Credit Facility

EXHIBIT 10.1





U.S. $2,750,000,000


CREDIT AGREEMENT


Dated as of August 24, 2006


Among


FIRSTENERGY CORP., FIRSTENERGY SOLUTIONS CORP., AMERICAN TRANSMISSION SYSTEMS, INCORPORATED, OHIO EDISON COMPANY, PENNSYLVANIA POWER COMPANY, THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, THE TOLEDO EDISON COMPANY, JERSEY CENTRAL POWER & LIGHT COMPANY, METROPOLITAN EDISON COMPANY and PENNSYLVANIA ELECTRIC COMPANY,
as Borrowers,

THE BANKS NAMED HEREIN,
as Banks ,

CITIBANK, N.A. ,
as Administrative Agent,

THE FRONTING BANKS
PARTY HERETO FROM TIME TO TIME
as Fronting Banks

and

THE SWING LINE LENDERS PARTY
HERETO FROM TIME TO TIME
as Swing Line Lenders


CITIGROUP GLOBAL MARKETS INC.
and
BARCLAYS CAPITAL
Joint Lead Arrangers

BARCLAYS BANK PLC
Syndication Agent

JPMORGAN CHASE BANK, N.A.
KEYBANK NATIONAL ASSOCIATION
WACHOVIA BANK, NATIONAL ASSOCIATION
Co-Documentation Agents
















TABLE OF CONTENTS





ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms. 1
SECTION 1.02 Computation of Time Periods. 18
SECTION 1.03 Accounting Terms. 19
SECTION 1.04 Certain References. 19

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

SECTION 2.01 The Pro-Rata Advances. 19
SECTION 2.02 Making the Pro-Rata Advances. 19
SECTION 2.03 Swing Line Advances. 21
SECTION 2.04 Letters of Credit. 24
SECTION 2.05 Fees. 31
SECTION 2.06 Adjustment of the Commitments; Borrower Submits. 32
SECTION 2.07 Repayment of Advances. 34
SECTION 2.08 Interest on Advances. 34
SECTION 2.09 Additional Interest on Advances. 35
SECTION 2.10 Interest Rate Determination. 36
SECTION 2.11 Conversion of Advances. 36
SECTION 2.12 Prepayments. 37
SECTION 2.13 Increased Costs. 38
SECTION 2.14 Illegality. 39
SECTION 2.15 Payments and Computations 40
SECTION 2.16 Taxes. 42
SECTION 2.17 Sharing of Payments, Etc. 43
SECTION 2.18 Noteless Agreement; Evidence of Indebtedness. 44
SECTION 2.19 Extension of Termination Date. 44
SECTION 2.20 Several Obligations. 46

ARTICLE III
CONDITIONS OF LENDING AND ISSUING LETTERS OF CREDIT

SECTION 3.01 Conditions Precedent to Initial Extension of Credit. 46
SECTION 3.02 Conditions Precedent to Each Extension of Credit. 48
SECTION 3.03 Conditions Precedent to Conversions. 49
SECTION 3.04 Conditions Precedent to Extensions of Credit after Expiration of Approval. 50

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Borrowers. 50



i



TABLE OF CONTENTS (CONTINUED)



ARTICLE V
COVENANTS OF THE BORROWERS

SECTION 5.01 Affirmative Covenants of the Borrowers. 54
SECTION 5.02 Debt to Capitalization Ratio. 57
SECTION 5.03 Negative Covenants of the Borrowers. 57

ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01 Events of Default. 59

ARTICLE VII
THE ADMINISTRATIVE AGENT

SECTION 7.01 Authorization and Action. 62
SECTION 7.02 Administrative Agent's Reliance, Etc. 63
SECTION 7.03 CUSA, Barclays and Affiliates. 63
SECTION 7.04 Lender Credit Decision. 64
SECTION 7.05 Indemnification. 64
SECTION 7.06 Successor Administrative Agent. 64

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01 Amendments, Etc. 65
SECTION 8.02 Notices, Etc. 66
SECTION 8.03 Electronic Communications. 66
SECTION 8.04 No Waiver; Remedies. 67
SECTION 8.05 Costs and Expenses; Indemnification. 68
SECTION 8.06 Right of Set-off. 69
SECTION 8.07 Binding Effect. 69
SECTION 8.08 Assignments and Participations. 70
SECTION 8.09 Governing Law. 73
SECTION 8.10 Consent to Jurisdiction; Waiver of Jury Trial. 73
SECTION 8.11 Severability. 74
SECTION 8.12 Entire Agreement. 74
SECTION 8.13 Execution in Counterparts. 74
SECTOPM 8.14 USA PATRIOT Act Notice. 74





ii



SCHEDULES AND EXHIBITS



Schedule I - List of Commitments and Lending Offices
Schedule II - List of L/C Fronting Bank Commitments
Schedule III - List of Swing Line Commitments
Schedule IV - Letters of Credit

Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Note
Exhibit C - Form of Guaranty
Exhibit D - Form of Notice of Pro-Rata Borrowing
Exhibit E - Form of Notice of Swing Line Borrowing
Exhibit F - Form of Letter of Credit Request
Exhibit G - Form of Opinion of Gary D. Benz, Esq.
Exhibit H - Form of Opinion of Akin Gump Strauss Hauer & Feld LLP
Exhibit I - Form of Opinion of King & Spalding LLP







iii




CREDIT AGREEMENT





CREDIT AGREEMENT , dated as of August 24, 2006, among FIRSTENERGY CORP., an Ohio corporation (" FE "), FIRSTENERGY SOLUTIONS CORP. , an Ohio corporation (" FES "), AMERICAN TRANSMISSION SYSTEMS, INCORPORATED , an Ohio corporation (" ATSI ?), OHIO EDISON COMPANY , an Ohio corporation (" OE "), PENNSYLVANIA POWER COMPANY , a Pennsylvania corporation (" Penn "), THE CLEVELAND ELECTRIC ILLUMINATING COMPANY , an Ohio corporation (" CEI "), THE TOLEDO EDISON COMPANY , an Ohio corporation (" TE "), JERSEY CENTRAL POWER & LIGHT COMPANY , a New Jersey corporation (" JCP&L "), METROPOLITAN EDISON COMPANY , a Pennsylvania corporation ( ? Met-Ed "), and PENNSYLVANIA ELECTRIC COMPANY , a Pennsylvania corporation (" Penelec ", and together with FE, FES, ATSI, OE, Penn, CEI, TE, JCP&L and Met-Ed, the " Borrowers "), the banks and other financial institutions (the " Banks " ) listed on the signature pages hereof, Citibank, N.A. ( " Citibank " ), as Administrative Agent (the " Administrative Agent " ) for the Lenders hereunder, the fronting banks party hereto from time to time and the swing line lenders party hereto from time to time.





PRELIMINARY STATEMENTS



(1) The Borrowers have requested that the Lenders establish a five-year unsecured revolving credit facility in the amount of $2,750,000,000 in favor of the Borrowers, all of which may be used for general corporate purposes and the entirety of which may be used for the issuance of Letters of Credit.



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



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



ARTICLE III

DEFINITIONS AND ACCOUNTING TERMS



SECTION 1.01 Certain Defined Terms.



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



" Account Party " has the meaning set forth in Section 2.04(a).



" Additional Lender " has the meaning set forth in Section 2.06(b).



" Administrative Agent " has the meaning set forth in the preamble hereto.







1






" Advance " means a Pro-Rata Advance or a Swing Line Advance.



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



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



" Alternate Base Rate " means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of (i) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as its "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 Alternate Base Rate Pro-Rata Advance or an Alternate Base Rate Swing Line Advance.



" Alternate Base Rate Pro-Rata Advance " means a Pro-Rata Advance that bears interest as provided in Section 2.08(a).



" Alternate Base Rate Swing Line Advance " means a Swing Line Advance that bears interest as provided in Section 2.08(c).



" 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 made to any Borrower, the interest rate per annum set forth in the relevant row of the table below, determined by reference to the Reference Ratings for such Borrower from time to time in effect:







2








BASIS FOR PRICING



LEVEL 1





Reference Ratings at least A- by S&P or A3 by Moody's.



LEVEL 2





Reference Ratings lower than Level 1 but at least BBB+ by S&P or Baa1 by Moody's.



LEVEL 3





Reference Ratings of lower than Level 2 but at least BBB by S&P or Baa2 by Moody's.



LEVEL 4





Reference Ratings lower than Level 3 but at least BBB- by S&P or Baa3 by Moody's.



LEVEL 5





Reference Ratings lower than Level 4 but at least BB+ by S&P or Ba1 by Moody's.



LEVEL 6





Reference Ratings lower than BB+ by S&P and Ba1 by Moody's.




Applicable Margin for Eurodollar Rate Advances



0.190%



0.270%



0.350%



0.425%



0.525%



0.800%




Applicable Margin for Alternate Base Rate Advances



0%



0%



0%



0%



0%



0%




Utilization Fee



0.050%



0.050%



0.050%



0.100%



0.100%



0.100%






provided , that the Applicable Margin shall be increased by the rate per annum set forth above in the row captioned "Utilization Fee" that corresponds to the Reference Ratings Level used to determine the Applicable Margin during any period in which the total amount of Outstanding Credits is greater than one-half of the aggregate amount of the Commitments.



For purposes of the foregoing, (i) if there is a difference of one level in Reference Ratings of S&P and Moody's and the higher of such Reference Ratings falls in Level 1, Level 2, Level 3, Level 4 or Level 5, then the higher Reference Rating will be used to determine the pricing level and (ii) if there is a difference of more than one level in Reference Ratings of S&P and Moody's, the Reference Rating that is one level above the lower of such Reference Ratings will be used to determine the pricing level, unless the lower of such Reference Ratings falls in Level 6, in which case the lower of such Reference Ratings will be used to determine the pricing level. If there exists only one Reference Rating, such Reference Rating will be used to determine the pricing level.



" Approval " means: (i) with respect to FE, the FE SEC Order; (ii) with respect to FES, the FES FERC Order, (iii) with respect to ATSI, the ATSI SEC Order; (iv) with respect to OE, the OE PUCO Order; (v) with respect to Penn, the Penn SEC Order, subject to any borrowing limitations contained in the Organizational Documents of Penn; (vi) with respect to CEI, the CEI PUCO Order; (vii) with respect to TE, the TE PUCO Order; (viii) with respect to JCP&L, the JCP&L SEC Order, subject to any borrowing limitations contained in the Organizational Documents of JCP&L; (ix) with respect to Met-Ed, the Met-Ed SEC Order; and (x) with respect to Penelec, the Penelec SEC Order.







3



" 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 A hereto.



" ATSI " has the meaning set forth in the preamble hereto.



" ATSI SEC Order " means the order of the SEC that authorized ATSI to obtain Extensions of Credit until February 8, 2006, which authorization was extended through December 31, 2007 pursuant to the FERC PUHCA 2005 Filing.



" ATSI Supplemental Order " means any order of the FERC or the PUCO that authorizes ATSI to obtain Extensions of Credit after December 31, 2007.



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



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



" Banks " has the meaning set forth in the preamble hereto.



" Barclays " means Barclays Bank PLC.



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



" Borrower " has the meaning set forth in the preamble hereto and, as the context may require, includes FE in its capacity as guarantor under any Guaranty.



" Borrower Sublimit " means: (i) with respect to FE, $2,750,000,000, (ii) with respect to FES, $0 (unless and until increased pursuant to Section 2.06(c)), (iii) with respect to ATSI, $0 (unless and until increased pursuant to Section 2.06(c)), (iv) with respect to OE, $500,000,000, (v) with respect to Penn, $50,000,000, (vi) with respect to CEI, $250,000,000 (unless and until increased pursuant to Section 2.06(c)), (vii) with respect to TE, $250,000,000 (unless and until increased pursuant to Section 2.06(c)), (viii) with respect to JCP&L, $425,000,000, (ix) with respect to Met-Ed, $250,000,000, and (x) with respect to Penelec, $250,000,000.



" Borrowing " means a Pro-Rata Borrowing or a Swing Line Borrowing.



" 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.







4



" CEI " has the meaning set forth in the preamble hereto.



" CEI PUCO Order " means the order of the PUCO that authorizes CEI to obtain Extensions of Credit until December 31, 2006.



" CEI Supplemental Order " means any order of the PUCO that authorizes CEI to obtain Extensions of Credit after December 31, 2006.



" Change of Control " has the meaning set forth in Section 6.01(j).



" Citibank " has the meaning set forth in the preamble hereto.



" 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 8.08(c), as such amount may be reduced pursuant to Section 2.06(a).



" Commitment Increase " has the meaning set forth in Section 2.06(b).



" Consolidated Debt " means, with respect to any Borrower at any date of determination the aggregate Indebtedness of such Borrower and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include (i) Nonrecourse Indebtedness of such Borrower and any of its Subsidiaries, (ii) obligations under leases that shall have been or should be, in accordance with GAAP, recorded as operating leases in respect of which such Borrower or any of its Consolidated Subsidiaries is liable as a lessee, (iii) the aggregate principal amount of Stranded Cost Securitization Bonds of such Borrower and its Consolidated Subsidiaries and (iv) the aggregate principal amount of Trust Preferred Securities and Junior Subordinated Deferred Interest Obligations not exceeding 15% of the Total Capitalization of such Borrower and its Consolidated Subsidiaries (determined, for purposes of such calculation, without regard to the amount of Trust Preferred Securities and Junior Subordinated Deferred Interest Debt Obligations outstanding of such Borrower); provided that the amount of any mandatory principal amortization or defeasance of Trust Preferred Securities or Junior Subordinated Deferred Interest Debt Obligations prior to the Termination Date shall be included in this definition of Consolidated Debt.



" 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 any Borrower and its Subsidiaries, are treated as a single employer under Section 414(b) or 414(c) of the Code.







5



" Convert " , " Conversion " and " Converted " each refers to a conversion of Pro-Rata Advances of one Type into Pro-Rata Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Pro-Rata Eurodollar Rate Advances pursuant to Section 2.10 or 2.11.



" Cost of Funds Swing Line Advance " means a Swing Line Advance that bears interest as provided in Section 2.08(e).



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



" Debt to Capitalization Ratio " means, for any Borrower, the ratio of Consolidated Debt of such Borrower to Total Capitalization of such Borrower.



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



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



" Eligible Assignee " means (i) a commercial bank organized under the laws of the United States, or any State thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its "General Arrangements to Borrow", or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States; (iii) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) engaged generally in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business; (iv) the central bank of any country that is a member of the OECD; or (v) any Bank; provided, however , that (A) any Person described in clause (i), (ii), (iii) or (iv) above shall also (x) have outstanding unsecured indebtedness that is rated A- or better by S&P or A3 or better by Moody's (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is in the business of rating unsecured indebtedness of entities engaged in such businesses) and (y) have combined capital and surplus (as established in its most recent report of condition to its primary regulator, if applicable) 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 2.16(d)) and (C) any Person described in clause (i), (ii), (iii) or (iv) above shall, in addition, be reasonably acceptable to the Administrative Agent, the Swing Line Lenders and the Fronting Banks.







6



" 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 any Eurodollar Rate Advance made in connection with any Borrowing, the interest rate per annum at which eurodollar deposits are offered in the London interbank market for a term equivalent to such Interest Period determined by reference to Telerate page 3750 at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period. If such rate is not available at such time for any reason, then the "Eurodollar Rate" for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of (i) the Eurodollar Rate Advance being made, continued or converted by Citibank in connection with such Borrowing (if such Borrowing is a Pro-Rata Borrowing) or (ii) such Borrowing (if such Borrowing is a Swing Line Borrowing), and with a term equivalent to such Interest Period would be offered by Citibank, N.A. ?s London branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.



" Eurodollar Rate Advance " means a Eurodollar Rate Pro-Rata Advance or a Eurodollar Rate Swing Line Advance.



" Eurodollar Rate Pro-Rata Advance " means a Pro-Rata Advance that bears interest as provided in Section 2.08(b).







7



" Eurodollar Rate Reserve Percentage " of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.



" Eurodollar Rate Swing Line Advance " means an Advance that bears interest as provided in Section 2.08(d).



" Event of Default " has the meaning set forth in Section 6.01.



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



" Existing Credit Agreement " means the $2.0 Billion Credit Agreement, dated as of June 14, 2005, among the Borrowers, the banks party thereto, Citicorp USA, Inc., as administrative agent, and Citicorp USA, Inc. and Barclays, as fronting banks.



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



...