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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 10, 2006
Date of Report (Date of earliest event reported)
         
    Exact Name of Registrant as Specified in Its Charter; State of    
Commission File   Incorporation; Address of Principal Executive Offices; and   IRS Employer Identification
Number   Telephone Number   Number
 
1-16169
  EXELON CORPORATION   23-2990190
 
  (a Pennsylvania corporation)    
 
  10 South Dearborn Street — 37th Floor    
 
  P.O. Box 805379    
 
  Chicago, Illinois 60680-5379    
 
  (312) 394-7398    
 
       
333-85496
  EXELON GENERATION COMPANY, LLC   23-3064219
 
  (a Pennsylvania limited liability company)    
 
  300 Exelon Way    
 
  Kennett Square, Pennsylvania 19348    
 
  (610) 765-6900    
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
SIGNATURES
Bilateral Credit Facility
Bilateral Credit Facility
Bilateral Credit Facility
Bilateral Credit Facility
Bilateral Credit Facility
Bilateral Credit Facility


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Item 1.01 Entry into a Material Definitive Agreement
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
SIGNATURES
 
Exhibit 10.1 Bilateral Credit Facility (Wachovia Bank, National Association)
 
Exhibit 10.2 Bilateral Credit Facility (Citibank, N.A.)
 
Exhibit 10.3 Bilateral Credit Facility (HSBC Bank USA, National Association)
 
Exhibit 10.4 Bilateral Credit Facility (The Royal Bank of Scotlan plc)
 
Exhibit 10.5 Bilateral Credit Facility (Barclays Bank PLC)
 
Exhibit 10.6 Bilateral Credit Facility (Wells Fargo Bank, National Association)

 


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Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
     On February 10, 2006, Exelon Generation Company, LLC (Generation) entered into separate unsecured one-year revolving bilateral credit facilities with each of Wachovia Bank, National Association, Citibank, N.A. and HSBC Bank USA, National Association, and, on February 13, 2006, Generation entered into separate unsecured one-year revolving bilateral credit facilities with each of The Royal Bank of Scotland plc, Barclays Bank PLC and Wells Fargo Bank, National Association (Credit Facilities). The Credit Facilities provide for an aggregate commitment of $875 million, which may be drawn down in the form of loans and/or letters of credit. The Credit Facilities will be used principally to meet short-term financing needs at Generation and to issue letters of credit.
     Loans outstanding under the Credit Facilities will bear interest at a rate equal to (a) at any time a loan is a LIBOR Loan, the LIBO Rate for each applicable interest period plus a specific margin and (b) at any time a loan is a Base Rate Loan, the applicable lender’s standard prime rate as in effect. In addition, Generation will pay a facility fee at a rate per annum equal to a specified facility fee rate on the individual commitment amount under each Credit Facility regardless of usage.
     The Credit Facilities incorporate by reference the covenants in Generation’s existing syndicated credit facility dated as of July 16, 2004 among Generation, Exelon Corporation, Commonwealth Edison Company, PECO Energy Company and various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent, as amended (Syndicated Credit Facility). These covenants include, among others: a limitation on liens; a limitation on mergers, consolidations and a disposition of assets; and maintenance of specified interest coverage ratios.
     The Credit Facilities also incorporate by reference the events of default in the Syndicated Credit Facility, which are standard events of default for agreements of this type. The nonpayment of any outstanding principal, interest, fees or amounts due under the Credit Facilities and the failure to perform or observe covenants, among other things, could result in an event of default.
     The description of the Credit Facilities set forth above is not complete and is qualified in its entirety by reference to the Credit Facilities, copies of which are attached hereto as Exhibits 10.1 through 10.6 and are incorporated by reference herein.
Section 2 — Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     See Item 1.01 above for a description of Generation’s Credit Facilities, copies of which are attached hereto as Exhibits 10.1 through 10.6 and are incorporated herein by reference.
* * * * *
Except for the historical information contained herein, certain of the matters discussed in this Report are 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 the forward-looking statements made by a registrant include those factors discussed herein, as well as the items discussed in (a) the Registrants’ 2005 Annual Report on Form 10-K—ITEM 1A. Risk Factors, (b) the Registrants’ 2005 Annual Report on Form 10-K—ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 20 and Generation—Note 17, and (c) other factors discussed in filings with the SEC by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
 
  EXELON CORPORATION
 
  EXELON GENERATION COMPANY, LLC
 
   
 
  /s/ John F. Young
 
   
 
  John F. Young
 
  Executive Vice President, Finance and
 
  Markets, and Chief Financial Officer
 
  Exelon Corporation
 
   
February 16, 2006