THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of October 4, 2024 by and between FIRSTENERGY TRANSMISSION, LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association duly organized and existing under the laws of the United States of America (the “Trustee”). All terms used in this Supplemental Indenture that are defined in the Indenture dated as of May 19, 2014 by and between the Company and the Trustee (the “Original Indenture” and, the Original Indenture as supplemented by this Supplemental Indenture, the “Indenture”) and that are not otherwise defined in this Supplemental Indenture shall have the meanings assigned to them in the Original Indenture.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to the Original Indenture; and
WHEREAS, pursuant to Section 1201(k) of the Original Indenture, without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee, to, at the Company’s election, comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act if such qualification is required, and the Company and the Trustee desire to enter into this Supplemental Indenture for this purpose;
NOW, THEREFORE:
In consideration of the foregoing and for other good and valuable consideration, the Company and the Trustee mutually covenant and agree with each other, and for the equal and proportionate benefit of the respective Holders of the applicable Securities from time to time, as follows:
ARTICLE 1
Amendments to Indenture
Section 1.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective as of the date hereof (the “Amendment Effective Time”).
Section 1.02. Amendments to Indenture. Effective as of the Amendment Effective Time, the Indenture is hereby amended as follows:
a. Section 107 of the Original Indenture shall be amended and restated in its entirety with the following:
Section 107. Conflict with the Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required thereunder to be a part of and govern this Indenture, the applicable provision of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, such modified or excluded provision of this Indenture shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.
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