0001571049-15-008527 Sample Contracts

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • October 29th, 2015 • Potomac Electric Power Co • Electric services • New York

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of October 29, 2015 is by and among Pepco Holdings, Inc. (the “Borrower”), the Lenders (as defined below) party hereto, and The Bank of Nova Scotia, as administrative agent (the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement (as defined below).

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CONSENT
Consent • October 29th, 2015 • Potomac Electric Power Co • Electric services • New York

THIS CONSENT (this “Consent”), dated as of October 29, 2015 is 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, each a “Borrower” and collectively the “Borrowers”), the Lenders (as defined below) party hereto, Bank of America, N.A., as syndication agent (the “Syndication Agent”) and as an issuer of letters of credit and Wells Fargo Bank, National Association, as agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Agent”), as the swingline lender and as an issuer of letters of credit. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

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