Exhibit 1.1
Execution Version
PECO ENERGY COMPANY
First and Refunding Mortgage Bonds, 2.375% Series Due 2022
Underwriting Agreement
New York, New York
September 10, 2012
To the
Representatives named in
Schedule I hereto of the Underwriters
named in Schedule II hereto
Ladies and Gentlemen:
PECO Energy Company, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), proposes to
sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $350,000,000 principal amount of the Company’s First and Refunding
Mortgage Bonds, 2.375% Series due 2022 (the “Securities”). The Securities are to be issued under the Company’s First and Refunding Mortgage, dated as of May 1, 1923 (the “Mortgage”), as amended and supplemented through
the date hereof, and as further amended by the Supplemental Indenture, dated as of September 1, 2012 (the “Supplement”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Mortgage,
together with any and all amendments or supplements thereto, including the Supplement, is referred to herein collectively as the “Indenture.” To the extent there are no additional Underwriters listed on Schedule II other than you, the
term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in
Section 20 hereof.
1.
Representations and Warranties.
The Company represents and warrants to, and agrees with,
each Underwriter as set forth below in this Section 1.
(a) The Company meets the requirements for use of
Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement
as defined in Rule 405 (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related base prospectus, for registration under the Act of the offering and
sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed one or more amendments thereto, including a Preliminary Prospectus,
each of which has previously been furnished to you. The Company will next file with the Commission a final term sheet as contemplated by Section 5(b) hereof and a final prospectus supplement relating to the Securities in accordance with Rules
415 and 424(b). As filed, such final prospectus supplement shall contain all 430B Information, together with all other such required information, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base
Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in
accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act
and the rules thereunder; and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided
,
however
, that the Company makes no representations or warranties as to
(i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration
Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8
hereof.
(c) The Disclosure Package did not, as of the time and date designated as the “Applicable Time of
Sale” in Schedule I hereto (the “Applicable Time of Sale”), include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were
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made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in
Section 8 hereof.
(d) The Company has not made and will not make (other than the final term sheet
prepared and filed pursuant to Section 5(b) hereof) any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior written consent of the
Representatives; the Company will comply with the requirements of Rule 433 under the Act with respect to any such free writing prospectus; any such free writing prospectus (including the final term sheet prepared and filed pursuant to
Section 5(b) hereof) will not, as of its issue date and through the completion of the public offer and sale of the Securities, include any information that is inconsistent with the information contained in the Registration Statement, the
Disclosure Package and the Final Prospectus, and any such free writing prospectus, when taken together with the information contained in the Registration Statement, the Disclosure Package and the Final Prospectus, did not, when issued or filed
pursuant to Rule 433 under the Act, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the
purpose of clarity, nothing in this Section 1(d) shall restrict the Company from making any filings required in order to comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated
thereunder.
(e) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent
amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus),
(iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Execution Time
(with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to pay the fees required by the
Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(f) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer of the Securities (within the meaning of Rule 164(h)(2)) of the Securities Act and (y) as of the Execution Time (with such date being used as the determination date for purposes of this clause (y)), the Company was not
and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
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(g) The Company is not, and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus, will not be required to register as an “investment company” under the Investment Company Act.
(h) The Company has not taken, directly or indirectly, any action designed to cause or which has constituted or which
might reasonably be expected to cause or result, under the Exchange Act or otherwise, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(i) The Company has been duly organized and is validly subsisting as a corporation in good standing under the laws of the
Commonwealth of Pennsylvania with full power and authority under its articles of incorporation and bylaws to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the
Final Prospectus, and is duly qualified to do business as a foreign entity and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified would not reasonably be expected to
have a material adverse effect.
(j) Except as disclosed in the Company’s Form 10-K for the fiscal year
ended December 31, 2011, the Company does not have any significant subsidiaries (as such term is defined in Rule 1.02 of Regulation S-X promulgated under the Act).
(k) The statements in the Disclosure Package and the Final Prospectus under the heading “Description of the Bonds and
First and Refunding Mortgage” fairly summarize the matters therein described.
(l) This Agreement has been
duly authorized, executed and delivered by the Company; the Indenture has been duly authorized and, assuming due authorization, execution and delivery of the Supplement by the Trustee, when executed and delivered by the Company, will constitute a
legal, valid, binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’
rights generally from time to time in effect and to general principles of equity); the Securities have been duly authorized, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the
Underwriters, will have been duly executed and delivered by the Company and will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable
bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).
(m) The Pennsylvania Public Utility Commission (the “PAPUC”) has entered an appropriate order authorizing the Company to issue and sell the Securities as contemplated herein; such order is in
full force and effect and no proceeding has been initiated upon appeal from or to review the effectiveness of such order. No other consent, approval, authorization, filing with or order of any court or state or federal governmental
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agency or body, including the Commission and any applicable state regulatory authority, is required in connection with the transactions contemplated herein or in the Indenture, except such as
will be obtained under the Act, the Trust Indenture Act and the Pennsylvania Public Utility Code, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the
Underwriters in the manner contemplated by this Agreement, the Disclosure Package and the Final Prospectus.
(n) The Company will apply the net proceeds from the issuance and sale of the Securities, as set forth under “Use of
Proceeds” in the Disclosure Package and the Final Prospectus, in a manner consistent with the order of the PAPUC authorizing the issuance and sale of the Securities.
(o) Neither the execution and delivery of this Agreement, nor the consummation of any of the transactions herein
contemplated, nor the fulfillment of the terms hereof will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company (other than the lien of the Indenture) pursuant to,
(i) the charter or bylaws of the Company; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a
party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties.
(p) The Company has good and sufficient title to all property described or referred to in the Indenture and purported to
be conveyed thereby, subject only to the lien of the Indenture and excepted encumbrances as therein defined (except as to property released from the lien of the Indenture in connection with the sale or other disposition thereof, and certain other
exceptions which are not material in the aggregate).
(q) The consolidated historical financial statements and
schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package and the Final Prospectus present fairly in all material respects the financial condition, results of operations and cash flows
of the Company as of the date and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles.
(r) The Company maintains systems of internal accounting controls sufficient to provide reasonable assurance that
transactions are executed in accordance with management’s general or specific authorizations, transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, access to assets is permitted only in accordance with management’s general or specific authorizations, and the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
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(s) The Company maintains disclosure controls and procedures (as such term
is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act, such disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to the
Company’s principal executive officer and principal financial officer by others within those entities, and such disclosure controls and procedures are effective.
(t) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this
Agreement or the Indenture, or the consummation of any of the transactions contemplated hereby or thereby; or (ii) could reasonably be expected to have a material adverse effect on the financial condition, business or properties of the Company
and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement
thereto).
(u) PricewaterhouseCoopers LLP, are independent registered public accountants with respect to the
Company within the meaning of the Act and the applicable published rules and regulations thereunder.
(v)
Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(w) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(x) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent,
employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company
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will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
Any
certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters
covered thereby, to each Underwriter.
2.
Purchase and Sale.
Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth on Schedule I hereto, the
principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.
3.
Delivery and
Payment.
Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the
Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein
called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
4.
Offering by Underwriters.
It is understood that the several Underwriters
propose to offer the Securities for sale to the public as set forth in the Final Prospectus, the Preliminary Prospectus and the final term sheet contemplated by Section 5(b) hereof.
5.
Agreements.
The Company agrees with the several Underwriters that:
(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required)
with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the
Commission or its staff for any amendment of the
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Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the
suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(b)
The Company shall prepare a final term sheet, containing solely a description of the Securities, substantially in the form of Annex I hereto and approved by the Representatives, and shall file such term sheet pursuant to Rule 433(d) under the Act
within the time period prescribed by such rule; and shall file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act.
(c) Each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and
the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), other than the final term sheet prepared and filed
pursuant to Section 5(b) hereof or any free writing prospectus that is not required to be filed by the Company pursuant to Rule 433 (including a preliminary Bloomberg screen containing substantially the same information, but in any event not
more information, than the final term sheet prepared and filed pursuant to Section 5(b)).
(d) Each
Underwriter, severally and not jointly, represents and agrees that: (i) it has not solicited, and will not solicit, offers to purchase any of the Securities from, (ii) it has not sold, and will not sell, any of the Securities to, and
(iii) it has not distributed, and will not distribute, the Disclosure Package or the Final Prospectus to, any person or entity in any jurisdiction outside of the United States, except, in each case, in compliance in all material respects with
applicable laws and as described in the Disclosure Package and the Final Prospectus. For the purposes of this paragraph, “United States” means the United States of America, its territories, its possessions (including the Commonwealth of
Puerto Rico) and other areas subject to its jurisdiction.
(e) If, at any time when a prospectus relating to
the Securities is required to be delivered under the Act (including circumstances when such requirement may be satisfied pursuant to Rule 172), any event occurs or has occurred as a result of which the Final Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the
Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) notify the Representatives of such event, (ii) prepare and file with the
Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect
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such compliance and (iii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request. If, prior to the Closing Date, there occurs an event or
development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the
Disclosure Package is delivered to a purchaser, not misleading, the Company promptly will notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented, and will promptly prepare an amendment or
supplement that will correct such statement or omission.
(f) As soon as practicable, the Company will make
generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.
(g) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed
copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by
the Act (including circumstances when such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(h) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in
effect so long as required for the distribution of the Securities and will pay any fee of FINRA in connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(i) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge,
or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the
Company, directly or indirectly, or announce the offering of, any long-term debt securities issued or guaranteed by the Company or preferred stock (other than the Securities), prior to the Closing Date.
(j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might
reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
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(k) The Company agrees to pay the costs and expenses relating to the
following matters: (i) the preparation of the Supplement, the issuance of the Securities and the fees of the Trustee; (ii) the preparation, printing or reproduction and filing of the Registration Statement, each Preliminary Prospectus and
Final Prospectus, and each amendment or supplement to either of them, and any Issuer Free Writing Prospectus; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of
such copies of the Preliminary Prospectus, the Final Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the
preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and
delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) any registration or qualification of the Securities for
offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) the transportation
and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company’s accountants and counsel (including local and
special counsel); (ix) the fees and expenses of any rating agencies rating the Securities and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.
6.
Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Applicable Time of Sale, the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The Final Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereto,
and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the
effectiveness of the Registration Statement or any notice by the Commission objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) Ballard Spahr LLP, counsel for the Company, shall have furnished to the Representatives its opinion, dated the Closing
Date and addressed to the Representatives, to the effect that:
(i) the Company has been duly organized and is
validly subsisting as a corporation under the laws of the Commonwealth of Pennsylvania, with full corporate power and authority under its articles of incorporation to own or lease, as the case may be, and to operate its properties and conduct its
business as described in the Disclosure Package and the Final Prospectus;
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(ii) the Securities are in due and proper form; the issue and sale of the
Securities by the Company in accordance with the terms of this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company and by orders duly entered by the Pennsylvania Public Utility Commission. The
Securities have been duly executed and delivered by the duly authorized officers of the Company and, when authenticated and delivered by the Trustee against payment therefor, will constitute legal, valid and binding obligations of the Company,
enforceable in accordance with their terms subject to (1) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, marshalling or similar laws affecting creditors’ rights and
remedies generally and (2) 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);
(iii) the Indenture has been duly authorized by all necessary corporate action on the part of the
Company and has been duly executed and delivered by duly authorized officers of the Company. The Indenture constitutes a legal, valid and binding instrument, enforceable in accordance with its terms except as the enforceability thereof may be
limited by (1) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, marshalling or similar laws affecting creditors’ rights and remedies generally and (2) 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). The Indenture has been duly
qualified under the Trust Indenture Act;
(iv) the Indenture constitutes a valid mortgage lien of record upon
all real property presently owned by the Company described therein as subject to the lien thereof (other than properties expressly excepted therefrom, properties properly released from the lien thereof pursuant to the terms thereof and substantially
all of the Company’s leaseholds), and the Securities are secured by a valid and, to the extent that it may be perfected by filing under the Uniform Commercial Code, a perfected security interest in such of the personal property of the Company
as is described in the Indenture, whether such personal property is now owned or hereinafter acquired by the Company (other than properties expressly excepted therefrom; properties released from the security interest created thereby;
“proceeds” as defined in the Uniform Commercial Code to the extent limited by the terms of Section 9-315 of the Uniform Commercial Code; after-acquired property subject to Section 552 of the Federal Bankruptcy Code; property sold
to a buyer in the ordinary course of business, licensed to a licensee in the ordinary course of business or leased to a lessee in the ordinary course of business; insurance policies (except to the extent that payments thereunder are
“proceeds,” as defined in the Uniform Commercial Code); and contract rights or
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general intangibles which by their terms, or by law, are not assignable); such counsel need express no opinion as to any actions that may be required to be taken periodically under the Uniform
Commercial Code or other applicable law in order for the validity or perfection of any security interest to be maintained;
(v) this Agreement has been duly authorized, executed and delivered by the Company;
(vi) such counsel is not representing the Company in any pending litigation in which it is a named defendant, or in any litigation that is overtly threatened in writing against it by a potential claimant,
that challenges the validity or enforceability of, or seeks to enjoin the performance of, the transactions contemplated by this Agreement, the Indenture and the Securities and, to the knowledge of such counsel, there are no material pending legal
proceedings to which the Company or any subsidiary is a party and which are required to be set forth in the documents incorporated by reference in the Registration Statement and Final Prospectus other than those referred to in such documents; and
the statements in any Preliminary Prospectus and the Final Prospectus under the heading “Description of the Bonds and First and Refunding Mortgage” fairly summarize the matters therein described;
(vii) the PAPUC has entered an appropriate order authorizing the Company to issue and sell the Securities as contemplated
herein; such order is in full force and effect and, to the best of such counsel’s knowledge after due inquiry, no proceeding has been initiated upon appeal from or to review the effectiveness of such order. No other consent, approval,
authorization, filing with or order of any court or state or federal governmental agency or body is required in connection with the transactions contemplated in this Agreement, the Indenture or the Securities, except such as have been obtained under
the Act, the Trust Indenture Act, and from the PAPUC, and such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Securities by the Underwriters in the manner contemplated in
this Agreement and the Final Prospectus and such other approvals (specified in such opinion) as have been obtained;
(viii) the Registration Statement has become effective under the Act; any required filing of the Base Prospectus, any Preliminary Prospectus and the final Prospectus, and any supplements thereto, pursuant
to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice by the Commission objecting to
its use has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement (other than the financial statements and other financial information contained therein, as to which such counsel need express
no opinion), as of the date the Registration Statement originally became effective under the Act, and together with the Preliminary Prospectus and the final Prospectus, as of each “new effective date” with respect to the Notes pursuant to
12
and within the meaning of Rule 430B(f)(2) under the Act, complied, and the Preliminary Prospectus and the final Prospectus (other than the financial statements and other financial information
contained therein, as to which such counsel need express no opinion), as of their respective dates, complied, and the final Prospectus (other than the financial statements and other financial information contained therein, as to which such counsel
need express no opinion), as of the date hereof, complies, in each case as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder;
(ix) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the
proceeds thereof as described in the Disclosure Package and the Final Prospectus, will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended;
(x) the execution and delivery of this Agreement, the Indenture and the Securities, the consummation of any other
transactions contemplated by this Agreement, the Indenture and the Securities, and the fulfillment of the terms hereof or thereof do not, and the performance of the obligations hereunder and thereunder will not, (1) violate the articles of
incorporation and bylaws of the Company; (2) violate any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or any of its properties; or (3) conflict with, breach or result in a default under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject that is listed in the Exhibit Index to the Company’s Form 10-K for the fiscal year ended December 31, 2011, Forms
10-Q for the fiscal quarters ended March 31, 2012 and June 30, 2012 and Forms 8-K filed with the Commission during the period between January 1, 2012 and the Closing Date or result in the creation or imposition of any security
interest in or lien or encumbrance upon, any property or asset of the Company pursuant to any item referred to in this clause (3) (other than the lien of the Indenture). When used in this opinion, the phrase “conflict with” shall
comprehend obligations or options to take action under the transactions contemplated by this Agreement that, if performed today, would constitute a breach or default under, or result in the creation or imposition of any lien on Company’s
property or other assets under, or result in any requirement for mandatory prepayment or purchase of debt or in a resetting of interest rates under a relevant document listed in clause (3) above;
(xi) the discussions in any Preliminary Prospectus and the Final Prospectus in each case under the caption “Certain
United States Federal Income Tax Consequences” are fair and accurate summaries of the matters addressed therein, based upon current law and the assumptions stated or referred to therein, and such counsel shall confirm that these discussions, to
the extent they constitute matters of federal income tax law or legal conclusions with respect thereto, represent its opinion; and
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(xii) such counsel has no reason to believe that (1) on the Effective
Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (2) as of the Applicable Time of
Sale, the Disclosure Package contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading or (3) as of its date and on the Closing Date, the Final Prospectus included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion);
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than
the Commonwealth of Pennsylvania or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to
counsel for the Underwriters and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any
supplements thereto at the Closing Date.
(c) The Representatives shall have received from Winston &
Strawn LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Final Prospectus
(together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such
matters. In rendering such opinion, Winston & Strawn LLP may rely, as to matters governed by the laws of the State of Pennsylvania, upon the opinion of counsel for the Company referred to in Section 6(b).
(d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the
Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final
Prospectus and any amendment or supplement thereto and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
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(ii) no stop order suspending the effectiveness of the Registration
Statement or any notice by the Commission objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure
Package and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the financial condition, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(e) At the Execution Time and at the Closing Date, the Company shall have requested and caused PricewaterhouseCoopers LLP
to furnish to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration
Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred
to in paragraph (e) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the financial condition, business or properties of the Company and its subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package or the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(g) During the period from the Execution Time to and including the Closing Date, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company’s debt
securities or commercial paper by any “nationally recognized statistical rating agency,” as that term is defined by the Commission in Section 3(a)(62) of the Exchange Act, and no such securities rating agency shall have publicly
announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company’s other debt securities.
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(h) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the Representatives may reasonably request.
If any of
the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in
all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Company, at Ballard Spahr LLP, 1735 Market Street, 51st Floor, Philadelphia, Pennsylvania
19103, on the Closing Date.
7.
Reimbursement of Underwriters’ Expenses
. If the sale of the Securities provided
for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or
failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including fees and disbursements of counsel reasonably incurred) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
8.
Indemnification and Contribution
. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or arise out of or are based upon an omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact
required to be stated or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in any Preliminary Prospectus, the Final Prospectus, or in any amendment or supplement thereto, or in any
Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action;
provided
,
however
, that the Company will not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for inclusion therein.
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(b) Each Underwriter severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter,
but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in Section 8(a) above.
This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that (i) the last sentence set forth on the cover page regarding delivery of the Securities and (ii) under the
heading “Underwriting,” (A) the sentences related to concessions and reallowances and (B) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final
Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying
party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below);
provided
,
however
, that such counsel shall be satisfactory to the
indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at
17
the expense of the indemnifying party. Notwithstanding the foregoing, if any indemnified party is entitled to retain separate legal counsel (in addition to local counsel) the indemnifying party
shall not be required to bear the fees, costs and expenses of more than one separate counsel for all indemnified parties with respect to such lawsuit, claim or proceeding;
provided
that such legal counsel shall be reasonably satisfactory to
each indemnified person. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or admission of, fault, culpability or failure to act on behalf of any indemnified
party.
(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8
is for any reason held to be unenforceable by an indemnified party or is insufficient to hold harmless a party indemnified under paragraph (a) or (b) of this Section 8, although applicable in accordance with its terms (including the
requirements of Section 8(c) above), the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the
Underwriters on the other from the offering of the Securities;
provided
,
however
, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder;
provided
,
further
, that each Underwriter’s obligation to contribute to Losses
hereunder shall be several and not joint. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or
18
any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer of the Company and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of
this paragraph (d).
9.
Default by an Underwriter
. (a) If any one or more Underwriters shall fail to purchase
and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set
forth opposite the names of all such remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities the defaulting Underwriter failed to purchase.
(b)
If the non-defaulting Underwriters are not obligated to and do not purchase all the Securities the defaulting Underwriter failed to purchase, the Company shall be entitled to a period of 24 hours within which to procure other persons reasonably
satisfactory to the non-defaulting Underwriters to purchase such Securities and if arrangements for the purchase of such Securities by other persons selected by the Company and reasonably satisfactory to the Representative are not made within 24
hours after such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company.
(c) In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall
determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.
10.
Termination
. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if (a) at any time prior to such time
(i) trading in the common stock of Exelon Corporation shall have been suspended by the Commission or the New York
19
Stock Exchange, or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by Federal or New York State authorities, (iii) a major disruption of settlements of securities or clearance services in the United States shall have occurred or (iv) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis and (b) in the case of the foregoing clauses (iii) and (iv), the effect of the event as set
forth therein on the financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Disclosure Package and the Final
Prospectus (exclusive of any supplement thereto).
11.
Representations and Indemnities to Survive
. The respective
agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.
12.
Notices
. All
communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention:
Attention: Syndicate Desk (fax no.: (212) 841-3930); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: High Grade Syndicate Desk – 3rd floor (fax no.: (212) 834-6081); U.S. Bancorp Investments, Inc.,
214 N. Tryon St. 26th Floor, EX-NC-WSTC, Charlotte, North Carolina 28202, Attention: Debt Capital Markets (facsimile number: (877) 219-0512); or, if sent to the Company, will be mailed, delivered or telefaxed to Exelon Corporation, 10 South
Dearborn Street, 52nd Floor, P.O. Box 805398, Chicago, Illinois 60680-5398, Attention: Vice President and Treasurer (fax no.: (312) 394-4082) and confirmed to the General Counsel (fax no.: (215) 568-3389).
13.
Successors
. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors
and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
14.
No Fiduciary Duty
. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and (c) the Company’s
engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own
judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
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15.
Research Analyst Independence
. The Company and the Underwriters acknowledge that
the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’
research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering of the Securities that differ from the views of their respective investment banking
divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed
by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of
the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt securities
of the Company.
16.
Applicable Law
. This Agreement will be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed within the State of New York.
17.
Waiver
of Jury Trial
. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
18.
Counterparts
. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same agreement.
19.
Headings
. The section headings used herein are for convenience only and shall not affect the construction hereof.
20.
Definitions
. The terms which follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.
“Agreement” shall mean this Underwriting Agreement including all schedules
attached hereto and made a part hereof.
“Base Prospectus” shall mean the base prospectus referred to
in paragraph 1(a) above contained in the Registration Statement at the Effective Time.
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“Business Day” shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
“Commission” shall mean the Securities and Exchange Commission.
“Disclosure Package” shall mean (i) the Preliminary Prospectus, including the Base Prospectus, as amended and supplemented to the Applicable Time of Sale, (ii) the final term sheet
prepared and filed pursuant to Section 5(b) hereof, (iii) any Issuer Free Writing Prospectus and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the
Disclosure Package. Notwithstanding any provision hereof to the contrary, each document included in the Disclosure Package shall be deemed to include all documents incorporated therein by reference, whether any such incorporated document is filed
before or after the document into which it is incorporated, so long as the incorporated document is filed before the Applicable Time of Sale.
“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement
is executed and delivered by the parties hereto.
“Final Prospectus” shall mean the prospectus
supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.
“FINRA” shall mean The Financial Industry Regulatory Authority.
“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Issuer Free Writing Prospectus” shall mean any “issuer free writing prospectus” as defined in Rule
433 under the Act.
“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the
Base Prospectus which describes the Securities and the offering thereof and is used prior to the filing of the Final Prospectus, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including
exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on the Effective
Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
22
“Rule 158,” “Rule 164,” “Rule 172,” “Rule
405,” “Rule 415,” “Rule 424” and “Rule 430B” refer to such rules under the Act.
“Rule 430B Information” shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant
to Rule 430B.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the
rules and regulations of the Commission promulgated thereunder.
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If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
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Very truly yours,
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PECO ENERGY COMPANY
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By:
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/s/ SHANE SMITH
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Name:
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Shane Smith
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Title:
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Assistant Treasurer
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The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.
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BNP PARIBAS SECURITIES CORP.
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By:
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/s/ PAUL LANGE
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Name:
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Paul Lange
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Title:
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Managing Director
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J.P. MORGAN SECURITIES LLC
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By:
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/s/ ROBERT BOTTAMEDI
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Name:
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Robert Bottamedi
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Title:
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Vice President
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U.S. BANCORP INVESTMENTS, INC.
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By:
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/s/ PHILLIP BENNETT
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Name:
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Phillip Bennett
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Title:
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Managing Director
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Signature
Page to Underwriting Agreement
SCHEDULE I
Underwriting Agreement, dated September 10, 2012
Registration Statement
No. 333-181749-03
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Representatives:
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BNP Paribas Securities Corp.
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J.P. Morgan Securities LLC
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U.S. Bancorp Investments, Inc.
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Title, Purchase Price and Description of Securities:
Title: First and Refunding Mortgage Bonds, 2.375% Series due 2022
Principal amount: $350,000,000
Underwriters’ purchase price (including
accrued interest or amortization, if any): 99.262% ($347,417,000)
Underwriting Discount: 0.650% ($2,275,000)
Sinking fund provisions: None
Redemption provisions: As set forth in the Final Prospectus
Other provisions: As
set forth in the Final Prospectus
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Closing Date, Time and Location:
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September 17, 2012 at approximately 10 a.m. EDT
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Ballard Spahr LLP
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1735 Market Street, 51st Floor
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Philadelphia, Pennsylvania 19103
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Type of Offering: Non-delayed
Applicable Time of Sale pursuant to Section 1(c) of the Underwriting Agreement: 3:25 p.m. EDT, September 10, 2012
SCHEDULE II
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Underwriters
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Principal Amount
of Securities to
be Purchased
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BNP Paribas Securities Corp
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$
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80,500,000
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J.P. Morgan Securities LLC
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80,500,000
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U.S. Bancorp Investments, Inc.
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80,500,000
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CIBC World Markets Corp.
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35,000,000
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Mizuho Securities USA Inc.
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35,000,000
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PNC Capital Markets LLC
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22,750,000
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Lebenthal & Co., LLC
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15,750,000
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Total
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$
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350,000,000
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Annex I
Filed Pursuant to Rule 433
Registration Statement No. 333-181749
Dated September 10, 2012
PECO Energy Company
Pricing Term Sheet
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Issuer:
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PECO Energy Company
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Securities:
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First and Refunding Mortgage Bonds
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Settlement Date:
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September 17, 2012
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Principal Amount:
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$350,000,000
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Maturity:
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September 15, 2022
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Coupon:
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2.375%
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Benchmark Treasury:
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1.625% due August 15, 2022
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Benchmark Treasury Yield:
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1.685%
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Spread to Benchmark Treasury:
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70 basis points
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Yield to Maturity:
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2.385%
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Offering Price:
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99.912%
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Interest Payment Dates:
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March 15 and September 15 of each year, commencing March 15, 2013
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Redemption Provisions:
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At any time prior to June 15, 2022, at a discount rate of Treasury plus 12.5 basis points; and on or after June 15, 2022, at 100% of the principal, plus accrued interest to the
redemption date
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CUSIP:
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693304 AP2
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Joint Book Running Managers:
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BNP Paribas Securities Corp.
J.P. Morgan Securities LLC
U.S. Bancorp
Investments, Inc.
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CIBC World Markets Corp.
Mizuho Securities USA Inc.
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Co-Managers:
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PNC Capital Markets LLC
Lebenthal & Co., LLC
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering
to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov
. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP
Paribas Securities Corp. at 1-800-854-5674, J.P. Morgan Securities LLC at 1-212-834-4533 and U.S. Bancorp Investments, Inc. at 1-877-558-2607.
Exhibit 4.1
PECO ENERGY COMPANY
TO
U.S. BANK
NATIONAL ASSOCIATION, TRUSTEE
ONE HUNDRED AND EIGHTH SUPPLEMENTAL
INDENTURE DATED AS OF
SEPTEMBER 1, 2012
TO
FIRST AND
REFUNDING MORTGAGE
OF
THE COUNTIES GAS AND ELECTRIC
COMPANY
TO
FIDELITY
TRUST COMPANY, TRUSTEE
DATED MAY 1, 1923
2.375% SERIES DUE 2022
(New Series)
THIS SUPPLEMENTAL INDENTURE dated as of September 1, 2012 by and between PECO ENERGY
COMPANY, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter called the Company), party of the first part, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America (hereinafter called the Trustee), as Trustee under the Mortgage hereinafter mentioned, party of the second part,
Witnesseth that
WHEREAS, The Counties Gas and Electric Company (hereinafter called Counties Company), a Pennsylvania corporation and a predecessor to the
Company, duly executed and delivered to Fidelity Trust Company, a Pennsylvania corporation to which the Trustee is successor, as Trustee, a certain indenture of mortgage and deed of trust dated May 1, 1923 (hereinafter called the Mortgage), to
provide for the issue of, and to secure, its First and Refunding Mortgage Bonds, issuable in series and without limit as to principal amount except as provided in the Mortgage, the initial series of Bonds being designated the 6% Series of 1923, and
the terms and provisions of other series of bonds secured by the Mortgage to be determined as provided in the Mortgage; and
WHEREAS, thereafter Counties Company, Philadelphia Suburban-Counties Gas and Electric Company (hereinafter called Suburban Company), and
the Company, respectively, have from time to time executed and delivered indentures supplemental to the Mortgage, providing for the creation of additional series of bonds secured by the Mortgage and for amendment of certain of the terms and
provisions of the Mortgage and of indentures supplemental thereto, or evidencing the succession of Suburban Company to Counties Company and of the Company to Suburban Company, such indentures supplemental to the Mortgage, the respective dates,
parties thereto, and purposes thereof, being as follows:
1
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Supplemental Indenture
and Date
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Parties
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Providing for:
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First
September 1, 1926
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Counties Company to Fidelity-Philadelphia Trust Company (Successor to Fidelity Trust Company)
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Bonds of 5% Series of 1926
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Second
May 1, 1927
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Suburban Company to Fidelity-Philadelphia Trust Company
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Evidencing succession of Suburban Company to Counties Company
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Third
May 1, 1927
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Suburban Company to Fidelity-Philadelphia Trust Company
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Bonds of 4-1/2% Series due 1957; amendment of certain provisions of Mortgage
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Fourth
November 1, 1927
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Suburban Company to Fidelity-Philadelphia Trust Company
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Additional Bonds of 4-1/2% Series due 1957
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Fifth
January 31, 1931
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Company to Fidelity-Philadelphia Trust Company
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Evidencing succession of Company to Suburban Company
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Sixth
February 1, 1931
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 4% Series due 1971
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Seventh
March 1, 1937
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 3-1/2% Series due 1967; amendment of certain provisions of Mortgage
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Eighth
December 1, 1941
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 2-3/4% Series due 1971; amendment of certain provisions of Mortgage
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Ninth
November 1, 1944
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 2-3/4% Series due 1967 and 2-3/4% Series due 1974; amendment of certain provisions of Mortgage
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Tenth
December 1, 1946
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 2-3/4% Series due 1981; amendment of certain provisions of Mortgage*
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2
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Supplemental Indenture
and Date
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Parties
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Providing for:
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Eleventh
February 1, 1948
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 2-7/8% Series due 1978*
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Twelfth
January 1, 1952
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 3-1/4% Series due 1982*
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Thirteenth
May 1, 1953
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 3-7/8% Series due 1983*
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Fourteenth
December 1, 1953
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 3-1/8% Series due 1983*
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Fifteenth
April 1, 1955
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 3-1/8% Series due 1985*
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Sixteenth
September 1, 1957
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 4-5/8% Series due 1987; amendment of certain provisions of Mortgage*
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Seventeenth
May 1, 1958
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 3-3/4% Series due 1988; amendment of certain provisions of Mortgage*
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Eighteenth
December 1, 1958
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 4-3/8% Series due 1986*
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Nineteenth
October 1, 1959
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 5% Series due 1989*
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Twentieth
May 1, 1964
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 4-1/2% Series due 1994*
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Twenty-first
October 15, 1966
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Company to Fidelity-Philadelphia Trust Company
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Bonds of 6% Series due 1968-1973*
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Twenty-second
June 1, 1967
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Company to The Fidelity Bank (formerly Fidelity-Philadelphia Trust Company)
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Bonds of 5-1/4 % Series due 1968-1973 and 5-3/4 % Series due 1977*
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Twenty-third
October 1, 1957
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Company to The Fidelity Bank
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Bonds of 6-1/8 % Series due 1997*
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3
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Supplemental Indenture
and Date
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Parties
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Providing for:
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Twenty-fourth
March 1, 1968
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Company to The Fidelity Bank
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Bonds of 6-1/2% Series due 1993; amendment of Article XIV of Mortgage*
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Twenty-fifth
September 10, 1968
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Company to The Fidelity Bank
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Bonds of 1968 Series due 1969-1976*
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Twenty-sixth
August 15, 1969
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Company to The Fidelity Bank
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Bonds of 8% Series due 1975*
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Twenty-seventh
February 1, 1970
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Company to The Fidelity Bank
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Bonds of 9% Series due 1995*
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Twenty-eighth
May 1, 1970
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Company to The Fidelity Bank
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Bonds of 8-1/2% Series due 1976*
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Twenty-ninth
December 15, 1970
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Company to The Fidelity Bank
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Bonds of 7-3/4% Series due 2000*
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Thirtieth
August 1, 1971
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Company to The Fidelity Bank
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Bonds of 8-1/4% Series due 1996*
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Thirty-first
December 15, 1971
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Company to The Fidelity Bank
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Bonds of 7-3/8% Series due 2001; amendment of Article XI of Mortgage*
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Thirty-second
June 15, 1972
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Company to The Fidelity Bank
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Bonds of 7-1/2% Series due 1998*
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Thirty-third
January 15, 1973
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Company to The Fidelity Bank
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Bonds of 7-1/2% Series due 1999*
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Thirty-fourth
January 15, 1974
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Company to The Fidelity Bank
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Bonds of 8-1/2% Series due 2004
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Thirty-fifth
October 15, 1974
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Company to The Fidelity Bank
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Bonds of 11% Series due 1980*
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Thirty-sixth
April 15, 1975
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Company to The Fidelity Bank
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Bonds of 11-5/8% Series due 2000*
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Thirty-seventh
August 1, 1975
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Company to The Fidelity Bank
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Bonds of 11% Series due 2000*
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Thirty-eighth
March 1, 1976
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Company to The Fidelity Bank
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Bonds of 9-1/8% Series due 2006*
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Thirty-ninth
August 1, 1976
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Company to The Fidelity Bank
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Bonds of 9-5/8% Series due 2002*
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4
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Supplemental Indenture
and Date
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Parties
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Providing for:
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Fortieth
February 1, 1977
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Company to The Fidelity Bank
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Bonds of Pollution Control Series A and Pollution Control Series B*
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Forty-first
March 15, 1977
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Company to The Fidelity Bank
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Bonds of 8-5/8% Series due 2007*
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Forty-second
July 15, 1977
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Company to The Fidelity Bank
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Bonds of 8-5/8% Series due 2003*
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Forty-third
March 15, 1978
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Company to The Fidelity Bank
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Bonds of 9-1/8% Series due 2008*
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Forty-fourth
October 15, 1979
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Company to The Fidelity Bank
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Bonds of 12-1/2% Series due 2005*
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Forty-fifth
October 15, 1980
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Company to The Fidelity Bank
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Bonds of 13-3/4% Series due 1992*
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Forty-sixth
March 1, 1981
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Company to The Fidelity Bank
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Bonds of 15-1/4% Series due 1996; amendment of Article VIII of Mortgage*
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Forty-seventh
March 1, 1981
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Company to The Fidelity Bank
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Bonds of 15% Series due 1996; amendment of Article VIII of Mortgage*
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Forty-eighth
July 1, 1981
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Company to The Fidelity Bank
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Bonds of 17-5/8% Series due 2011*
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Forty-ninth
September 15, 1981
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Company to The Fidelity Bank
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Bonds of 18-3/4% Series due 2009*
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Fiftieth
April 1, 1982
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Company to The Fidelity Bank
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Bonds of 18% Series due 2012*
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Fifty-first
October 1, 1982
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Company to The Fidelity Bank
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Bonds of 15-3/8% Series due 2010*
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Fifty-second
June 15, 1983
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Company to The Fidelity Bank
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Bonds of 13-3/8% Series due 2013*
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Fifty-third
November 15, 1984
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Company to Fidelity Bank, National Association (formerly The Fidelity Bank)
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Bonds of 13.05% Series due 1994; amendment of Article VIII of Mortgage*
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5
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Supplemental Indenture
and Date
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Parties
|
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Providing for:
|
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Fifty-fourth
December 1, 1984
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Company to Fidelity Bank, National Association
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Bonds of 14% Series due 1988-1994; amendment of Article VIII of Mortgage*
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Fifty-fifth
May 15, 1985
|
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Company to Fidelity Bank, National Association
|
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Bonds of Pollution Control Series C*
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Fifty-sixth
October 1, 1985
|
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Company to Fidelity Bank, National Association
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Bonds of Pollution Control Series D*
|
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Fifty-seventh
November 15, 1985
|
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Company to Fidelity Bank, National Association
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Bonds of 10-7/8% Series due 1995*
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Fifty-eight
November 15, 1985
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Company to Fidelity Bank, National Association
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Bonds of 11-3/4% Series due 2014*
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Fifty-ninth
June 1, 1986
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Company to Fidelity Bank, National Association
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Bonds of Pollution Control Series E*
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Sixtieth
November 1, 1986
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Company to Fidelity Bank, National Association
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Bonds of 10-1/4% Series due 2016*
|
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Sixty-first
November 1, 1986
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Company to Fidelity Bank, National Association
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Bonds of 8-3/4% Series due 1994*
|
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Sixty-second
April 1, 1987
|
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Company to Fidelity Bank, National Association
|
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Bonds of 9-3/8% Series due 2017*
|
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Sixty-third
July 15, 1987
|
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Company to Fidelity Bank, National Association
|
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Bonds of 11% Series due 2016*
|
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Sixty-fourth
July 15, 1987
|
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Company to Fidelity Bank, National Association
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Bonds of 10% Series due 1997*
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Sixty-fifth
August 1, 1987
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Company to Fidelity Bank, National Association
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|
|
Bonds of 10-1/4% Series due 2007*
|
|
|
|
|
|
|
|
Sixty-sixth
October 15, 1987
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 11% Series due 1997*
|
|
|
|
|
|
|
|
Sixty-seventh
October 15, 1987
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 12-1/8% Series due 2016*
|
|
|
|
|
|
|
|
Sixty-eighth
April 15, 1988
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 10% Series due 1998*
|
|
|
|
|
|
|
|
Sixty-ninth
April 15, 1988
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 11% Series due 2018*
|
6
|
|
|
|
|
|
|
|
|
|
|
Supplemental Indenture
and Date
|
|
|
|
Parties
|
|
|
|
Providing for:
|
|
Seventieth
June 15, 1989
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 10% Series due 2019*
|
|
|
|
|
|
|
|
Seventy-first
October 1, 1989
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 9-7/8% Series due 2019*
|
|
|
|
|
|
|
|
Seventy-second
October 1, 1989
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 9-1/4% Series due 1999*
|
|
|
|
|
|
|
|
Seventy-third
October 1, 1989
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Medium-Term Note Series A*
|
|
|
|
|
|
|
|
Seventy-fourth
October 15, 1990
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 10-1/2% Series due 2020*
|
|
|
|
|
|
|
|
Seventy-fifth
October 15, 1990
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 10% Series due 2000*
|
|
|
|
|
|
|
|
Seventy-sixth
April 1, 1991
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of Pollution Control Series F and Pollution Control Series G*
|
|
|
|
|
|
|
|
Seventy-seventh
December 1, 1991
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of Pollution Control Series H*
|
|
|
|
|
|
|
|
Seventy-eighth
January 15, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 7-1/2% 1992 Series due 1999*
|
|
|
|
|
|
|
|
Seventy-ninth
April 1, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 8% Series due 2002*
|
|
|
|
|
|
|
|
Eightieth
April 1, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 8-3/4% Series due 2022*
|
|
|
|
|
|
|
|
Eighty-first
June 1, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of Pollution Control Series I*
|
|
|
|
|
|
|
|
Eighty-second
June 1, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 8-5/8% Series due 2022*
|
|
|
|
|
|
|
|
Eighty-third
July 15, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 7-1/2% Series due 2002*
|
|
|
|
|
|
|
|
Eighty-fourth
September 1, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 8-1/4% Series due 2022*
|
|
|
|
|
|
|
|
Eighty-fifth
September 1, 1992
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 7-1/8% Series due 2002*
|
7
|
|
|
|
|
|
|
|
|
|
|
Supplemental Indenture
and Date
|
|
|
|
Parties
|
|
|
|
Providing for:
|
|
Eighty-sixth
March 1, 1993
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 6-5/8% Series due 2003*
|
|
|
|
|
|
|
|
Eighty-Seventh
March 1, 1993
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 7-3/4% Series due 2023*
|
|
|
|
|
|
|
|
Eighty-eighth
March 1, 1993
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of Pollution Control Series J, Pollution Control Series K, Pollution Control Series L and Pollution Control Series
M*
|
|
|
|
|
|
|
|
Eighty-ninth
May 1, 1993
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 6-1/2% Series due 2003*
|
|
|
|
|
|
|
|
Ninetieth
May 1, 1993
|
|
|
|
Company to Fidelity Bank, National Association
|
|
|
|
Bonds of 7-3/4% Series 2 due 2023*
|
|
|
|
|
|
|
|
Ninety
-
first
August 15, 1993
|
|
|
|
Company to First Fidelity Bank, N.A., Pennsylvania
|
|
|
|
Bonds of 7-1/8% Series due 2023*
|
|
|
|
|
|
|
|
Ninety-second
August 15, 1993
|
|
|
|
Company to First Fidelity Bank, N.A., Pennsylvania
|
|
|
|
Bonds of 6-3/8% Series due 2005*
|
|
|
|
|
|
|
|
Ninety-third
August 15, 1993
|
|
|
|
Company to First Fidelity Bank, N.A., Pennsylvania
|
|
|
|
Bonds of 5-3/8% Series due 1998*
|
|
|
|
|
|
|
|
Ninety-fourth
November 1, 1993
|
|
|
|
Company to First Fidelity Bank, N.A., Pennsylvania
|
|
|
|
Bonds of 7-1/4% Series due 2024*
|
|
|
|
|
|
|
|
Ninety-fifth
November 1, 1993
|
|
|
|
Company to First Fidelity Bank, N.A., Pennsylvania
|
|
|
|
Bonds of 5-5/8% Series due 2001*
|
|
|
|
|
|
|
|
Ninety-sixth
May 1, 1995
|
|
|
|
Company to First Fidelity Bank, N.A., Pennsylvania
|
|
|
|
Medium Term Note Series B*
|
|
|
|
|
|
|
|
Ninety-seventh
October 15, 2001
|
|
|
|
Company to First Union National Bank (formerly First Fidelity Bank, N.A., Pennsylvania)
|
|
|
|
Bonds of 5.95% Series due 2011*
|
|
|
|
|
|
|
|
Ninety-eighth
October 1, 2002
|
|
|
|
Company to Wachovia Bank, National Association
|
|
|
|
Bonds of 5.95% Series Due 2011*
|
|
|
|
|
|
|
|
Ninety-ninth
September 15, 2002
|
|
|
|
Company to Wachovia Bank, National Association
|
|
|
|
Bonds of 4.75% Series Due 2012*
|
|
|
|
|
|
|
|
One Hundredth
April 15, 2003
|
|
|
|
Company to Wachovia Bank, National Association
|
|
|
|
Bonds of 3.50% Series Due 2008*
|
8
|
|
|
|
|
|
|
|
|
|
|
Supplemental Indenture
and Date
|
|
|
|
Parties
|
|
|
|
Providing for:
|
|
One Hundred and First
April 15, 2004
|
|
|
|
Company to Wachovia Bank, National Association
|
|
|
|
Bonds of 5.90% Series Due 2034*
|
|
|
|
|
|
|
|
One Hundred and Second
September 15, 2006
|
|
|
|
Company to Wachovia Bank, National Association
|
|
|
|
Bonds of 5.95% Series Due 2036; amendment of certain provisions of Mortgage*
|
|
|
|
|
|
|
|
One Hundred and Third
March 15, 2007
|
|
|
|
Company to U.S. Bank National Association
|
|
|
|
Bonds of 5.70% Series Due 2037*
|
|
|
|
|
|
|
|
One Hundred and Fourth
February 15, 2008
|
|
|
|
Company to U.S. Bank National Association
|
|
|
|
Bonds of 5.35% Series Due 2018*
|
|
|
|
|
|
|
|
One Hundred and Fifth
February 15, 2008
|
|
|
|
Company to U.S. Bank National Association
|
|
|
|
Bonds of Pollution Control Series N*
|
|
|
|
|
|
|
|
One Hundred and Sixth
September 15, 2008
|
|
|
|
Company to U.S. Bank National Association
|
|
|
|
Bonds of 5.60% Series Due 2013*
|
|
|
|
|
|
|
|
One Hundred and Seventh
March 15, 2009
|
|
|
|
Company to U.S. Bank National Association
|
|
|
|
Bonds of 5.00% Series Due 2014*
|
|
*
|
And amendment of certain provisions of the Ninth Supplemental Indenture.
|
9
WHEREAS, the respective principal amounts of the bonds of each series presently outstanding
under the Mortgage and the several supplemental indentures above referred to, are as follows:
|
|
|
|
|
|
|
|
|
Series
|
|
PRINCIPAL
AMOUNT
|
|
|
4.75%
|
|
Series due 2012
|
|
$
|
225,000,000
|
|
|
5.90%
|
|
Series due 2034
|
|
|
75,000,000
|
|
|
5.95%
|
|
Series due 2036
|
|
|
300,000,000
|
|
|
5.70%
|
|
Series due 2037
|
|
|
175,000,000
|
|
|
5.35%
|
|
Series due 2018
|
|
|
500,000,000
|
|
|
Pollution Control Series N due 2012
|
|
|
150,000,000
|
|
|
5.60%
|
|
Series due 2013
|
|
|
300,000,000
|
|
|
5.00%
|
|
Series due 2014
|
|
|
250,000,000
|
|
|
|
|
Total
|
|
$
|
1,975,000,000
|
|
|
|
|
|
|
|
|
|
WHEREAS, the Company deems it advisable and has determined, pursuant to Article XI of the Mortgage,
(a) to amend Article II of the Ninth Supplemental Indenture to the Mortgage as heretofore amended;
(b) to convey, pledge, transfer and assign to the Trustee and to subject specifically to the lien of the Mortgage additional property not
therein or in any supplemental indenture specifically described but now owned by the Company and acquired by it by purchase or otherwise; and
(c) to create a new series of bonds to be issued from time to time under, and secured by, the Mortgage, to be designated PECO Energy Company First and Refunding Mortgage Bonds, 2.375% Series due 2022,
(hereinafter sometimes called the “bonds of the New Series” or the “bonds of the 2.375% Series due 2022”); and for the above-mentioned purposes to execute, deliver and record this Supplemental Indenture; and
10
WHEREAS, the Company has determined by proper corporate action that the terms, provisions
and form of the bonds of the New Series shall be substantially as follows:
(Form of Face of Bond)
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
PECO ENERGY COMPANY
REGISTERED
NUMBER
FIRST AND REFUNDING MORTGAGE BOND,
2.375% SERIES DUE 2022,
DUE SEPTEMBER 15, 2022
PECO Energy Company, a Pennsylvania corporation (hereinafter called the Company), for value received, hereby promises to pay to Cede & Co. or registered assigns,
Dollars on September 15, 2022, at the office or agency of the Company, in the City of Philadelphia, Pennsylvania, or, at the option
of the holder, at the office or agency of the Company, in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and
private debts, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) thereon from the date hereof at the rate of 2.375 percent per annum in like coin or currency, payable at either of the offices aforesaid on
March 15 and September 15 of each year, beginning on March 15, 2013, until the Company’s obligation with respect to the payment of such principal shall have been discharged.
The Company may fix a date, not more than fourteen calendar days prior to any interest payment date, as a record date for determining the
registered holder of this bond entitled to such interest payment, in which case only the registered holder on such record date shall be entitled to receive such payment, notwithstanding any transfer of this bond upon the registration books
subsequent to such record date.
This bond shall not be valid or become obligatory for any purpose unless it shall have been
authenticated by the certificate of the Trustee under said Mortgage endorsed hereon.
11
The provisions of this bond are continued on the reverse hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.
[Remainder of this page
intentionally left blank]
12
IN WITNESS WHEREOF, PECO Energy Company has caused this instrument to be signed in its
corporate name with the manual or facsimile signature of its President or a Vice President, duly attested by the manual or facsimile signature of its Secretary or an Assistant Secretary.
Dated:
|
|
|
|
|
PECO ENERGY COMPANY
|
|
|
|
|
By
|
|
|
|
|
|
President or Vice President
|
|
|
|
|
Attest
|
|
|
|
|
|
Secretary or Assistant Secretary
|
13
(Form of Reverse of Bond)
PECO ENERGY COMPANY
First and Refunding Mortgage Bond,
2.375% Series Due 2022,
Due September 15, 2022
(CONTINUED)
This bond is one of a duly authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Mortgage hereinafter mentioned or in any indenture supplemental thereto, and is one of a series of said bonds known as First and Refunding Mortgage Bonds, 2.375% Series due 2022. This bond and all
other bonds of said issue are issued and to be issued under and pursuant to and are all secured equally and ratably by an indenture of mortgage and deed of trust dated May 1, 1923, duly executed and delivered by The Counties Gas and Electric
Company (to which the Company is successor) to Fidelity Trust Company, as Trustee (to which U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, is successor Trustee),
as amended, modified or supplemented by certain supplemental indentures from the Company or its predecessors to said successor Trustee or its predecessors, said mortgage, as so amended, modified or supplemented being herein called the Mortgage.
Reference is hereby made to the Mortgage for a statement of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of said bonds and of the Trustee in respect of such security, the rights, duties and
immunities of the Trustee, and the terms and conditions upon which said bonds are and are to be secured, and the circumstances under which additional bonds may be issued.
As provided in the Mortgage, the bonds secured thereby may be for various principal sums and are issuable in series, which series may mature at different times, may bear interest at different rates, and
may otherwise vary. The bonds of this series mature on September 15, 2022, and are issuable only in registered form without coupons in any denomination authorized by the Company.
Any bond or bonds of this series may be exchanged for another bond or bonds of this series in a like aggregate principal amount in
authorized denominations, upon presentation at the office of the Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or agency of the Company in the Borough of Manhattan, The City of New York, all
subject to the terms of the Mortgage but without any charge other than a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident to the exchange.
The bonds of this series are redeemable at the option of the Company, as a whole or in part, at any time upon notice sent by the Company
through the mail, postage prepaid, at least thirty (30) days and not more than forty-five (45) days prior to the date fixed for redemption, to the registered holder of each bond to be redeemed, addressed to such holder at his address
appearing upon the registration books. At any time prior to June 15, 2022, the redemption price shall be equal to the greater of (1) 100% of the principal amount of the bonds to be redeemed, plus accrued interest to the redemption date, or
(2) as determined by the Quotation Agent, the
14
sum of the present values of the remaining scheduled payments of principal and interest on the bonds to be redeemed (not including any portion of payments of interest accrued as of the redemption
date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 12.5 basis points, plus accrued interest to the redemption date. At any time on or after
June 15, 2022, the redemption price shall be equal to 100% of the principal amount of the bonds to be redeemed, plus accrued interest to the redemption date. Unless the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the bonds of this series or portions of the bonds of this series called for redemption.
“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.
“Business Day” means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close.
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the bonds of this series that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of the bonds of this series.
“Comparable Treasury Price” means, with respect to any redemption date:
|
|
•
|
|
the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury
Dealer Quotations; or
|
|
|
•
|
|
if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.
|
“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference Treasury Dealer” means (1) each of BNP Paribas Securities Corp., J.P. Morgan Securities LLC and U.S. Bancorp
Investments, Inc. and their respective successors, unless such entity ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.
15
The principal of this bond may be declared or may become due on the conditions, in the
manner and with the effect provided in the Mortgage upon the happening of an event of default as in the Mortgage provided.
This bond is transferable by the registered holder hereof in person or by attorney, duly authorized in writing, at the office of the
Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or agency of the Company in the Borough of Manhattan, The City of New York, in books of the Company to be kept for that purpose, upon surrender and
cancellation hereof, and upon any such transfer, a new registered bond or bonds, without coupons, of this series and for the same aggregate principal amount, will be issued to the transferee in exchange herefor, all subject to the terms of the
Mortgage but without payment of any charge other than a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident to the transfer. The Company, the Trustee, and any paying agent may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or interest on
this bond to any incorporator or any past, present or future stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or indirectly, by virtue of any statute or by enforcement of any assessment
or otherwise, and any and all liability of the said incorporators, stockholders, officers or directors of the Company or of any predecessor or successor corporation in respect to this bond is hereby expressly waived and released by every holder
hereof, except to the extent that such liability may not be waived or released under the provisions of the Securities Act of 1933, as amended, or of the rules and regulations of the Securities and Exchange Commission thereunder.
(End of Form of Reverse of Bond)
16
and
WHEREAS, on the face of each of the bonds of the New Series, there is to be endorsed a certificate of the Trustee in substantially the following form, to wit:
(Form of Trustee’s Certificate)
This bond is one of the bonds, of the series designated therein, provided for in the within-mentioned Mortgage and in the One Hundred and Eighth Supplemental Indenture dated as of September 1, 2012.
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|
|
U.S. BANK NATIONAL ASSOCIATION,
|
|
Trustee
|
|
|
|
|
By
|
|
|
|
|
|
Authorized Officer
|
and
WHEREAS, all acts and things necessary to make the bonds of the New Series, when duly executed by the Company and authenticated by the Trustee as provided in the Mortgage and indentures supplemental
thereto, and issued by the Company, the valid, binding and legal obligations of the Company, and this Supplemental Indenture a valid and enforceable supplement to the Mortgage, have been done, performed and fulfilled and the execution and delivery
hereof have been in all respects duly and lawfully authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to secure the payment of the principal of and interest on all bonds issued and to be issued under the Mortgage
and/or under any indenture supplemental thereto, according to their tenor and effect, and according to the terms of the Mortgage and of any indenture supplemental thereto, and to secure the performance of the covenants and obligations in the bonds
and in the Mortgage and any indenture supplemental thereto respectively contained, and for the proper assuring, conveying, and confirming unto the Trustee, its successors in trust and its and their assigns forever, upon the trusts and for the
purposes expressed in the Mortgage and in any indentures supplemental thereto, all and singular the estates, property and franchises of the Company thereby mortgaged or intended so to be, the Company, for and in consideration of the premises and of
the sum of One Dollar ($1.00) in hand paid by the Trustee to the Company upon the execution and delivery of this Supplemental Indenture, receipt whereof is hereby acknowledged, and of other good and valuable consideration, has granted, bargained,
sold, conveyed, released, confirmed, pledged, assigned, transferred and set over and by these presents does grant, bargain, sell, convey, release, confirm, pledge, assign, transfer, and set over to U.S. Bank National Association, as Trustee, and to
its successors in trust and its and their assigns forever, all the following described property, real, personal and mixed of the Company, viz.:
The real property set forth in
Schedule A
, attached hereto and hereby made a part hereof, with any improvements thereon erected as may be owned by the Company but not specifically described in the
Mortgage or in any indenture supplemental thereto heretofore executed, in the places set forth in
Schedule A
.
17
All of the real property with any improvements thereon erected as may be owned by the
Company and described in the Mortgage or in any indenture supplemental thereto as may heretofore have been executed, delivered and recorded, but excluding therefrom all real property heretofore released from the lien of the Mortgage. The purpose of
restating such prior conveyances as security is to confirm that the obligations of the Company as provided in this Supplemental Indenture are included within the lien and security of the Mortgage, and that public record be made of such purpose and
fact by the recording of this Supplemental Indenture.
Together with all gas works, electric works, plants, buildings,
structures, improvements and machinery located upon such real estate or any portion thereof, and all rights, privileges and easements of every kind and nature appurtenant thereto, and all and singular the tenements, hereditaments and appurtenances
belonging to the real estate or any part thereof hereinbefore described or referred to or intended so to be, or in any way appertaining thereto, and the reversions, remainders, rents, issues and profits thereof; also all the estate, right, title,
interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the Company, of, in and to the same and any and every part thereof, with the appurtenances.
Also all the Company’s electric transmission and distribution lines and systems, substations, transforming stations, structures,
machinery, apparatus, appliances, devices and appurtenances.
Also all the Company’s gas transmission and distribution
mains, pipes, pipe lines and systems, storage facilities, structures, machinery, apparatus, appliances, devices and appurtenances.
Also all plants, systems, works, improvements, buildings, structures, fixtures, appliances, engines, furnaces, boilers, machinery, retorts, tanks, condensers, pumps, gas tanks, holders, reservoirs,
expansion tanks, gas mains and pipes, tunnels, service pipe, pipe lines, fittings, gates, valves, connections, gas and electric meters, generators, dynamos, fans, supplies, tools and implements, tracks, sidings, motor and other vehicles, all
electric light lines, electric power lines, transmission lines, distribution lines, conduits, cables, stations, substations, and distributing systems, motors, conductors, converters, switchboards, shafting, belting, wires, mains, feeders, poles,
towers, mast arms, brackets, pipes, lamps, insulators, house wiring connections and all instruments, appliances, apparatus, fixtures, fittings and equipment and all stores, repair parts, materials and supplies of every nature and kind whatsoever now
or hereafter owned by the Company in connection with or appurtenant to its plants and systems for production, purchase, storage, transmission, distribution, utilization and sale of gas and its by-products and residual products, and/or for the
generation, production, purchase, storage, transmission, distribution, utilization and sale of electricity, or in connection with such business.
Also all the goodwill of the business of the Company, and all rights, claims, contracts, leases, patents, patent rights, and agreements, all accounts receivable, accounts, claims, demands,
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choses in action, books of account, cash assets, franchises, ordinances, rights, powers, easements, water rights, riparian rights, licenses, privileges, immunities, concessions and consents now
or hereafter owned by the Company in connection with or appurtenant to its said business.
Also all the right, title and
interest of the Company in and to all contracts for the purchase, sale or supply of gas, and its by-products and residual products of electricity and electrical energy, now or hereafter entered into by the Company with the right on the part of the
Trustee, upon the happening of an event of default as defined in the Mortgage as supplemented by any supplemental indenture, to require a specific assignment of any and all such contracts, whenever it shall request the Company to make the same.
Also all rents, tolls, earnings, profits, revenues, dividends and income arising or to arise from any property now owned,
leased, operated or controlled or hereafter acquired, leased, operated or controlled by the Company and subject to the lien of the Mortgage and indentures supplemental thereto.
Also all the estate, right, title and interest of the Company, as lessee, in and to any and all demised premises under any and all
agreements of lease now or at any time hereafter in force, insofar as the same may now or hereafter be assignable by the Company.
Also all other property, real, personal and mixed not hereinbefore specified or referred to, of every kind and nature whatsoever, now owned, or which may hereafter be owned by the Company (except shares
of stock, bonds or other securities not now or hereafter specifically pledged under the Mortgage and indentures supplemental thereto or required to be pledged thereunder by the provisions of the Mortgage or any indenture supplemental thereto),
together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any way appertaining and the reversions, remainder or remainders, rents, issues and profits thereof; and also all the estate, right, title,
interest, property, claim and demand whatsoever as well in law as in equity of the Company of, in and to the same and every part and parcel thereof.
It is the intention and it is hereby agreed that all property and the earnings and income thereof acquired by the Company after the date hereof shall be as fully embraced within the provisions hereof and
subject to the lien hereby created for securing the payment of all bonds, together with the interest thereon, as if the property were now owned by the Company and were specifically described herein and conveyed hereby, provided nevertheless, that no
shares of stock, bonds or other securities now or hereafter owned by the Company, shall be subject to the lien of the Mortgage and indentures supplemental thereto unless now or hereafter specifically pledged or required to be pledged thereunder by
the provisions of the Mortgage or any indenture supplemental thereto.
TO HAVE AND TO HOLD, all and singular the property,
rights, privileges and franchises hereby conveyed, transferred or pledged or intended so to be, including after-acquired property, together with all and singular the reversions, remainders, rents, revenues, income, issues and profits, privileges and
appurtenances, now or hereafter belonging or in any way appertaining thereto, unto the Trustee and its successors in the trust hereby created, and its and their assigns forever;
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IN TRUST NEVERTHELESS, for the equal and pro rata benefit and security of each and every
person or corporation who may be or become the holders of bonds secured by the Mortgage and indentures supplemental thereto, without preference, priority or distinction (except as provided in Section 1 of Article VIII of the Mortgage) as to
lien or otherwise of any bond of any series over or from any other bond, so that (except as aforesaid) each and every of the bonds issued or to be issued, of whatsoever series, shall have the same right, lien, privilege under the Mortgage and
indentures supplemental thereto and shall be equally secured thereby and hereby, with the same effect as if the bonds had all been made, issued and negotiated simultaneously on the date of the Mortgage.
AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH:
It is hereby covenanted that all bonds secured by the Mortgage and indentures supplemental thereto with the coupons appertaining thereto, are issued to and accepted by each and every holder thereof, and
that the property aforesaid and all other property subject to the lien of the Mortgage and indentures supplemental thereto is held by or hereby conveyed to the Trustee, under and subject to the trusts, conditions and limitations set forth in the
Mortgage and indentures supplemental thereto and upon and subject to the further trusts, conditions and limitations hereinafter set forth, as follows, to wit:
ARTICLE I
AMENDMENTS OF MORTGAGE
Section 1. Article II of the Ninth Supplemental Indenture to the Mortgage, as heretofore amended, is hereby further amended as follows:
By adding to paragraph (d) of Section 5 and to the first clause of Section 9, the following:
“2.375% Series due 2022”
ARTICLE II.
BONDS OF THE NEW SERIES
Section 1. The bonds of the New Series shall be designated as hereinabove specified for such designation in the recital immediately
preceding the form of bonds of the New Series, subject however, to the provisions of Section 2 of Article I of the Mortgage, as amended, and are issuable only as registered bonds without coupons, substantially in the form hereinbefore recited.
Subject to the provisions of the Mortgage, the bonds of the New Series shall be issuable without limitation as to the aggregate principal amount thereof.
The bonds of the New Series shall bear interest from the date thereof and shall be dated as of the interest payment date to which interest was paid next preceding the date of issue unless (a) such
date of issue is an interest payment date to which interest was paid, in which event such bonds shall be dated as of such interest payment date, or (b) issued prior to the occurrence of the first interest payment date on which interest is to be
paid, in which event such bonds shall be dated September 17, 2012. The bonds of the New Series shall mature on September 15, 2022.
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The bonds of the New Series shall bear interest (computed on the basis of a 360-day year of
twelve 30-day months) at the rate provided in the form of bond hereinbefore recited, payable on March 15 and September 15 of each year, beginning on March 15, 2013, until the Company’s obligation with respect to the payment of
principal thereof shall have been discharged. Both principal and interest on bonds of the New Series shall be payable at the office or agency of the Company in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, and shall be payable in such coin or currency of the United States of America as at the time of payment shall constitute legal tender for the payment of public and private
debts.
The bonds of the New Series shall be in any denomination authorized by the Company.
Any bond or bonds of the New Series shall be exchangeable for another bond or bonds of the New Series in a like aggregate principal
amount. Any such exchange may be made upon presentation at the office of the Trustee in the City of Philadelphia, Pennsylvania, or, at the option of the holder, at the office or agency of the Company in the Borough of Manhattan, The City of New
York, without any charge other than a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident to the exchange.
Section 2. (a) Initially, the bonds of the New Series shall be issued pursuant to a book-entry system administered by The Depository Trust Company (or its successor, referred to herein as the
“Depository”) as a global security with no physical distribution of bond certificates to be made except as provided in this Section 2. Any provisions of the Mortgage or the bonds of the New Series requiring physical delivery of bonds
shall, with respect to any bonds of the New Series held under the book-entry system, be deemed to be satisfied by a notation on the bond registration books maintained by the Trustee that such bonds are subject to the book-entry system.
(b) So long as the book-entry system is being used, one or more bonds of the New Series in the aggregate principal amount of the bonds of
the New Series and registered in the name of the Depository’s nominee (the “Nominee”) will be issued and required to be deposited with the Depository and held in its custody. The book-entry system will be maintained by the Depository
and its participants and indirect participants and will evidence beneficial ownership of the bonds of the New Series, with transfers of ownership effected on the records of the Depository, the participants and the indirect participants pursuant to
rules and procedures established by the Depository, the participants and the indirect participants. The principal of and any premium on each bond of the New Series shall be payable to the Nominee or any other person appearing on the registration
books as the registered holder of such bond or its registered assigns or legal representative at the office of the office or agency of the Company in the City of Philadelphia, Pennsylvania or the Borough of Manhattan, The City of New York. So long
as the book-entry system is in effect, the Depository will be recognized as the holder of the bonds of the New Series for all purposes. Transfers of principal, interest and any premium payments or notices to participants and indirect participants
will be the responsibility of the Depository, and transfers of principal, interest and any premium payments or notices to beneficial owners will be
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the responsibility of participants and indirect participants. No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing
such records maintained by the Depository, the participants or the indirect participants. While the Nominee or the Depository, as the case may be, is the registered owner of the bonds of the New Series, notwithstanding any other provisions set forth
herein, payments of principal of, redemption premium, if any, and interest on the bonds of the New Series shall be made to the Nominee or the Depository, as the case may be, by wire transfer in immediately available funds to the account of such
holder. Without notice to or consent of the beneficial owners, the Trustee with the consent of the Company and the Depository may agree in writing to make payments of principal, redemption price and interest in a manner different from that set forth
herein. In such event, the Trustee shall make payment with respect to the bonds of the New Series in such manner as if set forth herein.
(c) The Company may at any time elect (i) to provide for the replacement of any Depository as the depository for the bonds of the New Series with another qualified depository, or (ii) to
discontinue the maintenance of the bonds of the New Series under book-entry system. In such event, the Trustee shall give 30 days prior notice of such election to the Depository (or such fewer number of days acceptable to such Depository).
(d) Upon the discontinuance of the maintenance of the bonds of the New Series under a book-entry system, the Company will
cause the bonds to be issued directly to the beneficial owners of the bonds of the New Series, or their designees, as further described below. In such event, the Trustee shall make provisions to notify participants and beneficial owners of the bonds
of the New Series, by mailing an appropriate notice to the Depository, that bonds of the New Series will be directly issued to beneficial owners of the bonds as of a date set forth in such notice (or such fewer number of days acceptable to such
Depository).
(e) In the event that bonds of the New Series are to be issued to beneficial owners of the bonds, or their
designees, the Company shall promptly have bonds of the New Series prepared in certificated form registered in the names of the beneficial owners of such bonds shown on the records of the participants provided to the Trustee, as of the date set
forth in the notice above. Bonds issued to beneficial owners, or their designees shall be substantially in the form set forth in this Supplemental Indenture, but will not include the provision related to global securities.
(f) If the Depository is replaced as the depository for the bonds of the New Series with another qualified depository, the Company will
issue a replacement global security substantially in the form set forth in this Supplemental Indenture.
(g) The Company and
the Trustee shall have no liability for the failure of any Depository to perform its obligations to any participant, any indirect participant or any beneficial owner of any bonds of the New Series, and the Company and the Trustee shall not be liable
for the failure of any participant, indirect participant or other nominee of any beneficial owner or any bonds of the New Series to perform any obligation that such participant, indirect participant or other nominee may incur to any beneficial owner
of the bonds of the New Series.
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(h) Notwithstanding any other provision of the Mortgage, on or prior to the date of issuance
of the bonds of the New Series, the Trustee shall have executed and delivered to the initial Depository a Letter of Representations governing various matters relating to the Depository and its activities pertaining to the bonds of the New Series.
The terms and provisions of such Letter of Representations are incorporated herein by reference and, in the event there shall exist any inconsistency between the substantive provisions of the said Letter of Representations and any provisions of the
Mortgage, then, for as long as the initial Depository shall serve as depository with respect to the bonds of the New Series, the terms of the Letter of Representations shall govern.
(i) The Company and the Trustee may rely conclusively upon (i) a certificate of the Depository as to the identity of a participant
in the book-entry system; (ii) a certificate of any participant as to the identity of any indirect participant and (iii) a certificate of any participant or any indirect participant as to the identity of, and the respective principal
amount of bonds of the New Series owned by, beneficial owners.
Section 3. So long as the bonds of the New Series are held by
The Depository Trust Company, such bonds of the New Series shall bear the following legend:
UNLESS THIS BOND IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Section 4. So long as any of the bonds of the New Series remain outstanding, the Company shall keep at its office or agency in the Borough of Manhattan, The City of New York, as well as at the office of
the Trustee in the City of Philadelphia, Pennsylvania, books for the registry and transfer of outstanding bonds of the New Series, in accordance with the terms and provisions of the bonds of the New Series and the provisions of Section 8 of
Article I of said Mortgage.
Section 5. So long as any bonds of the New Series remain outstanding, the Company shall maintain
an office or agency in the City of Philadelphia, Pennsylvania, and an office or agency in the Borough of Manhattan, The City of New York, for the payment upon proper demand of the principal of, the interest on, or the redemption price of the
outstanding bonds of the New Series, and will from time to time give notice to the Trustee of the location of such office or agency. In case the Company shall fail to maintain for such purpose an office or agency in the City of Philadelphia or shall
fail to give such notice of the location thereof, then notices, presentations and demands in respect of the bonds of the New Series may be given or made to or upon the Trustee at its office in the City of Philadelphia and the principal of, the
interest on, and the redemption price of said bonds in such event be payable at said office of the Trustee. All bonds of the New Series when paid shall forthwith be cancelled.
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Section 6. The Company may fix a date, not more than fourteen calendar days prior to any
interest payment date, as a record date for determining the registered holder of each bond of the New Series entitled to such interest payment, in which case only the registered holder of such bond on such record date shall be entitled to receive
such payment, notwithstanding any transfer of such bond upon the registration books subsequent to such record date.
Section
7. The bonds of the New Series shall be issued under and subject to all of the terms and provisions of the Mortgage, of the indentures supplemental thereto referred to in the recitals hereof and of this Supplemental Indenture which may be applicable
to such bonds or applicable to all bonds issued under the Mortgage and indentures supplemental thereto.
ARTICLE III.
ISSUE AND AUTHENTICATION OF
BONDS OF THE NEW SERIES
In addition to any bonds of any series which may from
time to time be executed by the Company and authenticated and delivered by the Trustee upon compliance with the provisions of the Mortgage and/or of any indenture supplemental thereto, bonds of the New Series of an aggregate principal amount of
$350,000,000 shall forthwith be executed by the Company and delivered to the Trustee, and the Trustee shall thereupon, whether or not this Supplemental Indenture shall have been recorded, authenticate and deliver said bonds to or upon the written
order of the President, a Vice President, or the Treasurer of the Company, under the terms and provisions of paragraphs (c) and (e) of Section 3 of Article II of the Mortgage, as amended.
ARTICLE IV.
REDEMPTION OF BONDS OF THE
NEW SERIES
Section 1. The bonds of the New Series shall be redeemable, at the
option of the Company, as a whole or in part, at any time upon notice sent by the Company through the mail, postage prepaid, at least thirty (30) days and not more than forty-five (45) days prior to the date fixed for redemption, to the
registered holder of each bond to be redeemed in whole or in part, addressed to such holder at his address appearing upon the registration books. At any time prior to June 15, 2022, the redemption price shall be equal to the greater of
(1) 100% of the principal amount of the bonds to be redeemed, plus accrued interest to the redemption date, or (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and
interest on the bonds to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate plus 12.5 basis points, plus accrued interest to the redemption date. At any time on or after June 15, 2022, the redemption price shall be equal to 100% of the principal amount of the bonds to be redeemed, plus accrued
interest to the redemption date. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the bonds of this series or portions of the bonds of this series called for
redemption.
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“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the
redemption date.
“Business Day” means any day that is not a day on which banking institutions in New York City are
authorized or required by law or regulation to close.
“Comparable Treasury Issue” means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the remaining term of the bonds of this series that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the bonds of the New Series.
“Comparable
Treasury Price” means, with respect to any redemption date:
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the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury
Dealer Quotations; or
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if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.
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“Reference Treasury Dealer” means (1) each of BNP Paribas Securities Corp., J.P. Morgan
Securities LLC and U.S. Bancorp Investments, Inc. and their respective successors, unless such entity ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company shall
substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding that redemption date.
Section 2. In case the Company shall desire to
exercise such right to redeem and pay off all or any part of such bonds of the New Series as hereinbefore provided it shall comply with all the terms and provisions of Article III of the Mortgage, as amended, applicable thereto, and such redemption
shall be made under and subject to the terms and provisions of Article III and in the manner and with the effect therein provided, but at the time or times and upon mailing of notice, all as hereinbefore set forth in Section 1 of this Article.
No publication of notice of any redemption of any bonds of the New Series shall be required.
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ARTICLE V.
CERTAIN EVENTS OF DEFAULT; REMEDIES
Section 1. So long as any bonds of the
New Series remain outstanding, in case one or more of the following events shall happen, such events shall, in addition to the events of default heretofore enumerated in paragraphs (a) throughout (d) of Section 2 of Article VIII of
the Mortgage, constitute an “event of default” under the Mortgage, as fully as if such events were enumerated therein:
(e) default shall be made in the due and punctual payment of the principal (including the full amount of any applicable optional redemption price) of any bond or bonds of the New Series whether at the
maturity of said bonds, or at a date fixed for redemption of said bonds, or any of them, or by declaration as authorized by the Mortgage;
Section 2. So long as any bonds of the New Series remain outstanding, Section 10 of Article VIII of the Mortgage, as heretofore amended, is hereby further amended by inserting in the first
paragraph of such Section 10, immediately after the words “as herein provided,” at the end of clause (2) thereof, the following:
“or (3) in case default shall be made in any payment of any interest on any bond or bonds secured by this indenture or in the payment of the principal (including any applicable optional
redemption price) of any bond or bonds secured by this indenture, where such default is not of the character referred to in clause (1) or (2) of this Section 10 but constitutes an event of default within the meaning of Section 2
of this Article VIII.”
ARTICLE VI.
CONCERNING THE TRUSTEE
The Trustee hereby accepts the trust herein declared and
provided and agrees to perform the same upon the terms and conditions set forth in the Mortgage, as amended and supplemented, and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company solely.
ARTICLE VII.
MISCELLANEOUS
Section 1. Unless otherwise clearly required by the context, the term “Trustee,” or any other equivalent term used in this
Supplemental Indenture, shall be held and construed to mean the trustee under the Mortgage for the time being whether the original or a successor trustee.
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Section 2. The headings of the Articles of this Supplemental Indenture are inserted for
convenience of reference only and are not to be taken to be any part of this Supplemental Indenture or to control or affect the meaning of the same.
Section 3. Nothing expressed or mentioned in or to be implied from this Supplemental Indenture or in or from the bonds of the New Series is intended, or shall be construed, to give any person or
corporation, other than the parties hereto and their respective successors, and the holders of bonds secured by the Mortgage and the indentures supplemental thereto, any legal or equitable right, remedy or claim under or in respect of such bonds or
the Mortgage or any indenture supplemental thereto, or any covenant, condition or provision therein or in this Supplemental Indenture contained. All the covenants, conditions and provisions thereof and hereof are for the sole and exclusive benefit
of the parties hereto and their successors and of the holders of bonds secured by the Mortgage and indentures supplemental thereto.
Section 4. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all collectively but one instrument.
Section 5. This Supplemental Indenture is dated and shall be effective as of September 1, 2012, but was actually executed and
delivered on September 10, 2012.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the President or a Vice President of the party of
the first part and the President or a Vice President of the party of the second part, under and by the authority vested in them, have hereto affixed their signatures and their Secretaries or Assistant Secretaries have duly attested the execution
hereof the 10
th
day of September, 2012.
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PECO ENERGY COMPANY
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By
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/s/ PHILLIP S. BARNETT
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Phillip S. Barnett
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Senior Vice President,
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Chief Financial Officer and
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Treasurer
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Attest
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/s/ RONALD L. ZACK
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Ronald L. Zack
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Assistant Secretary
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U.S. BANK NATIONAL ASSOCIATION, Trustee
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By
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/s/ GEORGE J. RAYZIS
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George J. Rayzis
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Vice President
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Attest
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/s/ STEVEN J. KABA
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Steven J. Kaba
Authorized
Officer
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COMMONWEALTH OF PENNSYLVANIA
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:
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: SS.
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COUNTY OF PHILADELPHIA
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On this, the 10
th
day of September, 2012, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned
officer, personally appeared Phillip S. Barnett who acknowledged himself to be the Senior Vice President, Chief Financial Officer and Treasurer of PECO Energy Company, a Pennsylvania corporation, and that he as such officer, being authorized to do
so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such officer.
In witness whereof, I hereunto set my hand and official seal.
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/s/ CHANANE BROWN
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Notary Public
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My Commission expires:
[NOTARIAL SEAL]
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COMMONWEALTH OF PENNSYLVANIA
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:
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: SS.
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COUNTY OF PHILADELPHIA
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:
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On this, the 10
th
day of September, 2012, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned
officer, personally appeared George J. Rayzis who acknowledged himself to be the Vice President of U.S. Bank National Association, a national banking association, as Trustee, and that he as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained, by signing the name of the national banking association, as Trustee, by himself as such officer.
In witness whereof, I hereunto set my hand and official seal.
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/s/ ELLEN CASSIDY
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Notary Public
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My Commission expires:
[NOTARIAL SEAL]
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CERTIFICATE OF RESIDENCE
U.S. Bank National Association, Mortgagee and Trustee within named, hereby certifies that its precise address in the
City of Philadelphia is 50 South 16
th
Street,
Philadelphia, Pennsylvania 19102.
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U.S. BANK NATIONAL ASSOCIATION,
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Trustee
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By
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/s/ GEORGE J. RAYZIS
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George J. Rayzis
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Vice President
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SCHEDULE A
CONOWINGO – PENNSYLVANIA – PE-10618
ALL THOSE CERTAIN strips, parcels and
tracts of ground, together with the transmission line improvements thereon erected, situate in West Nottingham Township, County of Chester, Commonwealth of Pennsylvania as follows:
ALL THAT CERTAIN strip or piece of land SITUATE in West Nottingham Township, in the County of Chester and State of Pennsylvania, bounded and described according to a survey made by Day &
Zimmerman Engineering & Construction Company, in December, 1926, as follows, viz:
BEGINNING at survey station 525+24.7 of the center
line of the transmission line of the Philadelphia Electric Power Company which point of beginning is on the line of land of John W. Poole and distant ninety-one and nine-tenths (91.9) feet on a course bearing south fifty degrees sixteen minutes
East (S. 50 deg. 16 min. E.) from an iron pin on the said line of land of John W. Poole, said iron pin also marking a corner common to the lands of William L. Markle and Ruth Pennell; thence from said point of beginning North fifty degrees sixteen
minutes West (N. 50 deg. 16 min. W.) by said line of land of John W. Poole, a distance of ninety-one and nine-tenths (91.9) feet to an iron pin being a corner common to lands of William L. Markle and Ruth Pennell, thence north thirty-nine
degrees three minute East (N. 39 deg. 03 min. E.) by line of land of said William L. Markle and crossing a public road leading to Oxford a distance of seventeen hundred sixty-one and four-tenths (1761.4) feet to an iron pin on the line of land
of Ella W. Thomas and being a corner common to the lands of said William L. Markle and Ruth Pennell, thence south forty four degrees forty-eight minutes East (S. 44 deg. 48 min. E.) by said line of land of Ella W. Thomas and crossing the center line
of the transmission line of the Philadelphia Electric Power Company at survey station 542+67.1, a distance of four hundred fifty-five and three-tenths (455.3) feet to a point, thence south forty-two degrees forty-eight minutes west (S. 42 deg.
48 min. W.) parallel with and one hundred fifty seven and five-tenths (157.5) feet distant from the center line of the transmission line a distance of one hundred fifty-seven and one-tenth (157.1) feet to a point, thence south forty-six
degrees four minutes west (S. 46 deg. 04 min. W.) parallel with and one hundred fifty-seven and five-tenths (157.5) feet distant from the center line of the transmission line, and crossing the first mentioned public road leading to Oxford, a
distance of fifteen hundred seventy and six-tenths (1570.6) feet to a point on the line of land of John W. Poole, thence by said line of land of John W. Poole, North fifty degrees sixteen minute West (N. 50 deg. 16 min. W.) a distance of one
hundred fifty-eight and five-tenths (158.5) feet to the point of beginning, CONTAINING fourteen and twenty-five hundredths (14.25) acres, more or less.
EXCEPTING AND RESERVING THEREOUT AND THEREFROM all that strip or piece of land beginning at a point at the intersection of the center line of the right of way of Philadelphia Electric Power Company
(315’ wide) and the line dividing ground now or late of Ella W. Thomas and ground of Philadelphia Electric Power Company, formerly of Lorraine Taylor, Trustee, et al, said point being at the distance of one hundred fifty-seven feet and
seven-tenths of
32
a foot (157.7’) measured South forty-four degrees thirty-eight minutes East (S. 44° 38” E.) along the aforementioned dividing line from a concrete monument at a corner common
to the right of way of Philadelphia Electric Power Company and other ground of Ella W. Thomas (said point also being at survey station 542+67.1 of the aforementioned center line referred to in Deed — Lorraine Taylor, Trustee, et al, to the
Philadelphia Electric Power Company dated January 15, 1930) and extending thence from said point of beginning along the aforementioned dividing line South forty-four degrees, thirty-eight minutes East (S. 44° 38’ E.) forty feet and
five-tenths of a foot (40.5’) to a point in the middle line of Blackburn Run dividing the Township of West Nottingham and the Township of East Nottingham; thence through ground of Philadelphia Electric Power Company, formerly of Lorraine
Taylor, Trustee, et al, within the bed of Blackburn Run and along the aforementioned dividing line the three (3) following courses and distances: (1) South seventy-two degrees nine minutes West (S. 72° 09’ W.) thirty-four feet and
six-tenths of a foot (34.6’) to a point; (2) North forty—seven degrees twelve minutes West (N. 47° 12’ W.) twenty-three feet and three-tenths of a foot (23.3’) to a point on the aforementioned center line and
(3) North four degrees thirty-five minutes East (N. 04° 35’ E.) forty-two feet and two tenths of a foot (42.2’) to a point in the aforementioned line dividing ground herein described and ground now or late of Ella W. Thomas
and thence along the last mentioned ground South forty-four degrees thirty-eight minutes East (S. 44° 38’ E.) twenty-five feet and nine-tenths of a foot (25.9’) to the first mentioned point and place of beginning.
CONTAINING thirty-two one-thousandths (0.032) of an acre, more or less.
BEING the same premises which Exelon Generation Company, LLC, a Pennsylvania limited liability company, by Deed dated January 28, 2010, effective January 29, 2010 and recorded in the Chester
County Recorder of Deeds Office on February 19, 2010 in Book 7868 Page 1009, granted and conveyed to PECO Energy Company, in fee.
BEING
UPI Numbers 68-2-32.1 and 68-2-37.1.
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FRICKS LOCK SUBSTATION – PE-10622
I. ALL THAT CERTAIN tract of land situate along the Easterly side of Sanatoga Road, in the Township of East Coventry, County of Chester, Commonwealth of
Pennsylvania, bounded and described according to a Condominium Plan for Bittersweet on Schuylkill, prepared by Conver and Smith Engineering, Inc., Royersford, Pennsylvania, dated May 12, 2008, Plan No. C-08-014-CD.
BEGINNING at a corner being the intersection of the titleline in Sanatoga Road (T-590) (legal right-of-way: 33.00 feet wide; ultimate right-of-way: 60.00
feet wide) and the Northerly line of lands, now or late, Pennsylvania Railroad - Schuylkill Valley Branch; thence from the place of BEGINNING, along the titleline in Sanatoga Road, North 29 degrees 47 minutes 20 seconds East 545.70 feet to a corner
of Condominium Unit No. 1, as shown on the herein-referred plan; thence leaving the titleline in Sanatoga Road and extending along Condominium Unit No. 1, as shown on the herein-referred plan, and also along the common element, as shown on
the herein-referred plan, South 59 degrees 30 minutes 31 seconds East 925.11 feet to a corner in line of lands of Exelon Generation Company, LLC, referred to as U.P.I. # 18-2-14; thence along the same, South 37 degrees 31 minutes 13 seconds West
1,185.00 feet to a concrete monument (set) in the aforementioned Northerly line of lands, now or late, Pennsylvania Railroad Company - Schuylkill Valley Branch; thence along the same, the two (2) following courses and distances: 1.) North 16
degrees 10 minutes 11 seconds West 251.64 feet to a concrete monument (set), a point of curve, and 2.) along a curve to the left, having a radius of 3,860.00 feet, through a central angle of 11 degrees 06 minutes 22 seconds, and an arc distance of
748.22 feet (Chord: North 21 degrees 43 minutes 22 seconds West 747.05 feet) to the place of BEGINNING.
CONTAINING 16.8684 acres gross or
16.3995 acres net, of land be the same more or less.
BEING UPI Number 18-002-0010.0200.
II. ALL THAT CERTAIN tract of land situate along the Easterly side of Sanatoga Road, in the Township of East Coventry, County of Chester, Commonwealth of
Pennsylvania, bounded and described according to a Condominium Plan for Bittersweet on Schuylkill, prepared by Conver and Smith Engineering, Inc., Royersford, Pennsylvania, dated May 12, 2008, Plan No. C-08-014-CD.
BEGINNING at a corner in the titleline of Sanatoga Road (T-590) (legal right-of-way: 33.00 feet wide; ultimate right-of-way: 60.00 feet wide), a corner
of this and Condominium Unit No. 1, as shown on the herein-referred plan, the said corner being also the three (3) following courses and distances, measured along the titleline in Sanatoga Road, from the Northerly line of lands, now or
late, of Pennsylvania Railroad Company - Schuylkill Valley Branch: 1.) North 29 degrees 47 minutes 20 seconds East 838.06 feet to a corner, 2.) North 37 degrees 56 minutes 28 seconds East 132.50 feet to a corner, and 3.) North 40 degrees 06 minutes
17 seconds East 17.74 feet to the place of BEGINNING:
thence from the place of BEGINNING, along the titleline in Sanatoga Road, the eight
(8) following courses and distances: 1.) North 40 degrees 06 minutes 17 seconds East 98.95 feet to a
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corner, 2.) North 38 degrees 51 minutes 38 seconds East 129.20 feet to a corner, 3.) North 25 degrees 38 minutes 47 seconds East 125.76 feet to a corner, 4.) North 11 degrees 56 minutes 47
seconds East 99.40 feet to a corner, 5.) 08 degrees 29 minutes 43 seconds West 1,240.40 feet to a corner, 6.) North 05 degrees 07 minutes 17 seconds East 81.63 feet to a corner, 7.) North 39 degrees 39 minutes 07 seconds East 60.08 feet to a corner,
and 8.) North 60 degrees 20 minutes 57 seconds East 72.48 feet to a corner on the Mean Water Line of the Schuylkill River; thence along the same, the thirteen (13) following courses and distances: 1.) South 11 degrees 25 minutes 12 seconds East
169.32 feet to a corner, 2.) South 10 degrees 37 minutes 18 seconds East 114.79 feet to a corner, 3.) South 15 degrees 34 minutes 33 seconds East 163.72 feet to a corner, 4.) South 05 degrees 32 minutes 49 seconds East 178.34 feet to a corner, 5.)
South 04 degrees 20 minutes 23 seconds East 167.57 feet to a corner, 6.) South 12 degrees 12 minutes 12 seconds East 373.24 feet to a corner, 7.) South 10 degrees 56 minutes 29 seconds East 199.69 feet to a corner, 8.) South 14 degrees 45 minutes 39
seconds East 136.17 feet to a corner, 9.) South 15 degrees 29 minutes 46 seconds East 211.86 feet to a corner, 10.) South 22 degrees 12 minutes 15 seconds East 92.24 feet to a corner, 11.) South 18 degrees 10 minutes 45 seconds East 241.16 feet to a
corner, 12.) South 26 degrees 56 minutes 03 seconds East 158.82 feet to a corner, and 13.) South 29 degrees 25 minutes 03 seconds East 230.26 feet to a corner of lands of Exelon Generation Company, LLC, referred to as U.P.I. # 18-2-14; thence
leaving the Mean Water Line of the Schuylkill River and extending along the said lands of Exelon Generation Company, LLC, referred to as U.P.I. # 18-2-14, crossing a concrete monument (set), on line, 20.00 feet distant, South 37 degrees 31 minutes
13 seconds West 357.85 feet to a corner of Condominium Unit No. 2, as shown on the herein-referred plan; thence along the same, North 59 degrees 30 minutes 31 seconds West 534.97 feet to a corner of the aforementioned Condominium Unit
No. 1, as shown on the herein-referred plan; thence along the same, the two (2) following courses and distances: 1.) North 15 degrees 26 minutes 02 seconds East 273.85 feet to a corner, and 2.) North 29 degrees 12 minutes 15 seconds West
350.31 feet to the place of BEGINNING.
CONTAINING 16.7049 acres gross or 15.3246 acres net, of land be the same more or less.
BEING UPI Number 18-002-0010.0000.
PARCELS I
and II being the same premises which Foundation for Eldercare, a Pennsylvania nonprofit corporation, and Stephen B. Corson, by Deed in Lieu of Condemnation dated December 19, 2011 and recorded February 24, 2012 in the Chester County
Recorder of Deeds Office in Book 8364 Page 1897, granted and conveyed to PECO Energy Company.
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JENNERSVILLE – PE-10620
ALL THAT CERTAIN strip or parcel of land situate south of Jennersville Road (SR 0796) in Penn Township, Chester County, Pennsylvania, as shown on a plan prepared by Rettew, drawing number 10-03100-001,
dated October 22, 2010, and being more fully bounded and described as follows:
BEGINNING AT A POINT on the east line of a 150’ wide
PECO Energy Company, formerly known as Philadelphia Electric Company, right-of-way line where it intersects the terminus of the south line of Dedication Parcel #2, as shown on record plan # 18063; thence along the south line of Dedicated Parcel # 2
on an arc curving to the right having a radius of 2024.00’, an arc length of 151.25’, the chord of said arc being N 46° 30’ 42” E, a distance of 151.21’ to a point; thence leaving said south line of Dedication Parcel #2
and in and through lands, now or formerly, Chester County School Authority the following (2) courses and distances: 1) S 36° 14’ 00” E a distance of 1414.90’ to a point in the centerline of an unnamed creek; 2) continuing
along the centerline of an unnamed creek several courses and distances for an approximate length of 218’ (+/-) to a point on the east line of a 150’ wide PECO Energy Company right-of-way line; thence leaving said centerline of unnamed
creek and along lands, now or formerly, Chester County School Authority, and along the east line of a 150’ wide PECO Energy Company right-of-way line, N 36° 14’ 00” W a distance of 1524.18’ to THE POINT OF BEGINNING.
CONTAINING: 5.09 (+/-) acres.
BEING part of UPI Number 58-5-10.2.
BEING the
same premises which Chester County School Authority, by Deed in Lieu of Condemnation dated May 18, 2011 and recorded in the Chester County Recorder of Deeds Office on July 1, 2011 in Book 8204 Page 572, granted and conveyed to PECO Energy
Company.
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CALLOWHILL SUBSTATION – PE-10605
ALL THAT CERTAIN tract or piece or parcel of land situate in the City of Philadelphia, Commonwealth of Pennsylvania, according to a Plan of Condemnation for PECO Energy Company by Pickering,
Corts & Summerson, Inc., Consulting Engineers & Land Surveyors, Newtown, PA dated August 23, 2010 as follows to wit;
BEGINNING at point for a corner, said point being the intersection of the easterly line of North 12th Street, 50’ wide, and the southerly line of
Hamilton Street, 31’ wide;
Thence, along the aforementioned southerly line of Hamilton Street, S. 78° 59’ E. a distance of
198.0’ to a point for a corner; Thence, along the northwesterly line of lands of PECO Energy Company, the following two courses and distances;
|
1.)
|
S. 11° 21’ W. a distance of 75.0’ to a point for a corner;
|
|
2.)
|
N. 78° 59’ W. a distance of 198.0’ to a point for a corner;
|
Thence, along the aforementioned easterly line of North 12th Street, N. 11° 21’ E. a distance of 75.0’ to the point and place of beginning.
BEING known as 439-443 North 12th Street.
BEING Tax Account No. 05-6-3306-00.
BEING the same premises taken by Declaration of Taking in the Philadelphia Court of Common Pleas Case No. 004240 August 2010.
37
PELTZ SUBSTATION – PE-9143
ALL THAT CERTAIN vacant lot or piece of ground. Situate in the 30
th
Ward of the City of Philadelphia and described according to a plan of properties made by Evans Sparks, Surveyor and
Regulator of the Second Survey District, dated July 30, 1987, as follows:
BEGINNING at a point of intersection formed by the Easterly
side of Twenty-ninth Street, 50’ wide and the Southerly side of Peltz Street, 50’ wide; thence extending Eastwardly along the Southerly side of said Peltz Street, the distance of 285’1” to a point on the Westerly side of
Twenty-eighth street, 50’ wide, proposed to be stricken from City Plan and vacated and reserved as a right-of-way for public utility purposes; thence extending Southwardly along the Westerly side of said Twenty-eighth Street; being a proposed
deed line crossing Alter Street, 30’ wide, proposed to be stricken from City Plan and vacated, and also crossing Peters Street, 27’ wide, proposed to be stricken from City Plan and vacated, making an interior angle with the said Peltz
Street 90° 02’ 25”, the distance of a 305’ 9” to a point on the Northerly side of Ellsworth Street, 50’ wide; thence extending Westwardly along the Northerly side of said Ellsworth Street, and making an interior angle of
89° 57’ 35”, the distance of 285’ 2 1/2” to the point of intersection with the Easterly side of said Twenty-ninth street; thence extending Northwardly along the Easterly side of said Twenty-ninth Street, crossing Peters
Street and Alter Street and making an interior angle with said Ellsworth Street of 90° 01’ 00”, the distance of 305’ 9” to the point of intersection with the Southerly side of said Peltz Street, making an interior angle of
89° 59’ 00”, being the first mentioned point and place of beginning.
CONTAINING IN AREA: 87184 Sq. Ft. - 2.00147 Acres
BEING known as 2801 Ellsworth Street.
BEING Tax Account No. 772600000.
BEING the same premises which Philadelphia Authority for
Industrial Development, by Deed dated December 22, 2009 and recorded in the Philadelphia Department of Records on January 5, 2010 as Document No. 52163073, granted and conveyed to PECO Energy Company, a Pennsylvania corporation, in
fee.
38
COOPER SUBSTATION – PE-10603
ALL THAT CERTAIN
lot or piece of ground situate in Peach Bottom Township, York County, Pennsylvania, bounded and described as follows:
BEGINNING
at a point, said point being measured the three (3) following courses and distances from a concrete monument on the north side of Lay Road (SR 2104), on the line dividing lands now
or late of the Township of Peach Bottom and lands now or late of Mark P. and Valerie A. Simon (1) S33°25’57”E, a distance of 25 feet, to a point on the title line in the bed of said Lay Road, (2) along the title line of Lay
Road N56°34’03”E, a distance of 363 feet to a point at the intersection of the title line of Lay Road and the physical center line of the cartway of Flintville Road (T-556), (3) leaving the title line of Lay Road, along the
physical center line of the cartway of Flintville Road S23°22’17”E, a distance of 370.40 feet, to the point and place of
BEGINNING
; thence from said point of
BEGINNING
continuing along the said physical center line of the
cartway of Flintville Road S23°22’l7”E, a distance of 150.11 feet, to a point in line of lands of PECO Energy Company; thence along said lands of PECO Energy Company and along lands of Steven and Cheryl Troyer, of which these lands are
a part, S69°48’46”W, a distance of 465.34 feet, to a point; thence leaving lands of PECO Energy Company and passing through said lands of Steven and Cheryl Troyer the two (2) following courses and distances,
(1) N23°22’17”W, a distance of 150.11 feet, to a point, (2) N69°48’46”E, a distance of 465.34 feet, to the point and place of
BEGINNING
.
CONTAINING
69,802 square feet or 1.602 acres of land, more or less.
SUBJECT
to
rights of the public and others to the area of lands described above within the right-of-way of Flintville Road T-556.
BEING
TAX
PARCEL NO. 43-BQ-34D.
BEING
known as 500 Flintville Road, Delta PA 17314.
BEING
the same premises which Steven Troyer and Cheryl Troyer, by Deed dated August 2, 2011 and recorded in the York County Recorder of Deeds Office on September 9, 2011 in Book 2140 Page
7451, granted and conveyed to PECO Energy Company, in fee.
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CONOWINGO - MARYLAND – PE-10619
ALL THOSE CERTAIN strips, parcels and tracts of ground, together with the transmission line improvements thereon erected, situate in the Sixth and Eighth Election Districts, County of Cecil, State of
Maryland as follows:
SIXTH ELECTION DISTRICT
:
1. From Street E. Riley and Elizabeth R., his wife to The Susquehanna Power Company by Deed dated March 2, 1927 and recorded in the Office for Recording of Deeds in and for Cecil County, State of
Maryland, in Liber HWL No. 20, Folio 532. Containing 33.92 acres, more or less SP 1214.
EXCEPTING AND RESERVING THEREOUT AND
THEREFROM
all that certain tract or parcel of ground situate in the Sixth Election District, County of Cecil, State of Maryland, bounded and described in accordance with survey plat No. C12-2-7494 made by Will Whiteman Land Surveying. Inc.,
Property Line Surveyor, 128 East Main Street, Elkton, Maryland, dated March 7, 1988, as follows:
BEGINNING at a capped pin to be set
along the north right-of-way line of Colora Road, at the intersection of the new division line between the herein described lands and remaining lands of The Susquehanna Power Company and extending thence from said point of beginning and binding
along the new division line the two (2) following courses and distances: (1) North 06°44’41” West 356.19 feet to a capped pin to be set and (2) North 46°28’10” East 377.28 feet to pipe found at the
southwesternmost corner of lands now or late of Robert A. Ayers; thence binding on the southernmost outline of property now or late of Robert A. Ayers North 76°39’10” East 346.79 feet to a pipe found at the intersection of the division
line between the herein described lands and lands of N. Shmel, Jr. (N.D.S. 51/278); thence binding along the last mentioned division line the three (3) following courses and distances: (1) South 35°28’00” East 105.38 feet to
a pipe found; (2) South 20°36’36” West 111.87 feet to a pipe found and (3) South 05°51’00” East 436.70 feet to a pipe found on the north right-of-way line of Colora Road; thence binding on the north right-of-way
line of Colora Road the twelve (12) following courses and distances: (1) North 88°28’26” West 28.44 feet to a point; (2) North 88°35’49” West 99.91 feet to a point; (3) North 89°13’10”
West 44.45 feet to a point; (4) South 87°50’28” West 36.62 feet to a point; (5) South 85°46’24” West 43.15 feet to a point; (6) South 81°31’05” West 45.09 feet to a point; (7) South
79°22’49”West 44.33 feet to a point; (8) South 78°52’16” West 48.43 feet to a point; (9) South 78°30’19” West 168.23 feet to a point; (10) South 79°39’22” West 39.27 feet to a
point; (11) South 83°57’15” West 19.30 feet to a point and (12) South 87°21’28” West 24.66 feet to the first mentioned point and place of beginning.
CONTAINING 7.9383 acres, more or less.
BEING the same premises which The Susquehanna Power
Company and The Susquehanna Electric Company by Deed dated April 21, 1988 and recorded April 25, 1988 in the Office for Recording of Deeds to and for Cecil County, State of Maryland in Deed Book NDS 230, Folio 953 granted and conveyed unto
Nicholas M. Shmel, Jr. and Zandra P. Shmel, his wife, in fee. SE 1214
40
ALSO BEING the same premises which the Susquehanna Power Company granted an Agreement of Lease to The
Susquehanna Electric Company dated February 1, 1926 and recorded in the Land Records of Cecil County in Liber HWL No. 18, Folio 114.
2. From James R. Culley and Margiery R. Culley, his wife, to The Susquehanna Power Company by Deed dated April 28, 1927 and recorded in the Office
for Recording of Deeds to and for Cecil County, State of Maryland, in Liber SRA No. 1, Folio 96. CONTAINING 1.54 acres, more or less. SP 1354
And From Margaret Glazier, Widow, by her Attorney in fact, Karl J. Austin to The Susquehanna Power Company by Deed dated November 13, 1926 and recorded in the Office for Recording of Deeds to and for
Cecil County, State of Maryland, in Liber HWL No. 20, Folio 246.
CONTAINING two parcels, one thereof with 23.17 acres, more or less and
the other thereof with 5.79 acres, more or less. SP 1238
EXCEPTING AND RESERVING THEREOUT AND THEREFROM
all those certain three lots
or parcels of land being situate in the Sixth Election District of Cecil County, Maryland. One thereof being designated as Lot “1” and the second thereof being designated as “Add-On Area B”, on plan entitled “Addition of
Land Survey and Minor Subdivision for lands of The Susquehanna Power Company”, dated December 2, 1999 and filed in the Cecil County Office of Planning and Zoning. Said lands being more particularly described as follows to wit:
BEGINNING for the same at a concrete monument found at the Northwest corner of Parcel No. 2 of lands conveyed to The Susquehanna Power Company, as
described in a deed found among the Land Records of Cecil County, Maryland in Liber H.W.L No. 20, at folio 246, said point of beginning also being a corner of Lot No. 3 of the Westwood Subdivision, as laid out on plans recorded in Plat
Book R.R.C. no. 1, at folios 111 and 135; thence binding along Lot 3, in part, Lots 4, 5, and 6 in their entirety, and by Lot 7, in part, South 89°23’00” East - 482.39 feet to a capped pin set, said capped pin being located 157.50 feet
from, as measured perpendicular to, the centerline of the transmission line right-of-way of The Susquehanna Power Company, as shown on Conowingo Project Maps 9/MD and 11/MD (Drawing Nos. M3297 and M3298); thence running by a new line of division
through lands of the Grantor herein, with said line being 157.50 feet distant from and parallel to said centerline of the transmission line right-of-way, South 46°58’00” West- 660-04 feet, crossing over U.S. Route 1, to a PK nail set
in the centerline of Porters Bridge Road (Maryland Route 591B); thence continuing by the same course, South 46°58’00” West- 1,218.11 feet to a capped pin set on the fourth (4th) or South 16°39’ East- 471.0 foot line of a
deed describing other lands of The Susquehanna Power Company, being found among the Land Records of Cecil County, Maryland in Liber S.R.A. No. 1, at folio 96; thence binding reversely along said fourth (4th) line, as now surveyed, North
16°27’53” West - 369.59 feet to a 41” diameter Hickory tree; thence binding reversely along the third (3rd), or North 78°06’ East - 92.0 foot line of said deed describing other lands of The Susquehanna Power Company
(S.R.A. 1/96), as now surveyed, in part, South 78°30’23” West - 49.12 feet to a capped pin set; thence running by the following three (3) new lines of division through lands of the Grantors herein:
41
1) North 05°30’08” West - 316.42 feet to a capped pin set;
2) North 71°42’26” East- 246.21 feet to a capped pin set; and
3) North 00°17’ 04” East - 105.00 feet to a PK nail set in the physical centerline of the aforementioned Porters Bridge
Road (Maryland Route 591B); thence binding along the centerline of Porters Bridge Road (Maryland Route 591B) by the following nine (9) courses and distances:
1) South 89°42’56” East - 46.55 feet to a point;
2) South
88°33’37” East - 93.45 feet to a point;
3) South 89°18’30” East- 99.81 feet to a point;
4) South 89°18’03” East- 97.18 feet to a point;
5) South 89°29’27” East - 98.36 feet to a point;
6) South 89°20’49” East - 95.02 feet to a point;
7) South 89°26’50” East- 99.32 feet to a point;
8) South 89°13’31” East- 95.76 feet to a point; and
South 89°16’26”
East- 113.95 feet to a PK nail set; thence leaving Porters Bridge Road (Maryland Route 591B), and binding, in part, along lands now or formerly of Nelson E. and Patricia Renzo (N.D.S. 347/088 & W.A.S.340/147), and in part along Lot 3, of
the aforementioned Westwood Subdivision (Plat Book R.R.C. No. 1, folios 111 & 135), North 00°37’00” East- 455.59 feet, crossing over U.S. Route 1, to the place of beginning.
CONTAINING 12.761 acres of land, more or less.
AND the third thereof being designated as “Lands of Susquehanna Power Company, S.R.A. 1/96” and “Add-On Area A” on the aforementioned
plan entitled “Addition of Land Survey and Minor Subdivision for lands of The Susquehanna Power Company”, being more particularly described as follows to wit:
BEGINNING for the same at a 41” diameter Hickory Tree, being located at the beginning of the fourth (4th) or South 16°39’ East- 471.00 foot line of a deed of conveyance dated
April 28, 1927 from James R. Culley and Margiery R. Culley, his wife, to The Susquehanna Power Company and recorded among the land records of Cecil County, Maryland in Liber S.R.A. No. 1, at folio 96; thence binding along the same, as now
surveyed, South 16°27’53” East- 369.59 feet to a capped pin set, said capped pin being located 157.50 feet from, as measured perpendicular to the centerline of the transmission line right-of-way of The Susquehanna Power Company, as
shown on Conowingo Project Maps 9/MD and 11/MD (Drawing Nos. M3297 and M3298); thence running by a new line of division through lands of the Grantor, South 46°58’00” West - 200.67 feet to a PK nail set at a point on the second
(2nd) or North 05°54’ West- 507.8 foot line of the aforementioned deed (S.R.A. 1/96); thence binding along the same, as now surveyed, and by lands now or formerly of Rodney S. and Linda J. Clark (N.D.S. 112/467) North
05°30’08” West - 475.77 feet to a point; thence continuing in part by lands now or formerly of Rodney S. and Linda J. Clark, and in part by lands now or formerly of Jesse Paul Martin and Andrea Lynette Martin (N.D.S. 358/492),
North 05°30’08” West - 509.02 feet to a PK nail set in the centerline of Porters Bridge Road (Maryland Route 591B), passing over an iron pipe found at a distance of 479.27 feet; thence binding along the centerline of Porters
Bridge Road (Maryland Route 591B) by the following four (4) courses and distances:
1) North 89°56’32”
East - 40.26 feet to a point;
2) South 89°43’50” East - 96.71 feet to a point;
42
3) South 89°34’36” East - 99.66 feet to a point; and
4) South 89°42’56” East - 55.54 feet to a PK nail set; thence leaving said centerline of Porters Bridge Road (Maryland
Route 591B) and running by the following three (3) new lines of division through lands of the Grantor:
1) South
00°17’04” West - 105.00 feet to a capped pin set;
2) South 71°42’26” West - 246.21 feet to a
capped pin set; and
3) South 05°30’08” East - 316.42 feet to a capped pin set on the third (3rd) or North
78°06’ East - 92.0 foot line of deed of conveyance dated April 28, 1927 from James R. Culley and Margiery R. Culley, his wife, to The Susquehanna Power Company and recorded among the land records of Cecil County, Maryland in Liber
S.R.A. No.1, at folio 96; thence binding along the same, as now surveyed, North 78°30’23” East- 49.12 feet to the place of beginning.
CONTAINING 2.523 acres of land, more or less.
BEING the same premises which The Susquehanna
Power Company by Deed dated December 15, 1999 granted and conveyed unto Timothy M. Bigley and Shawn R. Bigley, in fee.
3. From Stevenson
A. Williams, Trustee to The Susquehanna Power Company by Deed dated July 9, 1928 and recorded in the Office for Recording of Deeds to and for Cecil County, State of Maryland, in Libor SRA No. 5, Folio 63.
CONTAINING 10.19 acres, more or less. SP 1421.
APN NUMBERS 06-024696, 06-024718, 06-024688 and 06-024726.
BEING the same premises which Exelon Generation Company, LLC, a Pennsylvania limited liability company, by Deed dated January 29, 2010 and recorded in the Clerk’s Office of Cecil County on
February 1, 2010 in Book 2792 Page 024, granted and conveyed to PECO Energy Company.
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Prepared by:
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Ronald Zack
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Assistant General Counsel
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PECO Energy Company
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2301 Market Street
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Philadelphia, PA 19103
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(215) 841-4419
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Return to:
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Ronald Zack
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Assistant General Counsel
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PECO Energy Company
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2301 Market Street
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Philadelphia, PA 19103
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(215) 841-4419
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Counterpart of 30
PECO ENERGY COMPANY
TO
U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
ONE HUNDRED AND EIGHTH SUPPLEMENTAL
INDENTURE DATED AS OF
SEPTEMBER 1, 2012
TO
FIRST AND
REFUNDING MORTGAGE
OF
THE COUNTIES GAS AND ELECTRIC
COMPANY
TO
FIDELITY
TRUST COMPANY, TRUSTEE
DATED MAY 1, 1923
2.375% SERIES DUE 2022
