November 1, 2005
Exhibit
10.1
November
1,
2005
Xx.
Xxxxxxx X.
Xxxxxxxxx
President
Metropolitan
Edison
Company
0000
Xxxxxxxxxx
Xxxx
Xxxxxxx,
XX
00000-0000
Pennsylvania
Electric Company
000
Xxxxxxxxxx Xxxx
Xx.
Xxxxxxxxx,
XX
00000
The
Waverly
Electric Power and Light Company
000
Xxxx
Xx.
Xxxxxxx,
XX
00000
|
RE:
|
Notice
of Termination Tolling
Agreement Restated Partial Requirements Agreement, dated January
1, 2003,
by and among, Metropolitan Edison Company, Pennsylvania Electric
Company,
The Waverly Electric Power and Light Company and FirstEnergy Solutions
Corp., as amended by a First Amendment to Restated Requirements
Agreement,
dated August 29, 2003 and by a Second Amendment to Restated Requirements
Agreement, dated June 8, 2004 (“Partial Requirements
Agreement”)
|
Dear
Xx.
Xxxxxxxxx:
Please
be advised
that FirstEnergy Solutions Corp. on this 1st
day of November,
2005 pursuant to Paragraph 6 of the Partial Requirements Agreement hereby
notifies Metropolitan Edison Company, Pennsylvania Electric Company and The
Waverly Electric Power and Light Company (“Buyers”) that FirstEnergy Solutions
Corp. elects to terminate the Partial Requirements Agreement effective midnight
December 31, 2005. As required pursuant to Paragraph 6, this notice is being
provided sixty (60) days in advance of the next calendar year.
Notwithstanding
the
above, in exchange for FirstEnergy Solutions Corp. not exercising its right
to
terminate the Partial Requirements Agreement effective midnight December
31,
2005, the parties agree to toll the termination provisions of Paragraph 6
for a
period of one (1) year, provided that FirstEnergy Solutions Corp. shall be
permitted to terminate the Partial Requirements Agreement at any time during
the
term of this Tolling Agreement with sixty (60) days written notice.
This
Tolling
Agreement supercedes any conflicting provision of the Partial Requirements
Agreement. This Tolling Agreement and its contents shall not be used or relied
upon as
Xx.
Xxxxxxx X.
Xxxxxxxxx
November
1,
2005
Page
2
evidence
or in
argument in any judicial, quasi-judicial, or other proceeding for any purpose
whatsoever except to enforce or show evidence of compliance with the terms
of
the Tolling Agreement or to show evidence of the tolling of the termination
provisions of Paragraph 6. The execution of the Tolling Agreement does not
constitute an admission or acknowledgment of any fact, conclusion of law,
or
liability by any party to this Tolling Agreement.
This
Tolling
Agreement may be executed in counterparts and is effective upon November
1,
2005, and is effective without the requirement of filing with or endorsement
by
any federal or state court or agency. The undersigned representatives certify
that they are fully authorized to enter into and to bind such party to the
terms
and conditions of this Tolling Agreement.
Please
indicate
your agreement with this Tolling Agreement by signing below.
Sincerely,
| |
|
Xxxxxxx
X.
Xxxxx
Senior
Vice
President
FirstEnergy
Solutions Corp.
|
Accepted
and agreed
to by:
Metropolitan
Edison
Company
Pennsylvania
Electric Company
The
Waverly
Electric Power and Light Company
By:
Xxxxxxx
X.
Xxxxxxxxx
President
This
1st day
of November, 2005
