AMENDMENT dated as of[ ] to the INTANGIBLE
TRANSITION PROPERTY SALE AGREEMENT dated as of March
25, 1999, as amended and restated as of May 2, 2000
(the "Existing Agreement"), between PECO ENERGY
TRANSITION TRUST, a Delaware business trust (the
"Issuer"), and PECO ENERGY COMPANY, a Pennsylvania
corporation, and its successors in interest to the
extent permitted under the Existing Agreement, as
Seller (the "Seller").
WHEREAS the Issuer and the Seller desire to amend the Existing
Agreement in connection with the issuance by the Issuer of the Series [ ]
Transition Bonds.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used but not defined
in this Amendment shall have the meanings assigned to them in the Existing
Agreement.
SECTION 2. Amendment of Existing Agreement. The first two
sentences of Article III of the Existing Agreement are hereby amended to read in
their entirety as follows:
"As of the Initial Transfer Date, as of any Subsequent Transfer Date
and as of any other date on which the Issuer issues any Series of
Transition Bonds, as applicable, the Seller makes the following
representations and warranties on which the Issuer has relied and will
rely in acquiring Transferred Intangible Transition Property and
issuing any Series of Transition Bonds. The representations and
warranties shall survive the sale of Transferred Intangible Transition
Property to the Issuer and the pledge thereof to the Bond Trustee
pursuant to the Indenture and the issuance by the Issuer of any Series
of Transition Bonds."
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SECTION 3. Agreement. Except as specifically amended hereby,
the Existing Agreement shall continue in full force and effect in accordance
with the provisions thereof as in existence on the date hereof. On and after the
date hereof, any reference to the Existing Agreement shall mean the Existing
Agreement as amended hereby.
SECTION 4. Separate Counterparts. This Amendment may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
SECTION 5. Governing Law. This Amendment shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to its conflict of law provisions, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
SECTION 6. Limitation of Liability of Issuer Trustee.
Notwithstanding anything contained herein to the contrary, this Amendment has
been countersigned by First Union Trust Company, National Association, not in
its individual capacity but solely in its capacity as Issuer Trustee of the
Issuer and in no event shall First Union Trust Company, National Association, in
its individual capacity have any liability for warranties, covenants, agreements
or other obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer. For all purposes of this
Amendment, in the performance of its duties or obligations hereunder or in the
performance of any duties or obligations of the Issuer hereunder, the Issuer
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII, VIII and IX of the Trust Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the day and
year first above written.
PECO ENERGY TRANSITION TRUST,
By First Union Trust Company, National
Association, not in its individual
capacity but solely as Issuer Trustee
on behalf of the Trust,
By:
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Title:
PECO ENERGY COMPANY, Seller
By:
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Title:
Acknowledged and Accepted:
THE BANK OF NEW YORK, not in its
individual capacity but solely as
Bond Trustee on behalf of the
Transition Bondholders,
By
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