report on Form 10-Q/A for
the quarter ended June 30, 2003 filed on September 11, 2003 with the
SEC and its Current Reports on Form 8-K filed in 2003 prior to the date hereof
(copies of which have been furnished to each Bank), 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, since December 31, 2002.

     (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 Banks, 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 penalties, or provided adequate reserves for payment thereof in
accordance with GAAP 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 Extension of Credit and each
Letter of Credit 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 Extension of Credit, 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 Extension of Credit 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.





41

     (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, the Fronting Bank 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.

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, any Letter of Credit
shall remain outstanding 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





42

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 or the Fronting Bank, through the
Administrative Agent, may reasonably request.

     (d) Inspection
Rights. At any reasonable time and from time to time as the
Administrative Agent, the Fronting Bank or any Lender may reasonably request,
permit the Administrative Agent, the Fronting Bank 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, the Fronting Bank 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, the Fronting Bank 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 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, the Fronting
Bank’s or such Lender’s business operations be treated confidentially by the
Administrative Agent, the Fronting Bank or such Lender, as the case may be, and
will not be distributed or otherwise made available by the Administrative Agent,
the Fronting Bank or such Lender, as the case may be, to any Person, other than
the Administrative Agent’s, the Fronting Bank’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





43

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 and the Fronting Bank, 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;

     (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 and the Fronting Bank by PricewaterhouseCoopers LLP or other independent
public accountants acceptable to the Lenders and the Fronting Bank, 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;





44

     (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;

     (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 the Fronting
Bank or any Lender (through the Administrative Agent) may from time to time
reasonably request.

     (h) SEC Order.
Maintain the SEC Order and, on and after the date of any Extension of
Credit after December 31, 2005, the Supplemental SEC Order, in full force
and effect and comply with all terms and conditions thereof until all amounts
outstanding under the Loan Documents shall have been repaid or paid (as the case
may be) and the Termination Date has occurred.





45

     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, any Letter of Credit
shall remain outstanding or any Lender shall have any Commitment hereunder, the
Borrower will:

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

     (b) FirstEnergy Debt to
Capitalization Ratio. Not permit (determined as of the last day of each
fiscal quarter) the FirstEnergy Debt to Capitalization Ratio 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, any Letter of Credit
shall remain outstanding 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 domestic 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 located in The United States of America 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.

     (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, 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





46

created by any First Mortgage Indenture, so long as (A) 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 on assets of ATSI to secure Indebtedness of ATSI,
provided, however, that the aggregate principal amount of
Indebtedness secured by such Liens shall not at any time exceed 60% of the
depreciated book value of the property subject to such Liens; (vii) Liens
securing Stranded Cost Securitization Bonds; (viii) Liens on cash (in an
aggregate amount not to exceed $270,000,000) pledged to secure reimbursement
obligations for letters of credit issued for the account of OE and
(ix) 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 (viii); 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); and (ix) Liens on Letter of Credit Cash cover as
contemplated by Section 6.01.

     (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 and the Fronting Bank.

     (d) 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 and the Fronting Bank) 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 and the Fronting Bank)
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.

     (e) Use of Proceeds.
Use the proceeds of any Extension of Credit for any purpose other than
working capital and other general corporate purposes of the Borrower and its
Subsidiaries; provided, however, that the Borrower may not use such
proceeds in connection with any Hostile Acquisition.





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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 Reimbursement Obligation, 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 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
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,





48

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

     (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 Borrower shall fail to
own directly or indirectly 100% of the issued and outstanding shares of common
stock of each domestic Significant Subsidiary, (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 Borrower (or other securities convertible into such
securities) representing 30% or more of the combined voting power of all
securities of the Borrower 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





49

constitute a majority of
the Board of Directors of the Borrower unless the Persons replacing such
individuals were nominated by the stockholders or the Board of Directors of the
Borrower in accordance with the Borrower’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 Borrower (or other securities convertible into such
securities) representing 30% or more of the combined voting power of all
securities of the Borrower 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, and the
obligation of the Fronting Bank to issue Letters of Credit, to be terminated,
whereupon the same shall forthwith terminate, (ii) by notice to the
Borrower, declare the Advances, an amount equal to the aggregate Stated Amount
of all issued but undrawn Letters of Credit (such amount being the “Letter
of Credit Cash Cover”) 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, and
(iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall)
furnish to each Beneficiary written notice of its intention to terminate such
Letter of Credit pursuant to the terms thereof; 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, and the obligation of the Fronting
Bank to issue Letters of Credit, shall automatically be terminated and
(B) all Advances, the Letter of Credit Cash Cover 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. In the event that the Borrower is
required to pay the Letter of Credit Cash Cover pursuant to this Section, such
payment shall be made in immediately available funds to the Administrative
Agent, which shall hold such funds as collateral pursuant to arrangements
satisfactory to the Administrative Agent and the Fronting Bank to secure
Reimbursement Obligations in respect of Letters of Credit then outstanding.

ARTICLE VII
THE AGENT

     SECTION 7.01. Authorization and
Action.

     Each Lender
and the Fronting Bank 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) upon the instructions of the Majority Lenders,
and such





50

instructions shall be binding upon all Lenders and the Fronting Bank;
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 and the Fronting Bank 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 and the Fronting Bank 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, the Fronting Bank 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 or the Fronting Bank and shall not be responsible to any Lender or
the Fronting Bank 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 or the Fronting Bank 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. Citibank, Bank One
and Affiliates.

     With respect
to its Commitment, the Advances made by it and any Note issued to it, each of
Citibank and Bank One 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 or the Fronting Bank (as the case may be); and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include each
of Citibank and Bank One in its individual capacity. Each of Citibank and Bank
One and their respective 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 Citibank or Bank One were not the





51

Administrative Agent or the Fronting Bank (as the case may be) and
without any duty to account therefor to the Lenders or the Fronting Bank.

     SECTION 7.04. Lender Credit
Decision.

     Each Lender
acknowledges that it has, independently and without reliance upon the
Administrative Agent, the Fronting Bank 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, the Fronting Bank 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, the Fronting Bank and the Borrower and may be removed at any time
with or without cause by the Majority Lenders and the Fronting Bank. Upon any
such resignation or removal, the Majority Lenders and the Fronting Bank 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 the Fronting Bank, and shall have
accepted such appointment, within 30 days after the retiring Administrative
Agent’s giving of notice of resignation or the Majority Lenders’ and the
Fronting Bank’s removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders and the Fronting Bank,
appoint a successor





52

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 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, 3.03 or 3.04 (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 no amendment, waiver or consent
that would adversely affect the rights of, or increase the obligations of, the
Fronting Bank, or that would alter any provision hereof relating to or affecting
Letters of Credit, shall be effective unless agreed to in writing by the
Fronting Bank; and provided, further, that this Agreement may be amended
and restated without the consent of any Lender, the Fronting Bank or the
Administrative Agent if, upon giving effect to such amendment and restatement,
such Lender, the Fronting Bank 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, the Fronting Bank or the
Administrative Agent, as the case may be.





53

     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 Two Penns Way, Suite 200, New
Castle, Delaware 19720, Attention: Bank Loan Syndications; and if to the
Fronting Bank, as its address at 300 S. Riverside, Suite IL1-0236, Chicago,
IL 60606, Attention: Victor DeGuzman, Telecopy: (312) 954-5603; 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 or the Fronting Bank pursuant to
Article II or VII shall not be effective until received by the
Administrative Agent or the Fronting Bank (as the case may be).

     SECTION 8.03. No Waiver;
Remedies.

     No failure
on the part of any Lender, the Fronting Bank 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, the Fronting Bank 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 2.10 or 2.13 or a
prepayment pursuant to Section 2.11 or





54

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.

     (c) The
Borrower hereby agrees to indemnify and hold each Lender, the Fronting Bank, 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 or
the commitment of the Fronting Bank hereunder and any use or proposed use by the
Borrower of the proceeds of any Extension of Credit or the existence or use of
any Letter of Credit or the amounts drawn thereunder, 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, the Fronting Bank and the Administrative Agent
under this Agreement and any Note and the termination of the Commitments, the
commitment of the Fronting Bank hereunder and any Letters of Credit. 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 and
the Fronting Bank 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 or
the Fronting Bank (as the case may be) if and to the extent that such Lender or





55

the Fronting Bank (as the case may be) 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 or the Fronting
Bank (as the case may be) 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 or the Fronting Bank (as the case may be) shall have made any demand
under this Agreement or such Note and although such obligations may be
unmatured. Each Lender and the Fronting Bank agrees promptly to notify the
Borrower after any such set-off and application made by such Lender or the
Fronting Bank (as the case may be), provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Lender and the Fronting Bank under this Section 8.05 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Lender or the Fronting Bank (as the case may be)
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 and the Fronting Bank that such Bank or the
Fronting Bank (as the case may be) has executed it and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Administrative Agent,
the Fronting Bank 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 and the Fronting Bank.

     SECTION 8.07. Assignments and
Participations.

     (a) Each Lender may, with the
prior written consent of the Borrower, the Fronting Bank 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





56

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 the Administrative Agent, the Fronting Bank, 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, the Fronting Bank 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, the Fronting Bank 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 2.17 in favor of such assignee or assignor (as the case
may be), after giving effect to such assignment.





57

     (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 and its obligations to the
Fronting Bank 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, the Fronting Bank 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 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, as collateral or
otherwise, any 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 or (ii) any
Affiliate of such Lender, in either case, without notice to or consent of the
Borrower, the Fronting Bank 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 2.12(a), 2.12(b) or
2.13, or shall deliver any notice to the Administrative Agent pursuant to
Section 2.13 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 2.12(a),
2.12(b) or 2.13, 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





58

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
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, the
Fronting Bank 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, the Fronting Bank 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.





59

     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 or any Letter of Credit, 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 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, THE FRONTING BANK 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 LETTER OF CREDIT, 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 and the Fronting Bank 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.





60

     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.





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.
	 	 	 	 	 
	 	
FIRSTENERGY CORP.
 	 
	 	By:  	_______________________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


	 	 	 	 	 
	 	CITIBANK, N.A.,
as Administrative
    Agent
 	 
	 	By:  	___________________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


	 	 	 	 	 
	 	BANK ONE, NA
as Fronting Bank
 	 
	 	By:  	_____________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-2
	 	 	 	 	 
	 	Banks


CITIBANK,
    N.A.
 	 
	 	By:  	__________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-3
	 	 	 	 	 
	 	BARCLAYS BANK PLC
 	 
	 	By:  	________________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-4
	 	 	 	 	 
	 	BANK ONE, NA
 	 
	 	By:  	______________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-5
	 	 	 	 	 
	 	THE BANK OF NEW YORK
 	 
	 	By:  	__________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-6
	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
 	 
	 	By:  	__________________________  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-7
	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
 	 
	 	By:  	___________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-8
	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION
 	 
	 	By:  	________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-9
	 	 	 	 	 
	 	MORGAN STANLEY BANK
 	 
	 	By:  	______________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-10
	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC
 	 
	 	By:  	______________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-11
	 	 	 	 	 
	 	CREDIT SUISSE FIRST BOSTON,
CAYMAN ISLANDS
      BRANCH
 	 
	 	By:  	______________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


	 	 	 	 	 
	 	 	 
	 	By:  	_________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-12
	 	 	 	 	 
	 	FLEET NATIONAL BANK
 	 
	 	By:  	_________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-13
	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.
 	 
	 	By:  	__________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-14
	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA
 	 
	 	By:  	_________________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-15
	 	 	 	 	 
	 	NATIONAL CITY BANK
 	 
	 	By:  	______________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-16
	 	 	 	 	 
	 	JPMORGAN CHASE BANK
 	 
	 	By:  	_____________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-17
	 	 	 	 	 
	 	FIRST COMMERCIAL BANK,
LOS ANGELES
    BRANCH
 	 
	 	By:  	_______________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



	 	 	 	 	 


S-18
	 	 	 	 	 
	 	UBS LOAN FINANCE LLC
 	 
	 	By:  	_____________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



S-19
	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC.
 	 
	 	By:  	____________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



S-20
	 	 	 	 	 
	 	LASALLE BANK
 	 
	 	By:  	________________________  	 
	 	Name:  	 	 
	 	Title:  	 	 



SIGNATURE PAGE TO FIRSTENERGY 3-YEAR
CREDIT AGREEMENT 



SCHEDULE I

List of Commitments and Lending
Offices


	 	 	 	 	 	 	 	 	 
	Lender	 	Allocation	 	Domestic
      Lending Office	 	Eurodollar
      Lending Office
	
      Barclays Bank PLC

	 	$	36,187,500.00	 	 	Barclays Bank PLC
200 Park Avenue
New
      York, NY 10166 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Citibank, N.A. 
	 	$	36,187,500.00	 	 	One Court Square
7th floor, Zone
      2
Long Island City, NY 11120 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Bank One, NA 
	 	$	32,962,500.00	 	 	1 Bank One
      Plaza
Suite IL1-0010
Chicago, IL 60670
Attn: Brenda De Los
      Reyes 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Wachovia Bank,
      National
Association 
	 	$	32,962,500.00	 	 	301 South College Street
5th
      Floor
One Wachovia Center
Charlotte, NC 28288-0251 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      JPMorgan Chase Bank
    
	 	$	32,962,500.00	 	 	1 Chase Manhattan Plaza
New York, NY 10081
	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      The Bank of New York
    
	 	$	22,500,000.00	 	 	One Wall Street
New York, NY 10286 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      KeyBank National
      Association 
	 	$	22,500,000.00	 	 	127 Public Square
Cleveland, OH 44114 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Morgan Stanley Bank
    
	 	$	30,000,000.00	 	 	1633 Broadway - 25th Floor
New
      York, NY 10019
Attn: James Morgan 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      The Royal Bank of Scotland
      plc 
	 	$	16,875,000.00	 	 	101 Park Avenue
New York, NY 10178 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Fleet National Bank
    
	 	$	12,487,500.00	 	 	100 Federal Street
Boston, MA 02110 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Union Bank of California,
      N.A. 
	 	$	9,375,000.00	 	 	445 South Figueroa St.
15th
      Floor
Los Angeles, CA 90071 	 	Same as
Domestic



SCHEDULE I TO FIRSTENERGY 3-YEAR CREDIT
AGREEMENT 






	 	 	 	 	 	 	 	 	 
	Lender	 	Allocation	 	Domestic
      Lending Office	 	Eurodollar
      Lending Office
	
      The Bank of Nova Scotia
      
	 	$	9,375,000.00	 	 	The Bank of Nova Scotia,
New York
      Agency
One Liberty Plaza
New York, NY 10006 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      National City Bank
    
	 	$	9,375,000.00	 	 	One Cascade Plaza
Akron, OH 44308 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      U.S. Bank National
      Association 
	 	$	9,375,000.00	 	 	U.S. Bank Tower
425 Walnut Street
ML
      CNOHW8
Cincinnati, OH 45201 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Credit Suisse First Boston
      
	 	$	16,875,000.00	 	 	One Madison Avenue
New York, NY 10010 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      UBS Loan Finance LLC
    
	 	$	16,875,000.00	 	 	677 Washington Boulevard
6th Floor
      South
Stamford, CT 06901 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      LaSalle Bank 
	 	$	9,375,000.00	 	 	135 S. LaSalle
      Street
Suite 1425
Chicago, IL 60603 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      First Commercial
      Bank,
Los Angeles Branch 
	 	$	9,375,000.00	 	 	515 South Flower
      Street
Suite 1050
Los Angeles, CA 90071 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Lehman Commercial Paper
      Inc. 
	 	$	9,375,000.00	 	 	745 7th Avenue, 16th
      Floor
New York, NY 10019
Attn: Marie Cowell 	 	Same as
Domestic



SCHEDULE I TO FIRSTENERGY 3-YEAR CREDIT
AGREEMENT 





SCHEDULE II

Litigation

On August 14, 2003, eight states in the Northeast U.S. and
southern Canada, covering a geographic area reportedly having approximately
50 million people, experienced a widespread power outage. That outage
affected approximately 1.4 million customers in the Borrower’s service
area. The causes of the outage have not yet been determined, although various
industry, media and other reports initially alleged that the outage began in the
Borrower’s system. More recent reports point to a wide range of contributing
factors. The Borrower is in the process of accumulating data and evaluating the
status of its electrical system prior to and during the outage event and
understands that the same effort is under way at utilities and transmission
operators across the region.

Congressional committees, state utility commissions and others have
commenced investigations and inquiries into the causes and implications of the
outage. In addition, a joint U.S.-Canada Task Force has been formed to
investigate the events, with the U.S. Department of Energy coordinating the U.S.
portion of this investigation. The consensus of the investigating entities is
that extensive data needs to be gathered and analyzed in order to determine with
any degree of certainty the circumstances that led to the outage. The Borrower
has been working closely with the U.S.-Canada Task Force and other appropriate
groups involved to determine exactly what events led to the outage. The various
inquiries could take many months to complete, given the complexity of the issues
involved, the number of parties involved and the amount of data to be collected
and analyzed.

A number of lawsuits have been filed against the Borrower in
connection with the August 14th regional outage by individuals seeking
court certification to represent a class of similarly situated persons who
allegedly suffered damages as a result of the outage.

A number of individual shareholder-plaintiffs have filed separate
complaints against the Borrower, its Board of Directors and certain of its
executive officers alleging that the Borrower and the named officers reported
materially false and misleading financial results over the relevant periods in
violation of federal securities laws in connection with the recent restatement
of earnings, the August 14th regional outage and the on-going outage at the
Davis-Besse Nuclear Power Plant. In each case, the plaintiffs are seeking
certification from the court to represent a class of similarly situated
shareholders.

In addition, the Borrower has been served with a derivative complaint
filed by an individual shareholder on behalf of other shareholders against the
Borrower and its Board of Directors, alleging a series of breaches of fiduciary
duties by the directors and certain officers of the Borrower relating to the
issues surrounding the regional power outage, the recent restatement of earnings
and the on-going outage at the Davis-Besse Nuclear Power Plant.

In addition to these legal proceedings and depending upon the
outcomes of the governmental and other investigations of the outage, it is
possible that additional regulatory proceedings or legal

SCHEDULE II TO FIRSTENERGY 3-YEAR CREDIT
AGREEMENT 



actions may be instituted against the Borrower. Two such proceedings
have already been initiated at the Public Utilities Commission of Ohio (PUCO).
One such complaint, made by a local congressman, alleges that certain
Significant Subsidiaries failed to provide reasonable and adequate service under
applicable Ohio law. The complaint seeks the authorization for another electric
supplier to furnish electric service within the Ohio-based franchise territory
of those Significant Subsidiaries. The other PUCO matter relates to a private
advocacy group seeking to intervene in the first proceeding.

SCHEDULE II TO FIRSTENERGY 3-YEAR CREDIT
AGREEMENT