Common use of Introductory Clause in Contracts

Introductory. ComEd Financing III (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")Westport Resources Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois Nevada corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests several initial purchasers named in the assets of the Trust Schedule A hereto (the "Capital SecuritiesPURCHASERS"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus ) U.S. $275,000,000 principal amount of its 8 1/4% Senior Subordinated Notes due 2011 (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities GuaranteeOFFERED SECURITIES") to be issued under an indenture, dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee November 5, 2001 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATIONINDENTURE"), among the Company, as sponsor, __________ and __________, as administrative trustees the subsidiary guarantors named therein (the "ADMINISTRATIVE TRUSTEESSUBSIDIARY GUARANTORS"), Wilmington Trust Company) and The Bank of New York, as property trustee Trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Offered Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time guaranteed (the "DTC AgreementSUBSIDIARY GUARANTIES"), among ) by the Trust, the Property Trustee and DTCSubsidiary Guarantors. The Capital SecuritiesUnited States Securities Act of 1933, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively as amended, is herein referred to as the "PURCHASED SECURITIESSECURITIES ACT." The Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Subsidiary Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances and upon the terms and subject to the conditions set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 8 1/4% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the DeclarationInitial Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Subsidiary Guarantees thereof and, if applicable, (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the DTC "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and this Agreement to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS.SECURITIES". The Company and the Subsidiary Guarantors hereby agree with the several Purchasers as follows:

Introductory. ComEd Financing III (This Amended and Restated Purchase Agreement amends and restates in its entirety the "TRUST")Purchase Agreement dated May 22, 2002 between Sybron Dental Specialties, Inc. and the several initial purchasers named therein. Sybron Dental Specialties, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust several initial purchasers named on Schedule A hereto (the "Capital SecuritiesPurchasers") $150,000,000 principal amount of its 8.125% Senior Subordinated Notes Due 2012 ("OFFERED SECURITIES"). The Capital Offered Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") are to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to under an indenture, dated as of September 1, 1995 indenture (the "INDENTURE"), between the Company Company, the Subsidiary Guarantors (as defined below) and Wilmington Trust Company, or such other trustee acceptable to the Company and the Initial Purchasers, as trustee Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "DEBENTURE TRUSTEESECURITIES ACT"). The Capital Offered Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company guaranteed (the "DTCSUBSIDIARY GUARANTEE") pursuant to by each of the entities listed on Schedule B hereto (each a letter agreement"SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS"). The Company and the Subsidiary Guarantors hereby agree with the several Purchasers as follows: Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated as of the Closing Time Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Subsidiary Guarantors will agree to file with the Securities and Exchange Commission (the "DTC AgreementCOMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 8.125% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), among to be offered in exchange for the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Offered Securities Guarantee and the Subordinated Debentures are hereinafter collectively (such offer to exchange being referred to as the "PURCHASED SECURITIES.EXCHANGE OFFER") and the Subsidiary Guarantees thereof and (ii) if required by the terms of the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" The Indentureand, together with the Exchange Offer Registration Statement, the Declaration, "REGISTRATION STATEMENTS") relating to the DTC resale by certain holders of the Offered Securities and to use their best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and this Agreement to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are hereinafter referred to collectively as the "OPERATIVE DOCUMENTSSECURITIES"."

Introductory. ComEd Financing III (the "TRUST")Electro-Optical Sciences, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital certain purchasers (collectively, the “Purchasers”) 2,312,384 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company and related warrants to purchase 346,858 shares of Common Stock (“Warrants,” together with the Shares, the “Securities”). The Capital Securities will be issued by offered and sold to the Trust Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in amended, and the assets rules and regulations of the Trust Securities and Exchange Commission (the "Capital Securities"“Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(2) (“Section 4(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Jefferies & Company, Inc. (“Jefferies”) has agreed to act as placement agent (the “Placement Agent”) in connection with the Placement, subject to the terms, conditions and other provisions of this Agreement. The Capital Securities will are to be guaranteed by the Company, sold to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise Purchasers pursuant to the Capital a Securities Guarantee Purchase Agreement (the "Capital Securities Guarantee"“Purchase Agreement”) to be dated as of the Closing Time (as defined below) between entered into by the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee")Purchasers. The Company proposes Warrants are to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended Purchase Agreement and Restated Declaration will be exerciseable into duly and validly issued, fully paid and non-assessable shares (such shares, the “Warrant Shares”) of TrustCommon Stock on the terms, and subject to the conditions, set forth in the Warrant. Holders of the Securities will be entitled to the benefits of a Registration Rights Agreement (the “Resale Registration Rights Agreement”) to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), entered into between the Company and Wilmington Trust Companythe Purchasers pursuant to which the Company will agree, as trustee among other things, to file with the Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued “Resale Registration Statement”) covering the resale of the Shares and Warrant Shares, and to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant use its reasonable best efforts to a letter agreement, cause the Resale Registration Statement to be dated as of declared effective within the Closing Time (time periods specified in the "DTC Resale Registration Rights Agreement"), among the Trust. This Agreement, the Property Trustee and DTC. The Capital SecuritiesPurchase Agreement, the Capital Securities Guarantee Warrant and the Subordinated Debentures Resale Registration Rights Agreement are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTS“Transaction Documents,” and the transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions."” The Company hereby confirms its agreement with the Placement Agent as follows:

Introductory. ComEd Financing III (the "TRUST")Party City Holdings Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Issuer”), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters other several Initial Purchasers named in Schedule II hereto A (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"“Initial Purchasers”), as guaranteed by acting severally and not jointly, the Company, to the extent respective amounts set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as such Schedule A of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in 350,000,000 aggregate principal amount of ____the Issuer’s 6.125% Subordinated Deferrable Interest Debentures Senior Unsecured Notes due _______, 20__ 2023 (the "SUBORDINATED DEBENTURES"“Securities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) issued by in connection with the Companyoffering and sale of the Securities. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September 1August 19, 1995 2015 (the "INDENTURE"“Indenture”), between the Company and Issuer, Wilmington Trust CompanyTrust, National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”), and the Guarantors (as defined below). The Capital Securities will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter agreementof representations, to be dated as of on or before the Closing Time Date (the "DTC Agreement"as defined in Section 2 hereof), among the TrustIssuer and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities contained in Schedule B attached hereto as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Property Trustee and DTC“Guarantors”), pursuant to their guarantees (the “Guarantees”). The Capital SecuritiesIssuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the Capital conditions set forth herein, all or a portion of the Securities Guarantee and to purchasers (the Subordinated Debentures “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are hereinafter collectively made is referred to as the "PURCHASED SECURITIES." “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 5, 2015 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated August 5, 2015 (the “Pricing Supplement”), in the form attached hereto as Schedule D hereto, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the DTC Agreement Issuer will prepare and this Agreement are hereinafter referred deliver to collectively each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Each of the Issuer and the Guarantors hereby confirm its agreements with the Initial Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III ProLogis, a Maryland real estate investment trust (the "TRUST"“Company”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities several underwriters named in Schedule A (liquidation the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $400,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust Company’s 3.25% Convertible Senior Notes due 2015 (the "Capital “Firm Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"”). The Company also proposes to issue and sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase Underwriters not more than an additional $______ in 60,000,000 aggregate principal amount of ____the Company’s 3.25% Subordinated Deferrable Interest Debentures Convertible Senior Notes due _______, 20__ 2015 (the "SUBORDINATED DEBENTURES"“Additional Securities”) issued by if and to the Companyextent that the Underwriters shall have determined to exercise the right to purchase such 3.25% Convertible Senior Notes due 2015 granted to the Underwriters in Section 2(a) hereof. The Designated Firm Securities and the Common Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be issued pursuant to the Amended and Restated Declaration convertible into common shares of Trust, to be dated as of the Closing Time beneficial interest (the "DECLARATION"), among “Underlying Securities”) of the Company, as sponsor, __________ and __________, as administrative trustees par value $0.01 per share (the "ADMINISTRATIVE TRUSTEES"“Common Stock”). Citigroup Global Markets Inc., Wilmington Trust CompanyBarclays Capital Inc., Deutsche Bank Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated have agreed to act as property trustee representatives of the several Underwriters (in such capacity, the "PROPERTY TRUSTEE"“Representatives”) and as Delaware trustee (the "DELAWARE TRUSTEE," and together in connection with the Property Trustee offering and sale of the Administrative Trustees, the "TRUSTEES")Securities. The Subordinated Debentures Securities will be issued pursuant to an indenture, dated as of September March 1, 1995 (the "INDENTURE"“Base Indenture”), between the Company (formerly Security Capital Industrial Trust) and Wilmington U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities issued in book-entry form will be issued to Cede & Co. , as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreementsupplemented by the first supplemental indenture, to be dated as of the Closing Time February 9, 2005 (the "DTC Agreement"“First Supplemental Indenture”), among the Trustsecond supplemental indenture, dated as of November 2, 2005 (the “Second Supplemental Indenture”), the Property Trustee and DTC. The Capital Securitiesthird supplemental indenture, dated as of November 2, 2005 (the “Third Supplemental Indenture”), the Capital Securities Guarantee fourth supplemental indenture, dated as of March 26, 2007 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of November 8, 2007 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of May 7, 2008 (the “Sixth Supplemental Indenture”), the seventh supplemental indenture, dated as of May 7, 2008 (the “Seventh Supplemental Indenture”), the eighth supplemental indenture, dated as of August 14, 2009 (the “Eighth Supplemental Indenture”) and the Subordinated Debentures are hereinafter collectively referred to ninth supplemental indenture, dated as of October 2, 2009 (the "PURCHASED SECURITIES." The “Ninth Supplemental Indenture, ”). Certain terms of the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."Securities will be established pursuant to

Introductory. ComEd Financing III (the "TRUST")Credit Suisse First Boston Mortgage Securities Corp., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" andDepositor"), together with proposes to form a commercial mortgage trust (the "Trust"), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2001-CK3, certain classes of which securities the Depositor proposes to sell to you hereunder (such classes of such securities to be sold hereunder, collectively, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital SecuritiesCertificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The Capital Securities terms on which the Trust will issue the Certificates will be guaranteed by the Company, to the extent described specified in the Prospectus (as defined belowherein). The property of the Trust will consist of a pool of 169 mortgage loans (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. ("Column"), KeyBank National Association ("KeyBank") and First Union National Bank ("First Union" and, collectively with respect to distributions Column and payments upon liquidationKey Bank, redemption and otherwise the "Mortgage Loan Sellers"), respectively, pursuant to the Capital Securities Guarantee Agreement separate Mortgage Loan Purchase Agreements (the each, a "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee TrusteeMortgage Loan Purchase Agreement"). The Company proposes assets of the Trust are collectively referred to sell herein as the "Trust Fund". The Mortgage Loans will be transferred to the underwriters named in Schedule II hereto Trust, and the Certificates will be issued, respectively, pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2001 (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount Pooling and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATIONServicing Agreement"), among the CompanyDepositor, KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as sponsormaster servicer (in such capacity, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEESMaster Servicer") and special servicer (in such capacity, the "Special Servicer"), Wilmington Trust Companyand ▇▇▇▇▇ Fargo Bank Minnesota, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyN.A., as trustee (the "DEBENTURE TRUSTEETrustee"). The Capital Securities issued in book-entry form offering of the Certificates made pursuant to the Registration Statement (as defined herein) will be issued to Cede & Co. made through you as nominee underwriters. This Agreement provides for the sale of The Depository Trust Company ("DTC") pursuant to a letter agreementsuch Certificates to, to be dated and the purchase and offering thereof by, you, as of the Closing Time underwriters (the "DTC AgreementUnderwriters" and, each of you individually, an "Underwriter"), among . Schedule I shall specify the Trustprincipal balance of each class of the Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement, the Property Trustee classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor and DTCthe aggregate amount of Certificates to be purchased by you. The Capital Securities, offering of the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESCertificates will be governed by this Agreement." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison The Scotts Miracle-Gro Company, an Illinois Ohio corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇” or the “Representative”) and the other several initial purchasers named in Schedule A hereto (collectively with the Representative, the “Initial Purchasers”), $250,000,000 aggregate principal amount of its 5.250% Senior Notes due 2026 (the “Notes”). The Capital payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the subsidiary guarantors named in Schedule B hereto and (ii) any subsidiary of the Company that executes an additional guarantee in accordance with the terms of the Indenture (as defined below) and their respective successors and assigns (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") an indenture to be dated as of the Closing Time Date (as defined belowin Section 3 hereof) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, as sponsor, __________ the Guarantors and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter of representations, dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Representative, pursuant to which the Company and the Guarantors will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Capital Securities, the Capital Securities Guarantee Exchange Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Exchange Securities." The Indenture” This Agreement, the DeclarationRegistration Rights Agreement, the DTC Agreement Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 12, 2016 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 12, 2016 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter referred is executed and delivered, the Company will prepare and deliver to collectively as each Initial Purchaser a final offering memorandum dated the "OPERATIVE DOCUMENTSdate hereof (the “Final Offering Memorandum”)."

Introductory. ComEd Financing III GE Equipment Transportation LLC, Series 2011-1 (the "TRUST"“Company”), a statutory business trust organized under CEF Equipment Holding, L.L.C. (“CEFEH” or the Business Trust Act “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to cause the sale of the GE Equipment Transportation LLC, Series 2011-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes (collectively, the “Class A Notes” or the “Offered Notes”). The Company will also issue the Class B Notes (the "DELAWARE ACT"“Class B Notes”) of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation Class C Notes (the "COMPANY" and, “Class C Notes” and together with the TrustClass B Notes and the Offered Notes, the "OFFERORS"“Notes”), propose to issue and sell from time to time Capital Securities. The Capital Securities Notes will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be an Indenture, dated as of June 29, 2011 (the Closing Time (as defined below) “Indenture”), between the Company and Wilmington Trust Company Citibank, N.A. as Trustee indenture trustee (the "Guarantee “Indenture Trustee"”). The Company proposes to sell to the underwriters named Notes will be issued in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the an aggregate initial principal amount and with of $691,858,000. The Offered Notes are being purchased by the terms entities specified in Schedule I hereto (each an “Underwriter,” and together the "Designated Securities"“Underwriters”). The entire proceeds from the sale of the Designated Securities Notes will be combined with the entire proceeds from the sale secured by the Trust Collateral, including without limitation, a pool of equipment loans secured by transportation equipment and the related security interests in the equipment financed thereby (collectively, the “Loans”). GECC will sell the Loans to the Company Depositor pursuant to a Loan Sale Agreement, dated as of its common securities June 29, 2011 (the "COMMON SECURITIES"“Loan Sale Agreement”), between the Depositor and GECC. Pursuant to a Loan Purchase and Sale Agreement, dated as guaranteed by of June 29, 2011 (the “Loan Purchase and Sale Agreement”), between the Depositor and the Company, the Depositor will sell, transfer and convey to the extent set forth Company, without recourse, all of its right, title and interest in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant Loans. Pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES")Servicing Agreement, to be dated as of June 29, 2011 (the Closing Time“Servicing Agreement”) between GECC, made by as servicer, and the Company, and GECC will be service the Loans. Capitalized terms used by herein but not otherwise defined shall have the Trust to purchase $______ meanings set forth in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the CompanyIndenture. The Designated Securities Class A-1 Notes shall bear interest at 0.29377% per annum, the Class A-2 Notes shall bear interest at 0.77% per annum, the Class A-3 Notes shall bear interest at 1.00% per annum and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESClass A-4 Notes shall bear interest at 1.33% per annum." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")▇▇▇▇▇▇▇ Water Products, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $225,000,000 aggregate principal amount of the Company’s 8 3/4% Senior Notes due 2020 (the “Notes”). Banc of America Securities LLC has agreed to act as representative (the “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise issued pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES")an indenture, to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ Date (as defined below) (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, the Guarantors (as sponsor, __________ defined below) and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington The Bank of New York Mellon Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyN.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") pursuant the “Depositary”). The holders of the Notes will be entitled to the benefits of a letter registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any such registration statements to be declared effective. The Capital Securitiespayment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their respective guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees included in the Indenture are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the related guarantees are herein collectively referred to as the “Exchange Securities." ” Concurrently with the closing of the offering of the Securities, the Company will enter into an Asset Based Revolving Credit Agreement (the “ABL Credit Agreement”) among the Company, ▇▇▇▇▇▇▇ Group, LLC, Anvil International, LP, AnvilStar, LLC, Fast Fabricators, LLC, ▇▇▇▇▇ ▇▇▇▇▇ Company, LLC, ▇▇▇▇▇▇ Meters Co., LLC, ▇▇▇▇ Industries, LLC, Hydro Gate, LLC, ▇.▇. ▇▇▇▇▇ Mfg Co., LLC, ▇▇▇▇▇ ▇▇▇▇▇ Company, LLC, ▇▇▇▇▇▇▇▇ Valve, LLC, ▇▇▇▇▇▇▇ Co. Ltd., ▇▇▇▇▇▇▇ International, Inc., ▇▇▇▇▇▇▇ Service California, Inc., ▇▇▇▇▇▇▇ Service Co., LLC, ▇▇▇▇▇▇▇ Systems LLC, United States Pipe and Foundry Company, LLC, U.S. Pipe Valve & Hydrant, LLC, each lender from time to time party thereto and Bank of America, N.A., as administrative agent, providing for up to $275 million of revolving credit borrowings, with an uncommitted option to increase the borrowings by $150 million. The Company intends to use the net proceeds from the offering of the Notes, together with amounts borrowed pursuant to the ABL Credit Agreement and cash on hand, to refinance and repay all amounts outstanding under its amended and restated credit agreement dated as of May 24, 2007, as amended through the date hereof, among the Company, the parties named therein for whom Bank of America, N.A. is acting as administrative agent and the guarantors (as defined therein) (the “Senior Secured Credit Agreement”). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after this Agreement is executed by the parties hereto on the terms set forth in the Pricing Disclosure Package 1:00 p.m. on the date hereof, being the first time when sales of the Securities are made, is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions from the registration requirements thereof. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, if such Securities are registered for sale under the DeclarationSecurities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 16, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated August 19, 2010 (in the form attached hereto as Schedule C, the DTC Agreement “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and this Agreement the Pricing Supplement are hereinafter herein referred to collectively as the "OPERATIVE DOCUMENTS“Pricing Disclosure Package."” Promptly after the Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum, as the case may be. The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III (the "TRUST")Cheniere Energy, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Credit Suisse First Boston LLC (the “Purchaser”) U.S. $300,000,000 principal amount of its 2.25% Convertible Senior Notes due 2012 (the “Firm Securities. The Capital ”) which are convertible into cash or a combination of cash and shares of common stock, $.003 par value, of the Company (the “Underlying Shares”) and, at the election of the Purchaser, an aggregate of up to an additional $25,000,000 principal amount of its 2.25% Convertible Senior Notes due 2012 (“Optional Securities”) (the Firm Securities will and the Optional Securities which the Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”), each to be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be under an indenture dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee July 27, 2005 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"“Indenture”), between the Company and Wilmington Trust CompanyThe Bank of New York as Trustee, as trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "DEBENTURE TRUSTEE"“Securities Act”), and hereby agrees with the Purchaser as follows: The Offered Securities will be convertible into shares of common stock, par value $0.003 per share, of the Company (the “Common Stock”) in accordance with the terms of the Offered Securities and the Indenture, at the initial conversion rate specified in Schedule A hereto. The Capital holders of the Offered Securities issued in book-entry form will be issued entitled to Cede & Co. as nominee the benefits of The Depository Trust Company ("DTC") pursuant to a letter agreement, Registration Rights Agreement to be dated as on July 27, 2005 among the Company and the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Offered Securities Guarantee and the Subordinated Debentures are Underlying Shares, as hereinafter collectively referred to as defined, under the "PURCHASED SECURITIESSecurities Act." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")Century Communities, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇.▇. The Capital ▇▇▇▇▇▇ Securities will be issued by LLC and the Trust as ___% Capital Securities other several Initial Purchasers named in Schedule A (liquidation the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets Company’s 6.750% Senior Notes due 2027 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the Trust several Initial Purchasers (the "Capital Securities"“Representative”) in connection with the offering and sale of the Notes (the “Offering”). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 the Closing Date (the "INDENTURE"as defined in Section 2 hereof), between among the Company Company, the Guarantors (as defined below), and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”) relating to the issuance of the Securities, (the “Indenture”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Representative, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." ” The IndentureCompany has launched a tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 6.875% Senior Notes due 2022 (the “2022 Notes”) and has issued a conditional notice of redemption to redeem all 2022 Notes that remain outstanding after completion of the Tender Offer (the “Redemption”). On the Closing Date, the DeclarationCompany will accept for purchase any and all of such 2022 Notes that are validly tendered (and not withdrawn) on or prior to the tender deadline of the Tender Offer and settle the Tender Offer. The Company will use the proceeds of the Offering to finance the Tender Offer and the Redemption and to pay related fees and expenses, with the remainder for general corporate purposes. The issuance and sale of the Notes, the issuance of the Guarantees, the Tender Offer, the Redemption, and the payment of transaction costs are referred to herein collectively as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 9, 2019 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 9, 2019 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter referred is executed and delivered, the Company will prepare and deliver to collectively each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the "OPERATIVE DOCUMENTS."case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantors each hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III (the "TRUST")The CIT Group Securitization Corporation II, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" andSeller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, together with the TrustInc., a Delaware corporation ("CIT") proposes to cause CIT RV Owner Trust 1996-A (the "OFFERORSTrust"), propose ) to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as $ ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ principal amount of its Class A _____ % Asset Backed Notes (the "Notes") and $___________ principal amount of its ____ % Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"). The Securities are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of retail receivables generated pursuant to motor vehicle retail installment sale contracts (the "Initial Contracts") secured by new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), and certain monies received thereunder on or after ____________ , 1996, amounts deposited in the Pre-Funding Account and Capitalized Interest Account, the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of ____________ , 1996 (the "Cash Collateral Agreement") between the Trust, the Owner Trustee, the Servicer and __________, as administrative trustees _____________________ (the "ADMINISTRATIVE TRUSTEESCash Collateral Depositor") and the Sale and Servicing Agreement (as defined below), Wilmington Trust Company, as property trustee additional retail receivables generated pursuant to motor vehicle retail installment sale contracts (the "PROPERTY TRUSTEESubsequent Contracts"; and together with the Initial Contracts, the "Contracts") secured by new and as Delaware trustee used recreational vehicles financed thereby (the "DELAWARE TRUSTEE,Subsequent Financed Vehicles;" and together with the Property Trustee and the Administrative TrusteesInitial Financed Vehicles, the "TRUSTEESFinanced Vehicles") to be conveyed to the Trust subsequent to the date of issuance of the Securities and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of ____________ , 1996 (the "Sale and Servicing Agreement") among the Trust, the Seller, and The CIT Group/Sales Financing, Inc., a wholly-owned subsidiary of CIT, as servicer ("CITSF" or the "Servicer"). The Subordinated Debentures Contracts and other assets of the Trust will be sold by CITSF to the Seller pursuant to a Purchase Agreement to be dated as of ____________ , 1996 (the "Purchase Agreement") between CITSF and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Contracts and other property sold by CITSF to the Seller will first be purchased by CITSF from The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a Purchase Agreement to be dated as of ___________ , 1996 (the "CITCF-NY Sale Agreement") between CITCF-NY and CITSF. The Servicer will service the Contracts on behalf of the Trust pursuant to the Sale and Servicing Agreement. The Notes will be issued pursuant to an indenture, the Indenture to be dated as of September 1___________ , 1995 1996 (as amended and supplemented from time to time, the "INDENTUREIndenture"), between the Company Trust and Wilmington Trust Company, as trustee _________________________ (the "DEBENTURE TRUSTEEIndenture Trustee"). Pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks imposed on the Trust under the Indenture. The Capital Securities issued Certificates, each representing a fractional undivided interest in book-entry form the Trust, will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, Trust Agreement to be dated as of the Closing Time ___________ , 1996 (the "DTC Trust Agreement"), among between the TrustSeller and __________________________ , as owner trustee (the Property Trustee "Owner Trustee"). Capitalized terms used herein and DTCnot otherwise defined shall have the meanings given them in the Sale and Servicing Agreement and the Indenture. The Capital Securities, Seller and CITSF hereby agree with the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as several Underwriters named in Schedule I hereto (the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively Underwriters") as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III (the "TRUST")Sonic Automotive, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $210,000,000 aggregate principal amount of the Company’s 9.0% Senior Subordinated Notes due 2018 (the “Notes”). Banc of America Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September 1March 12, 1995 2010 (the "INDENTURE"“Indenture”), between among the Company Company, the Guarantors (as defined below) and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a blanket issuer letter of representations, dated November 19, 2003 (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time Date (as defined below) (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." ” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 9, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 9, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the DTC Agreement Company will prepare and this Agreement are hereinafter referred deliver to collectively as each Initial Purchaser a final offering memorandum dated the "OPERATIVE DOCUMENTSdate hereof (the “Final Offering Memorandum”)."

Introductory. ComEd Financing III Metris Receivables, Inc. (the "TRUSTTransferor"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.)corporation, and Commonwealth Edison Company, an Illinois corporation a wholly owned subsidiary of Metris Companies Inc. (the "COMPANY" and, together with the Trust, the "OFFERORSMetris"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ Floating Rate Asset Backed Securities, Series 1998-3, Class A (the "Class A Securities" or the "Offered Securities") of the Metris Master Trust (the "Trust"). Each Offered Security will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of receivables (the "Receivables") arising under certain MasterCard, VISA or other revolving consumer credit accounts (the "Accounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the P&S (as hereinafter defined), the "Servicer") to Metris pursuant to an Amended and Restated Bank Receivables Purchase Agreement dated as of July 30, 1998 between Metris and Direct Merchants Bank (as supplemented and amended from time to time, the "Bank Purchase Agreement"), then subsequently sold by Metris to the Transferor pursuant to an Amended and Restated Purchase Agreement dated as of July 30, 1998 between Metris and the Transferor (as supplemented and amended from time to time, the "Purchase Agreement") and then transferred by the Transferor to the Trust pursuant to an Amended and Restated Pooling and Servicing Agreement dated July 30, 1998 (as supplemented and amended from time to time, the "P&S") among the Transferor, the Servicer and The Bank of New York (Delaware), as trustee, (the "Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1998-3 Supplement to the P&S (the "Supplement") to be dated the Closing Date (as defined herein), among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement". The $___________ Asset-Backed Securities, as administrative trustees Series 1998-3, Class B (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEEClass B Securities") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will also be issued pursuant to an indenturethe Pooling and Servicing Agreement and, dated together with the Offered Securities, are referred to herein as of September 1, 1995 the "Investor Securities." Certain distributions with respect to the Class A Securities will be insured by MBIA Insurance Corporation (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTCInsurer") pursuant to a letter agreement, financial guarantee insurance policy (the "Policy") and an insurance and reimbursement agreement to be dated as of the Closing Time Date (the "DTC Insurance and Reimbursement Agreement"), ) among the TrustTransferor, Direct Merchants Bank, the Property Trustee and DTCthe Securities Insurer. The Capital SecuritiesBank Purchase Agreement, the Capital Securities Guarantee Purchase Agreement, the Insurance and Reimbursement Agreement and the Subordinated Debentures Pooling and Servicing Agreement are hereinafter collectively referred to as the "PURCHASED SECURITIESDesignated Agreements"." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Prestige Brands, Inc. (the "TRUST"“Company”), a statutory business trust organized under the Business Trust Act Delaware corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Parent”), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes to issue and sell from time to time the several Initial Purchasers named in Schedule A (each an “Initial Purchaser” and together, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 8.125% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), Citigroup Global Markets Inc. (“Citi”) and RBC Capital SecuritiesMarkets, LLC have agreed to act as the representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise ) will be issued pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") an indenture to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee January 31, 2012 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, the Guarantors (as sponsor, __________ defined below) and __________U.S. Bank National Association, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as Delaware trustee nominee of The Depository Trust Company (the "DELAWARE TRUSTEE," and together with “Depositary”) pursuant to a rider to a blanket letter of representations to be dated on or before the Property Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Administrative Trustees, the "TRUSTEES")Depositary. The Subordinated Debentures will be Company has previously issued $250,000,000 in aggregate principal amount of its 8.25% Senior Notes due 2018 (the “Existing Notes”) pursuant to an indenture, dated as of September 1March 24, 1995 (the "INDENTURE")2010, between the Company Company, Parent, the guarantors party thereto and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”), as supplemented by that first supplemental indenture, dated as of November 1, 2010, between the Company, Parent, the guarantors listed on the signature pages thereto and the Trustee (as supplemented, the “Existing Notes Indenture”). The Capital Securities issued in book-entry form holders of the Notes will be issued entitled to Cede & Co. as nominee the benefits of The Depository Trust Company ("DTC") pursuant to a letter agreement, registration rights agreement to be dated as of the Closing Time January 31, 2012 (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Parent and the subsidiary guarantors listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (i) and (ii), collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." ” In connection with the issuance of the Securities, the Company (i) will pay in full all amounts outstanding (including all accrued and unpaid interest) and terminate all commitments under its senior secured credit facility dated as of March 24, 2010, as amended (the “Existing Credit Facility”), and (ii) will enter into (I) a new senior secured term loan facility (the “New Secured Term Loan Facility”) and (II) a new asset-based revolving credit facility (the “New ABL Revolving Credit Facility”, together with the New Secured Term Loan Facility, the “New Credit Facilities”), among the Company, as borrower thereunder, Citibank, N.A. as Administrative Agent, and the lenders and guarantors party thereto. The net proceeds from the sale of the Securities, together with borrowings under the New Credit Facilities and cash on hand will be used to repay all amounts outstanding under the Existing Credit Facility and terminate the associated credit agreement and to finance the acquisition of certain OTC healthcare assets (the “GSK Brands”) by Parent pursuant to the Business Sale and Purchase Agreement I, dated December 20, 2011, by and among GlaxoSmithKline LLC, GlaxoSmithKline plc, certain other parties thereto and Parent (the “BSPA I”) and pursuant to the Business Sale and Purchase Agreement II, dated December 20, 2011, by and among GlaxoSmithKline LLC, GlaxoSmithKline plc, certain other parties thereto and Parent (the “BSPA II”, together with the BSPA I, the “Acquisition Agreements”), and to pay related fees and expenses. Additionally, the Company will cause the Existing Notes to be equally and ratably secured with the New Secured Term Loan Facility. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time at which sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 18, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 24, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement, including those documents incorporated by reference therein, are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the DTC Agreement Company will prepare and this Agreement are hereinafter referred deliver to collectively each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the "OPERATIVE DOCUMENTS."case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III (the "TRUST")Takeda U.S. Financing, Inc., a statutory business trust organized corporation incorporated under the Business Trust Act (the "DELAWARE ACT") laws of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Issuer”), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the several underwriters named in Schedule II A hereto (the "“Underwriters") for whom you are ”), acting as Representative or Representatives severally and not jointly, the respective amounts set forth in such Schedule A of [insert description of securities] (the "Representatives") Capital Securities in the aggregate principal amount and [insert name of securities][or][and together with the terms specified [insert name of securities],] the “Securities”). [insert name(s) of Representative(s)] have agreed to act as representatives of the several Underwriters (in Schedule I hereto such capacity, the “Representatives”) in connection with the offering and sale of the Securities (the "Designated Securities"as defined herein). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September 1[ ], 1995 2025 (the "INDENTURE"“[Base] Indenture”), between among the Company Issuer, the Guarantor (as defined herein) and Wilmington Trust CompanyThe Bank of New York Mellon, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). Certain terms of the Securities will be established pursuant to [an Officer’s Certificate of the Issuer] [a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”)]. [[The Capital Securities will be issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter agreementLetter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Issuer and the Depositary.] [or] [Global securities representing the Securities shall be deposited with, or on behalf of, [ ] (the “Common Depositary”), a common depositary for Euroclear Bank SA/NV as operator of the Closing Time Euroclear system or any successor clearing agency (“Euroclear”), and Clearstream Banking S.A., as currently in effect or any successor securities clearing agency (“Clearstream”), and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream.]] The payment of principal of, premium, if any, and interest on the Securities will be fully and unconditionally guaranteed on a senior unsecured basis by Takeda Pharmaceutical Company Limited, a joint stock corporation organized under the laws of Japan (the "DTC Agreement"“Guarantor”), among pursuant to its guarantee (the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES“Guarantee”)." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Bank One, Texas, N.A. (the "TRUSTSeller"), a statutory business trust organized under the Business Trust Act proposes to cause BANC ONE AUTO GRANTOR TRUST 1997-A (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase issue $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees __principal amount of its Class A ___% Asset Backed Certificates (the "ADMINISTRATIVE TRUSTEESClass A Certificates"), Wilmington Trust Company, as property trustee ) and $____________principal amount of its Class B ___% Asset Backed Certificates (the "PROPERTY TRUSTEEClass B Certificates" and, together with the Class A Certificates, the "Certificates") and as Delaware trustee the Seller proposes to sell the Certificates to the several underwriters named in Schedule I attached hereto (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEESUnderwriters"). The Subordinated Debentures will be issued assets of the Trust include, among other things, a pool of retail receivables generated from time to time pursuant to an indenturemotor vehicle retail installment sale contracts (the "Receivables") secured by new or used automobiles, vans or light-duty trucks financed thereby (the "Financed Vehicles"), and certain monies received thereunder on or after May 31, 1997 (the "Cutoff Date"), and the other property and the proceeds thereof to be conveyed to the Trustee pursuant to the Pooling and Servicing Agreement to be dated as of September 1May 31, 1995 1997 (the "INDENTUREPooling and Servicing Agreement")) among the Seller, between as seller and the Company Seller, as servicer (in such capacity, the "Servicer") and Wilmington Bankers Trust Company, a New York banking corporation, as trustee (the "DEBENTURE TRUSTEETrustee"). Pursuant to the Pooling and Servicing Agreement, the Seller in its capacity as Seller will sell the Receivables to the Trustee, acting on behalf of Trust, and in its capacity as Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Pooling and Servicing Agreement, the Servicer will agree to perform certain administrative tasks. The Capital Securities issued in book-entry form Certificates will be issued pursuant to Cede & Co. the Pooling and Servicing Agreement. Each of the Affiliated Banks sold Receivables originated by such Affiliated Bank to the Seller and the related Subservicer agreed to perform as nominee servicer of The Depository Trust Company the related Receivables pursuant to the applicable Sale and Servicing Agreement (each, a "DTCSale and Servicing Agreement") pursuant to a letter agreement, to be dated as of July 1, 1996. Capitalized terms used and not otherwise defined herein shall have the Closing Time (meanings given them in the "DTC Pooling and Servicing Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")▇▇▇▇▇▇▇ Water Products, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $425,000,000 aggregate principal amount of the Company’s 7⅜% Senior Subordinated Notes due 2017 (the “Notes”). Banc of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as representatives (the “Representatives”) of the several Initial Purchasers in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise issued pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES")an indenture, to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ Date (as defined below) (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, the Guarantors (as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE"defined below) and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as Bank of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNew York, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") pursuant the “Depositary”). The holders of the Notes will be entitled to the benefits of a letter registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause any such registration statements to be declared effective. The Capital Securitiespayment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their respective guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees included in the Indenture are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the related guarantees are herein collectively referred to as the “Exchange Securities." ” In addition, the Company has commenced, pursuant to the Company’s Offers to Purchase and Consent Solicitation Statement dated May 1, 2007 (the “Offers to Purchase”), a tender offer to purchase any and all outstanding (i) 14¾% Senior Discount Notes due 2014 issued by the predecessor of the Company (the “2014 Notes”) and (ii) 10% Senior Subordinated Notes due 2012 co-issued by the Company’s wholly owned subsidiaries, ▇▇▇▇▇▇▇ Group, LLC and ▇▇▇▇▇▇▇ Group Co-Issuer, Inc. (the “2012 Notes” and, together with the 2014 Notes, the “Existing Notes”) and a solicitation of consents from the holders of the Existing Notes (together, the “Tender Offers”), to amend the indentures relating to the Existing Notes pursuant to supplemental indentures (the “Supplemental Indentures”). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after this Agreement is executed by the parties hereto on the terms set forth in the Pricing Disclosure Package (5:30 p.m. on the date hereof, being the first time when sales of the Securities are made, is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions from the registration requirements thereof. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, if such Securities are registered for sale under the DeclarationSecurities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 11, 2007, (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 16, 2007 (in the form attached hereto as Schedule C, the DTC Agreement “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and this Agreement the Pricing Supplement are hereinafter herein referred to collectively as the "OPERATIVE DOCUMENTS“Pricing Disclosure Package."” Promptly after the Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be). The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III The FNANB Credit Card Master Note Trust (the "TRUSTNote Trust"), a statutory business trust organized under the Business Trust Act issues, from time to time, asset backed securities (the "DELAWARE ACTNotes") in one or more series (each, a "Series"). The property of the State Trust consists of Delaware (Chapter 38, Title 12, of a collateral certificate representing an interest in the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation FNANB Credit Card Master Trust (the "COMPANY" and, together with Certificate Trust"). The property of the Trust, Certificate Trust includes receivables (the "OFFERORSReceivables"), propose to issue and sell ) generated from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount in a portfolio of $____ per security) representing undivided beneficial interests in the assets of the Trust credit card accounts (the "Capital SecuritiesAccounts"), collections thereon and certain related property (collectively, the "Trust Property") conveyed to the Certificate Trust by DC Funding International, Inc. (the "Transferor"). The Capital Securities Notes to which this agreement applies will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise issued pursuant to the Capital Securities Guarantee Agreement Master Indenture, dated as of July [__], 2002 (as amended, supplemented or otherwise modified from time to time, the "Master Indenture"), between the Note Trust and JPMorgan Chase Bank, as indenture trustee (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Indenture Trustee"), as supplemented by an indenture supplement relating to each series of such Notes (each, an "Indenture Supplement" and together with the Master Indenture, the "Indenture"). The Company proposes To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Master Indenture and the applicable Indenture Supplement. Each offering of the Notes to sell which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative representative or Representatives through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Notes to which this Agreement shall apply, it will enter into an agreement (a "Terms Agreement") providing for the sale of such Notes to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute such Terms Agreement and agree thereby to become obligated to purchase Notes from the Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated SecuritiesUnderwriters"). The entire proceeds from (It is understood that the sale Transferor shall not be obligated to sell any particular Series or Class of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise Notes offered pursuant to the Common Securities Guarantee Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement (by the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to Transferor shall be dated as conclusive evidence of the Closing Time, made by Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the Company, and will be used by the Trust to purchase $______ in aggregate initial principal amount of ____% Subordinated Deferrable Interest Debentures due _______the Notes of each Series and Class of the Notes to be issued and their terms not otherwise specified in this Agreement, 20__ (the "SUBORDINATED DEBENTURES") issued price at which such Notes are to be purchased by the CompanyUnderwriters from the Transferor, the aggregate amount of Notes to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. The Designated Securities Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Common Securities Transferor. Each such offering of the Notes for which a Terms Agreement is entered into will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Companygoverned by this Agreement, as sponsorsupplemented by such Terms Agreement, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred and such Terms Agreement shall inure to collectively as the "OPERATIVE DOCUMENTSbenefit of and be binding upon the Underwriters participating in the offering of such Notes."

Introductory. ComEd Financing III (the "TRUST")MSC-Medical Services Company, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois Florida corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters several Initial Purchasers named in Schedule II A hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"“Initial Purchasers”), as guaranteed by acting severally and not jointly, the Company, to the extent respective amounts set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as such Schedule A of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in 150,000,000 aggregate principal amount of ____% Subordinated Deferrable Interest Debentures the Company’s Senior Secured Floating Rate Notes due _______, 20__ 2011 (the "SUBORDINATED DEBENTURES") issued by “Notes”). Banc of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as the CompanyInitial Purchasers in connection with the offering and sale of the Notes. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures Notes will be issued pursuant to an indenture, to be dated as of September 1on or about June 21, 1995 2005 (the "INDENTURE"“Indenture”), between the Company Company, MCP-MSC Acquisition, Inc., the parent corporation of the Company, as guarantor (the “Holdings”) and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depository”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), among the Company, the Trustee and the Depository. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated on or about June 21, 2005 (the “Registration Rights Agreement”), among the Company, Holdings and the Initial Purchasers, substantially in the form of Exhibit C hereto, pursuant to which the Company and Holdings will agree to file on or prior to March 31, 2006 a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Exchange Securities (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). The payment of principal of, premium, interest and, Additional Interest (as defined in the Registration Rights Purchase Agreement) if any, on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior secured basis by (i) Holdings, the direct parent corporation of the Company, and (ii) any domestic subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (each guarantee described in clause (i) or (ii) being a “Guarantee”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities”. Pursuant to the security and pledge documents to be dated as of the Closing Time Date (together, the “Security Documents”) each among the Company, Holdings, U.S. Bank National Association as collateral agent (the "DTC Agreement"“Collateral Agent”), and the other parties thereto, the Securities are secured by a lien on substantially all of the Company’s and Holdings’ existing and future tangible and intangible property and assets, as well as 100% of the capital stock of the Company and each domestic subsidiary of the Company and Holdings and 65% of the capital stock of each direct foreign subsidiary of the Company and Holdings, as so described in the Security Documents, subject to the limitations specified therein (the “Collateral”). Pursuant to an intercreditor agreement among the TrustCollateral Agent, the Property Trustee administrative agent under the Revolving Credit Agreement (as defined below), the Company and DTCHoldings, the lien created by the Security Documents is subordinated in rank to the lien on the Collateral created by the security agreements entered into by the Company, Holdings and such administrative agent to secure the Company’s and Holdings obligations under the Revolving Credit Agreement. The Capital Securities are being issued and sold in connection with the refinancing (the “Refinancing”) of a portion of the Company’s indebtedness incurred in connection with the acquisition of the Company by investment funds affiliated with Monitor Clipper Partners, LLC, certain institutional investors and members of the Company’s management, which was completed on March 31, 2005. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 3, 2005 (the “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Capital Securities Guarantee and Securities. As used herein, the Subordinated Debentures are hereinafter collectively “Offering Memorandum” shall mean, with respect to any date or time referred to as the "PURCHASED SECURITIES." The Indenturein this Agreement, the DeclarationCompany’s Offering Memorandum, dated June 15, 2005, including amendments or supplements thereto and any exhibits thereto, in the DTC Agreement most recent form that has been prepared and this Agreement are hereinafter referred delivered by the Company to collectively the Initial Purchasers in connection with their solicitation of offers to purchase the Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the "OPERATIVE DOCUMENTS."Company pursuant to Section 3. The Company and Holdings hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III Tellurian Inc., a Delaware corporation (“Company”), agrees with R▇▇▇ Capital Partners, LLC that it shall act as placement agent (the "TRUST"“Placement Agent”), a statutory business trust organized under along with Citigroup Global Markets Inc. (“Citi”) in respect of the Business Trust Act Company’s issuance and sale to the Purchasers (as defined below) of $500,000,000 principal amount of the 6.00% Convertible Senior Secured Notes due 2025 (the "DELAWARE ACT") “Offered Securities”). The Offered Securities will be convertible into shares of the State of Delaware (Chapter 38common stock, Title 12par value $0.01 per share, of the Delaware Code, 12 Del. Sections 3801 et seq.)Company (“Common Stock”) on the terms, and Commonwealth Edison Companysubject to the conditions, an Illinois corporation set forth in the Indenture (the "COMPANY" and, together with the Trust, the "OFFERORS"as defined below), propose to issue and sell from time to time Capital Securities. The Capital Offered Securities will be issued by pursuant to the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust indenture dated on or about June 3, 2022 (the "Capital Securities"“Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Capital Securities will , as supplemented by a first supplemental indenture to be guaranteed by dated on or about June 3, 2022 between the Company, the Trustee and the collateral agent named therein (the “Collateral Agent”) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). (a) On the Closing Date (as defined below), Tellurian Investments LLC, a direct wholly owned subsidiary of the Company (“Investments”), and the Collateral Agent shall execute and deliver the Pledge Agreement (the “Pledge Agreement”), pursuant to which Investments will grant a first priority security interest (subject to certain Permitted Liens (as defined in the Indenture)) to the extent described Collateral Agent, as collateral agent for the holders of the Notes in all of the Prospectus equity interests held by Investments in Tellurian Production Holdings LLC (“Production LLC”). This Agreement, the Pledge Agreement and the Indenture are collectively referred to as the “Transaction Documents.” (b) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent and Citi shall be the exclusive placement agents in connection with the offering and sale by the Company of the Offered Securities pursuant to the Company's Registration Statement (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement terms of such offering (the "Capital Securities Guarantee"“Offering”) to be dated subject to market conditions and negotiations between the Company, the Placement Agent, Citi and the Purchasers (as defined below). The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the Closing Time successful placement of the Offered Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) between be obligated to underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions any prospective offer to purchase Offered Securities and payments the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. (c) The term of the exclusive engagement of the Placement Agent and Citi will be until the completion of the Offering; provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon liquidation10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, redemption the provisions concerning confidentiality, indemnification and otherwise contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to be dated as limit the ability of the Closing TimePlacement Agent or its Affiliates to pursue, made by the Companyinvestigate, and will be used by the Trust to purchase $______ analyze, invest in, or engage in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______investment banking, 20__ financial advisory or any other business relationship with Persons (the "SUBORDINATED DEBENTURES"as defined below) issued by other than the Company. The Designated Securities As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated Act (as of the Closing Time (the "DECLARATION"defined below), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Genesis Energy, L.P., a Delaware limited partnership (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Partnership”), and Commonwealth Edison CompanyGenesis Energy Finance Corporation, an Illinois a Delaware corporation (the "COMPANY" “Finance Corp.” and, together with the TrustPartnership, the "OFFERORS"“Issuers”), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities several underwriters named in Schedule A hereto (liquidation the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets Partnership’s 8.250% Senior Notes due 2029 (the “Notes”). BofA Securities, Inc. has agreed to act as the representative of the Trust several Underwriters (the "Capital Securities"). The Capital Securities will be guaranteed by “Representative”) in connection with the Company, to offering and sale of the extent described in Notes and the Prospectus Guarantees (as defined below), with respect which are collectively referred to distributions and payments upon liquidation, redemption and otherwise pursuant to herein as the Capital “Securities.” The Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1May 21, 1995 2015 (the "INDENTURE"“Base Indenture”), between among the Company Issuers, certain subsidiaries of the Partnership named therein as guarantors and Wilmington Trust CompanyU.S. Bank, National Association, a national banking association and the original trustee under such indenture (the “Original Trustee”), as trustee amended by the Agreement of Resignation, Appointment and Acceptance, dated September 30, 2020 (the "DEBENTURE TRUSTEE"“Trustee Replacement Agreement”) pursuant to which the Original Trustee resigned as trustee thereunder and Regions Bank, an Alabama banking corporation, became the successor trustee thereunder (the “Trustee”), and as further amended and supplemented by the Twentieth Supplemental Indenture, to be dated as of December 7, 2023 (the “Supplemental Indenture”), among the Issuers, the Guarantors (as defined below) and the Trustee (the Base Indenture, as so amended and supplemented, being referred to herein as the “Indenture”). The Capital Securities payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees included in the Indenture (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter agreementof representations dated November 17, to be dated as of the Closing Time 2010 (the "“DTC Agreement"”) from the Issuers to the Depositary. This agreement (this “Agreement”), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement Agreement, the Indenture and this Agreement the Securities are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTS“Transaction Documents."”

Introductory. ComEd Financing III (the "TRUST")CSK Auto, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison CompanyInc., an Illinois Arizona corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Credit Suisse First Boston LLC, L▇▇▇▇▇ Brothers Inc., J.▇. ▇▇▇▇▇▇ Securities Inc., P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and Banc of America Securities LLC (the “Purchasers”) U.S. $225,000,000 principal amount of its 7% Senior Subordinated Notes due 2014 (“Offered Securities. The Capital Securities will ”) to be issued by under an indenture (the Trust “Indenture”), dated as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus Closing Date (as defined below), with respect to distributions among the Company, the guarantors named therein (each, a “Guarantor,” and payments upon liquidationcollectively, redemption the “Guarantors”) and otherwise pursuant to the Capital Securities Guarantee Agreement The Bank of New York, as trustee (the "Capital “Trustee”). The Offered Securities Guarantee"will be irrevocably and unconditionally guaranteed (the “Guarantees”) as to be dated as payment of the Closing Time principal, premium, if any, interest and Liquidated Damages (as defined below) between in the Company Indenture), if any, on a senior basis, jointly and Wilmington Trust Company as Trustee (severally by each of the "Guarantee Trustee")Guarantors. The Company proposes United States Securities Act of 1933 is herein referred to sell to as the underwriters named in Schedule II hereto “Securities Act.” Holders (the "Underwriters"including subsequent transferees) for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Offered Securities will be combined with have the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent registration rights set forth in the Prospectusregistration rights agreement (the “Registration Rights Agreement”), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Company’s 7% Senior Subordinated Notes due 2014 in a like aggregate principal amount of the Offered Securities as the Company issued under the Indenture, identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and the rights provided in the Registration Rights Agreement) and registered under the Securities Act (the “Exchange Securities”), with respect guarantees endorsed thereon by the Guarantors to distributions be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and payments upon liquidation, redemption the Guarantees thereof and otherwise (ii) a shelf registration statement pursuant to Rule 415 under the Common Securities Guarantee Agreement Act (the "COMMON SECURITIES GUARANTEE" “Shelf Registration Statement” and, together with the Capital Securities GuaranteeExchange Offer Registration Statement, the "GUARANTEES"), “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be dated as of declared and remain effective and usable for the Closing Time, made by periods specified in the Company, Registration Rights Agreement and will be used by to consummate the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the CompanyExchange Offer. The Designated Offered Securities and the Common Exchange Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."“Securities”. The Company hereby agrees with the several Purchasers as follows:

Introductory. ComEd Financing III World Omni Master Owner Trust (the "TRUSTIssuer" or the "Trust"), a statutory Delaware business trust organized under the Business Trust Act trust, WODFI LLC, a Delaware limited liability company (the "DELAWARE ACTTransferor") of the State of Delaware and World Omni Financial Corp. (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORSWorld Omni"), propose to issue a Florida corporation, hereby confirm their respective agreements with you [and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets each of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the other underwriters named in Schedule II hereto I hereto] (the "Underwriters") ), [for whom you are acting as Representative or Representatives representative (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated SecuritiesRepresentative"). The entire proceeds from the sale of the Designated Securities will be combined ], with the entire proceeds from respect to the sale by the Trust Issuer to the Company Underwriters of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and [__________] aggregate principal amount of [____%] [Floating Rate] Asset Backed Notes, as administrative trustees Class A (the "ADMINISTRATIVE TRUSTEESClass A Notes") and [___________] aggregate principal amount of [___%] [Floating Rate] Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes") under the terms and conditions herein contained. The Class A Notes will bear an annual percentage rate equal to [__]. The Class B Notes will bear an annual percentage rate equal to [__]. Simultaneously with the issuance and sale of the Notes as contemplated herein, the Issuer will also issue a Transferor Certificate (the "Transferor Certificate"), Wilmington evidencing the undivided ownership interest in the Issuer. The Issuer was created as a Delaware business trust under the Trust Company, as property trustee Agreement (the "PROPERTY TRUSTEETrust Agreement") ), dated as of November 22, 1999, between the Transferor and Chase Manhattan Bank Delaware, as Delaware owner trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trusteesin such capacity, the "TRUSTEESOwner Trustee"). The Subordinated Debentures Notes will be issued pursuant to an indenture, dated as of September 1November 22, 1995 1999 (the "INDENTUREIndenture"), between the Company Issuer and Wilmington ▇▇▇▇▇▇ Trust Company& Savings Bank, as indenture trustee (in such capacity, the "Indenture Trustee"), as supplemented by the Series 2000-1 Supplement (the "DEBENTURE TRUSTEESeries Supplement"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of February [__], 2000, between the Closing Time Issuer and the Indenture Trustee. The Notes will be secured by the Collateral pledged to the Indenture Trustee under the Indenture. The Collateral includes, among other things, wholesale receivables generated by World Omni from time to time in certain revolving financing arrangements with automobile dealers to finance their automobile, light duty truck and other motor vehicle inventory and collections on the Receivables. Certain Receivables existing at the opening of business on November 22, 1999 (the "DTC Initial Closing Date") have been, and substantially all Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by World Omni to the Transferor pursuant to the Receivables Purchase Agreement (the "RPA"), dated as of November 22, 1999, between World Omni and the Transferor. The Transferor has sold, assigned, transferred and conveyed such property to the Issuer pursuant to the Trust Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of November 22, 1999, among the TrustWorld Omni, the Property Trustee Transferor and DTCthe Issuer and the Issuer has pledged such property to the Indenture Trustee. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement. The Capital SecuritiesTrust Agreement, the Capital Securities Guarantee Sale and Servicing Agreement, the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the DeclarationSeries Supplement, the DTC RPA, the [Swap Agreement] and the Administration Agreement (the "Administrative Agreement"), dated as of November 22, 1999, among the Issuer, World Omni and this Agreement the Indenture Trustee, are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTSBasic Documents"."

Introductory. ComEd Financing III Duke Energy Capital Trust [ ], a Delaware statutory business trust (the "TRUSTTrust"), and Duke Energy Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois North Carolina corporation (the "COMPANY" and, together with the Trust, the "OFFERORSCorporation"), propose to that the Trust issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Underwriters named in Schedule A hereto (the "Underwriters") % Trust as ___% Capital Preferred Securities (liquidation amount of $____ $ per preferred security) ), representing preferred undivided beneficial interests in the assets of the Trust (the "Capital Preferred Securities"). The Capital Securities will be , guaranteed by the CompanyCorporation as to the payment of distributions and payments upon liquidation or redemption, to the extent described set forth in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Capital Securities GuaranteeGuarantee Trustee") ), to be dated as of the Closing Time Date (as defined belowin Section 3 hereof) between the Company and Wilmington Trust Company as Trustee (the "Guarantee TrusteeGuarantee"). The Company proposes to sell to , and the underwriters named Trust and the Corporation hereby agree with you as hereinafter set forth in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities")this Agreement. The entire proceeds from the sale of the Designated Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company Corporation of its common securities securities, representing common undivided beneficial interests in the assets of the Trust (the "COMMON SECURITIESCommon Securities"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____the Series % Junior Subordinated Deferrable Interest Debentures Notes due _______, 20__ (the "SUBORDINATED DEBENTURESNotes") to be issued by the CompanyCorporation. The Designated Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of TrustTrust Agreement, to be dated as of the Closing Time , (the "DECLARATIONTrust Agreement"), among the CompanyCorporation, as sponsorDepositor, __________ and __________the trustees named therein, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Companyincluding The Chase Manhattan Bank, as property trustee (the "PROPERTY TRUSTEEProperty Trustee") ), and Chase Manhattan Bank Delaware, as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEESDelaware Trustee"). The Subordinated Debentures Notes will be issued pursuant to an a Subordinated Indenture, dated as of December 1, 1997 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as supplemented to the date hereof and as to be supplemented by a supplemental indenture, dated as of September 1, 1995 (the "INDENTURE")Supplemental Indenture" and, between together with the Company Original Indenture as theretofore amended and Wilmington Trust Companysupplemented, as trustee (the "DEBENTURE TRUSTEEIndenture"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures Indenture are hereinafter sometimes collectively referred to herein as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTSCorporation Agreements."

Introductory. ComEd Financing III State Street Corporation, a Massachusetts corporation (the "TRUST"“Company”), and State Street Capital Trust III, a statutory business trust organized created under the Business Trust Act (the "DELAWARE ACT") laws of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Trust”), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together confirm their agreement with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified several Underwriters listed in Schedule I hereto (the "Designated “Underwriters”), for whom ▇▇▇▇▇▇▇, Sachs & Co. is acting as representative (the “Representative”) as follows: The Trust proposes to issue and sell 500,000 of the Trust’s 8.250% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities", liquidation amount $1,000 per security (the “Normal APEX”), as set forth or referred in the attachment to Schedule II hereto. The entire proceeds from of the sale of the Designated Securities will Normal APEX and of the common securities of the Trust (the “Trust Common Securities”) to be combined with the entire proceeds from the sale sold by the Trust to the Company are to be invested in $500,100,000 principal amount of its common securities the Company’s Remarketable 6.001% Junior Subordinated Debentures due 2042 (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"“Junior Subordinated Debentures”), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Junior Subordinated Debentures will be issued pursuant to an indentureIndenture, dated as of September 1December 15, 1995 1996 (the "INDENTURE"“Base Indenture”), between the Company and Wilmington Trust CompanyThe First National Bank of Chicago, as amended and supplemented by a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company and U.S. Bank National Association, as successor trustee (the "DEBENTURE TRUSTEE"“Trustee”) to be entered into at or before the Closing Date (as defined in Section 3 hereof). The Capital Securities issued in book-entry form Trust will be issued to Cede & Co. as nominee of The Depository Trust Company contemporaneously enter into ("DTC"i) a Stock Purchase Contract Agreement (the “Stock Purchase Contract Agreement”) with the Company, pursuant to which the Trust will agree to purchase 5,001 Stock Purchase Contracts (each a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"“Stock Purchase Contract”), among each having a stated amount of $100,000 and obligating the Trust to purchase from the Company, and the Company to sell to the Trust, subject to the Property Trustee terms hereof, one share of the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, $100,000 liquidation preference per share (the “Preferred Stock”), on the Stock Purchase Date provided for (and DTC. The Capital Securitiesas defined in) the Stock Purchase Contract Agreement, and (ii) a Collateral Agreement (the Capital Securities Guarantee and “Collateral Agreement”) with U.S. Bank National Association, as collateral agent (the “Collateral Agent”), under which the Trust will initially pledge the Junior Subordinated Debentures to secure its obligation to purchase Preferred Stock under the Stock Purchase Contracts. Capitalized terms used herein and not otherwise defined but that are hereinafter collectively referred to defined in the Statutory Prospectus (as defined in Section 2(a)), have the "PURCHASED SECURITIESmeanings specified in the Statutory Prospectus." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Signet Bank, a Virginia banking corporation ------------ ("Signet" or the "Seller"), proposes to cause Signet Student Loan Trust 1996-A (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACTTrust") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation $[ ] principal amount of its Floating Rate Class A-1 Asset Backed Notes and $____ per security) representing undivided beneficial interests in the assets [ ] principal amount of the Trust its Floating Rate Class A-2 Asset Backed Notes (collectively, the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities GuaranteeNotes") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II I hereto (the "Underwriters") for whom you (the "Representative") are acting as Representative or Representatives representative. The assets of the Trust include, among other things, a pool of student loans (the "RepresentativesInitial Financed Student Loans") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto certain monies due thereunder on and after [ ], 1996 (the "Designated SecuritiesCutoff Date"). Such Initial Financed Student Loans will be sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by the Seller pursuant to a sale agreement, dated as of [ ], 1996 (the "Loan Sale Agreement") among the Trust, the Seller and The First National Bank of Chicago, a national banking association, as eligible lender trustee (the "Eligible Lender Trustee"). Under certain circumstances after the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, may acquire additional student loans ("Additional Acquired Student Loans", together with the Initial Financed Student Loans, the "Financed Student Loans"). The entire proceeds from the sale of the Designated Securities will Financed Student Loans are to be combined with the entire proceeds from the sale serviced by the Trust to the Company of its common securities Signet as master servicer (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTCMaster Servicer") pursuant to a letter master servicing agreement, to be dated as of the Closing Time [ ], 1996 (the "DTC Master Servicing Agreement"), among the Trust, the Property Trustee Master Servicer and DTCthe Eligible Lender Trustee. The Capital SecuritiesNotes will be issued pursuant to an Indenture to be dated as of [ ], 1996 (as amended and supplemented from time to time, the Capital Securities Guarantee "Indenture"), between the Trust and The Bank of New York, a New York banking corporation, as indenture trustee (the "Indenture Trustee"). The Certificates will be issued pursuant to a trust agreement to be dated as of [ ], 1996 (the "Trust Agreement"), among the Seller, as Depositor, Signet Student Loan Corporation, a Virginia corporation (the "Company"), and the Subordinated Debentures are hereinafter collectively referred Eligible Lender Trustee. An individual residing in Delaware will be appointed as a co-trustee under the Trust Agreement pursuant to a co-trustee agreement, dated as of [ ], 1996 (the "PURCHASED SECURITIES." The IndentureCo- Trustee Agreement"), between such individual and the Eligible Lender Trustee. Simultaneously with the issuance and sale of the Notes as contemplated herein, the Declaration, Trust will issue $[ ] principal amount of its Floating Rate Asset Backed Certificates (the DTC Agreement "Certificates"). The Certificates will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement") between the Seller and this Agreement the Underwriters. The Notes and the Certificates are hereinafter referred to collectively as the "OPERATIVE DOCUMENTSSecurities."" Capitalized terms used and not otherwise defined herein shall have the meanings given to them in Appendix A hereto.

Introductory. ComEd Financing III Genesis Energy, L.P., a Delaware limited partnership (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Partnership”), and Commonwealth Edison CompanyGenesis Energy Finance Corporation, an Illinois a Delaware corporation (the "COMPANY" “Finance Corp.” and, together with the TrustPartnership, the "OFFERORS"“Issuers”), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities several underwriters named in Schedule A hereto (liquidation the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets Partnership’s 8.0% Senior Notes due 2027 (the “Add-On Notes”). BofA Securities, Inc. has agreed to act as the representative of the Trust several Underwriters (the "Capital Securities"). The Capital Securities will be guaranteed by “Representative”) in connection with the Company, to offering and sale of the extent described in Add-On Notes and the Prospectus Guarantees (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1May 21, 1995 2015 (the "INDENTURE"“Base Indenture”), between among the Company Issuers, the Guarantors (as defined below) and Wilmington Trust CompanyU.S. Bank, National Association, a national banking association and the original trustee under such indenture (the “Original Trustee”), as amended by the Agreement of Resignation, Appointment and Acceptance, dated September 30, 2020 pursuant to which the Original Trustee resigned as trustee thereunder and Regions Bank, an Alabama banking corporation, became the successor trustee thereunder (the "DEBENTURE TRUSTEE"“Trustee”), as further amended and supplemented by the Fifteenth Supplemental Indenture, dated as of December 17, 2020 (the “Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee (as so amended and supplemented, the “Indenture”). The Capital Securities Issuers have previously issued $750,000,000 aggregate principal amount of their 8.0% Senior Notes due 2027 (the “Existing Notes”) under the Indenture. The Add-On Notes and the Existing Notes are collectively referred to herein as the “Notes.” The Notes, together with the Guarantees, are referred to herein as the “Securities.” The Add-On Notes offered by the Issuers constitute an issuance of “Additional Notes” (as defined under the Indenture). Except as otherwise described in the Pricing Disclosure Package (as defined below), the Add-On Notes will have identical terms to the Existing Notes and will be treated as a single class of securities for all purposes under the Indenture. The payment of principal of, and premium, if any, and interest on, the Existing Notes are, and the Add-On Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees included in the Indenture (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Add-On Notes will be issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter agreementof representations dated November 17, to be dated as of the Closing Time 2010 (the "“DTC Agreement"”) from the Issuers to the Depositary. This agreement (this “Agreement”), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement Agreement, the Indenture and this Agreement the Securities are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTS“Transaction Documents."”

Introductory. ComEd Financing III ▇▇▇▇▇▇▇ Exploration Company, a Delaware corporation (the "TRUST"“Company”), a statutory business trust organized under the Business Trust Act agrees with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”), as representatives (the "DELAWARE ACT"“Representatives”) of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation several initial purchasers named on Schedule A hereto (the "COMPANY" and“Purchasers”) subject to the terms and conditions stated herein, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital the Purchasers U.S. $300,000,000 aggregate principal amount of its 6 7/8% Senior Notes due 2019 (“Offered Securities. The Capital Securities will ”) to be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust under an indenture (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee"“Indenture”) to be dated as of the Closing Time Date (as defined belowherein) between by and among the Company Company, the Guarantors (as defined herein) and Wilmington Trust Company ▇▇▇▇▇ Fargo Bank, N.A., as Trustee (the "Guarantee Trustee"herein so called). The Company proposes to sell Offered Securities will be unconditionally guaranteed as to the underwriters named in Schedule II hereto payment of principal and interest (the "Underwriters"“Guarantees”) for whom you are acting as Representative or Representatives by ▇▇▇▇▇▇▇, Inc., a Nevada corporation, and ▇▇▇▇▇▇▇ Oil & Gas, L.P., a Delaware limited partnership (each a “Guarantor” and, together, the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"“Guarantors”). The entire proceeds from the sale holders of the Designated Offered Securities will be combined with the entire proceeds from the sale by the Trust entitled to the Company benefits of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee a Registration Rights Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made Date by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ the Guarantors and __________, as administrative trustees the Purchasers (the "ADMINISTRATIVE TRUSTEES"“Registration Rights Agreement”), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between which the Company and Wilmington Trust Companythe Guarantors will agree to file with the Commission (a) a registration statement under the Securities Act (as defined herein) relating to a new series of notes and related guarantees (collectively, as trustee the “Exchange Securities”), which shall be substantially identical to the Offered Securities and the Guarantees (except that the "DEBENTURE TRUSTEE"). The Capital Exchange Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") shall have been registered pursuant to a letter agreementsuch registration statement and will not be subject to restrictions on transfer or contain additional interest provisions), to be dated as of offered in exchange for the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Offered Securities Guarantee and the Subordinated Debentures are hereinafter collectively Guarantees (such offer to exchange being referred to as the "PURCHASED SECURITIES." The Indenture“Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the DeclarationSecurities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Offered Securities. If the Company or the Guarantors fail to satisfy their obligations under the Registration Rights Agreement, they will be required to pay additional interest to the DTC Agreement holders of the Offered Securities under certain circumstances, as described therein. Each of the Company and this Agreement are hereinafter referred to collectively the Guarantors hereby agrees with the Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III Santander Drive Auto Receivables LLC, a Delaware limited liability company (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Seller” or “Depositor”), and Commonwealth Edison CompanySantander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with RBC Capital Markets, LLC (the "COMPANY" and“Representative”), together with as representative of the Trustseveral underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2022-6, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the "OFFERORS")Issuer, propose SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to issue and sell the funds on deposit from time to time Capital Securitiesin the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Capital Securities Issued Notes will be issued collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as ___% Capital Securities of the Closing Date (liquidation amount the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of $____ per security) representing undivided beneficial interests the Notes are set forth in the assets of Registration Statement (as defined below) and the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to distributions the execution and payments upon liquidationdelivery of this Underwriting Agreement, redemption the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and otherwise including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Capital Securities Guarantee Act, is referred to in this Underwriting Agreement (as the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). “Registration Statement.” The Company proposes to sell file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the underwriters named Notes and the method of distribution thereof. Prior to the date and time of the first Contract of Sale (as defined in Schedule II hereto Section 4(j) hereof) for the Notes (the "Underwriters"“Time of Sale”), the Seller had prepared (i) for whom you are acting Issuer Free Writing Prospectus(es) (as Representative defined in Section 16(a)(iii) hereof) issued at or Representatives prior to the Time of Sale and (ii) the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto Preliminary Prospectus, dated September 6, 2022 (the "Designated Securities"subject to completion). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be As used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEEherein," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")Structured Asset Securities Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" andDepositor"), together with proposes to form one or more trusts (the Trust"Trusts"), which will issue, from time to time, securities entitled Mortgage-Backed Notes (the "Notes") in one or more series (each a "Series"). Each Trust may issue one or more classes of Notes (each, a "Class") pursuant to an Indenture to be dated as of the respective cut-off date (each, a "Cut-off Date") as supplemented by one or more supplements to such Indenture (such Indenture, as supplemented, the "OFFERORSIndenture") between the related Trust and the indenture trustee named therein (the "Indenture Trustee"). Simultaneously with the issuance of the Notes, the Trust may issue Residual Interest Certificates (the "Certificates"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) each representing a fractional undivided beneficial interests ownership interest in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Companyrelated Trust, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee a separate Trust Agreement (the each, a "Capital Securities GuaranteeTrust Agreement") to be dated as of the Closing Time (as defined below) between respective Cut-off Date among the Company and Wilmington Trust Company as Trustee Depositor, the administrator named therein (the "Guarantee Administrator") and the owner trustee named therein (the "Owner Trustee"). The Company proposes Trusts will issue Notes on terms specified in the applicable Prospectus (as hereinafter defined). The Primary Assets (the "Primary Assets") of each Trust (the "Trust Fund") will consist of (a) fixed- or adjustable-rate, fully amortizing, conventional, first lien residential mortgage loans (the "Mortgage Loans"), (b) manufactured housing conditional sales contracts and installment loan agreements with respect to sell manufactured homes (the "Manufactured Home Loans") secured by new or used manufactured homes, (c) Private Mortgage-Backed Securities which may consist of mortgage pass-through or participation certificates, evidencing an undivided interest in a pool of mortgage loans, or collateralized mortgage obligations secured by mortgage loans, (d) mortgage loans (the "FHA Loans") insured by the Federal Housing Administration (the "FHA"), mortgage loans ("VA Loans") partially guaranteed by the Veterans Administration (the "VA") (collectively, the "FHA/VA Mortgage Loans") and certain related property to be conveyed to the underwriters named Trust by the Depositor, (e) participation certificates representing undivided ownership interests in Schedule II a pool of mortgage loans as described above, or (f) pass-through certificates guaranteed by the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal National Mortgage Association. The Primary Assets of each Trust will be transferred to the related Trust pursuant to a Sale and Servicing Agreement (the "Sale and Servicing Agreement"), with respect to each Series among the Depositor, the related Trust, the related Indenture Trustee and a master servicer to be identified in the prospectus supplement for each such Series (the "Master Servicer"). The Notes are more fully described in the Registration Statement (as defined herein), which the Depositor has furnished to you. Each Series of Notes and any Classes of Notes within such Series may vary as to, among other things, number and types of Classes, principal or notional amount, interest rate, the percentage interest, if any, evidenced by each Class in the payments of principal of and interest on, or with respect to, the Primary Assets held by the related Trust, priority of payment among Classes, credit enhancement with respect to the Primary Assets held by the related Trust Fund, the Classes of such Series subject to this Agreement, and any other terms contemplated by the Indenture or the Sale and Servicing Agreement with respect to the Notes of such Series. If and to the extent specified in the related Sale and Servicing Agreement, in addition to the Primary Assets conveyed to the Trust on the Closing Date (such Primary Assets so conveyed to the Trust at such time, the "Initial Primary Assets"), the Depositor shall be obligated to convey to the Trust, from time to time during the period commencing after the Closing Date and ending at the expiration of the period specified in such Sale and Servicing Agreement (each such period a "Pre-Funding Period") (the date of any such conveyance, a "Subsequent Transfer Date"), additional Primary Assets (any such additional Primary Assets so conveyed to the Trust through the Pre-Funding Period, the "Subsequent Primary Assets"). Each offering of the Notes to which this Agreement applies will be made pursuant to the Registration Statement through you or through an underwriting syndicate managed by you. Whenever the Depositor determines to form a Trust and to make such an offering of Notes, it will enter into an appropriate agreement (the "Terms Agreement"), a form of which is attached hereto as Exhibit A, providing for the sale of certain classes of such Notes to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the "Underwriters") for whom you are ," which term shall include you, whether acting as Representative or Representatives (the "Representatives") Capital Securities alone in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of such Notes, in which case any reference herein to you as the Designated Securities Representative of the Underwriters shall be deemed to refer to you in your individual capacity as Underwriter of the Notes, or as a member of an underwriting syndicate). Such Terms Agreement shall specify the undivided interest, principal or notional amount of each Class of the Notes to be issued, the Classes of Notes subject to this Agreement, the price at which such Classes of Notes are to be purchased by the Underwriters from the Depositor and the initial public offering price or the method by which the price at which such Notes are to be sold will be combined with determined. Each such offering of the entire proceeds from the sale Notes will be governed by this Agreement, as supplemented by the Trust to the Company of its common securities (the "COMMON SECURITIES")applicable Terms Agreement, as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon each Underwriter participating in the offering of such Notes. Capitalized terms not otherwise defined herein are hereinafter referred to collectively as defined in the "OPERATIVE DOCUMENTSSale and Servicing Agreement."

Introductory. ComEd Financing III (the "TRUST")Banc of America Funding Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORSCompany"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto Banc of America Securities LLC ("BAS" or the "UnderwritersUnderwriter") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the $1,156,229,100 aggregate principal amount and with the terms specified Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Designated SecuritiesOffered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class B-4, Class B-5 and Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated December 29, 2006 by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust Certificates are to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended a pooling and Restated Declaration of Trustservicing agreement, to be dated as of the Closing Time December 29, 2006 (the "DECLARATIONPooling and Servicing Agreement"), among the Company, as sponsordepositor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEETrustee"), and ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"). The Capital Securities issued in book-entry form Offered Certificates will be issued to Cede & Co. as nominee of in the denominations specified in Schedule I. The Depository Trust Company ("DTC") pursuant to a letter Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated December 29, 2006, by and between BAS, as of purchaser, and the Closing Time Company (the "DTC Purchase Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures ) are hereinafter collectively referred to herein as the "PURCHASED SECURITIESBasic Documents." The Indenture, Capitalized terms used herein that are not otherwise defined herein have the Declaration, meanings assigned thereto in the DTC Agreement Pooling and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTSServicing Agreement."

Introductory. ComEd Financing III (the "TRUST")Ethyl Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois Virginia corporation (the "COMPANY" and, together with the Trust, the "OFFERORSCompany"), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests several initial purchasers named in the assets of the Trust Schedule A hereto (the "Capital Purchasers"), for whom Credit Suisse First Boston LLC ("CSFB") is acting as representative (the "Representative"), U.S. $150,000,000 aggregate principal amount of the Company's 8.875% Senior Notes due 2010 (the "Offered Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") be issued under an indenture to be dated as of the Closing Time Date (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATIONIndenture"), among the Company, as sponsor, __________ and __________, as administrative trustees each of the domestic subsidiary guarantors named in Schedule D hereto (the "ADMINISTRATIVE TRUSTEESDomestic Guarantors"), Wilmington Trust Company, as property trustee each of the non-Swiss foreign subsidiary guarantors named in Schedule D hereto (the "PROPERTY TRUSTEENon-Swiss Foreign Guarantors"), each of the Swiss subsidiary guarantors named in Schedule D hereto (the "Swiss Guarantors" and, together with the Domestic Guarantors and Non-Swiss Foreign Guarantors, the "Guarantors") and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Delaware trustee Trustee. The Offered Securities will be guaranteed by each of the Guarantors, who will enter into a notation of guarantee (the each, a "DELAWARE TRUSTEE,Notation of Guarantee" and together with the Property Trustee and the Administrative Trusteestogether, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTCSubsidiary Guarantees") pursuant to a letter agreement, to be dated as the terms of the Closing Time (Indenture. As a result of the "DTC Agreement"), among the TrustSubsidiary Guarantees, the Property Trustee Offered Securities will be unconditionally guaranteed on a senior unsecured basis as to payment of principal, premium, if any, liquidated damages, if any, and DTCinterest by each of the Guarantors, unless otherwise specified herein. The Capital Securities, the Capital United States Securities Guarantee and the Subordinated Debentures are hereinafter collectively Act of 1933 is herein referred to as the "PURCHASED SECURITIESSecurities Act." Holders (including the Purchasers and their subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the Closing Date (as defined below), in substantially the form of Exhibit 1 hereto, for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to the Company's 8.875% Senior Notes due 2010 (the "Exchange Securities"), in a like aggregate principal amount as the Company issued under the Indenture and guarantees thereof by the Guarantors (the "Exchange Security Guarantees"), identical in all material respects to the Offered Securities and the Subsidiary Guarantees and registered under the Securities Act to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof and (ii) if applicable, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities, the Exchange Securities, the Subsidiary Guarantees and the Exchange Security Guarantees are referred to collectively herein as the "Securities." The Indenture, Company hereby agrees with the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively several Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III (the "TRUST")▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 7.75% Senior Notes due 2019 (the “Notes”). RBS Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, UBS Securities LLC and BNP Paribas Securities Corp. have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee will be issued pursuant to an indenture (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"“Indenture”), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ Date (as defined in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"Section 2 hereof), among the Company, the Guarantors (as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE"defined below) and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees▇▇▇▇▇ Fargo Bank, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNational Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter agreementof representations, to be dated as on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Time Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the "DTC Agreement"), among the TrustInitial Guarantors, the Property Trustee and DTC“Guarantors”) shall be deemed to be a Guarantor. The Capital Securities, the Capital Securities Guarantee Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities." ” The IndentureSecurities are being issued (i) to repurchase or redeem all or part of the Company’s 7¾% Senior Notes due 2013 (the “Existing Senior Notes”), (ii) to repay indebtedness outstanding under the DeclarationCompany’s revolving credit facility dated November 29, 2010, as amended and restated, supplemented or otherwise modified from time to time (the DTC Agreement and this Agreement are hereinafter referred to collectively “Existing Credit Facility”), and/or (iii) as otherwise set forth in the "OPERATIVE DOCUMENTS."Pricing Disclosure Package (as defined

Introductory. ComEd Financing III DUKE ENERGY CAPITAL TRUST [ ], a Delaware statutory ------------ business trust (the "TRUSTTrust"), and DUKE ENERGY CORPORATION, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois North Carolina corporation (the "COMPANY" and, together with the Trust, the "OFFERORSCorporation"), propose to that the Trust issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Underwriters named in Schedule I hereto (the "Underwriters") % Trust as ___% Capital Preferred Securities (liquidation amount of $____ 25 per preferred security) ), representing preferred undivided beneficial interests in the assets of the Trust (the "Capital Preferred Securities"). The Capital Securities will be , guaranteed by the CompanyCorporation as to the payment of distributions and payments upon liquidation or redemption, to the extent described set forth in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Capital Securities GuaranteeGuarantee Trustee") ), to be dated as of the Closing Time Date (as defined belowin Section 3 hereof) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "UnderwritersGuarantee") for whom and the Trust and the Corporation hereby agree with you are acting as Representative or Representatives (the "Representatives") Capital Securities hereinafter set forth in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities")this Agreement. The entire proceeds from the sale of the Designated Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company Corporation of its common securities securities, representing common undivided beneficial interests in the assets of the Trust (the "COMMON SECURITIESCommon Securities"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____the Series [ ] % Junior Subordinated Deferrable Interest Debentures Notes due _______, 20__ 20 (the "SUBORDINATED DEBENTURESNotes") to be issued by the CompanyCorporation. The Designated Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of TrustTrust Agreement, to be dated as of the Closing Time , 199 (the "DECLARATIONTrust Agreement"), among the CompanyCorporation, as sponsorDepositor, __________ and __________the trustees named therein. The Notes will be issued pursuant to a Subordinated Indenture, dated as administrative trustees of , 199 (the "ADMINISTRATIVE TRUSTEESOriginal Indenture"), Wilmington Trust Companybetween the Corporation and The Chase Manhattan Bank, as property trustee Trustee, as supplemented by a Supplemental Indenture, dated as of , 199 (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEESupplemental Indenture," and together with the Property Trustee and the Administrative TrusteesOriginal Indenture, the "TRUSTEESIndenture"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures Indenture are hereinafter sometimes collectively referred to herein as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTSCorporation Agreements."

Introductory. ComEd Financing III (the "TRUST")A▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time RBC Capital Securities. The Capital Securities will be issued by Markets Corporation (the Trust as ___% Capital Securities (liquidation “Initial Purchaser”) $95,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust its 9.0% Senior Notes due 2014 (the "Capital Securities"“Notes”). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 indenture (the "INDENTURE")“Indenture”) dated January 18, between 2006 among the Company Company, the Guarantors (as defined below) and Wilmington Trust CompanyW▇▇▇▇ Fargo Bank, N.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("“DTC"” or the “Depositary”) pursuant to a letter agreementDTC Blanket Letter of Representations, to be dated as of or prior to the Closing Date (as defined in Section 2) (the “DTC Agreement”), from the Company to the Depositary. The Company’s obligations under the Notes, the Exchange Notes (as defined below) and the Indenture will be, jointly and severally, unconditionally guaranteed, on a senior unsecured basis, by (i) each of the Company’s domestic subsidiaries as of the date hereof, which are listed on Schedule B hereto, and (ii) any subsidiary of the Company formed or acquired on or after the Closing Date that executes the Indenture or a supplemental indenture setting forth an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees included in the Indenture (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees thereof are herein collectively referred to as the “Exchange Securities.” The holders of the Securities will be entitled to the benefits of a registration rights agreement to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”) among the Company, the Guarantors and the Initial Purchaser, pursuant to which the Company and each of the Guarantors will agree to file with the Securities and Exchange Commission (the “SEC”), among under the Trustcircumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended, relating to an offer (the “Exchange Offer”) to exchange another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder, is referred to herein as the “Securities Act.” As more fully described in the Preliminary Offering Memorandum and in the Offering Memorandum (as each term is defined below), the Property Trustee and DTCCompany has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“DLS”), pursuant to a stock purchase agreement dated April 27, 2006. The Capital Securitiesacquisition by the Company of all of the outstanding capital stock in DLS, as described in the Preliminary Offering Memorandum and in the Offering Memorandum, is referred to herein as the “Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Capital Company will (i) offer and sell the Securities Guarantee contemplated by this Agreement; (ii) offer and sell the Common Stock pursuant to an underwriting agreement dated August 8, 2006 between the Company and the Subordinated Debentures underwriters named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the “Bank Credit Facility”). These transactions (but not including the offering of the Securities contemplated by this Agreement and the Preliminary Offering Memorandum or the Offering Memorandum) are hereinafter collectively referred to herein as the "PURCHASED SECURITIES“Transactions." ” The IndentureCompany understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Preliminary Offering Memorandum (as defined below) and agrees that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without registration with the SEC under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such resale or transfer is registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). The Company has prepared and delivered to the Initial Purchaser copies of a preliminary offering memorandum, dated July 26, 2006 (the “Preliminary Offering Memorandum”) for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. Promptly after this Agreement is executed by the parties hereto (the “Time of Execution”) and in any event no later than the second Business Day following the Time of Execution, the Declaration, Company will prepare and deliver to the DTC Agreement Initial Purchaser a final Offering Memorandum (the “Offering Memorandum”) which will consist of the Preliminary Offering Memorandum with only such changes therein as are required to reflect pricing information of the Notes. The Company and this Agreement are hereinafter referred to collectively the Guarantors hereby confirm their agreement with the Initial Purchaser as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the "TRUST"“Company”), a statutory business trust organized under agrees with the Business Trust Act initial purchasers named in Schedule A hereto (the "DELAWARE ACT"“Purchasers”) of subject to the State of Delaware (Chapter 38terms and conditions stated herein, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation Purchasers in the aggregate U.S.$1,000,000,000 principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust its 6.25% Senior Secured Notes due 2022 (the "Capital Securities"“Notes”). The Capital Securities will Notes shall be guaranteed by issued under an indenture dated as of February 1, 2013 (the Company, to the extent described in the Prospectus (as defined below“Base Indenture”), with respect to distributions between the Company and payments upon liquidationThe Bank of New York Mellon, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement as Trustee (the "Capital Securities Guarantee"“Trustee”) to as supplemented by a third supplemental indenture that will be dated as of November 25, 2013, relating to the Closing Time Notes (the “Third Supplemental Indenture”, and together with the Base Indenture, the “Indenture”). The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of TrustCommon Terms Agreement, to be dated as of the Closing Time May 28, 2013 (the "DECLARATION"“Common Terms Agreement”), among the Company, the Secured Debt Holder Group Representatives (as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"defined therein), Wilmington Trust Companythe Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as property trustee (defined therein), the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Common Security Trustee and the Administrative Trustees, the "TRUSTEES"Intercreditor Agent (as defined therein)). The Subordinated Debentures holders of the Notes will be issued pursuant entitled to an indenture, dated as the benefits of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be Registration Rights Agreement dated as of the Closing Time Date (as hereinafter defined) between the Company and the Purchasers (the "DTC “Registration Rights Agreement"”), among pursuant to which the TrustCompany agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered notes for the Notes or resale of the Notes under the Securities Act of 1933, as amended (the Property Trustee and DTC“Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”). The Capital Securities, Company hereby agrees with the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to Purchasers as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III Genesis Energy, L.P., a Delaware limited partnership (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Partnership”), and Commonwealth Edison CompanyGenesis Energy Finance Corporation, an Illinois a Delaware corporation (the "COMPANY" “Finance Corp.” and, together with the TrustPartnership, the "OFFERORS"“Issuers”), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities several underwriters named in Schedule A hereto (liquidation the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets Partnership’s 8.000% Senior Notes due 2033 (the “Notes”). ▇▇▇▇▇ Fargo Securities, LLC has agreed to act as the representative of the Trust several Underwriters (the "Capital Securities"). The Capital Securities will be guaranteed by “Representative”) in connection with the Company, to offering and sale of the extent described in Notes and the Prospectus Guarantees (as defined below), with respect which are collectively referred to distributions and payments upon liquidation, redemption and otherwise pursuant to herein as the Capital “Securities.” The Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1May 21, 1995 2015 (the "INDENTURE"“Base Indenture”), between among the Company Issuers, certain subsidiaries of the Partnership named therein as guarantors and Wilmington Trust CompanyU.S. Bank, National Association, a national banking association and the original trustee under such indenture (the “Original Trustee”), as trustee amended by the Agreement of Resignation, Appointment and Acceptance, dated September 30, 2020 (the "DEBENTURE TRUSTEE"“Trustee Replacement Agreement”) pursuant to which the Original Trustee resigned as trustee thereunder and Regions Bank, an Alabama banking corporation, became the successor trustee thereunder (the “Trustee”), and as further amended and supplemented by the Twenty-Second Supplemental Indenture, to be dated as of December 19, 2024 (the “Supplemental Indenture”), among the Issuers, the Guarantors (as defined below) and the Trustee (the Base Indenture, as so amended and supplemented, being referred to herein as the “Indenture”). The Capital Securities payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees included in the Indenture (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter agreementof representations dated November 17, to be dated as of the Closing Time 2010 (the "“DTC Agreement"”) from the Issuers to the Depositary. This agreement (this “Agreement”), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement Agreement, the Indenture and this Agreement the Securities are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTS“Transaction Documents."”

Introductory. ComEd Financing III CNX Midstream Partners LP, a Delaware limited partnership (the "TRUST"“Issuer”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes to issue and sell from time to time Capital the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $400,000,000 aggregate principal amount of the Issuer’s 4.750% Senior Notes due 2030 (the “Notes”). ▇▇▇▇▇ Fargo Securities, LLC has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee will be issued pursuant to an indenture (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"“Indenture”), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ Date (as defined in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"Section 2 hereof), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative TrusteesIssuer, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indentureGuarantors (as defined below) named therein as parties thereto and UMB Bank, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyN.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("“DTC"”) pursuant to a letter agreementof representations, to be dated as of on or before the Closing Time Date (the "“DTC Agreement"”), among the TrustIssuer, the Property Trustee and DTC. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Issuer formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”). The Notes and the Subordinated Debentures Guarantees are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities." The Indenture, the Declaration” This Purchase Agreement (this “Agreement”), the DTC Agreement Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents.” The Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 15, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex II (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter is executed and delivered, the Issuer will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). CNX Midstream GP LLC, a Delaware limited liability company and the sole general partner of the Issuer, is referred to collectively herein as the "OPERATIVE DOCUMENTS“General Partner."” CNX Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and CNX Midstream DevCo I LP, a Delaware limited partnership (“Anchor Subsidiary”), are sometimes collectively referred to herein as the “Operating Subsidiaries.” The Operating Subsidiaries, CNX Midstream DevCo I GP LLC, a Delaware limited liability company and general partner of Anchor Subsidiary (“Anchor Subsidiary GP”), CNX Midstream SP Holdings LLC (“Holdings”) and CNX Midstream Finance Corp., a Delaware corporation, are sometimes collectively referred to herein as the “Subsidiaries.” The Issuer and the Guarantors are herein collectively referred to as the “Obligors.” The Obligors and the General Partner are collectively referred to herein as the “Partnership Parties.” The Issuer, the General Partner and the Subsidiaries are collectively referred to herein as the “Partnership Entities.” CNX Resources Corporation, a Delaware corporation (“CNX”), is the parent of the Issuer. Each Partnership Party hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III Pinduoduo Inc., an exempted company incorporated in the Cayman Islands (“Company”) agrees with the "TRUST"Underwriters named in Schedule A hereto (“Underwriters”), a statutory business trust organized under subject to the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38terms and conditions stated herein, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital the Underwriters US$[ ] principal amount of [ ] % Convertible Senior Notes due 2025 of the Company (the “Firm Securities. The Capital Securities will ”) and also proposes to grant to the Underwriters an option to purchase an aggregate of up to an additional US$[ ] principal amount of its [ ] % Convertible Senior Notes due 2025 (the “Option Securities”), each to be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be under a base indenture dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee [ ], 2020 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"“Base Indenture”), between the Company and Wilmington Deutsche Bank Trust CompanyCompany Americas, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities issued in book-entry form will be issued to Cede & Co. , as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, supplemented by the Supplemental Indenture to be dated as of the Closing Time [ ], 2020 (the "DTC “Supplemental Indenture” and, together with the Base Indenture, as further amended or supplemented, the “Indenture”). The Firm Securities and the Option Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities.” The American Depositary Shares (the “ADSs”) to be issued upon conversion of the Offered Securities are to be issued pursuant to the deposit agreement dated July 25, 2018 (the “Deposit Agreement"”) among the Company, Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”), among and the Trustowners and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary under the Deposit Agreement and evidencing the ADSs. Each ADS will initially represent the right to receive four Class A ordinary shares of the Company, par value US$0.000005 per share of the Company (“Ordinary Shares”) deposited pursuant to the Deposit Agreement. This Agreement, the Property Trustee and DTC. The Capital SecuritiesIndenture, the Capital Securities Guarantee and the Subordinated Debentures Deposit Agreement, as each may be amended or supplemented from time to time, are hereinafter collectively referred to as the "PURCHASED SECURITIES“Transaction Documents." The Indenture” Concurrently with the issuance and offering of the Offered Securities, the DeclarationCompany is offering in an offering registered under the Act (as defined below) by means of a base prospectus as supplemented by a prospectus supplement an aggregate of [ ] ADSs (the “ADS Offering”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C., and BofA Securities, Inc. are acting as underwriters (collectively the DTC Agreement “ADS Offering Underwriters”) in the ADS Offering. The Company in the ADS Offering has granted the ADS Offering Underwriters an option to purchase up to an aggregate of [ ] additional ADSs. The Company in the ADS Offering and this Agreement are hereinafter referred the ADS Offering Underwriters will be entering into an underwriting agreement with respect to collectively the ADS Offering. The Company hereby agrees with the Underwriters as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III (the "TRUST")Liz Claiborne, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $205,000,000 aggregate principal amount of the Company’s 10.50% Senior Secured Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise issued pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES")an indenture, to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ Date (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, the Guarantors (as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE"defined below) and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the Company’s subsidiaries listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." ” The Securities are being issued to (i) finance the Company’s cash tender offer (the “Tender Offer”) for a portion of its 5.0% euro notes due July 2013 (the “Euro Notes”) and fees and expenses incurred in connection therewith; and (ii) use the remaining proceeds for general corporate purposes. The Tender Offer, the issuance and sale of the Notes, the issuance of the Guarantees and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Securities will be secured on a first-priority basis, subject to Permitted Liens (as defined in the Indenture), by first-priority liens on and security interests in the Notes Priority Collateral (as defined in the Indenture, the Declaration“Notes Priority Collateral”) and by second-priority liens on and security interests in the ABL Priority Collateral (as defined in the Indenture, the “ABL Priority Collateral” and, together with the Notes Priority Collateral, the “Collateral”) and documented by a security agreement, mortgages and other instruments evidencing or creating or purporting to create a lien or security interest (collectively, the “Security Documents”) in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee, the holders of the Securities and the holders of any Permitted Additional Pari Passu Obligations (as defined in the Preliminary Offering Memorandum)(the “Permitted Additional Pari Passu Obligations”). The liens on the Collateral securing the Securities will be subject to an Intercreditor Agreement, dated as of the Closing Date (the “Intercreditor Agreement”), by and between the Collateral Agent and JPMorgan Chase Bank, N.A. as collateral agent (the “ABL Collateral Agent”) under the Company’s Second Amended and Restated Credit Agreement dated as of May 6, 2010, among Liz Claiborne Inc., Mexx Europe B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the Lenders party thereto, the ABL Collateral Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent (the “ABL Facility”), and acknowledged by the Company and the Guarantors. This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Security Documents, the Intercreditor Agreement and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 28, 2011 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 1, 2011 and attached hereto as Schedule B (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter referred is executed and delivered, the Company will prepare and deliver to collectively each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the "OPERATIVE DOCUMENTS."case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III Buffets, Inc., a Minnesota corporation (the "TRUST"“Issuer”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several purchasers named in Schedule A hereto (the “Purchasers”) U.S. $300,000,000 principal amount of its 12 1/2% Senior Notes due 2014 (the “Offered Securities”). The Offered Securities will be issued under an indenture to be dated as of November 1, 2006 (the “Closing Date”) (the “Indenture”), a statutory business trust organized under among the Business Trust Act Issuer, the Subsidiary Guarantors (as hereinafter defined), Buffets Holdings, Inc. (“Holdings”) and U.S. Bank National Association, as trustee (the "DELAWARE ACT") “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” As part of the State transactions described in the Preliminary Offering Circular and Final Offering Circular (as hereinafter defined) (the “Transactions”), pursuant to the Agreement and Plan of Delaware Merger dated as of July 24, 2006, among the Issuer and Ryan’s Restaurant Group, Inc., a South Carolina corporation (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Ryan’s”), and Commonwealth Edison CompanyBuffets Southeast, an Illinois corporation Inc. (the "COMPANY" “Merger Subsidiary”) (the “Merger Agreement”), Ryan’s will merge (the “Merger”) with and into the Merger Subsidiary, with Ryan’s remaining as the surviving entity and a wholly-owned subsidiary of the Issuer. The Offered Securities will be unconditionally guaranteed (the “Guarantees”) on a senior basis by Holdings and the Issuer’s subsidiaries listed as such on Schedule B hereto (the “Subsidiary Guarantors”). Immediately after consummation of the Merger, the Offered Securities will be guaranteed on a senior basis by each of the Ryan’s subsidiaries listed on Schedule B-1 hereto (the “Ryan’s Guarantors” and, together with the TrustSubsidiary Guarantors and Holdings, the "OFFERORS"“Guarantors”). On the Closing Date upon consummation of the Merger, (i) the Ryan’s Guarantors will each execute counterparts to this Agreement (the “Purchase Agreement Counterparts”), propose and (ii) the Issuer, the Ryan’s Guarantors and the Trustee will enter into a supplemental indenture relating to issue and sell the Indenture (the “Supplemental Indenture”). In connection with the Transactions, the Issuer will enter into a Credit Facility Agreement among the Issuer, Holdings, the subsidiaries of the Issuer identified therein as guarantors, the lenders from time to time Capital Securitiesparty thereto and Credit Suisse as administrative agent, that will provide for a new credit facility in an aggregate principal amount of U.S. $640,000,000 (the “New Credit Facility”). The Capital Holders (including subsequent transferees) of the Offered Securities will be issued by have the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests registration rights set forth in the assets of the Trust registration rights agreement (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee"“Registration Rights Agreement”) to be dated as of the Closing Time Date, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined below) between in the Company Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer will agree to file with the Securities and Wilmington Trust Company as Trustee Exchange Commission (the "Guarantee Trustee"). The Company proposes to sell “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Offered Securities in the a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and with registered under the terms specified in Schedule I hereto Securities Act (the "Designated “Exchange Securities"”). The entire proceeds from , to be offered in exchange for the sale of Offered Securities (such offer to exchange being referred to as the Designated “Exchange Offer”) and (ii) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities Act (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" “Shelf Registration Statement” and, together with the Capital Securities GuaranteeExchange Offer Registration Statement, the "GUARANTEES"), “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be dated as of declared effective and cause such Registration Statements to remain effective and usable for the Closing Time, made by periods specified in the Company, Registration Rights Agreement and will be used by to consummate the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the CompanyExchange Offer. The Designated Offered Securities and the Common Exchange Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS“Securities."” This Agreement, the Purchase Agreement Counterparts, the Registration Rights Agreement, the Indenture and the Supplemental Indenture are referred to herein collectively as the “Operative Documents.” The Issuer hereby agrees with the several Purchasers as follows:

Introductory. ComEd Financing III WODFI LLC, a Delaware limited liability company (the ------------ "TRUSTTransferor") and World Omni Financial Corp. ("World Omni"), a statutory business trust organized under the Business Trust Act Florida corporation, hereby confirm their respective agreements with you (the "DELAWARE ACTUnderwriter") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant the sale by the Transferor to the Capital Securities Guarantee Underwriter of $23,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class B (the "Notes") of the World Omni Master Owner Trust (the "Issuer" or the "Trust") under the terms and conditions herein contained. The Issuer was created as a Delaware business trust under the Trust Agreement (the "Capital Securities GuaranteeTrust Agreement") to be ), dated as of the Closing Time (as defined below) November 22, 1999, between the Company Transferor and Wilmington Trust Company as Trustee Chase Manhattan Bank Delaware, a Delaware banking corporation (the predecessor-by-merger to Chase Manhattan Bank USA, National Association), as owner trustee (in such capacity, the "Guarantee Owner Trustee"). The Company proposes Notes will be issued pursuant to sell to the underwriters named in Schedule II hereto an Amended and Restated Indenture, dated as of April 6, 2000 (the "UnderwritersIndenture") for whom you are acting ), between the Issuer and BNY Midwest Trust Company, an Illinois banking corporation (as Representative or Representatives successor-in-interest to the corporate trust administration of ▇▇▇▇▇▇ Trust & Savings Bank), as indenture trustee (in such capacity, the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIESIndenture Trustee"), as guaranteed supplemented by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement Series 2001-1 Supplement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEESSeries Supplement"), to be dated as of the Closing TimeDate (as defined in Section 3 hereof), made between the Issuer and the Indenture Trustee. The Notes will be secured by the CompanyCollateral pledged to the Indenture Trustee under the Indenture. The Collateral includes, among other things, wholesale receivables generated by World Omni from time to time in certain revolving financing arrangements with automobile dealers to finance their automobile, light duty truck and will be used by other motor vehicle inventory and collections on the Trust to purchase $______ in aggregate principal amount Receivables. Certain Receivables existing at the opening of ____% Subordinated Deferrable Interest Debentures due _______business on November 22, 20__ 1999 (the "SUBORDINATED DEBENTURESInitial Closing Date") issued have been, and specified Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by World Omni to the Company. The Designated Securities and the Common Securities will be issued Transferor pursuant to the Amended and Restated Declaration of Trust, to be Receivables Purchase Agreement dated as of the Closing Time April 6, 2000, as amended by Amendment No. 1 thereto dated as of August 11, 2000 (the "DECLARATIONRPA")) between World Omni and the Transferor. The Transferor has sold, among assigned, transferred and conveyed and will continue to sell, assign, transfer and convey such property to the CompanyIssuer pursuant to the Amended and Restated Trust Sale and Servicing Agreement dated as of April 6, 2000 as sponsoramended by Amendment No. 1 thereto dated as of August 11, __________ and __________, as administrative trustees 2000 (the "ADMINISTRATIVE TRUSTEESSale and Servicing Agreement")) among World Omni, Wilmington the Transferor and the Issuer and the Issuer has pledged such property to the Indenture Trustee. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement. The Trust CompanyAgreement, as property trustee the Sale and Servicing Agreement, the Indenture, the Series Supplement, the RPA and the Administration Agreement (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEESAgreement"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1November 22, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement")1999, among the TrustIssuer, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee World Omni and the Subordinated Debentures Indenture Trustee are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTSBasic Documents"."

Introductory. ComEd Financing III (the "TRUST")CNX Resources Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $400,000,000 aggregate principal amount of the Company’s 7.250% Senior Notes due 2032 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the sole representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee will be issued pursuant to an indenture (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"“Indenture”), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ Date (as defined in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"Section 2 hereof), among the Company, the Guarantors (as sponsordefined below) named therein as parties thereto and UMB Bank, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyN.A., as trustee (in such capacity, the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("“DTC"”) pursuant to a letter agreementof representations, to be dated as of on or before the Closing Time Date (the "“DTC Agreement"”), among the TrustCompany, the Property Trustee and DTC. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”). The Notes and the Subordinated Debentures Guarantees are hereinafter collectively herein referred to as the "PURCHASED SECURITIES“Securities." ” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchasers copies of a Preliminary Offering Memorandum, dated February 12, 2024 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the DTC Agreement Company will prepare and this Agreement deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the Indenture (including the Guarantees set forth therein) are hereinafter collectively referred to collectively herein as the "OPERATIVE DOCUMENTS“Transaction Documents."” The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III United Rentals (the "TRUST"North America), Inc., a statutory business trust organized under the Business Trust Act Delaware corporation (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Company”), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together agrees with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters several Underwriters named in Schedule II A hereto (the "“Underwriters"”) for whom you are acting as Representative or Representatives representative (the "Representatives"“Representative”) Capital Securities in to issue and sell to the aggregate several Underwriters $1,000,000,000 principal amount of its 4.625% Senior Secured Notes due 2023 (the “Notes”). The Notes will be unconditionally guaranteed (each, a “Guaranty”) on a senior basis by United Rentals, Inc., a Delaware corporation and with parent of the terms specified in Company (“Holdings”), and each of the Company’s subsidiaries listed on Schedule I B hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" “Subsidiary Guarantors” and, together with the Capital Securities GuaranteeHoldings, the "GUARANTEES"“Guarantors”). The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued under an indenture, to be dated as of the Closing TimeMarch 26, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ 2015 (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, as sponsorthe Guarantors and ▇▇▇▇▇ Fargo Bank, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNational Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”) and as collateral agent (the “Notes Collateral Agent”). The Capital Securities issued in book-entry form Notes and the Guarantees are together referred to as the “Offered Securities”. Substantially concurrently with the issuance of the Offered Securities, the Company will issue and sell to the several Underwriters $800,000,000 principal amount of its 5.500% Senior Notes due 2025 (the “Senior Notes”). Pursuant to the terms of the Indenture, the Company and the Guarantors will be issued required, on the Closing Date (as defined herein), to Cede & Co. enter into each of the Notes Collateral Documents (as nominee defined in the General Disclosure Package) and cause the Notes Collateral Agent, for the benefit of The Depository Trust Company ("DTC") pursuant to a letter agreementthe holders of the Notes, to be dated granted valid and perfected liens on the Collateral (as defined in the General Disclosure Package) in order to secure the obligations of the Company and the Guarantors under the Notes and the Indenture. On the Closing Time Date, the Notes Collateral Agent, on behalf of the holders of the Notes, will enter into a joinder agreement (the "DTC “Joinder”) to the Intercreditor Agreement", dated March 9, 2012 (the “Intercreditor Agreement”), among the TrustNotes Collateral Agent, the Property Trustee and DTCthe agent under the Company’s Amended and Restated Credit Agreement, dated as of October 14, 2011, among Holdings, the Company, certain subsidiaries of the Company and the lenders referred to therein (as amended on December 16, 2011 and June 28, 2013, the “Credit Agreement”), and the Joinder will be acknowledged by the Company and the Guarantors. This Agreement, the Indenture and the Offered Securities are referred to herein as the “Operative Documents”. The Capital Securities, the Capital Securities Guarantee Company and the Subordinated Debentures are hereinafter collectively referred to Guarantors jointly and severally agree with the several Underwriters as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC follows: For purposes of this Underwriting Agreement and (this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."“Agreement”):

Introductory. ComEd Financing III (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison The Scotts Miracle-Gro Company, an Illinois Ohio corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇” or the “Representative”) and the other several initial purchasers named in Schedule A hereto (collectively with the Representative, the “Initial Purchasers”), $450,000,000 aggregate principal amount of its 4.500% Senior Notes due 2029 (the “Notes”). The Capital payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) each of the subsidiary guarantors named in Schedule B hereto and (ii) any subsidiary of the Company that executes an additional guarantee in accordance with the terms of the Indenture (as defined below) and their respective successors and assigns (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") an indenture to be dated as of the Closing Time Date (as defined belowin Section 3 hereof) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, as sponsor, __________ the Guarantors and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter of representations, dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Representative, pursuant to which the Company and the Guarantors will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Capital Securities, the Capital Securities Guarantee Exchange Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Exchange Securities." The Indenture” This Purchase Agreement (“Agreement”), the DeclarationRegistration Rights Agreement, the DTC Agreement Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 8, 2019 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 8, 2019 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter referred is executed and delivered, the Company will prepare and deliver to collectively as each Initial Purchaser a final offering memorandum dated the "OPERATIVE DOCUMENTSdate hereof (the “Final Offering Memorandum”)."

Introductory. ComEd Financing III (the "TRUST")The Greenbrier Companies, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORSCompany"), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests several Initial Purchasers named in the assets of the Trust Schedule A (the "Capital SecuritiesInitial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $175,000,000 aggregate principal amount of the Company's 8-3/8% Senior Notes due 2015 (the "Notes"). Banc of America Securities LLC and Bear, ▇▇▇▇▇▇▇ & Co. Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes (the "Offering"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures Notes will be issued pursuant to an indenture, to be dated as of September 1May 11, 1995 2005 (the "INDENTUREIndenture"), between among the Company Company, the Guarantors (as defined below) and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEETrustee"). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company (the "DTCDepositary") pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) among the Company, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time May 11, 2005 (the "DTC Registration Rights Agreement"), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The Capital Securitiespayment of principal of, premium and Liquidated Damages (as defined in the Registration Rights Agreement), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Autostack Corporation, an Oregon corporation, Greenbrier-Concarril, LLC, a Delaware limited liability company, Greenbrier Leasing Corporation, a Delaware corporation, Greenbrier Leasing Limited Partner, LLC, a Delaware limited liability company, Greenbrier Management Services, LLC, a Delaware limited liability company, Greenbrier Leasing, L.P., a Delaware limited partnership, Greenbrier Railcar, Inc., a Delaware corporation, Gunderson, Inc., an Oregon corporation, Gunderson Marine, Inc., a Oregon corporation, ▇▇▇▇▇▇▇▇▇ Rail Services, Inc., a Oregon corporation and Gunderson Specialty Products, LLC, a Delaware limited liability company and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Subordinated Debentures Guarantees endorsed thereon are hereinafter herein collectively referred to as the "PURCHASED SECURITIES." The Indenture, Notes"; and the Declaration, Exchange Notes and the DTC Agreement and this Agreement Guarantees endorsed thereon are hereinafter herein collectively referred to collectively as the "OPERATIVE DOCUMENTSExchange Notes". The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S"))."

Introductory. ComEd Financing III (the "TRUST")Energy XXI Gulf Coast, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 7.50% Senior Notes due 2021 (the “Notes”). Citigroup Global Markets Inc. and RBS Securities Inc. have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee will be issued pursuant to an indenture (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"“Indenture”), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ Date (as defined in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"Section 2 hereof), among the Company, the Guarantors (as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE"defined below) and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative TrusteesW▇▇▇▇ Fargo Bank, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNational Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”). The payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) Energy XXI (Bermuda) Limited, a limited exempt company organized under the laws of Bermuda (the “Parent”), and (ii) the Company’s subsidiaries listed on the signature page hereto (collectively, the “Subsidiaries” and, together with the Parent, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a letter agreement, Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” The Securities will be subject to a Registration Rights Agreement to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”) among the Company, the Initial Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below) (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and the guarantees of the Guarantors under the Indenture, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), among in reliance upon exemptions therefrom. Pursuant to the Trust, terms of the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, investors who acquire Securities shall be deemed to have agreed that the DeclarationSecurities may only be resold or otherwise transferred, after the DTC Agreement and this Agreement date hereof, if such Securities are hereinafter referred to collectively as registered for sale under the "OPERATIVE DOCUMENTSSecurities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”))."

Introductory. ComEd Financing III Santander Drive Auto Receivables LLC, a Delaware limited liability company (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Seller” or “Depositor”), and Commonwealth Edison CompanySantander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with BMO Capital Markets Corp. (the "COMPANY" and“Representative”), together with as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Drive Auto Receivables Trust 2021-3, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the "OFFERORS"“Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), propose by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to issue and sell the funds on deposit from time to time Capital Securitiesin the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Capital Securities Issued Notes will be issued collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as ___% Capital Securities of the Closing Date (liquidation amount the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of $____ per security) representing undivided beneficial interests the Notes are set forth in the assets of Registration Statement (as defined below) and the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number 333-228364), including a form of prospectus, as amended by pre-effective amendments no. 1 and no. 2 thereto, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to distributions the execution and payments upon liquidationdelivery of this Underwriting Agreement, redemption the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and otherwise including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Capital Securities Guarantee Act, is referred to in this Underwriting Agreement (as the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). “Registration Statement.” The Company proposes to sell file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities Notes and the Common Securities will be issued pursuant to the Amended and Restated Declaration method of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESdistribution thereof." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Santander Drive Auto Receivables LLC, a Delaware limited liability company (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Seller” or “Depositor”), and Commonwealth Edison CompanySantander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the "COMPANY" and“Representative”), together with as representative of the Trustseveral underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-1, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the "OFFERORS")Issuer, propose SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to issue and sell the funds on deposit from time to time Capital Securitiesin the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Capital Securities Issued Notes will be issued collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as ___% Capital Securities of the Closing Date (liquidation amount the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of $____ per security) representing undivided beneficial interests the Notes are set forth in the assets of Registration Statement (as defined below) and the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to distributions the execution and payments upon liquidationdelivery of this Underwriting Agreement, redemption the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and otherwise including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Capital Securities Guarantee Act, is referred to in this Underwriting Agreement (as the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). “Registration Statement.” The Company proposes to sell file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the underwriters named Notes and the method of distribution thereof. Prior to the date and time of the first Contract of Sale (as defined in Schedule II hereto Section 4(j) hereof) for the Notes (the "Underwriters"“Time of Sale”), the Seller had prepared (i) for whom you are acting Issuer Free Writing Prospectus(es) (as Representative defined in Section 16(a)(iii) hereof) issued at or Representatives prior to the Time of Sale and (ii) the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto Preliminary Prospectus, dated January 11, 2023 (the "Designated Securities"subject to completion). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be As used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEEherein," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Genesis Energy, L.P., a Delaware limited partnership (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Partnership”), and Commonwealth Edison CompanyGenesis Energy Finance Corporation, an Illinois a Delaware corporation (the "COMPANY" “Finance Corp.” and, together with the TrustPartnership, the "OFFERORS"“Issuers”), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities several underwriters named in Schedule A hereto (liquidation the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $750,000,000 aggregate principal amount of $____ per securitythe Partnership’s 6.75% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) representing undivided beneficial interests in has agreed to act as the assets representative of the Trust several Underwriters (the "Capital Securities"). The Capital Securities will be guaranteed by “Representative”) in connection with the Company, to offering and sale of the extent described in Notes and the Prospectus Guarantees (as defined below), with respect which are collectively referred to distributions and payments upon liquidation, redemption and otherwise pursuant to herein as the Capital “Securities.” The Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September 1May 21, 1995 2015 (the "INDENTURE"“Base Indenture”), between among the Company Issuers, the Guarantors (as defined below) and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”), as amended and supplemented by that certain fourth supplemental indenture, to be dated as of July 23, 2015 (the “Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee (as so amended and supplemented, the “Indenture”). The Capital payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” It is understood and agreed to by the parties hereto that on July 16, 2015, the Partnership and Enterprise Products Operating LLC, a Texas limited liability company (“EPO”), entered into a purchase and sale agreement (the “Purchase Agreement”), pursuant to which EPO agreed to sell, and the Partnership agreed to acquire (the “Acquisition”), (a) all of the equity interests in Cameron Highway Pipeline GP, L.L.C, a Delaware limited liability company, Enterprise GTM Offshore Operating, L.L.C., a Delaware limited liability company, Flextrend Development Company, L.L.C., a Delaware limited liability company, High Island Offshore System, L.L.C., a Delaware limited liability company, Enterprise SMR Holdings, LLC, a Delaware limited liability company, Moray Pipeline Company, L.L.C., a Delaware limited liability company, Poseidon Pipeline Company, L.L.C., a Delaware limited liability company, Enterprise Texas Pipeline (Offshore) LLC, a Texas limited liability company, and Enterprise GC (Offshore) LLC, a Texas limited liability company, (b) all of the equity interests representing limited partnership interests in Cameron Highway Pipeline I, L.P., a Delaware limited partnership (the entities described in clauses (a) and (b) above, the “Acquired Entities,” and the equity interests in the Acquired Entities, the “Acquired Equity Interests”), (c) all of the equity interests, which are directly or indirectly owned by one or more of the Acquired Entities, in Enterprise Offshore Development, LLC, a Delaware limited liability company, Deep Gulf Development, LLC, a Delaware limited liability company, Manta Ray Gathering Company, L.L.C., a Texas limited liability company, and Sailfish Pipeline Company, L.L.C., a Delaware limited liability company (the entities described in clause (c) above, the “Acquired Subsidiaries,” and the equity interests in the Acquired Subsidiaries, the “Acquired Subsidiary Equity Interests”), and (d) equity interests in the following joint ventures, which are directly or indirectly owned by one or more of the Acquired Entities and/or the Acquired Entity Subsidiaries: Atlantis Offshore, LLC, a Delaware limited liability company, Cameron Highway Oil Pipeline Company, a Delaware general partnership (“CHOPS”), Deepwater Gateway, L.L.C., a Delaware limited liability company, Independence Hub, LLC, a Delaware limited liability company, Neptune Pipeline Company, L.L.C., a Delaware limited liability company, Poseidon Oil Pipeline Company, L.L.C., a Delaware limited liability company (“Poseidon”), Southeast ▇▇▇▇▇▇▇▇ Canyon Pipeline Company, L.L.C., a Delaware limited liability company (“SEKCO”), Manta Ray Offshore Gathering Company, L.L.C., a Delaware limited liability company, and Nautilus Pipeline Company, L.L.C., a Delaware limited liability company (the entities described in clause (d) above, the “Acquired Joint Ventures,” and the equity interests in the Acquired Joint Ventures, the “Acquired Joint Venture Equity Interests”) (the Acquired Entities, the Acquired Subsidiaries, CHOPS and SEKCO, being collectively referred to herein as the “Subject Entities,” and the Acquired Equity Interests, Acquired Subsidiary Equity Interests and Acquired Joint Venture Equity Interests, the “Equity Interests”), for aggregate consideration of approximately $1.5 billion. Immediately following consummation of the Acquisition, the Subject Entities and any additional entities required to guarantee the Notes pursuant to the Indenture (collectively, the “Additional Guarantors”) will be joined as parties to this underwriting agreement (this “Agreement”) pursuant to a joinder agreement, the form of which is attached hereto as Exhibit A (the “Joinder Agreement”). From and after the time of execution of the Joinder Agreement, all references herein to the “Guarantors” will be deemed to include the Additional Guarantors. The Securities are being issued and sold as part of a financing of the Acquisition and the costs and expenses related to the Transactions (as defined below). In addition to the offering and sale of the Securities, the Partnership intends to finance the Transactions from the following sources: (i) a concurrent registered offering of the Partnership’s common units representing limited partner interests (the “Equity Offering”); and (ii) borrowings under the Partnership’s existing credit agreement. The Acquisition, the offering and sale of the Securities, the Equity Offering, the extensions of credit under the Partnership’s existing credit agreement and the payment of transaction costs are referred to herein collectively as the “Transactions.” The Notes will be issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement, to be dated as the Joinder Agreement (solely for purposes of such agreement at the Closing Time (the "DTC Agreement"time it is executed and delivered), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement Agreement, the Indenture and this Agreement the Securities are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTS“Transaction Documents."”

Introductory. ComEd Financing III (the "TRUST")ON Semiconductor Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Trust Company (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEESCI LLC," and together with the Property Trustee and the Administrative TrusteesCompany, the "TRUSTEESISSUERS"). The Subordinated Debentures will , propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PURCHASERS") U.S.$300,000,000 principal amount of their 12% Senior Secured Notes due 2008 ("OFFERED SECURITIES"), to be issued pursuant to under an indenture, dated as of September 1May 6, 1995 2002 (the "INDENTURE"), between among the Issuers, the subsidiaries of the Company and Wilmington Trust Companylisted on the signature pages hereof, as trustee guarantors (collectively, the "DEBENTURE TRUSTEEGUARANTORS")) and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Trustee. The Capital United States Securities issued in book-entry form will be issued to Cede & Co. as nominee Act of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively 1933 is herein referred to as the "PURCHASED SECURITIESSECURITIES ACT." The Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the DeclarationOffered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES" ), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guarantees (as defined below) thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the DTC "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and this Agreement to consummate the Exchange Offer. The Offered Securities and Exchange Securities are hereinafter referred to collectively as the "OPERATIVE SECURITIES". The Offered Securities and the guarantees of the Guarantors relating to the Offered Securities (the "GUARANTEES") will be, on the Closing Date (as hereinafter defined) or within a commercially reasonable time thereafter, secured on a second-priority basis by certain collateral (the "COLLATERAL") as described in the Offering Circular, and as will be more fully described in and pursuant to the Intercreditor Agreement (the "INTERCREDITOR AGREEMENT"), a certain Pledge Agreement (the "PLEDGE AGREEMENT"), a certain Security Agreement (the "SECURITY AGREEMENT"), a certain Collateral Assignment (the "COLLATERAL ASSIGNMENT" ), a certain Mortgage with respect to the Company's Maricopa, Arizona facility (the "AZ MORTGAGE") and a certain Mortgage with respect to the Company's East Greenwich, Rhode Island facility (the "RI MORTGAGE," and together with the AZ Mortgage, the "MORTGAGES"), each to be dated the Closing Date (as hereinafter defined) and delivered to ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as collateral agent (the "COLLATERAL AGENT"), granting a second-priority security interest on the Collateral for the benefit of the holders of the Offered Securities (collectively, the "SECURITY DOCUMENTS."). The offering of the Offered Securities is part of the refinancing transactions ("REFINANCING TRANSACTIONS") as described in the Offering Circular, pursuant to which an Amendment dated as of April 17, 2002 (the "CREDIT AGREEMENT AMENDMENT"), to the Credit Agreement, dated as of August 4, 1999, as amended and restated as of April 3, 2000 (as further amended, supplemented or otherwise modified from time to time, and together with the Credit Agreement Amendment, the "CREDIT AGREEMENT"), has been entered into by the Issuers with certain syndicate lenders. Pursuant to the Credit Agreement and the Credit Agreement Amendment, which will become effective upon the closing of the sale of the Offered Securities pursuant to this Agreement, and the security documents relating thereto, such syndicate lenders and certain other lenders (collectively, the "BANK LENDERS") do or will hold a first-priority security interest in the Collateral. Each of the Issuers and the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. ComEd Financing III First Potomac Realty Trust, a Maryland real estate investment trust (the "TRUST"“Company”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 6,500,000 of its common shares (the “Firm Shares”) of beneficial interest, par value $.001 per share (the “Common Shares”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 975,000 Common Shares (the “Option Shares”), as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Option Shares are collectively called the “Shares.” KeyBanc Capital Markets Inc. (“KBCM”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Shares. The Company is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), that serves as the Company’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), on July 1, 2011 an automatic shelf registration statement, as defined in Rule 405 under the Securities Act, on Form S-3 (File No. 333-175330), as amended by a post-effective amendment thereto filed on February 14, 2013, which registration statement contains a base prospectus relating to certain securities, including the Shares, to be issued by the Company from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"“Base Prospectus”). The Capital Securities will be guaranteed by the CompanySuch registration statement, including such post-effective amendment thereto and all other amendments thereto filed prior to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Applicable Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"herein defined), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively herein referred to as the "PURCHASED SECURITIES“Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act. The final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Shares, is herein referred to as the “Prospectus." ” The IndentureBase Prospectus, as supplemented by any preliminary prospectus supplement relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission after the Effective Date (as herein defined) of the Registration Statement or the issue date of any Preliminary Prospectus or the Prospectus under Rule 424(b) under the Securities Act, as the case may be, and prior to the termination of the offering of the Shares by the Underwriters. All references in this Underwriting Agreement (this “Agreement”) to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the Declaration“Exchange Act”), incorporated or deemed to be incorporated by reference in the DTC Agreement and this Agreement are hereinafter referred to collectively Registration Statement, such Preliminary Prospectus or the Prospectus, as the "OPERATIVE DOCUMENTS."case may be, at or after the execution and delivery of this Agreement. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Introductory. ComEd Financing III (the "TRUST")Cal Dive International, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" “Company”), proposes to sell to the several purchasers named in Schedule A (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, the respective aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2017 (the “Firm Notes”) set forth opposite each Initial Purchaser’s name in Schedule A. The Company also proposes to grant to the Initial Purchasers an option to purchase up to an additional $11,250,000 aggregate principal amount of its 5.00% Convertible Senior Notes due 2017 to cover overallotments (the “Optional Notes”). The Firm Notes and, if and to the extent such option is exercised, the Optional Notes are collectively called the “Notes”. The obligations of the Company pursuant to the Notes will be unconditionally guaranteed on a senior unsecured basis (the “Guarantees” and, together with the TrustNotes, the "OFFERORS"“Securities”), propose to issue jointly and sell from time to time Capital Securities. The Capital Securities will be issued severally, by the Trust as ___% Capital Securities (liquidation amount of $____ per securityx) representing undivided beneficial interests in the assets each of the Trust Company’s existing and future wholly owned domestic subsidiaries that guarantee the Company’s senior secured credit facilities or (y) if no such facilities exist, each of the Company’s existing and future wholly owned domestic subsidiaries (the "Capital Securities"“Guarantors”). The Capital Securities terms Representatives and Initial Purchasers shall mean either the singular or plural as the context requires. The Notes will be guaranteed convertible by the Companyholders thereof into cash, fully paid, non-assessable shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) or a combination of cash and shares of Common Stock, at the option of the Company and on the terms, and subject to the extent described conditions, set forth in the Prospectus Indenture (as defined below). As used herein, with respect to distributions and payments upon liquidation“Conversion Shares” means the shares of Common Stock, redemption and otherwise if any, into which the Notes are convertible. The Securities will be issued pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") an indenture to be dated as of the Closing Time Date (as defined belowin Section 2 hereof) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"“Indenture”) for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsorthe Guarantors and The Bank of New York Mellon, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyN.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Company understands that the Initial Purchasers propose to make an offering of the Securities issued on the terms and in book-entry form the manner set forth herein and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (“Subsequent Purchasers”) at any time after the date of this Agreement. The Securities will be issued offered and sold to Cede & Co. or through the Initial Purchasers without being registered under the Securities Act of 1933, as nominee of amended, and the rules and regulations promulgated thereunder (the “Securities Act”), in reliance upon an exemption therefrom. The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as terms of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures Indenture will require that investors that acquire Securities expressly agree that Securities (and any Conversion Shares) may only be resold or otherwise transferred, after the date hereof, if such Securities (or Conversion Shares, if any) are hereinafter collectively referred to as registered for sale under the "PURCHASED SECURITIESSecurities Act or if an exemption from the registration requirements of Securities Act is available (including the exemption afforded by Rule 144A (“Rule 144A”) thereunder)." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Neenah Foundry Company, a Wisconsin corporation (the “Company”), hereby agrees to issue to you, at the time set forth in this Agreement, U.S.$75,000,000 of the Company’s 121/2% Senior Subordinated Notes due 2013 (the “New Subordinated Notes”) in exchange for an equal principal amount of the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes"TRUST) that you now own. The New Subordinated Notes will be substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the New Subordinated Notes, the Company will also issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse") U.S. $225,000,000 91/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the “Senior Notes Purchase Agreement") dated December 15, 2006, a copy of which is attached hereto as Schedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally (the “Guarantees”), by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in the form of Indenture attached to and incorporated by reference into the New Subordinated Notes (the “Indenture"). Our Wholly Owned Domestic Restricted Subsidiaries are collectively referred to as the “Guarantors” herein. The New Subordinated Notes and the Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively referred to as the “Exchanged Securities.” The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the Exchanged Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), to be dated the date hereof, for so long as such Exchanged Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in all material respects to the Exchanged Securities and registered under the Securities Act (the “Registered Exchange Securities"), to be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange Offer”) or, in certain circumstances (ii) a statutory business trust organized shelf registration statement pursuant to Rule 415 under the Business Trust Securities Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" “Shelf Registration Statement” and, together with the TrustExchange Offer Registration Statement, the "OFFERORS"“Registration Statements”) relating to the resale by certain holders of the Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.” The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount together with a related solicitation of $____ per security) representing undivided beneficial interests in the assets of the Trust consents (the "Capital Securities"“Consent Solicitation”). The Capital Securities will be guaranteed by the Company, to the extent as further described in the Prospectus (as defined below)Offer to Purchase and Consent Solicitation Statement dated December 15, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement 2006 (the "Capital Securities Guarantee") “Offer to be dated as of the Closing Time (as defined below) between the Company Purchase and Wilmington Trust Company as Trustee (the "Guarantee Trustee"Consent Solicitation Statement”). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the also has negotiated an Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), Loan and Security Agreement among the Company, as sponsorBorrower, __________ and __________Bank of America, N.A., as administrative trustees Agent, the other parties named therein and the Lenders named therein (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"“New Credit Agreement”). The Subordinated Debentures will be issued pursuant closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement. The Company also plans to an indenture, dated as of September 1, 1995 redeem (the "INDENTURE"), between “Redemption”) its 13% Notes that remain outstanding after completion of the Company and Wilmington Trust Company, as trustee exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the "DEBENTURE TRUSTEE"“13% Notes Indenture”). The Capital Securities issued in book-entry form Redemption will be issued to Cede & Co. occur as nominee soon as practicable following the purchase of The Depository Trust Company ("DTC") at least a majority of the 2010 Notes pursuant to a letter agreementthe Tender Offer and the Consent Solicitation, to be dated as the closing of the Closing Time (sale of the "DTC Senior Notes, and the closing of the New Credit Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee Company and the Subordinated Debentures are hereinafter collectively referred to Guarantors hereby agree with Tontine as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III AK Steel Corporation, a Delaware corporation (“Company”), AK Steel Holding Corporation (the "TRUST"“Parent”), a statutory business trust organized under AK Tube LLC (“AK Tube”) and AK Steel Properties, Inc. (“AK Properties,” and together with AK Tube, the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), “Subsidiary Guarantors” and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the TrustParent, the "OFFERORS"“Guarantors”), propose agree with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell from time to time Capital the several Underwriters $380,000,000 principal amount of the Company’s 7.50% Senior Secured Notes due 2023 (the “Offered Securities. The Capital Securities will ”), to be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES")under that certain indenture, to be dated as of the Closing Time, made by Date between the Company, the Guarantors and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______U.S. Bank National Association, 20__ as Trustee (the "SUBORDINATED DEBENTURES") issued by the Company“Indenture”). The Designated Securities and the Common Offered Securities will be issued pursuant to guaranteed on an unsecured, senior basis by the Amended Parent and Restated Declaration of Truston a senior secured basis by each Subsidiary Guarantor (each guarantee, to a “Guarantee” and collectively, the “Guarantees”). The Offered Securities will be dated as secured by first priority liens on all of the Closing Time real property, plant and equipment (other than certain excluded property) of the Company and the Subsidiary Guarantors (the "DECLARATION"“Notes Collateral”) as more particularly described in the General Disclosure Package (as defined herein) and secured by certain mortgages and deeds of trust (the “Mortgages”) and security agreements and other instruments evidencing or creating a security interest (each such Mortgage and security agreement and other instrument listed on Schedule C hereto, the “Security Agreements”), among the Companyin favor of U.S. Bank National Association, as sponsorcollateral agent (in such capacity, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"“Collateral Agent”), Wilmington Trust Company, as property trustee (for its benefit and the "PROPERTY TRUSTEE") and as Delaware trustee (benefit of the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, holders of the "TRUSTEES")Offered Securities. The Subordinated Debentures proceeds of the Offered Securities will be issued pursuant used, together with cash on hand and/or borrowings from the Company’s revolving credit facility, to an indenture, dated as of September 1, 1995 refinance the Company’s 8.750% Senior Secured Notes due 2018 (the "INDENTURE"“Existing Senior Notes”), between as described in the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESGeneral Disclosure Package." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Structured Mortgage Trust 1997-1, a Delaware business trust (the "TRUSTIssuer"), a statutory business trust organized under proposes, subject to the Business Trust Act terms and conditions stated herein, to sell to Bear, Stearns & Co. Inc., as in▇▇▇▇▇ purchaser (the "DELAWARE ACTInitial Purchaser") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation approximately $199,893,850 aggregate principal amount of Collateralized Notes (the "COMPANY" and, together with the Trust, the Notes"OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust classes listed on Annex I attached hereto (the each a "Capital SecuritiesClass"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures Notes will be issued pursuant to an indenture, Indenture to be dated as of September 1March 27, 1995 1997 (the "INDENTUREIndenture") by and between the Issuer and State Street Bank and Trust Company, a Massachusetts banking corporation, as Trustee (the "Trustee"). The Notes will be secured by and interest and principal of the Notes will be paid out of the cash flow (commencing with the March 1997 payments) from certain subordinated mortgage-backed securities as set forth on Exhibit A attached hereto (the "Collateral"). The Collateral will be transferred from Asset Investors Corporation, a Maryland corporation (the "Company"), between to Asset Investors Secured Financing Corporation, a Delaware corporation organized by the Company as a special purpose entity (the "SPE"), pursuant to a Pooled Certificate Transfer Agreement to be dated as of March 26, 1997 (the "AIC/SPE Transfer Agreement") and from the SPE to the Issuer pursuant to the Trust Agreement referred to below and subsequently, pursuant to the Indenture, pledged by the Issuer to the Trustee to hold on behalf of the holders of the Notes, as described in the Memoranda (as defined below). The Issuer has been established pursuant to the Trust Agreement (the "Trust Agreement") dated as of March 26, 1997 among the Company, the SPE and Wilmington Trust Company, as owner trustee (the "DEBENTURE TRUSTEEOwner Trustee"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as In connection with the sale of the Closing Time Notes, the Company and the Issuer are preparing, in consultation with the Initial Purchaser, upon execution of this Agreement, a confidential offering memorandum (the "DTC AgreementMemorandum"), describing, among the Trustother things, the Property Trustee Notes. Such Memorandum, including any revisions, amendments or supplements thereto and DTC. The Capital Securitiesany accompanying exhibits, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively herein referred to as the "PURCHASED SECURITIESMemoranda." The Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III Gladstone Investment Corporation, a Delaware corporation (the "TRUST"“Company”), Gladstone Management Corporation, a statutory business trust organized under the Business Trust Act Delaware corporation (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Adviser”), and Commonwealth Edison Gladstone Administration LLC, a Delaware limited liability company (the “Administrator”) each confirms the agreement with Jefferies & Company, an Illinois corporation Inc. (“Jefferies”) and each of the several underwriters named in Schedule A (the "COMPANY" and, together “Underwriters”) with respect to the Trust, the "OFFERORS"), propose to issue issuance and sell from time to time Capital Securities. The Capital Securities will be issued sale by the Trust as ___% Capital Securities (liquidation amount Company to the several underwriters of $____ per security) representing undivided beneficial interests in the assets an aggregate of the Trust 4,000,000 shares (the "Capital Securities"“Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The Capital Securities will 4,000,000 Shares to be guaranteed sold by the CompanyCompany are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 600,000 Shares as provided in Section 3. The additional 600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent described such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies has agreed to act as representative of the Underwriters (in such capacity, the Prospectus “Representative”) in connection with the offering and sale of the Offered Shares. The Company has entered into an Investment Advisory and Management Agreement, dated as of June 22, 2005 (as defined belowthe “Investment Advisory Agreement”), with respect to distributions the Adviser under the Investment Advisers Act of 1940, as amended, and payments upon liquidationthe rules and regulations thereunder (collectively, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"“Advisers Act”). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to has entered into an indentureAdministration Agreement, dated as of September 1June 22, 1995 2005 (the "INDENTURE"“Administration Agreement”), between with the Administrator. The Company has prepared and Wilmington Trust Companyfiled with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2, File No. 333-181879, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as trustee amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "DEBENTURE TRUSTEE"“Securities Act”). The Capital Securities issued in book-entry form will , including all documents incorporated or deemed to be issued incorporated by reference therein and any information deemed to Cede & Co. as nominee be a part thereof at the time of The Depository Trust Company ("DTC") effectiveness pursuant to a letter agreementRule 430A or Rule 430B under the Securities Act, to be dated as of is called the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."“Registration

Introductory. ComEd Financing III (the "TRUST")Conn’s, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 7.250% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September July 1, 1995 2014 (the "INDENTURE"“Indenture”), between among the Company Company, the Guarantors (as defined below) and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued initially only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), between the Company and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time July 1, 2014 (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes, except with respect to limitations on the transfer thereof and any provisions for additional interest thereon (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use their best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities (as defined below) and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees related thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities." The Indenture” On or prior to the Closing Date, the DeclarationCompany will enter into an amendment (the “ABL Facility Amendment”) to the Second Amended and Restated Loan and Security Agreement dated as of September 26, 2012 (as previously amended and as so amended, the “ABL Facility”), among the Company and its subsidiaries party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders from time to time party thereto, as described in the Pricing Disclosure Package (as defined below). This Agreement, the Registration Rights Agreement, the DTC Agreement Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (as defined below) (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 23, 2014 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 26, 2014 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter referred is executed and delivered, the Company will prepare and deliver to collectively as each Initial Purchaser a final offering memorandum dated the "OPERATIVE DOCUMENTSdate hereof (the “Final Offering Memorandum”)."

Introductory. ComEd Financing III (the "TRUST")Credit Suisse First Boston Mortgage Securities Corp., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" andDepositor"), together with proposes to form one or more real estate mortgage investment conduits (the "Trust"), which will issue certain securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C2 and including the classes thereof specified on Schedule I hereto (the classes of such securities so specified on Schedule I hereto, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital SecuritiesCertificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The Capital Securities terms on which the Trust will issue the Certificates will be guaranteed by the Company, to the extent described specified in the Prospectus (as defined belowherein). The property of the Trust will consist of a pool of 207 fixed rate mortgage loans, secured by multifamily and commercial properties (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. (the "Column Mortgage Loan Seller") and KeyBank National Association (in such capacity, the "Key Mortgage Loan Seller" and together with the Column Mortgage Loan Seller, the "Mortgage Loan Sellers"), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to those certain Mortgage Loan Purchase Agreements, each dated as of May 1, 2007 (the "Mortgage Loan Purchase Agreements"), and will be serviced by KeyCorp Real Estate Capital Securities Guarantee Markets, Inc., as master servicer (in such capacity, the "Key Master Servicer") and Wachovia Bank, National Association, as master servicer (the "Wachovia Master Servicer" and together with the Key Master Servicer, the "Master Servicers"), and if and when necessary ING Clarion Partners, LLC as special servicer (the "Special Servicer"), pursuant to that certain Pooling and Servicing Agreement (the "Capital Securities GuaranteePooling and Servicing Agreement") to be ), dated as of May 1, 2007, by and among the Closing Time (Depositor, the Master Servicers, the Special Servicer and ▇▇▇▇▇ Fargo Bank, N.A., as defined below) between the Company and Wilmington Trust Company as Trustee trustee (the "Guarantee Trustee"), and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Company proposes to sell Mortgage Loans will be transferred to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the CompanyTrust, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities Certificates will be issued pursuant to the Amended Pooling and Restated Declaration of Trust, to be dated as Servicing Agreement. The offering of the Closing Time Certificates made pursuant to the Registration Statement (as defined below) will be made through you as underwriters. This Agreement provides for the sale of such Certificates to, and the purchase and offering thereof by, you, as underwriters (the "DECLARATIONUnderwriters" and, individually, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement, the Classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The offering of the Certificates will be governed by this Agreement. At or prior to the time when sales to purchasers of the Certificates were first made, which was approximately 2:00 p.m. on April 27, 2007 (the "Time of Sale"), among the CompanyDepositor had prepared the following information (collectively, as sponsorthe "Rule 159 Information"): (i) the Depositor's Free Writing Prospectus dated April 13, __________ and __________, as administrative trustees 2007 (the cover page of which is attached hereto as Annex A) (as modified on April 26, 2007 by the Update to Free Writing Prospectus dated April 26, 2007) to the Depositor's Prospectus dated April 10, 2007, (ii) the term sheet dated April 13, 2007, relating to the Certificates, and (iii) certain other "ADMINISTRATIVE TRUSTEESfree-writing prospectuses" (as defined pursuant to Rule 405 under the 1933 Act) (each of items (i) through (iii), a "Free Writing Prospectus"). If, Wilmington Trust Companysubsequent to the date of this Agreement, as property trustee the Depositor and the Underwriters determine that such information included an untrue statement of material fact or omitted 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 and terminate their old purchase contracts and enter into new purchase contracts with investors in the Certificates, then "Rule 159 Information" will refer to the information conveyed to purchasers at the time of entry into the first such new purchase contract, including any information that corrects such material misstatements or omissions (the "PROPERTY TRUSTEECorrective Information") and as Delaware trustee ("Time of Sale" will refer to the "DELAWARE TRUSTEE," time and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESdate on which such new purchase contracts were entered into." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")Laredo Petroleum, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" “Company”), proposes to issue and sell to the several Underwriters (collectively, the “Underwriters”) named in Schedule A attached to this underwriting agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the Company’s 9.500% Senior Notes due 2025 (the “2025 Notes”) and $400,000,000 aggregate principal amount of the Company’s 10.125% Senior Notes due 2028 (the “2028 Notes” and, together with the Trust2025 Notes, the "OFFERORS"“Notes”). BofA Securities, Inc. has agreed to act as the representative of the Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Laredo Midstream”), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Trust Company (“Garden City” and collectively with Laredo Midstream, the “Initial Guarantors”), and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the "Capital Securities"“Guarantees”). The Capital Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will be guaranteed by have terms and provisions that are summarized in the Company, to Pricing Disclosure Package (as defined below) as of the extent described in Time of Sale (as defined below) and the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee")date hereof. The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures Notes will be issued pursuant to an indenture, dated as of September 1March 18, 1995 2015 (the "INDENTURE"“Original Indenture”), between among the Company Company, as the issuer of the Notes, the Initial Guarantors, as the guarantors of the Notes, and Wilmington Trust CompanyW▇▇▇▇ Fargo Bank, National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities issued in book-entry form will be issued , as supplemented by the Second Supplemental Indenture, with respect to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreementthe 2025 Notes, to be dated as of the Closing Time Date (the "DTC Agreement"“Second Supplemental Indenture”), among and as supplemented by the TrustThird Supplemental Indenture, with respect to the Property Trustee and DTC. The Capital Securities2028 Notes, to be dated as of the Capital Securities Guarantee Closing Date (the “Third Supplemental Indenture” and, together with the Original Indenture and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Second Supplemental Indenture, the Declaration“Indenture”). This Agreement, the DTC Agreement Securities and this Agreement the Indenture are hereinafter each referred to herein individually as a “Debt Document” and collectively as the "OPERATIVE DOCUMENTS“Debt Documents."” Each of the Laredo Parties hereby confirms its agreement with the Underwriters as follows:

Introductory. ComEd Financing III (the "TRUST")Actuant Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois Wisconsin corporation (the "COMPANY" “Company”), proposes, upon the terms and subject to the conditions of this Agreement to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2022 (the “Notes”). The Company’s payment obligations with respect to the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the TrustNotes, the "OFFERORS"), propose to issue and sell from time to time Capital “Securities. The Capital Securities will be issued ”) on a senior unsecured basis initially by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets each of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions ’s direct and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in indirect domestic subsidiaries listed on Schedule II B hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" “Guarantors” and, together with the Capital Securities GuaranteeCompany, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"“Issuers”). The Subordinated Debentures Securities will be issued pursuant to an indenture, dated as of September 1April 16, 1995 2012 (the "INDENTURE"“Indenture”), between among the Company Issuers and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a rider to a blanket letter agreementof representations, to be dated as of on or before the Closing Time Date (as defined in Section 2 hereof) (the "“DTC Agreement"”), among the TrustCompany, the Property Guarantors, the Trustee and DTCthe Depositary. The Capital Securitiesholders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of April 16, 2012 (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and guaranteed on a senior unsecured basis by the Guarantors (the “Exchange Guarantees” and, together with the Exchange Notes, the Capital “Exchange Securities”) to be offered in exchange for the Securities Guarantee (the “Exchange Offer”) and (ii) to the Subordinated Debentures extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. In connection with the issuance of the Notes, the Company has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 6 7/8% Senior Notes due 2017 (the “2017 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase dated as of April 2, 2012 (the “Offer to Purchase”). The net proceeds from the sale of the Securities will be used to fund the purchase of the 2017 Notes pursuant to the Tender Offer and pay related fees and expenses. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when the sales of the Securities are hereinafter collectively made is referred to as the "PURCHASED SECURITIES." “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 2, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 2, 2012 (the “Pricing Supplement”) a true and correct copy of which is attached as Annex II hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the DTC Agreement Company will prepare and this Agreement are hereinafter referred deliver to collectively each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the "OPERATIVE DOCUMENTS."case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantors hereby confirm their agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III JAWS Wildcat Acquisition Corporation, a Cayman Islands exempted company (the "TRUST"“Company”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together agrees with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the several underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (collectively, the "Designated “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several Underwriters 25,000,000 Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities"”). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust Company also proposes to grant to the Company of its common securities Underwriters an option to purchase up to 3,750,000 additional Ordinary Shares to cover over-allotments, if any (the "COMMON SECURITIES"), as guaranteed by “Option Securities”; the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" andOption Securities, together with the Capital Securities GuaranteeUnderwritten Securities, being hereinafter called the “Securities”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the "GUARANTEES"term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing TimeDate (as defined below) (the “Trust Agreement”), made by with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Shares (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and will be used by the Trust to purchase $______ in aggregate principal amount holders of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Firm Securities and the Common Option Securities, if and when issued. The Company has entered into a Securities will be issued Subscription Agreement, dated January 19, 2021 (the “Founder’s Purchase Agreement”), with Wildcat Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Amended Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Securities except as described in the Registration Statement, the Statutory Prospectus and Restated Declaration the Prospectus. The Company has entered into a Private Placement Shares Purchase Agreement, dated as of Trustthe date hereof (the “Share Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 725,000 Ordinary Shares (or up to 800,000 Ordinary Shares if the over-allotment option is exercised in full), at a price of $10.00 per share (the “Private Placement Shares”). The Private Placement Shares are substantially similar to the Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Time Date (the "DECLARATION"“Registration and Shareholder Rights Agreement”), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee Sponsor and the Administrative Trusteesother parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares and the Ordinary Shares underlying the Founder Shares, the "TRUSTEES")Private Placement Shares and Ordinary Shares that may be issued upon conversion of certain working capital loans, if any. The Subordinated Debentures will Company has caused to be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company duly executed and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to delivered a letter agreement, to be dated as of the Closing Time date hereof (the "DTC Agreement"“Insider Letter”), by and among the TrustSponsor and each of the Company’s officers, directors and director nominees, in substantially the Property Trustee and DTCform filed as Exhibit 10.8 to the Registration Statement. The Capital SecuritiesCompany will enter into an Administrative Services Agreement, to be dated as of the Capital Securities Guarantee date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESadministrative services." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison CompanyBanc One ABS Corporation, an Illinois Ohio corporation (the "COMPANY" andDepositor") and a wholly-owned subsidiary of BANC ONE CORPORATION, together with the Trust, proposes to cause Banc One HELOC Trust 1998-1 (the "OFFERORSTrust"), propose ) to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation $850,000,000 principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust its HELOC Asset-Backed Certificates, Series 1998-1 (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities GuaranteeCertificates") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the several underwriters named in Schedule II I attached hereto (the "Underwriters") ), for whom you (the "Representative") are acting as Representative representative. The assets of the Trust include, among other things, a pool of adjustable rate home equity revolving credit line loans made or Representatives to be made in the future (the "RepresentativesMortgage Loans") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto ), under certain home equity revolving credit line loan agreements (the "Designated SecuritiesCredit Line Agreements"). The entire proceeds from the sale ) and secured by either first or second deeds of the Designated Securities will be combined with the entire proceeds from the sale by the Trust trust or mortgages on primarily one- to the Company of its common securities four-family residential properties (the "COMMON SECURITIESMortgaged Properties"); the collections in respect of the Mortgage Loans received after August 31, as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement 1998 (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, Cut-off Date"); property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure; an irrevocable and unconditional certificate guaranty insurance policy (the "GUARANTEESPolicy") to be issued by MBIA Insurance Corporation (the "Insurer"); an assignment of the Depositor's rights under the Mortgage Loan Purchase Agreement (as defined herein); rights under certain hazard insurance policies covering the Mortgaged Properties; and certain other property. The Trust will be formed, and the Certificates will be issued, pursuant to a Pooling and Servicing Agreement to be dated as of the Closing TimeAugust 31, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ 1998 (the "SUBORDINATED DEBENTURESPooling and Servicing Agreement") issued by among the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of TrustDepositor, to be dated Bank One, N.A., a national banking association, as of the Closing Time servicer (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEEServicer") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as Bank of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNew York, as trustee (the "DEBENTURE TRUSTEETrustee"). The Capital Securities issued in book-entry form Mortgage Loans and 2 certain other assets of the Trust Fund will be issued to Cede & Co. as nominee sold by each of The Depository Trust Company Bank One, N.A., Bank One, Arizona, N.A., Bank One, Wisconsin, Bank One, Indiana, N.A., Bank One, Illinois, N.A., Bank One, Kentucky, N.A., Bank One, Colorado, N.A., Bank One, Utah, N.A. and Bank One, West Virginia, N.A. (each, a "DTCSeller" and together the "Sellers") to the Depositor pursuant to a letter agreement, the Mortgage Loan Purchase Agreement to be dated as of the Closing Time August 31, 1998 (the "DTC Mortgage Loan Purchase Agreement"), ) among the TrustDepositor and the Sellers and, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. This Agreement, the Property Trustee Pooling and DTC. The Capital SecuritiesServicing Agreement, the Capital Securities Guarantee Mortgage Loan Purchase Agreement, the letter agreement (the "Letter Agreement") attached as Exhibit A hereto and each agreement to which the Depositor and the Subordinated Debentures Insurer are hereinafter parties (the "Insurance Agreements") are collectively referred to herein as the "PURCHASED SECURITIESBasic Documents." The Indenture, Capitalized terms used and not otherwise defined herein shall have the Declaration, meanings given them in the DTC Agreement Pooling and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTSServicing Agreement."

Introductory. ComEd Financing III (the "TRUST")True Temper Sports, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities several initial purchasers named in Schedule A hereto (liquidation the “Purchasers”) U.S. $125,000,000 principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust its 8-3/8% Senior Subordinated Notes due 2011 (the "Capital “Offered Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee"”) to be issued under an indenture, dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee March 15, 2004 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, the Guarantors (as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE"defined below) and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as Bank of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNew York, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Offered Securities issued in book-entry form will be issued unconditionally guaranteed as to Cede & Co. as nominee the payment of The Depository Trust Company principal, premium, if any, and interest ("DTC"the “Guarantees”) pursuant to a letter agreement, to be dated as by the subsidiaries of the Closing Time Company named in Schedule B hereto (the "DTC Agreement")each a “Guarantor” and, among the Trustcollectively, the Property Trustee and DTC“Guarantors”). The Capital SecuritiesUnited States Securities Act of 1933, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively as amended, is herein referred to as the "PURCHASED SECURITIES“Securities Act." ” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated the Closing Date (as defined below) among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”) for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Offered Securities in a like aggregate principal amount as the Offered Securities originally issued under the Indenture, identical in all material respects to the DeclarationOffered Securities and the Guarantees and registered under the Securities Act (the “Exchange Notes” and the “Exchange Guarantees,” and together, the DTC “Exchange Securities”) to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Offered Securities and to use all commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and this Agreement to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS“Securities”."

Introductory. ComEd Financing III Prologis Euro Finance LLC, a Delaware limited liability company (the "TRUST"“Issuer”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust several underwriters named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as ___% Capital Securities (liquidation hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of €700,000,000 aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets Issuer’s 1.875% Notes due 2029 (the “Debt Securities”). BNP Paribas, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities plc have agreed to act as lead managers of the Trust several Underwriters (in such capacity, the "Capital Securities"). The Capital “Lead Managers”) in connection with the offering and sale of the Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise issued pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES")an indenture, to be dated as of the Closing TimeDate (as defined below) (the “Base Indenture”), made among the Issuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trustfirst supplemental indenture, to be dated as of the Closing Time Date (the "DECLARATION"“First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the CompanyIssuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as sponsor, __________ and __________, as administrative trustees paying agent (the "ADMINISTRATIVE TRUSTEES"“Paying Agent”), Wilmington Trust Companyproviding for the issuance of debt securities in one or more series, as property trustee (all of which will be entitled to the "PROPERTY TRUSTEE") and as Delaware trustee (benefit of the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES")Guarantees referred to below. The Subordinated Debentures Securities will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as operator of the Closing Time Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the "DTC Agreement")“Guarantees” and, among together with the Trust, the Property Trustee and DTC. The Capital Debt Securities, the Capital “Securities”), to each holder of Debt Securities, (i) the full and prompt payment of the principal of and any premium, if any, on any Debt Securities Guarantee when and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenturesame shall become due, whether at the Declarationmaturity thereof, by acceleration, redemption or otherwise and (ii) the DTC Agreement full and this Agreement are hereinafter referred to collectively prompt payment of any interest on any Debt Securities when and as the "OPERATIVE DOCUMENTSsame shall become due and payable."

Introductory. ComEd Financing III (the "TRUST")Regal Cinemas Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and“Company”), together agrees with the Trust, several initial purchasers named in Schedule A hereto (the "OFFERORS"“Purchasers”), propose for whom Credit Suisse is acting as representative, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation several Purchasers $400,000,000 principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust its 8.625% Senior Notes due 2019 (the "Capital “Offered Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"”), to be issued under an indenture dated as of the Closing TimeJuly 15, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ 2009 (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, as sponsor, __________ the guarantors named therein (the “Guarantors” and __________each a “Guarantor”) and U.S. Bank National Association, as administrative trustees Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"“Securities Act”). The Subordinated Debentures Offered Securities will be issued pursuant to an indenturefully and unconditionally, dated as jointly and severally, guaranteed by each of September 1the Guarantors (such guarantees, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"“Guarantees”). The Capital Holders (including subsequent transferees) of the Offered Securities issued will have the registration rights set forth in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter the registration rights agreement, to be dated as of the Closing Time (the "DTC Agreement")Date, among the TrustCompany, the Property Trustee Guarantors and DTCthe Purchasers (the “Registration Rights Agreement”). The Capital SecuritiesPursuant to the Registration Rights Agreement, the Capital Securities Guarantee Company and the Subordinated Debentures are hereinafter collectively Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (the “Securities Act” and, such registration statement, the “Exchange Offer Registration Statement”) relating to the Company’s 8.625% Senior Notes due 2019, Series B, and the Guarantees endorsed thereon, to be issued under the Indenture and identical in all material respects to the Offered Securities and the Guarantees endorsed thereon but registered under the Securities Act (the “Exchange Securities” and, together with the Offered Securities and the Guarantees, the “Securities”), and to be offered in exchange for the Offered Securities and the Guarantees endorsed thereon (such offer to exchange being referred to as the "PURCHASED SECURITIES." The Indenture“Exchange Offer”), and (ii) a shelf registration statement pursuant to Rule 415 under the DeclarationSecurities Act (the “Shelf Registration Statement” and the Exchange Offer Registration Statement, each a “Registration Statement”). Each of the DTC Agreement Company and this Agreement are hereinafter referred to collectively each of the Guarantors hereby agrees with the several Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III United Rentals (the "TRUST"North America), Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANYCompany"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$450,000,000 principal amount of its 10 3/4% Senior Notes Due April 15, 2008 ("Notes"). The Notes will be unconditionally guaranteed (each, a "Guaranty") on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the Company ("Holdings"), and each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors" and, together with the TrustHoldings, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital SecuritiesGuarantors"). The Capital Securities Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise Company that becomes a guarantor pursuant to the Capital Securities Guarantee Agreement Indenture (as hereinafter defined). The Notes will be issued under an indenture dated as of April 20, 2001 (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATIONIndenture"), among the Company, as sponsor, __________ the Guarantors and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as Bank of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyNew York, as trustee (the "DEBENTURE TRUSTEETrustee"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee Notes and the Subordinated Debentures Guaranties are hereinafter collectively together referred to as the "PURCHASED SECURITIES." Offered Securities". The IndentureUnited States Securities Act of 1933 is herein referred to as the "Securities Act". The following transactions (collectively, the Declaration"Transactions") will occur concurrently with the consummation of the offering of the Offered Securities (the "Offering"): (i) the Company will obtain $1.5 billion senior secured credit facilities (the "Senior Credit Facilities"), consisting of $750.0 million in term loans (all of which will be drawn on the Closing Date (as hereinafter defined)) and $750.0 million in revolving credit facilities (an estimated $652.3 million of which will be drawn on the Closing Date, subject to adjustment as provided in the Offering Document), under a credit agreement and related documentation among the Company, the DTC lenders party thereto and The Chase Manhattan Bank, as administrative agent (the "Credit Agreement"), and (ii) the Company will use the proceeds of the Notes and of its borrowings under the Senior Credit Facilities on the Closing Date to (A) permanently repay the outstanding indebtedness under the Company's existing revolving credit facility, (B) repay the Company's outstanding term loans, (C) repay obligations under a synthetic lease and (D) pay transaction costs relating to the offering of the Notes and the Senior Credit Facilities. This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture and the Guaranties are referred to herein as the "Operative Documents". The Credit Agreement and this Agreement the other documents related to the Transactions are hereinafter referred to herein collectively as the "OPERATIVE DOCUMENTSTransaction Documents". (i) a registration statement (the "Exchange Offer Registration Statement") under the Securities Act registering an issue of senior notes of the Company guaranteed by the Guarantors (the "Exchange Securities"), which shall be identical in all material respects to the Offered Securities (except that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the Offered Securities (the "Registered Exchange Offer") and (ii) under certain circumstances specified in the Registration Rights Agreement, a shelf registration statement (the "Shelf Registration Statement") pursuant to Rule 415 under the Securities Act. The Company and the Guarantors jointly and severally agree with the several Purchasers as follows:

Introductory. ComEd Financing III (the "TRUST")Alliance Data Systems Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September 1March 29, 1995 2012 (the "INDENTURE"“Indenture”), between among the Company Company, the Guarantors (as defined below) and Wilmington Trust Company▇▇▇▇▇ Fargo Bank, N.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter agreementof representations, to be dated as of on or before the Closing Time Date (as defined in Section 2 hereof) (the "“DTC Agreement"”), among the TrustCompany, the Property Trustee and DTCthe Depositary. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities." ” This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 16, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 22, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the DTC Agreement Company will prepare and this Agreement are hereinafter referred deliver to collectively each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms its agreements with the Initial Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III (the "TRUST")Century Communities, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇.▇. ▇▇▇▇▇▇ Securities LLC and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2025 (the “Notes”). ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1May 12, 1995 2017, among the Company, the Guarantors (the "INDENTURE"as defined below), between the Company and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”) relating to the issuance of the Securities, (the “Indenture”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Time May 12, 2017 (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee Guarantors and DTCthe Representative, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities." ” The Indentureissuance and sale of the Notes, the Declarationissuance of the Guarantees, the repayment of certain borrowings under the Company’s existing credit facilities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 8, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 9, 2017 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement are hereinafter referred is executed and delivered, the Company will prepare and deliver to collectively as each Initial Purchaser a final offering memorandum dated the "OPERATIVE DOCUMENTSdate hereof (the “Final Offering Memorandum”)."

Introductory. ComEd Financing III (the "TRUST")Express Scripts, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and“Company”), together agrees with the Trust, several Underwriters named in Schedule A hereto (the "OFFERORS"), propose “Underwriters”) to issue and sell from time to time Capital the several Underwriters 23,000,000 shares (“Firm Securities”) of its common stock, par value $0.01 per share (“Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,450,000 shares (“Optional Securities”) of its Securities as set forth below. The Capital Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will have attached thereto rights (the “Rights”) to purchase a preferred share purchase right. The Rights are to be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee a Rights Agreement (the "Capital Securities Guarantee"“Rights Agreement”) to be dated as of the Closing Time (as defined below) July 25, 2001 between the Company and Wilmington American Stock Transfer & Trust Company as Trustee (Company. As part of the "Guarantee Trustee"). transactions described under the heading “The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities Acquisition” in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES")General Disclosure Package, as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee a Stock and Interest Purchase Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be “Purchase Agreement”) dated as of the Closing TimeApril 9, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE")2009, between the Company and Wilmington Trust CompanyWellPoint, as trustee Inc. (the "DEBENTURE TRUSTEE"“Seller”), the Company intends to acquire (the “Acquisition”) from the Seller each of NextRx, LLC, an Ohio limited liability company (“NextRx LLC”), NextRx, Inc., a Delaware corporation (“NextRx”) and NextRx Services, Inc., a New York corporation (“NextRx Services”, and together with NextRx LLC and NextRx, the “Target Companies”, each a “Target Company”). The Capital Securities issued in book-entry form Immediately following consummation of the Acquisition, NextRx Sub I, LLC, NextRx Sub II, LLC and NextRx Sub III, LLC (collectively, the “NextRx Subs”), will be issued to Cede & Co. as nominee merged with and into each of The Depository Trust Company ("DTC") pursuant to a letter agreementthe Target Companies, with the Target Companies to be dated as the surviving entities (the “NextRx Mergers”) and successor guarantors of the Closing Time (the "DTC Agreement"), among the TrustCompany’s 5.250% senior notes due 2012, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee Company’s 6.250% senior notes due 2014 and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESCompany’s 7.250% senior notes due 2019." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")Terex Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORSCompany"), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests several initial purchasers named in the assets of the Trust Schedule A hereto (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities GuaranteePurchasers") U.S. $300,000,000 principal amount of its 10 3/8% Senior Subordinated Notes due 2011 ("Notes") to be issued under an indenture, to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee March 29, 2001 (the "Guarantee Indenture"), between the Company, the guarantors named therein and United States Trust Company of New York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Cranes, Inc., Terex Mining Equipment, Inc., Terex-RO Corporation, Terex-Telelect, Inc., The American Crane Corporation , O&K Orenstein & Koppel, Inc., Amida In▇▇▇▇▇▇▇▇, I▇▇., Cedarapids, Inc., Standard Havens, Inc., Standard Havens Pro▇▇▇▇▇, Inc., BL-Pegson (▇▇▇), Inc., Benford America, Inc., Coleman Eng▇▇▇▇▇▇▇g, Inc., EarthKi▇▇, ▇▇c., Finlay Hydrascreen USA, Inc., Powerscreen Holdings USA, Inc., Powerscreen International LLC, Powerscreen North America, Inc., Powerscreen USA, LLC, Royer Industries, Inc. and Terex B▇▇▇▇▇l, Inc. (the "Guarantors," ▇▇▇ ▇▇▇ether with the Company, the "Issuers"). The Company proposes to sell to For purposes of this agreement, the underwriters named in Schedule II hereto term "Offered Securities" means the Notes, together with the guarantees (the "UnderwritersGuarantees") for whom you are acting thereof by the Guarantors. The United States Securities Act of 1933, as Representative or Representatives (amended, is herein referred to as the "Representatives"Securities Act." Holders (including subsequent transferees) Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities Notes will be combined with have the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent registration rights set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Registration Rights Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEESRegistration Rights Agreement"), to be dated as of the Closing TimeDate (as hereinafter defined), made by in substantially the Companyform of Exhibit A hereto. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will be used by agree to file with the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ Securities and Exchange Commission (the "SUBORDINATED DEBENTURESCommission") issued by under the Company. The Designated circumstances set forth therein, (i) a registration statement under the Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time Act (the "DECLARATIONExchange Offer Registration Statement"), among ) registering an issue of senior subordinated notes identical in all material respects to the Company, as sponsor, __________ and __________, as administrative trustees Notes (the "ADMINISTRATIVE TRUSTEESExchange Notes"), Wilmington Trust Company, as property trustee ) to be offered in exchange for the Notes (the "PROPERTY TRUSTEEExchange Offer") and as Delaware trustee (ii) under the circumstances set forth therein, a registration statement pursuant to Rule 415 under the Securities Act (the "DELAWARE TRUSTEEShelf Registration Statement"). This Agreement, the Indenture, the Offered Securities, the Exchange Notes and the Registration Rights Agreement, are sometimes referred to in this Agreement, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents," and together with the Property Trustee execution and delivery of the Indenture and the Administrative Trusteesissuance and sale of the Offered Securities are sometimes referred to herein, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Companyindividually, as trustee (the a "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreementTransaction" and collectively, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESTransactions." The IndentureEach of the Issuers, jointly and severally, hereby agrees with the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively several Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III (the "TRUST")Alion Science and Technology Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes, subject to the terms and conditions stated herein, to issue and sell from time to time Capital SecuritiesCredit Suisse Securities (USA) LLC (the initial “Purchaser”) 310,000 units (the “Units”), each Unit consisting of $1,000 principal amount of the Company’s 12% Senior Secured Notes due 2014 (the “Notes”) and one warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase approximately 1.9439 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Capital Securities Notes will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be under an indenture dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee March 22, 2010 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Indenture”), among the Company, the Guarantors (as sponsor, __________ defined below) and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES")Trustee. The Subordinated Debentures Warrants will be issued pursuant to an indentureunder a warrant agreement, dated as of September 1March 22, 1995 2010 (the "INDENTURE"“Warrant Agreement”), between the Company and Wilmington Trust Company, as trustee warrant agent (the "DEBENTURE TRUSTEE"“Warrant Agent”). The Capital Units, the Notes and the Warrants are collectively referred to herein as the “Offered Securities.” The United States Securities issued in book-entry form Act of 1933, as amended, is herein referred to as the “Securities Act.” The Notes will be issued guaranteed, on a senior secured basis, jointly and severally by those subsidiaries of the Company listed in the attached Schedule B hereto (the “Guarantors”) and will be secured by certain collateral as described in the Preliminary Offering Circular (as defined below) and the Offering Circular (as defined below) (the “Collateral”), and as will be more fully described in the security agreements and/or other documents or instruments evidencing or creating or purporting to Cede & Co. as nominee of The Depository Trust Company create a security interest ("DTC"collectively, the “Security Documents”) pursuant to a letter agreement, to be dated as of the Closing Time Date (the "DTC Agreement"as defined below), among the TrustCompany, the Property Trustee Guarantors, Wilmington Trust Company, as trustee and DTCcollateral agent (the “Collateral Agent”). In addition, the Company, the lenders and Credit Suisse AG, as administrative agent for the lenders under the Credit Agreement dated as of March 22, 2010 (the “Revolving Credit Facility”), will enter into an intercreditor agreement as the same may be amended, supplemented or otherwise modified from time to time (the “Intercreditor Agreement”) to be dated as of the Closing Date. The Capital Securities, the Capital Securities Guarantee Intercreditor Agreement and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement Security Documents are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS“Ancillary Documents."” The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date, among the Company, the Guarantors and the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering an exchange offer for, or, in certain circumstances, the resale of, the Notes under the Securities Act. The Company and the Guarantors, jointly and severally, hereby agree with the Purchaser as follows:

Introductory. ComEd Financing III Santander Drive Auto Receivables LLC, a Delaware limited liability company (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.“Seller” or “Depositor”), and Commonwealth Edison CompanySantander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with Citigroup Global Markets Inc. (the "COMPANY" and“Representative”), together with as representative of the Trustseveral underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2024-1, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the Underwriters the Issued Notes specified in Section 3 of the Terms Exhibit (the “Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the "OFFERORS")Issuer, propose SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to issue and sell the funds on deposit from time to time Capital Securitiesin the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Capital Securities Issued Notes will be issued collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as ___% Capital Securities of the Closing Date (liquidation amount the “Purchase Agreement”), between the Seller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of $____ per security) representing undivided beneficial interests the Notes are set forth in the assets of Registration Statement (as defined below) and the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to distributions the execution and payments upon liquidationdelivery of this Underwriting Agreement, redemption the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and otherwise including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Capital Securities Guarantee Act, is referred to in this Underwriting Agreement (as the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). “Registration Statement.” The Company proposes to sell file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities Notes and the Common Securities will be issued pursuant to the Amended and Restated Declaration method of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIESdistribution thereof." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."

Introductory. ComEd Financing III (the "TRUST")Republic Services, Inc., a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters several Underwriters named in Schedule II hereto A (the "“Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"”), as guaranteed by acting severally and not jointly, the Company, to the extent respective amounts set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as such Schedule A of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in 1,850,000,000 aggregate principal amount of ____the Company’s 3.800% Subordinated Deferrable Interest Debentures Notes due _______, 20__ 2018 (the "SUBORDINATED DEBENTURES"“2018 Notes”), 4.750% Notes due 2023 (the “2023 Notes”) issued by and 5.700% Notes due 2041 (the Company“2041 Notes”) (collectively, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and RBS Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures Notes will be issued pursuant to an indentureindenture (the “Base Indenture”), dated as of September 18, 1995 (the "INDENTURE")2009, between among the Company and Wilmington The Bank of New York Mellon Trust Company, N.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). Certain terms of the 2018 Notes will be established pursuant to a second supplemental indenture to the Base Indenture, certain terms of the 2023 Notes will be established pursuant to a third supplemental indenture to the Base Indenture and certain terms of the 2041 Notes will be established pursuant to a fourth supplemental indenture to the Base Indenture, each to be entered among the Company, the Guarantors (as defined below) and the Trustee and dated as of the Closing Date (as defined in Section 2 below) (the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”). The Capital Securities Notes will be issued in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter agreementLetter of Representations, to be dated as of on or before the Closing Time Date (the "“DTC Agreement"”), among the TrustCompany, the Property Trustee and DTCthe Depositary. The Capital Securitiespayment of principal, premium and interest on the Capital Securities Guarantee Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the subsidiaries of the Company listed on Exhibit D hereto and any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture and, to the extent provided by the Indenture, their respective successors and assigns (collectively the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities." ” The IndentureCompany has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the Declaration“Securities Act”), a registration statement on Form S-3 (File No. 333-166469), including a base prospectus, relating to the debt securities and the guarantees thereof to be offered from time to time by the Company and the Guarantors. Such registration statement, as amended as of the date hereof, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the DTC Agreement term “Preliminary Prospectus” means the preliminary prospectus supplement, dated May 2, 2011, together with the base prospectus included therein dated May 3, 2010, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities, which is the final prospectus supplement, dated May 2, 2011, together with the base prospectus included therein dated May 3, 2010. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are hereinafter referred or are deemed to collectively be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the "OPERATIVE DOCUMENTS."case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”) that are or are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:00 p.m. New York City time on the date hereof (the “Time of Sale”), the Company prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus and (ii) each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Exhibit C hereto as constituting part of the Time of Sale Information. Each of the Company and the Guarantors hereby confirms its agreements with the Underwriters as follows:

Introductory. ComEd Financing III TopBuild Escrow Corp., a Delaware corporation (the "TRUST"“Issuer”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") wholly owned subsidiary of the State of TopBuild Corp., a Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securities▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of 5.625% Senior Notes due 2026 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities Notes are being issued by the Issuer in connection with the pending acquisition (the “USI Acquisition”) of USI Legend Parent, Inc., a Delaware corporation (“USI”), pursuant to an Agreement and Plan of Merger, dated March 1, 2018 (the “Merger Agreement”), by and among the Company, Legend Holdings LLC, a Delaware limited liability company, USI and Racecar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, upon consummation of the transactions contemplated thereby, USI will survive as a wholly owned subsidiary of the Company. In connection with the USI Acquisition, the Company is amending its Senior Secured Credit Agreement dated May 5, 2017, among the Company, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto (as amended, the “Credit Agreement”) and on or prior to the date of the consummation of the USI Acquisition will borrow an additional $100.0 million under the Credit Agreement’s term loan facility. The Credit Agreement is guaranteed and secured pursuant to certain agreements described in the Offering Memorandum under the heading “Description of Other Indebtedness” (collectively, the “Security Documents”). The amendment of the Credit Agreement by the Company and the subsidiaries of the Company named as guarantors therein, the extensions of credit thereunder as described above and the entry by the Company and the guarantors under the Credit Agreement, as applicable, into the Security Documents, or amendments thereto, are referred to herein as the “Credit Transactions”. The Credit Agreement and the Security Documents are referred to herein as the “Credit Documents”. The Notes will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") an indenture to be dated as of the Closing Time Date (as defined below) (the “Indenture”) between the Company Issuer and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust CompanyU.S. Bank National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a blanket letter agreement, of representations to be dated as of on or before the Closing Time Date (including the "applicable Rule 144A and Regulation S riders thereto, the “DTC Agreement"Letter of Representations”), among the TrustIssuer and/or the Company and the Depositary. On the Closing Date, the Property Issuer will enter into an escrow agreement relating to the Notes (the “Escrow Agreement”) with the Trustee and DTCU.S. Bank National Association, as escrow agent (the “Escrow Agent”). The Capital SecuritiesPursuant to the Escrow Agreement, the Capital Securities Guarantee Issuer will deposit (or cause to be deposited) the net proceeds of the Offering of the Notes into an account pledged to the Trustee (the “Escrow Account”), together with additional cash in an aggregate amount (collectively, with any other property from time to time held by the Escrow Agent, the “Escrowed Property”) sufficient to fund the redemption of the Notes at a redemption price (the “Special Mandatory Redemption Price”) equal to the principal amount of the Notes plus accrued and unpaid interest on the Notes to but excluding September 5, 2018. Upon delivery by the Company to the Escrow Agent and the Subordinated Debentures are hereinafter collectively referred Trustee of an officer’s certificate certifying that the Escrow Conditions (as defined in the Escrow Agreement) have been satisfied (the “Escrow Officers’ Certificate”), the Escrowed Property will be released to as the "PURCHASED SECURITIES." The Company on the date of such delivery of the Escrow Officers’ Certificate (the “Escrow Release Date”). If the Escrow Conditions shall not have been satisfied on or prior to the earlier of August 30, 2018 (the “Outside Date”) or such earlier date that the Issuer notifies the Escrow Agent and the Trustee in writing that it has determined that the Escrow Release Date will not occur on or prior to the Outside Date (such date of, the “Special Mandatory Redemption Date”), the Issuer will be required pursuant to, and in accordance with, the terms of the Indenture and the Escrow Agreement to redeem the Notes at the Special Redemption Price on the Special Mandatory Redemption Date. On the Escrow Release Date, the Company will assume all obligations of the Issuer under the Notes and the Indenture, and the Declarationpayment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”), jointly and severally by (i) each of the Company’s direct and indirect subsidiaries that is a borrower or guarantor under its Credit Agreement (collectively, the DTC Agreement “Guarantors”) and this Agreement are hereinafter referred to collectively (ii) any other subsidiary of the Company after the Escrow Release Date (as defined below) that executes an additional guarantee thereafter in accordance with the "OPERATIVE DOCUMENTSterms of the Indenture."

Introductory. ComEd Financing III (the "TRUST")Alliance Data Systems Corporation, a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Company”), propose proposes to issue and sell from time to time Capital Securitiesthe several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2017 (the “Notes”). J.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, to be dated as of September 1November 20, 1995 2012 (the "INDENTURE"“Indenture”), between among the Company Company, the Guarantors (as defined below) and Wilmington Trust CompanyW▇▇▇▇ Fargo Bank, N.A., as trustee (the "DEBENTURE TRUSTEE"“Trustee”). The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC"the “Depositary”) pursuant to a letter agreementof representations, to be dated as of on or before the Closing Time Date (as defined in Section 2 hereof) (the "“DTC Agreement"”), among the TrustCompany, the Property Trustee and DTCthe Depositary. The Capital Securitiespayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Capital Securities Guarantee “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Subordinated Debentures Guarantees attached thereto are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities." ” This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the Declarationdate hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 14, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 15, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the DTC Agreement Company will prepare and this Agreement are hereinafter referred deliver to collectively each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the "OPERATIVE DOCUMENTS."case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. ComEd Financing III Calpine Generating Company, LLC, a Delaware limited liability company (the "TRUSTCOMPANY"), and CalGen Finance Corp. ("CALGEN FINANCE"), a statutory business trust organized under Delaware corporation and a wholly owned subsidiary of Calpine CalGen Holdings, Inc. ("CALGEN HOLDINGS"), propose, subject to the Business Trust Act terms and conditions stated herein, to issue and sell to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "DELAWARE ACTINITIAL PURCHASER") (i) an aggregate principal amount of the State $235,000,000 of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation their First Priority Secured Floating Rate Notes due 2009 (the "COMPANYFIRST PRIORITY NOTES"), (ii) an aggregate principal amount of $640,000,000 of their Second Priority Secured Floating Rate Notes due 2010 (the "SECOND PRIORITY NOTES"), (iii) an aggregate principal amount of $680,000,000 of their Third Priority Secured Floating Rate Notes due 2011 (the "THIRD PRIORITY FLOATING RATE NOTES") and (iv) an aggregate principal amount of $150,000,000 of their 11.5% Third Priority Secured Notes due 2011 (the "THIRD PRIORITY FIXED RATE NOTES" and, together with the TrustFirst Priority Notes, the Second Priority Notes and Third Priority Floating Rate Notes, the "OFFERORSNOTES"), propose to issue and sell from time to time Capital Securities) as set forth below. The Capital Securities First Priority Notes will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests in the assets of the Trust pursuant to an Indenture (the "Capital Securities"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities GuaranteeFIRST PRIORITY INDENTURE") to be dated as of the Closing Time Date (as defined in Section 3), among the Company, CalGen Finance, the Guarantors (as defined below) between the Company and Wilmington Trust Company FSB, as Trustee trustee (the "Guarantee TrusteeTRUSTEE"). The Company proposes Second Priority Notes will be issued pursuant to sell to the underwriters named in Schedule II hereto an Indenture (the "UnderwritersSECOND PRIORITY INDENTURE") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing TimeDate, made by among the Company, CalGen Finance, the Guarantors and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the CompanyTrustee. The Designated Securities Third Priority Floating Rate Notes and the Common Securities Third Priority Fixed Rate Notes will be issued pursuant to an Indenture (the Amended and Restated Declaration of Trust, "THIRD PRIORITY INDENTURE") to be dated as of the Closing Time (the "DECLARATION")Date, among the Company, CalGen Finance, the Guarantors and the Trustee. The First Priority Indenture, the Second Priority Indenture and the Third Priority Indenture are collectively referred to herein as sponsorthe "INDENTURES." The Company's and CalGen Finance's obligations under the Notes, __________ including the payment, when due and __________payable, as administrative trustees of principal, interest and premium, if any, thereunder will be unconditionally guaranteed (the "ADMINISTRATIVE TRUSTEESGUARANTEES" and, together with the Notes, the "), Wilmington Trust Company, as property trustee SECURITIES") by all of the entities listed on Exhibit A hereto (the "PROPERTY TRUSTEEGUARANTORS") and as Delaware trustee all future Subsidiaries of the Company (the "DELAWARE TRUSTEE," and together with the Property Trustee other than CalGen Finance and the Administrative Trustees, the "TRUSTEES"Excluded Subsidiary). The Subordinated Debentures CalGen Finance will be issued pursuant to an indenture, dated as a wholly owned subsidiary of September 1, 1995 (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"). The Capital Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of on the Closing Time (the "DTC Agreement"), among the Trust, the Property Trustee and DTCDate. The Capital Securities, the Capital Securities Guarantee and the Subordinated Debentures are hereinafter collectively referred to as the "PURCHASED SECURITIES." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."Capitalized terms used but not defined herein shall have

Introductory. ComEd Financing III Applied Power Inc. which intends to change its name to Actuant Corporation (the "TRUST"), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACTCompany") of proposes, subject to the State of Delaware (Chapter 38terms and conditions stated herein, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation amount of $____ per security) representing undivided beneficial interests several initial purchasers named in the assets of the Trust Schedule A hereto (the "Capital SecuritiesPurchasers"). The Capital Securities will be guaranteed by the Company, to the extent described in the Prospectus ) U.S.$200,000,000 principal amount of its 13% Senior Subordinated Notes Due 2009 (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities GuaranteeNotes") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to under an indenture, dated as of September August 1, 1995 2000 (the "INDENTUREIndenture"), between the Company and Wilmington Bank One Trust Company, N.A., as trustee Trustee. The Notes will be guaranteed (the "DEBENTURE TRUSTEEGuarantees") on a senior subordinated, unsecured basis by each of the Company's wholly owned domestic subsidiaries listed on the signature pages hereof (collectively, the "Guarantors"). The Capital Company and the Guarantors are collectively referred to herein as the "Issuers." The Notes and the Guarantees are collectively referred to herein as the "Offered Securities." The United States Securities issued Act of 1933, as amended, is herein referred to as the "Securities Act." The Offered Securities are being sold in bookconnection with (i) the spin-entry form off (the "Spin-off") of Applied Power Inc.'s integrated electronics enclosures business from its tools and supplies and engineered solutions businesses and (ii) the Company's tender offer for, and consent solicitation with respect to, up to $200,000,000 aggregate principal amount of its outstanding 8.75% Senior Subordinated Notes due 2009 (the "Tender Offer"), pursuant to the Company's offer to purchase dated June 30, 2000, as amended or supplemented. The Purchasers and direct and indirect transferees of the Offered Securities will be issued entitled to Cede & Co. as nominee the benefits of The Depository Trust Company ("DTC") pursuant to a letter agreement, Registration Rights Agreement to be dated as of August 1, 2000 among the Closing Time parties hereto (the "DTC Registration Rights Agreement"), pursuant to which the Company has agreed, among other things, to file (a) a registration statement (the Trust"Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (b) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Purchasers. The Notes, the Property Trustee and DTC. The Capital SecuritiesExchange Notes, the Capital Securities Guarantee Guarantees, the Indenture, the Registration Rights Agreement and the Subordinated Debentures this Agreement are hereinafter herein collectively referred to as the "PURCHASED SECURITIESBasic Documents." The Indenture, Issuers hereby agree with the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively several Purchasers as the "OPERATIVE DOCUMENTS."follows:

Introductory. ComEd Financing III Celanese US Holdings LLC, a Delaware limited liability company (the "TRUST"“Company”), a statutory business trust organized under the Business Trust Act (the "DELAWARE ACT") wholly-owned subsidiary of the State of Celanese Corporation, a Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"“Parent Guarantor”), propose proposes to issue and sell from time to time Capital SecuritiesCitigroup Global Markets Inc. (“Citigroup”), ▇.▇. The Capital ▇▇▇▇▇▇ Securities will be issued by LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”) and the Trust as ___% Capital Securities other several Underwriters named in Schedule A hereto (liquidation the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500 million aggregate principal amount of $____ per security) representing undivided beneficial interests in the assets Company’s 3.500% Senior Notes due 2024 (the “Notes”). Citigroup, ▇.▇. ▇▇▇▇▇▇ and MLPFS have agreed to act as the representatives of the Trust several Underwriters (the "Capital Securities"). The Capital “Representatives”) in connection with the offering and sale of the Securities will be guaranteed by the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"), among the Company, as sponsor, __________ and __________, as administrative trustees (the "ADMINISTRATIVE TRUSTEES"), Wilmington Trust Company, as property trustee (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," and together with the Property Trustee and the Administrative Trustees, the "TRUSTEES"). The Subordinated Debentures will be issued pursuant to an indenture, dated as of September 1May 6, 1995 2011 (the "INDENTURE"“Base Indenture”), between among the Company Company, the Guarantors (as defined below) and Wilmington Trust Company▇▇▇▇▇ Fargo Bank, National Association, as trustee (the "DEBENTURE TRUSTEE"“Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to the Base Indenture, among the Company, the Guarantors and the Trustee. The Capital Securities Notes will be issued only in book-entry form will be issued to in the name of Cede & Co. Co., as nominee of The Depository Trust Company ("DTC") the “Depositary”), pursuant to a letter agreementof representations, to be dated as of the Closing Time September 16, 2010 (the "“DTC Agreement"”), among the TrustCompany and the Depositary. Subject to the terms and conditions of the Indenture, the Property Trustee payment of principal of, premium, if any, and DTCinterest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). The Capital Securities, the Capital Securities Guarantee Notes and the Subordinated Debentures Guarantees are hereinafter herein collectively referred to as the "PURCHASED SECURITIES“Securities." The Indenture, the Declaration, the DTC Agreement and this Agreement are hereinafter referred to collectively as the "OPERATIVE DOCUMENTS."”

Introductory. ComEd Financing III Cheniere Energy Partners, L.P., a Delaware limited partnership (the "TRUST"“Company”), a statutory business trust organized under agrees with the Business Trust Act initial purchasers named in Schedule A hereto (the "DELAWARE ACT"“Purchasers”) of subject to the State of Delaware (Chapter 38terms and conditions stated herein, Title 12, of the Delaware Code, 12 Del. Sections 3801 et seq.), and Commonwealth Edison Company, an Illinois corporation (the "COMPANY" and, together with the Trust, the "OFFERORS"), propose to issue and sell from time to time Capital Securities. The Capital Securities will be issued by the Trust as ___% Capital Securities (liquidation Purchasers in the aggregate $1,100,000,000 principal amount of $____ per security) representing undivided beneficial interests in the assets of the Trust its 5.625% Senior Notes due 2026 (the "Capital Securities"“Notes”). The Capital Securities will Notes shall be guaranteed by issued under the Company, to the extent described in the Prospectus (as defined below), with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Capital Securities Guarantee Agreement (the "Capital Securities Guarantee") to be indenture dated as of the Closing Time (as defined below) between the Company and Wilmington Trust Company as Trustee September 18, 2017 (the "Guarantee Trustee"). The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as Representative or Representatives (the "Representatives") Capital Securities in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Designated Securities"). The entire proceeds from the sale of the Designated Securities will be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "COMMON SECURITIES"), as guaranteed by the Company, to the extent set forth in the Prospectus, with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to the Common Securities Guarantee Agreement (the "COMMON SECURITIES GUARANTEE" and, together with the Capital Securities Guarantee, the "GUARANTEES"), to be dated as of the Closing Time, made by the Company, and will be used by the Trust to purchase $______ in aggregate principal amount of ____% Subordinated Deferrable Interest Debentures due _______, 20__ (the "SUBORDINATED DEBENTURES") issued by the Company. The Designated Securities and the Common Securities will be issued pursuant to the Amended and Restated Declaration of Trust, to be dated as of the Closing Time (the "DECLARATION"“Base Indenture”), among the Company, the Guarantors (as sponsor, __________ defined herein) and __________The Bank of New York Mellon, as administrative trustees Trustee (the "ADMINISTRATIVE TRUSTEES"“Trustee”), Wilmington Trust Companyas supplemented by a second supplemental indenture that will be dated as of September 11, as property trustee 2018, relating to the Notes (the "PROPERTY TRUSTEE") and as Delaware trustee (the "DELAWARE TRUSTEE," “Second Supplemental Indenture”, and together with the Property Trustee and the Administrative TrusteesBase Indenture, the "TRUSTEES"“Indenture”). The Subordinated Debentures payment of principal, premium, if any, and interest on the Notes will be issued fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”), Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and initially prior to the application of the proceeds of this offering, Sabine Pass LNG-LP, LLC (“SPL Member”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined herein) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to an indenture, dated as of September 1, 1995 such guarantees (the "INDENTURE"), between the Company and Wilmington Trust Company, as trustee (the "DEBENTURE TRUSTEE"“Guarantees”). The Capital Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. The holders of the Securities issued in book-entry form will be issued entitled to Cede & Co. as nominee the benefits of The Depository Trust Company ("DTC") pursuant to a letter registration rights agreement, to be dated as of the Closing Time Date (the "DTC “Registration Rights Agreement"”), among the TrustCompany, the Property Trustee and DTC. The Capital Securities, the Capital Securities Guarantee Guarantors and the Subordinated Debentures Purchasers, pursuant to which the Company and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are hereinafter herein collectively referred to as the "PURCHASED SECURITIES." The Indenture“Exchange Securities”). A preliminary offering memorandum, dated September 6, 2018, including the Declaration, documents incorporated by reference therein (the DTC Agreement and this Agreement are hereinafter referred “Preliminary Offering Memorandum”) relating to collectively as the "OPERATIVE DOCUMENTS."Securities to