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Exhibit 10-2 $1,000,000,000 FIVE YEAR CREDIT AGREEMENT dated as of July 16, 2004 among EXELON CORPORATION,
COMMONWEALTH EDISON COMPANY,
PECO ENERGY COMPANY
and
EXELON GENERATION COMPANY, LLC as Borrowers VARIOUS FINANCIAL INSTITUTIONSas Lenders BANK ONE, NAas Administrative Agent CITIBANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION and ABN AMRO BANK, N.V. as Co-Documentation Agents and BARCLAYS BANK PLC as Syndication Agent J.P. MORGAN SECURITIES INC. and BARCLAYS CAPITAL Co-Lead Arrangers and Joint Book Runners




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TABLE OF CONTENTS PageARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    1SECTION 1.01 Certain Defined Terms
    
    
    1SECTION 1.02 Other Interpretive Provisions
    
    
    13SECTION 1.03 Accounting Principles
    
    
    13ARTICLE II AMOUNTS AND TERMS OF THE COMMITMENTS
    
    
    14SECTION 2.01 Commitments
    
    
    14SECTION 2.02 Procedures for Advances; Limitations on Borrowings
    
    
    14SECTION 2.03 Facility and Utilization Fees
    
    
    15SECTION 2.04 Reduction of Commitment Amounts; Adjustment of Sublimits
    
    
    16SECTION 2.05 Repayment of Advances
    
    
    16SECTION 2.06 Interest on Advances
    
    
    16SECTION 2.07 Additional Interest on Eurodollar Advances
    
    
    17SECTION 2.08 Interest Rate Determination
    
    
    17SECTION 2.09 Continuation and Conversion of Advances
    
    
    18SECTION 2.10 Prepayments
    
    
    18SECTION 2.11 Increased Costs
    
    
    18SECTION 2.12 Illegality
    
    
    20SECTION 2.13 Payments and Computations
    
    
    20SECTION 2.14 Taxes
    
    
    22SECTION 2.15 Sharing of Payments, Etc.
    
    
    24SECTION 2.16 Facility LCs
    
    
    24ARTICLE III CONDITIONS TO CREDIT EXTENSIONS
    
    
    28SECTION 3.01 Conditions Precedent to Initial Credit Extensions
    
    
    29SECTION 3.02 Conditions Precedent to All Credit Extensions
    
    
    30ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    30SECTION 4.01 Representations and Warranties of the Borrowers
    
    
    30ARTICLE V COVENANTS OF THE BORROWERS
    
    
    33SECTION 5.01 Affirmative Covenants
    
    
    33SECTION 5.02 Negative Covenants
    
    
    36
 -i-




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TABLE OF CONTENTS
(continued) PageARTICLE VI EVENTS OF DEFAULT
    
    
    38SECTION 6.01 Events of Default
    
    
    38ARTICLE VII THE AGENTS
    
    
    41SECTION 7.01 Authorization and Action
    
    
    41SECTION 7.02 Agents Reliance, Etc.
    
    
    41SECTION 7.03 Agents and Affiliates
    
    
    41SECTION 7.04 Lender Credit Decision
    
    
    42SECTION 7.05 Indemnification
    
    
    42SECTION 7.06 Successor Administrative Agent
    
    
    42SECTION 7.07 Co-Documentation Agents, Syndication Agent and Co-Lead Arranger
    
    
    43ARTICLE VIII MISCELLANEOUS
    
    
    43SECTION 8.01 Amendments, Etc.
    
    
    43SECTION 8.02 Notices, Etc.
    
    
    43SECTION 8.03 No Waiver; Remedies
    
    
    44SECTION 8.04 Costs and Expenses; Indemnification
    
    
    44SECTION 8.05 Right of Set-off
    
    
    45SECTION 8.06 Binding Effect
    
    
    45SECTION 8.07 Assignments and Participations
    
    
    46SECTION 8.08 Governing Law
    
    
    49SECTION 8.09 Consent to Jurisdiction; Certain Waivers
    
    
    49SECTION 8.10 Execution in Counterparts; Integration
    
    
    49SECTION 8.11 Liability Several
    
    
    50SECTION 8.12 USA PATRIOT ACT NOTIFICATION
    
    
    50SECTION 8.13 Termination of Existing Agreement
    
    
    50
 -ii-




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TABLE OF CONTENTS
(continued) PageSCHEDULE I
    
    PRICING SCHEDULESCHEDULE II
    
    COMMITMENTSSCHEDULE II
    
    EXISTING LETTERS OF CREDITSCHEDULE IV
    
    EXISTING TAX EXEMPT DEBT ISSUANCESEXHIBIT A
    
    FORM OF NOTEEXHIBIT B
    
    FORM OF NOTICE OF BORROWINGEXHIBIT C
    
    FORM OF ASSIGNMENT AND ACCEPTANCEEXHIBIT D-1
    
    FORM OF OPINION OF COUNSEL FOR EXELON AND PECOEXHIBIT D-2
    
    FORM OF OPINION OF COUNSEL FOR COMEDEXHIBIT E
    
    FORM OF ANNUAL AND QUARTERLY COMPLIANCE CERTIFICATE
 -iii-




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FIVE YEAR CREDIT AGREEMENT
 dated as of July 16, 2004 EXELON CORPORATION, COMMONWEALTH EDISON COMPANY, PECO ENERGY COMPANY, EXELON
GENERATION COMPANY, LLC, the banks listed on the signature pages hereof, BANK
ONE, NA, as Administrative Agent, CITIBANK, N.A., WACHOVIA BANK, NATIONAL
ASSOCIATION and ABN AMRO BANK, N.V., as Co-Documentation Agents, and BARCLAYS
BANK PLC, as Syndication Agent, hereby agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01 Certain Defined Terms. As used in this Agreement,
each of the following terms shall have the meaning set forth below (each such
meaning to be equally applicable to both the singular and plural forms of the
term defined): Adjusted Funds From Operations means, for any Borrower for any
period, such Borrowers Net Cash Flows From Operating Activities for such
period minus such Borrowers Transitional Funding Instrument Revenue for
such period plus such Borrowers Net Interest Expense for such period
minus, to the extent applicable, the portion (but, if such Borrower or
any of its Subsidiaries (other than any Sithe Entity) has made any loans or
advances to, or investments in, any Sithe Entity during such period, not less
than zero) of such Borrowers Net Cash Flows From Operating Activities
attributable to any Sithe Entity. Administrative Agent means Bank One in its capacity as
administrative agent for the Lenders pursuant to Article VII, and not in
its individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Section 7.06. Administrative Questionnaire means an administrative
questionnaire, substantially in the form supplied by the Administrative Agent,
completed by a Lender and furnished to the Administrative Agent in connection
with this Agreement. Advance means an advance by a Lender to a Borrower hereunder. An
Advance may be a Base Rate Advance or a Eurodollar Rate Advance, each of which
shall be a Type of 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. Agents means the Administrative Agent, the Co-Documentation
Agents and the Syndication Agent; and Agent means any one of the
foregoing. -1-




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Applicable Lending Office means, with respect to each Lender,
such Lenders Domestic Lending Office in the case of a Base Rate Advance and
such Lenders Eurodollar Lending Office in the case of a Eurodollar Rate
Advance. Applicable Margin  see Schedule I. 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 C. Bank One means Bank One, NA, a national banking association with
its main office in Chicago, Illinois, and any successor thereto. Base Rate means, for any period, a fluctuating interest rate per
annum which rate per annum shall at all times be equal to the higher of: (a) the Prime Rate; and (b) the sum of 0.5% per annum plus the Federal Funds
Rate in effect from time to time. Base Rate Advance means an Advance that bears interest as
provided in Section 2.06(a). Borrowers means Exelon, ComEd, PECO and Genco; and
Borrower means any one of the foregoing. Borrowing means a group of Advances to the same Borrower of the
same Type made, continued or converted on the same day by the Lenders ratably
according to their Pro Rata Shares and, in the case of a Borrowing of
Eurodollar Rate Advances, having the same Interest Period. Business Day means a day on which banks are not required or
authorized to close in Philadelphia, Pennsylvania, Chicago, Illinois or New
York, New York, and, if the applicable Business Day relates to any Eurodollar
Rate Advances, on which dealings are carried on in the London interbank market. Closing Date shall mean the date on which all conditions
precedent to the initial Credit Extension have been satisfied. Code means the Internal Revenue Code of 1986, and the regulations
promulgated thereunder, in each case as amended, reformed or otherwise modified
from time to time. Co-Documentation Agent means each of Citibank, N.A., Wachovia
Bank, National Association and ABN AMRO Bank, N.V. in its capacity as a
co-documentation agent hereunder. Co-Lead Arranger means each of J.P. Morgan Securities Inc. and
Barclays Capital in its capacity as a Co-Lead Arranger. -2-




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ComEd means Commonwealth Edison Company, an Illinois corporation,
or any Eligible Successor thereof. ComEd Mortgage means the Mortgage, dated July 1, 1923, as amended
and supplemented by supplemental indentures, including the Supplemental
Indenture, dated August 1, 1944, from ComEd to Harris Trust and Savings Bank
and D.G. Donovan, as trustees; provided that no effect shall be given to
any amendment, supplement or refinancing after the date of this Agreement that
would broaden the definition of permitted liens as defined in the ComEd
Mortgage as constituted on the date of this Agreement. ComEd Sublimit means $50,000,000, subject to adjustment as
provided in Section 2.04(c). Commitment means, for any Lender, such Lenders commitment to
make Advances and participate in Facility LCs for the account of each Borrower
hereunder. Commitment Amount means, for any Lender at any time, the amount
set forth opposite such Lenders name on Schedule II attached 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 8.07(c), as such amount may be reduced pursuant to Section
2.04. Commitment Termination Date means, with respect to any Borrower,
the earlier of (i) July 16, 2009 or (ii) the date of termination of the
Commitments to such Borrower pursuant to Section 2.04 or 6.01. Commodity Trading Obligations mean, with respect to any Person,
the obligations of such Person under (i) any commodity swap agreement,
commodity future agreement, commodity option agreement, commodity cap
agreement, commodity floor agreement, commodity collar agreement, commodity
hedge agreement, commodity forward contract or derivative transaction and any
put, call or other agreement, arrangement or transaction, including natural
gas, power and emissions forward contracts, or any combination of any such
arrangements, agreements and/or transactions, employed in the ordinary course
of such Persons business, including any such Persons energy marketing,
trading and asset optimization business, or (ii) any commodity swap agreement,
commodity future agreement, commodity option agreement, commodity hedge
agreement, and any put, call or other agreement or arrangement, or combination
thereof (including an agreement or arrangement to hedge foreign exchange risks)
in respect of commodities entered into by such Person pursuant to asset
optimization and risk management policies and procedures adopted in good faith
by the Board of Directors of such Person. The term commodities shall include
electric energy and/or capacity, coal, petroleum, natural gas, emissions
allowances, weather derivatives and related products and by-products and
ancillary services. 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 Exelon or any Subsidiary, are treated as a single employer under
Section 414(b) or 414(c) of the Code. -3-




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Credit Extension means the making of an Advance or the issuance
or modification of a Facility LC hereunder. Debt means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business), (iv)
obligations as lessee under leases that shall have been or are required to be,
in accordance with GAAP, recorded as capital leases, (v) obligations
(contingent or otherwise) under reimbursement or similar agreements with
respect to the issuance of letters of credit (other than obligations in respect
of documentary letters of credit opened to provide for the payment of goods or
services purchased in the ordinary course of business) and (vi) obligations
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 in clauses (i) through (v) above. Domestic Lending Office means, with respect to any Lender, the
office of such Lender specified as its Domestic Lending Office in its
Administrative Questionnaire 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 Borrowers and the Administrative Agent. 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; (v) any
Lender; or (v) any Affiliate of a Lender; provided that, unless
otherwise agreed by Exelon and the Administrative Agent in their sole
discretion, (A) any Person described in clause (i), (ii) or
(iii) above shall also (x) have outstanding unsecured long-term debt
that is rated BBB- or better by S&P and Baa3 or better by Moodys (or an
equivalent rating by another nationally recognized credit rating agency of
similar standing if either such corporation is no longer 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) of not less than $100,000,000 (or its
equivalent in foreign currency), and (B) any Person described in clause
(ii), (iii), (iv) or (v) 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 2.14(e)). Eligible Successor means a Person which (i) is a corporation,
limited liability company or business trust duly incorporated or organized,
validly existing and in good standing under the laws of one of the states of
the United States or the District of Columbia, (ii) as a result of a
contemplated acquisition, consolidation or merger, will succeed to all or
substantially all of the consolidated business and assets of a Borrower and its
Subsidiaries, (iii) upon giving effect to -4-




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such contemplated acquisition,consolidation or merger, will have all or substantially all of its consolidated
business and assets conducted and located in the United States and (iv) is
acceptable to the Majority Lenders as a credit matter. ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings
issued thereunder, each as amended and modified 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 in its
Administrative Questionnaire 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 Borrowers and the Administrative Agent. Eurodollar Rate means, for each Interest Period for each
Eurodollar Rate Advance made as part of a Borrowing, the applicable British
Bankers Association LIBOR rate for deposits in U.S. dollars having a maturity
equal to such Interest Period, as reported by any generally recognized
financial information service as of 11:00 A.M. (London time) two Business Days
prior to the first day of such Interest Period; provided that if no such
British Bankers Association LIBOR rate is available to the Administrative
Agent, the Eurodollar Rate for such Interest Period shall instead be the rate
determined by the Administrative Agent to be the rate at which Bank One or one
of its Affiliate banks offers to place deposits in U.S. dollars with
first-class banks in the London interbank market at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period,
in the approximate amount of Bank Ones relevant Eurodollar Rate Advance and
having a maturity equal to such Interest Period. Eurodollar Rate Advance means any Advance that bears interest as
provided in Section 2.06(b). Eurodollar Rate Reserve Percentage of any Lender for any Interest
Period 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 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. Event
of Default - see Section 6.01. Exchange Act means the Securities Exchange Act of 1934, as
amended and modified from time to time. -5-




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Exelon means Exelon Corporation, a Pennsylvania corporation, or
any Eligible Successor thereof. Exelon Sublimit means $450,000,000, subject to adjustment as
provided in Section 2.04(c). Existing Agreement means the 364-Day Credit Agreement dated as of
October 31, 2003 among the Borrowers, various financial institutions and Bank
One, as Administrative Agent. Existing Letter of Credit means each letter of credit listed on
Schedule III. Facility Fee Rate  see Schedule I. Facility LC means any letter of credit issued pursuant to
Section 2.16 and any Existing Letter of Credit. Facility LC Application  see Section 2.16.3. Federal Funds Rate means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next 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 for such day on
such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it. GAAP - see Section 1.03. Genco means Exelon Generation Company, LLC, a Pennsylvania
limited liability company, or any Eligible Successor thereof. Genco Sublimit means $400,000,000, subject to adjustment as
provided in Section 2.04(c). Granting Bank - see Section 8.07(h). Hedging Obligations mean, with respect to any Person, the
obligations of such Person under any interest rate or currency swap agreement,
interest rate or currency future agreement, interest rate collar agreement,
interest rate or currency hedge agreement, and any put, call or other agreement
or arrangement designed to protect such Person against fluctuations in interest
rates or currency exchange rates. Interest Coverage Ratio means, with respect to any Borrower for
any period of four consecutive fiscal quarters, the ratio of such Borrowers
Adjusted Funds From Operations for such period to such Borrowers Net Interest
Expense for such period. -6-




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Interest Expense means, for any Borrower for any period,
interest expense as shown on a consolidated statement of income of such
Borrower for such period prepared in accordance with GAAP. Interest Expense to Affiliates means, for any period, in the case
of Exelon, ComEd and PECO, Interest Expense to Affiliates as shown on a
consolidated statement of income of Exelon, ComEd and PECO, as applicable, for
such period; provided that for any fiscal quarter ended prior to (y) in
the case of ComEd, December 31, 2003 and (z) in the case of PECO, June 30,
2003, Interest Expense to Affiliates shall mean, Distributions on Preferred
Securities as shown on a consolidated statement of income of such Borrower for
such period. Interest Period means, for each Eurodollar Rate Advance, the
period commencing on the date of such Eurodollar Rate Advance is made or is
converted from a Base Rate Advance and ending on the last day of the period
selected by the applicable Borrower pursuant to the provisions below and,
thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by such Borrower pursuant to the provisions below. The duration of
each such Interest Period shall be 1, 2, 3 or 6 months, as the applicable
Borrower may select in accordance with Section 2.02 or 2.09;
provided that: (i) no Borrower may select any Interest Period that ends after
the scheduled Maturity Date for such Borrower; (ii) Interest Periods commencing on the same date for Advances
made as part of the same Borrowing shall be of the same duration; (iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next
succeeding Business Day, unless such extension would cause the last
day of such Interest Period to occur in the next following calendar
month, in which case the last day of such Interest Period shall
occur on the next preceding Business Day; and (iv) if there is no day in the appropriate calendar month at
the end of such Interest Period numerically corresponding to the
first day of such Interest Period, then such Interest Period shall
end on the last Business Day of such appropriate calendar month. LC Fee Rate  see Schedule I. LC Issuer means Bank One in its capacity as issuer of Facility
LCs hereunder. LC Obligations means, with respect to any Borrower at any time,
the sum, without duplication, of (i) the aggregate undrawn stated amount under
all Facility LCs issued for the account of such Borrower outstanding at such
time plus (ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations of such Borrower. LC Payment Date  see Section 2.16.5. -7-




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Lenders means each of the financial institutions listed on the
signature pages hereof and each Eligible Assignee that shall become a party
hereto pursuant to Section 8.07. Letter of Credit Sublimit means $800,000,000. Lien means any lien (statutory or other), mortgage, pledge,
security interest or other charge or encumbrance, or any other type of
preferential arrangement (including the interest of a vendor or lessor under
any conditional sale, capitalized lease or other title retention agreement). Majority Lenders means Lenders having Pro Rata Shares of more
than 50% (provided that, for purposes of this definition, no Borrower
nor any Affiliate of a Borrower, if a Lender, shall be included in calculating
the amount of any Lenders Pro Rata Share or the amount of the Commitment
Amounts or Outstanding Credit Extensions, as applicable, required to constitute
more than 50% of the Pro Rata Shares). Material Adverse Change and Material Adverse Effect each
means, relative to any occurrence, fact or circumstances of whatsoever nature
(including any determination in any litigation, arbitration or governmental
investigation or proceeding) with respect to any Borrower, (i) any materially
adverse change in, or materially adverse effect on, the financial condition,
operations, assets or business of such Borrower and its consolidated
Subsidiaries (other than the Sithe Entities), taken as a whole (except that
changes or effects relating to such Borrowers investment in any Sithe Entity
shall not be considered in determining whether a Material Adverse Change or
Material Adverse Effect has occurred), or (ii) any materially adverse effect on
the validity or enforceability against such Borrower of this Agreement or any
applicable Note. Material Subsidiary means, with respect to Exelon, each of ComEd,
PECO and Genco and any holding company for any of the foregoing. Maturity Date means, with respect to any Borrower, the earlier of
(i) July 16, 2009 or (ii) the date on which all obligations of such Borrower
become due and payable (pursuant to Section 6.01 or otherwise). Modify and Modification  see Section 2.16.1. Moodys means Moodys Investors Service, Inc. and any successor
thereto. Moodys Rating means, at any time for any Borrower, the rating
issued by Moodys and then in effect with respect to such Borrowers senior
unsecured long-term public debt securities without third-party credit
enhancement (it being understood that if such Borrower does not have any
outstanding debt securities of the type described above but has an indicative
rating from Moodys for debt securities of such type, then such indicative
rating shall be used for determining the Moodys Rating). Multiemployer Plan means a Plan maintained pursuant to a
collective bargaining agreement or any other arrangement to which Exelon or any
other member of the Controlled Group is a party to which more than one employer
is obligated to make contributions. -8-




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Net Cash Flows From Operating Activities means, for any Borrower
for any period, Net Cash Flows provided by Operating Activities as shown on a
consolidated statement of cash flows of such Borrower for such period prepared
in accordance with GAAP, excluding any working capital changes (as
shown on such statement of cash flows) taken into account in determining such
Net Cash Flows provided by Operating Activities. Net Interest Expense means, for any Borrower for any period, the
total of (a) such Borrowers Interest Expense for such period minus (b)
to the extent that such Interest Expense to Affiliates is included in Interest
Expense and relates to interest payments on debt obligations that are
subordinated to the obligations of such Borrower under this Agreement, such
Borrowers Interest Expense to Affiliates for such period, minus (c)
such Borrowers Transitional Funding Instrument Interest for such period
minus (d) in the case of Exelon and Genco, interest on Sithe Project
Debt for such period. Nonrecourse Indebtedness 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 any
Borrower or any of their respective 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; (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. Note means a promissory note of a Borrower payable to the order
of a Lender, in substantially the form of Exhibit A, evidencing the
aggregate indebtedness of such Borrower to such Lender resulting from the
Advances made by such Lender to such Borrower. Notice of Borrowing - see Section 2.02(a). OECD means the Organization for Economic Cooperation and
Development. -9-




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Outstanding Credit Extensions means, with respect to any
Borrower, the sum of the aggregate principal amount of all outstanding Advances
to such Borrower plus all LC Obligations of such Borrower. PBGC means the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA. PECO means PECO Energy Company, a Pennsylvania corporation, or
any Eligible Successor thereof. PECO Mortgage means the First and Refunding Mortgage, dated as of
May 1, 1923, between The Counties Gas & Electric Company (to which PECO is
successor) and Fidelity Trust Company, Trustee (to which First Union National
Bank is successor), as amended, supplemented or refinanced from time to time,
provided that no effect shall be given to any amendment, supplement or
refinancing after the date of this Agreement that would broaden the definition
of excepted encumbrances as defined in the PECO Mortgage as constituted on
the date of this Agreement. PECO Sublimit means $100,000,000, subject to adjustment as
provided in Section 2.04(c). Permitted Obligations mean, with respect to Genco or any of its
Subsidiaries, (1) Hedging Obligations arising in the ordinary course of
business and in accordance with such Persons established risk management
policies that are designed to protect such Person against, among other things,
fluctuations in interest rates or currency exchange rates and which in the case
of agreements relating to interest rates shall have a notional amount no
greater than the payments due with respect to the Obligations being hedged
thereby and (2) Commodity Trading Obligations. Person means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or any
political subdivision or agency thereof. Plan means 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 as to which Exelon or any other member of the Controlled Group may
have any liability. Prime Rate means a rate per annum equal to the prime rate of
interest announced by Bank One (which is not necessarily the lowest rate
charged to any customer), changing when and as said prime rate changes. Principal Subsidiary means, with respect to a Borrower, (i) each
Utility Subsidiary of such Borrower (other than Commonwealth Edison Company of
Indiana, Inc., so long as it does not qualify as a Principal Subsidiary under
the following clause (ii)) and (ii) each other Subsidiary of such
Borrower the assets of which exceeded $250,000,000 in book value at any time
during the preceding 24-month period. -10-




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Pro Rata Share means, with respect to a Lender, a portion equal
to a fraction the numerator of which is such Lenders Commitment Amount (plus,
after the Commitments have terminated with respect to any Borrower, the
principal amount of such Lenders outstanding Advances to such Borrower plus
the amount of such Lenders participation in all of such Borrowers LC
Obligations) and the denominator of which is the aggregate amount of the
Commitment Amounts (plus, after the Commitments have terminated with respect to
any Borrower, the principal amount of all outstanding Advances to such Borrower
plus all LC Obligations of such Borrower). Register - see Section 8.07(c). Reimbursement Obligations means, with respect to any Borrower at
any time, the aggregate of all obligations of such Borrower then outstanding
under Section 2.16 to reimburse the LC Issuer for amounts paid by the LC
Issuer in respect of any one or more drawings under Facility LCs. Reportable Event means a reportable event as defined in Section
4043 of ERISA and regulations issued under such section with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided that a failure to meet the
minimum funding standard of Section 412 of the Code and Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waivers in
accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code. S&P means Standard & Poors Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto. S&P Rating means, at any time for any Borrower, the rating issued
by S&P and then in effect with respect to such Borrowers senior unsecured
long-term public debt securities without third-party credit enhancement (it
being understood that if such Borrower does not have any outstanding debt
securities of the type described above but has an indicative rating from S&P
for debt securities of such type, then such indicative rating shall be used for
determining the S&P Rating). Single Employer Plan means a Plan maintained by Exelon or any
other member of the Controlled Group for employees of Exelon or any other
member of the Controlled Group. Sithe Energies means Sithe Energies, Inc., provided that Sithe
Energies shall not be a Subsidiary until such time as it meets the requirements
of that definition. Sithe Entity means each of Sithe Energies and Sithe Holdings and
each of their respective Subsidiaries. Sithe Holdings means Exelon New England Holdings LLC (formerly
known as Sithe New England Holdings LLC). -11-




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Sithe Project Debt means Debt of any Sithe Entity for which none
of the Borrowers nor any of their Subsidiaries (other than another Sithe
Entity) has any liability, contingent or otherwise. SPC - see Section 8.07(h). Special Purpose Subsidiary means a direct or indirect wholly
owned corporate Subsidiary of ComEd or PECO, substantially all of the assets of
which are intangible transition property (as defined in Section 18-102 of the
Illinois Public Utilities Law, as amended, or in 66 Pa. Cons. Stat. Ann.
ss.2812(g) (West Supp. 1997) or any successor provision of similar import), and
proceeds thereof, formed solely for the purpose of holding such assets and
issuing such Transitional Funding Instruments, and which complies with the
requirements customarily imposed on bankruptcy-remote corporations in
receivables securitizations. Sublimit means the Exelon Sublimit, the ComEd Sublimit, the PECO
Sublimit or the Genco Sublimit. 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
or not at the time capital stock, or comparable interests, 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 such Person (whether directly or through one or more other Subsidiaries). Syndication Agent means Barclays Bank PLC in its capacity as a
syndication agent hereunder. Taxes - see Section 2.14. Transitional Funding Instrument 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 which (i) in the case of ComEd
(A) are issued pursuant to a transitional funding order (as such term is
defined in Section 18-102 of the Illinois Public Utilities Act, as amended)
issued by the Illinois Commerce Commission at the request of an electric
utility and (B) are secured by or otherwise payable from non-bypassable cent
per kilowatt hour charges authorized pursuant to such order to be applied and
invoiced to customers of such utility and (ii) in the case of PECO, are
transition bonds (as defined in 66 Pa. Cons. Stat. Ann. ss.2812(g) (West
Supp. 1997), or any successor provision of similar import), representing a
securitization of intangible transition property (as defined in the foregoing
statute). The instrument funding charges so applied and invoiced must be
deducted and stated separately from the other charges invoiced by such utility
against its customers. Transitional Funding Instrument Interest means, for any Borrower
for any period, the portion of such Borrowers Interest Expense for such period
which was payable in respect of Transitional Funding Instruments. -12-




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Transitional Funding Instrument Revenue means, for any Borrower
for any period, the portion of such Borrowers consolidated revenue for such
period attributable to charges invoiced to customers in respect of Transitional
Funding Instruments. Type - see the definition of Advance. Unfunded Liabilities means, (i) in the case of any Single
Employer Plan, the amount (if any) by which the present value of all vested
nonforfeitable benefits under such Plan exceeds the fair market value of all
Plan assets allocable to such benefits, all determined as of the then most
recent evaluation date for such Plan, and (ii) in the case of any Multiemployer
Plan, the withdrawal liability that would be incurred by the Controlled Group
if all members of the Controlled Group completely withdrew from such
Multiemployer Plan. Unmatured Event of Default means any event which (if it continues
uncured) will, with lapse of time or notice or both, become an Event of
Default. Utility Subsidiary means, with respect to a Borrower, each
Subsidiary of such Borrower that is engaged principally in the generation,
transmission, or distribution of electricity or gas and is subject to rate
regulation as a public utility by federal or state regulatory authorities. Utilization Fee Rate  see Schedule I. SECTION 1.02 Other Interpretive Provisions. In this Agreement, (a)
in the computation of periods 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; (b) unless otherwise indicated, any
reference to an Article, Section, Exhibit or
Schedule means an Article or Section hereof or an Exhibit or Schedule
hereto; and (c) the term including means including without limitation. SECTION 1.03 Accounting Principles. (a) As used in this Agreement,
GAAP shall mean generally accepted accounting principles in the United
States, applied on a basis consistent with the principles used in preparing
Exelons audited consolidated financial statements as of December 31, 2003 and
for the fiscal year then ended. In this Agreement, except to the extent, if
any, otherwise provided herein, all accounting and financial terms shall have
the meanings ascribed to such terms by GAAP, and all computations and
determinations as to accounting and financial matters shall be made in
accordance with GAAP. In the event that the financial statements generally
prepared by any Borrower apply accounting principles other than GAAP (including
as a result of any event described in Section 1.03(b)), the compliance
certificate delivered pursuant to Section 5.01(b)(iv) accompanying such
financial statements shall include information in reasonable detail reconciling
such financial statements to GAAP to the extent relevant to the calculations
set forth in such compliance certificate. (b) If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth herein and the applicable Borrower or
the Majority Lenders shall so request, the Administrative Agent, the Lenders
and such Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Majority Lenders); provided that, -13-




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until so amended, such ratio or requirement shall continue to be computed
in accordance with GAAP prior to such change therein. ARTICLE II AMOUNTS AND TERMS OF THE COMMITMENTS SECTION 2.01 Commitments. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to (a) make Advances to any
Borrower and (b) to participate in Facility LCs issued upon the request of any
Borrower, in each case from time to time during the period from the date hereof
to the Commitment Termination Date for such Borrower, in an aggregate amount
not to exceed such Lenders Commitment Amount as in effect from time to time;
provided that (i) the aggregate principal amount of all Advances by such
Lender to any Borrower shall not exceed such Lenders Pro Rata Share of the
aggregate principal amount of all Advances to such Borrower; (ii) such Lenders
participation in Facility LCs issued for the account of any Borrower shall not
exceed such Lenders Pro Rata Share of all LC Obligations of such Borrower;
(iii) the Outstanding Credit Extensions to Exelon shall not at any time exceed
the Exelon Sublimit; (iv) the Outstanding Credit Extensions to ComEd shall not
any time exceed the ComEd Sublimit; (v) the Outstanding Credit Extensions to
PECO shall not at any time exceed the PECO Sublimit; (vi) the Outstanding
Credit Extensions to Genco shall not at any time exceed the Genco Sublimit; and
(vii) the LC Obligations of all Borrowers collectively shall not at any time
exceed the Letter of Credit Sublimit. Within the foregoing limits, each
Borrower may from time to time borrow, prepay pursuant to Section 2.10
and reborrow hereunder prior to the Commitment Termination Date for such
Borrower. SECTION 2.02 Procedures for Advances; Limitations on Borrowings. (a) Any Borrower may request Advances hereunder by giving notice (a
Notice of Borrowing) to the Administrative Agent (which shall promptly
advise each Lender of its receipt thereof) not later than 10:00 A.M. (Chicago
time) on the third Business Day prior to the date of any proposed borrowing of
Eurodollar Rate Advances and on the date of any proposed borrowing of Base Rate
Advances. Each Notice of Borrowing shall be sent by telecopier, confirmed
immediately in writing, and shall be in substantially the form of Exhibit
B, specifying therein the Borrower which is requesting Advances and the
requested (i) date of borrowing (which shall be a Business Day), (ii) Type of
Advances to be borrowed, (iii) the aggregate amount of such Advances, and (iv)
in the case of a borrowing of Eurodollar Rate Advances, the initial Interest
Period therefor. Each Lender shall, before 12:00 noon (Chicago time) on the
date of such borrowing, make available for the account of its Applicable
Lending Office to the Administrative Agent at its address referred to in
Section 8.02, in same day funds, such Lenders ratable portion of the
requested borrowing. After the Administrative Agents receipt of such funds
and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the
applicable Borrower at the Administrative Agents aforesaid address. (b) Each Notice of Borrowing shall be irrevocable and binding on the
applicable Borrower. If a Notice of Borrowing requests Eurodollar Rate
Advances, the applicable Borrower shall indemnify each Lender against any loss,
cost or expense incurred by such Lender -14-




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as a result of any failure to fulfill on or before the requested borrowing
date the applicable conditions set forth in Article III, including any
loss, cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the requested Advance
to be made by such Lender. (c) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any requested borrowing (or, in the case of a
borrowing of Base Rate Advances to be made on the same Business Day as the
Administrative Agents receipt of the relevant Notice of Borrowing, prior to
10:30 A.M., Chicago time, on such Business Day) that such Lender will not make
available to the Administrative Agent such Lenders ratable portion of such
borrowing, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent on the requested borrowing date
in accordance with Section 2.02(a) and the Administrative Agent may, in
reliance upon such assumption, make available to the applicable Borrower on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such ratable portion available to the Administrative Agent,
such Lender and such Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to such
Borrower until the date such amount is repaid to the Administrative Agent, at
(i) in the case of such Borrower, the interest rate applicable at the time to
Advances made in connection with such borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lenders Advance as part of such Borrowing for purposes of this
Agreement. (d) The failure of any Lender to make the Advance to be made by it on any
borrowing date shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on such date, but no Lender shall be responsible
for the failure of any other Lender to make any Advance to be made by such
other Lender. (e) Each Borrowing of Base Rate Advances shall at all times be in an
aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000; and
each Borrowing of Eurodollar Rate Advances shall at all times be in an
aggregate amount of $10,000,000 or a higher integral multiple of $1,000,000.
Notwithstanding anything to the contrary contained herein, the Borrowers
collectively may not have more than 25 Borrowings of Eurodollar Rate Advances
outstanding at any time. SECTION 2.03 Facility and Utilization Fees. (a) Each Borrower agrees to pay to the Administrative Agent, for the
account of the Lenders according to their Pro Rata Shares, a facility fee for
the period from the Closing Date to the Commitment Termination Date for such
Borrower (or, if later, the date on which all Outstanding Credit Extensions to
such Borrower have been paid in full) in an amount equal to the Facility Fee
Rate for such Borrower multiplied by such Borrowers Sublimit (or, after the
Commitment Termination Date for such Borrower, the principal amount of all
Outstanding Credit Extensions to such Borrower), payable on the last day of
each March, June, September and December and on the Final Termination Date for
such Borrower (and, if applicable, thereafter on demand). -15-




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(b) Utilization Fee. Each Borrower agrees to pay to the
Administrative Agent, for the account of the Lenders according to their Pro
Rata Shares, a utilization fee for each day on which either (i) the Outstanding
Credit Extensions to all Borrowers exceed 50% of the aggregate amount of the
Commitment Amounts or (ii) such Borrowers Outstanding Credit Extensions exceed
50% of such Borrowers Sublimit, in each case in an amount equal to the
Utilization Fee Rate for such Borrower multiplied by such Borrowers
Outstanding Credit Extensions on such day, payable on the last day of each
March, June, September and December and on the Commitment Termination Date for
such Borrower. SECTION 2.04 Reduction of Commitment Amounts; Adjustment of
Sublimits. (a) Each Borrower shall have the right, upon at least two
Business Days notice to the Administrative Agent, to ratably reduce the
respective Commitment Amounts of the Lenders in accordance with their Pro Rata
Shares; provided that no Borrower may reduce the Commitment Amounts by
an aggregate amount that is greater than the remainder of the amount of such
Borrowers Sublimit minus the Outstanding Credit Extensions to such Borrower;
and provided, further, that each partial reduction of the
Commitment Amounts shall be in the aggregate amount of $10,000,000 or an
integral multiple thereof. Once reduced pursuant to this Section 2.04,
the Commitment Amounts may not be increased. (b) Any Borrower shall have the right at any time such Borrowers Sublimit
has been reduced to zero, upon at least two Business Days notice to the
Administrative Agent, to terminate the Commitment of each Lender with respect
to such Borrower in its entirety (but only if such Borrower concurrently pays
all of its obligations hereunder). Upon any such termination, such Borrower
shall cease to be a party hereto and shall no longer have any rights or
obligations hereunder (except under provisions hereof which by their terms
would survive any termination hereof). (c) The Borrowers may from time to time so long as no Event of Default or
Unmatured Event of Default exists with respect to any Borrower, upon not less
than five Business Days notice to the Administrative Agent (which shall
promptly notify each Lender), change their respective Sublimits; provided that
(i) the sum of the Sublimits shall at all times be equal to the aggregate
amount of the Commitment Amounts; and (ii) after giving effect to any
adjustment of the Sublimits, (A) each Sublimit shall be an integral multiple of
$50,000,000 (except that one Sublimit may not be such an integral multiple if
the aggregate amount of the Commitment Amounts is not an integral multiple of
$50,000,000); (B) no Borrowers Sublimit shall exceed $750,000,000; (C) the
Outstanding Credit Extensions to Exelon shall not exceed the Exelon Sublimit;
(D) the Outstanding Credit Extensions to ComEd shall not exceed the ComEd
Sublimit; (E) the Outstanding Credit Extensions to Genco shall not exceed the
Genco Sublimit and (F) the Outstanding Credit Extensions to PECO shall not
exceed the PECO Sublimit. SECTION 2.05 Repayment of Advances. Each Borrower shall repay the
principal amount of all Advances made to it on or before the Maturity Date for
such Borrower. SECTION 2.06 Interest on Advances. Each Borrower shall pay
interest on the unpaid principal amount of each Advance made to it from the
date of such Advance until such principal amount shall be paid in full, at the
following rates per annum: -16-




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(a) At all times such Advance is a Base Rate Advance, a rate per annum
equal to the Base Rate in effect from time to time, payable quarterly on the
last day of each March, June, September and December and on the date such Base
Rate Advance is converted to a Eurodollar Rate Advance or paid in full. (b) Subject to Section 2.07, at all times such Advance is a
Eurodollar Rate Advance, a rate per annum equal to the sum of the Eurodollar
Rate for each applicable Interest Period plus the Applicable Margin in
effect from time to time for such Borrower, payable on the last day of each
Interest Period for such Eurodollar Rate Advance (and, if any Interest Period
for such Advance is six months, on the day that is three months after the first
day of such Interest Period) or, if earlier, on the date such Eurodollar Rate
Advance is converted to a Base Rate Advance or paid in full. SECTION 2.07 Additional Interest on Eurodollar Advances. Each
Borrower shall pay to each Lender, so long as such Lender shall be required
under regulations of the Board of Governors of the Federal Reserve System to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on the unpaid principal
amount of each Eurodollar Rate Advance of such Lender made to such Borrower,
from the date of such Advance until such principal amount is paid in full or
converted to a Base Rate Advance, at an interest rate per annum equal to the
remainder obtained by subtracting (i) the Eurodollar Rate for each Interest
Period for such Advance from (ii) the rate obtained by dividing such Eurodollar
Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
of such Lender for such Interest Period, payable on each date on which interest
is payable on such Advance; provided that no Lender shall be entitled to
demand such additional interest more than 90 days following the last day of the
Interest Period in respect of which such demand is made; provided,
further, that the foregoing proviso shall in no way limit the right of
any Lender to demand or receive such additional interest to the extent that
such additional interest relates to the retroactive application of the reserve
requirements described above if such demand is made within 90 days after the
implementation of such retroactive reserve requirements. Such additional
interest shall be determined by the applicable Lender and notified to the
applicable Borrower through the Administrative Agent, and such determination
shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.08 Interest Rate Determination. (a) The Administrative
Agent shall give prompt notice to the applicable Borrower and the Lenders of
each applicable interest rate determined by the Administrative Agent for
purposes of Section 2.06(a) or (b). (b) If, with respect to any Eurodollar Rate Advances, the Majority Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest
Period for such Advances will not adequately reflect the cost to such Majority
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the applicable Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor (unless
prepaid or converted to a Base Rate Advance prior to such day),
convert into a Base Rate Advance, and -17-




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(ii) the obligation of the Lenders to make, continue or
convert into Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the applicable Borrower and the
Lenders that the circumstances causing such suspension no longer
exist. SECTION 2.09 Continuation and Conversion of Advances. (a) Any
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 10:00 A.M. (Chicago time) on the third Business Day prior to the
date of any proposed continuation of or conversion into Eurodollar Rate
Advances, and on the date of any proposed conversion into Base Rate Advances,
and subject to the provisions of Sections 2.08 and 2.12, continue
Eurodollar Rate Advances for a new Interest Period or convert a Borrowing of
Advances of one Type into Advances of the other Type; provided that any
continuation of Eurodollar Rate Advances or conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made on, and only on, the last day of
an Interest Period for such Eurodollar Rate Advances, unless, in the case of
such a conversion, such Borrower shall also reimburse the Lenders pursuant to
Section 8.04(b) on the date of such conversion. Each such notice of a
continuation or conversion shall, within the restrictions specified above,
specify (i) the date of such continuation or conversion, (ii) the Advances to
be continued or converted, and (iii) in the case of continuation of or
conversion into Eurodollar Rate Advances, the duration of the Interest Period
for such Advances. (b) If a Borrower shall fail to select the Type of any Advance or the
duration of any Interest Period for any Borrowing of Eurodollar Rate Advances
in accordance with the provisions contained in the definition of Interest
Period in Section 1.01 and Section 2.09(a), the Administrative
Agent will forthwith so notify such Borrower and the Lenders and such Advances
will automatically, on the last day of the then existing Interest Period
therefor, convert into Base Rate Advances. SECTION 2.10 Prepayments. Any Borrower may, upon notice to the
Administrative Agent at least three Business Days prior to any prepayment of
Eurodollar Rate Advances, or one Business Days notice prior to any prepayment
of Base Rate Advances, in each case stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given that Borrower
shall, prepay the outstanding principal amounts of the Advances made as part of
the same Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the principal amount prepaid; provided
that (i) each partial prepayment shall be in an aggregate principal amount not
less than $10,000,000 or a higher integral multiple of $1,000,000 in the case
of any prepayment of Eurodollar Rate Advances and $5,000,000 or a higher
integral multiple of $1,000,000 in the case of any prepayment of Base Rate
Advances, and (ii) in the case of any such prepayment of a Eurodollar Rate
Advance, such Borrower shall be obligated to reimburse the Lenders pursuant to
Section 8.04(b) on the date of such prepayment. SECTION 2.11 Increased Costs. (a) If on or after the date of this
Agreement, any Lender or the LC Issuer determines that (i) the introduction of
or any change (other than, in the case of Eurodollar Rate Advances, any change
by way of imposition or increase of reserve requirements, included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force
of law) shall increase the cost to such Lender or the LC Issuer, as the case
may be, of agreeing to make or making, funding or -18-




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maintaining Eurodollar Rate Advances or of issuing or participating in any
Facility LC, then the applicable Borrower shall from time to time, upon demand
by such Lender (with a copy of such demand to the Administrative Agent) or the
LC Issuer, as applicable, pay to the Administrative Agent for the account of
such Lender additional amounts (without duplication of any amount payable
pursuant to Section 2.14) sufficient to compensate such Lender or the LC
Issuer, as applicable, for such increased cost; provided that no Lender
shall be entitled to demand such compensation more than 90 days following the
last day of the Interest Period in respect of which such demand is made and the
LC Issuer shall not be entitled to demand such compensation more than 90 days
following the expiration or termination (by a drawing or otherwise) of the
Facility LC in respect of which such demand is made; provided,
further, that the foregoing proviso shall in no way limit the right of
any Lender or the LC Issuer to demand or receive such compensation to the
extent that such compensation relates to the retroactive application of any
law, regulation, guideline or request described in clause (i) or
(ii) above if such demand is made within 90 days after the
implementation of such retroactive law, interpretation, guideline or request.
A certificate as to the amount of such increased cost, submitted to the
applicable Borrower and the Administrative Agent by a Lender or the LC Issuer,
shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender or the LC Issuer determines that, after the date of this
Agreement, compliance with any law or regulation or any guideline or request
from any central bank or other governmental authority (whether or not having
the force of law) regarding capital adequacy requirements affects or would
affect the amount of capital required or expected to be maintained by such
Lender or the LC Issuer or any Person controlling such Lender or the LC Issuer
(including, in any event, any determination after the date of this Agreement by
any such governmental authority or central bank that, for purposes of capital
adequacy requirements, any Lenders Commitment to a Borrower or the LC Issuers
commitment to issue Facility LCs for the account of such Borrower as the case
may be does not constitute a commitment with an original maturity of less than
one year) and that the amount of such capital is increased by or based upon the
existence of such Lenders Commitment to such Borrower or the LC Issuers
commitment to issue Facility LCs for the account of such Borrower, as
applicable, or the Advances made by such Lender to such Borrower or
Reimbursement Obligations owed to the LC Issuer by such Borrower, as the case
may be, then, upon demand by such Lender (with a copy of such demand to the
Administrative Agent) or the LC Issuer, as applicable, such Borrower shall
immediately pay to the Administrative Agent for the account of such Lender or
LC Issuer, as applicable, from time to time as specified by such Lender or the
LC Issuer, as applicable, additional amounts sufficient to compensate such
Lender, the LC Issuer or such controlling Person, as applicable, in the light
of such circumstances, to the extent that such Lender determines such increase
in capital to be allocable to the existence of such Lenders Commitment to such
Borrower or the Advances made by such Lender to such Borrower or the LC Issuer
determines such increase in capital to be allocable to the LC Issuers
commitment to issue Facility LCs for the account of such Borrower or the
Reimbursement Obligations owed by such Borrower to the LC Issuer;
provided that no Lender or the LC Issuer shall be entitled to demand
such compensation more than one year following the payment to or for the
account of such Lender of all other amounts payable hereunder by such Borrower
and under any Note of such Borrower held by such Lender and the termination of
such Lenders Commitment to such Borrower and the LC Issuer shall not be
entitled to demand such compensation more than one year after the expiration or
termination (by drawing or otherwise) of all Facility LCs issued for -19-




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the account of such Borrower and the termination of the LC Issuers
commitment to issue Facility LCs for the account of such Borrower;
provided, further, that the foregoing proviso shall in no way
limit the right of any Lender or the LC Issuer to demand or receive such
compensation to the extent that such compensation relates to the retroactive
application of any law, regulation, guideline or request described above if
such demand is made within one year after the implementation of such
retroactive law, interpretation, guideline or request. A certificate as to
such amounts submitted to the applicable Borrower and the Administrative Agent
by the applicable Lender or the LC Issuer shall be conclusive and binding, for
all purposes, absent manifest error. (c) Any Lender claiming compensation pursuant to this Section 2.11
shall use its best efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Applicable Lending
Office if the making of such a change would avoid the need for, or reduce the
amount of, any such compensation that may thereafter accrue and would not, in
the reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender. SECTION 2.12 Illegality. Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for such Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the
obligation of such Lender to make, continue or convert Advances into Eurodollar
Rate Advances shall be suspended (subject to the following paragraph of this
Section 2.12) until the Administrative Agent shall notify the applicable
Borrower and the Lenders that the circumstances causing such suspension no
longer exist and (ii) all Eurodollar Rate Advances of such Lender then
outstanding shall, on the last day of the then applicable Interest Period (or
such earlier date as such Lender shall designate upon not less than five
Business Days prior written notice to the Administrative Agent), be
automatically converted into Base Rate Advances. If the obligation of any Lender to make, continue or convert into
Eurodollar Rate Advances has been suspended pursuant to the preceding
paragraph, then, unless and until the Administrative Agent shall notify the
applicable Borrower and the Lenders that the circumstances causing such
suspension no longer exist, (i) all Advances that would otherwise be made by
such Lender as Eurodollar Rate Advances shall instead be made as Base Rate
Advances and (ii) to the extent that Eurodollar Rate Advances of such Lender
have been converted into Base Rate Advances pursuant to the preceding paragraph
or made instead as Base Rate Advances pursuant to the preceding clause
(i), all payments and prepayments of principal that would have otherwise
been applied to such Eurodollar Rate Advances of such Lender shall be applied
instead to such Base Rate Advances of such Lender. SECTION 2.13 Payments and Computations. (a) Each Borrower shall
make each payment hereunder and under any Note issued by such Borrower not
later than 10:00 A.M. (Chicago time) on the day when due in U.S. dollars to the
Administrative Agent at its address referred to in Section 8.02 in same
day funds without setoff, counterclaim or other deduction. The Administrative
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal, interest, facility fees, utilization fees and letter
of credit fees ratably -20-




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(other than amounts payable pursuant to Section 2.02(b),
2.07, 2.11, 2.14 or 8.04(b)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(d), from and after the effective
date specified in such Assignment and Acceptance, the Administrative Agent
shall make all payments hereunder in respect of the interest assigned thereby
to the Lender assignee thereunder, and the parties to such Assignment and
Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves. (b) Each Borrower hereby authorizes each Lender, if and to the extent any
payment owed to such Lender by such Borrower is not made when due hereunder, to
charge from time to time against any or all of such Borrowers accounts with
such Lender any amount so due. (c) All computations of interest based on the Prime Rate shall be made by
the Administrative Agent on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the Eurodollar Rate or the
Federal Funds Rate and of fees shall be made by the Administrative Agent, and
all computations of interest pursuant to Section 2.07 shall be made by a
Lender, on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable. Each determination by the
Administrative Agent (or, in the case of Section 2.07, by a Lender) of
an interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error. (d) Whenever any payment hereunder shall be stated to be due on a day
other than 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 any interest or fees, as the case may be; provided that
if such extension would cause payment of interest on or principal of a
Eurodollar Rate Advance to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day. (e) Unless the Administrative Agent shall have received notice from a
Borrower prior to the date on which any payment is due by such Borrower to the
Lenders hereunder that such Borrower will not make such payment in full, the
Administrative Agent may assume that such Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to
the extent that such Borrower shall not have so made such payment in full to
the Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate. -21-




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(f) Notwithstanding anything to the contrary contained herein, any amount
payable by a Borrower hereunder that is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall (to the fullest extent permitted
by law) bear interest from the date when due until paid in full at a rate per
annum equal at all times to the Base Rate plus 2%, payable upon demand. SECTION 2.14 Taxes. (a) Any and all payments by any Borrower
hereunder or under any Note issued by such Borrower shall be made, in
accordance with Section 2.13, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender, the LC Issuer and the Administrative Agent, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
under the laws of which such Lender, the LC Issuer or the Administrative Agent
(as the case may be) is organized or any political subdivision thereof and, in
the case of each Lender, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction of such Lenders Applicable Lending 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 a Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note issued by such Borrower to any Lender, the LC Issuer or the Administrative
Agent, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.14) such Lender, the LC Issuer or the
Administrative Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) such Borrower
shall make such deductions and (iii) such Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law. (b) In addition, each Borrower severally agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies to the extent arising from the execution, delivery or
registration of this Agreement or any Note (hereinafter referred to as
Other Taxes), in each case to the extent attributable to such
Borrower; it being understood that to the extent any Other Taxes so
payable are not attributable to any particular Borrower, each Borrower shall
pay its proportionate share thereof according to the amounts of the Borrowers
respective Sublimits at the time such Other Taxes arose. (c) No Lender may claim or demand payment or reimbursement in respect of
any Taxes or Other Taxes pursuant to this Section 2.14 if such Taxes or
Other Taxes, as the case may be, were imposed solely as the result of a
voluntary change in the location of the jurisdiction of such Lenders
Applicable Lending Office. (d) Each Borrower will indemnify each Lender, the LC Issuer and the
Administrative Agent for the full amount of Taxes or Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) paid by such Lender, the LC Issuer or the Administrative
Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted, in each case to the extent
attributable to such Borrower; it being understood that to the extent
any Taxes, Other Taxes or other liabilities described above are not
attributable to a particular Borrower, each Borrower shall -22-




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pay its proportionate share thereof according to the amounts of the
Borrowers respective Sublimits at the time such Taxes, Other Taxes or other
liability arose. This indemnification shall be made within 30 days from the
date such Lender, the LC Issuer or the Administrative Agent (as the case may
be) makes written demand therefor. (e) Prior to the date of an initial borrowing hereunder in the case of
each Lender listed on the signature pages hereof, and on the date of the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender, and from time to time thereafter within 30 days from the
date of request if requested by any Borrower or the Administrative Agent, each
Lender organized under the laws of a jurisdiction outside the United States
shall provide the Administrative Agent and each Borrower with the forms
prescribed by the Internal Revenue Service of the United States certifying that
such Lender is exempt from United States withholding taxes with respect to all
payments to be made to such Lender hereunder and under any Note. If for any
reason during the term of this Agreement, any Lender becomes unable to submit
the forms referred to above or the information or representations contained
therein are no longer accurate in any material respect, such Lender shall
notify the Administrative Agent and the Borrowers in writing to that effect.
Unless the Borrowers and the Administrative Agent have received forms or other
documents satisfactory to them indicating that payments hereunder or under any
Note are not subject to United States withholding tax, the Borrowers or the
Administrative Agent shall withhold taxes from such payments at the applicable
statutory rate in the case of payments to or for any Lender organized under the
laws of a jurisdiction outside the United States and no Lender may claim or
demand payment or reimbursement for such withheld taxes pursuant to this
Section 2.14. (f) Any Lender claiming any additional amounts payable pursuant to this
Section 2.14 shall use its best efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Applicable Lending Office if the making of such a change would avoid the need
for, or reduce the amount of, any such additional amounts which may thereafter
accrue and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. (g) If a Borrower makes any additional payment to any Lender pursuant to
this Section 2.14 in respect of any Taxes or Other Taxes, and such
Lender determines that it has received (i) a refund of such Taxes or Other
Taxes or (ii) a credit against or relief or remission for, or a reduction in
the amount of, any tax or other governmental charge attributable solely to any
deduction or credit for any Taxes or Other Taxes with respect to which it has
received payments under this Section 2.14, such Lender shall, to the
extent that it can do so without prejudice to the retention of such refund,
credit, relief, remission or reduction, pay to such Borrower such amount as
such Lender shall have determined to be attributable to the deduction or
withholding of such Taxes or Other Taxes. If, within one year after the
payment of any such amount to such Borrower, such Lender determines that it was
not entitled to such refund, credit, relief, remission or reduction to the full
extent of any payment made pursuant to the first sentence of this Section
2.14(g), such Borrower shall upon notice and demand of such Lender promptly
repay the amount of such overpayment. Any determination made by a Lender
pursuant to this Section 2.14(g) shall in the absence of bad faith or
manifest error be conclusive, and nothing in this Section 2.14(g) shall
be construed as requiring any Lender to conduct its business or to arrange or
alter in any respect its tax or financial affairs (except as required by -23-




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Section 2.14(f)) so that it is entitled to receive such a refund,
credit or reduction or as allowing any Person to inspect any records, including
tax returns, of such Lender. (h) Without prejudice to the survival of any other agreement of any
Borrower or any Lender hereunder, the agreements and obligations of the
Borrowers and the Lenders contained in this Section 2.14 shall survive
the payment in full of principal and interest hereunder and the termination of
this Agreement; provided that no Lender shall be entitled to demand any
payment from a Borrower under this Section 2.14 more than one year
following the payment to or for the account of such Lender of all other amounts
payable by such Borrower hereunder and under any Note issued by such Borrower
to such Lender and the termination of such Lenders Commitment to such
Borrower; provided, further, that the foregoing proviso shall in
no way limit the right of any Lender to demand or receive any payment under
this Section 2.14 to the extent that such payment relates to the
retroactive application of any Taxes or Other Taxes if such demand is made
within one year after the implementation of such Taxes or Other Taxes. SECTION 2.15 Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Advances made by it to any Borrower
or its participation interest in any Facility LC issued for the account of any
Borrower (other than pursuant to Section 2.02(b), 2.07,
2.11, 2.14 or 8.04(b)) in excess of its ratable share of
payments on account of the Advances to such Borrower and Facility LCs issued
for the account of such Borrower obtained by all Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Advances
made by them to such Borrower and/or LC Obligations of such Borrower as shall
be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them, provided that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lenders ratable share (according to the
proportion of (i) the amount of such Lenders required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. The Borrowers agree that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.15 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the applicable Borrower in the
amount of such participation. SECTION 2.16 Facility LCs. SECTION 2.16.1 Issuance. The LC Issuer hereby agrees, on the
terms and conditions set forth in this Agreement (including the
limitations set forth in Section 2.01), upon the request of any
Borrower, to issue standby letters of credit and to renew, extend,
increase or otherwise modify Facility LCs (Modify, and each such
action a Modification) for such Borrower, from time to time from
and including the date of this Agreement and prior to the Commitment
Termination Date for such Borrower. Facility LCs may be issued, at any
Borrowers request, for any proper corporate or limited liability company
purpose, as applicable, including for the provision of credit -24-




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enhancement and/or liquidity support for any existing or future
tax-exempt or taxable debt issuance (including the existing tax-exempt
debt issuances listed on Schedule IV). No Facility LC shall have
an expiry date later than 5 Business Days prior to the scheduled
Commitment Termination Date. By their execution of this Agreement, the
parties hereto agree that on the Closing Date (without any further action
by any Person), each Existing Letter of Credit shall be deemed to have
been issued under this Agreement and the rights and obligations of the
issuer and the account party thereunder shall be subject to the terms
hereof. SECTION 2.16.2 Participations. Upon the issuance or
Modification by the LC Issuer of a Facility LC in accordance with this
Section 2.16 (or, in this case of the Existing Letters of Credit,
on the Closing Date), the LC Issuer shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably sold
to each Lender, and each Lender shall be deemed, without further action
by any party hereto, to have unconditionally and irrevocably purchased
from the LC Issuer, a participation in such Facility LC (and each
Modification thereof) and the related LC Obligations in proportion to its
Pro Rata Share. SECTION 2.16.3 Notice. Subject to Section 2.16.1, the
applicable Borrower shall give the LC Issuer notice prior to 10:00 A.M.
(Chicago time) at least five Business Days prior to the proposed date of
issuance or Modification of each Facility LC, specifying the beneficiary,
the proposed date of issuance (or Modification) and the expiry date of
such Facility LC, and describing the proposed terms of such Facility LC
and the nature of the transactions proposed to be supported thereby.
Upon receipt of such notice, the LC Issuer shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify
each Lender, of the contents thereof and of the amount of such Lenders
participation in such proposed Facility LC. The issuance or Modification
by the LC Issuer of any Facility LC shall, in addition to the applicable
conditions precedent set forth in Article III (the satisfaction of
which the LC Issuer shall have no duty to ascertain; provided that
the LC Issuer shall not issue any Facility LC if the LC Issuer shall have
received written notice (which has not been rescinded) from the
Administrative Agent or any Lender that any applicable condition
precedent to the issuance or modification of such Facility LC has not
been satisfied and, in fact, such condition precedent is not satisfied at
the requested time of issuance), be subject to the conditions precedent
that such Facility LC shall be satisfactory to the LC Issuer and that the
applicable Borrower shall have executed and delivered such application
agreement and/or such other instruments and agreements relating to such
Facility LC as the LC Issuer shall have reasonably requested (each a
Facility LC Application). In the event of any conflict between
the terms of this Agreement and the terms of any Facility LC Application,
the terms of this Agreement shall control. SECTION 2.16.4 LC Fees. Each Borrower shall pay to the
Agent, for the account of the Lenders ratably in accordance with their
respective Pro Rata Shares, with respect to each Facility LC issued for
the account of such Borrower, a letter of credit fee at a per annum rate
equal to the LC Fee Rate to such Borrower in effect from time to time on
the average daily undrawn stated amount under such Facility LC, such fee
to be payable in arrears on the last day of each March, June, September
and December and on -25-




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the Maturity Date for such Borrower (and thereafter on demand).
Each Borrower shall also pay to the LC Issuer for its own account (x) a
fronting fee in an amount and at the times agreed upon between the LC
Issuer and such Borrower and (y) documentary and processing charges in
connection with the issuance or Modification of and draws under Facility
LCs in accordance with the LC Issuers standard schedule for such charges
as in effect from time to time. SECTION 2.16.5 Administration; Reimbursement by Lenders.
Upon receipt from the beneficiary of any Facility LC of any demand for
payment under such Facility LC, the LC Issuer shall notify the
Administrative Agent and the Administrative Agent shall promptly notify
the applicable Borrower and each Lender as to the amount to be paid by
the LC Issuer as a result of such demand and the proposed payment date
(the LC Payment Date). The responsibility of the LC Issuer to
the applicable Borrower and each Lender shall be only to determine that
the documents (including each demand for payment) delivered under each
Facility LC in connection with such presentment shall be in conformity in
all material respects with such Facility LC. The LC Issuer shall
endeavor to exercise the same care in the issuance and administration of
the Facility LCs as it does with respect to letters of credit in which no
participations are granted, it being understood that in the absence of
any gross negligence or willful misconduct by the LC Issuer, each Lender
shall be unconditionally and irrevocably liable, without regard to the
occurrence of the Commitment Termination Date, the occurrence of any
Event of Default or Unmatured Event of Default or any condition precedent
whatsoever, to reimburse the LC Issuer on demand for (i) such Lenders
Pro Rata Share of the amount of each payment made by the LC Issuer under
each Facility LC to the extent such amount is not reimbursed by the
applicable Borrower pursuant to Section 2.16.6, plus (ii) interest
on the foregoing amount to be reimbursed by such Lender, for each day
from the date of the LC Issuers demand for such reimbursement (or, if
such demand is made after 11:00 A.M. (Chicago time) on such day, from the
next succeeding Business Day) to the date on which such Lender pays the
amount to be reimbursed by it, at a rate of interest per annum equal to
the Federal Funds Rate for the first three days and, thereafter, at the
Base Rate. SECTION 2.16.6 Reimbursement by Borrowers. Each Borrower
shall be irrevocably and unconditionally obligated to reimburse the LC
Issuer on or before the applicable LC Payment Date for any amount to be
paid by the LC Issuer upon any drawing under any Facility LC issued for
the account of such Borrower, without presentment, demand, protest or
other formalities of any kind; provided that neither the
applicable Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered
by such Borrower or such Lender to the extent, but only to the extent,
caused by (i) the willful misconduct or gross negligence of the LC Issuer
in determining whether a request presented under any Facility LC complied
with the terms of such Facility LC or (ii) the LC Issuers failure to pay
under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC. All such
amounts paid by the LC Issuer and remaining unpaid by the applicable
Borrower shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the Base Rate plus 2%. The LC Issuer will
pay to each Lender ratably in accordance with its Pro Rata Share all
amounts received by it from any Borrower for application in payment, in
whole or in part, of the -26-




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Reimbursement Obligation in respect of any Facility LC issued by the
LC Issuer, but only to the extent such Lender has made payment to the LC
Issuer in respect of such Facility LC pursuant to Section 2.16.5.
So long as the Commitment Termination Date has not occurred with respect
to a Borrower, but subject to the terms and conditions of this Agreement
(including the submission of a Notice of Borrowing in compliance with
Section 2.02 and the satisfaction of the applicable conditions
precedent set forth in Article III), such Borrower may request
Advances hereunder for the purpose of satisfying any Reimbursement
Obligation. SECTION 2.16.7 Obligations Absolute. Each Borrowers
obligations under this Section 2.16 shall be absolute and
unconditional under any and all circumstances and irrespective of any
setoff, counterclaim or defense to payment which such Borrower may have
against the LC Issuer, any Lender or any beneficiary of a Facility LC.
Each Borrower agrees with the LC Issuer and the Lenders that the LC
Issuer and the Lenders shall not be responsible for, and such Borrowers
Reimbursement Obligation in respect of any Facility LC issued for its
account shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such
documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among such Borrower, any
of its Affiliates, the beneficiary of any Facility LC or any financing
institution or other party to whom any Facility LC may be transferred or
any claims or defenses whatsoever of such Borrower or of any of its
Affiliates against the beneficiary of any Facility LC or any such
transferee. The LC Issuer shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Facility
LC. Each Borrower agrees that any action taken or omitted by the LC
Issuer or any Lender under or in connection with any Facility LC issued
for the account of such Borrower and the related drafts and documents, if
done without gross negligence or willful misconduct, shall be binding
upon such Borrower and shall not put the LC Issuer or any Lender under
any liability to such Borrower. Nothing in this Section 2.16.7 is
intended to limit the right of any Borrower to make a claim against the
LC Issuer for damages as contemplated by the proviso to the first
sentence of Section 2.16.6. SECTION 2.16.8 Actions of LC Issuer. The LC Issuer shall be
entitled to rely, and shall be fully protected in relying, upon any
Facility LC, draft, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the LC Issuer. The LC Issuer
shall be fully justified in failing or refusing to take any action under
this Agreement unless it shall first have received such advice or
concurrence of the Majority Lenders as it reasonably deems appropriate or
it shall first be indemnified to its reasonable satisfaction by the
Lenders against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action.
Notwithstanding any other provision of this Section 2.16, the LC
Issuer shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement in accordance with a request of the
Majority Lenders, and such request and any action -27-




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taken or failure to act pursuant thereto shall be binding upon the
Lenders and any future holder of a participation in any Facility LC. SECTION 2.16.9 Indemnification. Each Borrower hereby agrees
to indemnify and hold harmless each Lender, the LC Issuer and the Agent,
and their respective directors, officers, agents and employees, from and
against any and all claims and damages, losses, liabilities, costs or
expenses which such Lender, the LC Issuer or the Agent may incur (or
which may be claimed against such Lender, the LC Issuer or the Agent by
any Person whatsoever) by reason of or in connection with the issuance,
execution and delivery or transfer of or payment or failure to pay under
any Facility LC issued for the account of such Borrower or any actual or
proposed use of any such Facility LC, including any claims, damages,
losses, liabilities, costs or expenses which the LC Issuer may incur by
reason of or in connection with (i) the failure of any other Lender to
fulfill or comply with its obligations to the LC Issuer hereunder (but
nothing herein contained shall affect any right such Borrower may have
against any defaulting Lender) or (ii) by reason of or on account of the
LC Issuer issuing any such Facility LC which specifies that the term
Beneficiary included therein includes any successor by operation of law
of the named Beneficiary, but which Facility LC does not require that any
drawing by any such successor Beneficiary be accompanied by a copy of a
legal document, satisfactory to the LC Issuer, evidencing the appointment
of such successor Beneficiary; provided that no Borrower shall be
required to indemnify any Lender, the LC Issuer or the Agent for any
claims, damages, losses, liabilities, costs or expenses to the extent,
but only to the extent, caused by (x) the willful misconduct or gross
negligence of the LC Issuer in determining whether a request presented
under any Facility LC complied with the terms of such Facility LC or (y)
the LC Issuers failure to pay under any Facility LC after the
presentation to it of a request strictly complying with the terms and
conditions of such Facility LC. Nothing in this Section 2.16.9 is
intended to limit the obligations of any Borrower under any other
provision of this Agreement. SECTION 2.16.10 Lenders Indemnification. Each Lender shall,
ratably in accordance with its Pro Rata Share, indemnify the LC Issuer,
its affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Borrower) against any
cost, expense (including reasonable counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees gross negligence or willful misconduct or the LC Issuers
failure to pay under any Facility LC after the presentation to it of a
request strictly complying with the terms and conditions of the Facility
LC) that such indemnitees may suffer or incur in connection with this
Section 2.16 or any action taken or omitted by such indemnitees
hereunder. SECTION 2.16.11 Rights as a Lender. In its capacity as a
Lender, the LC Issuer shall have the same rights and obligations as any
other Lender. ARTICLE III CONDITIONS TO CREDIT EXTENSIONS -28-




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SECTION 3.01 Conditions Precedent to Initial Credit Extensions. No
Lender shall be obligated to make any Advance, and the LC Issuer shall not be
obligated to issue any Facility LC, unless the Administrative Agent shall have
received (a) evidence, satisfactory to the Administrative Agent, that the
Borrowers have paid (or will pay with the proceeds of the initial Credit
Extensions) all amounts then payable under the Existing Agreement and that all
Commitments under and as defined in the Existing Agreement have been (or
concurrently with the initial Advances will be) terminated, (b) evidence,
satisfactory to the Administrative Agent, that the Commitments under and as
defined in the Three Year Credit Agreement dated as of October 31, 2003 among
the Borrowers, various financial institutions and Bank One, NA, as agent, have
been reduced by $250,000,000 and that the maximum available Sublimit for any
Borrower thereunder has been reduced to $250,000,000 and (c) each of the
following documents, each dated the date of the initial Credit Extension (or an
earlier date satisfactory to the Administrative Agent, in form and substance
satisfactory to the Administrative Agent and each (except for any Note) in
sufficient copies to provide one for each Lender: (i) Notes issued by each Borrower in favor of each Lender that
has requested a Note to evidence its Advances; (ii) Certified copies of resolutions of the Board of Directors
or equivalent managing body of each Borrower approving the
transactions contemplated by this Agreement and of all documents
evidencing other necessary organizational action of such Borrower
with respect to this Agreement and the documents contemplated
hereby; (iii) A certificate of the Secretary or an Assistant Secretary
of each Borrower certifying (A) the names and true signatures of
the officers of such Borrower authorized to sign this Agreement and
the other documents to be delivered hereunder; (B) that attached
thereto are true and correct copies of the articles or certificate
of incorporation and by-laws, or equivalent organizational
documents, of such Borrower, in each case in effect on such date;
and (C) that attached thereto are true and correct copies of all
governmental and regulatory authorizations and approvals required
for the due execution, delivery and
performance by such Borrower of this Agreement and the
documents contemplated hereby; (iv) A certificate signed by either the chief financial
officer, principal accounting officer or treasurer of each Borrower
stating that (A) the representations and warranties contained in
Section 4.01 are correct on and as of the date of such
certificate as though made on and as of such date and (B) no Event
of Default or Unmatured Event of Default has occurred and is
continuing on the date of such certificate; and (v) A favorable opinion of Ballard Spahr Andrews & Ingersoll
LLC, counsel for the Borrowers, substantially in the form of
Exhibit D-1; and a favorable opinion of Sidley Austin Brown
& Wood LLP, counsel to ComEd, substantially in the form of
Exhibit D-2. -29-




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SECTION 3.02 Conditions Precedent to All Credit Extensions. The
obligation of each Lender to make any Advance to any Borrower and of the LC
Issuer to issue or modify any Facility LC for the account of any Borrower shall
be subject to the further conditions precedent that on the date of such Credit
Extension the following statements shall be true, and (a) the giving of the
applicable Notice of Borrowing and the acceptance by the applicable Borrower of
the proceeds of Advances pursuant thereto and (b) the request by a Borrower for
the issuance or Modification of a Facility LC shall, in each case, constitute a
representation and warranty by such Borrower that on the date of the making of
such Advances or the issuance or Modification of such Facility LC such
statements are true: (A) The representations and warranties of such Borrower contained in
Section 4.01 are correct on and as of the date of such Credit
Extension, before and after giving effect to such Credit Extension and,
in the case of the making of Advances, the application of the proceeds
therefrom, as though made on and as of such date; provided that
this Section 3.02(A) shall not apply to the representations and
warranties set forth in Sections 4.01(e)(i)(B), 4.01(e)(ii)(B),
4.01(e)(iii)(B) and 4.01(e)(iv)(B) and the first sentence of
Section 4.01(f) with respect to a Borrowing if the proceeds of
such Borrowing will be used exclusively to repay such Borrowers
commercial paper (and, in the event of any such Borrowing, the
Administrative Agent may require the applicable Borrower to deliver
information sufficient to disburse the proceeds of such Borrowing
directly to the holders of such commercial paper or a paying agent
therefor); and (B) No event has occurred and is continuing, or would result from
such Credit Extension or, in the case of the making of Advances, from the
application of the proceeds therefrom, that constitutes an Event of
Default or Unmatured Event of Default with respect to such Borrower. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01 Representations and Warranties of the Borrowers. Each
Borrower represents and warrants as follows: (a) Such Borrower is a corporation or limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization. (b) The execution, delivery and performance by such Borrower of this
Agreement and any Note issued by such Borrower are within such Borrowers
powers, have been duly authorized by all necessary organizational action on the
part of such Borrower, and do not and will not contravene (i) the articles or
certificate of incorporation, by-laws or the organizational documents of such
Borrower, (ii) applicable law or (iii) any contractual or legal restriction
binding on or affecting the properties of such Borrower or any of its
Subsidiaries. (c) No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for the
due execution, delivery and -30-




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performance by such Borrower of this Agreement or
any applicable Note, except an appropriate order or orders of (i) the
Securities and Exchange Commission under the Public Utility Holding Company Act
of 1935, (ii) in the case of ComEd, the Illinois Commerce Commission under the
Illinois Public Utilities Act and (iii) in the case of PECO, the Pennsylvania
Public Utilities Commission under the Pennsylvania Public Utility Code, which
order or orders have been duly obtained and are (x) in full force and effect
and (y) sufficient for the purposes hereof; provided that if ComEd has
not obtained any Credit Extension prior to July 15, 2007, ComEd must obtain the
approval of the Illinois Commerce Commission prior to obtaining any Credit
Extension hereunder. (d) This Agreement is, and each applicable Note when delivered hereunder
will be, legal, valid and binding obligations of such Borrower, enforceable
against such Borrower in accordance with their respective terms, except as the
enforceability thereof may be limited by equitable principles or bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors rights generally. (e) (i) In the case of PECO, (A) the consolidated balance sheet of
PECO and its Subsidiaries as at December 31, 2003, and the related
statements of income and retained earnings and of cash flows of
PECO and its Subsidiaries for the fiscal year then ended, certified
by Pricewaterhouse Coopers LLP, and the unaudited consolidated
balance sheet of PECO and its Subsidiaries as at March 31, 2004,
and the related unaudited statements of income for the three-month
period then ended, copies of which have been furnished to each
Lender, fairly present in all material respects (subject, in the
case of such balance sheet and statement of income for the period
ended March 31, 2004, to year-end adjustments) the consolidated
financial condition of PECO and its Subsidiaries as at such dates
and the consolidated results of the operations of PECO and its
Subsidiaries for the periods ended on such dates, all in accordance
with GAAP; and (B) since December 31, 2003 there has been no
Material Adverse Change with respect to PECO. (ii) In the case of ComEd, (A) the consolidated balance sheet
of ComEd and its Subsidiaries as at December 31, 2003 and the
related consolidated statements of income, retained earnings and
cash flows of ComEd and its Subsidiaries for the fiscal year then
ended, certified by Pricewaterhouse Coopers LLP, and the unaudited
consolidated balance sheet of ComEd and its Subsidiaries as of
March 31, 2004 and the related unaudited statement of income for
the three-month period then ended, copies of which have been
furnished to each Lender, fairly present in all material respects
(subject in the case of such balance sheet and statement of income
for the period ended March 31, 2004, to year-end adjustments) the
consolidated financial condition of ComEd and its Subsidiaries as
at such dates and the consolidated results of the operations of
ComEd and its Subsidiaries for the periods ended on such dates in
accordance with GAAP; and (B) since December 31, 2003 there has
been no Material Adverse Change with respect to ComEd. -31-




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(iii) In the case of Exelon, (A) the consolidated balance
sheet of Exelon and its Subsidiaries as at December 31, 2003 and
the related consolidated statements of income, retained earnings
and cash flows of Exelon for the fiscal year then ended, certified
by Pricewaterhouse Coopers LLP, and the unaudited consolidated
balance sheet of Exelon and its Subsidiaries as of March 31, 2004
and the related unaudited statement of income for the three-month
period then ended, copies of which have been furnished to each
Lender, fairly present in all material respects (subject, in the
case of such balance sheet and statement of income for the period
ended March 31, 2004, to year-end adjustments) the consolidated
financial condition of Exelon and its Subsidiaries as at such dates
and the consolidated results of the operations of Exelon and its
Subsidiaries for the periods ended on such dates in accordance with
GAAP; and (B) since December 31, 2003 there has been no Material
Adverse Change with respect to Exelon. (iv) In the case of Genco, (A) the consolidated balance sheet
of Genco and its Subsidiaries as at December 31, 2003 and the
related consolidated statements of income, retained earnings and
cash flows of Genco for the fiscal year then ended, certified by
Pricewaterhouse Coopers LLP, and the unaudited consolidated balance
sheet of Genco and its Subsidiaries as of March 31, 2004 and the
related unaudited statement of income for the three-month period
then ended, copies of which have been furnished to each Lender,
fairly present in all material respects (subject, in the case of
such balance sheet and statement of income for the period ended
March 31, 2004, to year-end adjustments) the consolidated financial
condition of Genco and its Subsidiaries as at such dates and the
consolidated results of the operations of Genco and its
Subsidiaries for the periods ended on such dates in accordance with
GAAP; and (B) since December 31, 2003 there has been no Material
Adverse Change with respect to Genco. (f) Except as disclosed in such Borrowers Annual, Quarterly or Current
Reports, each as filed with the Securities and Exchange Commission and
delivered to the Lenders prior to the date of execution and delivery of this
Agreement, there is no pending or threatened action,
investigation or proceeding affecting such Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator that may
reasonably be anticipated to have a Material Adverse Effect with respect to
such Borrower. There is no pending or threatened action or proceeding against
such Borrower or any of its Subsidiaries that purports to affect the legality,
validity, binding effect or enforceability against such Borrower of this
Agreement or any Note issued by such Borrower. (g) No proceeds of any Advance to such Borrower have been or will be used
directly or indirectly in connection with the acquisition of in excess of 5% of
any class of equity securities that is registered pursuant to Section 12 of the
Exchange Act or any transaction subject to the requirements of Section 13 or 14
of the Exchange Act. (h) Such Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System),
and no proceeds of any Advance to such -32-




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Borrower will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock. Not more than 25% of the value of the
assets of such Borrower and its Subsidiaries is represented by margin stock. (i) Such Borrower is not an investment company or a company controlled
by an investment company within the meaning of the Investment Company Act of
1940, as amended. (j) During the twelve consecutive month period prior to the date of the
execution and delivery of this Agreement and prior to the date of any borrowing
of Advances by such Borrower or the issuance or modification of any Facility LC
for the account of such Borrower, no steps have been taken to terminate any
Plan, and no contribution failure by such Borrower or any other member of the
Controlled Group has occurred with respect to any Plan. No condition exists or
event or transaction has occurred with respect to any Plan (including any
Multiemployer Plan) which might result in the incurrence by such Borrower or
any other member of the Controlled Group of any material liability, fine or
penalty. ARTICLE V COVENANTS OF THE BORROWERS SECTION 5.01 Affirmative Covenants. Each Borrower agrees that so
long as any amount payable by such Borrower hereunder remains unpaid, any
Facility LC issued for the account of such Borrower remains outstanding or the
Commitments to such Borrower have not been irrevocably terminated, such
Borrower will, and, in the case of Section 5.01(a), will cause its
Principal Subsidiaries to, unless the Majority Lenders shall otherwise consent
in writing: (a) Keep Books; Existence; Maintenance of Properties; Compliance with
Laws; Insurance; Taxes. (i) keep proper books of record and account, all in accordance
with generally accepted accounting principles in the United States,
consistently applied; (ii) subject to Section 5.02(b) (and except for the
dissolution or liquidation of any Sithe Entity), preserve and keep
in full force and effect its existence; (iii) maintain and preserve all of its properties (except such
properties the failure of which to maintain or preserve would not
have, individually or in the aggregate, a Material Adverse Effect
on such Borrower) which are used or useful in the conduct of its
business in good working order and condition, ordinary wear and
tear excepted; (iv) comply in all material respects with the requirements of
all applicable laws, rules, regulations and orders (including those
of any governmental authority and including with respect to
environmental matters) to -33-




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the extent the failure to so comply,
individually or in the aggregate, would have a Material Adverse
Effect on such Borrower; (v) maintain insurance with responsible and reputable
insurance companies or associations, or self-insure, as the case
may be, in each case in such amounts and covering such
contingencies, casualties and risks as is customarily carried by or
self-insured against by companies engaged in similar businesses and
owning similar properties in the same general areas in which such
Borrower and its Principal Subsidiaries operate; (vi) at any reasonable time and from time to time, pursuant to
prior notice delivered to such Borrower, permit any Lender, or any
agent or representative of any thereof, to examine and, at such
Lenders expense, make copies of, and abstracts from the records
and books of account of, and visit the properties of, such Borrower
and any of its Principal Subsidiaries and to discuss the affairs,
finances and accounts of such Borrower and any of its Principal
Subsidiaries with any of their respective officers; provided
that any non-public information (which has been identified as such
by such Borrower or the applicable Principal Subsidiary) obtained
by any Lender or any of its agents or representatives pursuant to
this clause (vi) shall be treated confidentially by such
Person; provided, further, that such Person may
disclose such information to any other party to this Agreement, its
examiners, affiliates, outside auditors, counsel or other
professional advisors in connection with the Agreement or if
otherwise required to do so by law or regulatory process; and (vii) use the proceeds of the Advances to it for general
corporate or limited liability company purposes, as the case may be
(including the refinancing of its commercial paper and the making
of acquisitions), but in no event for any purpose which would be
contrary to Section 4.01(g) or 4.01(h). (b) Reporting Requirements. Furnish to the Lenders: (i) as soon as possible, and in any event within five Business
Days after the occurrence of any Event of Default or Unmatured
Event of Default with respect to such Borrower continuing on the
date of such statement, a statement of an authorized officer of
such Borrower setting forth details of such Event of Default or
Unmatured Event of Default and the action which such Borrower
proposes to take with respect thereto; (ii) as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal
year of such Borrower (commencing with the quarter ending June 30,
2004), a copy of such Borrowers Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission with respect to
such quarter (or, if such Borrower is not required to file a
Quarterly Report on Form 10-Q, copies of an unaudited consolidated
balance sheet of such Borrower as of the end of such quarter and
the related consolidated statement of income of such Borrower for
the portion of such -34-




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Borrowers fiscal year ending on the last day
of such quarter, in each case prepared in accordance with GAAP,
subject to the absence of footnotes and to year-end adjustments),
together with a certificate of an authorized officer of such
Borrower stating that no Event of Default or Unmatured Event of
Default with respect to such Borrower has occurred and is
continuing or, if any such Event of Default or Unmatured Event of
Default has occurred and is continuing, a statement as to the
nature thereof and the action which such Borrower proposes to take
with respect thereto; (iii) as soon as available and in any event within 105 days
after the end of each fiscal year of such Borrower, a copy of such
Borrowers Annual Report on Form 10-K filed with the Securities and
Exchange Commission with respect to such fiscal year (or, if such
Borrower is not required to file an Annual Report on Form 10-K, the
consolidated balance sheet of such Borrower and its subsidiaries as
of the last day of such fiscal year and the related consolidated
statements of income, retained earnings (if applicable) and cash
flows of such Borrower for such fiscal year, certified by
Pricewaterhouse Coopers LLP or other certified public accountants
of recognized national standing), together with a certificate of an
authorized officer of such Borrower stating that no Event of
Default or Unmatured Event of Default with respect to such Borrower
has occurred and is continuing or, if any such Event of Default or
Unmatured Event of Default has occurred and is continuing, a
statement as to the nature thereof and the action which such
Borrower proposes to take with respect thereto; (iv) concurrently with the delivery of the annual and
quarterly reports referred to in Sections 5.01(b)(ii) and
5.01(b)(iii), a compliance certificate in substantially the
form set forth in Exhibit E, duly completed and signed by
the Chief Financial Officer, Treasurer or an Assistant Treasurer of
such Borrower; (v) except as otherwise provided in clause (ii) or
(iii) above, promptly after the sending or filing thereof,
copies of all reports that such Borrower sends to any of its
security holders, and copies of all Reports on Form 10-K, 10-Q or
8-K, and registration statements and prospectuses that such
Borrower or any of its Subsidiaries files with the Securities and
Exchange Commission or any national securities exchange (except to
the extent that any such registration statement or prospectus
relates solely to the issuance of securities pursuant to employee
purchase, benefit or dividend reinvestment plans of such Borrower
or such Subsidiary); (vi) promptly upon becoming aware of the institution of any
steps by such Borrower or any other Person to terminate any Plan,
or the failure to make a required contribution to any Plan if such
failure is sufficient to give rise to a lien under section 302(f)
of ERISA, or the taking of any action with respect to a Plan which
could result in the requirement that such Borrower furnish a bond
or other security to the PBGC or such Plan, or the occurrence of
any event with respect to any Plan, which could result in the
incurrence by such Borrower or any other member of the Controlled
Group of any material liability, fine or penalty, notice -35-




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thereof and a statement as to the action such Borrower proposes to take
with respect thereto; (vii) promptly upon becoming aware thereof, notice of any
change in the Moodys Rating or the S&P Rating for such Borrower;
and (viii) such other information respecting the condition,
operations, business or prospects, financial or otherwise, of such
Borrower or any of its Subsidiaries as any Lender, through the
Administrative Agent, may from time to time reasonably request. SECTION 5.02 Negative Covenants. Each Borrower agrees that so long
as any amount payable by such Borrower hereunder remains unpaid, any Facility
LC issued for the account of such Borrower remains outstanding or the
Commitments to such Borrower have not been irrevocably terminated (except with
respect to Section 5.02(a), which shall be applicable only as of the
date hereof and at any time any Advance to such Borrower or Facility LC issued
for the account of such Borrower is outstanding or is to be made or issued, as
applicable), such Borrower will not, without the written consent of the
Majority Lenders: (a) Limitation on Liens. Create, incur, assume or suffer to exist,
or, in the case of Exelon, permit any of its Material Subsidiaries to create,
incur, assume or suffer to exist, any Lien on its respective property, revenues
or assets, whether now owned or hereafter acquired except (i) Liens imposed by
law, such as carriers, warehousemens and mechanics Liens and other similar
Liens arising in the ordinary course of business; (ii) Liens on the capital
stock of or any other equity interest in any of its Subsidiaries (excluding, in
the case of Exelon, the stock of ComEd, PECO, Genco and any holding company for
any of the foregoing) or any such Subsidiarys assets to secure Nonrecourse
Indebtedness; (iii) Liens upon or in any property acquired in the ordinary
course of business to secure the purchase price of such property or to secure
any obligation incurred solely for the purpose of financing the acquisition of
such
property; (iv) Liens existing on such property at the time of its
acquisition (other than any such Lien created in contemplation of such
acquisition unless permitted by the preceding clause (iii)); (v) Liens
on the property, revenues and/or assets of any Person that exist at the time
such Person becomes a Subsidiary and the continuation of such Liens in
connection with any refinancing or restructuring of the obligations secured by
such Liens; (vi) Liens granted in connection with any financing arrangement for
the purchase of nuclear fuel or the financing of pollution control facilities,
limited to the fuel or facilities so purchased or acquired; (vii) Liens arising
in connection with sales or transfers of, or financing secured by, accounts
receivable or related contracts; provided that any such sale, transfer
or financing shall be on arms length terms; (viii) Liens granted by a Special
Purpose Subsidiary to secure Transitional Funding Instruments of such Special
Purpose Subsidiary; (ix) in the case of ComEd, Liens arising under the ComEd
Mortgage and permitted liens as defined in the ComEd Mortgage; (x) in the
case of PECO, (A) Liens granted under the PECO Mortgage and excepted
encumbrances as defined in the PECO Mortgage, and (B) Liens securing PECOs
notes collateralized solely by mortgage bonds of PECO issued under the terms of
the PECO Mortgage; (xi) in the case of PECO, ComEd and Genco, Liens arising in
connection with sale and leaseback transactions entered into by such Borrower
or a Subsidiary thereof, but only to the extent (I) in the case of PECO or
ComEd or any Subsidiary thereof, the proceeds received from such sale shall
immediately be applied to retire -36-




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mortgage bonds of PECO or ComEd issued under
the terms of the PECO Mortgage or the ComEd Mortgage, as the case may be, or
(II) the aggregate purchase price of assets sold pursuant to such sale and
leaseback transactions where such proceeds are not applied as provided in
clause (I) shall not exceed, in the aggregate for PECO, ComEd, Genco and
their Subsidiaries, $1,000,000,000; (xii) Liens securing Permitted Obligations;
and (xiii) Liens, other than those described in clauses (i) through
(xii) of this Section 5.02(a), granted by such Borrower or, in
the case of Exelon, any of its Material Subsidiaries in the ordinary course of
business securing Debt of such Borrower and, if applicable, such Material
Subsidiaries; provided that the aggregate amount of all Debt secured by
Liens permitted by clause (xiii)of this Section 5.02(a) shall
not exceed in the aggregate at any one time outstanding (I) in the case of
Exelon and its Material Subsidiaries, $100,000,000, (II) in the case of ComEd,
$50,000,000, (III) in the case of Genco, $50,000,000, and (IV) in the case of
PECO, $50,000,000. (b) Mergers and Consolidations; Disposition of Assets. Merge with
or into or consolidate with or into, or sell, assign, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to
any Person or permit any Principal Subsidiary (other than any Sithe Entity) to
do so, except that (i) any of its Principal Subsidiaries may merge with
or into or consolidate with or transfer assets to any other Principal
Subsidiary of such Borrower, (ii) any of its Principal Subsidiaries may merge
with or into or consolidate with or transfer assets to such Borrower and (iii)
such Borrower or any of its Principal Subsidiaries may merge with or into or
consolidate with or transfer assets to any other Person; provided that,
in each case, immediately before and after giving effect thereto, no Event of
Default or Unmatured Event of Default with respect to such Borrower shall have
occurred and be continuing and (A) in the case of any such merger,
consolidation or transfer of assets to which a Borrower is a party, either (x)
such Borrower shall be the surviving entity or (y) the surviving entity shall
be an Eligible Successor and shall have assumed all of the obligations of such
Borrower under this Agreement and the Notes issued by such Borrower and the
Facility LCs issued for the account of such
Borrower pursuant to a written instrument in form and substance
satisfactory to the Administrative Agent, (B) subject to clause (A)
above, in the case of any such merger, consolidation or transfer of assets to
which any of its Principal Subsidiaries is a party, a Principal Subsidiary of
such Borrower shall be the surviving entity and (C) subject to clause
(A) above, in the case of any such merger, consolidation or transfer of
assets to which a Material Subsidiary of Exelon is a party, a Material
Subsidiary of Exelon shall be the surviving entity. (c) Interest Coverage Ratio. Permit its Interest Coverage Ratio as
of the last day of any fiscal quarter to be less than (i) in the case of
Exelon, 2.65 to 1.0; (ii) in the case of ComEd, 2.25 to 1.0; (ii) in the case
of PECO, 2.25 to 1.0; and (iv) in the case of Genco, 3.25 to 1.0. (d) Continuation of Businesses. Engage in, or permit any of its
Subsidiaries to engage in, any line of business which is material to Exelon and
its Subsidiaries, taken as a whole, other than businesses engaged in by such
Borrower and its Subsidiaries as of the date hereof and reasonable extensions
thereof. (e) Capital Structure. In the case of Exelon, fail at any time to
own, free and clear of all Liens, at least 95% of the issued and outstanding
common shares or other common -37-




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ownership interests of ComEd, 100% of the issued
and outstanding common shares or other common ownership interests of PECO and
100% of the issued and outstanding membership interests of Genco (or, in any
such case, 100% of a holding company which owns, free and clear of all Liens,
at least 95% of the issued and outstanding shares of common stock of ComEd,
100% of the issued and outstanding common shares or other common ownership
interests of PECO or 100% of the issued and outstanding membership interests of
Genco). (f) Restrictive Agreements. In the case of Exelon, permit ComEd,
Genco or PECO (or any holding company for any of the foregoing described in the
parenthetical clause at the end of Section 5.02(e)) to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon the ability
of such entity to declare or pay dividends to Exelon (or, if applicable, to
its holding company), exceptfor existing restrictions on (i) PECO
relating to (A) the priority of payments on its subordinated debentures
contained in the Indenture dated as of July 1, 1994 between PECO and Wachovia
Bank, National Association (f/k/a First Union National Bank), as trustee, as
amended and supplemented to the date hereof, or any other indenture that has
terms substantially similar to such Indenture and that relates to the issuance
of trust preferred securities, and (B) the priority payment of quarterly
dividends on its preferred stock contained in its Amended and Restated Articles
of Incorporation as in effect on the date hereof; and (ii) ComEd relating to
(A) the priority of payments on its subordinated debt securities contained in
the Indenture dated as of September 1, 1995 between ComEd and Wilmington Trust
Company, as trustee, as amended and supplemented to the date hereof, or any
other indenture that has terms substantially similar to such Indenture and that
relates to the issuance of trust preferred securities, and (B) the priority
payment of dividends on any outstanding shares of its prior preferred stock and
preference stock as set forth in its Restated Articles of Incorporation, as
such Restated Articles of Incorporation are in effect on the date hereof. ARTICLE VI EVENTS OF DEFAULT SECTION 6.01 Events of Default. If any of the following events
shall occur and be continuing with respect to a Borrower (any such event an
Event of Default with respect to such Borrower): (a) Such Borrower shall fail to pay (i) any principal of any Advance to
such Borrower when the same becomes due and payable, (ii) any Reimbursement
Obligation of such Borrower within one Business Day after the same becomes due
and payable or (iii) any interest on any Advance to such Borrower or any other
amount payable by such Borrower under this Agreement or any Note issued by such
Borrower within three Business Days after the same becomes due and payable; or (b) Any representation or warranty made by such Borrower herein or by such
Borrower (or any of its officers) pursuant to the terms of this Agreement shall
prove to have been incorrect or misleading in any material respect when made;
or -38-




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(c) Such Borrower shall fail to perform or observe (i) any term, covenant
or agreement contained in Section 5.02, Section 5.01(a)(vii) or
Section 5.01(b)(i), in each case to the extent applicable to such
Borrower, or (ii) any other term, covenant or agreement contained in this
Agreement on its part to be performed or observed if the failure to perform or
observe such other term, covenant or agreement shall remain unremedied for 30
days after written notice thereof shall have been given to such Borrower by the
Administrative Agent (which notice shall be given by the Administrative Agent
at the written request of any Lender); or (d) Such Borrower or any Principal Subsidiary thereof shall fail to pay
any principal of or premium or interest on any Debt that is outstanding in a
principal amount in excess of $50,000,000 in the aggregate (but excluding Sithe
Project Debt, Nonrecourse Indebtedness, Transitional Funding Instruments and
Debt hereunder) of such Borrower or such Principal Subsidiary (as the case may
be) when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after the applicable grace period, if any, specified in
such agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), prior to the stated
maturity thereof, other than any acceleration of any Debt secured by equipment
leases or fuel leases of such Borrower or a Principal Subsidiary thereof as a
result of the occurrence of any event requiring a prepayment (whether or not
characterized as such) thereunder, which prepayment will not result in a
Material Adverse Change with respect to such Borrower; or (e) Such Borrower or any Principal Subsidiary thereof (other than (i) a
Special Purpose Subsidiary and (ii) so long as such entity has no Debt other
than Sithe Project Debt, any Sithe Entity) shall generally not pay its debts as
such debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against such Borrower or any Principal
Subsidiary thereof (other than (i) a Special Purpose Subsidiary and (ii) so
long as such entity has no Debt other than Sithe Project Debt, any Sithe
Entity) seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
days, or any of the actions sought in such proceeding (including the entry of
an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its
property,) shall occur; or such Borrower or any Principal Subsidiary thereof
(other than (i) a Special Purpose Subsidiary and (ii) so long as such entity
has no Debt other than Sithe Project Debt, any Sithe Entity) shall take any
action to authorize or to consent to any of the actions set forth above in this
Section 6.01(e); or -39-




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(f) One or more judgments or orders for the payment of money in an
aggregate amount exceeding $50,000,000 (excluding any such judgments or orders
which are fully covered by insurance, subject to any customary deductible, and
under which the applicable insurance carrier has acknowledged such full
coverage in writing) shall be rendered against such Borrower or any Principal
Subsidiary thereof (other than, if applicable, any Sithe Entity) and either (i)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or (g) (i) Any Reportable Event that the Majority Lenders determine in good
faith might constitute grounds for the termination of any Plan or for the
appointment by the appropriate United States District Court of a trustee to
administer a Plan shall have occurred and be continuing 30 days after written
notice to such effect shall have been given to such Borrower by the
Administrative Agent; (ii) any Plan shall be terminated; (iii) a Trustee shall
be appointed by an appropriate United States District Court to administer any
Plan; (iv) the PBGC shall institute proceedings to terminate any Plan or to
appoint a trustee to administer any Plan; or (v) any Borrower or any member of
the Controlled Group withdraws from any Multiemployer Plan; provided
that on the date of any event described in clauses (i) through
(v) above, the Unfunded Liabilities of the applicable Plan exceed
$20,000,000; or (h) In the case of ComEd, Exelon (or a wholly owned Subsidiary of Exelon)
shall fail to own, free and clear of all Liens, at least 95% of its issued and
outstanding common shares or other common ownership interests; (i) In the case of PECO, Exelon (or a wholly owned Subsidiary of Exelon)
shall fail to own, free and clear of all Liens, 100% of its issued and
outstanding common shares or other common ownership interests; or (j) In the case of Genco, Exelon (or a wholly owned Subsidiary of Exelon)
shall fail to own, free and clear of all Liens, 100% of the membership
interests of Genco; then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Majority Lenders, by notice to such Borrower, (i)
declare the respective Commitments of the Lenders to such Borrower and the
commitment of the LC Issuer to issue Facility LCs for the account of such
Borrower to be terminated, whereupon the same shall forthwith terminate, and/or
(ii) declare the outstanding principal amount of the Advances to such Borrower,
all interest thereon and all other amounts payable under this Agreement by such
Borrower (including all contingent LC Obligations) to be forthwith due and
payable, whereupon the outstanding principal amount of such Advances, all such
interest and all such other amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by such Borrower; provided that
in the event of an Event of Default under Section 6.01(e), (A) the
obligation of each Lender to make any Advance to such Borrower and the
obligation of the LC Issuer to issue Facility LCs for the account of such
Borrower shall automatically be terminated and (B) the outstanding principal
amount of all Advances to such Borrower, all interest thereon and all other
amounts payable by such Borrower hereunder (including all contingent LC
Obligations of such Borrower) shall -40-




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automatically and immediately become due
and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by such Borrower. ARTICLE VII THE AGENTS SECTION 7.01 Authorization and Action. Each Lender hereby appoints
and authorizes the Administrative Agent to take such action as administrative
agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement (including enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by a Borrower pursuant to the
terms of this Agreement. SECTION 7.02 Agents Reliance, Etc. Neither the Administrative
Agent nor any of its directors, officers, agents or employees shall be liable
for any action taken or omitted to be taken by it or them under or in
connection with this Agreement, except for its or their respective own gross
negligence or willful misconduct. Without limiting the generality of the
foregoing: (i) the Administrative Agent may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender which is the payee of such
Note, as assignor, and an Eligible Assignee, as
assignee, as provided in Section 8.07; (ii) the Administrative
Agent may consult with legal counsel (including counsel for a Borrower),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) the
Administrative Agent makes no warranty or representation to any Lender and
shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement; (iv) the Administrative Agent shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement on the part of any Borrower or to
inspect the property (including the books and records) of any Borrower; (v) the
Administrative Agent shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) the Administrative Agent shall not incur any liability under
or in respect of this Agreement by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telecopier, telegram, cable or
telex) believed by it to be genuine and signed or sent by the proper party or
parties. SECTION 7.03 Agents and Affiliates. With respect to its
Commitment, Advances and Notes, Bank One shall have the same rights and powers
under this Agreement as any other -41-




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Lender and may exercise the same as though it
were not an Agent; and the term Lender or Lenders shall, unless otherwise
expressly indicated, include Bank One in its individual capacity. Bank One and
its affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, any Borrower,
any subsidiary of any Borrower and any Person who may do business with or own
securities of any Borrower or any such subsidiary, all as if it were not an
Agent and without any duty to account therefor to the Lenders. SECTION 7.04 Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements referred to in Section
4.01(e) and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement. SECTION 7.05 Indemnification. The Lenders agree to indemnify each
Agent (to the extent not reimbursed by a Borrower), ratably according to their
respective Pro Rata Shares, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against any such Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by any such Agent
under this Agreement, provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such Agents
gross negligence or willful misconduct. Without limiting the foregoing, each
Lender agrees to reimburse each such Agent promptly upon demand for its Pro
Rata Share of any out-of-pocket expenses (including reasonable counsel fees)
incurred by such Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, to the extent that such expenses are reimbursable by a Borrower
but for which such Agent is not reimbursed by such Borrower. SECTION 7.06 Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders
and the Borrowers and may be removed at any time with or without cause by the
Majority Lenders. Upon any such resignation or removal, the Majority Lenders
shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Majority
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agents giving of notice of resignation or the Majority
Lenders removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank described in clause
(i) or (ii) of the definition of Eligible Assignee and having a
combined capital and surplus of at least $150,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged -42-




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from its duties and obligations under this Agreement. After any
retiring Administrative Agents resignation or removal hereunder as
Administrative Agent, the provisions of this Article VII shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. Notwithstanding the foregoing, if
no Event of Default or Unmatured Event of Default shall have occurred and be
continuing, then no successor Administrative Agent shall be appointed under
this Section 7.06 without the prior written consent of the Borrowers,
which consent shall not be unreasonably withheld or delayed. SECTION 7.07 Co-Documentation Agents, Syndication Agent and Co-Lead
Arranger. The titles Co-Documentation Agent, Syndication Agent and
Co-Lead Arranger are purely honorific, and no Person designated as a
Co-Documentation Agent, the Syndication Agent or a Co-Lead Arranger shall
have any duties or responsibilities in such capacity. ARTICLE VIII MISCELLANEOUS SECTION 8.01 Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Majority Lenders and, in the case of an amendment,
the Borrowers, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided
that no amendment, waiver or consent shall, unless in writing and signed by all
the Lenders (other than any Lender that is a Borrower or an Affiliate of a
Borrower), do any of the following: (a) waive any of the conditions specified
in Section 3.01 or 3.02, (b) increase or extend the Commitments
of the Lenders, increase any Borrowers
Sublimit to an amount greater than the amount specified in Section
2.04(c)(ii)(B) or subject the Lenders to any additional obligations, (c)
reduce the principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, (d) postpone any date fixed for any payment of principal of,
or interest on, the Notes or any fees or other amounts payable hereunder, (e)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes, or the number of Lenders, that shall be required for the
Lenders or any of them to take any action hereunder, or (f) amend this
Section 8.01; provided, further, that (i) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent, in addition to the Lenders required above to take such action, affect
the rights or duties of the Administrative Agent under this Agreement or any
Note; and (ii) no amendment, waiver or consent shall, unless in writing and
signed by the LC Issuer, in addition to the Lenders required above to take such
action, affect the rights or duties of the LC Issuer under this Agreement. SECTION 8.02 Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered, if to any Borrower, at 10 S. Dearborn, 37th Floor,
Chicago, IL 60603, Attention: J. Barry Mitchell, Telecopy: (312) 394-5440; if
to any Lender, at its Domestic Lending Office specified in its Administrative
Questionnaire or in the Assignment and Acceptance pursuant to which it became a
Lender; and if to the Administrative Agent, at its address at 1 Bank One Plaza,
Mail Suite IL1-0010, Chicago, Illinois 60670, Attention: Mr. Ron Cromey,
Telecopy: (312) 385-7096 or, as to each party, at -43-




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such other address as shall
be designated by such party in a written notice to the other parties. All such
notices and communications shall, when mailed, telecopied, telegraphed, telexed
or cabled, be effective when deposited in the mails, telecopied, delivered to
the telegraph company, confirmed by telex answerback or delivered to the cable
company, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II or VII shall not be
effective until received by the Administrative Agent. SECTION 8.03 No Waiver; Remedies. No failure on the part of any
Lender, the LC Issuer or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law. SECTION 8.04 Costs and Expenses; Indemnification. (a) Each
Borrower severally agrees to pay on demand all costs and expenses incurred by
the Administrative Agent, the LC Issuer and the Co-Lead Arrangers in connection
with the preparation, execution, delivery, administration, syndication,
modification and amendment of this Agreement, the Notes and the other documents
to be delivered hereunder, including the reasonable fees, internal charges and
out-of-pocket expenses of counsel (including in-house counsel) for the
Administrative Agent, the LC Issuer and the Co-Lead Arrangers with respect
thereto and with respect to advising the Administrative Agent, the LC Issuer
and the Co-Lead Arrangers as to their respective rights and responsibilities
under this Agreement, in each case to the extent attributable to such Borrower;
it being understood that to the extent any such costs and expenses are
not attributable to a particular Borrower, each Borrower shall pay its
proportionate share thereof according to the
Borrowers respective Sublimits at the time such costs and expenses were
incurred. Each Borrower further severally agrees to pay on demand all costs
and expenses, if any (including counsel fees and expenses of outside counsel
and of internal counsel), incurred by the Agent, the LC Issuer or any Lender in
connection with the collection and enforcement (whether through negotiations,
legal proceedings or otherwise) of such Borrowers obligations this Agreement,
any Note issued by such Borrower and the other documents to be delivered by
such Borrower hereunder, including reasonable counsel fees and expenses in
connection with the enforcement of rights under this Section 8.04(a), in
each case to the extent attributable to such Borrower; it being
understood that to the extent any such costs and expenses are not
attributable to a particular Borrower, each Borrower shall pay its
proportionate share thereof according to the Borrowers respective Sublimits at
the time such costs and expenses were incurred. (b) If any payment of principal of, or any conversion of, any Eurodollar
Rate Advance is made other than on the last day of the Interest Period for such
Advance, as a result of a payment or conversion pursuant to Section 2.09
or 2.12 or acceleration of the maturity of the Advances pursuant to
Section 6.01 or for any other reason, the applicable Borrower shall,
upon demand by any Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender any
amount required to compensate such Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment or
conversion, including any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender
to fund or maintain such Advance. -44-




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(c) Each Borrower hereby severally agrees to indemnify and hold each
Lender, the LC Issuer, each Agent and each of their respective Affiliates,
officers, directors and employees (each, an Indemnified Person)
harmless from and against any and all claims, damages, losses, liabilities,
costs or expenses (including reasonable attorneys fees and expenses, whether
or not such Indemnified Person is named as a party to any proceeding or is
otherwise subjected to judicial or legal process arising from any such
proceeding) that any of them may pay or incur arising out of or relating to
this Agreement, any Note issued by such Borrower or the transactions
contemplated hereby, or the use by such Borrowers or any of its Subsidiaries of
the proceeds of any Advance to such Borrower, in each case to the extent such
claims damages, losses, liabilities, costs or expenses are attributable to such
Borrower, it being understood that to the extent any such claims,
damages, losses, liabilities, costs or expenses are not attributable to a
particular Borrower, each Borrower shall pay its proportionate share thereof
according to the Borrowers respective Sublimits at the time such claims,
damages, losses, liabilities, costs or expenses arose; provided that no
Borrower shall be liable for any portion of such claims, damages, losses,
liabilities, costs or expenses resulting from such Indemnified Persons gross
negligence or willful misconduct. Each Borrowers obligations under this
Section 8.04(c) shall survive the repayment of all amounts owing by such
Borrower to the Lenders and the Administrative Agent under this Agreement and
any Note issued by such Borrower and the termination of the Commitments to such
Borrower. If and to the extent that the obligations of a Borrower under this
Section 8.04(c) are unenforceable for any reason, such Borrower agrees
to make the maximum contribution to the payment and satisfaction thereof which
is permissible under applicable law. SECTION 8.05 Right of Set-off. Upon (i) the occurrence and during
the continuance of any Event of Default with respect to a Borrower and (ii) the
making of the request or the granting of the consent specified by Section
6.01 to authorize the Administrative Agent to declare the Advances to such
Borrower due and payable pursuant to the provisions of Section 6.01,
each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of such Borrower against any and all of the obligations of such
Borrower now or hereafter existing under this Agreement and any Note of such
Borrower held by such Lender, whether or not such Lender shall have made any
demand under this Agreement or such Note and although such obligations may be
unmatured. Each Lender agrees promptly to notify the applicable Borrower after
any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 8.05 are in
addition to other rights and remedies (including other rights of set-off) that
such Lender may have. SECTION 8.06 Binding Effect. This Agreement shall become effective
when counterparts hereof shall have been executed by the Borrowers and the
Agents and when the Administrative Agent shall have been notified by each
Lender that such Lender has executed a counterpart hereof and thereafter shall
be binding upon and inure to the benefit of the Borrowers, the Agents and each
Lender and their respective successors and assigns, provided that
(except as permitted by Section 5.02(b)(iii)) no Borrower shall have the
right to assign rights hereunder or any interest herein without the prior
written consent of all Lenders. -45-




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SECTION 8.07 Assignments and Participations. (a) Each Lender may,
with the prior written consent of Exelon, the LC Issuer and the Administrative
Agent (which consents shall not be unreasonably withheld or delayed), and if
demanded by a Borrower pursuant to Section 8.07(g) shall to the extent
required by such Section, assign to one or more banks or other entities all or
a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitment, the Advances owing to it, its participation in
Facility LCs and any Note or Notes held by it); provided that (i) each
such assignment shall be of a constant, and not a varying, percentage of all of
the assigning Lenders rights and obligations under this Agreement, (ii) the
Commitment Amount of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or, if
less, the entire amount of such Lenders Commitment, and shall be an integral
multiple of $1,000,000 or such Lenders entire Commitment, (iii) each such
assignment shall be to an Eligible Assignee, (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with any Note or Notes subject to such assignment and a processing and
recordation fee of $4,000 (which shall be payable by one or more of the parties
to the Assignment and Acceptance, and not by any Borrower, and shall not be
payable if the assignee is a Federal Reserve Bank), and (v) the consent of
Exelon shall not be required after the occurrence and during the continuance of
any Event of Default. Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lenders rights and obligations under this Agreement, such Lender shall cease
to be a party hereto (although an assigning Lender shall continue to be
entitled to indemnification pursuant to Section 8.04(c)).
Notwithstanding anything contained in this Section 8.07(a) to the
contrary, (A) the consent of Exelon, the LC Issuer and the Administrative Agent
shall not be required with respect to any assignment by any Lender to an
Affiliate of such Lender or to another Lender and (B) any Lender may at any
time, without the consent of Exelon, the LC Issuer or the Administrative Agent,
and without any requirement to have an Assignment and Acceptance executed,
assign all or any part of its rights under this Agreement and any Note to a
Federal Reserve Bank, provided that no such assignment shall release the
transferor Lender from any of its obligations hereunder. (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any
Borrower or the performance or observance by any -46-




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Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01(e) and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is
an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Lender. (c) The Administrative Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment Amount of, and principal amount of the Advances
owing by each Borrower to, each Lender from time to time (the
Register). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and each Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by any Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with all Notes, if any, subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrowers. (e) Each Lender may sell participations to one or more banks or other
entities (each, a Participant) in or to all or a portion of its rights
and/or obligations under this Agreement (including all or a portion of its
Commitment, the Advances owing to it, its participation in Facility LCs and any
Note or Notes held by it); provided that (i) such Lenders obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrowers, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lenders rights and obligations under this Agreement
and (v) such Lender shall retain the sole right to approve, without the consent
of any Participant, any amendment, modification or waiver of any provision of
this Agreement or any Note held by such Lender, other than any such amendment,
modification or waiver with respect to any Advance or Commitment in which such
Participant has an interest that forgives principal, interest or fees or
reduces the interest rate or fees payable with respect to any such Advance or
Commitment, postpones any date fixed for any regularly scheduled payment of
principal of, or interest or fees -47-




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on, any such Advance or Commitment, extends any Commitment, releases any
guarantor of any such Advance or releases any substantial portion of
collateral, if any, securing any such Advance. (f) Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 8.07,
disclose to the assignee or participant or proposed assignee or participant,
any information relating to the Borrowers furnished to such Lender by or on
behalf of the Borrowers; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information relating to the
Borrowers received by it from such Lender (subject to customary exceptions
regarding regulatory requirements, compliance with legal process and other
requirements of law). (g) If (i) any Lender shall make demand for payment under Section
2.11(a), 2.11(b) or 2.14, or (ii) shall deliver any notice to
the Administrative Agent pursuant to Section 2.12 resulting in the
suspension of certain obligations of the Lenders with respect to Eurodollar
Rate Advances, then (in the case of clause (i)) within 60 days after
such demand (if, but only if, such payment demanded under Section
2.11(a), 2.11(b) or 2.14 has been made by the applicable
Borrower) or (in the case of clause (ii)) within 60 days after such
notice (if such suspension is still in effect), as the case may be, the
Borrowers may demand that such Lender assign in accordance with this Section
8.07 to one or more Eligible Assignees designated by the Borrowers and
reasonably acceptable to the Administrative Agent all (but not less than all)
of such Lenders Commitment, the Advances owing to it and its participation in
the Facility LCs within the next succeeding 30 days. If any such Eligible
Assignee designated by the Borrowers shall fail to consummate such assignment
on terms acceptable to such Lender, or if the Borrowers shall fail to designate
any such Eligible Assignee for all of such Lenders Commitment, Advances and
participation in Facility LCs, then such Lender may (but shall not be required
to) assign such Commitment and Advances to any other Eligible Assignee in
accordance with this Section 8.07 during such period. (h) Notwithstanding anything to the contrary contained herein, any Lender
(a Granting Bank) may grant to a special purpose funding vehicle (an
SPC), identified as such in writing from time to time by the Granting
Bank to the Administrative Agent and the Borrowers, the option to provide to
any Borrower all or any part of any Advance that such Granting Bank would
otherwise be obligated to make to such Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any
SPC to make any Advance, (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Advance, the Granting Bank
shall be obligated to make such Advance pursuant to the terms hereof. The
making of an Advance by an SPC hereunder shall utilize the Commitment of the
Granting Bank to the same extent, and as if, such Advance were made by such
Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Bank). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any
other person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or -48-




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liquidation proceedings under the laws of the United States or any State
thereof. In addition, notwithstanding anything to the contrary contained in
this Section 8.07, any SPC may (i) with notice to, but without the prior
written consent of, the Borrower and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Advances to the Granting Bank or to any financial institutions (consented
to by such Borrower and Administrative Agent, neither of which consents shall
be unreasonably withheld or delayed) providing liquidity and/or credit support
to or for the account of such SPC to support the funding or maintenance of
Advances and (ii) disclose on a confidential basis any non-public information
relating to its Advances to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. This Section 8.07(h) may not be amended in any manner which
adversely affects a Granting Bank or an SPC without the written consent of such
Granting Bank or SPC. SECTION 8.08 Governing Law. THIS AGREEMENT AND ALL NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA. SECTION 8.09 Consent to Jurisdiction; Certain Waivers. (a) THE
BORROWERS HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
COURTS OF THE COMMONWEALTH OF PENNSYLVANIA AND ANY UNITED STATES DISTRICT COURT
SITTING IN THE COMMONWEALTH OF PENNSYLVANIA IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY NOTE AND THE BORROWERS HEREBY
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVE ANY OBJECTION
THEY MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER
TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. (b) EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY NOTE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. SECTION 8.10 Execution in Counterparts; Integration. This
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. This Agreement constitutes the entire agreement
and understanding among the parties hereto and supersedes all prior and
contemporaneous agreements and understandings, oral or written, relating to the
subject matter hereof. -49-




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SECTION 8.11 Liability Several. No Borrower shall be liable for
the obligations of any other Borrower hereunder. SECTION 8.12 USA PATRIOT ACT NOTIFICATION. The following
notification is provided to the Borrowers pursuant to Section 326 of the USA
Patriot Act of 2001, 31 U.S.C. Section 5318: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To
help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain,
verify, and record information that identifies each person or entity that
opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services
product. What this means for a Borrower: When any Borrower opens an
account, if such Borrower is an individual, the Administrative Agent and
the Lenders will ask for such Borrowers name, residential address, tax
identification number, date of birth, and other information that will
allow the Administrative Agent and the Lenders to identify such Borrower,
and, if such Borrower is not an individual, the Administrative Agent and
the Lenders will ask for such Borrowers name, tax identification number,
business address, and other information that will allow the
Administrative Agent and the Lenders to identify such Borrower. The
Administrative Agent and the Lenders may also ask, if such Borrower is an
individual, to see such Borrowers drivers license or other identifying
documents, and, if such Borrower is not an individual, to see such
Borrowers legal organizational documents or other identifying documents. SECTION 1.07 Termination of Existing Agreement. The Borrowers, the
Lenders which are parties to the Existing Agreement (which Lenders constitute
the Majority Lenders as defined in the Existing Agreement) and Bank One, as
Administrative Agent under the Existing Agreement, agree that, on the Closing
Date, the commitments under the Existing Agreement shall terminate and be of no
further force or effect (without regard to any requirement in Section
2.04 of the Existing Agreement for prior notice of termination of the
commitments thereunder). [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] -50-




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##### 



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written. EXELON CORPORATIONBy:Name:Title:COMMONWEALTH EDISON COMPANYBy:Name:Title:PECO ENERGY COMPANYBy:Name:Title:EXELON GENERATION COMPANY, LLCBy:Name:Title:
 Five Year Credit Agreement




---



##### 



THE LENDERS BANK ONE, NA(Main Office Chicago), asAdministrative Agent, as LC Issuer and as a LenderBy:Name:Title:
 Five Year Credit Agreement




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##### 



BARCLAYS BANK PLC, as Syndication Agent
and as a LenderBy:Name:Title:
 Five Year Credit Agreement




---



##### 



CITIBANK, N.A., as Co-Documentation Agent
and as a LenderBy:Name:Title:
 Five Year Credit Agreement




---



##### 



WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Documentation
Agent and as a LenderBy:Name:Title:
 Five Year Credit Agreement




---



##### 



ABN AMRO BANK, N.V., as Co-Documentation
Agent and as a LenderBy:Name:Title:By:Name:Title:
 Five Year Credit Agreement




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##### 



DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHESBy:Name:Title:By:Name:Title:
 Five Year Credit Agreement




---



##### 



DEUTSCHE BANK AG NEW YORK BRANCHBy:Name:Title:By:Name:Title:
 Five Year Credit Agreement




---



##### 



BANK OF AMERICA, N.A.By:Name:Title:
 Five Year Credit Agreement




---



##### 



JPMORGAN CHASE BANKBy:Name:Title:
 Five Year Credit Agreement




---



##### 



KEYBANK NATIONAL ASSOCIATIONBy:Name:Title:
 Five Year Credit Agreement




---



##### 



LEHMAN BROTHERS BANK, FSBBy:Name:Title:
 Five Year Credit Agreement




---



##### 



MORGAN STANLEY BANKBy:Name:Title:
 Five Year Credit Agreement




---



##### 



BNP PARIBASBy:Name:Title:By:Name:Title:
 Five Year Credit Agreement




---



##### 



MERRILL LYNCH BANK USABy:Name:Title:
 Five Year Credit Agreement




---



##### 



THE BANK OF NOVA SCOTIABy:Name:Title:
 Five Year Credit Agreement




---



##### 



UBS LOAN FINANCE LLCBy:Name:Title:By:Name:Title:
 Five Year Credit Agreement




---



##### 



THE NORTHERN TRUST COMPANYBy:Name:Title:
 Five Year Credit Agreement




---



##### 



MELLON BANK, N.A.By:Name:Title:
 Five Year Credit Agreement




---



##### 



CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCHBy:Name:Title:By:Name:Title:
 Five Year Credit Agreement




---



##### 



THE BANK OF NEW YORKBy:Name:Title:
 Five Year Credit Agreement




---



##### 



MIZUHO CORPORATE BANK, LTD.By:Name:Title:
 Five Year Credit Agreement




---



##### 



U.S. BANK NATIONAL ASSOCIATIONBy:Name:Title:
 Five Year Credit Agreement




---



##### 



WELLS FARGO BANK, N.A.By:Name:Title:By:Name:Title:
 Five Year Credit Agreement




---



##### 



FIFTH THIRD BANKBy:Name:Title:
 Five Year Credit Agreement




---



##### 



SCHEDULE I
PRICING SCHEDULE The Applicable Margin, the Facility Fee Rate, the Utilization Fee
Rate and the LC Fee Rate for any day are the respective percentages set
forth below in the applicable row under the column corresponding to the Status
that exists on such day: ApplicableMargin and LC
    
    Facility FeeStatus
    
    Fee Rate
    
    Rate
    
    Utilization Fee RateLevel I
    
    
    0.300
    %
    
    
    0.100
    %
    
    
    0.100
    %Level II
    
    
    0.400
    %
    
    
    0.125
    %
    
    
    0.100
    %Level III
    
    
    0.475
    %
    
    
    0.150
    %
    
    
    0.125
    %Level IV
    
    
    0.575
    %
    
    
    0.175
    %
    
    
    0.125
    %Level V
    
    
    0.750
    %
    
    
    0.250
    %
    
    
    0.250
    %Level VI
    
    
    0.825
    %
    
    
    0.300
    %
    
    
    0.500
    %
 The Applicable Margin, the Facility Fee Rate, the Utilization Fee Rate and
the LC Fee Rate shall be determined separately for each Borrower in accordance
with the table above based on the Status for such Borrower. The Status in
effect for any Borrower on any date for the purposes of this Pricing Schedule
is based on the Moodys Rating and S&P Rating in effect at the close of
business on such date. For the purposes of the foregoing (but subject to the final paragraph of
this Pricing Schedule): Level I Status exists at any date for a Borrower if, on such date, such
Borrowers Moodys Rating is A2 or better or such Borrowers S&P Rating is A or
better. Level II Status exists at any date for a Borrower if, on such date, (i)
Level I Status does not exist for such Borrower and (ii) such Borrowers
Moodys Rating is A3 or better or such Borrowers S&P Rating is A- or better. Level III Status exists at any date for a Borrower if, on such date, (i)
neither Level I Status nor Level II Status exists for such Borrower and (ii)
such Borrowers Moodys Rating is Baa1 or better or such Borrowers S&P Rating
is BBB+ or better. Level IV Status exists at any date for a Borrower if, on such date, (i)
none of Level I Status, Level II Status or Level III Status exists for such
Borrower and (ii) such Borrowers Moodys Rating is Baa2 or better or such
Borrowers S&P Rating is BBB or better. I-1




---



##### 



Level V Status exists at any date if, on such date, (i) none of Level I
Status, Level II Status, Level III Status or Level IV status exists for such
Borrower and (ii) such Borrowers Moodys Rating is Baa3 or better or such
Borrowers S&P Rating is BBB- or better. Level VI Status exists at any date for a Borrower if, on such date, none
of Level I Status, Level II Status, Level III Status, Level IV Status or Level
V Status exists for such Borrower. Status means Level I Status, Level II Status, Level III Status, Level IV
Status, Level V Status or Level VI Status. If the S&P Rating and the Moodys Rating for a Borrower create a
split-rated situation and the ratings differential is one level, the higher
rating will apply. If the differential is two levels or more, the intermediate
rating at the midpoint will apply. If there is no midpoint, the higher of the
two intermediate ratings will apply. If a Borrower has no Moodys Rating or no
S&P Rating, Level VI Status shall exist for such Borrower. I-2




---



##### 



SCHEDULE II
COMMITMENTS LENDER
    
    COMMITMENTBank One, NA
    
    $
    55,000,000Barclays Bank PLC
    
    $
    55,000,000ABN AMRO Bank, N.V.
    
    $
    55,000,000Citibank, N.A.
    
    $
    55,000,000Wachovia Bank, National Association
    
    $
    55,000,000Dresdner Bank, AG New York and Grand Cayman Branches
    
    $
    55,000,000Deutsche Bank
    
    $
    85,000,000Bank of America, N.A.
    
    $
    43,000,000BNP Paribas
    
    $
    43,000,000KeyBank National Association
    
    $
    43,000,000Lehman Brothers Bank, FSB
    
    $
    43,000,000Merrill Lynch Bank USA
    
    $
    43,000,000Morgan Stanley Bank
    
    $
    43,000,000The Bank of Nova Scotia
    
    $
    43,000,000UBS Loan Finance LLC
    
    $
    43,000,000Credit Suisse First Boston
    
    $
    43,000,000The Bank of New York
    
    $
    43,000,000Mellon Bank, N.A.
    
    $
    26,000,000The Northern Trust Company
    
    $
    26,000,000U.S. Bank National Association
    
    $
    26,000,000Wells Fargo Bank, N.A.
    
    $
    26,000,000Fifth Third Bank
    
    $
    26,000,000Mizuho Corporate Bank, Ltd.
    
    $
    25,000,000TOTAL
    
    $
    1,000,000,000
 II-1




---



##### 



SCHEDULE III
EXISTING LETTERS OF CREDIT Current
    
    OriginalAmount
    
    Amount
    
    Actual
    
    AdjustedNumber
    
    Type
    
    Borrower
    
    (in Dollars)
    
    (in Dollars)
    
    Expiration
    
    Expiration00326928
    
    Standby Letter of Credit
    
    ComEd
    
    
    25,425,000.00
    
    
    
    18,350,000.00
    
    
    12-Aug-2004
    
    15-Aug-2005SLT410001
    
    Standby Letter of Credit
    
    ComEd
    
    
    60,000.00
    
    
    
    60,000.00
    
    
    17-Feb-2005
    
    17-Feb-200500325419
    
    Standby Letter of Credit
    
    Exelon
    
    
    1,001,725.00
    
    
    
    2,155,500.00
    
    
    31-Oct-2004
    
    19-Dec-200400326103
    
    Standby Letter of Credit
    
    Exelon
    
    
    2,884,188.00
    
    
    
    12,500,000.00
    
    
    31-Dec-2004
    
    19-Dec-200400330868
    
    Standby Letter of Credit
    
    Exelon
    
    
    1,000,000.00
    
    
    
    1,000,000.00
    
    
    30-Jun-2004
    
    30-Jun-2004SLT325319
    
    Standby Letter of Credit
    
    Exelon
    
    
    220,000.00
    
    
    
    200,000.00
    
    
    20-May-2005
    
    20-Nov-2004SLT325320
    
    Standby Letter of Credit
    
    Exelon
    
    
    1,587,411.62
    
    
    
    1,587,411.62
    
    
    20-May-2005
    
    20-Nov-200400326643
    
    Standby Letter of Credit
    
    Exelon
    
    
    5,500,000.00
    
    
    
    5,500,000.00
    
    
    31-May-2005
    
    31-May-200500326644
    
    Standby Letter of Credit
    
    Exelon
    
    
    1,000,000.00
    
    
    
    1,000,000.00
    
    
    31-May-2005
    
    31-May-200500325420
    
    Standby Letter of Credit
    
    Exelon
    
    
    87,669.00
    
    
    
    87,669.00
    
    
    31-Jul-2004
    
    31-Jul-2005SLT326297
    
    Standby Letter of Credit
    
    Exelon
    
    
    60,600.00
    
    
    
    60,600.00
    
    
    15-Nov-2004
    
    15-Nov-200500325611
    
    Standby Letter of Credit
    
    Exelon
    
    
    3,400,000.00
    
    
    
    3,400,000.00
    
    
    1-Oct-2004
    
    19-Dec-200400325715
    
    Standby Letter of Credit
    
    Exelon
    
    
    20,000.00
    
    
    
    20,000.00
    
    
    10-Oct-2004
    
    10-Oct-200400326947
    
    Standby Letter of Credit
    
    Exelon
    
    
    1,700,000.00
    
    
    
    1,700,000.00
    
    
    12-Aug-2004
    
    12-Aug-200500330949
    
    Standby Letter of Credit
    
    Exelon
    
    
    185,000.00
    
    
    
    185,000.00
    
    
    9-Feb-2005
    
    9-Feb-2005SLT751645
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    7,000,000.00
    
    
    
    10,000,000.00
    
    
    21-Nov-2004
    
    7-Oct-2004SLT752101
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    1,150,000.00
    
    
    
    1,150,000.00
    
    
    4-Dec-2004
    
    4-Dec-200400325698
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    250,000.00
    
    
    
    250,000.00
    
    
    30-Sep-2004
    
    30-Sep-2004SLT332490
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    250,000.00
    
    
    
    250,000.00
    
    
    30-Sep-2004
    
    30-Jun-200400325858
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    390,000.00
    
    
    
    2,200,000.00
    
    
    30-Nov-2004
    
    30-Nov-200400325446
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    50,000.00
    
    
    
    45,000.00
    
    
    31-May-2005
    
    31-May-200500330190
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    2,000,000.00
    
    
    
    2,000,000.00
    
    
    30-Sep-2004
    
    30-Sep-200400326663
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    635,000.00
    
    
    
    575,000.00
    
    
    31-May-2005
    
    31-May-2005
 III-1




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##### 



Current
    
    OriginalAmount
    
    Amount
    
    Actual
    
    AdjustedNumber
    
    Type
    
    Borrower
    
    (in Dollars)
    
    (in Dollars)
    
    Expiration
    
    Expiration00329840
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    335,000.00
    
    
    
    1,400,000.00
    
    
    31-Mar-2005
    
    31-Mar-200500330867
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    250,000.00
    
    
    
    2,000,000.00
    
    
    31-Aug-2004
    
    31-Aug-200500326414
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    100,000.00
    
    
    
    2,000,000.00
    
    
    23-Apr-2005
    
    24-Apr-2005SLT751658
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    1,252,000.00
    
    
    
    950,000.00
    
    
    5-Dec-2004
    
    5-Dec-200400325638
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    1,700,000.00
    
    
    
    1,700,000.00
    
    
    19-Dec-2004
    
    19-Dec-200400330901
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    7,325,000.00
    
    
    
    6,125,000.00
    
    
    1-Dec-2004
    
    1-Dec-200400331843
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    3,500,000.00
    
    
    
    1,500,000.00
    
    
    14-Apr-2005
    
    14-Apr-2005SLT330230
    
    Standby Letter of Credit
    

    Exelon Generation
    
    
    250,000.00
    
    
    
    250,000.00
    
    
    12/1/04
    
    1-Dec-2004SLT751677
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    1,700,000.00
    
    
    
    1,700,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751676
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    200,000.00
    
    
    
    200,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751674
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    2,268,926.00
    
    
    
    1,211,426.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751678
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    2,300,000.00
    
    
    
    2,300,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751675
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    300,000.00
    
    
    
    300,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751673
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    3,628,504.00
    
    
    
    2,335,904.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751670
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    45,000,000.00
    
    
    
    45,000,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT752168
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    50,000,000.00
    
    
    
    50,000,000.00
    
    
    25-Jan-2005
    
    26-Jan-2005SLT751672
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    250,000.00
    
    
    
    250,000.00
    
    
    30-Jun-2005
    
    7-Jul-2004SLT751679
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    590,000.00
    

    
    
    575,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751667
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    325,000.00
    
    
    
    315,000.00
    
    
    30-Jun-2005
    
    30-Jun-2005SLT751684
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    4,050,000.00
    
    
    
    7,500,000.00
    
    
    30-Jul-2004
    
    30-Jul-2004SLT751685
    
    Standby Letter of Credit
    
    Exelon Generation
    
    
    2,194,653.00
    
    
    
    2,194,653.00
    
    
    30-Jun-2005
    
    30-Jun-2005
 III-2




---



##### 



SCHEDULE IV
EXISTING TAX EXEMPT DEBT ISSUANCES Exelon Corp. Tax-exempt
Debt - As of 6/30/04 ComEdSeries
    
    Rate
    
    Issue Date
    
    Maturity
    
    Call Date
    
    Call Price
    
    Principal
    
    CUSIPPollution Control-1996A
    
    4.400%
    
    06/27/96
    
    12/1/06
    
    
    
    
    
    $
    110,000,000
    
    
    451888DM0Pollution Control-1996B
    
    4.400%
    
    06/27/96
    
    12/1/06
    
    
    
    
    
    $
    89,400,000
    
    
    451888DL2Pollution Control-1994B
    
    5.700%
    
    01/15/94
    
    01/15/09
    
    
    
    
    
    $
    20,000,000
    
    
    451888CP4IL Dev. Fin. Authority - 2002 A
    
    Auction
    
    06/04/02
    
    04/15/13
    
    
    
    
    
    $
    100,000,000
    
    
    451888DY4IL Dev. Fin. Authority - 2003 D
    
    Auction
    
    12/23/03
    
    01/15/14
    
    
    
    
    
    $
    19,975,000
    
    
    451888EE7Pollution Control-1994C
    
    5.850%
    
    01/15/94
    
    01/15/14
    
    
    
    
    
    $
    20,000,000
    
    
    451888CQ2Pollution Control-1994D
    
    6.750%
    
    12/01/94
    
    03/01/15
    
    03/01/05
    
    102%
    
    $
    91,000,000
    
    
    451888CU3IL Dev. Fin. Authority - 2003 A
    
    Auction
    
    05/08/03
    
    05/15/17
    
    
    
    
    
    $
    40,000,000
    
    
    452015BP4IL Dev. Fin. Authority - 2003 B
    
    Auction
    
    09/24/03
    
    11/01/19
    
    
    
    
    
    $
    42,200,000
    
    
    451888EC1IL Dev. Fin. Authority - 2003 C
    
    Auction
    
    11/19/03
    
    03/01/20
    
    
    
    
    
    $
    50,000,000
    
    
    451888ED9Total
    
    
    
    
    
    $
    582,575,000
 PECOSeries
    
    Rate
    
    Issue Date
    
    Maturity
    
    Call Date
    
    Call Price
    
    Principal
    
    CUSIPDelaware Co. 1988 Ser. A
    
    Auction
    
    4/1/93
    
    12/1/12
    
    
    
    
    
    $
    50,000,000
    
    
    246015AV3Delaware Co. 1988 Ser. B
    
    Auction
    
    4/1/93
    
    12/1/12
    
    
    
    
    
    $
    50,000,000
    
    
    246015AW1Delaware Co. 1988 Ser. C
    
    Auction
    
    4/1/93
    
    12/1/12
    
    
    
    
    
    $
    50,000,000
    
    
    246015AX9Salem Co. 1988 Ser. A
    
    Auction
    
    4/1/93
    
    12/1/12
    
    
    
    
    
    $
    4,200,000
    
    
    794103AY7Delaware Co. 1999 Ser. A
    
    5.2% 5yrPUT
    
    10/14/99
    
    4/1/21
    
    9/30/04
    
    Par
    
    $
    50,765,000
    
    
    246015BE0Montgomery Co. 1999 Ser. A
    
    5.2% 5yrPUT
    
    10/14/99
    
    10/1/30
    
    9/30/04
    
    Par
    
    $
    91,775,000
    
    
    6130RAB2Montgomery Co. 1999 Ser. B
    
    5.3% 5yrPUT
    
    10/14/99
    
    10/1/34
    
    9/30/04
    
    Par
    
    $
    13,880,000
    
    
    6130RAC0Total
    
    
    
    
    
    $
    310,620,000
 IV-1




---



##### 



Exelon GenerationSeries
    
    Rate
    
    Issue Date
    
    Maturity
    
    Call Date
    
    Call Price
    
    Principal
    
    CUSIPMontgomery Co. 2001 Ser. B
    
    CP
    
    9/5/01
    
    10/1/30
    
    
    
    
    
    $
    68,795,000
    
    
    61360QAA6Delaware Co. 2001 Ser. A
    
    CP
    
    4/25/01
    
    4/1/21
    
    
    
    
    
    $
    39,235,000
    
    
    24601VAA2Montgomery Co. 2001 Ser. A
    
    CP
    
    4/25/01
    
    10/1/34
    
    
    
    
    
    $
    13,150,000
    
    
    61360RAD8Delaware Co. 1993 Ser. A
    
    CP
    
    8/24/93
    
    8/1/16
    
    
    
    
    
    $
    24,125,000
    
    
    24601TAJ8Salem Co. 1993 Ser. A
    
    CP
    
    9/9/93
    
    3/1/25
    
    
    
    
    
    $
    23,000,000
    
    
    79410QAX8Montgomery Co. 1994 Ser. A
    
    CP
    
    2/14/95
    
    6/1/29
    
    
    
    
    
    $
    82,560,000
    
    
    613609NXMontgomery Co. 1994 Ser. B
    
    CP
    
    7/2/95
    
    6/1/29
    
    
    
    
    
    $
    13,340,000
    
    
    613609NYYork County 1993 Ser. A
    
    CP
    
    8/24/93
    
    8/1/16
    
    
    
    
    
    $
    18,440,000
    
    
    98640TAE6Montgomery Co. 1996 Ser. A
    
    CP
    
    3/27/96
    
    3/1/34
    
    
    
    
    
    $
    34,000,000
    
    
    61360RAA4Montgomery Co. 2002 Ser. A
    
    CP
    
    7/24/02
    
    12/1/29
    
    
    
    
    
    $
    29,530,000
    
    
    61360SAA2Indiana Co. 2003 A
    
    Weekly
    
    6/3/03
    
    6/1/27
    
    
    
    
    
    $
    17,240,000
    
    
    454695AJ6Total
    
    
    
    
    
    $
    363,415,000
 IV-2




---



##### 



EXHIBIT A FORM OF NOTE Dated: [
        ], 20__ FOR VALUE RECEIVED, the undersigned, , a  (the
Borrower), HEREBY PROMISES TO PAY to the order of  (the
Lender), for the account of its Applicable Lending Office (such term and
other capitalized terms herein being used as defined in the Credit Agreement
referred to below) on the Maturity Date, the aggregate principal amount of all
outstanding Advances made by the Lender to the Borrower pursuant to the Credit
Agreement. The Borrower further promises to pay interest on the unpaid principal
amount of each Advance from the date of such Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United
States of America to Bank One, NA, as Administrative Agent, at 1 Bank One
Plaza, Chicago, Illinois 60670, in immediately available funds. Each Advance
made by the Lender to the Borrower pursuant to the Credit Agreement, and all
payments made on account of principal thereof, shall be recorded by the Lender
and, at the Lenders option, endorsed on the grid attached hereto which is part
of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled
to the benefits of, the Five Year Credit Agreement dated as of July 16, 2004
among the Borrower, [Exelon Corporation, Commonwealth Edison Company, PECO
Energy Company, Exelon Generation Company, LLC], various financial institutions
and Bank One, NA, as Administrative Agent (as amended, modified or supplemented
from time to time, the Credit Agreement). The Credit Agreement, among other
things, (i) provides for the making of Advances by the Lender to the Borrower
from time to time in an aggregate amount not to exceed at any time outstanding
the Lenders Pro Rata Share of the Borrowers Sublimit at such time and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified. The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights. A-1




---



##### 



THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA [EXELON CORPORATION][PECO ENERGY COMPANY][COMMONWEALTH EDISON COMPANY][EXELON GENERATION COMPANY, LLC]
 ByName:Title:
 A-2




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##### 



ADVANCES AND PAYMENTS OF PRINCIPAL Amount ofPrincipal
    
    UnpaidAmount of
    
    Paid or
    
    Principal
    
    NotationDate
    
    Advance
    
    Prepaid
    
    Balance
    
    Made By
 A-3




---



##### 



EXHIBIT B FORM OF NOTICE OF BORROWING Bank One, NA, as Administrative Agent
for the Lenders parties to the Credit Agreement referred to below
1 Bank One Plaza
Chicago, Illinois 60670 [Date] Attention: Utilities Department
North American Finance Group Ladies and Gentlemen: The undersigned, [Exelon Corporation] [PECO Energy Company] [Commonwealth
Edison Company] [Exelon Generation Company, LLC], refers to the Five Year
Credit Agreement, dated as of July 16, 2004, among Exelon Corporation, PECO
Energy Company, Commonwealth Edison Company, Exelon Generation Company, LLC,
various financial institutions and Bank One, NA, as Administrative Agent (as
amended, modified or supplemented from time to time, the Credit Agreement),
and hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the
Credit Agreement that the undersigned requests a Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Borrowing (the Proposed Borrowing) as required by Section 2.02(a) of the
Credit Agreement: (i) The Business Day of the Proposed Borrowing is , 20. (ii) The Type of Advances to be made in connection with the Proposed
Borrowing is [Base Rate Advances] [Eurodollar Rate Advances]. (iii) The aggregate amount of the Proposed Borrowing is $. (iv) The Interest Period for each Advance made as part of the
Proposed Borrowing is [ month[s]]. The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties of the undersigned
contained in Section 4.01 of the Credit Agreement (excluding, if
the proceeds of the Proposed Borrowing will be used exclusively to
repay commercial paper issued by the undersigned, the
representations and warranties set forth in Section 4.01(e) and the
first sentence of Section 4.01(f) of the Credit Agreement) are
correct, before and after giving effect to the Proposed Borrowing
and to the application of the proceeds therefrom, as though made on
and as of such date; B-1




---



##### 



(B) no event has occurred and is continuing, or would result
from such Proposed Borrowing or from the application of the
proceeds therefrom, that constitutes an Event of Default or
Unmatured Event of Default; and (C) after giving effect to the Proposed Borrowing, the
undersigned will not have exceeded any limitation on its ability to
incur indebtedness (including any limitation imposed by any
governmental or regulatory authority). Very truly yours,[EXELON CORPORATION]
[PECO ENERGY COMPANY]
[COMMONWEALTH EDISON COMPANY]
[EXELON GENERATION COMPANY, LLC]
 ByName:Title:
 B-2




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##### 



EXHIBIT C
FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Assumption (the Assignment and Assumption) is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor](the Assignor) and
[Insert name of Assignee](the Assignee). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Second Amended and Restated Credit Agreement identified below (as amended, the
Credit Agreement), receipt of a copy of which is hereby acknowledged
by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Agent as contemplated below, the interest in and to all of the Assignors
rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto that
represents the amount and percentage interest identified below of all of the
Assignors outstanding rights and obligations under the respective facilities
identified below (including without limitation any letters of credit,
guaranties and swingline loans included in such facilities and, to the extent
permitted to be assigned under applicable law, all claims (including without
limitation contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity), suits, causes of action and any
other right of the Assignor against any Person whether known or unknown arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed
thereby) (the Assigned Interest). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.  1.
    
    Assignor:2.
    
    Assignee: [and is an affiliate of Assignor]3.
    
    Borrowers:  Exelon Corporation, Commonwealth Edison Company, PECO Energy
Company and Exelon Generation Company, LLC4.
    
    Agent:  Bank One, NA, as the Agent under the Credit Agreement.5.
    
    Credit Agreement: Five Year Credit Agreement, dated
as of July 16, 2004, among the
Borrowers, the Lenders party
thereto, and the Agent. C-1




---



##### 



6.
    
    Assigned Interest: Aggregate Amount ofCommitment/
    
    Amount of Commitment/
    
    Percentage AssignedOutstanding Credit
    
    Outstanding Credit
    
    of Commitment/Exposure for all
    
    Exposure
    
    Outstanding CreditFacility Assigned
    
    Lenders *
    
    Assigned*
    
    Exposure1____________
    
    $
    
    
    
    $
    
    
    
    
    
    %____________
    
    $
    
    
    
    $
    
    
    
    
    
    %____________
    
    $
    
    
    
    $
    
    
    
    
    
    %
 7. Trade
Date: 2
Effective Date:, 20 TO BE INSERTED BY AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.] The terms set forth in this Assignment and Assumption are hereby agreed
to: ASSIGNEE[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNOR]By:Title:
 [Consented to and]3 Accepted:BANK ONE, NA, as AgentBy:Title:[Consented to:]4[NAME OF RELEVANT PARTY]By:Title:
 * Amount to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.  1
    
    Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.2
    
    Insert if satisfaction of minimum amounts is to be determined as of the Trade
Date.3
    
    To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.4
    
    To be added only if the consent of the Borrowers and/or other parties (e.g. LC
Issuer) is required by the terms of the Credit Agreement. C-2




---



##### 



ANNEX 1TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1 Assignor. The Assignor represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its
officers, directors, employees, agents or attorneys shall be responsible for
(i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Credit Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency, perfection,
priority, collectibility, or value of the Credit Documents or any collateral
thereunder, (iii) the financial condition of the Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Credit Document, (iv) the performance or observance by the Company, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document, (v) inspecting any of the property,
books or records of the Company, or any guarantor, or (vi) any mistake, error
of judgment, or action taken or omitted to be taken in connection with the
Credit Extensions or the Credit Documents. 1.2. Assignee. The Assignee (a) represents and warrants that (i)
it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iii) agrees that
its payment instructions and notice instructions are as set forth in Schedule 1
to this Assignment and Assumption, (iv) confirms that none of the funds,
monies, assets or other consideration being used to make the purchase and
assumption hereunder are plan assets as defined under ERISA and that its
rights, benefits and interests in and under the Credit Documents will not be
plan assets under ERISA, (v) agrees to indemnify and hold the Assignor
harmless against all losses, costs and expenses (including, without limitation,
reasonable attorneys fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignees non-performance of
the obligations assumed under this Assignment and Assumption, (vi) it has
received a copy of the Credit Agreement, together with copies of financial
statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Agent or any other Lender, and (vii) attached as Schedule 1 to this
Assignment and Assumption is any documentation required to be delivered by the
Assignee with respect to its tax status pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee and (b) agrees that (i)
it will, independently and without reliance on the Agent, the Assignor or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action C-3




---



##### 



under the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Documents
are required to be performed by it as a Lender. 2. Payments. The Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee. From
and after the Effective Date, the Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, Reimbursement
Obligations, fees and other amounts) to the Assignor for amounts which have
accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date. 3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of New York. C-4




---



##### 



ADMINISTRATIVE QUESTIONNAIRE (Schedule to be supplied by Closing Unit or Trading Documentation Unit) C-5




---



##### 



US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS (Schedule to be supplied by Closing Unit or Trading Documentation Unit) C-6




---



##### 



EXHIBIT D - 1 FORM OF OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL July 16, 2004 To each of the Agents and the Lenders which is
a party to the Credit Agreement, dated as of July 16, 2004,
among Exelon Corporation,
Commonwealth Edison Company, PECO Energy
Company and Exelon Generation Company, LLC,
as Borrowers, the various financial institutions
named therein, as Lenders and Bank One, NA,
as Administrative Agent Re: $1,000,000,000 Five-Year Credit Agreement Ladies and Gentlemen: This opinion letter is furnished to you pursuant to Section 3.01(v) of the
$1,000,000,000 Five-Year Credit Agreement, dated as of July 16, 2004(the
Agreement), among Exelon Corporation (Exelon), Commonwealth Edison Company
(ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC
(Genco), as Borrowers, the various financial institutions named therein, as
Lenders and Bank One, NA, as Administrative Agent. Unless otherwise specified,
terms defined in the Agreement are used herein as therein defined. We have acted as counsel for Exelon, Genco and PECO (collectively, the
Pennsylvania Borrowers) in connection with the preparation, execution and
delivery of the Agreement and as local counsel for ComEd with respect to
certain matters of Pennsylvania law relating to the Agreement. In that
capacity, we have examined the following: (i) The Agreement, the Notes executed by Exelon (the Exelon
Notes), the Notes executed by PECO (the PECO Notes), the Notes
executed by Genco (the Genco Notes) and the Notes executed by ComEd
(the ComEd Notes and, together with the Exelon Notes, the PECO Notes
and the Genco Notes, the Notes); (ii) The documents furnished by each of the Pennsylvania Borrowers
pursuant to Section 3.01 of the Agreement; (iii) The Articles of Incorporation of each of Exelon and PECO and
all amendments thereto (in each case, its Charter); (iv) The by-laws of each of Exelon and PECO and all amendments
thereto (in each case, its By-laws); (v) the Operating Agreement of Genco and all amendments thereto
(the Operating Agreement); D-1-1




---



##### 



(vi) certificate from the Secretary of State of the Commonwealth
of Pennsylvania dated [ ], 2004 certifying as to the subsistence of
Exelon in Pennsylvania; (vii) certificate from the Secretary of State of the Commonwealth
of Pennsylvania dated [ ], 2004 certifying as to the subsistence of
PECO in Pennsylvania; and (viii) A certificate from the Secretary of State of the
Commonwealth of Pennsylvania dated [ ], 2004 certifying as to the
subsistence of Genco in Pennsylvania; We have also examined, and relied upon the accuracy of factual matters
contained in, originals or copies, certified or otherwise identified to our
satisfaction, of such other corporate or organizational records of the
Pennsylvania Borrowers, certificates or comparable documents of public
officials and of officers of the Pennsylvania Borrowers, and such other
agreements, instruments and documents and have made such examinations of law as
we have deemed necessary in connection with the opinions set forth below. We have assumed the legal capacity and competence of natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of documents submitted
to us as certified, conformed, photostatic, electronic or facsimile copies. We
have made no independent factual investigation other than as described above,
and as to other factual matters, we have relied exclusively on the facts stated
in the representations and warranties contained in the Agreement and the
Exhibits and Schedules to the Agreement (other than representations and
warranties constituting conclusions of law on matters on which we opine). We
have not examined any records of any court, administrative tribunal or other
similar entity in connection with our opinion. When an opinion or confirmation is given to our knowledge or with
reference to matters of which we are aware or which are known to us, or with
another similar qualification, the relevant knowledge or awareness is limited
to the actual contemporaneous knowledge or awareness of facts, without
investigation, by the lawyer who is the current primary contact for each of the
Pennsylvania Borrowers and the individual lawyers in this firm who have
participated in the specific transaction to which this opinion letter relates. We have also assumed, without verification, (i) that the parties to the
Agreement and the other agreements, instruments and documents executed in
connection therewith, other than the Borrowers, have the power (including,
without limitation, corporate power where applicable) and authority to enter
into and perform the Agreement and such other agreements, instruments and
documents, (ii) the due authorization, execution and delivery by such parties
other than the Borrowers of the Agreement and such other agreements,
instruments and documents, (iii) that the Agreement and such other agreements,
instruments and documents constitute legal, valid and binding obligations of
each such party other than the Borrowers, enforceable against each such other
party in accordance with their respective terms and (iv) the amount of a
Borrowers borrowings outstanding under the Agreement and the $500,000,000
3-Year Credit Agreement to which each Borrower is a party will not exceed
the amount such Borrower is authorized to borrow under any approval referred to
in Paragraphs 4 and 8 below. D-1-2




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Based upon the foregoing and subject to the assumptions, exceptions,
limitations and qualifications set forth herein, we are of the opinion that: 1. Each of Exelon and PECO is a corporation duly incorporated
and presently subsisting under the laws of the Commonwealth of
Pennsylvania. Genco is a limited liability company duly formed and
presently subsisting under the laws of the Commonwealth of
Pennsylvania. 2. The execution and delivery, and the performance of the
obligations thereunder, by the Pennsylvania Borrowers of the
Agreement and the applicable Notes (a) are within the Pennsylvania
Borrowers corporate or limited liability company powers, (b) have
been duly authorized by all necessary corporate and limited
liability company action of each of the Pennsylvania Borrowers, (c)
do not violate the Charter, By-laws or the Operating Agreement, as
the case may be, of each of the Pennsylvania Borrowers, violate
any present statute, rule or regulation promulgated by the United
States or the Commonwealth of Pennsylvania or to our knowledge,
breach or result in a default under any agreement or instrument to
which any of the Pennsylvania Borrowers is a party or by which any
of the Pennsylvania Borrowers is bound and (d) to our knowledge, do
not result in the creation or imposition of any lien, security
interest or other charge or encumbrance upon or with respect to any
of the properties of the Pennsylvania Borrowers pursuant to such
agreements or instruments referred to in clause (c)(iii), except
security interests and liens created under the Agreement. 3. The execution, delivery and performance by ComEd of the
Agreement and the ComEd Notes do not violate any present statute,
rule or regulation promulgated by the Commonwealth of Pennsylvania. 4. No consent or approval of, or notice to or filing with, any
federal or state regulatory authority of the United States or the
Commonwealth of Pennsylvania is required by the Pennsylvania
Borrowers in connection with the execution or delivery by the
Pennsylvania Borrowers of the Agreement or the applicable Notes,
except for, in the case of Exelon and Genco, the authorization of
the U.S. Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935 and, in the case of PECO,
approval from the Public Utility Commission of the Commonwealth of
Pennsylvania, which authorization and approval have been received
and are in full force and effect. 5. The Agreement and the Exelon Notes have been duly executed
and delivered by Exelon, and the Agreement and the Exelon Notes
constitute the legal, valid and binding obligations of Exelon,
enforceable against Exelon in accordance with their respective
terms. 6. The Agreement and the PECO Notes have been duly executed
and delivered by PECO, and the Agreement and the PECO Notes
constitute the legal, valid and binding obligations of PECO,
enforceable against PECO in accordance with their respective terms. 7. The Agreement and the Genco Notes have been duly executed
and delivered by Genco, and the Agreement and the Genco Notes
constitute the legal, D-1-3




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valid and binding obligations of Genco, enforceable against
Genco in accordance with their respective terms. 8. Assuming that the execution, delivery and performance of
the Agreement and the ComEd Notes are within ComEds corporate
power and the Agreement and the ComEd Notes have been duly
authorized, executed and delivered by ComEd after receipt of all
required governmental and regulatory approvals, the Agreement and
the ComEd Notes constitute the legal, valid and binding obligations
of ComEd, enforceable against ComEd in accordance with their
respective terms. 9. None of the Pennsylvania Borrowers is an investment
company or a company controlled by an investment company
within the meaning of the Investment Company Act of 1940, as
amended. We do not have knowledge, after inquiry of each lawyer in this firm who is
the current primary contact for the Borrowers or who has devoted substantive
attention to matters on behalf of the Borrowers during the preceding twelve
months and who is still currently employed by or a member of this firm, except
as disclosed in Exelons Annual Report on Form 10-K for the year ended December
31, 2003 or Exelons Quarterly Report on Form 10-Q for the quarter ended March
31, 2004, no litigation or governmental proceeding is pending or threatened in
writing against any Borrower with respect to the Agreement or the Notes, or
which is likely to have a material adverse effect upon the financial condition,
business, properties or prospects of any Borrower and its subsidiaries taken as
a whole. The foregoing opinions are subject to the following exceptions,
limitations and qualifications: (a) Our opinions are subject to the effect of applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, fraudulent transfer marshalling or similar laws
affecting creditors rights and remedies generally; general
principles of equity, including without limitation, concepts of
materiality, reasonableness, good faith and fair dealing
(regardless of whether such enforceability is considered in a
proceeding in equity or at law); and limitations on enforceability
of rights to indemnification or contribution by federal or state
securities laws or regulations or by public policy. (b) We draw your attention to the provisions of Section 911(b)
of the Pennsylvania Crimes Code (the Crimes Code), 18 Pa. C.S.§
911(b), in connection with the fact that the Advances bear floating
rates of interest. Section 911(b) of the Crimes Codes makes it
unlawful to use or invest income derived from a pattern of
racketeering activity in the establishment or operation of any
enterprise. Racketeering activity, as defined in the Crimes
Code, includes the collection of money or other property in full or
partial satisfaction of a debt which arose as the result of the
lending of money or other property at a rate of interest exceeding
25% per annum where not otherwise authorized by law. (c) We express no opinion as to the application or
requirements of federal or state securities (except with respect to
the opinion in paragraph 9), D-1-4




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patent, trademark, copyright, antitrust and unfair
competition, pension or employee benefit, labor, environmental
health and safety or tax laws in respect of the transactions
contemplated by or referred to in the Agreement. (d) We express no opinion as to the validity or enforceability
of any provision of the Agreement or the Notes which (i) permits
the Lenders to increase the rate of interest or to collect a late
charge in the event of delinquency or default to the extent deemed
to be penalties or forfeitures; (ii) purports to be a waiver by any
Borrower of any right or benefit except to the extent permitted by
applicable law; (iii) purports to require that waivers must be in
writing to the extent that an oral agreement or implied agreement
by trade practice or course of conduct modifying provisions of the
Agreement or the Notes has been made; (iv) purports to exculpate
any party from its own negligent acts; or (v) purports to authorize
any Participant to set off and apply any deposits at any time held,
and any other indebtedness at any time owing, by such Participant
to or for the account of any Borrower. We express no opinion as to the law of any jurisdiction other than the law
of the Commonwealth of Pennsylvania and the federal law of the United States. A copy of this opinion may be delivered by you to each financial
institution that may become a Lender under the Agreement, and such persons may
rely on this opinion as if it were addressed to them and had been delivered to
them on the date hereof. This opinion may be relied on by you and such persons
to whom you may deliver copies as provided in the preceding sentence only in
connection with the consummation of the transactions described herein and may
not be used or relied upon by you or any other person for any other purpose,
without in each instance our prior written consent. This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of
any changes in the opinions expressed herein resulting from changes in law,
changes in facts or any other matters that hereafter might occur or be brought
to our attention. Very truly yours,BALLARD SPAHR ANDREWS & INGERSOLL
 D-1-5




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EXHIBIT D-2
FORM OF OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP July 16, 2004
To each of the Agents and Lenders party to the Five
Year Credit Agreement dated as of July 16, 2004
among Exelon Corporation, Commonwealth Edison
Company, PECO Energy Company and Exelon
Generation Company, LLC, as Borrowers, the various
financial institutions named therein, as Lenders, and
Bank One, NA, as Administrative Agent Ladies and Gentlemen: We have been asked to furnish this letter to you pursuant to Section
3.01(b)(v) of the Five Year Credit Agreement dated as of July 16, 2004 (the
Credit Agreement) among Exelon Corporation (Exelon), Commonwealth Edison
Company (ComEd), PECO Energy Company (PECO) and Exelon Generation Company,
LLC (Genco), as Borrowers, various financial institutions, as Lenders, and
Bank One, NA, as Administrative Agent. Unless otherwise defined in this
letter, capitalized terms defined in the Credit Agreement are used herein as
therein defined. We have acted as Illinois counsel to ComEd in connection with the
execution and delivery of the Credit Agreement and the Notes executed and
delivered by ComEd (the ComEd Notes). In that capacity, we have examined:  (i)
    
    the Credit Agreement;(ii)
    
    the ComEd Notes;(iii)
    
    the Restated Articles of
Incorporation of ComEd and all amendments thereto
(the ComEd Charter); and(iv)
    
    the by-laws of ComEd and all
amendments thereto (the ComEd By-Laws). We are familiar with the corporate proceedings taken by ComEd in
connection with the Credit Agreement and the transactions contemplated thereby.
For purposes of expressing the opinions expressed in this letter, we have
relied, as to various questions of fact material thereto, upon the
representations made by ComEd in the Credit Agreement and upon certificates of
officers of ComEd. We have also examined originals, or copies of originals
certified to our satisfaction, of such corporate records of ComEd and such
agreements, documents, certificates and other statements of government
officials and other instruments, have examined such questions of law and have
satisfied ourselves as to such matters of fact as we have considered relevant
and necessary as a basis for this letter. We have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as certified or photostatic copies
or by facsimile or other means of electronic transmission. We have also
assumed that the amount of ComEds borrowings outstanding under the Credit D-2-1




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Agreement and the Three Year Credit Agreement dated as of October 31,
2003, as amended by the First Amendment to Credit Agreement dated as of July
16, 2004, among Exelon, ComEd, PECO and Genco, as Borrowers, various financial
institutions, as Lenders, and Bank One, NA, as Administrative Agent, will not
exceed the amount that ComEd is authorized to borrow under any approval
referred to in paragraph 5. With respect to any instrument or agreement
executed or to be executed by any party other than ComEd, we have assumed, to
the extent relevant to the opinions set forth herein, that (i) such other party
(if not a natural person) has been duly organized and is validly existing and
in good standing under the laws of its jurisdiction of organization and (ii)
such other party has full right, power and authority to execute, deliver and
perform its obligations under each instrument or agreement to which it is a
party and each such instrument or agreement has been duly authorized (if
applicable), executed and delivered by, and is a valid, binding and enforceable
agreement or obligation, as the case may be, of, such other party. Based upon the foregoing and subject to the qualifications and limitations
stated below, it is our opinion that: 1. ComEd is a corporation duly organized, validly existing and in
good standing under the laws of the State of Illinois. 2. The execution and delivery by ComEd of, and performance by ComEd
of its obligations under, the Credit Agreement and the ComEd Notes are
within its corporate powers, have been duly authorized by all necessary
corporate action, and do not (a) violate any provision of the ComEd
Charter, the ComEd By-laws or any law, rule or regulation known to us to
be customarily applicable to transactions of the nature contemplated by
the Credit Agreement or the ComEd Notes or (b) to our knowledge, breach,
constitute a default under or otherwise violate any agreement or
instrument to which ComEd is a party or by which it or its properties are
bound; and such execution, delivery and performance do not, to our
knowledge, result in or require the creation of any lien, security
interest or encumbrance on or in any of ComEds properties. 3. The Credit Agreement and the ComEd Notes have been duly executed
and delivered by ComEd. 4. The Credit Agreement and the ComEd Notes are, to the extent that
the laws of the State of Illinois or the federal laws of the United
States are applicable to the enforcement of ComEds obligations
thereunder, legal, valid and binding obligations of ComEd, enforceable
against ComEd in accordance with their respective terms, except to the
extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
of general applicability relating to or affecting the enforceability of
creditors rights generally, and by the effect of general principles of
equity (regardless of whether enforceability is considered in a
proceeding at law or in equity). 5. No authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body of the
United States or the State of Illinois is required for the due execution
and delivery by ComEd of, and performance by ComEd of its obligations
under, the Credit Agreement and the ComEd Notes, except for (i) the
authorization of the U.S. Securities and Exchange Commission under the
Public D-2-2




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Utility Holding Company Act of 1935, as amended, which authorization
has been received, and (ii) the approval of the Illinois Commerce
Commission under the Illinois Public Utilities Act, as amended, which
approval has been received. 6. ComEd is not an investment company within the meaning of the
Investment Company Act of 1940, as amended (Investment Company Act). We confirm to you that, to our knowledge, after inquiry of each lawyer in
this firm who currently has supervisory responsibility for matters handled by
this firm on behalf of ComEd, except as disclosed in ComEds Annual Report on
Form 10-K for the year ended December 31, 2003 and its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004, there is no pending or
overtly threatened action or proceeding to which ComEd or any of its
Subsidiaries is a party before any court, governmental agency or arbitrator
that relates to the Credit Agreement or the ComEd Notes or that could
reasonably be expected to affect materially and adversely ComEds performance
of its obligations under the Credit Agreement or the ComEd Notes. The opinion as to enforceability set forth in paragraph 4 above is subject
to the qualification that the enforceability of ComEds obligations under the
Credit Agreement and the ComEd Notes is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity). Such principles of equity are of general application and, in
applying such principles, a court, among other things, might not allow a
contracting party to exercise remedies in respect of a default deemed
immaterial, or might decline to order an obligor to perform covenants. Such
principles would include an expectation that parties act with reasonableness
and in good faith, and might be applied, for example, to provisions which
purport to grant a party with the authority to exercise sole discretion or make
conclusive determinations. We note further, that, in addition to the
application of equitable principles described above, courts have imposed an
obligation on contracting parties to act reasonably and in good faith in the
exercise of their contractual rights and remedies, and may also apply public
policy considerations in limiting the rights of parties seeking to obtain
indemnification. With respect to our opinion in paragraph 6 above that ComEd is not an
investment company within the meaning of the Investment Company Act, we have
relied exclusively, as to all factual matters, on a certificate, dated as of
the date of this letter (the Certificate), of J. Barry Mitchell, Vice
President and Treasurer of ComEd (the Executing Officer). We note that, for
purposes of determining whether a particular entity is an investment company
within the meaning of the Investment Company Act, it is necessary to examine
the value of the assets of such entity within the meaning of Section
2(a)(41)(A) of the Investment Company Act. Section 2(a)(41)(A)(ii) of the
Investment Company Act provides that the value of certain assets held by an
entity shall be the fair value of such assets as determined in good faith by
such entitys board of directors (or similar governing body). Although the
Certificate makes certain certifications regarding the value of the assets of
ComEd and certain of its subsidiaries, the Executing Officer did not request
the Board of Directors of ComEd or of any of such subsidiaries to determine the
value of any assets required to be valued at fair value pursuant to Section
2(a)(41)(A)(ii), but obtained values from other sources he deemed to be
reliable. We have assumed, however, with your permission, that all assets of D-2-3




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ComEd and its subsidiaries that are required to be valued at fair value
pursuant to Section 2(a)(41)(A)(ii) of the Investment Company Act by the Board
of Directors of ComEd or of the relevant subsidiary, as the case may be, would
have been valued at the same values ascribed to such assets in the Certificate
had the Board of Directors of ComEd or of the relevant subsidiary determined
the fair value thereof pursuant to said section. We express no opinion as to the enforceability of provisions of the Credit
Agreement that (a) attempt to exculpate other parties from liability for future
actions, inactions or practices, (b) purport to establish evidentiary
standards, (c) purport to confer subject matter jurisdiction on any court or
fix venue, (d) relate to severability or separability, (f) relate to payment
without set-off or that otherwise purport to make obligations of, or
determinations by, any party unconditional and absolute or (g) constitute
agreements to agree. We also express no opinion as to the enforceability of
provisions in the Credit Agreement to the effect that terms may not be waived
or modified except in writing. Any opinion or statement herein which is expressed to be to our
knowledge or is otherwise qualified by words of like import means that the
lawyers in this firm who have had an involvement in reviewing the Credit
Agreement and the ComEd Notes have no current conscious awareness of any facts
or information contrary to such opinion or statement. This letter is limited to the federal laws of the United States of America
and the laws of the State of Illinois. We note that the Credit Agreement and
each of the ComEd Notes provides that it is to be governed by the laws of the
Commonwealth of Pennsylvania. We express no opinion as to (i) Exelon, PECO or
Genco or (ii) the enforceability under the laws of the Commonwealth of
Pennsylvania of ComEds obligations under the Credit Agreement or the ComEd
Notes. With respect to these matters, we understand you are relying upon the
opinion of Ballard Spahr Andrews & Ingersoll LLP, counsel to Exelon, PECO and
Genco and Pennsylvania counsel to ComEd. This letter is being delivered solely for the benefit of the persons to
whom it is addressed; accordingly, it may not be relied upon by any other
person or otherwise circulated or utilized for any purpose without our written
consent, except that Ballard Spahr Andrews & Ingersoll LLP may rely upon the
opinions expressed in paragraphs 1 through 3 (inclusive) in rendering their
opinion to you of even date herewith. This letter may not be quoted or filed
with any governmental authority or other regulatory agency (except to the
extent required by law). We assume no obligation to update or supplement the
opinions expressed herein to reflect any facts or circumstances which may
hereafter come to our attention with respect to such opinions, including any
changes in applicable law which may hereafter occur. Very truly yours,SIDLEY AUSTIN BROWN & WOOD LLP
 D-2-4




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EXHIBIT E FORM OF ANNUAL AND QUARTERLY COMPLIANCE CERTIFICATE ______________________, 20____ Pursuant to the Five Year Credit Agreement, dated as of July 16, 2004,
among Exelon Corporation (Exelon), PECO Energy Company (PECO), Commonwealth
Edison Company (ComEd), Exelon Generation Company, LLC (Genco), various
financial institutions and Bank One, NA, as Administrative Agent (as amended,
modified or supplemented from time to time, the Credit Agreement), the
undersigned, being  of [Exelon] [PECO] [ComEd] [Genco]
(the Borrower), hereby certifies on behalf of the Borrower as follows: 1. Delivered herewith are the financial statements prepared pursuant to
Section 5.01(b)[(ii)/(iii)] of the Credit Agreement for the fiscal 
ended , 20. All such financial statements comply with the
applicable requirements of the Credit Agreement. 2. Schedule I hereto sets forth in reasonable detail the information and
calculations necessary to establish the Borrowers compliance with the
provisions of Section 5.02(c) of the Credit Agreement as of the end of the
fiscal period referred to in paragraph 1 above. 3. (Check one and only one:) No Event of Default or Unmatured Event of Default has occurred and is
continuing. An Event of Default or Unmatured Event of Default has occurred and is
continuing, and the document(s) attached hereto as Schedule II specify in
detail the nature and period of existence of such Event of Default or Unmatured
Event of Default as well as any and all actions with respect thereto taken or
contemplated to be taken by the Borrower. 4. The undersigned has personally reviewed the Credit Agreement, and this
certificate was based on an examination made by or under the supervision of the
undersigned sufficient to assure that this certificate is accurate. E-1




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5. Capitalized terms used in this certificate and not otherwise defined
shall have the meanings given in the Credit Agreement. [EXELON CORPORATION][PECO ENERGY COMPANY][COMMONWEALTH EDISON COMPANY][EXELON GENERATION COMPANY, LLC]ByName:Title:Date:
 E-2