0001135971-09-000032 Sample Contracts

390,000,000 CREDIT AGREEMENT BY AND AMONG PEPCO HOLDINGS, INC. as Borrower and THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A. as Administrative Agent and Swingline Lender BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Runner...
Credit Agreement • March 2nd, 2009 • Pepco Holdings Inc • Electric & other services combined • New York

This CREDIT AGREEMENT, dated as of November 7, 2008, is by and among Pepco Holdings, Inc. (the “Borrower”), the Lenders (defined herein) and Bank of America N.A., as administrative agent.

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 2nd, 2009 • Pepco Holdings Inc • Electric & other services combined • New York

THIS SUPPLEMENTAL INDENTURE, dated as of March 31, 2008, between POTOMAC ELECTRIC POWER COMPANY, a corporation duly organized and existing under the laws of the District of Columbia and the Commonwealth of Virginia, having its principal office at 701 Ninth Street, N.W., Washington D.C. 20068 (herein called the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as trustee (herein called the “Trustee”). Except as otherwise defined or unless the context otherwise requires, capitalized terms used in this Supplemental Indenture and defined in the Indenture (as hereinafter defined) shall have the meanings specified in the Indenture.

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Employment Agreement • March 2nd, 2009 • Pepco Holdings Inc • Electric & other services combined

This Amendment (the "Amendment") to the EMPLOYMENT AGREEMENT (the "Agreement") made as of August 1, 2002 between PEPCO HOLDINGS, INC. (the "Company") and WILLIAM T. TORGERSON (the "Executive ") is adopted by the parties hereto to be effective as of August 1, 2008.

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