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Credit Agreement

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Title:

Credit Agreement

Entities:

Bank of Nova Scotia; Bank One, NA; Chase Manhattan Bank; Citicorp USA, Inc.; Citigroup Global Markets Inc.; JPMorgan Chase Bank; Pepco Holdings, Inc.; Royal Bank of Scotland plc; Wachovia Bank, NA; Wachovia Capital Markets, LLC; Bank of New York; Keybank NA; Wachovia Corp.

Date:

2005

Size:

Preview shows 37KB of 233KB total

Price:

$89

ID:

#938841

► Loans ► Credit Agreements
► Miscellany ► Fortune 100
► Financial
► Financial ► Money Center Banks
► Financial ► Regional Banks
► Utilities ► Electric Utilities

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Execution Version

$1,200,000,000

CREDIT AGREEMENT

AMONG

PEPCO HOLDINGS, INC.,
POTOMAC ELECTRIC POWER COMPANY,
DELMARVA POWER & LIGHT COMPANY
and
ATLANTIC CITY ELECTRIC COMPANY,
as Borrowers,

Wachovia Bank, National Association,
as Administrative Agent,

CITICORP USA, INC.,
as Syndication Agent,

and

THE ROYAL BANK OF SCOTLAND, PLC,
THE BANK OF NOVA SCOTIA
and
JPMORGAN CHASE BANK, N.A.
as Documentation Agents

WACHOVIA CAPITAL MARKETS, LLC,
and
CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Book Runners

Dated as of May 5, 2005

______________________________________________________________________________

ARTICLE I DEFINITIONS			1
	1.1	Definitions	1
	1.2	Interpretations	15
	1.3	Accounting	15
ARTICLE II THE CREDITS			16
	2.1	Commitment	16
	2.2	Increase in Commitments	16
	2.3	Required Payments; Termination	17
	2.4	Extension of Facility Termination Date	17
	2.5	Ratable Loans	18
	2.6	Types of Advances	18
	2.7	Facility Fee; Utilization Fee; Reductions in Aggregate Commitment	18
	2.8	Minimum Amount of Each Advance	19
	2.9	Prepayments	19
	2.10	Method of Selecting Types and Interest Periods for New Advances	20
	2.11	Conversion and Continuation of Outstanding Advances	20
	2.12	Changes in Interest Rate, etc.	21
	2.13	Rates Applicable After Default	21
	2.14	Method of Payment	21
	2.15	Noteless Agreement; Evidence of Indebtedness	22
	2.16	Telephonic Notices	22
	2.17	Interest Payment Dates; Interest and Fee Basis	22
	2.18	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions	23
	2.18	Lending Installations	23
	2.20	Non-Receipt of Funds by the Agent	23
	2.21	Letters of Credit	24
ARTICLE III YIELD PROTECTION; TAXES			27
	3.1	Yield Protection	27
	3.2	Changes in Capital Adequacy Regulations	28
	3.3	Availability of Types of Advances	29
	3.4	Funding Indemnification	29
	3.5	Taxes	29
	3.6	Mitigation of Circumstances; Lender Statements; Survival of Indemnity	31
	3.7	Replacement of Lender	31
ARTICLE IV CONDITIONS PRECEDENT			32
	4.1	Initial Credit Extension	32
	4.2	Each Credit Extension	33
ARTICLE V REPRESENTATIONS AND WARRANTIES			33
	5.1	Existence and Standing	33
	5.2	Authorization and Validity	34
	5.3	No Conflict; Government Consent	34
	5.4	Financial Statements	34
	5.5	No Material Adverse Change	35
	5.6	Taxes	35
i __________________________________________________________________________________________________________
	5.7	Litigation and Contingent Obligations	35
	5.8	Significant Subsidiaries	35
	5.9	ERISA	35
	5.10	Accuracy of Information	35
	5.11	Regulation U	35
	5.12	Material Agreements	36
	5.13	Compliance With Laws	36
	5.14	Plan Assets; Prohibited Transactions	36
	5.15	Environmental Matters	36
	5.16	Investment Company Act	36
	5.17	Public Utility Holding Company Act	36
	5.18	Insurance	36
	5.19	No Default	36
	5.20	Ownership of Properties	36
	5.21	OFAC	37
ARTICLE VI COVENANTS			37
	6.1	Financial Reporting	37
	6.2	Use of Proceeds	39
	6.3	Notice of Default	39
	6.4	Conduct of Business	39
	6.5	Taxes	39
	6.6	Insurance	39
	6.7	Compliance with Laws	40
	6.8	Maintenance of Properties	40
	6.9	Inspection	40
	6.10	Merger	40
	6.11	Sales of Assets	40
	6.12	Liens	41
	6.13	Leverage Ratio	43
ARTICLE VII DEFAULTS			43
	7.1	Representation or Warranty	43
	7.2	Nonpayment	44
	7.3	Certain Covenant Breaches	44
	7.4	Other Breaches	44
	7.5	Cross Default	44
	7.6	Voluntary Bankruptcy, etc.	44
	7.7	Involuntary Bankruptcy, etc.	44
	7.8	Seizure of Property, etc.	45
	7.9	Judgments	45
	7.10	ERISA	45
	7.11	Unenforceability of Loan Documents	45
	7.12	Change in Control	45
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES			46
	8.1	Acceleration	46
	8.2	Amendments	46
ii __________________________________________________________________________________________________________
	8.3	Preservation of Rights	47
ARTICLE IX GENERAL PROVISIONS			47
	9.1	Survival of Representations	47
	9.2	Governmental Regulation	47
	9.3	Headings	47
	9.4	Entire Agreement	47
	9.5	Several Obligations; Benefits of this Agreement	47
	9.6	Expenses; Indemnification	48
	9.7	Numbers of Documents	48
	9.8	Disclosure	48
	9.9	Severability of Provisions	48
	9.10	Nonliability of Lenders	49
	9.11	Limited Disclosure	49
	9.12	Nonreliance	50
	9.13	Termination of Existing Credit Facilities	50
	9.14	UA PATRIOT ACT NOTIFICATION	50
ARTICLE X THE AGENT			50
	10.1	Appointment; Nature of Relationship	50
	10.2	Powers	51
	10.3	General Immunity	51
	10.4	No Responsibility for Loans Recitals etc.	51
	10.5	Action on Instructions of Lenders	51
	10.6	Employment of Agents and Counsel	52
	10.7	Reliance on Documents; Counsel	52
	10.8	Agent's Reimbursement and Indemnification	52
	10.9	Notice of Default	52
	10.10	Rights as a Lender	52
	10.11	Lender Credit Decision	53
	10.12	Successor Agent	53
	10.13	Agent's Fee	54
	10.14	Delegation to Affiliates	54
	10.15	Other Agents	54
ARTICLE XI SETOFF; RATABLE PAYMENTS			54
	11.1	Setoff	54
	11.2	Ratable Payments	54
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS			55
	12.1	Successors and Assigns	55
	12.2	Participations	55
	12.3	Assignments	56
	12.4	Dissemination of Information	57
	12.5	Grant of Funding Option to SPC	57
	12.6	Tax Treatment	58
ARTICLE XIII NOTICES			58
	13.1	Notices	58
iii __________________________________________________________________________________________________________
	13.2	Notices to and by Subsidiary Borrowers	59
ARTICLE XIV COUNTERPARTS			59
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL			59
	15.1	CHOICE OF LAW	59
	15.2	CONSENT TO JURISDICTION	5609
	15.3	WAIVER OF JURY TRIAL
iv __________________________________________________________________________________________________________

EXHIBITS
EXHIBIT A	COMPLIANCE CERTIFICATE
EXHIBIT B	ASSIGNMENT AGREEMENT
EXHIBIT C	NOTE
EXHIBIT D	FORM OF LEGAL OPINIONS
EXHIBIT E	FORM OF INCREASE NOTICE
EXHIBIT F	FORM OF EXTENSION NOTICE
SCHEDULES
SCHEDULE 1	PRICING SCHEDULE
SCHEDULE 2	COMMITMENTS AND PRO RATA SHARES
SCHEDULE 3	SIGNIFICANT SUBSIDIARIES
SCHEDULE 4	LIENS
SCHEDULE 5	NONRECOURSE INDEBTEDNESS
SCHEDULE 6	PERMITTED ACE ASSET SALES
SCHEDULE 7	REQUIRED APPROVALS
SCHEDULE 8	EXISTING LETTERS OF CREDIT
i __________________________________________________________________________________________________________

CREDIT AGREEMENT
This CREDIT AGREEMENT, dated as of May 5, 2005, is 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"), various financial institutions (together with their respective successors and assigns and any financial institution that becomes party hereto pursuant to Sections 2.2 or 2.4 hereof, each a "Lender" and collectively the "Lenders"), Citicorp USA, Inc., as Syndication Agent, and Wachovia Bank, National Association, as administrative agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. As used in this Agreement:
"ACE" is defined in the preamble.
"ACE Sublimit" means, at any time, the lesser of (a) $300,000,000, as such amount is (i) increased from time to time pursuant to Section 2.2 or (ii) reduced from time to time pursuant to Section 2.7 and (b) the maximum amount of short-term debt that ACE is authorized to have outstanding by Applicable Governmental Authorities minus any other applicable short-term debt of ACE.
"Administrative Questionnaire" means an administrative questionnaire, substantially in the form supplied by the Agent, completed by a Lender and furnished to the Agent in connection with this Agreement.

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