0001135971-02-000049 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • July 31st, 2002 • Pepco Holdings Inc • Electric & other services combined • New York

This CREDIT AGREEMENT, dated as of _____ __, 2002, 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, each a "Lender" and collectively the "Lenders") and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, 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 the lesser of (a) $300,000,000, as such amount is reduced from time to time pursuant to Section 2.5, and (b) the maximum amount of short-term debt that ACE is authorized to have outstanding by governmental authorities having jurisdiction over ACE.

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Contract
Credit Agreement • July 31st, 2002 • Pepco Holdings Inc • Electric & other services combined • New York

CREDIT AGREEMENT among PEPCO HOLDINGS, INC., BANK ONE, NA, as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED and MERRILL LYNCH & CO., as Co-Syndication Agents and BANC ONE CAPITAL MARKETS, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED and MERRILL LYNCH & CO., as Co-Lead Arrangers and Co-Book Runners DATED AS OF [_______], 2002 CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of _______, 2002, is among Pepco Holdings, Inc. (the "Borrower"), various financial institutions (together with their respective successors and assigns, each a "Lender" and collectively the "Lenders") and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as administrative agent. The parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. As used in this Agreement: "ACE" means Atlantic City Electric Company. "Administrati

Exhibit I-1
Money Pool Agreement • July 31st, 2002 • Pepco Holdings Inc • Electric & other services combined

MONEY POOL AGREEMENT This Agreement is executed this __ day of ___________, ____, by and between Pepco Holdings, Inc. (hereinafter referred to as the "Parent Company"), a [state] Corporation and a holding company registered under the terms of the Public Utility Holding Company Act of 1935 (the "Act"), [name of service company] (hereinafter referred to as the "Service Company"), a [state] corporation and a service company formed under the terms of the Act and [name of participating company], a [state] corporation, and an associate company of the Pepco Holdings System ("Participating Company," and collectively with other associate companies that have or may in the future execute this form of Agreement, the "Participating Companies"). WITNESSETH WHEREAS, the parties hereto desire A) to make excess funds, when and as such excess funds exist, available for borrowing by other Participating Companies and B) when in need to be able to borrow excess funds made available b

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