Exhibit 10.2


 


EXECUTION VERSION


 


FIRST AMENDMENT TO LOAN AGREEMENT


 


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).


 


W I T N E S S E T H


 


WHEREAS, the
Borrower, the various financial institutions from time to time party thereto (the “Lenders”) and the Agent are
parties to that certain Term Loan Agreement dated as of July 30, 2015 (as amended, modified, extended, restated, replaced, or supplemented
from time to time, collectively, the “Loan Agreement”);


 


WHEREAS, the
Borrower has requested that the Required Lenders make certain amendments to the Loan Agreement;


 


WHEREAS, the
Required Lenders are willing to make such amendments to the Loan Agreement in accordance with and subject to the terms and conditions
set forth herein.


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

AMENDMENT


 


1.1         Amendment
to 6.10(b). Section 6.10(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


(b) Borrower
may consummate the Exelon-PHI Merger and effectuate the Conversion, provided that the Exelon-PHI Merger and the Conversion are
consummated on or before June 30, 2016;


 


ARTICLE II

CONDITIONS TO EFFECTIVENESS


 


2.1         Closing
Conditions. This Amendment shall be deemed effective as of the date set forth above (the “Amendment Effective
Date”) upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Agent):


 


(a)          Executed
Amendment. The Agent shall have received a copy of this Amendment duly executed by each of the Borrower, the Agent and the
Required Lenders.


 


(b)          Fees
and Expenses. King & Spalding LLP shall have received from the Borrower payment of all fees and expenses incurred in connection
with this Amendment.


 




     


     


    

 


ARTICLE III

MISCELLANEOUS


 


3.1         Amended
Terms. On and after the Amendment Effective Date, all references to the Loan Agreement in each of the Loan Documents shall
hereafter mean the Loan Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the
Loan Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.


 


3.2         Representations
and Warranties of Borrower. The Borrower represents and warrants as follows:


 


(a)          The
Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


 


(b)          The
Borrower has duly executed and delivered the Amendment and the Amendment constitutes the Borrower’s legal, valid and binding
obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).


 


(c)          No
Approval is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution, delivery or performance
by the Borrower of this Amendment; except for such Approvals which have been issued or obtained by the Borrower or any of its Subsidiaries
which are in full force and effect.


 


(d)          The
representations and warranties set forth in Article V of the Loan Agreement are true and correct as of the date hereof (except
for (i) those which expressly relate to an earlier date and (ii) representations and warranties contained in Sections 5.5, 5.7
and 5.15 of the Loan Agreement).


 


(e)          After
giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Unmatured Default.


 


3.3         Reaffirmation
of Obligations. The Borrower hereby ratifies the Loan Agreement and acknowledges and reaffirms (a) that it is bound
by all terms of the Loan Agreement applicable to it and (b) that it is responsible for the observance and full performance
of its respective Obligations.


 


3.4         Loan
Document. This Amendment shall constitute a Loan Document under the terms of the Loan Agreement.


 


3.5         Expenses.
The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment (including, without limitation, the reasonable fees and expenses of the Agent’s legal counsel).


 


3.6         Entirety.
This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements
and understandings, oral or written, if any, relating to the subject matter hereof.


 


3.7         Counterparts;
Telecopy. This Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may


 




     


     


    

 


execute this Amendment
by signing any such counterpart. This Amendment shall be effective when it has been executed by the Borrower, the Agent and the
Required Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.


 


3.8         GOVERNING
LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING SECTION 5.1401.7 OF THE GENERAL
OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF) OF THE STATE OF NEW YORK, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


 


3.9         Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


3.10       Consent
to Jurisdiction; Service of Process; Waiver of Jury Trial. The consent to jurisdiction and waiver of jury trial provisions
set forth in Sections 15.2 and 15.3 of the Loan Agreement, respectively, are hereby incorporated by reference, mutatis
mutandis.


 


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pepco


Amendment
to Loan AGREEMENT


 


IN WITNESS WHEREOF
the parties hereto have caused this Amendment to be duly executed on the date first above written.


 


	 	PEPCO HOLDINGS, INC.,
	 	as Borrower
	 	 	 	 
	 	By: 	/s/ DAVID M. VELAZQUEZ
	 	 	Name:	David M. Velazquez
	 	 	Title:	Executive Vice President




 




     


     


    

 


pepco


Amendment
to Loan AGREEMENT


 


	 	The Bank of Nova Scotia,
	 	as Agent and Lender
	 	 	 	 
	 	By: 	/S/ DAVID DEWAR
	 	 	Name: 	David Dewar
	 	 	Title: 	Director


 




     


     


    

 


pepco


Amendment
to Loan AGREEMENT


 


	 	Wells Fargo Bank, N.A.,
	 	as Lender
	 	 	 	 
	 	By: 	/S/ FREDERICK W. PRICE
	 	 	Name: 	Frederick W. Price
	 	 	Title: 	Managing Director


 




     


     


    

 


pepco


Amendment
to Loan AGREEMENT


 


	 	The Bank of New York Mellon,
	 	as Lender
	 	 	 	 
	 	By: 	/S/ RICHARD K. FRONAPFEL, JR.
	 	 	Name: 	Richard K. Fronapfel, Jr.
	 	 	Title: 	Vice President


 




     


     


    

 


pepco


Amendment
to Loan AGREEMENT


 


	 	SCOTIABANK (IRELAND) LIMITED,
	 	as Lender
	 	 	 	 
	 	By: 	/S/ CLIVE SINNAMON
	 	 	Name: 	Clive Sinnamon
	 	 	Title: 	Director
	 	 	 	 
	 	By: 	/S/ SUE FOSTER
	 	 	Name: 	Sue Foster
	 	 	Title: 	CEO