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Title:

Underwriting Agreement

Entities:

Banc of America Securities LLC; Pepco Holdings, Inc.; Scotia Capital (USA) Inc.; Bank of New York; Thelen Reid & Priest LLP

Date:

2003

Size:

Preview shows 5KB of 52KB total

Price:

$38

ID:

#939721

Start of Preview

UNDERWRITING AGREEMENT

January 15, 2003

Credit Suisse First Boston Corporation,
  As Representative of the Several Underwriters,
    Eleven Madison Avenue,
      New York, N.Y. 10010-3629

Dear Sirs:

          1.          Introductory. Pepco Holdings, Inc., a Delaware corporation ("Company"), proposes to issue and sell $300,000,000 principal amount of its 3.75% Notes due February 15, 2006 ("Offered Securities"), to be issued under an indenture, dated as of September 6, 2002 ("Indenture"), between the Company and The Bank of New York, as trustee ("Trustee"). The Company hereby agrees with the several Underwriters named in Schedule A hereto ("Underwriters") as follows:

          2.          Representations and Warranties of the Company. The Company represents and warrants to the several Underwriters that:

           (a)      A registration statement (No. 333-100478), including a prospectus, relating to various securities, including the Offered Securities, has been filed with the Securities and Exchange Commission ("Commission") and has become effective. Such registration statement, in the form in which it was declared effective by the Commission, is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Offered Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act of 1933, as amended ("Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

          (b)      On the date it was declared effective by the Commission ("Effective Date"), the Registration Statement conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and the applicable rules and regulations of the Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and, on the date of this Agreement and on the Closing Date (as defined below), the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; except that the foregoing does not apply to statements in or omissions from any of such documents based upon information furnished to the Company by any Underwriter through the Representative specifically for use therein as more fully described in Section 7(b). The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all respects with the requirements of the Act or the Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, and the Rules and Regulations.

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