EXHIBIT 10-2 FORM OF LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT , dated as of April 3, 2006 among:

(1)   The Ohio Water Development Authority (the “ Issuer ”) has caused to be issued, sold and delivered, pursuant to a Trust Indenture, dated as of April 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 ”), $90,140,000 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)   The Company has requested that the Fronting Bank issue and the Fronting Bank agrees to issue, on the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit No. SB01013, to be dated on or before April 3, 2006, in favor of the Trustee in the stated amount of $91,029,053, 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 this Agreement (as defined below), the “ Letter of Credit ”), of which (i) $90,140,000 shall support the payment of principal of the Bonds, and (ii) $889,053 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).

NOW, THEREFORE, in consideration of the premises and in order to induce the Fronting Bank to issue the Letter of Credit and the Banks to participate in the Letter of Credit and to make demand loans and Tender Advances (as defined below) as provided herein, the parties hereto agree as follows:

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):

“ Acceleration Drawing ”   means a drawing under the Letter of Credit resulting from the presentation of a certificate in the form of Exhibit 1 to the Letter of Credit.

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

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

“ Alternate Base Rate ” means, for any day, a rate of interest per annum equal to the higher of (i) the Base Rate for such day and (ii) the sum of the Federal Funds Rate for such day plus 0.50% per annum.

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

“ Applicable Margin for Alternate Base Rate ” means, on any date, the applicable rate per annum determined pursuant to the Pricing Grid.

“ Applicable Commitment Rate ” means, on any date, the applicable rate per annum determined pursuant to the Pricing Grid.

“ 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).

“ Applicable LC Fee Rate ”   means, on any date, the applicable rate per annum determined pursuant to the Pricing Grid; provided that such rate shall be increased by 2.0% per annum upon the occurrence and during the continuance of an Event of Default.

“ 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.

“ Banks ” has the meaning assigned to that term in the preamble hereto, and includes their respective successors and permitted assigns.

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

“ Base Rate ” means the rate of interest announced publicly by the Administrative Agent in New York, New York, from time to time, as its base rate. The Base Rate shall change concurrently with each change in such base rate.

“ 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, the Company or the Remarketing Agent is closed.

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

“ Capital Adequacy Change ” means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by the Fronting Bank or any Bank or any Applicable Booking Office or any corporation controlling the Fronting Bank or such Bank.

“ 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), other than FES, 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.

“ Commitment ”   means, as to any Bank, the obligation of such Bank to make Tender Advances and participate in the Letter of Credit in an aggregate principal amount and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Bank’s name on Schedule I hereto (as such amount may be amended in connection with an assignment pursuant to Section 9.09). “ Commitments ” means the total of the Banks’ Commitments hereunder.

“ Commitment Percentage ” means, as to any Bank, the percentage of the aggregate Commitments constituted by such Bank’s Commitment.

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

“ Consolidated Debt ” means, with respect to any applicable Credit Party at any date of determination the aggregate Debt of such Credit Party and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include (i) Nonrecourse Debt of such Credit Party and any of its Subsidiaries, (ii) the aggregate principal amount of Trust Preferred Securities of such Credit Party 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 such Credit Party or any of its Consolidated Subsidiaries is liable as a lessee, and (iv) the aggregate principal amount of Stranded Cost Securitization Bonds of such Credit Party 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 Documents ” means this Agreement, the Guaranty Agreements 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 the Company, FirstEnergy and FES.

“ 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 the Company, the Fronting Bank and the Custodian, substantially in the form of Exhibit C 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 applicable Credit Party to Total Capitalization of such Credit Party.

“ 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.

“ Default Rate ”   means a fluctuating interest rate equal to (i) in the case of any amount of overdue principal with respect to any Tender Advance, 2% per annum above the interest rate required to be paid on such Tender Advance immediately prior to the date on which the Default Rate becomes effective with respect thereto, and (ii) in all other cases, 2% per annum above the Alternate Base Rate in effect from time to time.

“ 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 and FirstEnergy’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on or before March 31, 2006.

“ 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.

“ Existing Reimbursement Agreements ” means (i) that certain Letter of Credit and Reimbursement Agreement, dated as of June 15, 2004, by and among The Toledo Edison Company, the lenders from time to time parties thereto, the Fronting Bank and the Administrative Agent relating to $18,800,000 State of Ohio Pollution Control Revenue Refunding Bonds, Series 1999-A (The Toledo Edison Company Project), as amended or otherwise modified from time to time, (ii) that certain Letter of Credit and Reimbursement Agreement, dated as of June 15, 2004, by and among The Cleveland Electric Illuminating Company, the lenders from time to time parties thereto, the Fronting Bank and the Administrative Agent relating to $27,700,000 State of Ohio Pollution Control Revenue Refunding Bonds, Series 1999-A (The Cleveland Electric Illuminating Company Project), as amended or otherwise modified from time to time, (iii) that certain Letter of Credit and Reimbursement Agreement, dated as of June 1, 2004, by and among The Toledo Edison Company, the lenders from time to time parties thereto, the Fronting Bank and the Administrative Agent relating to $34,850,000 Beaver County Industrial Development Authority Pollution Control Revenue Refunding Bonds, Series 1999-A (The Toledo Edison Company Project), as amended or otherwise modified from time to time, and (iv) that certain Letter of Credit and Reimbursement Agreement, dated as of March 15, 2005, by and among The Cleveland Electric Illuminating Company, the lenders from time to time parties thereto, the Fronting Bank and the Administrative Agent relating to $47,500,000 State of Ohio Collateralized Pollution Control Revenue Refunding Bonds, Series 1997-B (The Cleveland Electric Illuminating Company Project), as amended or otherwise modified from time to time.

“ Federal Funds Rate ”   means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve system arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately 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 of the quotations at approximately 10:00 a.m. (New York City time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“ FES ” means FirstEnergy Solutions Corp., an Ohio corporation and a wholly-owned Subsidiary of FirstEnergy.

“ FES Guaranty Agreement ” means that certain Guaranty by FES, in substantially the form of Exhibit H hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time; provided that the effectiveness of the FES Guaranty Agreement shall be conditioned upon the Administrative Agent’s receipt of (i) a certificate signed by a duly authorized officer of FES confirming that the conditions set forth in Section 3.02 shall be true and correct as of the effective date of the FES Guaranty Agreement and (ii) documents, certificates and opinion letters consistent with those delivered on the date of this Agreement with respect to FirstEnergy as to the corporate power and authority of FES to execute, deliver and perform its obligations under the FES Guaranty Agreement.

“ FirstEnergy ” means FirstEnergy Corp., an Ohio corporation and the holder, directly or indirectly, of all of the common shares of FES and the Company on the date hereof, or any successor thereto.

“ FirstEnergy Guaranty Agreement ” means that certain Guaranty, dated as of April 3, 2006, by FirstEnergy, in substantially the form of Exhibit H hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

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

“ First Mortgage Bond Indenture ” means, with respect to any Significant Subsidiary, an indenture or similar instrument pursuant to which such Person may issue bonds, notes or similar instruments secured by a lien on all or substantially all of such Person’s fixed assets, as amended and supplemented by various supplemental indentures, and as the same may be further amended, modified or supplemented after the date hereof in accordance with the terms hereof.

“ 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.

“ 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.

“ Guarantor ” means each of FirstEnergy and, from and after the effective date of the FES Guaranty Agreement, FES.

“ Guaranty Agreements ” means each of the FirstEnergy Guaranty Agreement and the FES Guaranty Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ 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 a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of any Guarantor and its Subsidiaries taken as a whole or the Company and its Subsidiaries taken as a whole, (b) the ability of any Credit Party to perform its obligations under any Credit Document or any Related Document or (c) the validity or enforceability of any Credit Document for any Related Document or the rights or remedies of the Administrative Agent, the Fronting Bank or the Banks hereunder or thereunder.

“ 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.

“ 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 FirstEnergy 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.

 “ Obligations ”   means the Tender Advances, fees relating to the Letter of Credit, any and all obligations of the Company to reimburse the Banks for any drawings under the Letter of Credit, all accrued and unpaid commitment fees and all other obligations of the Credit Parties to the Banks arising under or in relation to this Agreement and the Letter of Credit or any other Credit Document.

“ Official Statement ”   means the Official Statement, dated March 27, 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 on behalf of the Banks pursuant to the Custodian Agreement.

“ Pricing Grid ” means the pricing grid attached hereto as Annex 1.

“ PUCO ” means The Public Utilities Commission of Ohio or any successor thereto.

“ Purchase Agreement ” means the Bond Purchase Agreement dated March 31, 2006, between the Issuer and the “Underwriters” identified therein.

“ Reference Rating ” has the meaning assigned to that term on Annex 1 hereto.

“ Related Documents ” means the Bonds, the Indenture, the Loan Agreement, the Remarketing Agreement and the Custodian Agreement.

“ 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.

“ Required Banks ” means Banks whose aggregate Commitment Percentages are greater than 50% at such time.

“ 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.

“ Risk-Based Capital Guidelines ” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

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

“ Significant Subsidiaries ” means (i) the Company, (ii) each regulated energy Subsidiary of FirstEnergy, including, but not limited to, 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, and any successor to any of them, (iii) FES and American Transmission Systems, Incorporated, and (iv) each other Subsidiary of FirstEnergy the annual revenues of which exceed $100,000,000 or the total assets of which exceed $50,000,000.

“ 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.

“ 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 Advance ” has the meaning assigned to that term in Section 2.05(a).

“ 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, with respect to the applicable Credit Party at any date of determination the sum, without duplication, of (i) Consolidated Debt of such Credit Party, (ii) consolidated equity of the common stockholders of such Credit Party and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of such Credit Party and its Consolidated Subsidiaries, and (iv) the aggregate principal amount of Trust Preferred Securities of such Credit Party 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.

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

“ Trust Preferred Securities ” means (i) the issued and outstanding preferred securities of Cleveland Electric Financing Trust I and (ii) any other securities, however denominated, (A) issued by FirstEnergy 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.

“ 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.

SECTION 2.01. The Letter of Credit.   The Fronting Bank agrees, on the terms and conditions hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in Sections 3.01 and 3.02), to issue the Letter of Credit to the Trustee at or before 5:00 P.M. (New York City time) on April 3, 2006.

SECTION 2.02. Issuing the Letter of Credit; Termination.   (a) The Letter of Credit shall be issued on at least one Business Day’s notice from the Company to the Fronting Bank specifying the Date of Issuance, which shall be a Business Day. On the Date of Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Fronting Bank will issue the Letter of Credit to the Trustee and shall promptly notify the Banks thereof and provide them with a copy of the Letter of Credit.

(b)   Any outstanding Tender Advances and all other unpaid Obligations shall be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of this Agreement on the Cancellation Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Company and the Banks hereunder shall have been terminated, all of the rights and remedies under this Agreement shall survive.

(c)   Provided that the Company shall have delivered notice thereof to the Administrative Agent not less than three Business Days prior to any proposed termination, the Company may terminate this Agreement (other than those provisions which expressly survive termination hereof) upon (i) payment in full of all outstanding Tender Advances, together with accrued and unpaid interest thereon and on the Letter of Credit, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.

SECTION 2.03. Commissions and Fees.   (a) The Company hereby agrees to pay to the Administrative Agent, for the ratable account of the Banks, a commitment fee (the “ Commitment Fee ”) on the Commitments in effect from time to time (notwithstanding that the Date of Issuance has not occurred or that the applicable conditions set forth in Article III have not been satisfied) from the date hereof until the Date of Issuance, at a rate per annum equal to the Applicable Commitment Rate. The Commitment Fee shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on June 30, 2006, and on the Date of Issuance.

(b)   The Company hereby agrees to pay to the Administrative Agent, for the ratable account of the Banks, a letter of credit fee (the “ Letter of Credit Fee ”)   on the Available Amount in effect from time to time from the Date of Issuance until the Cancellation Date, at a rate per annum equal to the Applicable LC Fee Rate. The Letter of Credit Fee shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on June 30, 2006, and on the Cancellation Date.

(c)   The Company hereby agrees to pay to the Administrative Agent and the Fronting Bank such further fees as are specified in the letter agreement, dated the date hereof, among the Company, the Administrative Agent and the Fronting Bank.

SECTION 2.04. Reimbursement On Demand. Except as otherwise specified in Section 2.05 (and provided that the conditions precedent specified therein have been fulfilled), each amount paid by the Fronting Bank under the Letter of Credit (including, without limitation, amounts in respect of any reinstatement of interest on the Bonds at the election of the Banks notwithstanding any failure by the Company to reimburse the Banks for any previous drawing to pay interest on the Bonds) shall constitute a demand loan made by the Banks to the Company on the date of such payment by the Fronting Bank under the Letter of Credit. The Company agrees to pay or cause to have paid to the Administrative Agent, for the account of the Banks, after the honoring by the Fronting Bank of any drawing under the Letter of Credit giving rise to such demand loan, each such demand loan no later than 5:00 P.M. (New York City time) on the date of its making. Any such demand loan (or any portion thereof) not so paid on such date shall bear interest, payable on demand, from the date of making of such demand loan until payment in full, at a fluctuating interest rate per   annum equal to the Default Rate.

SECTION 2.05. Tender Advances; Interest Rates. (a) If the Fronting Bank shall make any payment under the Letter of Credit in response to a Tender Drawing and, on the date of such payment, the conditions precedent set forth in Section 3.03 shall have been fulfilled, that portion of such payment equal to the principal amount of the Bonds purchased with the proceeds of such Tender Drawing shall be deemed to constitute an advance made by the Banks to the Company on the date and in the amount of such principal amount (each such advance being a “ Tender Advance ”). Each Tender Advance shall bear interest as provided in Section 2.05(b), and the principal amount thereof and all interest thereon shall be due and payable on the earliest to occur of (i) the date that occurs 30 days after the date of such Tender Advance, (ii) the Cancellation Date, (iii) the date on which the Pledged Bonds are redeemed or cancelled pursuant to the Indenture, (iv) the date on which any Pledged Bonds are remarketed pursuant to the Indenture and (v) the date on which the Letter of Credit is replaced by a substitute letter of credit in accordance with the terms of the Indenture. To the extent that the Administrative Agent receives interest payable on account of any Pledged Bonds such interest received shall be applied and credited against accrued and unpaid interest on the Tender Advances that financed the Tender Drawing in respect of which such Pledged Bonds were purchased.

(b)   The Company shall pay interest on the unpaid principal amount of each Tender Advance, from the date of such Tender Advance until the date such Tender Advance is due and payable, at a fluctuating interest rate per annum equal to the sum of (i) the Alternate Base Rate in effect from time to time plus (ii) the then Applicable Margin for Alternate Base Rate, payable on any date on which such Tender Advance is repaid, whether by acceleration or otherwise, and on the date such Tender Advance is due and payable as herein provided.

(c)   Notwithstanding any provision to the contrary herein, the Company shall pay interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest, costs, fees and expenses hereunder or under any other Credit Document, from the date when such amounts became due until paid in full, payable on demand, at the Default Rate in effect from time to time.

SECTION 2.06. Prepayments.   (a) The Company may, upon at least one Business Day’s notice to the Administrative Agent, prepay without premium or penalty the outstanding amount of any Tender Advance in whole or in part with accrued interest to the date of such prepayment on the amount prepaid.

(b)   Prior to or simultaneously with the receipt of proceeds related to the remarketing of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or through the Remarketing Agent, the Tender Agent or the Paying Agent on behalf of the Company, repay or prepay (as the case may be) the then-outstanding demand loans and Tender Advances (in the order in which they were made) by paying   to the Administrative Agent for the pro rata share of the Banks 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 demand loans and/or Tender Advances so repaid or prepaid.

SECTION 2.07. Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interruption thereof, or the compliance of the Fronting Bank or any Bank therewith,

(i)   imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against letters of credit issued by, or assets held by, deposits in or for the account of, or credit extended by, the Fronting Bank or such Bank or any Applicable Booking Office, or

(ii)   imposes any other condition the result of which is to increase the cost to the Fronting Bank or such Bank or any Applicable Booking Office of issuing or participating in the Letter of Credit or making, funding or maintaining loans or reduces any amount receivable by the Fronting Bank or such Bank or any Applicable Booking Office in connection with letters of credit or loans, or requires the Fronting Bank or such Bank or any Applicable Booking Office to make any payment calculated by reference to the amount of letters of credit or loans held or interest received by it, by an amount deemed material by the Fronting Bank or such Bank or any Applicable Booking Office,

then, upon demand by the Fronting Bank or such Bank, the Company shall pay the Fronting Bank or such Bank that portion of such increased expense incurred or reduction in an amount received which the Fronting Bank or such Bank determines is attributable to issuing or participating in the Letter of Credit or making, funding and maintaining any demand loan hereunder, Tender Advance or its Commitment.

SECTION 2.08. Changes in Capital Adequacy Regulations.   If the Fronting Bank or any Bank determines the amount of capital required or expected to be maintained by the Fronting Bank or such Bank, any Applicable Booking Office of the Fronting Bank or such Bank or any corporation controlling the Fronting Bank or such Bank is increased as a result of a Capital Adequacy Change, then, upon demand by the Fronting Bank or such Bank, the Company shall pay the Fronting Bank or such Bank the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which the Fronting Bank or such Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any demand loan hereunder, or any Tender Advance (or any participations therein or in the Letter of Credit) (after taking into account the Fronting Bank’s or such Bank’s policies as to capital adequacy).

SECTION 2.09. Payments and Computations.   Other than payments made pursuant to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in lawful money of the United States of America to the Administrative Agent at its address referred to in Section 9.02 in same day funds. Computations of the Alternate Base Rate (when based on the Federal Funds Rate), the Default Rate (when based on the Federal Funds Rate) and fees under Section 2.03 shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed, and computations of the Alternate Base Rate (when based on the Base Rate) and the Default Rate (when based on the 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, for the actual number of days (including the first day but excluding the last day) elapsed.

SECTION 2.10. Non-Business Days.   Whenever any payment to be made hereunder shall be stated to be due on a day that is not 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 fees, as the case may be.

SECTION 2.11. Source of Funds.   All payments made by the Fronting Bank and any Bank pursuant to the Letter of Credit shall be made from funds of the Fronting Bank and such Bank, respectively, and not from funds obtained from any other Person.

SECTION 2.12. Extension of the Stated Expiration Date . Unless the Letter of Credit shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more than 365 days before the Stated Expiration Date, the Company may request the Fronting Bank with the consent of all the Banks, by notice to the Administrative Agent in writing (each such request being irrevocable) to extend for one year the Stated Expiration Date. If the Company shall make such a request the Administrative Agent shall promptly notify the Banks thereof, and if the Fronting Bank and the Banks, in their sole discretion, elect to extend the Stated Expiration Date then in effect, the Administrative Agent shall deliver to the Company a notice (herein referred to as a “ Notice of Extension ”)   designating the date to which the Stated Expiration Date will be extended and the conditions of such consent (including, without limitation, conditions relating to legal documentation and the consent of the Trustee). If all such conditions are satisfied and such extension of the Stated Expiration Date shall be effective (which effective date shall occur on the Business Day following the date of delivery by the Fronting Bank to the Trustee of an Extension Certificate (“ Extension Certificate ”) in the form of Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be deemed to be references to the date designated as such in such legal documentation and the most recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration Date has been extended in accordance with this Section 2.12 may be further extended for one-year periods in like manner. Failure of the Administrative Agent to deliver a Notice of Extension as herein provided within thirty (30) days of a request by the Company to extend such Stated Expiration Date shall constitute an election by the Fronting Bank and the Banks not to extend the Stated Expiration Date.

SECTION 2.13. Amendments Upon Extension.   Upon any extension of a Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Fronting Bank and the Banks reserve the right to renegotiate any provision hereof.

SECTION 2.14. Evidence of Debt.   The Fronting Bank and each Bank shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under the Letter of Credit, from each demand loan and from each Tender Advance made from time to time hereunder and the amounts of principal and interest payable and paid from time to time hereunder. In any legal action or proceeding in respect of this Agreement, the entries made in such account or accounts shall, in the absence of manifest error, be conclusive evidence of the existence and amounts of the Obligations of the Company therein recorded.

SECTION 2.15. Obligations Absolute . The payment obligations of the Company under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(a)   any lack of validity or enforceability of the Letter of Credit, any Credit Document, any Related Document or any other agreement or instrument relating thereto;

(b)   any amendment or waiver of or any consent to departure from all or any of any Credit Document or any Related Document;

(c)   the existence of any claim, set-off, defense or other right which any Credit Party may have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), the Fronting Bank, or any other person or entity, whether in connection with any Credit Document, the transactions contemplated herein or therein or in the Related Documents, or any unrelated transaction;

(d)   any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(e)   payment by the Fronting Bank under the Letter of Credit against presentation of a certificate which does not comply with the terms of the Letter of Credit; or

(f)   any other circumstance or happening whatsoever, including, without limitation, any other circumstance which might otherwise constitute a defense available to or discharge of the Company, whether or not similar to any of the foregoing.

Nothing in this Section 2.15 is intended to limit any liability of the Fronting Bank pursuant to Section 9.06 in respect of its willful misconduct or gross negligence.

SECTION 2.16. Net of Taxes, Etc.   (a) All payments made by the Company under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding , in the case of the Administrative Agent, the Fronting Bank and each Bank, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction under the laws of which the Administrative Agent, the Fronting Bank or such Bank (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of such Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes ”). If any Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Fronting Bank or any Bank hereunder, the amounts so payable to the Administrative Agent, the Fronting Bank or such Bank shall be increased to the extent necessary to yield to the Administrative Agent, the Fronting Bank or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the Company, as promptly as possible thereafter the Company shall send to the Administrative Agent for its own account or for the account of the Fronting Bank or such Bank, as the case may be, a certified copy of an original official receipt received by the Company showing payment thereof. If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Company shall indemnify the Administrative Agent, the Fronting Bank and the Banks for any incremental taxes, interest or penalties that may become payable by the Administrative Agent, the Fronting Bank or any Bank as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the obligations hereunder and all other amounts payable hereunder.

(b)   Each Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Company and the Administrative Agent on or before the latter of the date hereof and the date such Bank becomes a Bank two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be. Each such Bank also agrees to deliver to the Company and the Administrative Agent two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form previously delivered expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Company, and such extensions or renewals thereof as may reasonably be requested by the Company or the Administrative Agent, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises the Company and the Administrative Agent. Such Bank shall certify that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and that it is entitled to an exemption from United States backup withholding tax.

(c)   If any Bank shall request compensation for costs pursuant to this Section 2.16, (i) such Bank shall make reasonable efforts (which shall not require such Bank to incur a loss or unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder to another of its offices, branches or affiliates, if such assignment would reduce such costs in the future, (ii) the Company may with the consent of the Required Banks and the Fronting Bank, which consent shall not be unreasonably withheld, secure a substitute bank to replace such Bank, which substitute bank shall, upon execution of a counterpart of this Agreement and payment to such Bank of any and all amounts due under this Agreement, be deemed to be a Bank hereunder (any such substitution referred to in clause (ii) shall be accompanied by an amount equal to any loss or reasonable expense incurred by such Bank as a result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting the liability of the Company to indemnify or reimburse such Bank for any costs or expenses the Company is required hereunder to indemnify or reimburse.

SECTION 2.17. Participation by Banks in Letter of Credit. (a) The Fronting Bank irrevocably agrees to grant and hereby grants, without recourse, to each Bank, and, to induce the Fronting Bank to issue the Letter of Credit hereunder, each Bank irrevocably agrees to accept and purchase and hereby accepts and purchases, without recourse, on the terms and conditions hereinafter stated, for such Bank’s own account and risk an undivided interest equal to such Bank’s Commitment Percentage in the Fronting Bank’s obligations and rights under the Letter of Credit and the amount of each drawing paid by the Fronting Bank thereunder.

(b)   Upon receipt of written notice of a drawing under the Letter of Credit, the Fronting Bank shall notify the Administrative Agent, who in turn shall notify each Bank promptly by telex, telecopier or telephone (such telephonic notice to be confirmed in writing) of such drawing under the Letter of Credit. In the event that such drawing is actually paid by the Fronting Bank and either (i) the Fronting Bank has not been reimbursed in full therefor by the Company by 5:00 p.m. (New York City time) on the day such drawing is paid by the Fronting Bank or (ii) the reimbursement obligation arising from such drawing is to be refinanced through a Tender Advance, the Administrative Agent shall notify promptly each Bank thereof. Upon receipt of such notice, each Bank shall make available to the Administrative Agent such Bank’s Commitment Percentage of the demand loans or the Tender Advances resulting from such drawing, in immediately available funds, by 12:00 noon (New York City time) on the next succeeding Business Day after the date of such notice. The Administrative Agent shall be deemed to have received a Bank’s payment at the time that a FedWire confirmation number with respect to the payment of such Bank is received by the Administrative Agent.

(c)   Upon receipt by the Administrative Agent of any payment of, or whenever the Administrative Agent makes an application of funds in respect of, the principal portion of any Obligations in respect of which a Bank has fulfilled its obligations hereunder, the Administrative Agent shall promptly pay over to such Bank, so long as such Bank is not in default of any of its obligations hereunder, in the same funds which the Administrative Agent receives in respect thereof, such Bank’s Commitment Percentage of the amount of such payment or application.

(d)   (i)   Upon receipt by the Administrative Agent of any payment of, or whenever the Administrative Agent makes an application of funds in respect of, the interest portion of any Obligations as to which a Bank has fulfilled its obligations hereunder, the Administrative Agent shall promptly pay over to such Bank, so long as such Bank is not in default of any of such Bank’s obligations hereunder, in the same funds which the Administrative Agent receives in respect thereof, such Bank’s Commitment Percentage of the amount of such payment or application; but subject to the provisions of clause (ii) of this Section 2.17(d).

(ii)   If a Bank does not make available to the Administrative Agent such Bank’s Commitment Percentage of any demand loan or Tender Advance on any date on which the related payment under the Letter of Credit is made by the Fronting Bank (a “ Disbursement Date ”),   such Bank shall be required to pay interest to the Administrative Agent for the account of the Fronting Bank on its Commitment Percentage of such demand loan or Tender Advance at the Federal Funds Rate from such Disbursement Date until (but excluding) the date such amount is received by the Fronting Bank. If the Fronting Bank receives a Bank’s Commitment Percentage of any demand loan or Tender Advance on the related Disbursement Date or if the Fronting Bank receives interest on any late payment from such Bank in accordance with the provisions of the preceding sentence and such late payment is received within five Business Days of the related Disbursement Date such Bank shall receive interest on its pro rata share of such demand loan or Tender Advance in accordance with clause (i) of this Section 2.17(d) from such Disbursement Date. If the Fronting Bank does not receive a Bank’s Commitment Percentage of any demand loan or Tender Advance on the Disbursement Date therefor and does not receive interest on any such late payment together with such late payment within five Business Days from such Disbursement Date from such Bank in accordance with the provisions of this paragraph, such Bank shall receive interest on its Commitment Percentage of such demand loan or Tender Advance in accordance with clause (i) of this Section 2.17(d) only from the date, if any, on which such Bank’s payment is received by the Fronting Bank.

(e)   Upon receipt by the Administrative Agent of any payment of, or whenever the Administrative Agent makes an application of funds in respect of, the fees payable pursuant to Section 2.03(a) and (b) hereof (the “ Shared Fees ”) , the Administrative Agent shall promptly pay over to each Bank, so long as such Bank is not in default of any of such Bank’s obligations hereunder, in the same funds which the Administrative Agent receives in respect thereof, such Bank’s pro rata share of the amount of such payment or application, which share shall be based on such Bank’s Commitment Percentage of the Shared Fees applicable.

(f)   Upon receipt by the Administrative Agent of any payment of, or whenever the Administrative Agent makes an application of funds in respect of, any amount owed to any Bank pursuant to Section 2.07, 2.08 or 2.16, the Administrative Agent shall promptly pay over to such Bank, so long as such Bank is not in default of any of such Bank’s obligations hereunder, in the same funds which the Administrative Agent receives in respect thereof, the amount of such payment or application.

(g)   Upon receipt by the Fronting Bank from time to time of any amount pursuant to the terms of any Related Document (other than pursuant to the terms of this Agreement), the Fronting Bank shall promptly deliver to the Administrative Agent any such amount. Upon receipt by the Administrative Agent of any such amount, the Administrative Agent shall distribute such amounts as follows:

First :   To the Fronting Bank in an amount equal to any draw under the Letter of Credit not reimbursed in full by the Company or refinanced through a demand loan or a Tender Advance by the Banks pursuant to Section 2.17(b) hereof on the date of such distribution;

Second : To the Fronting Bank (for its own account), the Administrative Agent (for its own account) and the Banks, pro rata , in an amount equal to the commissions and fees due and payable hereunder to the Fronting Bank, the Administrative Agent and the Banks on the date of such distribution;

Third : To the Banks, pro rata, in an amount equal to the interest due and payable on any demand loan or Tender Advance outstanding hereunder on the date of such distribution;

Fourth : To the Banks, pro rata, in an amount equal to the principal due and payable to the Banks hereunder on the date of such distribution;

Fifth :   To the Fronting Bank and the Administrative Agent, in an amount equal to any amount due and payable to the Fronting Bank and the Administrative Agent in their capacities as such pursuant to Section 9.07 hereof (or any similar provision in any other Credit Document) on the date of such distribution;

Sixth :   To the Banks, pro rata, in an amount equal to any amount due and payable to the Banks pursuant to Section 9.07 hereof (or any similar provision in any other Credit Document) on the date of such distribution; and

Seventh :   To the Fronting Bank (for its own account), the Administrative Agent (for its own account) and the Banks, pro   rata, for any other amounts not described above due and payable hereunder or under any other Credit Document to such Persons on the date of such distribution.

(h)   If all or any part of any payment made to the Administrative Agent with respect to the Obligations or hereunder and paid over by the Administrative Agent to any Bank pursuant to the terms hereof is thereafter recovered or returned from or by the Administrative Agent for any reason, then such Bank shall pay to the Administrative Agent such Bank’s pro   rata share thereof (based upon the amount such Bank has received in respect thereof) upon the Administrative Agent’s demand therefor (together with interest thereon to the extent that the Administrative Agent is required to pay interest on the amount so recovered or returned).

(i)   Each Bank shall indemnify and hold harmless the Fronting Bank from and against any and all liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) resulting from any failure on such Bank’s part to provide, or from any delay in providing, any payment required by such Bank under subsection (b) of this Section 2.17. If any Bank fails to make any payments under subsection (b) of this Section 2.17 within five Business Days of the due date therefor, then the Fronting Bank may acquire, or transfer to an assignee, in exchange for the unpaid sum or sums due from such Bank, such Bank’s unfunded portion of its Commitment Percentage of the Obligations and the Letter of Credit without, however, relieving such Bank from any liability for damages, costs and expenses suffered by the Fronting Bank as a result of such failure. The purchaser of any such interest (including the Fronting Bank) shall be deemed to have acquired an interest senior to such Bank’s remaining interest hereunder (if any), and accordingly, such purchaser shall be entitled to receive all subsequent payments allocable to such Bank’s interest hereunder which the Administrative Agent would otherwise have made to such Bank until such time as the purchaser shall have obtained recovery of the amount it paid for its interest, with interest at the Default Rate. After any such transfer, such Bank shall have no further obligations hereunder (except for any liability for damages, costs and expenses as aforesaid) and shall not be entitled to its Commitment Percentage of any fees or commissions accruing after the effective date of such transfer.

(j)   Each Bank hereby irrevocably authorizes the Fronting Bank to pay drawings under the Letter of Credit, and authorizes the Administrative Agent to receive from the Company payment of all fees, costs, expenses, charges, principal and interest and to take such action on such Bank’s behalf hereunder and the Related Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto.

(k)   Each Bank hereby acknowledges and agrees that such Bank’s obligation to participate in the Letter of Credit and such Bank’s obligation to pay to the Administrative Agent on the dates specified herein amounts equal to such Bank’s Commitment Percentage of drawings paid by the Fronting Bank under the Letter of Credit, the Tender Advances and the demand loans made hereunder shall be at all times and in all events absolute, irrevocable and unconditional obligations, and that such obligations shall not be affected in any way by any intervening circumstances occurring after the payment of any drawing under the Letter of Credit or the making of any Tender Advances or demand loans including, without limitation:

(i)   the existence of any claim, set-off, defense or other right that any Credit Party may have against the Administrative Agent, the Fronting Bank, any Bank or any other party; or

(ii)   any certificate or any other document presented under the Letter of Credit proving to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect except in the case of the gross negligence or willful misconduct of the Fronting Bank; or

(iii)   any other act or omission to act of any kind by the Fronting Bank, the Administrative Agent or any Credit Party or any Person providing security or guarantees in connection with this Agreement, the Letter of Credit or any other Credit Document except in the case of the gross negligence or willful misconduct of the Fronting Bank; or

(iv)   the existence of any Event of Default, Default or other default hereunder; or

(v)   any change of any kind whatsoever in the financial position or creditworthiness of any Credit Party, any guarantor or any other Person.

(1)   Each Bank agrees to indemnify the Fronting Bank for such Bank’s Commitment Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against it in any way relating to or arising out of the Obligations, the Related Documents or the transactions contemplated hereby or thereby or the enforcement of any of the terms thereof (including, without limitation, reasonable fees and disbursements of counsel), provided that no Bank shall be liable for any of the foregoing to the extent they arise from the Fronting Bank’s gross negligence or willful misconduct or to the extent the Fronting Bank has been indemnified or reimbursed by the Company. This indemnity shall survive the termination of this Agreement.