Amendment No. 3 to Credit Agreement



 Exhibit 10.4 

AMENDMENT NO. 3 TO CREDIT AGREEMENT 

This Amendment No. 3 to Credit Agreement (this “Amendment”) is entered into as of May 30, 2014 by and among PECO
Energy Company (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), the LC Issuers party hereto and the other financial institutions signatory hereto (the
“Lenders”). 
 RECITALS 

A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of March 23, 2011 (as
further amended, restated, extended, supplemented, modified and otherwise in effect on the date hereof, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them by the Credit Agreement. 
 B. The Borrower, the Administrative Agent, the LC Issuers and the Lenders party hereto wish to
amend the Credit Agreement on the terms and conditions set forth below. 
 Now, therefore, in consideration of the mutual execution hereof
and other good and valuable consideration, the parties hereto hereby agree as follows: 
 1. Amendments to the Credit Agreement.
Subject to the satisfaction of the conditions set forth in Section 3 of this Amendment, the Credit Agreement shall be amended as follows: 

(a) The following definitions are hereby inserted in the appropriate alphabetical locations into Section 1.01: 

(i) “Amendment No. 3” means that certain Amendment No. 3 to the Credit Agreement dated as of May 30, 2014.

 (b) The following definition appearing in Section 1.01 is hereby amended and restated in its entirety as follows: 

(i) “Termination Date” means, for any Lender, the earlier of (i) (x) for any Declining Lender, August 10, 2018
or (y) for any Extending Lender which is party to this Amendment, May 30, 2019, or (ii) the date on which such Lender’s Commitment is terminated or reduced to zero in accordance with the terms hereof. 







 2. Waiver and Consent. 

(a) Pursuant to Section 8.01 of the Credit Agreement, the Borrower, the Administrative Agent and the Majority Lenders hereby waive
(i) the notice requirements set forth in Sections 2.17.1, 2.17.2 and 2.17.3 of the Credit Agreement and (ii) the limitation on the Existing Termination Date being extended to no later than one year from the Existing
Termination Date and the limitation on the extended Termination Date being no later than the seventh anniversary of the Extension Date, in each case, as set forth in Section 2.17.1 of the Credit Agreement. 

(b) Each Lender party hereto hereby agrees to extend the scheduled Termination Date for its Commitments and Advances to May 30, 2019.
Each such Lender is an “Extending Lender”, and each Lender which is not a party hereto is deemed a “Declining Lender”, in each case, for the purposes of the Credit Agreement. 

(c) Pursuant to Section 2.17.6(c) of the Credit Agreement, each LC Issuer party hereto hereby consents to this Amendment. 

3. Effectiveness. This Amendment shall become effective on the date hereof when and if each of the following conditions is satisfied:

 (a) The Administrative Agent shall have received one or more counterparts of this Amendment duly executed by the Borrower, the
Administrative Agent, LC Issuers and Lenders constituting Majority Lenders. 
 (b) Each of the Administrative Agent, the LC Issuers and the
Lenders shall have received payment of all fees and expenses then due and payable to the Administrative Agent, each LC Issuer and the Lenders, respectively, subject to the Borrower receiving, to its satisfaction, an invoice of such amount at least
three days prior to the date hereof. 
 (c) No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the
date hereof and after giving effect to this Amendment. 
 (d) The representations and warranties of the Borrower contained in the Credit
Agreement are true and correct on and as of the date hereof and after giving effect to this Amendment, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as
of such specific date). 
 (e) Each LC Issuer shall have consented to this Amendment. 

4. Reference to and Effect Upon the Credit Agreement. 

(a) Except as expressly amended and supplemented hereby, the Credit Agreement shall remain in full force and effect to the extent in effect
immediately prior to this Amendment and is hereby ratified and confirmed. 
 (b) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Borrower or any Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference to the Credit Agreement to “This Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the
Credit Agreement as amended and supplemented hereby. 
 (c) The provisions set forth in Sections 8.04, 8.09, 8.10 and
8.13 of the Credit Agreement are hereby incorporated into this Amendment mutatis mutandis. 

  
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 5. Governing Law. This Amendment shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Pennsylvania. 
 6. Counterparts. This Amendment 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 Amendment. Delivery of an executed counterpart hereof, or a
signature page hereto, by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 

7. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

	
	PECO ENERGY COMPANY
	
	/s/ Stacie M. Frank
	Stacie M. Frank
	Assistant Treasurer


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	
	 /s/ Juan Javellana

	 Juan Javellana

	 Executive Director



 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 BNP PARIBAS,
 as a LC Issuer

	
	 /s/ Theodore Sheen

	 Theodore Sheen

	 Vice President



 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 THE BANK OF NOVA SCOTIA,
 as a LC
Issuer

	
	 /s/ Thane Rattew

	 Thane Rattew

	 Managing Director



 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 THE ROYAL BANK OF SCOTLAND PLC,
 as a LC
Issuer

	
	 /s/ Tyler J. McCarthy

	Tyler J. McCarthy
	 Director



 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 JPMORGAN CHASE BANK, N.A.,
 as a LC
Issuer

	
	 /s/ Juan Javellana

	Juan Javellana
	Executive Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Citibank, N.A.,
 as a LC Issuer

	
	 /s/ Amit Vasani

	Amit Vasani
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 BARCLAYS BANK PLC,
 as a LC Issuer

	
	 /s/ Vanessa Kurbatskiy

	Vanessa Kurbatskiy
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
 as a LC
Issuer

	
	 /s/ Chi-Cheng Chen

	Chi-Cheng Chen
	Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Bank of America, N.A.,
 as a LC
Issuer

	
	 /s/ William Merritt

	William Merritt
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Wells Fargo Bank, N.A.
 as a LC
Issuer

	
	 /s/ Shawn Young

	Shawn Young
	Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Bank of America, N.A.,
 as a
Lender

	
	 /s/ William Merritt

	William Merritt
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 THE BANK OF NEW YORK MELLON,
 as a
Lender

	
	 /s/ Mark W. Rogers

	Mark W. Rogers
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Canadian Imperial Bank of Commerce, New York Branch,

as a Lender

	
	 /s/ Anju Abraham

	Anju Abraham
	Authorized Signatory
	
	 /s/ Robert Casey

	 Robert Casey

	 Authorized Signatory



 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as a
Lender

	
	 /s/ Eric J. Cosgrove

	Eric J. Cosgrove
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 TD Bank, N.A.,
 as a Lender

	
	 /s/ David Perlman

	David Perlman
	Senior Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 SUMITOMO MITSUI BANKING CORPORATION,
 as a
Lender

	
	 /s/ Shuji Yabe

	Shuji Yabe
	Managing Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 ROYAL BANK OF CANADA,
 as a Lender

	
	 /s/ Rahul D. Shah

	Rahul D. Shah
	Authorized Signatory


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 PNC Bank, National Association,
 as a
Lender

	
	 /s/ Jon R. Hinard

	Jon R. Hinard
	Senior Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 MORGAN STANLEY BANK, N.A.,
 as a
Lender

	
	 /s/ Michael King

	Michael King
	Authorized Signatory


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Mizuho Bank, Ltd.,
 as a Lender

	
	 /s/ Leon Mo

	Leon Mo
	Authorized Signatory


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 MANUFACTURERS AND TRADERS TRUST COMPANY,
 as a
Lender

	
	 /s/ Ramal L. Moreland

	Ramal L. Moreland
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 KeyBank National Association,
 as a
Lender

	
	 /s/ Sherrie I. Manson

	Sherrie I. Manson
	Senior Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 The Huntington National Bank,
 as a
Lender

	
	 /s/ Lori Cummins-Meyer

	Lori Cummins-Meyer
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 THE BANK OF NOVA SCOTIA,
 as a
Lender

	
	 /s/ Thane Rattew

	Thane Rattew
	Managing Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 THE ROYAL BANK OF SCOTLAND PLC,
 as a
Lender

	
	 /s/ Tyler J. McCarthy

	Tyler J. McCarthy
	Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 The Northern Trust Company,
 as a
Lender

	
	 /s/ Keith Burson

	Keith Burson
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 JPMORGAN CHASE BANK, N.A.,
 as a
Lender

	
	 /s/ Juan Javellana

	Juan Javellana
	Executive Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 GOLDMAN SACHS BANK USA,
 as a
Lender

	
	 /s/ Mark Walton

	Mark Walton
	Authorized Signatory


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as a
Lender

	
	/s/ Michael Spaight
	Michael Spaight
	Authorized Signatory
	
	/s/ Tyler R. Smith
	Tyler R. Smith
	Authorized Signatory


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Credit Agricole Corporate & Investment Bank,

as a Lender

	
	/s/ Darrell Stanley
	Darrell Stanley
	Managing Director
	
	/s/ Michael Willis
	Michael Willis
	Managing Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 Citibank, N.A.,
 as a Lender

	
	/s/ Amit Vasani
	Amit Vasani
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 BNP PARIBAS,
 as a Lender

	
	/s/ Denis O’Meara
	Denis O’Meara
	Managing Director
	
	/s/ Theodore Sheen
	Theodore Sheen
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 BARCLAYS BANK PLC,
 as a Lender

	
	/s/ Vanessa Kurbatskiy
	Vanessa Kurbatskiy
	Vice President


 Amendment No. 3 to Credit Agreement – PECO Energy Company 







 
	
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
 as a
Lender

	
	/s/ Chi-Cheng Chen
	Chi-Cheng Chen
	Director


 Amendment No. 3 to Credit Agreement – PECO Energy Company