0001135971-06-000104 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 5th, 2006 • Pepco Holdings Inc • Electric & other services combined • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made and entered into as of April 11, 2006 (the "Effective Date"), by and among PEPCO HOLDINGS, INC. ("PHI"), POTOMAC ELECTRIC POWER COMPANY ("PEPCO"), DELMARVA POWER & LIGHT COMPANY ("DPL"), ATLANTIC CITY ELECTRIC COMPANY ("ACE", and together with PHI, PEPCO and DPL, the "Borrowers" and, each individually, a "Borrower"), the financial institutions identified on the signature pages hereof (the "Lenders") and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (the "Agent").

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