Unassociated Document



Exhibit 10.7



U.S. $125,000,000

THREE-YEAR CREDIT AGREEMENT

Dated as of October 23, 2003

Among

OHIO EDISON COMPANY,
as
Borrower,

THE BANKS NAMED HEREIN,
as
Banks,

CITIBANK, N.A.
as
Administrative Agent 



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

i 



TABLE OF CONTENTS


	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	 	 	 	 
	DEFINITIONS AND ACCOUNTING TERMS
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 1.01.
	 	Certain Defined Terms	 	 	1	 
	
      SECTION 1.02.
	 	Computation of Time Periods	 	 	12	 
	
      SECTION 1.03.
	 	Accounting Terms	 	 	12	 
	
      SECTION 1.04.
	 	Certain References	 	 	12	 
	
       
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 
	AMOUNTS AND TERMS OF THE ADVANCES
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 2.01.
	 	The Advances	 	 	12	 
	
      SECTION 2.02.
	 	Making the Advances	 	 	13	 
	
      SECTION 2.03.
	 	Fees	 	 	14	 
	
      SECTION 2.04.
	 	Termination or Reduction of the Commitments	 	 	14	 
	
      SECTION 2.05.
	 	Repayment of Advances	 	 	15	 
	
      SECTION 2.06.
	 	Interest on Advances	 	 	15	 
	
      SECTION 2.07.
	 	Additional Interest on Advances	 	 	15	 
	
      SECTION 2.08.
	 	Interest Rate Determination	 	 	16	 
	
      SECTION 2.09.
	 	Conversion of Advances	 	 	17	 
	
      SECTION 2.10.
	 	Prepayments	 	 	18	 
	
      SECTION 2.11.
	 	Increased Costs	 	 	18	 
	
      SECTION 2.12.
	 	Illegality	 	 	19	 
	
      SECTION 2.13.
	 	Payments and Computations	 	 	19	 
	
      SECTION 2.14.
	 	Taxes	 	 	21	 
	
      SECTION 2.15.
	 	Sharing of Payments, Etc	 	 	22	 
	
      SECTION 2.16.
	 	Noteless Agreement; Evidence of Indebtedness	 	 	22	 
	
       
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 
	CONDITIONS OF LENDING
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 3.01.
	 	Conditions Precedent to Initial Advances	 	 	23	 
	
      SECTION 3.02.
	 	Conditions Precedent to Each Advance	 	 	25	 
	
      SECTION 3.03.
	 	Conditions Precedent to Conversions	 	 	25	 
	
       
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 4.01.
	 	Representations and Warranties of the
Borrower	 	 	26	 



ii 




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE V
	 	 	 	 
	COVENANTS OF THE BORROWER
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 5.01.
	 	Affirmative Covenants of the Borrower	 	 	29	 
	
      SECTION 5.02.
	 	Financial Covenants of the Borrower	 	 	32	 
	
      SECTION 5.03.
	 	Negative Covenants of the Borrower	 	 	33	 
	
       
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	EVENTS OF DEFAULT
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 6.01.
	 	Events of Default	 	 	34	 
	
       
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 
	THE AGENT
	 	 	 	 
	
      SECTION 7.01.
	 	Authorization and Action	 	 	37	 
	
      SECTION 7.02.
	 	Agent’s Reliance, Etc	 	 	37	 
	
      SECTION 7.03.
	 	Citibank and Affiliates	 	 	38	 
	
      SECTION 7.04.
	 	Lender Credit Decision	 	 	38	 
	
      SECTION 7.05.
	 	Indemnification	 	 	38	 
	
      SECTION 7.06.
	 	Successor Agent	 	 	39	 
	
       
	 	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	
       
	 	 	 	 	 	 
	
      SECTION 8.01.
	 	Amendments, Etc	 	 	39	 
	
      SECTION 8.02.
	 	Notices, Etc	 	 	40	 
	
      SECTION 8.03.
	 	No Waiver; Remedies	 	 	40	 
	
      SECTION 8.04.
	 	Costs and Expenses; Indemnification	 	 	40	 
	
      SECTION 8.05.
	 	Right of Set-off	 	 	41	 
	
      SECTION 8.06.
	 	Binding Effect	 	 	42	 
	
      SECTION 8.07.
	 	Assignments and Participations	 	 	42	 
	
      SECTION 8.08.
	 	Governing Law	 	 	46	 
	
      SECTION 8.09.
	 	Consent to Jurisdiction; Waiver of Jury Trial	 	 	46	 
	
      SECTION 8.10.
	 	Severability	 	 	46	 
	
      SECTION 8.11.
	 	Entire Agreement	 	 	46	 
	
      SECTION 8.12.
	 	Execution in Counterparts	 	 	47	 



iii 



EXHIBITS


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




	 
	
      SCHEDULES





	 	 	 	 	 
	
      Schedule I 
	 	- 	 	List of Commitments and Lending Offices
	
      Schedule II 
	 	- 	 	Litigation



iv 



THREE-YEAR CREDIT AGREEMENT

     THREE-YEAR CREDIT AGREEMENT,
dated as of October 23, 2003, among OHIO EDISON COMPANY, an Ohio
corporation (the “Borrower”), the lenders (the
“Banks”) listed on the signature pages hereto and Citibank, N.A.
(“Citibank”), as Administrative Agent (the “Administrative
Agent”) for the Lenders hereunder.

PRELIMINARY STATEMENTS

     The Borrower
has requested that the Banks provide to the Borrower a $125,000,000 unsecured
revolving loan facility for general corporate purposes. The Lenders have
indicated their willingness to agree to lend such amount on the terms and
conditions of this Agreement.

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

ARTICLE I
DEFINITIONS AND
ACCOUNTING TERMS

     SECTION 1.01. Certain Defined
Terms.

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

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

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

     “Agreement” means this
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
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 2.06(a).





2

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

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

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


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	LEVEL 2	 	 	LEVEL 3	 	 	LEVEL 4	 	 	 	 
	 	 	 	 	 	 	 	 	 	Reference	 	 	Reference	 	 	Reference	 	 	 	 
	 	 	 	 	LEVEL 1	 	 	Ratings less	 	 	Ratings less	 	 	Ratings less	 	 	 	 
	 	 	 	 	Reference	 	 	than Level 1	 	 	than Level 2	 	 	than Level 3	 	 	LEVEL 5	 
	 	 	 	 	Ratings at least	 	 	but at least	 	 	but at least	 	 	but at least	 	 	Reference	 
	 	 	 	 	BBB+ by S&P	 	 	BBB by S&P	 	 	BBB- by S&P	 	 	BB+ by S&P	 	 	Ratings lower	 
	 	 	 	 	andBaa1 By	 	 	andBaa2 by	 	 	andBaa3 by	 	 	andBa1 by	 	 	than Level 4 or	 
	 	BASIS FOR PRICING	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	unrated.	 
	 	
      Applicable Margin
      for
Eurodollar Rate
Advances 
	 	 	 	0.725	%	 	 	 	0.825	%	 	 	 	1.125	%	 	 	 	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 Eurodollar Rate Advances” that corresponds to the Reference Ratings
Level used to determine such Applicable Margin and (y) the Applicable
Margin for Alternate Base Rate Advances shall be increased by the rate per
annum set forth above in the row captioned “Utilization Fee for Alternate
Base Rate Advances” that corresponds to the Reference Ratings Level used to
determine such Applicable Margin, in any case, during any period in which the
aggregate principal amount of Advances outstanding is greater than one-third of
the aggregate amount of the Commitments.

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





3

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

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

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

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

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

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

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

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

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

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





4

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

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

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

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

     “Eligible Assignee” means
(i) a commercial bank organized under the laws of the United States, or any
State thereof; (ii) a commercial bank organized under the laws of any other
country that is a member of the OECD or has concluded special lending
arrangements with the International Monetary Fund associated with its “General
Arrangements to Borrow”, or a political subdivision of any such country,
provided that such bank is acting through a branch or agency located in
the United States; (iii) a finance company, insurance company or other
financial institution or fund (whether a corporation, partnership or other
entity) engaged generally in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business; (iv) the central
bank of any country that is a member of the OECD; or (v) any Lender;
provided, however, that (A) any Person described in clause (i),
(ii), (iii) or (iv) above shall also (x) have outstanding
unsecured indebtedness that is rated A- or better by S&P or A3 or better by
Moody’s (or an equivalent rating by another nationally recognized credit rating
agency of similar standing if neither 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 2.14(d)), (C) any Person described in clause (i), (ii),
(iii) or (iv) above shall, in addition, be reasonably acceptable to
the Administrative Agent and (D) in no event shall the Borrower or any of
its Affiliates be Eligible Assignees; notwithstanding any of the foregoing,
after the occurrence of an Event of Default any commercial bank, finance
company, insurance company or other financial institution or fund (whether a
corporation, partnership or other entity) engaged generally in making,
purchasing or





5

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

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

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

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

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

     “Eurodollar Rate” means,
for the Interest Period for each Eurodollar Rate Advance made as part of the
same Borrowing, an interest rate per annum equal to the 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 Reference Bank 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 2.08.

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

     “Eurodollar Rate Reserve
Percentage” of any Lender for the Interest Period for any Eurodollar
Rate Advance means the reserve percentage applicable during such





6

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 Parent 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 Parent, the lenders party thereto and Citibank, as administrative
agent for such lenders.

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

     “Fee Letter” means that
certain letter agreement, dated September 23, 2003, among the Borrower, the
Parent, Citibank, Citigroup Global Markets Inc., Barclays Bank PLC and Barclays
Capital.

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

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

     “Fixed Charge Ratio”
means, with respect to any fiscal quarter, the ratio of (i) the sum of
(A) consolidated net income before extraordinary items of the Borrower and
its





7

Consolidated Subsidiaries
for the twelve-month period ended on the last day of such fiscal quarter,
plus (B) depreciation, amortization, dividends paid on preferred
stock of subsidiaries, interest expense, amounts paid on Trust Preferred
Securities, taxes and Federal income taxes deducted in determining such net
income, plus (C) the interest element of rental payments deducted in
determining such net income under operating lease obligations of the Borrower
and its Consolidated Subsidiaries during such 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.

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


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


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

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





8

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

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

     (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 four different
Interest Periods shall apply to outstanding Eurodollar Rate Advances on any date
of determination; and

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

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

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

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

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





9

     “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 2.16 in
the form of Exhibit A hereto.

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

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

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

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





10

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

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

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

     “Plan” means, at any
time, an employee pension benefit plan that is covered by Title IV of 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.

     “Reference Banks” means
Citibank, Barclays Bank PLC and Bank One, and any Lender designated as a
successor or replacement Reference Bank pursuant to Section 2.08(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).

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

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

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

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

     “Stranded Cost Securitization
Bonds” means any instruments, pass-through certificates, notes,
debentures, certificates of participation, bonds, certificates of beneficial
interest or other evidences of indebtedness or instruments evidencing a
beneficial interest which are secured by or otherwise payable from
non-bypassable cent





11

per kilowatt hour charges
authorized pursuant to such an order of a state commission regulating public
utilities to be applied and invoiced to customers of such utility. The charges
so applied and invoiced must be deducted and stated separately from the other
charges invoiced by such utility against its customers.

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

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

     “Termination Date” means
October 23, 2006 or the earlier date of termination in whole of the
Commitments pursuant to Section 2.04 or Section 6.01 hereof.

     “Termination Event” means
(i) a Reportable Event described in Section 4043 of ERISA and the
regulations issued thereunder (other than a Reportable Event not subject to the
provision for 30-day notice to the PBGC under such regulations), or
(ii) the withdrawal of any member of the Controlled Group from a Plan
during a plan year in which it was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent
to terminate a Plan or the treatment of a Plan amendment as a termination under
Section 4041 of ERISA, or (iv) the institution of proceedings to
terminate a Plan by the PBGC, or (v) any other event or condition that
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan.

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

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

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





12

     “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.

ARTICLE II
AMOUNTS AND TERMS
OF THE ADVANCES

SECTION 2.01. The Advances.

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





13

     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, 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





14

Federal Funds Rate. If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Lender’s Advance as part of such Borrowing for
purposes of this Agreement.

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

     SECTION 2.03. Fees.

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


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	LEVEL 2	 	 	LEVEL 3	 	 	LEVEL 4	 	 	 	 
	 	 	 	 	 	 	 	 	 	Reference	 	 	Reference	 	 	Reference	 	 	 	 
	 	 	 	 	LEVEL 1	 	 	Ratings Less	 	 	Ratings Less	 	 	Ratings Less	 	 	 	 
	 	 	 	 	Reference	 	 	Than Level 1	 	 	Than Level 2	 	 	Than Level 3	 	 	LEVEL 5	 
	 	 	 	 	Ratings at Least	 	 	but at Least	 	 	but at Least	 	 	but at Least	 	 	Reference	 
	 	 	 	 	BBB+ by S&P	 	 	BBB by S&P	 	 	BBB- by S&P	 	 	BB+ by S&P	 	 	Ratings Lower	 
	 	 	 	 	andBaa1 By	 	 	andBaa2 By	 	 	andBaa3 By	 	 	andBa1 By	 	 	Than Level 4 or	 
	 	BASIS FOR PRICING	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	Moody’s.	 	 	unrated.	 
	 	
      Facility Fee 
	 	 	 	0.150	%	 	 	 	0.175	%	 	 	 	0.250	%	 	 	 	0.500	%	 	 	 	0.625	%	 
	 



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

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

     SECTION 2.04. 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





15

Lenders; provided that each partial
reduction shall be in the aggregate amount of $5,000,000 or in an integral
multiple of $1,000,000 in excess thereof. Each such notice of termination or
reduction shall be irrevocable.

     SECTION 2.05. Repayment of
Advances.

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

     SECTION 2.06. Interest on
Advances.

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

     (a) Alternate Base Rate
Advances. If such Advance is an Alternate Base Rate Advance, a rate per
annum equal at all times to the Alternate Base Rate in effect from time to time
plus the Applicable Margin for such Alternate Base Rate Advance in effect
from time to time, payable quarterly in arrears on the last day of each March,
June, September and December, on the Termination Date and on the date such
Alternate Base Rate Advance shall be Converted or be paid in full and as
provided in Section 2.10;

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

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

     SECTION 2.07. Additional Interest
on Advances.

     The Borrower
agrees to pay to each Lender, so long as such Lender shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Lender, from the date of such Advance until
such principal amount is paid in full, at an interest rate per annum
equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such Advance from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period,
payable on each date on which interest is payable on such Advance;
provided,





16

that no Lender shall be entitled to demand
additional interest under this Section 2.07 more than 90 days following the
last day of the Interest Period in respect of which such demand is made;
provided further, however, that the foregoing proviso shall in no way
limit the right of any Lender to demand or receive such additional interest to
the extent that such additional interest relates to the retroactive application
by the Board of Governors of the Federal Reserve System of any regulation
described above if such demand is made within 90 days after the
implementation of such retroactive regulation. Such additional interest shall be
determined by such Lender and notified to the Borrower through the
Administrative Agent, and such determination shall be conclusive and binding for
all purposes, absent manifest error.

     SECTION 2.08. Interest Rate
Determination.

     (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 2.06(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 2.06(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





17

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.

     SECTION 2.09. Conversion of
Advances.

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

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

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





18

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 2.10.
Prepayments.

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

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

     SECTION 2.11. Increased
Costs.

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

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





19

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

     SECTION 2.12. Illegality.


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

     SECTION 2.13. Payments and
Computations.

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





20

of the information contained therein in
the Register pursuant to Section 8.07(d), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder and under any Note in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

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

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

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

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

     (f) Except as provided otherwise
in Section 2.06, any amount payable by the Borrower hereunder or under any
Note that is not paid when due (whether at stated maturity, by acceleration or
otherwise) shall (to the fullest extent permitted by law) bear interest from the
date





21

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 2.14. Taxes.

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

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

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

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





22

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

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

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

     SECTION 2.15. Sharing of
Payments, Etc.

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

     SECTION 2.16. Noteless Agreement;
Evidence of Indebtedness.

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





23

     (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

     SECTION 3.01. Conditions
Precedent to Initial Advances.

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

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

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

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

     (iii) A certificate of the Secretary or
an Assistant Secretary of the Borrower certifying (A) the names and true
signatures of the officers of the Borrower authorized to sign each Loan Document
to which the Borrower is, or is to become, a party and the other documents to be
delivered hereunder; (B) that attached thereto are true and correct





24

copies of the charter and
the Code of Regulations of the Borrower, in each case as in effect on such date;
and (C) that attached thereto are true and correct copies of all
governmental and regulatory authorizations and approvals required for the due
execution, 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) A certificate of an officer of the
Borrower certifying that the representations and warranties contained in
Section 4.01 hereof are true and correct on and as of such date and that no
event has occurred and is continuing that constitutes an Event of Default or
would constitute an Event of Default but for the requirement that notice be
given or time elapse or both;

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

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

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

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

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

     (c) All
amounts outstanding under the Existing Parent 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.

     (d) All
amounts outstanding under the Standby Bond Purchase Agreement, dated as of
August 1, 2003, among the Borrower, the purchasers party thereto and
Barclays Bank PLC, 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.





25

     (e) The
Administrative Agent shall have received evidence satisfactory to it of the
execution and delivery of the FirstEnergy Facilities.

     SECTION 3.02. Conditions
Precedent to Each Advance.

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

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

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

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

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

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

     SECTION 3.03. Conditions
Precedent to Conversions.

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

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

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





26

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

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

ARTICLE IV
REPRESENTATIONS
AND WARRANTIES

     SECTION 4.01. Representations and
Warranties of the Borrower.

     The Borrower
represents and warrants as follows:

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

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

     (c) No Violation, Etc.
Neither the execution, delivery or performance by it of this Agreement
or any other Loan Document to which it is, or is to become, a party, nor the
consummation by it of the transactions contemplated hereby or thereby, nor
compliance by it with the provisions hereof or thereof, conflicts or will
conflict with, or results or will result in a breach or contravention of any of
the provisions of its charter or Code of Regulations or any Applicable Law, or
any indenture, mortgage, lease or any other agreement or instrument to which it
or any of its Affiliates is party or by which its property or the property of
any of its Affiliates is bound, or results or will result in the creation or
imposition of any Lien upon any of its property or the property of any of its
Affiliates except as provided herein. There is no provision of its charter or
Code of Regulations, or any Applicable Law, or any such indenture, mortgage,
lease or other agreement or instrument that materially adversely affects, or in
the future is likely (so far as it can now foresee) to materially adversely
affect, its business, operations, affairs, condition, properties or assets or
its ability to perform its obligations under this Agreement or any other Loan
Document to which it is, or is to become, a party. Each of the Borrower and its
Subsidiaries is in compliance with all laws (including, without limitation,
ERISA and Environmental Laws), regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and
other instruments binding upon





27

it or its property, except where the
failure to do so, individually or in the aggregate, has not had and could not
reasonably be expected to have a material adverse effect on (i) the
business, assets, operations, condition (financial or otherwise) or prospects of
the Borrower and its Subsidiaries taken as a whole, or (ii) the legality,
validity or enforceability of any of the Loan Documents or the rights, remedies
and benefits available to the parties thereunder or the ability of the Borrower
to perform its obligations under the Loan Documents.

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

     (e) Execution and
Delivery. This Agreement and the other Loan Documents to which it is, or
is to become, a party have been or will be (as the case may be) duly executed
and delivered by it, and this Agreement is and upon execution and delivery
thereof each other Loan 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 Lender), there is no pending or
threatened action or proceeding (including, without limitation, any proceeding
relating to or arising out of Environmental Laws) affecting it or any of its
Subsidiaries before any court, governmental agency or arbitrator, that has a
reasonable possibility of having a material adverse effect on the business,
condition (financial or otherwise), results of operations or prospects of it and
its consolidated subsidiaries, taken as a whole, or on the ability of the
Borrower to perform its obligations under this Agreement or any other Loan
Document, 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 six months then ended, copies of each
of which have been furnished to each Lender, 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 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





28

Current Reports on Form 8-K filed in 2003
prior to the date hereof (copies of which have been furnished to each Lender),
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 Lenders, is complete and accurate and fairly
presents the funding status of such Plan, and since the date of such
Schedule B there has been no material adverse change in such funding
status.

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

     (i) Taxes. It and
each of its Subsidiaries has filed all tax returns (federal, state and local)
required to be filed and paid all taxes shown thereon to be due, including
interest and penalties, or provided adequate reserves for payment thereof other
than such taxes that the Borrower or such Subsidiary is contesting in good faith
by appropriate legal proceedings.

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

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

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

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

     (n) Solvency.
(i) The fair saleable value of its assets will exceed the amount that will
be required to be paid on or in respect of the probable liability on its
existing debts and other





29

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

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

ARTICLE V
COVENANTS OF THE
BORROWER

     SECTION 5.01. Affirmative
Covenants of the Borrower.

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

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

     (b) Compliance with Laws,
Etc. Comply, and cause each of its Subsidiaries to comply, in all
material respects with all applicable laws, rules, regulations, and orders of
any Governmental Authority, the noncompliance with which would materially and
adversely affect the business or condition of the Borrower and its Subsidiaries,
taken as a whole, such compliance to include, without limitation, compliance
with Environmental Laws and ERISA and paying before the same become delinquent
all material taxes, assessments and governmental charges





30

imposed upon it or upon its property,
except to the extent compliance with any of the foregoing is then being
contested in good faith by appropriate legal proceedings.

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

     (d) Inspection
Rights. At any reasonable time and from time to time as the
Administrative Agent or any Lender may reasonably request, permit the
Administrative Agent or such Lender or any agents or representatives thereof to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Borrower and any of its Subsidiaries, and
to discuss the affairs, finances and accounts of the Borrower and any of its
Subsidiaries with any of their respective officers or directors; provided,
however, that the Borrower reserves the right to restrict access to any of
its Subsidiaries’ generating facilities in accordance with reasonably adopted
procedures relating to safety and security. The Administrative Agent and each
Lender agree to use reasonable efforts to ensure that any information concerning
the Borrower or any of its Subsidiaries obtained by the Administrative Agent or
such Lender pursuant to this subsection (d) or subsection (g) that is
not contained in a report or other document filed with the SEC, distributed by
the Borrower to its security holders or otherwise generally available to the
public, will, to the extent permitted by law and except as may be required by
valid subpoena or in the normal course of the Administrative Agent’s or such
Lender’s business operations be treated confidentially by the Administrative
Agent, or such Lender, as the case may be, and will not be distributed or
otherwise made available by the Administrative Agent or such Lender, as the case
may be, to any Person, other than the Administrative Agent’s or such Lender’s
employees, authorized agents or representatives (including, without limitation,
attorneys and accountants). Notwithstanding anything herein to the contrary, any
party to this Agreement (and any employee, representative or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated hereunder and
all materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure. However, no
party shall disclose any information relating to such tax treatment or tax
structure to the extent nondisclosure is necessary in order to comply with
applicable securities laws.

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

     (f) Maintenance of
Properties. Maintain and preserve, and cause each of its Subsidiaries to
maintain and preserve, all of its properties that are used or that are useful in
the conduct of its business in good working order and condition, ordinary wear
and tear excepted, it being understood that this covenant relates only to the
good working order and condition of such





31

properties and shall not be construed as a
covenant of the Borrower or any of its Subsidiaries not to dispose of such
properties by sale, lease, transfer or otherwise.

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

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

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

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

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





32

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

     SECTION 5.02. Financial Covenants
of the Borrower.

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

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





33

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

     SECTION 5.03. Negative Covenants
of the Borrower.

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

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

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





34

securing Stranded Cost Securitization
Bonds, (vii) 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 the Borrower and (viii) 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 (vii); provided, however, that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement, as the case may be, shall be
limited to all or a part of the property or Indebtedness that secured the Lien
so extended, renewed or replaced (and any improvements on such property).

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

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

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

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

ARTICLE VI
EVENTS OF
DEFAULT

     SECTION 6.01. Events of
Default.

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

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





35

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

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

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

     (e) The
Borrower or any Significant Subsidiary shall fail to pay any principal of or
premium or interest on any Indebtedness (other than Indebtedness under this
Agreement) that is outstanding in a principal amount in excess of $20,000,000 in
the aggregate when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such
failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Indebtedness; or any other event
shall occur or condition shall exist under any agreement or instrument relating
to any such Indebtedness and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event
or condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

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





36

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

then, and in any such event, the
Administrative Agent shall at the request, or may with the consent, of the
Majority Lenders, (i) by notice to the Borrower, declare the obligation of
each Lender to make Advances, to be terminated, whereupon the same shall
forthwith terminate and (ii) by notice to the Borrower, declare the
Advances and all other amounts payable under this Agreement and the other Loan
Documents to be forthwith due and payable, whereupon the Advances and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly






37

waived by the Borrower; provided,
however, that in the event of an actual or deemed entry of an order for
relief with respect to the Borrower or any Significant Subsidiary under the
Bankruptcy Code, (A) the obligation of each Lender to make Advances, shall
automatically be terminated and (B) all Advances and all other amounts payable
under this Agreement shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.

ARTICLE VII
THE AGENT

     SECTION 7.01. Authorization and
Action.

     Each Lender
hereby appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders; provided, however, that
the Administrative Agent shall not be required to take any action which exposes
the Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by the Borrower pursuant to the
terms of this Agreement and to promptly forward to each Lender the financial
statements delivered to the Administrative Agent pursuant to Section 5.01(g).

     SECTION 7.02. Agent’s Reliance,
Etc.

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





38

responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents or any other instrument or document furnished pursuant
thereto; and (vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier, telegram or cable) believed by it in good
faith to be genuine and signed or sent by the proper party or parties.

     SECTION 7.03. Citibank and
Affiliates.

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

     SECTION 7.04. Lender Credit
Decision.

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

     SECTION 7.05.
Indemnification.

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





39

     SECTION 7.06. Successor
Agent.

     The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower and may be removed at any time with or without
cause by the Majority Lenders. Upon any such resignation or removal, the
Majority Lenders shall have the right, with the prior written consent of the
Borrower (unless an Event of Default or an event that, with the giving of notice
or the passage of time, or both, would constitute an Event of Default has
occurred and is continuing), which consent shall not be unreasonably withheld or
delayed, to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation or the Majority Lenders’
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lenders, appoint a successor Administrative Agent,
which shall be a commercial bank described in clause (i) or (ii) of
the definition of “Eligible Assignee” and having a combined capital and surplus
of at least $250,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.
Notwithstanding the foregoing, if no Event of Default, and no event that with
the giving of notice or the passage of time, or both, would constitute an Event
of Default, shall have occurred and be continuing, then no successor
Administrative Agent shall be appointed under this Section 7.06 without the
prior written consent of the Borrower, which consent shall not be unreasonably
withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

     SECTION 8.01. Amendments,
Etc.

     No amendment
or waiver of any provision of this Agreement or any Note, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the Lenders, do any
of the following: (a) waive any of the conditions specified in
Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce
the principal of, or interest on, the Advances or any fees or other amounts
payable hereunder, (d) postpone any date fixed for any payment of principal of,
or interest on, the Advances or any fees or other amounts payable hereunder,
(e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Advances, or the number of Lenders, that shall be
required for the Lenders or any of them to take any action hereunder or
(f) amend this Section 8.01; and provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required





40

above to take such action, affect the
rights or duties of the Administrative Agent under this Agreement; and
provided, further, that this Agreement may be amended and restated
without the consent of any Lender or the Administrative Agent if, upon giving
effect to such amendment and restatement, such Lender or the Administrative
Agent, as the case may be, shall no longer be a party to this Agreement (as so
amended and restated) or have any Commitment or other obligation hereunder and
shall have been paid in full all amounts payable hereunder to such Lender or the
Administrative Agent, as the case may be.

     SECTION 8.02. Notices,
Etc.

     Unless
specifically provided otherwise in this Agreement, all notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or cable communication) and mailed, telecopied, telegraphed, cabled
or delivered, if to the Borrower, at its address at 76 South Main Street, Akron,
Ohio 44308, Attention: Treasurer, Telecopy: (330) 384-3772; if to any Bank,
at its Domestic Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender; if to the
Administrative Agent, at its address at Two Penns Way, Suite 200, New
Castle, Delaware 19720, Attention: Bank Loan Syndications; or, as to each party,
at such other address as shall be designated by such party in a written notice
to the other parties. All such notices and communications shall, when mailed,
telecopied, telegraphed, telexed or cabled, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or delivered to the cable
company, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II or VII shall not be effective
until received by the Administrative Agent (as the case may be).

     SECTION 8.03. No Waiver;
Remedies.

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

     SECTION 8.04. Costs and Expenses;
Indemnification.

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





41

documents to be delivered hereunder,
including, without limitation, counsel fees and expenses in connection with the
enforcement of rights under this Section 8.04(a).

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

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

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

     SECTION 8.05. Right of
Set-off.

     Upon the
occurrence and during the continuance of any Event of Default each Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set





42

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

     SECTION 8.06. Binding
Effect.

     This
Agreement shall become effective when it shall have been executed by the
Borrower and the Administrative Agent and when the Administrative Agent shall
have been notified by each Bank that such Bank has executed it and thereafter
shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and each Lender and their respective successors and
permitted assigns, except that the Borrower shall not have the right to assign
its rights or obligations hereunder or any interest herein without the prior
written consent of the Lenders.

     SECTION 8.07. Assignments and
Participations.

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





43

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

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

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





44

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

     (f) Any
Lender may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 8.07, disclose to the
assignee or participant or proposed assignee or participant, any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided, that prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the
confidentiality of any confidential information relating to the Borrower
received by it from such Lender.

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

     (h) If
any Lender shall make demand for payment under Section 2.11(a), 2.11(b) or
2.12, or shall deliver any notice to the Administrative Agent pursuant to
Section 2.12 resulting in the suspension of certain obligations of the
Lenders with respect to Eurodollar Rate Advances, then, within 30 days of
such demand (if, and only if, such payment demanded under Section 2.11(a),
2.11(b) or 2.12, as the case may be, shall have been made by the Borrower) or
such notice (if such suspension is still in effect), as the case may be, the
Borrower may demand that such Lender assign in accordance with this
Section 8.07 to one or more Eligible Assignees designated by the Borrower
all (but not less than all) of such Lender’s Commitment and the Advances owing
to it within the next 15 days. If any such Eligible Assignee designated by
the Borrower shall fail to consummate such assignment on terms acceptable to
such Lender, or if the Borrower shall fail to designate any such Eligible
Assignee for all of such Lender’s Commitment or Advances, then such Lender may
assign such Commitment and Advances to any other Eligible Assignee in accordance
with this Section 8.07 during such 15-day period; it being understood for
purposes of this Section 8.07(h) that such assignment shall be conclusively
deemed to be on





45

terms acceptable to such Lender, and such
Lender shall be compelled to consummate such assignment to an Eligible Assignee
designated by the Borrower, if such Eligible Assignee shall agree to such
assignment in substantially the form of Exhibit C hereto and shall offer
compensation to such Lender in an amount equal to the sum of the principal
amount of all Advances outstanding to such Lender plus all interest accrued
thereon to the date of such payment plus all other amounts payable by the
Borrower to such Lender hereunder (whether or not then due) as of the date of
such payment accrued in favor of such Lender hereunder.

     (i) Notwithstanding anything to
the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle (an “SPC”) of such
Granting Lender identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Advance that such Granting Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by
any such SPC to make any Advance, (ii) if such SPC elects not to exercise
such option or otherwise fails to provide all or any part of such Advance, the
Granting Lender shall be obligated to make such Advance pursuant to the terms
hereof and (iii) no SPC or Granting Lender shall be entitled to receive any
greater amount pursuant to Section 2.08 or 2.12 than the Granting Lender
would have been entitled to receive had the Granting Lender not otherwise
granted such SPC the option to provide any Advance to the Borrower. The making
of an Advance by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Advance were made by such Granting
Lender. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender
would otherwise be liable so long as, and to the extent that, the related
Granting Lender provides such indemnity or makes such payment. In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against or join any other
person in instituting against such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. Notwithstanding the foregoing, the Granting Lender
unconditionally agrees to indemnify the Borrower, the Administrative Agent and
each Lender against all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be incurred by or asserted against the Borrower, the
Administrative Agent or such Lender, as the case may be, in any way relating to
or arising as a consequence of any such forbearance or delay in the initiation
of any such proceeding against its SPC. Each party hereto hereby acknowledges
and agrees that no SPC shall have the rights of a Lender hereunder, such rights
being retained by the applicable Granting Lender. Accordingly, and without
limiting the foregoing, each party hereby further acknowledges and agrees that
no SPC shall have any voting rights hereunder and that the voting rights
attributable to any Advance made by an SPC shall be exercised only by the
relevant Granting Lender and that each Granting Lender shall serve as the
administrative agent and attorney-in-fact for its SPC and shall on behalf of its
SPC receive any and all payments made for the benefit of such SPC and take all
actions hereunder to the extent, if any, such SPC shall have any rights
hereunder. In addition, notwithstanding anything to the contrary contained in
this Agreement any SPC may, with notice to, but without the prior written
consent of, any other party hereto, assign all or a portion of its





46

interest in any Advances to the Granting
Lender. This Section may not be amended without the prior written consent of
each Granting Lender, all or any part of whose Advance is being funded by an SPC
at the time of such amendment.

     SECTION 8.08. Governing
Law.

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

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

     (a) To
the fullest extent permitted by law, the Borrower hereby irrevocably
(i) submits to the non-exclusive jurisdiction of any New York State or
Federal court sitting in New York City and any appellate court from any thereof
in any action or proceeding arising out of or relating to this Agreement, any
other Loan Document, and (ii) agrees that all claims in respect of such
action or proceeding may be heard and determined in such New York State court or
in such Federal court. The Borrower hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding. The Borrower also irrevocably consents, to the
fullest extent permitted by law, to the service of any and all process in any
such action or proceeding by the mailing by certified mail of copies of such
process to the Borrower at its address specified in Section 8.02. The
Borrower agrees, to the fullest extent permitted by law, that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

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

     SECTION 8.10.
Severability.

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

     SECTION 8.11. Entire
Agreement.

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





47

     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.
	 	 	 	 	 
	 	OHIO EDISON COMPANY
 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


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



SIGNATURE PAGE TO OHIO EDISON 3-YEAR
CREDIT AGREEMENT





S-2
	 	 	 	 	 
	 	Banks

CITIBANK,
    N.A.
 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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S-3
	 	 	 	 	 
	 	BARCLAYS BANK PLC
 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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



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



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



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S-7
	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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



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S-9
	 	 	 	 	 
	 	MORGAN STANLEY BANK
 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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



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


	 	 	 	 	 
	 	 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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S-12
	 	 	 	 	 
	 	FLEET NATIONAL BANK
 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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



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



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S-15
	 	 	 	 	 
	 	NATIONAL CITY BANK
 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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S-16
	 	 	 	 	 
	 	JPMORGAN CHASE BANK
 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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



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



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



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S-20
	 	 	 	 	 
	 	LASALLE BANK
 	 
	 	By  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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SCHEDULE I

List of Commitments and Lending
Offices


	 	 	 	 	 	 	 	 	 
	Lender	 	Allocation	 	Domestic
      Lending Office	 	Eurodollar
      Lending Office
	
      Barclays Bank PLC

	 	$	12,062,500.00	 	 	Barclays Bank PLC
200 Park Avenue
New
      York, NY 10166 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Citibank, N.A. 
	 	$	12,062,500.00	 	 	One Court Square
7th floor, Zone
      2
Long Island City, NY 11120
	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Bank One, NA 
	 	$	10,987,500.00	 	 	1 Bank One Plaza
      
Suite IL1-0010
Chicago, IL 60670
Attn: Brenda De Los Reyes
    	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Wachovia Bank,
      National
Association 
	 	$	10,987,500.00	 	 	301 South College Street
5th
      Floor
One Wachovia Center
Charlotte, NC 28288-0251 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      JPMorgan Chase Bank
    
	 	$	10,987,500.00	 	 	1 Chase Manhattan Plaza
New York, NY 10081
	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      The Bank of New York
    
	 	$	7,500,000.00	 	 	One Wall Street
New York, NY 10286 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      KeyBank National
      Association 
	 	$	7,500,000.00	 	 	127 Public Square
Cleveland, OH 44114 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Morgan Stanley Bank
    
	 	$	10,000,000.00	 	 	1633 Broadway — 25th Floor 
New
      York, NY 10019 
Attn: James Morgan 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      The Royal Bank of Scotland
      plc 
	 	$	5,625,000.00	 	 	101 Park Avenue
New York, NY 10178 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Fleet National Bank
    
	 	$	4,162,500.00	 	 	100 Federal Street
Boston, MA 02110 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Union Bank of California,
      N.A. 
	 	$	3,125,000.00	 	 	445 South Figueroa St. 
15th Floor
      
Los Angeles, CA 90071 	 	Same as
Domestic



SCHEDULE I TO OHIO EDISON 3-YEAR CREDIT
AGREEMENT





2


	 	 	 	 	 	 	 	 	 
	Lender	 	Allocation	 	Domestic
      Lending Office	 	Eurodollar
      Lending Office
	
      The Bank of Nova Scotia
      
	 	$	3,125,000.00	 	 	The Bank of Nova Scotia, 
New York Agency
      
One Liberty Plaza 
New York, NY 10006 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      National City Bank
    
	 	$	3,125,000.00	 	 	One Cascade Plaza
Akron, OH 44308 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      U.S. Bank National
      Association 
	 	$	3,125,000.00	 	 	U.S. Bank Tower 
425 Walnut Street 
ML
      CNOHW8 
Cincinnati, OH 45201 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Credit Suisse First Boston
      
	 	$	5,625,000.00	 	 	One Madison Avenue
New York, NY 10010 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      UBS Loan Finance LLC
    
	 	$	5,625,000.00	 	 	677 Washington Boulevard
6th Floor
      South
Stamford, CT 06901 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      LaSalle Bank 
	 	$	3,125,000.00	 	 	135 S. LaSalle Street 
Suite 1425
      
Chicago, IL 60603 	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      First Commercial
      Bank
Los Angeles Branch 
	 	$	3,125,000.00	 	 	515 South Flower
      Street
Suite 1050
Los Angeles, CA 90071
	 	Same as Domestic
	
       
	 	 	 	 	 	 	 	 
	
      Lehman Commercial Paper
      Inc. 
	 	$	3,125,000.00	 	 	745 7th Avenue, 16th
      Floor
New York, NY 10019
Attn: Marie Cowell 	 	Same as
Domestic



SCHEDULE I TO OHIO EDISON 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
service area of FirstEnergy Corp. (“FirstEnergy”), the parent company of the
Borrower. The causes of the outage have not yet been determined, although
various industry, media and other reports initially alleged that the outage
began in FirstEnergy’s system. More recent reports point to a wide range of
contributing factors. FirstEnergy 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. FirstEnergy 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 FirstEnergy 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 FirstEnergy, its
Board of Directors and certain of its executive officers alleging that
FirstEnergy 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, FirstEnergy has been served
with a derivative complaint filed by an individual shareholder on behalf of
other shareholders against FirstEnergy and its Board of Directors, alleging a
series of breaches of fiduciary duties by the directors and certain officers of
FirstEnergy 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 actions
may be instituted against FirstEnergy or 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 subsidiaries
of FirstEnergy, including the Borrower, failed to provide reasonable and
adequate service under applicable Ohio law. The

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2

complaint seeks the authorization for
another electric supplier to furnish electric service within the Ohio-based
franchise territory of those subsidiaries. The other PUCO matter relates to a
private advocacy group seeking to intervene in the first proceeding.

SCHEDULE II TO OHIO EDISON 3-YEAR CREDIT
AGREEMENT