Summary of PECO ENERGY CO - Yahoo! Finance

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligat

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 26, 2009, PECO issued $250 million aggregate principal amount of its First and Refunding Mortgage Bonds, 5.00% Series due October 1, 2014. The bonds were issued pursuant to PECO's First and Refunding Mortgage, dated as of May 1, 1923, as amended and supplemented and as further amended and supplemented by the One Hundred and Seventh Supplemental Indenture, dated as of March 15, 2009 (Supplemental Indenture). The Bonds were registered under the Securities Act of 1933, as amended, pursuant to a post-effective amendment to an automatic shelf registration statement on Form S-3 (Registration No. 333-146260-07), which became effective upon filing with the Securities and Exchange Commission on December 12, 2007.

The net proceeds of the bonds will be used to refinance short-term debt and for general corporate purposes.

The bonds carry an interest rate of 5.00% per annum, which is payable semi-annually on April 1 and October 1, commencing on October 1, 2009. The bonds are redeemable at any time at PECO's option at a "make-whole" redemption price calculated as provided in the Supplemental Indenture. A copy of the Supplemental Indenture, which establishes the terms of the bonds, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

In connection with the issuance of the bonds, Ballard Spahr Andrews & Ingersoll, LLP provided PECO with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1.

A copy of the Underwriting Agreement, dated March 19, 2009, among PECO and BNP Paribas Securities Corp., Loop Capital Markets, LLC, Morgan Stanley and Co. Incorporated and Wachovia Capital Markets, LLC is filed as Exhibit 1.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith and are exhibits to the Registration Statement on Form S-3, Registration No. 333-146260, as noted below:

                 Registration
Exhibit No.      Statement Exhibit No.     Description

1.1              1.1.4                     Underwriting Agreement dated March 19, 2009, among
                                           PECO and Banc and BNP Paribas Securities Corp., Loop
                                           Capital Markets, LLC, Morgan Stanley and Co.
                                           Incorporated and Wachovia Capital Markets, LLC.

4.1              4.19.3                    One Hundred and Seventh Supplemental Indenture dated
                                           as of March 15, 2009 from PECO to U.S. Bank National
                                           Association, as trustee.

5.1              5.2.3                     Exhibit 5 Opinion dated March 26, 2009 of Ballard
                                           Spahr Andrews & Ingersoll, LLP.

8.1              8.1.4                     Exhibit 8 Opinion dated March 26, 2009 of Ballard
                                           Spahr Andrews & Ingersoll, LLP.

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This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those discussed herein as well as those discussed in (1) PECO's 2008 Annual Report on Form 10-K in
(a) ITEM 1A. Risk Factors, (b) ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 18; and (2) other factors discussed in filings with the Securities and Exchange Commission by PECO. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. PECO undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.