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| EXC > SEC Filings for EXC > Form 8-K on 21-Oct-2008 | All Recent SEC Filings |
21-Oct-2008
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Ex
On October 16, 2008, Exelon Corporation (Exelon), Exelon Generation Company, LLC (Generation), Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO)(collectively, the Registrants) executed amendments to each of their respective revolving credit facilities (the Amendments), as described below. The Registrants have entered into these amendments in conjunction with the termination of Lehman Brothers Bank's participation in their respective revolving credit facilities in September 2008.
The Amendments permit the applicable borrower, at its option, provided that certain conditions are satisfied, to terminate the commitment of a lender that, under its revolving credit facility, (a) has not made available its ratable portion of a requested borrowing or provided reimbursement for its pro rata share of funding under a letter of credit issued pursuant to the applicable revolving credit facility; (b) has notified the borrower or the administrative agent that it does not intend to comply with its obligations under the applicable credit facility; (c) has been downgraded to a non-investment grade rating from Moody's Investors Service, Inc., Standard & Poor's Ratings Services or another nationally-recognized rating agency or (d) is, or is a subsidiary of a person that is, the subject of a bankruptcy, insolvency or similar proceeding. The Amendments also allow the borrower to replace a defaulting lender or a lender that has been downgraded or that is, or is a subsidiary of a person that is, the subject of a bankruptcy, insolvency or similar proceeding, and if the lender is not replaced, the aggregate commitment under the applicable revolving credit facility will be reduced.
The description of the Amendments set forth above is not complete and is qualified in its entirety by reference to the credit facilities, copies of which are attached as exhibits 99.1, 99.2, 99.3 and 99.4, respectively, which are incorporated herein by reference.
The disclosure set forth in Item 8.01 below is incorporated by reference in this Item 1.01.
Following the bankruptcy of Lehman Brothers Holdings Inc., Exelon, Generation, ComEd, and PECO were each notified by Lehman Brothers Bank that it would not fund its commitments under their respective revolving credit facilities. Pursuant to the Amendments, the commitment of Lehman Brothers Bank under each borrower's revolving credit facility has been terminated by the borrowers effective September 30, 2008. Prior to termination, Lehman Brothers Bank's total commitment within these credit facilities was $283 million, of which Exelon, Generation, ComEd, and PECO had $43 million, $166 million, $48 million, and $26 million, respectively.
(d) Exhibits.
Exhibit No. Description
99.1 Amendment No. 1 to $1,000,000,000 Credit Agreement dated as of
October 26, 2006 among Exelon Corporation, as Borrower, Various
Financial Institutions, as Lenders, and JPMorgan Chase Bank,
N.A., as Administrative Agent
99.2 Amendment No. 1 to $5,000,000,000 Credit Agreement dated as of
October 26, 2006 among Exelon Generation Company, as Borrower,
Various Financial Institutions, as Lenders, and JPMorgan Chase
Bank, N.A., as Administrative Agent
99.3 Amendment No.2 to $1,000,000,000 Credit Agreement dated as of
October 3, 2007 among Commonwealth Edison Company, as Borrower,
Various Financial Institutions, as Lenders, and JPMorgan Chase
Bank, N.A., as Administrative Agent
99.4 Amendment No. 1 to $600,000,000 Credit Agreement dated as of
October 26, 2006 among PECO Energy Company, as Borrower, Various
Financial Institutions, as Lenders, and JPMorgan Chase Bank,
N.A., as Administrative Agent
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This Current Report includes forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, that are subject to risks
and uncertainties. The factors that could cause actual results to differ
materially from these forward-looking statements include those discussed herein
as well as those discussed in (1) Exelon's 2007 Annual Report on Form 10-K in
(a) ITEM 1A. Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and (c) ITEM 8. Financial
Statements and Supplementary Data: Note 19; (2) Exelon's Second Quarter 2008
Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk
Factors and (b) Part I, Financial Information, ITEM 1. Financial Statements:
Note 12; and (3) other factors discussed in filings with the SEC by the
Registrants. Readers are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this Current
Report. None of the Registrants undertakes any obligation to publicly release
any revision to its forward-looking statements to reflect events or
circumstances after the date of this Current Report.
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