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AMENDMENT TO THE
MASTER SERVICING AGREEMENT
among
PECO ENERGY TRANSITION TRUST,
the other Issuers from
time to time party hereto
and
PECO ENERGY COMPANY
Servicer
Dated as of March 25, 1999,
as amended and restated
as of [ ]
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TABLE OF CONTENTS
Page
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SECTION 1. Definitions......................................................2
SECTION 2. Amendment of Existing Agreement..................................2
SECTION 3. Separate Counterparts............................................2
SECTION 4. Separate Counterparts............................................2
SECTION 5. Governing Law....................................................3
SECTION 6. Limitation of Liability of Trustee. .............................3
AMENDMENT dated as of [ ] to the MASTER
SERVICING AGREEMENT dated as of March 25, 1999, as
amended and restated as of May 2, 2000 (the "Existing
Agreement"), among PECO ENERGY TRANSITION TRUST, a
Delaware business trust (the "First Issuer"), the
other Issuers from time to time party hereto
(together with the First Issuer, the "Issuers"), and
PECO ENERGY COMPANY, a Pennsylvania corporation, as
the servicer of the Intangible Transition Property
(together with each successor to PECO ENERGY COMPANY
(in the same capacity) pursuant to Section 5.03 or
6.02 of the Existing Agreement, the "Servicer").
WHEREAS the First Issuer and the Servicer desire to amend the
Existing Agreement in connection with the issuance by the First 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.
2
SECTION 2. Amendment of Existing Agreement. The first two
sentences of Section 5.01 of the Existing Agreement are hereby amended to read
in their entirety as follows:
"The Servicer makes the following representations and warranties as of
each Transfer Date and as of any other date on which any Issuer issues
any Series of Transition Bonds, on which the Issuers have relied and
will rely in acquiring Serviced Intangible Transition Property and
issuing any Series of Transition Bonds. The representations and
warranties shall survive the sale of any of the Serviced Intangible
Transition Property to any Issuer and the pledge thereof to any Bond
Trustee pursuant to any Indenture and the issuance by any Issuer of any
Series of Transition Bonds."
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 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 trustee of the First 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 First 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 First 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 First Issuer hereunder, First
Union Trust Company, National Association, shall be subject to, and entitled to
the benefits of, the applicable terms and provisions of the Formation Documents
relating to the First Issuer.
3
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 PECO Energy Transition
Trust,
by _______________________
Title:
PECO ENERGY COMPANY, Servicer,
by _______________________
Title:
Acknowledged, Accepted and
Consented to:
THE BANK OF NEW YORK, not in its
individual capacity but solely
as Bond Trustee on behalf of the
Holders of Transition Bonds
issued by the First Issuer,
by ______________________________
Title:
