Allegheny Energy (AYE) 8-K Entry into a Material Definitive Agreement

Exhibit 10.2

February 24, 2010

Allegheny Energy, Inc.

Allegheny Energy Supply Company, LLC

800 Cabin Hill Drive

Greensburg, PA 15601

Re: Consent and Waiver for Credit Agreement, dated as of May 22, 2006

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of May 22, 2006 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), by and among Allegheny Energy, Inc. and Allegheny Energy Supply Company, LLC (the “Borrowers”), each of the Initial Lender Parties referred to therein, Citicorp North America, Inc., as Administrative Agent, and the other parties thereto. Capitalized terms used herein but not defined herein have the respective meanings set forth in the Credit Agreement.

The Borrowers have advised the Lenders that Allegheny Energy, Inc. (the “Parent”) proposes to enter into a transaction among the Parent, FirstEnergy Corp. (“FirstEnergy”) and Element Merger Sub, Inc. (“Merger Sub”, a wholly owned subsidiary of FirstEnergy), whereby in a stock for stock exchange transaction, the Parent would be merged into Merger Sub, with the Parent surviving as a wholly-owned subsidiary of FirstEnergy (the “Proposed Transaction”). The undersigned Lenders, comprising the Required Lenders, hereby consent to the Proposed Transaction and agree to waive any Default or Event of Default that would arise as a result of either (i) a Change of Control or (ii) a breach or violation of Section 5.02(d) under the Credit Agreement in connection with the Proposed Transaction.

Except as expressly set forth above, all terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect and are hereby in all respects ratified and confirmed. Each of the waivers set forth above is strictly limited to the event indicated above, and no such waiver constitutes a waiver, consent or amendment with respect to any other matter whatsoever. This letter agreement is solely for the benefit of the parties hereto, and no provision of this letter agreement shall be deemed to confirm upon any third party any claim, remedy, cause of action or other right.

The Borrowers hereby represent and warrant that, as of the date hereof, no Default has occurred and is continuing.

This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this letter agreement by telecopier shall be effective as delivery of a manually executed counterpart of this letter agreement.

The Borrowers shall pay a consent fee to each Lender that executes and delivers this letter agreement on or before February 26, 2010, such fee to be equal to the product of (i) 0.025% and (ii) the sum (without duplication) of the outstanding principal amounts of such Lender’s outstanding Advances and its Commitments.

This letter agreement shall become binding and effective as of the date first above written upon receipt by the Administrative Agent of counterparts hereof executed by the Borrowers and the Required Lenders. This letter agreement is subject to the provisions of Section 8.01 of the Credit Agreement.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Please evidence your agreement to the foregoing by signing and returning a counterpart of this amendment letter to the Borrowers.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

CITICORP NORTH AMERICA, INC., as Administrative Agent and as a Lender
By:	/s/ Maureen Maroney
	Name:	Maureen Maroney
	Title:	Authorized Signatory

BANK OF AMERICA, N.A., as Lender
By:	/s/ Jacob Dowden
	Name:	Jacob Dowden
	Title:	Vice President

THE BANK OF NOVA SCOTIA, as Lender
By:	/s/ Thane Rattew
	Name:	Thane Rattew
	Title:	Managing Director

BARCLAYS BANK, PLC, as Lender
By:	/s/ Sam Yoo
	Name:	Sam Yoo
	Title:	Asst Vice President

BNP PARIBAS, as Lender
By:	/s/ Pasquale A. Perraglia IV
	Name:	Pasquale A. Perraglia IV
	Title:	Vice President
By:	/s/ Francis J. Delaney
	Name:	Francis J. Delaney
	Title:	Managing Director

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender
By:	/s/ Kelly Wilson
	Name:	Kelly Wilson
	Title:	Vice President
By:	/s/ Gerard A. Araw
	Name:	Gerard A. Araw
	Title:	Assistant Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f.k.a. Suisse, Cayman Islands Branch), as Lender
By:	/s/ Rianka Mohan
	Name:	Rianka Mohan
	Title:	Vice President
By:	/s/ Kevin Buddhdew
	Name:	Kevin Buddhdew
	Title:	Associate

GOLDMAN SACHS CREDIT PARTNERS, L.P., as Lender
By:	/s/ Andrew Caditz
	Name:	Andrew Caditz
	Title:	Authorized Signatory

JPMPRGAN CHASE BANK, N.A., as Lender
By:	/s/ Juan Javellana
	Name:	Juan Javellana
	Title:	Vice President

PNC BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/ Tracy J. DeCoch
	Name:	Tracy J. DeCoch
	Title:	Vice President

UNICREDIT BANK, AG, New York Branch (fka Bayerische hypo- und Vereinsbank AG, New York Branch), as Lender
By:	/s/ William W. Hunter
	Name:	William W. Hunter
	Title:	Director
By:	/s/ Miriam Trautmann
	Name:	Miriam Trautmann
	Title:	Director

UNION BANK, N.A., as Lender
By:	/s/ Jesus Serrano
	Name:	Jesus Seranno
	Title:	Vice President

ACKNOWLEDGED AND AGREED TO
on the date first written above
ALLEGHENY ENERGY SUPPLY COMPANY, LLC
By:	Barry E. Pakenham
Name:	Barry E. Pakenham
Title:	Treasurer
ALLEGHENY ENERGY, INC.
By:	Barry E. Pakenham
Name:	Barry E. Pakenham
Title:	Treasurer