August 2, 2012 Uses in Closing Conditions Clause

Closing Conditions from Amendment to Second Amended and Restated Credit

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), dated as of August 2, 2012 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 various financial institutions party hereto (each a Lender and collectively the Lenders), 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.

Closing Conditions. This Amendment shall be deemed effective as of August 2, 2012 (the Amendment Effective Date) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Agent):