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E XHIBIT
10.1
FIRST AMENDMENT
TO
LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “
Amendment ”), dated as of June 27, 2008, is among
COMMONWEALTH EDISON COMPANY, a corporation organized and existing
under the laws of the State of Illinois (the “
Company ”), the financial institutions
signatory hereto, and BARCLAYS BANK PLC, NEW YORK BRANCH, as
administrative agent (the “ Administrative
Agent ”).
RECITALS
A. The Company, the
Administrative Agent and the Banks are party to that certain Letter
of Credit and Reimbursement Agreement dated as of May 9, 2008
(as amended, restated or otherwise modified from time to time, the
“ Reimbursement Agreement ”). Unless otherwise
specified herein, capitalized terms used in this Amendment shall
have the meanings ascribed to them by the Reimbursement
Agreement.
B. The Company, the
Administrative Agent and the undersigned Banks wish to amend the
Reimbursement Agreement on the terms and conditions set forth
below.
NOW, THEREFORE, in
consideration of the mutual execution hereof and other good and
valuable consideration, the parties hereto agree as
follows:
1. Amendments . Upon
the Effective Date (as defined below), the Reimbursement Agreement
shall be amended as follows:
(a) The second and third
paragraphs of the “Preliminary Statements” of the
Reimbursement Agreement are hereby amended by restating them in
their entirety as follows:
The Issuer and the Company
desire to refinance one or more (or portions thereof) of the
Existing Bonds through the issuance by the Issuer of one or more
new series of Pollution Control Revenue Refunding Bonds
(Commonwealth Edison Company) as more particularly described in the
definition of “ Bonds ”
herein.
The Company also desires that
the L/C Issuers provide a Letter of Credit pursuant to this
Agreement to replace a certain letter of credit issued by JPMorgan
Chase Bank, N.A. under the Credit Agreement in connection with the
series of Bonds referred to as the “$91,000,000 Pollution
Control Revenue Refunding Bonds (Commonwealth Edison Company
Project) Series 2008F” (the “ Replacement Letter
of Credit ”).
In order to enhance the Bonds
by providing a source of payment when due of the principal of and
interest on and the purchase price of the Bonds, the L/C Issuers
will provide the Letters of Credit (including, the Replacement
Letter of Credit) pursuant to this Agreement to facilitate such
payments.
(b) Section 1.01
of the Reimbursement Agreement is hereby amended by restating the
definition of “Bonds” contained therein as
follows:
“ Bonds
” means, collectively, the $50,000,000 Pollution Control
Revenue Refunding Bonds (Commonwealth Edison Company Project)
Series 2008D, the
$49,830,000 Pollution Control
Revenue Refunding Bonds (Commonwealth Edison Company Project)
Series 2008E and the $91,000,000 Pollution Control Revenue
Refunding Bonds (Commonwealth Edison Company Project) Series 2008F;
provided that the initial principal balance of any series of Bonds
may be less than the amount stated above.
2. Representations and
Warranties of the Company . The Company represents and warrants
that:
(a) The execution, delivery
and performance by the Company of this Amendment are within the
Company’s power
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