For Official Use Only Assistance Agreement (April 14th, 2010)
2301 Market Street Philadelphia, PA 19103 (April 14th, 2010)
This letter is submitted on behalf of PECO Energy Company (Recipient) in connection with SGIG Award No. DE-OE0000207 (the Award). Recipient will develop and carry out the project contemplated under the Award (the SGIG Project) pursuant to the SGIG Assistance Agreement (the SGIG Agreement) between Recipient and the Department of Energy (DOE). Recipient will be the acquirer and owner of all SGIG Project assets purchased in connection with the Award. Recipient is party to a Debt Agreement (as defined below) that provides holders of securities issued pursuant thereto with a first priority security interest over substantially all of the assets that are owned or acquired by Recipient (as described below), including assets purchased with the funds issued pursuant to the SGIG Agreement.