EX-10.25.1



 Exhibit 10.25.1 
 EXECUTION VERSION 
 FIRST AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 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. 

W I T N E S S E T H 
 WHEREAS, the Borrowers, the Lenders and the Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of August 1, 2011 (as amended, modified, extended, restated,
replaced, or supplemented from time to time, the “Credit Agreement”); 
 WHEREAS, the Borrowers have
requested that the Lenders amend certain provisions of the Credit Agreement; and 
 WHEREAS, the Lenders are willing to
make such amendments to the Credit 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 

AMENDMENTS TO CREDIT AGREEMENT 
 1.1 Amendment to Definition of Facility Termination Date. The definition of Facility Termination Date set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows: 
 “Facility Termination Date” means, with respect to any
Borrower, August 1, 2017, as such date may be extended from time to time pursuant to Section 2.4, or any earlier date on which such Borrower’s Sublimit is reduced to zero or the obligations of the Lenders to make Credit
Extensions to such Borrower is terminated pursuant to Section 8.1. 
 1.2 Amendment to Schedule 1.
Schedule 1 of the Credit Agreement is hereby amended and restated in its entirety to read as set forth hereto as Exhibit A. 







 ARTICLE II 
 CONDITIONS TO EFFECTIVENESS 
 2.1 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): 

(a) Executed Amendment. The Agent shall have received a copy of this Amendment duly executed by each of the
Borrowers, the Agent and the Lenders. 
 (b) Fees and Expenses. 

(i) The Borrowers shall have paid all fees and expenses owing pursuant to (1) that certain Active Joint Lead
Arrangers Fee Letter dated as of July 19, 2012 by and among the Borrowers, the Agent, the Syndication Agent, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner and Smith, Incorporated and (2) that certain Passive Joint Lead
Arrangers Fee Letter dated as of July 19, 2012 by and among the Borrowers, Citigroup Global Markets Inc. and RBS Securities, Inc. 
 (ii) King & Spalding LLP shall have received from the Borrowers payment of all fees and expenses incurred in connection with this Amendment. 

(c) Officer’s Certificates and Certificates of Good Standing. With respect to each Borrower, the Agent shall
have received the following, each in form and substance reasonably satisfactory to the Agent, an officer’s certificate (A) certifying that the articles or certificate of incorporation of such Borrower that were delivered on the Closing
Date remain true and complete as of the Amendment Effective Date (or certified updates as applicable), (B) certifying that the bylaws of such Borrower that were delivered on the Closing Date remain true and correct and in force and effect as of
the Amendment Effective Date (or certified updates as applicable), (C) attaching copies of the resolutions of the board of directors of such Borrower approving and adopting this Amendment, the transactions contemplated herein and authorizing
execution and delivery hereof, and certifying such resolutions to be true and correct and in force and effect as of the Amendment Effective Date and (D) attaching a new incumbency certificate for such Borrower. The Agent shall have received
certificates of good standing, existence or its equivalent with respect to each Borrower certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation of such Borrower. 

(d) Miscellaneous. All other documents and legal matters in connection with the transactions contemplated by this
Amendment shall be reasonably satisfactory in form and substance to the Agent and its counsel. 
 ARTICLE III 

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







 3.2 Representations and Warranties of Borrowers. Each of the Borrowers
represents and warrants as follows: 
 (a) Such Borrower has taken all necessary action to authorize the
execution, delivery and performance of this Amendment. 
 (b) Such Borrower has duly executed and delivered the
Amendment and the Amendment constitutes such 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 such Borrower or any of its Subsidiaries in connection with the execution,
delivery or performance by such Borrower of this Amendment; except for such Approvals which have been issued or obtained by such 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 Credit 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 Credit Agreement). 

(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event
of Default. 
 3.3 Reaffirmation of Obligations. Each Borrower hereby ratifies the Credit Agreement and
acknowledges and reaffirms (a) that it is bound by all terms of the Credit 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 Credit Agreement. 

3.5 Expenses. The Borrowers 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, which such fees and expenses shall not exceed, in the aggregate, $15,000). 

3.6 Further Assurances. The Borrowers agree to promptly take such action, upon the request of the Agent, as is reasonably
necessary to carry out the intent of this Amendment. 
 3.7 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. 
 3.8 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 Borrowers, the Agent and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has
taken such action. 







 3.9 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.

 3.10 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. 
 3.11 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 Credit Agreement, respectively, are hereby incorporated by reference, mutatis mutandis. 

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 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

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

					
	PEPCO HOLDINGS, INC.
		
	By:	 	/s/ Kevin M. McGowan
		 	Name:	 	Kevin M. McGowan
		 	Title:	 	Vice President and Treasurer
	
	POTOMAC ELECTRIC POWER COMPANY
		
	By:	 	/s/ Kevin M. McGowan
		 	Name:	 	Kevin M. McGowan
		 	Title:	 	Vice President and Treasurer
	
	DELMARVA POWER & LIGHT COMPANY
		
	By:	 	/s/ Kevin M. McGowan
		 	Name:	 	Kevin M. McGowan
		 	Title:	 	Vice President and Treasurer
	
	ATLANTIC CITY ELECTRIC COMPANY
		
	By:	 	/s/ Kevin M. McGowan
		 	Name:	 	Kevin M. McGowan
		 	Title:	 	Treasurer
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Agent, Issuer, Swingline Lender and Lender
		
	By:	 	 
			
		 	Name:	 	 
			
		 	Title:	 	 










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

  

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Agent, Issuer, Swingline Lender and Lender
		
	By:	 	/s/ Allison Newman
		 	Name:	 	Allison Newman
		 	Title:	 	Director










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
					
	BANK OF AMERICA, N.A.,
	as Syndication Agent, Issuer and Lender
		
	By:	 	/s/ Michael Mason
		 	Name:	 	Michael Mason
		 	Title:	 	Director










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
					
	CITIBANK, N.A.,
	as Co-Documentation Agent and Lender
		
	By:	 	/s/ D. Scott McMurtry
		 	Name:	 	D. Scott McMurtry
		 	Title:	 	Vice President


  








 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	THE ROYAL BANK OF SCOTLAND PLC,
	as Co-Documentation Agent and Lender
		
	By:	 	 /s/ Tyler J McCarthy

		 	Name: Tyler J McCarthy
		 	Title: Director










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	THE BANK OF NOVA SCOTIA,
	as Lender
		
	By:	 	 /s/ Thane Rattew

		 	Name: Thane Rattew
		 	Title: Managing Director


  








 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	BARCLAYS BANK PLC,
	as Lender
		
	By:	 	 /s/ Sreedhar R. Kona

		 	Name: Sreedhar R. Kona
		 	Title: Assistant Vice President


  








 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as Lender
		
	By:	 	 /s/ Mikhail Faybusovich

		 	Name: Mikhail Faybusovich
		 	Title: Director
		
	By:	 	 /s/ Vipul Dhadda

		 	Name: Vipul Dhadda
		 	Title: Associate


  








 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	JPMORGAN CHASE BANK, N.A.,
	as Lender
		
	By:	 	 /s/ Helen D. Davis

		 	Name: Helen D. Davis
		 	Title: Vice President


  








 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	MORGAN STANLEY BANK, N.A.,
	as Lender
		
	By:	 	 /s/ Kelly Chin

		 	Name: Kelly Chin
		 	Title: Authorized Signatory


  








 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	KEYBANK NATIONAL ASSOCIATION,
	as Lender
		
	By:	 	 /s/ Sherrie I. Manson

		 	Name:  Sherrie I. Manson
		 	Title:     Senior Vice President










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	SUNTRUST BANK,
	as Lender
		
	By:	 	 /s/ Andrew Johnson

		 	Name: Andrew Johnson
		 	Title:   Director










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	BANK OF NEW YORK MELLON,
	as Lender
		
	By:	 	 /s/ Richard K. Fronapfel, Jr.

		 	Name: Richard K. Fronapfel, Jr.
		 	Title:   Vice President










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	BANK OF TOKYO—MITSUBISHI UFJ, LTD.,
	as Lender
		
	By:	 	 /s/ Nicholas R. Battista

		 	Name: Nicholas R. Battista
		 	Title: Director










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	GOLDMAN SACHS BANK USA,
	as Lender
		
	By:	 	 /s/ Mark Walton

		 	Name: Mark Walton
		 	Title:  Authorized Signatory










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	MANUFACTURERS AND TRADERS TRUST COMPANY,
	as Lender
		
	By:	 	 /s/ Rebecca A. Hancock

		 	Name: Rebecca A. Hancock
		 	Title:  Vice President










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	NORTHERN TRUST COMPANY,
	as Lender
		
	By:	 	 /s/ Peter J. Hallan

		 	Name: Peter J. Hallan
		 	Title:   Vice President










 PEPCO 
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  

 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as Lender
		
	By:	 	 /s/ Matthew Sawyer

		 	Name: Matthew Sawyer
		 	Title:  Senior Vice President









 EXHIBIT A 
 See attached. 







 SCHEDULE 1 
 PRICING SCHEDULE 
  

							
	 LEVEL
 STATUS
	  	APPLICABLE MARGIN FOR
EURODOLLAR RATE
ADVANCES/LC FEE RATE	 	APPLICABLE MARGIN FOR
FLOATING RATE
ADVANCES	 	FACILITY
FEE 
RATE
	 I
	  	0.900%	 	0.000%	 	0.100%
	 II
	  	1.000%	 	0.000%	 	0.125%
	 III
	  	1.075%	 	0.075%	 	0.175%
	 IV
	  	1.275%	 	0.275%	 	0.225%
	 V
	  	1.475%	 	0.475%	 	0.275%
	 VI
	  	1.650%	 	0.650%	 	0.350%

 For the purposes of this Schedule, the following terms have the following meanings, subject to the other
provisions of this Schedule: 
 “Level I Status” exists with respect to any Borrower on any date if, on such
date, such Borrower’s Moody’s Rating is A2 or better, such Borrower’s S&P Rating is A or better or such Borrower’s Fitch Rating is A or better. 
 “Level II Status” exists with respect to any Borrower on any date if, on such date, (i) such Borrower has not qualified for Level I Status and (ii) such Borrower’s
Moody’s Rating is A3 or better, such Borrower’s S&P Rating is A- or better or such Borrower’s Fitch Rating is A- or better. 
 “Level III Status” exists with respect to any Borrower on any date if, on such date, (i) such Borrower has not qualified for Level I Status or Level II Status and (ii) such
Borrower’s Moody’s Rating is Baa1 or better, such Borrower’s S&P Rating is BBB+ or better or such Borrower’s Fitch Rating is BBB+ or better. 
 “Level IV Status” exists with respect to any Borrower on any date if, on such date, (i) such Borrower has not qualified for Level I Status, Level II Status or Level III Status and
(ii) such Borrower’s Moody’s Rating is Baa2 or better, such Borrower’s S&P Rating is BBB or better or such Borrower’s Fitch Rating is BBB or better. 

“Level V Status” exists with respect to any Borrower on any date if, on such date, (i) such Borrower has not
qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) such Borrower’s Moody’s Rating is Baa3 or better, such Borrower’s S&P Rating is BBB- or better or such Borrower’s Fitch Rating
is BBB- or better. 







 “Level VI Status” exists with respect to any Borrower on any date if, on
such date, such Borrower has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. 
 “Fitch Rating” means, at any time for any Borrower, the ratings issued by Fitch Ratings, Ltd. (“Fitch”) and then in effect with respect to such Borrower’s unsecured
long-term debt securities without third-party credit enhancement. 
 “Moody’s Rating” means, at any time
for any Borrower, the rating issued by Moody’s and then in effect with respect to such Borrower’s senior unsecured long term debt securities without third party credit enhancement. 

“S&P Rating” means, at any time for any Borrower, the rating issued by S&P and then in effect with respect to
such Borrower’s senior unsecured long term debt securities without third party credit enhancement. 

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.

 For purposes of this Schedule, the Moody’s Rating, the S&P Rating and the Fitch Rating in effect for any Borrower on
any date are that in effect at the close of business on such date. 
 The Applicable Margin, the Facility Fee Rate and the LC
Fee Rate for each Borrower shall be determined in accordance with the above based on such Borrower’s Status as determined from its then current Moody’s Rating, S&P Rating and Fitch Rating. If the applicable Borrower is split-rated and
all three (3) ratings fall in different Levels, the Applicable Margin, the LC Fee Rate and the Facility Fee Rate shall be based upon the Level indicated by the middle rating. If the applicable Borrower is split-rated and two (2) of the
ratings fall in the same Level, (the “Majority Level”) and the third rating is in a different Level, the Applicable Margin, the LC Fee Rate and the Facility Fee Rate shall be based upon the Majority Level. In the event that only two
(2) ratings are available, the Applicable Margin, the LC Fee Rate and the Facility Fee Rate shall be based upon the Level indicated by the higher of the two ratings unless there is a two or more Level difference in the levels indicated by each
of the two available ratings, in which case the Level that is one Level below the higher rating shall apply. Should a Borrower not have any Moody’s Rating, S&P Rating or Fitch Rating, the corporate credit or issuer rating of such Borrower,
as applicable, will be used in lieu thereof.