SCHEDULE
to the
Master Agreement
(Local Currency - Single Jurisdiction)
dated as of March 18, 1999
Between
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mitsui Marine Derivative Products, L.P., a partnership organized
under the laws of the State of Delaware located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Party X"), and PECO Energy Transition Trust, a business trust
existing under the laws of the State of Delaware ("Party Y").
Part 1
Termination Provisions
In this Agreement:
(a) "Specified Entity" means in relation to Party X for the
purpose of:
Section 5(a)(v), Inapplicable
Section 5(a)(vi), Inapplicable
Section 5(a)(vii), The ▇▇▇▇▇▇▇ Sachs Group, L.P.
Section 5(b)(ii), Inapplicable
in relation to Party Y for the purpose of:
Section 5(a)(v), Inapplicable
Section 5(a)(vi), Inapplicable
Section 5(a)(vii), Inapplicable
Section 5(b)(ii), Inapplicable
(b) "Specified Transaction" will have the meaning specified in Section 12
of this Agreement.
(c) The "Failure to Pay or Deliver" provisions of Section 5(a)(i) will
apply to Party X and Party Y; provided, however, that (i) failure by
the party to make, when due, any payment under this Agreement or
delivery under Section 2(a)(i) or 2(d) required to be made by it will
constitute an Event of Default if such failure is not remedied on or
before the fifth Local Business Day after the occurrence of such
failure (the "Grace Period") and (ii) notwithstanding the aforesaid
Grace Period, the "Payment Date" specified in a Confirmation of a
Transaction on
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which Party X fails to make a payment is the due date for payment by
Party X's Credit Support Provider to Party Y under Party X's Credit
Support Document. Upon the occurrence of an Event of Default under
Section 5(a)(i) with Party X as the Defaulting Party, Party Y shall
appoint a Swap Agent meeting the qualifications therefor set forth in
Section 7 (c)(ii) of this Agreement (as amended by Part 4(e) of this
Schedule) who shall have 30 days to locate a Replacement Counterparty
and Party Y may assign Party X's rights and obligations under this
Agreement to such Replacement Counterparty, all in accordance with the
procedures set forth in Section 7(c)(iii) of this Agreement (as
amended by Part 4(e) of this Schedule). If, upon the conclusion of
such 30 day period, Party X's rights and obligations under this
Agreement have not been assigned to such Replacement Counterparty,
Party Y may declare an Early Termination Date which shall be as of the
end of such 30 day period. The provisions of Sections 7(c)(iv) and
7(c)(v) of this Agreement (each as amended by Part 4(e) of this
Schedule) shall apply to any assignment of or efforts to assign Party
X's rights and obligations pursuant to this clause (c).
(d) The "Breach of Agreement" provisions of Section 5(a) (ii) will be
inapplicable to Party Y.
(e) The "Credit Support Default" provisions of Section 5(a)(iii) will be
inapplicable to Party Y.
(f) The "Misrepresentation" provisions of Section 5(a) (iv) will be
inapplicable to Party Y.
(g) The "Default Under Specified Transaction" provisions of Section 5(a)(v)
will be inapplicable to either Party X or Party Y.
(h) The "Cross Default" provisions of Section 5(a) (vi) will be
inapplicable to either Party X or Party Y.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(ii) will be
inapplicable to either Party X or Party Y.
(j) Each of the following shall constitute Additional Termination Events:
(i) the Series 1999-A Class A-3 Transition Bonds being called for an
optional redemption, (ii) the principal and interest on the Series
1999-A Class A-3 Transition Bonds being declared immediately due and
payable pursuant to the Indenture and (iii) the events specified in
Section 7(c) of this Agreement (as amended by Part 4(e) of this
Schedule) as Additional Termination Events regardless of whether Party
X's
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rights and obligations under this Agreement are assigned to a
Replacement Counterparty. In the case of the Additional Termination
Event specified in clause (i) of this paragraph, this Agreement shall
automatically early terminate effective on the Redemption Date for the
Series 1999-A Class A-3 Transition Bonds without any action by Party X
or Party Y and there shall be no early termination payment arising
from such Additional Termination Event. In the case of the Additional
Termination Event specified in clause (ii) of this paragraph, Party Y
shall be the Affected Party and either Party X or Party Y may elect to
declare an Early Termination Date, in which case such Early
Termination Date shall be the date upon which principal and interest
thereon was declared immediately due and payable. In the case of the
Additional Termination Event specified in clause (iii) of this
paragraph the Affected Party shall be Party X and only Party Y may
elect to declare an Early Termination Date, in which case such Early
Termination Date shall be the date declared as provided in Section
7(c) of this Agreement.
(k) The "Automatic Early Termination" provisions of Section 6(a) will not
apply to Party X or Party Y.
(l) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement the Second Method and Market Quotation will apply provided,
however, that no payment shall be owed by either Party X or Party Y if
the event giving rise to the termination is an optional redemption of
the Series 1999-A Class A-3 Transition Bonds. In no event shall Party
Y be obligated to pay any amount determined in accordance with Section
6(e) (i) (3) unless and until the Transition Bonds have been fully
paid and discharged in accordance with their terms under the Indenture.
Party X agrees that any claims of Party X under this Agreement are
subordinated to the claims of the Transition Bondholders against Party
Y. Party Y covenants and agrees that under no circumstances will any
amounts be distributed to the beneficiary of Party Y as a dividend,
distribution or return of capital until such time as all amounts owed
to Party X have been fully and finally paid. Party Y further agrees to
reimburse Party X for payments made by Party X to Party Y in respect
of termination of this Agreement to the extent that amounts in
compensation for the termination of this Agreement are received by
Party Y from any person other than Party X.
Part 2
Documents to be Delivered
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For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
Each party agrees to complete, accurately and in a manner reasonably
satisfactory to the other party, and to execute, arrange for any
required certification of, and deliver to the other party(or to such
government or taxing authority as the other party reasonably directs),
any form or document (including, but not limited to, United States
Internal Revenue Service Forms 1001, 4224, and W-9) that may be
required or reasonably requested in order to allow the other party to
make a payment under this Agreement without any deduction or
withholding for or on account of any Tax or with such deduction or
withholding at reduced rate, promptly upon the earlier of (i)
reasonable demand by the other party and (ii) learning that the form or
document is required.
(b) Other documents to be delivered are:
(i) At the execution of this Agreement, each party shall deliver
to the other party, certified evidence of the authority,
incumbency and specimen signature of each authorized person
executing any document on its behalf and on behalf of its
Credit Support Provider, if any, in connection with this
Agreement. Such evidence is covered by the Section 3(d)
representation.
(ii) Party X upon request shall promptly deliver to the other
party, a copy of its most recent annual balance sheets
prepared in accordance with accounting principles that are
generally accepted for institutions of its type in the
jurisdiction of its organization consistently applied and
reviewed by independent public accountants, including the
same for its Credit Support Provider, if any. Such documents
are covered by the Section 3(d) representation.
(iii) Each party shall promptly deliver to the other party an
opinion of counsel, including, if applicable, an opinion in
respect of any Credit Support Document, substantially in the
form of Annex A. Party Y shall further deliver to Party X
letters from counsel to Party Y to the collective effect
that Party X may rely on the opinions of such counsel
regarding authorization, execution, delivery and
enforceability of the Sale Agreement, the Servicing
Agreement and the Indenture as if such opinions were
addressed to Party
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X. Documents delivered pursuant to this clause (iii) are not
covered by the Section 3(d) representation.
(iv) Each party upon request shall promptly deliver to the other
party such other public information respecting its and, if
applicable, its Credit Support Provider's, condition or
operations, financial or otherwise, as may reasonably be
requested from time to time. Such documents are covered by
the Section 3(d) representation.
(vi) At execution of this Agreement, Party X shall deliver to
Party Y the Guarantee of its Credit Support Provider. Such
Guarantee is not covered by the Section 3(d)
representation.
Part 3
Miscellaneous
(a) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York without reference to
choice of laws doctrine, except that (i) the capacity, power or
authority of Party Y to enter into this Agreement and any issue
relating to the interpretation of Party Y's resolution authorizing
this Agreement will be governed by and construed in accordance with
the laws of the State of Delaware and (ii) any issue relating to the
interpretation of the Indenture applicable to Party Y will be governed
and construed in accordance with the laws of the Commonwealth of
Pennsylvania. Section 11(b)(i) of this Agreement is deleted and in
substitution is amended by adding thereto the following: "(ii)
regardless of the law which applies to this Agreement, with respect to
any Proceedings, each party irrevocably submits to the non-exclusive
jurisdiction of the courts of the States of Delaware and New York and
the United States District Courts for the District of Delaware and the
Southern District of New York; and".
(b) "Affiliate" will have the meaning specified in Section 12, but as to
Party Y will not include PECO Energy Company or affiliates thereof.
(c) Addresses for Notices. For the purpose of Section 10:
Address for notices or communications to Party X:
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Attention: Legal Department
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: 212-902-1000
Address for Notices or communications to Party Y:
Address: c/o First Union Trust Company National
Association
One ▇▇▇▇▇▇ Square
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
(d) Credit Support Document. Details of any Credit Support Document: Party
X - Guarantee of The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, L.P., dated as of March 18,
1999, substantially in the form of Annex B Party Y - None.
(e) Credit Support Provider. Party X - The ▇▇▇▇▇▇▇ Sachs Group, L.P. Party
Y - None; it being understood that in no event shall the Bond Trustee
be deemed to be a Credit Support Provider.
(f) Calculation Agent. The Calculation Agent is Party X, unless specified
otherwise in a Confirmation in relation to the relevant Transaction;
provided, however, that, if Party Y objects to any calculation, Party
X and Party Y will negotiate in good faith to agree on an independent
swaps dealer of the highest credit standing to make such calculation,
which will be binding on Party X and Party Y absent manifest error.
The costs of such dealer will be borne equally by Party X and Party Y.
If Party X is a Defaulting Party, the Calculation Agent will be Party
Y. Party X agrees that on or prior to each Interest Determination Date
it will notify the Servicer of LIBOR as determined by Party X.
Part 4
Other Provisions
(a) ISDA Definitions. The 1991 ISDA Definitions (the "1991 Definitions") as
published by the International Swaps and Derivatives Association, Inc.,
shall be deemed a part of this Agreement as if fully set forth herein.
The 1991 Definitions
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and the provisions of Section 12 of this Agreement shall be deemed a
part of each Confirmation as if set forth in full therein.
(b) Interpretation. In the event of any inconsistency between the
provisions of the Schedule and the Definitions, this Schedule will
prevail. In the event of any inconsistency between the provisions of
this Schedule and the printed Agreement of which it forms a part, this
Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Schedule, such Confirmation
will prevail for the purpose of the relevant Transaction.
(c) Expenses. Section 9 of this Agreement, bearing the heading "Expenses,"
is amended as follows: (1) on the first line strike the first word "A"
and insert before the words "Defaulting Party" the words: "Party X, if
it is the"; (2) on the first line strike the words "the other party"
and insert therein the words "Party Y"; (3) on the second line strike
the words "such other party" and insert therein the words "Party Y";
(4) on the fifth line, after the words "costs of collection" and
before the ".", insert the words ", and all fees, costs and expenses
paid or payable by Party Y to Reference market- makers to the extent
necessary to determine or obtain Market Quotations."; and (5) at the
end of the paragraph insert: "If Party Y is a Defaulting Party by
reason of an early termination of any Transaction, Party X will not
except as provided in Section 6 of this Agreement (as amended by Part
1(l) of this Schedule) request indemnification from Party Y and Party
Y will not indemnify Party X for any resulting expenses, including any
actual or consequential losses or damages incurred by Party X or its
Credit Support Provider."
(d) Consent to Recording. Each party consents to the recording of the
telephone conversations of relevant personnel of the parties and their
Affiliates in connection with this Agreement or any potential
Transaction.
(e) Transfer. The Transfer provision of Section 7 is amended by: (A)
deleting at the end of subparagraph (b) the period and replacing it
with "; and" and (B) adding the following new subparagraph (c):
"(c) in the event of a Downgrade Event (as defined below), an
assignment of Party X's rights and obligations under this Agreement may
be required as follows:
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(i) For the purpose of this Agreement, "Downgrade Event" means either
(A) a failure of Party X's Credit Support Provider to maintain ratings
by both of the Required Rating Agencies at least equal to the Required
Rating therefor or (B) the failure of Party X to maintain in effect any
arrangements established pursuant to subparagraph (c)(ii) below unless
the Rating Agency Condition is satisfied in connection therewith.
"Qualified Replacement Counterparty" means a Replacement Counterparty
that (X) satisfies the Required Rating for each of the Required Rating
Agencies or (Y) enters into such other arrangement as will result in
the Series 1999- A Class A-3 Transition Bonds receiving a rating not
less than would be received if such Replacement Counterparty satisfied
the Required Rating for each of the Required Rating Agencies. "Rating
Agency" means any rating agency rating the Series 1999-A Class A-3
Transition Bonds at the time of issuance thereof at the request of
Party Y. If no such organization or successor is any longer in
existence, "Rating Agency" shall be a nationally recognized statistical
rating organization or other comparable person designated by Party Y.
"Rating Agency Condition" means, with respect to any action, the
notification in writing by each Rating Agency to, among others, Party
Y, that such action will not result in a reduction or withdrawal of the
then current rating by such Rating Agency of the Series 1999-A Class
A-3 Transition Bonds. "Replacement Counterparty" means a replacement
for Party X selected as provided in this Clause (c). "Required Rating"
means Aa3 in the case of ▇▇▇▇▇'▇ Investors Service, Inc. ("Moody's")
and either AA or A-l+ in the case of Standard & Poor's Ratings Group
("Standard & Poor's") "Required Rating Agencies" means both Moody's and
Standard & Poor's.
(ii) In the event of a Downgrade Event, Party X must either (A) assign
its rights and obligations under this Agreement to a Qualified
Replacement Counterparty or (B) establish such other arrangement as
will satisfy the Rating Agency Condition, which may include providing a
guaranty of its obligations hereunder or collateralizing any net
present value of its obligations hereunder.
(iii) If, within 30 days of a Downgrade Event, Party X has not
successfully made the assignment or established the arrangement
specified in subparagraph (c) (ii) above, then Party Y shall appoint a
recognized swap dealer which is a member of the International Swaps
and Derivatives Association, Inc. with capital and surplus of at least
$50 million (the "Swap Agent") to independently solicit a Replacement
Counterparty, who shall not be the Swap Agent or an Affiliate
9
thereof, for a period not exceeding 30 days. During such 30 day
period, the Swap Agent shall seek to find a Qualified Replacement
Counterparty, or if a Qualified Replacement Counterparty cannot be
found, the Swap Agent will identify the highest rated Replacement
Counterparty available that in any event is rated above Party X by at
least one of the Required Rating Agencies. In either case, during such
30 day period the Swap Agent shall be limited to obtaining a Qualified
Replacement Counterparty or Replacement Counterparty who is willing to
intermediate the credit risk of Party X to Party Y by entering into a
transaction with Party X under terms substantially the same as this
Agreement to hedge or offset the risk that such Qualified Replacement
Counterparty or Replacement Counterparty has to Party Y under this
Agreement. If the Swap Agent is successful in identifying a
Replacement Counterparty, Party Y may execute an agreement
(substantially in the form of this Agreement) with the Replacement
Counterparty and this Agreement and Party X's rights and obligations
shall be deemed to have been assigned to such Replacement Counterparty
effective as of the Payment Date immediately succeeding such
execution, without any further action by Party X. Party X shall be
deemed to have consented to such assignment and to have entered into
another transaction with the Replacement Counterparty on substantially
the same terms as this Agreement but with the Replacement Counterparty
as Party Y thereunder. Upon such assignment, Party X shall be released
from all further obligations and liabilities arising under this
Agreement after the effective date of such assignment except that
Party X shall be liable for any amount paid to the Replacement
Counterparty for assuming Party X's rights and obligations under this
Agreement and shall receive any amounts paid by such Replacement
Counterparty to assume such rights and obligations and Party X's
obligations regarding the costs of soliciting a Replacement
Counterparty pursuant to subparagraph (c)(iv) and for fees and
expenses pursuant to subparagraph (v) below until an assignment to a
Qualified Replacement Counterparty is successfully completed shall
survive. If, upon the conclusion of such 30 day period, a Qualified
Replacement Counterparty has not assumed Party X's rights and
obligations under this Agreement, an Additional Termination Event will
occur with Party X as the Affected Party and Party Y, in its sole
discretion, may determine whether or not to (i) replace Party X with a
prospective Replacement Counterparty, if any, and/or (ii) declare an
Early Termination Date, which shall be as of the end of such 30 day
period.
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(iv) If a Downgrade Event shall have occurred and Party X's rights and
obligations under this Agreement have not been assigned to a Qualified
Replacement Counterparty pursuant to subparagraphs (c)(ii) or (iii)
above and Party X has not established and maintained in effect the
other arrangements specified in subparagraph (c)(ii) above, Party Y
shall appoint a Swap Agent to independently solicit a Replacement
Counterparty more satisfactory to each of the Rating Agencies in
accordance with the procedure set forth in subparagraph (c) (iii)
above, provided, however, that such Replacement Counterparty shall not
be required to enter into a transaction with Party X to intermediate,
hedge or offset risk. Such search shall be renewed every 6 months
thereafter until an assignment to a Qualified Replacement Counterparty
has been successfully completed. The costs of such solicitation shall
be paid by the original Party X in accordance with the next
subparagraph (c)(v). At the conclusion of each such 6 month period in
which an assignment to a Qualified Replacement Counterparty has not
been successfully completed, an Additional Termination Event will
occur with Party X as the Affected Party and Party Y, in its sole
discretion, may determine whether or not to (i) replace the then
current Party X with a prospective Replacement Counterparty, if any,
and/or (ii) declare an Early Termination Date, which shall be as of
the end of such 6 month period. The original Party X shall not be
liable for any termination payments in connection with any termination
occurring after it has been replaced by a Replacement Counterparty or
a Qualified Replacement Counterparty.
(v) In all circumstances, Party X shall be responsible for the payment
of the Swap Agent's reasonable fees and all other reasonable fees and
expenses of Party Y as a result of any assignment or proposed
assignment hereunder, and shall promptly make such payments."
(f) Waiver of Jury Trial. Each party irrevocably waives any and all rights
to trial by jury in any legal proceeding instituted in connection with
this Agreement or any Transaction to the fullest extent permitted by
law. As to any matter for which a jury trial cannot be waived, each
party agrees not to assert any such matter as a cross claim or
counterclaim in, nor move to consolidate the same with, any legal
proceeding in which a jury trial is waived.
(g) Parties to Rely on Their Own Expertise. Each party shall enter into
each Transaction governed by this Agreement in reliance only upon its
own judgment. Neither party holds
11
itself out as advising, or any of its employees or agents as having
the authority to advise, the other party as to whether or not it
should enter into any such Transaction or as to any subsequent actions
relating thereto or on any other commercial matters concerned with any
Transaction governed by this Agreement, and neither party shall have
any responsibility or liability whatsoever in respect of any advice of
this nature given, or views expressed, by it or any of such persons to
the other party, whether or not such advice is given or such views are
expressed at the request of the other party.
(h) Immunity of Members of Party Y. No representation or agreement
contained in this Agreement shall be deemed to be the covenant or
agreement of any trustee, officer, attorney, agent or employee of
Party Y or any Credit Support Provider thereof in an individual
capacity. No recourse shall be had for any payment under this
Agreement or any claim based hereon against any trustee, officer,
agent, attorney or employee of Party Y or any Credit Support Provider
thereof past, present or future, or its successors or assigns, as
such, either directly or through Party Y or any Credit Support
Provider thereof, or any such successor corporation, whether by virtue
of any constitutional provision, statutes or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all of such
liability of such trustee, officers, agents, attorneys or employees
being hereby released as a condition of and as a consideration for the
execution and delivery of this Agreement.
(i) Facsimile and Telex Confirmation. The parties agree that they may from
time to time confirm the terms and conditions of any Transaction
entered into between them pursuant to the terms of this Agreement by
means of a telex or facsimile transmission from one party to another
followed by a telex or facsimile transmission confirming the terms of
the Transaction and any such exchange of telexes or facsimile
transmissions shall constitute a Confirmation for all purposes
hereunder.
(j) Counterparts. The Agreement and this Schedule may be executed in
several counterparts, each of which shall be an original and all of
which shall together constitute one instrument.
(k) No Bankruptcy Petition. Prior to the date that is one year and one day
after the date upon which all amounts payable in respect of Transition
Bonds issued by PECO Energy Transition Trust (the "Transition Bonds")
have been paid in accordance with the terms thereof, Party X shall not
institute against, or join any other person in instituting against,
Party Y, any
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bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state
bankruptcy or similar law (including proceedings seeking to
consolidate the assets of Party Y and PECO Energy Company), provided
that Party X may assert its own claims against Party Y once any such
proceedings have been instituted by another person.
(l) Accuracy of Specified Information. Section 3(d) is hereby amended by
adding in the third line thereof after the word "respect" and before
the period the words "or, in the case of audited or unaudited
financial statements or balance sheets, a fair presentation of the
financial condition of the relevant person (but unaudited financial
statements or balance sheets shall be subject to year end
adjustments)".
(m) Additional Representations. Section 3 is hereby amended by adding the
following additional Subsections:
(g) No Agency. It is entering into this Agreement and each
Transaction as principal (and not as agent or in any other capacity,
fiduciary or otherwise).
(h) Line of Business. It has entered into this Agreement
(including each Transaction evidenced hereby) in conjunction with the
line of business (including financial intermediation services) or the
financing of its business.
(i) Eligible Swap Participant. It is an Eligible Swap Participant
as defined in 17 C.F.R. ss. 35.1(b)(2)(vi).
(n) Illegality. The definition of "Illegality" in Section 5(b) (i) is hereby
amended by adding in the first and third lines thereof after the word
"applicable" and before the word "law" the words "United States federal or
state". It is agreed that the parties will not treat any event as an
"Illegality" without the prior receipt of a written opinion from an independent
law firm experienced in swap agreements, selected by the parties, that an
"Illegality" exists. No termination payments shall be owed by either Party X or
Party Y as a result of any illegality.
(o) No Recourse. Party Y's Transition Bonds, and all Series and Classes thereof
represent a beneficial interest in the property of Party Y only and do not
represent an interest in or obligation of either Party X or the holders of the
Transition Bonds, and no recourse may be (i) had by the holders of the
Transition Bonds against Party X or its assets with respect to the Transition
Bonds and/or this Agreement or (ii) had by Party X against the holders of
13
the Transition Bonds for any reason. Without limitation of Party X's rights
under Section 5(a)(i) of this Agreement, Party Y's obligations to Party X under
this Agreement and each Confirmation are payable only if all amounts first
required to be paid to Party Y's Transition Bondholders have been paid in
accordance with the terms of the Indenture.
(p) Equitable Relief. Party X shall not request that any court issue attachment
remedies against Party Y with respect to any lawsuit, dispute or claim under
this Agreement.
(q) Regarding Party X. Party Y acknowledges and agrees that Party X had no
involvement in and, accordingly, accepts no responsibility for: (i) the
establishment, structure, or choice of assets of Party Y or any series; (ii) the
selection of any person performing services for or acting on behalf of Party Y;
(iii) the selection of Party X as a swap provider; (iv) the terms of the
Transition Bonds; (v) the preparation of or passing on the disclosure and other
information contained in any offering circular, prospectus, series supplement,
trust deed, or any other agreements or documents used by Party Y or any other
party in connection with the marketing and sale of the Transition Bonds, except
with respect to written information furnished to Party Y by Party X which
describes Party X for use in Party Y's required disclosure documents; (vi) the
ongoing operations and administration of Party Y, including the furnishing of
any information to Party Y which is not specifically required under this
Agreement; or (vii) any other aspect of Party Y's existence except for those
matters specifically identified in this Agreement.
(r) Certain Definitions. Section 1 (a) of this Agreement is hereby amended by
adding the following sentence: "All capitalized terms used in this Schedule and
not defined herein shall have the meanings as set forth in that certain
Indenture dated March 1, 1999 between Party Y and The Bank of New York (the
"Indenture").
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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the date hereof.
▇▇▇▇▇▇▇ ▇▇▇▇▇ PECO ENERGY TRANSITION TRUST
MITSUI MARINE
DERIVATIVE PRODUCTS, L.P.
By:/s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------- By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: C ▇▇▇▇▇▇▇ ▇▇▇▇ ------------------------------
Title: (solely in its capacity
as Issuer Trustee and not
as a principal to this
Agreement)
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: