Unassociated Document

SUPPLEMENTAL LETTER OF CREDIT AGREEMENT

Dated as of December 5, 2006

FIRSTENERGY CORP.

FIRSTENERGY GENERATION CORP.

BARCLAYS BANK PLC,

acting through its New York Branch,

as Fronting Bank

OHIO AIR QUALITY DEVELOPMENT AUTHORITY

STATE OF OHIO POLLUTION CONTROL

REVENUE REFUNDING BONDS SERIES 2006-A

(FirstEnergy Generation Corp. Project)

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TABLE OF CONTENTS

PRELIMINARY STATEMENTS		1

	ARTICLE I

	DEFINITIONS

SECTION 1.01	Certain Defined Terms.	2
SECTION 1.02	Computation of Time Periods.	11
SECTION 1.03	Accounting Terms.	11
SECTION 1.04	Certain References.	11

ARTICLE II
AMOUNTS AND TERMS OF THE LETTER OF CREDIT

SECTION 2.01	The Letter of Credit	11
SECTION 2.02	Repayments and Prepayments	12
SECTION 2.03	Source of Funds	12

ARTICLE III
CONDITIONS OF PRECEDENT

SECTION 3.01	Conditions Precedent to Issuance of the Letter of Credit.	12
SECTION 3.02	Additional Conditions Precedent to Issuance of the Letter of Credit and Amendment of the Letter of Credit	14

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01	Representations and Warranties of FirstEnergy	15
SECTION 4.02	Representations and Warranties of the Company	17

	ARTICLE V
	COVENANTS

SECTION 5.01	Affirmative Covenants of the Company	22
SECTION 5.02	Negative Covenants of the Company	25
SECTION 5.03	Financial Covent of the Company	29


	ARTICLE VI
	EVENTS OF DEFAULT

SECTION 6.01	Events of Default	30
SECTION 6.02	Upon an Event of Default	32

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TABLE OF CONTENTS (CONTINUED)

ARTICLE XII
MISCELLANEOUS

SECTION 7.01	Amendments, Etc.	33
SECTION 7.02	Notices, Etc.	33
SECTION 7.03	No Waiver; Remedies	34
SECTION 7.04	Set-off	34
SECTION 7.05	Indemnification	34
SECTION 7.06	Liability of the Fronting Bank	35
SECTION 7.07	Costs, Expenses and Taxes	36
SECTION 7.08	Binding Effect	36
SECTION 7.09	Assignments and Participation	36
SECTION 7.10	Severability	37
SECTION 7.11	GOVERNING LAW	37
SECTION 7.12	Headings	37
SECTION 7.13	Submission to Jurisdiction; Waivers	37
SECTION 7.14	Acknowledgments	38
SECTION 7.15	WAIVERS OF JURY TRIAL	38
SECTION 7.16	Execution in Counterparts	38
SECTION 7.17	“Reimbursement Agreement” for Purposes of Indenture	38
SECTION 7.18	USA PATRIOT Act	38

ARTICLE XIII
GUARANTY

SECTION 8.01	Guaranty; Limitation of Liability	39
SECTION 8.02	Guaranty Absolute	40
SECTION 8.03	Waivers and Acknowledgments	41
SECTION 8.04	Subrogation	42
SECTION 8.05	Subordination	42

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EXHIBITS
Exhibit A	-	Form of Letter of Credit
Exhibit B	-	Form of Custodian Agreement
Exhibit C	-	Form of Opinion of Gary D. Benz, Esq., Counsel to FirstEnergy and the Company
Exhibit D	-	Form of Opinion of Akin Gump Strauss Hauer & Feld LLP, special New York counsel to FirstEnergy and the Company
Exhibit E	-	Form of Opinions of Sidley Austin LLP, special New York counsel to the Fronting Bank
Exhibit F	-	Form of Opinion of Lovells, special English counsel to the Fronting Bank

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SUPPLEMENTAL LETTER OF CREDIT AGREEMENT

SUPPLEMENTAL LETTER OF CREDIT AGREEMENT, dated as of December 5, 2006 among:

(i)

FIRSTENERGY CORP., an Ohio corporation (“FirstEnergy”); and

(ii)

FIRSTENERGY GENERATION CORP., an Ohio corporation (the “Company”); and

(iii)

BARCLAYS BANK PLC, a banking corporation organized under the laws of England and Wales, acting through its New York Branch (the “Bank”), as Fronting Bank (in such capacity, together with its successors and permitted assigns in such capacities, respectively, the “Fronting Bank”).

PRELIMINARY STATEMENTS

(1) The Ohio Air Quality Development Authority (the “Issuer”) has caused to be issued, sold and delivered, pursuant to a Trust Indenture, dated as of December 1, 2006 (as amended from time to time in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (such entity, or its successor as trustee, being the “Trustee”), $234,520,000 original aggregate principal amount of State of Ohio Pollution Control Revenue Refunding Bonds, Series 2006-A (FirstEnergy Generation Corp. Project) (the “Bonds”) to various purchasers.

(2) FirstEnergy has requested that the Fronting Bank issue and the Fronting Bank agrees to issue, on the terms and conditions set forth in this Agreement and the Credit Agreement (as hereinafter defined), its Irrevocable Transferable Letter of Credit No. SB-01054, to be dated on or before December 5, 2006, in favor of the Trustee in the stated amount of $236,833,074, a form of which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be extended or amended pursuant to the terms of the Credit Agreement, the “Letter of Credit”), of which (i) $234,520,000 shall support the payment of principal of the Bonds, and (ii) $2,313,074 shall support the payment of up to 36 days’ interest on the principal amount of the Bonds computed at a maximum rate of 10.0% per annum (calculated on the basis of a year of 365 days for the actual days elapsed).

(3) FirstEnergy desires that the Letter of Credit be a “Letter of Credit” issued pursuant to the Credit Agreement.

(4) Section 2.04(b) of the Credit Agreement provides that the amount, terms and conditions of each “Letter of Credit” issued under the Credit Agreement shall be subject to approval by the applicable Fronting Bank and FirstEnergy (as defined in the Credit Agreement).

(5) The Fronting Bank and FirstEnergy agree that the Letter of Credit be issued in the amount and under the terms and conditions set forth herein and in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Fronting Bank to issue the Letter of Credit as provided herein, the parties hereto agree as follows:

SECTION 1.01. Certain Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Credit Agreement or the Indenture. 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):

“Advances” has the meaning assigned to that term in the Credit Agreement.

“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 Supplemental Letter of Credit Agreement as it may be amended, supplemented or otherwise modified in accordance with the terms hereof at any time and from time to time.

“Applicable Booking Office” means, with respect to the Fronting Bank, the office of the Fronting Bank specified as such opposite its name on Schedule I hereto or the office of an assignee in an Assignment and Acceptance relating to the Letter of Credit, or such other office of the Fronting Bank or such assignee may from time to time specify to FirstEnergy and the Company.

“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 (including, without limitation, those pertaining to health, safety, the environment or otherwise).

“Assignment and Acceptance” has the meaning assigned to that term in the Credit Agreement.

“Available Amount” in effect at any time means the maximum amount available to be drawn at such time under the Letter of Credit, the determination of such maximum amount to assume compliance with all conditions for drawing and no reduction for any amount drawn by the Trustee in order to make a regularly scheduled payment of interest on the Bonds (unless such amount is not reinstated under the Letter of Credit).

“Bankruptcy Code” means Title 11 of the United States Code, as now constituted or hereafter amended.

“Bankruptcy Law” has the meaning assigned to that term in Section 8.01(a).

“Beneficiary” has the meaning assigned to that term in Section 8.01(a).

“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.

“Business Day” means any day other than (i) a Saturday or Sunday or legal holiday or day on which banking institutions in the city or cities in which the “Designated Office” (as defined in the Indenture) of the Trustee, the Tender Agent or the Paying Agent or the office of the Fronting Bank which will honor draws upon the Letter of Credit, are located are authorized by law or executive order to close or (ii) a day on which the New York Stock Exchange, FirstEnergy, the Company or the Remarketing Agent is closed.

“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.

“Capital Lease” means any lease which is capitalized on the books of the lessee in accordance with GAAP, consistently applied. The term “Capital Lease” shall not include any operating leases that, under GAAP, are not so capitalized.

“Cash and Cash Equivalents” means (i) cash on hand; (ii) demand deposits maintained in the United States or any other country with any commercial bank, trust company, savings and loan association, savings bank or other financial institution; (iii) time deposits maintained in the United States or any other country with, or certificates of deposit having a maturity of one year or less issued by, any commercial bank, securities dealer, trust company, savings and loan association, savings bank or other financial institution; (iv) direct obligations of, or unconditionally guaranteed by, the United States or any agency thereof and having a maturity of one year or less; and (v) commercial paper having a maturity of one year or less.

“Change in Control (Company)” means the occurrence of either of the following: (i) any entity, person (within the meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), which theretofore was beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of less than 20% of the Company’s then outstanding common stock either (x) acquires shares of common stock of the Company in a transaction or series of transactions that results in such entity, person or group directly or indirectly owning beneficially 20% or more of the outstanding common stock of the Company, other than solely as a result of such entity, person or group having acquired beneficial ownership of 20% or more of the outstanding common stock of FirstEnergy, or (y) acquires, by proxy or otherwise, the right to vote for the election of directors, for any merger, combination or consolidation of the Company or any of its direct or indirect subsidiaries, or, for any other matter or question, more than 20% of the then outstanding voting securities of the Company; or (ii) at any time prior to the Cancellation Date when FirstEnergy is not the sole legal and beneficial owner, directly or indirectly, of the outstanding capital stock of the Company, the election or appointment of persons to the Company’s board of directors who were not directors of the Company on the date hereof, and whose election or appointment was not approved by a majority of those persons who were directors at the beginning of such period, where such newly elected or appointed directors constitute 20% or more of the directors of the board of directors of the Company.

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

“Company” has the meaning assigned to that term in the preamble hereto.

“Consolidated Debt” means, at any date of determination, the aggregate Debt of the Company and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include (i) Nonrecourse Debt of the Company and any of its Subsidiaries, (ii) the aggregate principal amount of Trust Preferred Securities of the Company 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 Company or any of its Consolidated Subsidiaries is liable as a lessee, and (iv) the aggregate principal amount of Stranded Cost Securitization Bonds of the Company and its Consolidated Subsidiaries.

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

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

“Conversion Date” means the effective date for conversion to an Interest Rate Mode for an Interest Period ending on the maturity date of the Bonds as such date is specified in the certificate of the Trustee in the form of Exhibit 6 to the Letter of Credit.

“Credit Agreement” means that certain Credit Agreement, dated as of August 24, 2006, among FirstEnergy and certain other borrowers, certain banks, Citibank, N.A., as Administrative Agent, Barclays Bank PLC, acting through its New York Branch, as a Fronting Bank and certain other Fronting Banks, and the Swing Line Lenders named therein, as it may be amended, supplemented or otherwise modified in accordance with the terms thereof at any time and from time to time.

“Credit Documents” means this Agreement, the Credit Agreement and any and all other instruments and documents (including, without limitation, any fee letter) executed and delivered in connection with any of the foregoing.

“Credit Party” means each of FirstEnergy and the Company.

“Custodian” means The Bank of New York Trust Company, N.A., in its capacity as Custodian under the Custodian Agreement, together with its successors and assigns in such capacity.

“Custodian Agreement” means the Custodian and Pledge Agreement of even date herewith among FirstEnergy, the Fronting Bank and the Custodian, substantially in the form of Exhibit B attached hereto.

“Date of Issuance” means the date of issuance of the Letter of Credit.

“Debt” 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 Debt of others secured by a Lien on any asset of such Person, whether or not such Debt 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.

“Debt to Capitalization Ratio” means the ratio of Consolidated Debt of the Company to Total Capitalization of the Company.

“Default” means any event or condition that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Disclosure Documents” means FirstEnergy’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2005, FirstEnergy’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange commission for the quarters ended March 31, 2006, June 30, 2006, and September 30, 2006 and FirstEnergy’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on or before December 4, 2006.

“Drawing” has the meaning assigned to that term in the Credit Agreement.

“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, as amended from time to time.

“Event of Default” has the meaning assigned to that term in Section 6.01.

“First Mortgage Bond Indenture” means, an indenture or similar instrument pursuant to which the Company may issue bonds, notes or similar instruments secured by a lien on all or substantially all of its Fixed Assets.

“First Mortgage Bonds” means first mortgage bonds at any time issued by the Company pursuant to a First Mortgage Bond Indenture.

“FirstEnergy” has the meaning assigned to that term in the preamble hereto.

“Fixed Assets” means, with respect to any Person, at any time, total net plant, including construction work in progress, as reported by such Person on its most recent consolidated balance sheet.

“Fronting Bank” has the meaning assigned to that term in the preamble hereto.

“Fronting Bank Fee Letter” has the meaning assigned to that term in the Credit Agreement.

“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 Credit Document or any Related Documents or have a material adverse effect on the transactions contemplated by any Credit Document or any Related Document.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other monetary obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including in any event any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor as to enable the primary obligor to pay such Debt or other obligation or (iv) as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guaranteed” has a meaning correlative thereto.

“Guaranteed Obligations” has the meaning assigned to that term in Section 8.01(a).

“Guaranty” has the meaning assigned to that term in Section 8.01(a).

“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.

“Interest Period” has the meaning assigned to that term in the Indenture.

“Interest Rate Mode” has the meaning assigned to that term in the Indenture.

“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.

“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements hereto.

“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 and the other Credit Documents, 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 Agreement” has the meaning assigned to the term “Agreement” in the Indenture.

“Material Adverse Effect” means, with respect to any Person, a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of such Person and its Subsidiaries taken as a whole, (b) the ability of such Person to perform its obligations under any Credit Document, the Credit Agreement or any Related Document or (c) the validity or enforceability of any Credit Document, the Credit Agreement or any Related Document or the rights or remedies of the Fronting Bank hereunder or thereunder.

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

(i) recourse to the named obligor with respect to such Debt (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 Debt 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 Debt, 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.

“Notes” means any bonds, notes or similar instruments (unsecured other than by First Mortgage Bonds) issued by the Company in exchange for cash in any publicly-registered offering, private placement, or other offering exempt from registration under Federal and state securities laws, but excluding any notes issued by the Company in connection with any revolving credit facility, term loan facility, letter of credit reimbursement agreement or other bank credit facility of the Company.

“Obligations” means Reimbursement Obligations with respect to the Letter of Credit and Advances made to satisfy any such Reimbursement Obligation, fees relating to the Letter of Credit, all accrued and unpaid commitment fees and all other obligations of the Credit Parties to the Fronting Bank arising under or in relation to this Agreement and the Letter of Credit and the Credit Agreement with respect to the Letter of Credit or any other Credit Document.

“Official Statement” means the Official Statement, dated November 21, 2006 relating to the Bonds, together with any supplements or amendments thereto and all documents incorporated therein (or in any such supplements or amendments) by reference.

“Organizational Documents” shall mean, as applicable to any Person, the charter, code of regulations, articles of incorporation, by-laws, certificate of formation, operating agreement, certificate of partnership, partnership agreement, certificate of limited partnership, limited partnership agreement or other constitutive documents of such Person.

“Paying Agent” has the meaning assigned to that term in the Indenture.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permitted Investments” means (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent that such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof, (ii) investments in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody’s, (iii) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has combined capital and surplus and undivided profits of not less than $500,000,000, and (iv) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (i) of this definition and entered into with a financial institution satisfying the criteria described in clause (iii) of this definition.

“Permitted Liens” has the meaning assigned to that term in Section 5.02(a).

“Person” means an individual, partnership, corporation (including, without limitation, a business trust), joint stock company, limited liability 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.

“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of Credit in connection with a Tender Drawing and owned or held by the Company or an affiliate of the Company or by the Trustee and pledged to the Fronting Bank pursuant to the Custodian Agreement.

“Post Petition Interest” has the meaning assigned to that term in Section 8.05(b).

“Purchase Agreement” means the Bond Purchase Agreement dated December 4, 2006, between the Issuer and the “Underwriters” identified therein.

“Reimbursement Obligations” has the meaning assigned to that term in the Credit Agreement.

“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the Remarketing Agreement, the Custodian Agreement and the Fronting Bank Fee Letter with respect to the Letter of Credit.

“Remarketing Agent” has the meaning assigned to that term in the Indenture.

“Remarketing Agreement” means any agreement or other arrangement pursuant to which a Remarketing Agent has agreed to act as such pursuant to the Indenture.

“Restricted Payment” means any dividend or other distribution by the Company or any of its Subsidiaries (whether in cash, securities or other property) with respect to any ownership interest or shares of any class of equity securities of the Company or any such Subsidiary, or any payment (whether in cash, securities or other property), including, without limitation, any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such interest or shares or any option, warrant or other right to acquire any such interest or shares.

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

“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.

“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 that are secured by or otherwise payable from non-bypassable cent per kilowatt hour charges authorized pursuant to 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.

“Subordinated Obligations” has the meaning assigned to that term in Section 8.05.

“Subsidiary” means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding capital stock (or comparable interest) having ordinary voting power (irrespective of whether at the time capital stock (or comparable interest) of any other class or classes of such corporation or entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by said Person (whether directly or through one of more other Subsidiaries). In the case of an unincorporated entity, a Person shall be deemed to have more than 50% of interests having ordinary voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in the unincorporated entity.

“Tender Agent” has the meaning assigned to that term in the Indenture.

“Tender Drawing” means a drawing under the Letter of Credit resulting from the presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.

“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 which 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 at any date of determination the sum, without duplication, of (i) Consolidated Debt of the Company, (ii) consolidated equity of the common stockholders of the Company and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of the Company and its Consolidated Subsidiaries, and (iv) the aggregate principal amount of Trust Preferred Securities of the Company and its Consolidated Subsidiaries.

“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, as amended and supplemented by the Opinion and Order in Case No. 03-2144-EL-ATA, entered June 9, 2004.

“Trust Preferred Securities” means securities, however denominated, (A) issued by the Company or any of its Consolidated Subsidiaries, (B) that are not subject to mandatory redemption or the underlying securities, if any, of which are not subject to mandatory redemption, (C) that are perpetual or mature no less than 30 years from the date of issuance, (D) the indebtedness issued in connection with which, including any guaranty, is subordinate in right of payment to the unsecured and unsubordinated indebtedness of the issuer of such indebtedness or guaranty, and (E) the terms of which permit the deferral of the payment of interest or distributions thereon to a date occurring after the Stated Expiration Date.

“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.

“Underwriters” means the “Underwriters” identified in the Purchase Agreement.

“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 a period 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, except as otherwise stated herein.

SECTION 1.04. Internal References. The words “herein”, “hereof’ and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement, and “Article”, “Section”, “subsection”, “paragraph”, “Exhibit”, “Schedule” and respective references are to this Agreement unless otherwise specified. References herein or in any Related Document to any agreement or other document shall, unless otherwise specified herein or therein, be deemed to be references to such agreement or document as it may be amended, modified or supplemented after the date hereof from time to time in accordance with the terms hereof or of such Related Document, as the case may be.

AMOUNT AND TERMS OF THE LETTER OF CREDIT

SECTION 2.01. The Letter of Credit. The Fronting Bank agrees, on the terms and conditions hereinafter set forth and the satisfaction of the conditions for the issuance of a “Letter of Credit” set forth in Sections 3.01 and 3.02 of the Credit Agreement, to issue the Letter of Credit to the Trustee at or before 1:00 P.M. (New York City time) on December 5, 2006. The Fronting Bank and FirstEnergy agree that the Letter of Credit shall be a “Letter of Credit” as defined in, and is issued pursuant to, the Credit Agreement. The Fronting Bank, the Company and FirstEnergy acknowledge and agree that the Letter of Credit is the initial “Credit Facility” under the Indenture.

SECTION 2.02. Repayments and Prepayments. Prior to or simultaneously with the receipt of proceeds related to the remarketing of Bonds purchased pursuant to one or more Tender Drawings, the Credit Parties shall directly, or through the Remarketing Agent, the Tender Agent or the Paying Agent on behalf of the Credit Parties, repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations with respect to the Letter of Credit and Advances made to satisfy any such Reimbursement Obligation (in the order in which they were made) by paying to the Fronting Bank an amount equal to the sum of (i) the aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal amount of such Reimbursement Obligations and/or Advances so repaid or prepaid, in each case in accordance with the provisions of Section 2.04(g) or 2.12 of the Credit Agreement, as the case may be.

SECTION 2.03. Source of Funds. All payments made by the Fronting Bank pursuant to the Letter of Credit shall be made from funds of the Fronting Bank, respectively, and not from funds obtained from any other Person.

CONDITIONS PRECEDENT

SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Fronting Bank to issue the Letter of Credit is subject to conditions precedent to the issuance of a “Letter of Credit” set forth in Sections 3.01 and 3.02 of the Credit Agreement and the additional conditions precedent that the Fronting Bank shall have received on or before the Date of Issuance the following, each dated such date, in form and substance satisfactory to the Fronting Bank:

(a) Counterparts of each of this Agreement and Fronting Bank Fee Letter with respect to the Letter of Credit, duly executed by the Credit Parties and the Fronting Bank;

(b) Counterparts of the Custodian Agreement, duly executed by the Company, the Fronting Bank and the Custodian;

(d) Evidence of the status of each of FirstEnergy and the Company as a duly organized and validly existing corporation under the laws of the State of Ohio;

(e) A duplicate copy, certified, as of the Date of Issuance, by the Company (in a manner satisfactory to the Fronting Bank) to be a true and complete copy, of all proceedings relating to the issuance and sale of the Bonds;

(f) A duplicate copy, certified, as of the Date of Issuance, by FirstEnergy (in a manner satisfactory to the Fronting Bank) to be a true and complete copy, of each Related Document not delivered pursuant to subsection (e) above, together with opinion letters of counsel to the Issuer, the Trustee and/or the Custodian, as applicable, providing for the reliance thereon by the Fronting Bank and any related closing certificates of the Issuer;

(g) Certified copies of audited consolidated financial statements of FirstEnergy and its Subsidiaries for the 2004 and 2005 fiscal years;

(h) Certified copies of the resolutions of the Board of Directors of each of FirstEnergy and the Company authorizing each Credit Document to which it is a party and all of the Related Documents to which each such Credit Party is a party and the transactions contemplated hereby and thereby, and of all other documents evidencing any other necessary corporate action;

(i) Evidence that the Remarketing Agent has acknowledged and accepted in writing its appointment as Remarketing Agent under the Indenture and its duties and obligations thereunder;

(j) Duplicate copies (certified by the Secretary or an Assistant Secretary of FirstEnergy to be true and complete copies) of all governmental actions and regulatory approvals (including, without limitation, approvals or orders of the Issuer and the FERC, if any) necessary for FirstEnergy to enter into this Agreement and each of the Related Documents to which FirstEnergy is a party and the transactions contemplated hereby and thereby;

(k) Duplicate copies (certified by the Secretary or an Assistant Secretary of the Company to be true and complete copies) of all governmental actions and regulatory approvals (including, without limitation, approvals or orders of the Issuer and the FERC, if any) necessary for the Company to enter into this Agreement and each of the Related Documents to which the Company is a party and the transactions contemplated hereby and thereby;

(l) A certificate of the Secretary or an Assistant Secretary of each of FirstEnergy and the Company certifying the names, true signatures and incumbency of the officers of each such Credit Party authorized to sign each Credit Document to which it is a party and the other documents to be delivered by it hereunder or thereunder;

(m) An opinion letter of Gary D. Benz, Esq., Associate General Counsel of FirstEnergy and counsel to the Company, in substantially the form of Exhibit C and as to such other matters as the Fronting Bank may reasonably request;

(n) An opinion letter of Akin Gump Strauss Hauer & Feld LLP, special New York counsel to FirstEnergy and the Company, in substantially the form of Exhibit D and as to such matters as the Fronting Bank may reasonably request;

(o) An opinion letter of Sidley Austin LLP, special New York counsel to the Fronting Bank, in substantially the form of Exhibit E and as to such other matters as the Fronting Bank my reasonably request;

(p) An opinion letter of Lovells, special English counsel to the Fronting Bank, in substantially the form of Exhibit F and as to such matters as the Fronting Bank may reasonably request;

(q) A letter from Squire, Sanders & Dempsey, L.L.P., Bond Counsel, addressed to the Fronting Bank and stating therein that such Person may rely on the final approving opinion letter of such firm delivered in connection with the issuance of the Bonds;

(r) Copies of the Official Statement used in connection with the offering of the Bonds;

(s) Letters from S&P and Moody’s to the effect that the Bonds have been rated the ratings of the Fronting Bank, such letters to be in form and substance satisfactory to the Fronting Bank;

(t) A certificate of an authorized officer of the Custodian certifying the names, true signatures and incumbency of the officers of the Custodian authorized to sign the documents to be delivered by it hereunder and as to such other matters as the Fronting Bank may reasonably request;

(u) A certificate of an authorized officer of the Trustee certifying the names, true signatures and incumbency of the officers of the Trustee authorized to make drawings under the Letter of Credit and as to such other matters as the Fronting Bank may reasonably request; and

(v) The Fronting Bank shall have received from the Credit Parties the amounts payable to the Fronting Bank upon the issuance of the Letter of Credit pursuant to the Fronting Bank Fee Letter.

SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit and Amendment of the Letter of Credit. The obligation of the Fronting Bank to issue the Letter of Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further conditions precedent that on the Date of Issuance and on the date of such amendment, modification or extension, as the case may be:

(a) The following statements shall be true and the Fronting Bank shall have received a certificate from each Credit Party signed by a duly authorized officer of such Credit Party, dated such date, stating that:

(i) The representations and warranties of such Credit Party contained in Article IV of this Agreement or in the Credit Agreement, as the case may be, and as applicable in the Related Documents are true and correct in all material respects on and as of such date as though made on and as of such date (except to the extent such representations and warranties relate solely to a specified earlier date, in which case such representations and warranties were true and correct on and as of such earlier date); and

(ii) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit or such amendment, modification or extension of the Letter of Credit (as the case may be), which constitutes a Default or an Event of Default; and

(iii) True and complete copies of the Related Documents (including all exhibits, attachments, schedules, amendments or supplements thereto) have previously been delivered to the Fronting Bank and the Related Documents have not been modified, amended or rescinded, and are in full force and effect as of the Date of Issuance; and

(b) The Fronting Bank shall have received such other approvals, opinions or documents as the Fronting Bank may reasonably request.

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of FirstEnergy. FirstEnergy hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, (iii) the date of any Drawing under the Letter of Credit, and (iv) the date of any amendment, modification or extension of the Letter of Credit, as follows:

(a) Corporate Authorization. The execution, delivery and performance by FirstEnergy of this Agreement and each Related Document are within FirstEnergy’s corporate powers, have been duly authorized by all necessary corporate action on the part of FirstEnergy and did not, do not, and will not, require the consent or approval of FirstEnergy shareholders, or any trustee or holder of any Debt or other obligation of FirstEnergy, other than such consents and approvals as have been, or on or before the Date of Issuance, will have been, duly obtained, given or accomplished.

(b) No Violation, Etc. Neither the execution, delivery or performance by FirstEnergy of this Agreement or any Related Document nor the consummation by FirstEnergy of the transactions contemplated hereby, nor compliance by FirstEnergy with the provisions hereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of FirstEnergy’s Organizational Documents 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. There is no provision of (i) any of FirstEnergy’s Organizational Documents, (ii) except as disclosed in the Disclosure Documents, any Applicable Law, or (iii) any such indenture, mortgage, lease or other agreement or instrument that materially adversely affects, or in the future is likely to materially adversely affect, the business, operations, affairs, condition, properties or assets of FirstEnergy, or its ability to perform its obligations under this Agreement or any Related Document.

(c) Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by FirstEnergy of, or the consummation by FirstEnergy of the transactions contemplated by, this Agreement or any Related Document to which it is, or is to become, a party, except such Governmental Actions as have been duly obtained, given or accomplished. No Governmental Action by any Governmental Authority relating to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Public Utility Holding Company Act of 1935, the Ohio Public Utility Act, energy or nuclear matters, public utilities, the environment or health and safety matters is or will be required in connection with the participation by the Fronting Bank in the consummation of the transactions contemplated by this Agreement and the Related Documents, or will be required to be obtained by any of such Persons during the term of this Agreement, except such Governmental Actions (i) as have been duly obtained, given or accomplished or (ii) as may be required by Applicable Law not now in effect. None of the Governmental Actions referred to in the first sentence of this subsection (d) or in clause (i) of the second sentence of this subsection (d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired with any appeal or request for review or reconsideration not having been taken or made.

(d) Execution and Delivery. This Agreement and any Related Document to which FirstEnergy is a party have been duly executed and delivered by FirstEnergy, and this Agreement and each such Related Document is the legal, valid and binding obligation of FirstEnergy enforceable in accordance with its respective 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.

(e) Full Force and Effect. The Credit Agreement and each Related Document is in full force and effect. FirstEnergy has duly and punctually performed and observed all the terms, covenants and conditions contained in each such Related Document on its part to be performed or observed, and no Default or Event of Default has occurred and is continuing.

(f) Material Adverse Change. Since December 31, 2005, there has been no material adverse change in the ability of FirstEnergy to perform its obligations under this Agreement, the Credit Agreement or any Related Document to which it is a party.

(g) Litigation. There is no pending or threatened action, investigation or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) before any court, governmental agency or arbitrator against or affecting FirstEnergy or any of its Subsidiaries which purports to affect the legality, validity or enforceability of this Agreement, the Credit Agreement or any Related Document.

(h) Accuracy of Information. No exhibit, schedule, report or other written information provided by or on behalf of FirstEnergy or its agents to the Fronting Bank in connection with the negotiation, execution and closing of this Agreement knowingly contained when made any material misstatement of fact or knowingly omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made.

(i) Taxability. The performance of this Agreement and the transactions contemplated herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.

(j) No Material Misstatements. The reports, financial statements and other written information furnished by or on behalf of FirstEnergy to the Fronting Bank pursuant to or in connection with this Agreement and the transactions contemplated hereby 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.

SECTION 4.02. Representations and Warranties of the Company. The Company hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, (iii) the date of any Drawing under the Letter of Credit, and (iv) the date of any amendment, modification or extension of the Letter of Credit, as follows:

(a) Corporate Existence and Power. The Company 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 the Commonwealth of Pennsylvania and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a Material Adverse Effect with respect to the Company, 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 the Company of this Agreement and each Related Document are within the Company’s corporate powers, have been duly authorized by all necessary corporate action on the part of the Company and did not, do not, and will not, require the consent or approval of the Company shareholders, or any trustee or holder of any Debt or other obligation of the Company, other than such consents and approvals as have been, or on or before the Date of Issuance, will have been, duly obtained, given or accomplished.

(c) No Violation, Etc. Neither the execution, delivery or performance by the Company of this Agreement or any Related Document nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with the provisions hereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of the Company’s Organizational Documents 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. There is no provision of (i) any of the Company’s Organizational Documents, (ii) except as disclosed in the Disclosure Documents, any Applicable Law, or (iii) any such indenture, mortgage, lease or other agreement or instrument that has, or in the future is likely to have, a Materially Adversely Effect.

(d) Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Company of, or the consummation by the Company of the transactions contemplated by, this Agreement or any Related Document to which it is, or is to become, a party, except such Governmental Actions as have been duly obtained, given or accomplished. No Governmental Action by any Governmental Authority relating to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Public Utility Holding Company Act of 1935, the Ohio Public Utility Act, energy or nuclear matters, public utilities, the environment or health and safety matters is or will be required in connection with the participation by the Fronting Bank in the consummation of the transactions contemplated by this Agreement and the Related Documents, or will be required to be obtained by any of such Persons during the term of this Agreement, except such Governmental Actions (i) as have been duly obtained, given or accomplished or (ii) as may be required by Applicable Law not now in effect. None of the Governmental Actions referred to in the first sentence of this subsection (d) or in clause (i) of the second sentence of this subsection (d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired with any appeal or request for review or reconsideration not having been taken or made.

(e) Execution and Delivery. This Agreement and any Related Document to which the Company is a party have been duly executed and delivered by the Company, and this Agreement and each such Related Document is the legal, valid and binding obligation of the Company enforceable in accordance with its respective terms.

(f) Full Force and Effect. The Credit Agreement and each Related Document is in full force and effect. The Company has duly and punctually performed and observed all the terms, covenants and conditions contained in each such Related Document on its part to be performed or observed, and no Default or Event of Default has occurred and is continuing.

(g) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and issued and delivered, and are the legal, valid and binding obligations of the Issuer, and are not in default.

(h) Material Adverse Change. Since December 31, 2005, there has been no material adverse change in the Company’s properties or business or results of operations, or in the prospects of the Company and its Subsidiaries, or in the ability of the Company to perform its obligations under this Agreement or any Related Document to which it is a party.

(i) Litigation. There is no pending or threatened action, investigation or proceeding (including, without limitation, any proceeding relating to or arising out of Environmental Laws) before any court, governmental agency or arbitrator against or affecting the Company or any of its Subsidiaries which (i) purports to affect the legality, validity or enforceability of this Agreement or any Related Document or (ii) may have a Material Adverse Effect with respect to the Company except (with respect to this clause (ii) only) as is disclosed in the Disclosure Documents.

(j) Taxes. The Company and each of its Subsidiaries have 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 Company or such Subsidiary is contesting in good faith by appropriate legal proceedings.

(k) Environmental. Except as otherwise disclosed in the Disclosure Documents or otherwise to the Fronting Bank by the Company in writing, (i) facilities and property (including underlying groundwater) owned or leased by the Company or any of its Subsidiaries have been, and continue to be, owned or leased by it and its Subsidiaries in compliance with all Environmental Laws, except for such failures to comply which would not give rise to any potential material liability of the Company or any of its Subsidiaries; and (ii) there have been no past, and, to the Company’s actual knowledge, there are no pending or threatened (A) claims, complaints or notices for information received by the Company or any of its Subsidiaries with respect to any alleged violation of any Environmental Law, or (B) complaints or notices to the Company or any of its Subsidiaries regarding potential material liability under any Environmental Law, except for such alleged violations which would not give rise to any potential material liability of the Company or any of its Subsidiaries.

(l) Title to Real Property. The Company and each of its Subsidiaries has good and marketable title to all of the real property it purports to own, free and clear of Liens other than Permitted Liens.

(m) ERISA. (i) No Termination Event has occurred nor is reasonably expected to occur with respect to any Plan.

(ii) Schedule B (Actuarial Information) to the 2003 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 Fronting Bank, 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 the Company nor any of its Affiliates has incurred nor reasonably expects to incur any withdrawal liability under ERISA to any Multiemployer Plan.

(n) Official Statement. Except for information contained in the Official Statement furnished in writing by or on behalf of the Issuer, the Trustee, the Tender Agent, the Paying Agent, the Underwriters, the Remarketing Agent or the Fronting Bank specifically for inclusion therein, the Official Statement and any supplement or “sticker” thereto are accurate in all material respects for the purposes for which their use shall be authorized; and the Official Statement and any such supplement or “sticker”, when read together with the statement that it supplements or amends, does not, as of its date, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they are or were made, not misleading.

(o) Accuracy of Information. No exhibit, schedule, report or other written information provided by or on behalf of the Company or its agents to the Fronting Bank in connection with the negotiation, execution and closing of this Agreement and the Custodian Agreement (including, without limitation, the Official Statement) knowingly contained when made any material misstatement of fact or knowingly omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made.

(p) Margin Stock; Investment Company. No proceeds of the Bonds or of the Letter of Credit will be used in violation of, or in any manner that would result in a violation by any party hereto of, Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System or any successor regulations. The Company (i) is not an “investment company” within the meaning ascribed to that term in the Investment Company Act of 1940 and (ii) is not engaged in the business of extending credit for the purpose of buying or carrying margin stock.

(q) Taxability. The performance of this Agreement and the transactions contemplated herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.

(r) Solvency. (i) The fair salable value of the Company’s assets will exceed the amount that will be required to be paid on or in respect of the probable liability on the Company’s existing debts and other liabilities (including contingent liabilities) as they mature; (ii) the Company’s assets do not constitute unreasonably small capital to carry out its business as now conducted or as proposed to be conducted; (iii) the Company does not intend to incur debt 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) the Company 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). The Company’s 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.

(s) No Material Misstatements. The reports, financial statements and other written information furnished by or on behalf of the Company to the Fronting Bank pursuant to or in connection with this Agreement and the transactions contemplated hereby 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.

(t) Utility Regulation. Pursuant to the Public Utility Holding Company Act of 2005, the Company will be subject to the jurisdiction of the FERC as a “public utility” within the meaning of the Federal Power Act, as amended (“FPA”), and subject to FERC regulation, including such regulations as the FERC may adopt relating to accounting, cost allocation, record keeping another rules governing transactions between holding companies and their service companies. The Company is also subject to the limited jurisdiction of any State commission with jurisdiction to regulate a public utility company in the Company's holding company system, with respect to access to the books and records of the Company. The Company has obtained blanket authority from the FERC under Section 204 of the FPA, and/or is exempt from any requirement to obtain FERC approval, to issue securities and assume liabilities, and such authorization and/or exemption remains in full force and effect. No further regulatory authorizations from either the FERC or any State commission are required for this transaction.

SECTION 5.01. Affirmative Covenants of the Company. So long as a drawing is available under the Letter of Credit or the Credit Parties shall have any obligation to pay any amount to the Fronting Bank with respect to the Letter of Credit under the Credit Agreement or hereunder, the Company will, unless the Fronting Bank shall otherwise consent in writing:

(a) Preservation of Corporate Existence, Etc. Without limiting the rights of the Company under Section 5.02(f) hereof, (i) 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, licenses, permits and franchises necessary or desirable in the normal conduct of its business.

FirstEnergy and the Company:

	FirstEnergy Corp. FirstEnergy Generation Corp. 76 South Main Street Akron, Ohio 44308 Attention: Treasurer Telecopy No.: (330) 384-3772

The Fronting Bank:
	Barclays Bank PLC 200 Park Avenue, 4^th Floor New York, New York 10166 Attention: David E. Barton Telecopy No.: (212) 412-7511

	with a copy to:

	Barclays Bank PLC c/o Barclays Capital Services, LLC 200 Cedar Knolls Road Whippany, NJ 07981 Attention: Dawn Townsend Telecopy No.: (973) 576-3017


	FIRSTENERGY CORP.


	By:
		Name:
		Title:


	FIRSTENERGY GENERATION CORP.


	By:
		Name:
		Title:


	BARCLAYS BANK PLC, acting through its
		New York Branch, as Fronting Bank

	By:
		Name:
		Title:

Signature Page to Supplemental Letter of Credit Agreement
OHIO AIR QUALITY DEVELOPMENT AUTHORITY
	STATE OF OHIO POLLUTION CONTROL
	REVENUE REFUNDING BONDS SERIES 2006-A
	(FirstEnergy Generation Corp. Project)