Amendment No. 2 to Agreement



 Exhibit 10.1 

EXECUTION COPY 

AMENDMENT NO. 2 

AMENDMENT AGREEMENT dated as of September 7, 2010 among PECO ENERGY COMPANY, a Pennsylvania corporation (the
“Seller”), VICTORY RECEIVABLES CORPORATION, a Delaware corporation (“Victory”) and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH as agent (the “Agent”). 

Preliminary Statements. (1) The Seller, Victory and the Agent are parties to a Trade Receivables Purchase and Sale Agreement
dated as of December 20, 1988, as amended and restated as of November 14, 1995, as of January 1, 1999, as of November 14, 2000, as of November 14, 2005, as further amended and restated as of September 19, 2008 and
amended as of September 17, 2009 (the “Agreement”; capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Agreement) relating to certain Eligible Assets sold by the Seller and acquired
by Victory; and 
 (2) The Seller, the Investor, the Owners and the Agent, as agent for the Investor and the Owners, desire to
amend the Agreement; 
 NOW, THEREFORE, the parties agree as follows: 

SECTION 1. Amendments to Agreement. (a) Section 1.01 of the Agreement is amended by deleting clause (a) of the
definition of “Facility Termination Date” in its entirety and replacing it with the following: 
 “(a)
September 6, 2011”. 
 SECTION 2. Conditions Precedent. The terms and provisions of this Amendment Agreement
shall become effective upon the execution and delivery of five (5) counterparts of each of (i) this Amendment Agreement and (ii) a new Fee Letter by the parties hereto and thereto, in each case in form and substance satisfactory
to the Agent. 
 SECTION 3. Confirmation of Agreement. Except as herein expressly amended, the Agreement is ratified and
confirmed in all respects and shall remain in full force and effect in accordance with its terms. Each reference in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment Agreement, and as hereinafter
amended or restated. 
 SECTION 4. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE OWNERS IN THE RECEIVABLES, OR REMEDIES HEREUNDER, IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK. 







 SECTION 5. Execution in Counterparts. This Amendment 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 when taken together shall constitute one and the same Agreement. Delivery of an
executed counterpart of a signature page to this Amendment Agreement by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

 SECTION 6. Seller’s Representations and Warranties. The Seller represents and warrants that this Amendment
Agreement has been duly authorized, executed and delivered by the Seller pursuant to its corporate powers and constitutes the legal, valid and binding obligation of the Seller. 

 

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 IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

					
	PECO ENERGY COMPANY
		
	By:	 	 Phillip S. Barnett

		 	Name:	 	Phillip S. Barnett
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	VICTORY RECEIVABLES CORPORATION
		
	By:	 	 Frank B. Bilotta

		 	Name:	 	 Frank B. Bilotta 

		 	Title:	 	President
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	  NEW YORK BRANCH, as Agent
		
	By:	 	 Aditya Reddy

		 	Name:	 	Aditya Reddy
		 	Title:	 	Senior Vice President


  

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