Restricted Stock Unit Award Agreement – Duke Energy Corp.

$6,000,000,000

CREDIT AGREEMENT

dated as of

November 18, 2011

among

Duke Energy Corporation

Duke Energy Carolinas, LLC

Duke Energy Ohio, Inc.

Duke Energy Indiana, Inc.
and

Duke Energy Kentucky, Inc.,
as Borrowers,

The Lenders Listed Herein,

Wells Fargo Bank, National Association,

as Administrative Agent,

and

Bank of America, N.A.

and

The Royal Bank of Scotland plc,

as Co-Syndication Agents

and

Bank of China, New York Branch

Barclays Bank PLC

Citibank, N.A.

Credit Suisse AG, Cayman Islands Branch

Industrial and Commercial Bank of China Limited, New York
Branch

JPMorgan Chase Bank, N.A.

and

UBS Securities LLC,

as Co-Documentation Agents

Bank of China, New York Branch

Barclays Capital

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Industrial and Commercial Bank of China Limited, New York
Branch

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

RBS Securities Inc.

UBS Securities LLC

and

Wells Fargo Securities, LLC,

Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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CREDIT AGREEMENT

AGREEMENT dated as of November 18, 2011 among DUKE ENERGY CORPORATION, DUKE
ENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC. and
DUKE ENERGY KENTUCKY, INC., as Borrowers, the Lenders listed on the signature
pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,
BANK OF AMERICA, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication
Agents, and BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A.,
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA
LIMITED, NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, as
Co-Documentation Agents.

The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01. Definitions. The following terms, as used herein, have
the following meanings:

“Additional Lender” means any financial institution that
becomes a Lender for purposes hereof pursuant to Section 2.17 or 8.06.

“Administrative Agent” means Wells Fargo in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

“Administrative Questionnaire” means, with respect to each
Lender, the administrative questionnaire in the form submitted to such Lender by
the Administrative Agent and submitted to the Administrative Agent (with a copy
to each Borrower) duly completed by such Lender.

“Affiliate” means, as to any Person (the “specified
Person“) (i) any Person that directly, or indirectly through one or
more intermediaries, controls the specified Person (a “Controlling
Person“) or (ii) any Person (other than the specified Person or a
Subsidiary of the specified Person) which is controlled by or is under common
control with a Controlling Person. As used herein, the term
“control” means possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.

“Agent” means any of the Administrative Agent, the
Co-Syndication Agents or the Co-Documentation Agents.

“Aggregate Exposure” means, with respect to any Lender at
any time, the aggregate amount of its Borrower Exposures to all Borrowers at
such time.

“Agreement” means this Agreement as the same may be amended
from time to time.

“Applicable Lending Office” means, with respect to any
Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and
(ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

“Applicable Margin” means, with respect to Euro-Dollar
Loans, Swingline Loans or Base Rate Loans to any Borrower, the applicable rate
per annum for such Borrower determined in accordance with the Pricing Schedule.

“Appropriate Share” has the meaning set forth in Section
8.03(d).

“Approved Fund” means any Fund that is administered or
managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.

“Approved Officer” means the president, the chief financial
officer, a vice president, the treasurer, an assistant treasurer or the
controller of the Borrower or such other representative of the Borrower as may
be designated by any one of the foregoing with the consent of the Administrative
Agent.

“Assignee” has the meaning set forth in Section 9.06(c).

“Availability Percentage” means, with respect to each
Borrower at any time, the percentage which such Borrower153s Sublimit bears to the
aggregate amount of the Commitments, all determined as of such time.

“Bankruptcy Event” means, with respect to any Person, such
Person becomes the subject of a bankruptcy or insolvency proceeding (or any
similar proceeding), or generally fails to pay its debts as such debts become
due, or admits in writing its inability to pay its debts generally, or has had a
receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or
liquidation of its business or assets appointed for it, or, in the good faith
determination of the Administrative Agent (or, if the Administrative Agent is
the subject of the Bankruptcy Event, the Required Lenders), has taken any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any such proceeding or appointment, provided that a Bankruptcy Event shall
not result solely by virtue of any ownership interest, or the acquisition of any
ownership interest, in such Person by a Governmental Authority or
instrumentality thereof so long as such ownership interest does not result in or
provide such Person with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Person (or such

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Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made by such Person.

“Base Rate” means, for any day for which the same is to be
calculated, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus
1/2 of 1% and (c) the LIBOR Market Index Rate plus 1%. Each change in the Base
Rate shall take effect simultaneously with the corresponding change in the rates
described in clauses (a), (b) or (c) above, as the case may be.

“Base Rate Loan” means (i) a Loan which bears interest at
the Base Rate pursuant to the applicable Notice of Borrowing or Notice of
Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount
which was a Base Rate Loan immediately before it became overdue.

“Borrower” means each of Duke Energy Carolinas, Duke Energy
Ohio, Duke Energy Indiana, Duke Energy Kentucky, the Company and, on and after
the Second Effective Date, Progress Energy Florida and Progress Energy
Carolinas. References herein to “the Borrower” in connection with any Loan or
Group of Loans or any Letter of Credit hereunder are to the particular Borrower
to which such Loan or Loans are made or proposed to be made or at whose request
and for whose account such Letter of Credit is issued or proposed to be issued.

“Borrower Exposure” means, with respect to any Lender and
any Borrower at any time, (i) an amount equal to the product of such Lender153s
Percentage and such Borrower153s Sublimit (whether used or unused) at such time or
(ii) if such Lender153s Commitment shall have terminated, either generally or with
respect to such Borrower, or if such Borrower153s Sublimit shall have been reduced
to zero, the sum of the aggregate outstanding principal amount of its Loans
(other than Swingline Loans) to such Borrower, the aggregate amount of its
Letter of Credit Liabilities in respect of such Borrower and the amount of its
Swingline Exposure in respect of such Borrower at such time.

“Borrower Maturity Date” means, with respect to any
Revolving Credit Loan to any Borrower other than the Company, the first
anniversary of the date of the Borrowing of such Revolving Credit Loan;
provided that if the Borrower designates such Borrowing as long-term in
its Notice of Borrowing, then the Borrower Maturity Date shall not be applicable
thereto.

“Borrowing” has the meaning set forth in Section 1.03.

“Cash Collateralize” means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of each Issuing Lender and
each Lender, as collateral for the Letter of Credit Liabilities, cash or deposit
account balances, and “Cash Collateral” shall refer to such
cash or deposit account balances.

“Change in Law” means the occurrence of any of the following
after the date of this Agreement: (a) the adoption or taking effect of any law,
rule, regulation

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or treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority, or (c) the making or issuance of any request, rules, guideline,
requirement or directive (whether or not having the force of law) by any
Governmental Authority; provided however, that notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof, and
(ii) all requests, rules, guidelines, requirements and directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to be a “Change in Law” after the date hereof regardless of
the date enacted, adopted, issued or implemented.

“Co-Documentation Agents” means each of Bank of China, New
York Branch, Barclays Bank PLC, Citibank, N.A., Credit Suisse AG, Cayman Islands
Branch, Industrial and Commercial Bank of China Limited, New York Branch,
JPMorgan Chase Bank, N.A., and UBS Securities LLC, in its capacity as
documentation agent in respect of this Agreement.

“Commitment” means (i) with respect to any Lender listed on
the signature pages hereof, the amount set forth opposite its name on the
Commitment Schedule as its Initial Commitment, which amount, subject to the
conditions in Section 3.02, shall be increased by the amount set forth opposite
its name on the Commitment Schedule as its Delayed Additional Commitment, and
(ii) with respect to each Additional Lender or Assignee which becomes a Lender
pursuant to Sections 2.17, 8.06 and 9.06(c), the amount of the Commitment
thereby assumed by it, in each case as such amount may from time to time be
reduced pursuant to Sections 2.08, 2.10, 8.06 or 9.06(c) or increased pursuant
to Sections 2.17, 8.06 or 9.06(c).

“Commitment Schedule” means the Commitment Schedule attached
hereto.

“Commitment Termination Date” means, for each Lender,
November 18, 2016, as such date may be extended from time to time with respect
to such Lender pursuant to Section 2.01(b) or, if such day is not a Euro-Dollar
Business Day, the next preceding Euro-Dollar Business Day.

“Company” means Duke Energy Corporation, a Delaware
corporation.

“Connection Income Taxes” means, with respect to any Lender
or Agent, taxes that are imposed on or measured by net income (however
denominated), franchise taxes or branch profits taxes, in each case, imposed as
a result of a connection (including any former connection) between such Lender
or Agent and the jurisdiction imposing such tax (other than connections arising
from such Lender or Agent having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected
a security

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interest under, engaged in any other transaction pursuant to or enforced this
Agreement or any Note, or sold or assigned an interest in any Loan, this
Agreement or any Note).

“Consolidated Capitalization” means, with respect to any
Borrower, the sum, without duplication, of (i) Consolidated Indebtedness of such
Borrower, (ii) consolidated common equityholders153 equity as would appear on a
consolidated balance sheet of such Borrower and its Consolidated Subsidiaries
prepared in accordance with generally accepted accounting principles, (iii) the
aggregate liquidation preference of preferred or priority equity interests
(other than preferred or priority equity interests subject to mandatory
redemption or repurchase) of such Borrower and its Consolidated Subsidiaries
upon involuntary liquidation, (iv) the aggregate outstanding amount of all
Equity Preferred Securities of such Borrower and (v) minority interests as would
appear on a consolidated balance sheet of such Borrower and its Consolidated
Subsidiaries prepared in accordance with generally accepted accounting
principles.

“Consolidated Indebtedness” means, at any date, with respect
to any Borrower, all Indebtedness of such Borrower and its Consolidated
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles; provided that Consolidated Indebtedness
shall exclude, to the extent otherwise reflected therein, Equity Preferred
Securities of such Borrower and its Consolidated Subsidiaries up to a maximum
excluded amount equal to 15% of Consolidated Capitalization of such Borrower.

“Consolidated Subsidiary” means, for any Person, at any date
any Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date.

“Co-Syndication Agents” means each of Bank of America, N.A.
and The Royal Bank of Scotland plc, in its capacity as syndication agent in
respect of this Agreement.

“Default” means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to
(i) fund any portion of its Loans within two Domestic Business Days of the date
required to be funded, (ii) fund any portion of its participations in Letters of
Credit required to be funded by it hereunder within two Domestic Business Days
of the date required to be funded or (iii) pay over to any Lender Party any
other amount required to be paid by it hereunder within two Domestic Business
Days of the date required to be paid, unless, in the case of clause (i) or (iii)
above, such Lender notifies the Administrative Agent (or, if the Administrative
Agent is the Defaulting Lender, the Required Lenders) in writing that such
failure is the result

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of such Lender153s good faith determination that a condition precedent to
funding (specifically identified and including the particular default, if any)
has not been satisfied, (b) has notified the Company or the Administrative Agent
in writing, or has made a public statement to the effect, that it does not
intend or expect to comply with any of its funding obligations under this
Agreement (unless such writing or public statement indicates that such position
is based on such Lender153s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to
funding under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three
Domestic Business Days after request by the Administrative Agent (or, if the
Administrative Agent is the Defaulting Lender, the Required Lenders) or the
Company, acting in good faith, to provide a certification in writing from an
authorized officer of such Lender that it will comply with its obligations to
fund prospective Loans and participations in then outstanding Letters of Credit
under this Agreement unless such Lender notifies the Administrative Agent (or,
if the Administrative Agent is the Defaulting Lender, the Required Lenders) in
writing that such failure is the result of such Lender153s good faith
determination that one or more conditions precedent to funding (specifically
identified and including the particular default, if any) has not been satisfied,
provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon receipt by the Administrative Agent (or, if the Administrative
Agent is the Defaulting Lender, the Required Lenders) and the Company of such
certification in form and substance satisfactory to the Administrative Agent
(or, if the Administrative Agent is the Defaulting Lender, the Required Lenders)
and the Company, or (d) has become (or has a direct or indirect Parent that has
become) the subject of a Bankruptcy Event. Any determination by the
Administrative Agent (or, if the Administrative Agent is the Defaulting Lender,
the Required Lenders) that a Lender is a Defaulting Lender shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a
Defaulting Lender upon delivery of written notice of such determination to the
Company and each Lender.

“Delayed Additional Commitments” means the incremental
amounts of Commitments so identified in the Commitment Schedule.

“Domestic Business Day” means any day except a Saturday,
Sunday or other day on which commercial banks in New York City or in the State
of North Carolina are authorized by law to close.

“Domestic Lending Office” means, as to each Lender, its
office located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Lender may hereafter designate as its Domestic
Lending Office by notice to the Borrowers and the Administrative Agent.

“Duke Energy Carolinas” means Duke Energy Carolinas, LLC, a
North Carolina limited liability company.

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“Duke Energy Carolinas Mortgage” means the First and
Refunding Mortgage between Duke Energy Carolinas and JPMCB, as successor
trustee, dated as of December 1, 1927 as amended or supplemented from time to
time.

“Duke Energy Indiana” means Duke Energy Indiana, Inc., an
Indiana corporation.

“Duke Energy Indiana First Mortgage Trust Indenture” means
the first mortgage trust indenture, dated as of September 1, 1939, between Duke
Energy Indiana and Deutsche Bank National Trust Company, as successor trustee,
as amended, modified or supplemented from time to time, and any successor or
replacement mortgage trust indenture.

“Duke Energy Kentucky” means Duke Energy Kentucky, Inc., a
Kentucky corporation.

“Duke Energy Kentucky First Mortgage Trust Indenture” means
the first mortgage trust indenture, dated as of February 1, 1949, between Duke
Energy Kentucky and The Bank of New York (successor to Irving Trust Company), as
trustee, as amended, modified or supplemented from time to time, and any
successor or replacement mortgage trust indenture.

“Duke Energy Ohio” means Duke Energy Ohio, Inc., an Ohio
corporation.

“Duke Energy Ohio First Mortgage Trust Indenture” means the
first mortgage trust indenture, dated as of August 1, 1936, between Duke Energy
Ohio and The Bank of New York (successor to Irving Trust Company), as trustee,
as amended, modified or supplemented from time to time, and any successor or
replacement mortgage trust indenture.

“Endowment” means the Duke Endowment, a charitable common
law trust established by James B. Duke by Indenture dated December 11, 1924.

“Environmental Laws” means any and all federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges, releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of pollutants, contaminants, chemicals, or
industrial, toxic or hazardous substances or wastes.

“Equity Preferred Securities” means, with respect to any
Borrower, any trust preferred securities or deferrable interest subordinated
debt securities issued by such Borrower or any Subsidiary or other financing
vehicle of such Borrower

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that (i) have an original maturity of at least twenty years and (ii) require
no repayments or prepayments and no mandatory redemptions or repurchases, in
each case, prior to the first anniversary of the latest Commitment Termination
Date.

“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.

“ERISA Group” means, with respect to any Borrower, such
Borrower and all other members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) under common control which,
together with such Borrower, are treated as a single employer under Section 414
of the Internal Revenue Code.

“Euro-Dollar Business Day” means any Domestic Business Day
on which commercial banks are open for international business (including
dealings in dollar deposits) in London.

“Euro-Dollar Lending Office” means, as to each Lender, its
office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Euro-Dollar Lending Office) or such other office, branch or affiliate of
such Lender as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Borrowers and the Administrative Agent.

“Euro-Dollar Loan” means (i) a Loan which bears interest at
a Euro-Dollar Rate pursuant to the applicable Notice of Borrowing or Notice of
Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan
immediately before it became overdue.

“Euro-Dollar Rate” means a rate of interest determined
pursuant to Section 2.06(b) on the basis of a London Interbank Offered Rate.

“Euro-Dollar Reference Lenders” means the principal London
offices of Bank of America, N.A., The Royal Bank of Scotland plc and Wells
Fargo.

“Euro-Dollar Reserve Percentage” has the meaning set forth
in Section 2.16.

“Event of Default” has the meaning set forth in Section
6.01.

“Existing Credit Agreement” means the Amended and Restated
Credit Agreement dated as of June 28, 2007, among the Company, Duke Energy
Carolinas, Duke Energy Ohio, Duke Energy Indiana, Duke Energy Kentucky, the
banks party thereto, and Wachovia Bank, National Association, as administrative
agent, as amended by Amendment No. 1 dated as of March 10, 2008.

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“Existing Duke Letter of Credit” means each letter of credit
outstanding under the Existing Credit Agreement on the Initial Effective Date.

“Existing Progress Credit Agreements” means (i) the Credit
Agreement dated as of October 15, 2010 among Progress Energy Florida, as
borrower, Bank of America, N.A., as administrative agent, and the lenders party
thereto, (ii) the Credit Agreement dated as of October 15, 2010 among Progress
Energy Carolinas, as borrower, Wells Fargo Bank, N.A., as administrative agent,
and the lenders party thereto, and (iii) the Existing Progress Parent Credit
Agreement.

“Existing Progress Letter of Credit” means each letter of
credit outstanding under the Existing Progress Parent Credit Agreement or the
Existing Progress Parent LC Facility on the Second Effective Date. Schedule I
sets forth a schedule of the letters of credit which are expected to be Existing
Progress Letters of Credit.

“Existing Progress Parent Credit Agreement” means the Credit
Agreement dated as of May 3, 2006, as amended and modified, among Progress
Energy, Inc., as borrower, Citibank, N.A., as administrative agent, and the
lenders party thereto, as amended.

“Existing Progress Parent LC Facility” means the Letter of
Credit Agreement dated as of July 1, 2011, as amended and modified, between
Progress Energy, Inc., as borrower, and Wells Fargo, as issuer.

“Facility Fee Rate” means, with respect to any Borrower, the
applicable rate per annum for such Borrower determined in accordance with the
Pricing Schedule.

“FATCA” has the meaning set forth in Section 8.04(a).

“Federal Funds Rate” means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day; provided that (i) if such day is
not a Domestic Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Domestic Business Day as so
published on the next succeeding Domestic Business Day and (ii) if no such rate
is so published on such next succeeding Domestic Business Day, the Federal Funds
Rate for such day shall be the average rate quoted to Wells Fargo on such day on
such transactions as determined by the Administrative Agent.

“Fund” means any Person (other than a natural Person) that
is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

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“Governmental Authority” means any international, foreign,
federal, state, regional, county, local or other governmental or
quasi-governmental authority.

“Group of Loans” means at any time a group of Loans
consisting of (i) all Loans to the same Borrower which are Base Rate Loans at
such time or (ii) all Euro-Dollar Loans to the same Borrower having the same
Interest Period at such time; provided that, if a Loan of any
particular Lender is converted to or made as a Base Rate Loan pursuant to
Article 8, such Loan shall be included in the same Group or Groups of Loans from
time to time as it would have been if it had not been so converted or made.

“Hedging Agreement” means for any Person, any and all
agreements, devices or arrangements designed to protect such Person or any of
its Subsidiaries from the fluctuations of interest rates, exchange rates
applicable to such party153s assets, liabilities or exchange transactions,
including, but not limited to, dollar-denominated or cross-currency interest
rate exchange agreements, forward currency exchange agreements, interest rate
cap or collar protection agreements, commodity swap agreements, forward rate
currency or interest rate options, puts and warrants. Notwithstanding anything
herein to the contrary, “Hedging Agreements” shall also include
fixed-for-floating interest rate swap agreements and similar instruments.

“Increased Commitments” has the meaning set forth in Section
2.17.

“Indebtedness” of any Person means at any date, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
indebtedness of such Person for the deferred purchase price of property or
services purchased (excluding current accounts payable incurred in the ordinary
course of business), (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired, (iv) all indebtedness under leases which shall have been or should be,
in accordance with generally accepted accounting principles, recorded as capital
leases in respect of which such Person is liable as lessee, (v) the face amount
of all outstanding letters of credit issued for the account of such Person
(other than letters of credit relating to indebtedness included in Indebtedness
of such Person pursuant to another clause of this definition) and, without
duplication, the unreimbursed amount of all drafts drawn thereunder, (vi)
indebtedness secured by any Lien on property or assets of such Person, whether
or not assumed (but in any event not exceeding the fair market value of the
property or asset), (vii) all direct guarantees of Indebtedness referred to
above of another Person, (viii) all amounts payable in connection with mandatory
redemptions or repurchases of preferred stock or member interests or other
preferred or priority equity interests and (ix) any obligations of such Person
(in the nature of principal or interest) in respect of acceptances or similar
obligations issued or created for the account of such Person.

“Indemnitee” has the meaning set forth in Section 9.03.

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“Initial Commitments” means the initial amounts of
Commitments so identified in the Commitment Schedule.

“Initial Effective Date” means the date on which this
Agreement becomes effective pursuant to Section 3.01.

“Initial Sublimit” means, with respect to each Borrower, the
amount set forth opposite its name in the table below:

“Interest Period” means, with respect to each Euro-Dollar
Loan, the period commencing on the date of borrowing specified in the applicable
Notice of Borrowing or on the date specified in an applicable Notice of Interest
Rate Election and ending one, two, three or six, or, if deposits of a
corresponding maturity are generally available in the London interbank market,
nine or twelve, months thereafter, as the Borrower may elect in such notice;
provided that:

(a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Euro-Dollar Business Day; and

(b) any Interest Period which begins on the last Euro-Dollar Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Euro-Dollar Business Day of a calendar month;

provided further that no Interest Period applicable to any
Loan of any Lender may end after such Lender153s Commitment Termination Date.

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“Internal Revenue Code” means the Internal Revenue Code of
1986, as amended, or any successor statute.

“Investment Grade Status” exists as to any Person at any
date if all senior long-term unsecured debt securities of such Person
outstanding at such date which had been rated by S&P or Moody153s are rated
BBB- or higher by S&P or Baa3 or higher by Moody153s, as the case may
be, or if such Person does not have a rating of its long-term unsecured debt
securities, then if the corporate credit rating of such Person, if any exists,
from S&P is BBB- or higher or the issuer rating of such Person, if
any exists, from Moody153s is Baa3 or higher.

“Issuing Lender” means (i) each of Bank of America, N.A.,
Barclays Bank PLC, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch,
JPMorgan Chase Bank, N.A., The Royal Bank of Scotland plc, UBS AG, Stamford
Branch, and Wells Fargo, and (ii) any other Lender that may agree to issue
letters of credit hereunder, in each case as issuer of a Letter of Credit
hereunder. No Issuing Lender shall be obligated to issue any Letter of Credit
hereunder if, after giving effect thereto, the aggregate Letter of Credit
Liabilities in respect of all Letters of Credit issued by such Issuing Lender
hereunder would exceed (i) in the case of each Issuing Lender named in clause
(i) above, $125,000,000 (as such amount may be modified from time to time by
agreement between the Company and such Issuing Lender) or (ii) with respect to
any other Issuing Lender, such amount (if any) as may be agreed for this purpose
from time to time by such Issuing Lender and the Company. For avoidance of
doubt, the limitations in the preceding sentence are for the exclusive benefit
of the respective Issuing Lenders, are incremental to the other limitations
specified herein on the availability of Letters of Credit and do not affect such
other limitations.

“Joinder Agreement” means a joinder agreement between each
Progress Borrower and the Administrative Agent in substantially the form of
Exhibit H.

“Lender” means each bank or other financial institution
listed on the signature pages hereof, each Additional Lender, each Assignee
which becomes a Lender pursuant to Section 9.06(c), and their respective
successors. Each reference herein to a “Lender” shall, unless the context
otherwise requires, include the Swingline Lender and each Issuing Lender in such
capacity.

“Lender Party” means any of the Lenders, the Issuing Lenders
and the Agents.

“Letter of Credit” means a stand-by letter of credit issued
or to be issued hereunder by an Issuing Lender in accordance with Section 2.15,
including the Existing Duke Letters of Credit and, on and after the Second
Effective Date, the Existing Progress Letters of Credit.

“Letter of Credit Liabilities” means, for any Lender and at
any time, such Lender153s ratable participation in the sum of (x) the amounts then
owing by

12

all Borrowers in respect of amounts drawn under Letters of Credit and (y) the
aggregate amount then available for drawing under all Letters of Credit.

“LIBOR Market Index Rate” means, for any day, the rate for
one month U.S. dollar deposits as appears on the display designated as Page LIBO
on the Reuters Screen (or such other page as may replace such page on such
service, or on another service designated by the British Bankers153 Association
for the purpose of displaying the rates at which U.S. dollar deposits are
offered by lending banks in the London interbank deposit market), determined as
of 11:00 a.m. London time, for such day; or if such day is not a Euro-Dollar
Business Day, for the immediately preceding Euro-Dollar Business Day (or if not
so reported, then as determined by the Administrative Agent from another
recognized source or interbank quotation.)

“Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset. For the purposes of this Agreement, any Borrower or any of its
Subsidiaries shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

“Loan” means a Revolving Credit Loan or a Swingline Loan;
provided that Swingline Loans shall be subject to only those provisions
of Article 2 which are specifically made applicable to Swingline Loans.

“London Interbank Offered Rate” has the meaning set forth in
Section 2.06(b).

“Long-Dated Letter of Credit” means a Letter of Credit
having an expiry date later than the fifth Domestic Business Day prior to the
Commitment Termination Date of the Issuing Lender.

“Material Debt” means, with respect to any Borrower,
Indebtedness of such Borrower or any of its Material Subsidiaries in an
aggregate principal amount exceeding $150,000,000.

“Material Plan” has the meaning set forth in Section
6.01(i).

“Material Subsidiary” means at any time, with respect to any
Borrower, any Subsidiary of such Borrower that is a “significant subsidiary” (as
such term is defined on the Initial Effective Date in Regulation S-X of the
Securities and Exchange Commission (17 CFR 210.1-02(w)), but treating all
references therein to the “registrant” as references to such Borrower).

“Maximum Sublimit” means, with respect to each Borrower, the
amount set forth opposite its name in the table below:

13

“Merger Agreement” means that certain Agreement and Plan of
Merger dated as of January 8, 2011 among the company, Diamond Acquisition
Corporation and Progress Energy, Inc, as amended, modified or supplemented from
time to time.

“Merger Effective Date” means the date of the closing of the
transaction contemplated under the Merger Agreement.

“Moody153s” means Moody153s Investors Service, Inc.

“Mortgage Indenture” means, (i) in the case of each of Duke
Energy Carolinas, Duke Energy Ohio, Duke Energy Indiana, Duke Energy Kentucky,
the Duke Energy Carolinas Mortgage, the Duke Energy Ohio First Mortgage Trust
Indenture, Duke Energy Indiana First Mortgage Trust Indenture, or Duke Energy
Kentucky First Mortgage Trust Indenture, respectively, and (ii) in the case of
each of Progress Energy Carolinas and Progress Energy Florida, the Progress
Energy Carolinas Mortgage and Deed of Trust or Progress Energy Florida
Indenture, respectively.

“Non-Consenting Lender” means any Lender that does not
approve any consent, waiver or amendment that (i) requires the approval of all
affected Lenders in accordance with the terms of Section 9.05(a) and (ii) has
been approved by the Required Lenders.

“Notes” means promissory notes of a Borrower, in the form
required by Section 2.04, evidencing the obligation of such Borrower to repay
the Loans made to it, and “Note” means any one of such
promissory notes issued hereunder.

“Notice of Borrowing” has the meaning set forth in Section
2.02.

14

“Notice of Interest Rate Election” has the meaning set forth
in Section 2.09(b)

“Notice of Issuance” has the meaning set forth in Section
2.15(b).

“Other Taxes” has the meaning set forth in Section 8.04(a).

“Parent” means, with respect to any Lender, any Person
controlling such Lender.

“Participant” has the meaning set forth in Section 9.06(b).

“Participant Register” has the meaning set forth in Section
9.06(b).

“PBGC” means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

“Percentage” means, with respect to any Lender at any time,
the percentage which the amount of its Commitment at such time represents of the
aggregate amount of all the Commitments at such time; provided that in
the case of Section 2.19 when a Defaulting Lender shall exist, “Percentage”
shall mean the percentage of the total Commitments (disregarding any Defaulting
Lender153s Commitment) represented by such Lender153s Commitment.

“Person” means an individual, a corporation, a partnership,
an association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

“Plan” means at any time an employee pension benefit plan
which is covered by Title IV of ERISA or Sections 412 or 430 of the Internal
Revenue Code or Sections 302 and 303 of ERISA and is either (i) maintained by a
member of the ERISA Group for employees of a member of the ERISA Group or (ii)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions.

“Pricing Schedule” means the Pricing Schedule attached
hereto.

“Prime Rate” means the per annum rate of interest
established from time to time by the Administrative Agent at its principal
office in San Francisco, California as its Prime Rate. Any change in the
interest rate resulting from a change in the Prime Rate shall become effective
as of 12:01 a.m. of the Domestic Business Day on which each change in the Prime
Rate is announced by the Administrative Agent. The Prime Rate is a reference
rate used by the Administrative Agent in determining interest rates on certain
loans and is not

15

intended to be the lowest rate of interest charged on any extension of credit
to any debtor.

“Progress Borrowers” means Progress Energy Florida and
Progress Energy Carolinas.

“Progress Energy Carolinas” means Carolina Power & Light
Company d/b/a Progress Energy Carolinas, Inc., a North Carolina corporation.

“Progress Energy Carolinas Mortgage and Deed of Trust” means
the Mortgage and Deed of Trust, dated as of May 1, 1940, from Progress Energy
Carolinas to the Bank of New York Mellon and Ming Ryan (successor to Frederick
G. Herbst), as successor trustees, as amended, modified or supplemented from
time to time, and any successor or replacement mortgage trust indenture.

“Progress Energy Florida” means Florida Power Corporation
d/b/a Progress Energy Florida, Inc., a Florida corporation.

“Progress Energy Florida Indenture” means the Indenture
dated as of January 1, 1944, between Progress Energy Florida and The Bank of New
York Mellon, as successor trustee, as amended, modified or supplemented from
time to time, and any successor or replacement mortgage trust indenture.

“Quarterly Payment Date” means the first Domestic Business
Day of each January, April, July and October.

“Regulation U” means Regulation U of the Board of Governors
of the Federal Reserve System, as in effect from time to time.

“Reimbursement Obligation” means, at any time, the
obligation of the Borrower then outstanding under Section 2.15 to reimburse the
Issuing Lender for amounts paid by the Issuing Lender in respect of any one or
more drawings under a Letter of Credit.

“Related Parties” means, with respect to any Person, such
Person153s Subsidiaries and Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators and managers of such Person and of
such Person153s Subsidiaries and Affiliates.

“Removed Borrower” has the meaning set forth in Section
9.05(b)

“Required Lenders” means, at any time, Lenders having at
least 51% in aggregate amount of the Aggregate Exposures at such time (exclusive
in each case of the Aggregate Exposure(s) of any Defaulting Lender(s)) .

“Revolving Credit Loan” means a loan made or to be made by a
Lender pursuant to Section 2.01(a); provided that, if any such loan or
loans (or portions

16

thereof) are combined or subdivided pursuant to a Notice of Interest Rate
Election, the term “Revolving Credit Loan” shall refer to the combined principal
amount resulting from such combination or to each of the separate principal
amounts resulting from such subdivision, as the case may be.

“Revolving Credit Period” means, with respect to any Lender,
the period from and including the Initial Effective Date to but not including
its Commitment Termination Date.

“Second Effective Date” means the date on which the Delayed
Additional Commitments become effective pursuant to Section 3.02.

“S&P” means Standard & Poor153s Rating Services, a
division of The McGraw-Hill Companies, Inc.

“Sublimit” means, with respect to each Borrower, its Initial
Sublimit, as the same may be modified from time to time pursuant to Sections
2.08 and 2.17; provided that a Borrower153s Sublimit shall at no time
exceed such Borrower153s Maximum Sublimit.

“Subsidiary” means, as to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person; unless otherwise specified, “Subsidiary” means a Subsidiary of a
Borrower.

“Substantial Assets” means, with respect to any Borrower,
assets sold or otherwise disposed of in a single transaction or a series of
related transactions representing 25% or more of the consolidated assets of such
Borrower and its Consolidated Subsidiaries, taken as a whole.

“Swingline Exposure” means, with respect to any Lender, an
amount equal to such Lender153s Percentage of the aggregate outstanding principal
amount of Swingline Loans.

“Swingline Lender” means Wells Fargo, in its capacity as the
Swingline Lender under the swing loan facility described in Section 2.18.

“Swingline Loan” means a loan made or to be made by the
Swingline Lender pursuant to Section 2.18.

“Swingline Termination Date” means the tenth Domestic
Business Day prior to Wells Fargo153s Commitment Termination Date.

“Taxes” has the meaning set forth in Section 8.04(a).

“Trust” means The Doris Duke Trust, a trust established by
James B. Duke by Indenture dated December 11, 1924 for the benefit of certain
relatives.

17

“Unfunded Vested Liabilities” means, with respect to any
Plan at any time, the amount (if any) by which (i) the present value of all
benefits under such Plan, determined on a plan termination basis using the
assumptions under 4001(a)(18) of ERISA, exceeds (ii) the fair market value of
all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the ERISA Group to the PBGC or
the Plan under Title IV of ERISA.

“United States” means the United States of America,
including the States and the District of Columbia, but excluding its territories
and possessions.

“U.S. Tax Compliance Certificate” has the meaning set forth
in Section 8.04(a).

“U.S. Tax Law Change” has the meaning set forth in Section
8.04(a).

“Utilization Limits” means the requirements that (i) for any
Lender, the aggregate outstanding principal amount of its Loans (other than
Swingline Loans) to all Borrowers hereunder plus the aggregate amount of its
Letter of Credit Liabilities plus its Swingline Exposure shall at no time exceed
the amount of its Commitment and (ii) for any Borrower, the aggregate
outstanding principal amount of Loans to such Borrower plus the aggregate amount
of Letter of Credit Liabilities in respect of Letters of Credit issued for its
account shall at no time exceed its Sublimit.

“Wells Fargo” means Wells Fargo Bank, National Association.

Section 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the relevant
Borrower153s independent public accountants) with the most recent audited
consolidated financial statements of such Borrower and its Consolidated
Subsidiaries delivered to the Lenders; provided, that if the Company notifies
the Administrative Agent that it wishes to amend the financial covenant in
Section 5.10 to eliminate the effect of any change in generally accepted
accounting principles on the operation of such covenant (or if the
Administrative Agent notifies the Company that the Required Lenders wish to
amend Section 5.10 for such purpose), then each Borrower153s compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles as in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Company
and the Required Lenders.

18

Section 1.03. Types of Borrowings. The term
“Borrowing” denotes the aggregation of Loans of one or more
Lenders to be made to a single Borrower pursuant to Article 2 on a single date
and for a single Interest Period. Borrowings are classified for purposes of this
Agreement by reference to the pricing of Loans comprising such Borrowing
(e.g., a “Euro-Dollar Borrowing” is a Borrowing
comprised of Euro Dollar Loans).

ARTICLE 2
THE CREDITS

Section 2.01. Commitments to Lend. (a) Revolving Credit
Loans. During its Revolving Credit Period, each Lender severally agrees, on
the terms and conditions set forth in this Agreement, to make loans to each
Borrower pursuant to this subsection from time to time; provided that,
immediately after each such loan is made, the Utilization Limits are not
exceeded. Each Borrowing under this subsection shall be in an aggregate
principal amount of $10,000,000 or any larger multiple of $1,000,000 (except
that any such Borrowing may be in the aggregate amount available in accordance
with Section 3.03(b)) and shall be made from the several Lenders ratably in
proportion to their respective Commitments in effect on the date of Borrowing;
provided that, if the Interest Period selected by the Borrower for a
Borrowing would otherwise end after the Commitment Termination Dates of some but
not all Lenders, the Borrower may in its Notice of Borrowing elect not to borrow
from those Lenders whose Commitment Termination Dates fall prior to the end of
such Interest Period. Within the foregoing limits, the Borrowers may borrow
under this subsection (a), or to the extent permitted by Section 2.11, prepay
Loans and reborrow at any time during the Revolving Credit Periods under this
subsection (a).

(b) Extension of Commitments. (i) The Company may, so long as no
Default then exists and the representations and warranties of the Borrowers
contained herein are true and correct at the time of notice, upon notice to the
Administrative Agent not less than 60 days but no more than 90 days prior to any
anniversary of the Initial Effective Date, propose to extend the Commitment
Termination Dates for an additional one-year period measured from the Commitment
Termination Dates then in effect; provided that there shall be no more
than two such extensions. The Administrative Agent shall promptly notify the
Lenders of receipt of such request. Each Lender shall endeavor to respond to
such request, whether affirmatively or negatively (such determination in the
sole discretion of such Lender), by notice to the Company and the Administrative
Agent within 30 days. Subject to the execution by the Borrowers, the
Administrative Agent and such Lenders of a duly completed Extension Agreement in
substantially the form of Exhibit E, the Commitment Termination Date applicable
to the Commitment of each Lender so affirmatively notifying the Company and the
Administrative Agent shall be extended for the period specified above;
provided that no Commitment Termination Date of any Lender shall be

19

extended unless Lenders having Commitments in an aggregate amount equal to at
least 51% of the Commitments in effect at the time any such extension is
requested shall have elected so to extend their Commitments.

(ii) Any Lender which does not give such notice to the Company and the
Administrative Agent shall be deemed to have elected not to extend as requested,
and the Commitment of each non-extending Lender shall terminate on its
Commitment Termination Date determined without giving effect to such requested
extension. The Company may, in accordance with Section 8.06, designate another
bank or other financial institution (which may be, but need not be, an extending
Lender) to replace a non-extending Lender. On the date of termination of any
Lender153s Commitment as contemplated by this paragraph, the respective
participations of the other Lenders in all outstanding Letters of Credit and
Swingline Loans shall be redetermined on the basis of their respective
Commitments after giving effect to such termination, and the participation
therein of the Lender whose Commitment is terminated shall terminate;
provided that the Borrowers shall, if and to the extent necessary to
permit such redetermination of participations in Letters of Credit and Swingline
Loans within the limits of the Commitments which are not terminated, prepay on
such date all or a portion of the outstanding Loans or, to the extent that such
redetermination cannot be effected within the limits of the Commitments even
after all outstanding Loans have been prepaid, then the Borrowers shall Cash
Collateralize the Letters of Credit to the extent of the excess, and such
redetermination and termination of participations in outstanding Letters of
Credit and Swingline Loans shall be conditioned upon their having done so.

Section 2.02. Notice of Borrowings. The Borrower shall give the
Administrative Agent notice (a “Notice of Borrowing“) not later
than 11:00 A.M. (Eastern time) on (x) the date of each Base Rate Borrowing and
(y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing,
specifying:

(a) the date of such Borrowing, which shall be a Domestic Business Day in the
case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing;

(b) the aggregate amount of such Borrowing;

(c) whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate or a Euro-Dollar Rate;

(d) in the case of a Euro-Dollar Borrowing, the duration of the initial
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period; and

(e) if applicable, the designation contemplated by the definition of Borrower
Maturity Date.

20

Unless the Borrower shall have given notice to Administrative Agent not later
than 11:00 A.M. (Eastern time) on the date on which any payment of a
Reimbursement Obligation is due to an Issuing Lender or on the scheduled date of
maturity of a Swingline Loan to the effect that the Borrower will make such
payment with funds from another source, the Borrower shall be deemed to have
given a Notice of Borrowing for a Base Rate Borrowing on such date in the
minimum amount permitted by Section 2.01 that equals or exceeds the amount of
such Reimbursement Obligation or Swingline Loan.

Section 2.03. Notice to Lenders; Funding of Loans. (a) Upon receipt
(or deemed receipt) of a Notice of Borrowing, the Administrative Agent shall
promptly notify each Lender of the contents thereof and of such Lender153s share
(if any) of such Borrowing and such Notice of Borrowing shall not thereafter be
revocable by the Borrower.

(b) Not later than 1:00 P.M. (Eastern time) on the date of each Borrowing,
each Lender participating therein shall (except as provided in subsection (c) of
this Section) make available its share of such Borrowing, in Federal or other
immediately available funds, to the Administrative Agent at its address
specified in or pursuant to Section 9.01. Unless the Administrative Agent
determines that any applicable condition specified in Article 3 has not been
satisfied, the Administrative Agent will disburse the funds so received from the
Lenders to an account designated by an Approved Officer of the Borrower;
provided that to the extent that all or a portion of such Borrowing is
to be applied to a Reimbursement Obligation or a Swingline Loan of the Borrower
as contemplated by Sections 2.02 and 2.18(h), the Administrative Agent shall
distribute to the applicable Issuing Lender or the Swingline Lender, as the case
may be, the appropriate portion of such funds.

(c) Unless the Administrative Agent shall have received notice from a Lender
prior to 1:00 P.M. (Eastern time) on the date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender153s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (b) of this Section 2.03 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such share available to the Administrative Agent, such Lender and,
if such Lender shall not have made such payment within two Domestic Business
Days of demand therefor, the Borrower agrees to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Administrative Agent, at
(i) in the case of the Borrower, a rate per annum equal to the higher of the
Federal Funds Rate and the interest rate applicable thereto pursuant to Section
2.06 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender
shall repay to the Administrative Agent such corresponding amount, such amount
so repaid

21

shall constitute such Lender153s Loan included in such Borrowing for purposes
of this Agreement.

(d) The failure of any Lender to make the Loan to be made by it as part of
any Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make a Loan on the date of such Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make a Loan to be made by
such other Lender.

Section 2.04. Registry; Notes. (a) The Administrative Agent shall
maintain a register (the “Register“) on which it will record
the Commitment of each Lender, each Loan made by such Lender and each repayment
of any Loan made by such Lender. Any such recordation by the Administrative
Agent on the Register shall be conclusive, absent manifest error. Failure to
make any such recordation, or any error in such recordation, shall not affect
the Borrowers153 obligations hereunder.

(b) Each Borrower hereby agrees that, promptly upon the request of any Lender
at any time, such Borrower shall deliver to such Lender a duly executed Note, in
substantially the form of Exhibit A hereto, payable to such Lender or its
registered assigns as permitted pursuant to Section 9.06 and representing the
obligation of such Borrower to pay the unpaid principal amount of the Loans made
to such Borrower by such Lender, with interest as provided herein on the unpaid
principal amount from time to time outstanding.

(c) Each Lender shall record the date, amount and maturity of each Loan
(including Swingline Loans) made by it and the date and amount of each payment
of principal made by the Borrower with respect thereto, and each Lender
receiving a Note pursuant to this Section, if such Lender so elects in
connection with any transfer or enforcement of its Note, may endorse on the
schedule forming a part thereof appropriate notations to evidence the foregoing
information with respect to each such Loan then outstanding; provided
that the failure of such Lender to make any such recordation or endorsement
shall not affect the obligations of any Borrower hereunder or under the Notes.
Such Lender is hereby irrevocably authorized by each Borrower so to endorse its
Note and to attach to and make a part of its Note a continuation of any such
schedule as and when required.

Section 2.05. Maturity of Loans. Each Revolving Credit Loan made by
any Lender shall mature, and the principal amount thereof shall be due and
payable together with accrued interest thereon, on the earlier of the Commitment
Termination Date of such Lender and the applicable Borrower Maturity Date (if
any).

Section 2.06. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the sum of
the

22

Applicable Margin for such day plus the Base Rate for such day. Such interest
shall be payable quarterly in arrears on each Quarterly Payment Date, at
maturity and on the date of termination of the Commitments in their entirety.
Any overdue principal of or overdue interest on any Base Rate Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the sum of 1% plus the Applicable Margin for such day plus the Base Rate for
such day.

(b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the Applicable Margin for such day plus the
London Interbank Offered Rate applicable to such Interest Period. Such interest
shall be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.

The “London Interbank Offered Rate” applicable to any
Interest Period means the rate appearing on Page LIBO on the Reuters Screen (or
on any successor or substitute page of such service, or on another service
designated by the British Bankers153 Association for purposes of displaying the
rates at which U.S. dollar deposits are offered by lending banks in the London
interbank deposit market) as of 11:00 A.M. (London time) two Euro-Dollar
Business Days prior to the commencement of such Interest Period, as the rate for
U.S. dollar deposits with a maturity comparable to such Interest Period. In the
event that such rate is not so available at such time for any reason, then the
“London Interbank Offered Rate” for such Interest Period shall
be the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of
the respective rates per annum at which deposits in U.S. dollars are offered to
each of the Euro-Dollar Reference Lenders in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Loan of such Euro-Dollar Reference Lenders to which such
Interest Period is to apply and for a period of time comparable to such Interest
Period. If any Euro-Dollar Reference Lender does not furnish a timely quotation,
the Administrative Agent shall determine the relevant interest rate on the basis
of the quotation furnished by the remaining Euro-Dollar Reference Lender or, if
none of such quotations is available on a timely basis, the provisions of
Section 8.01 shall apply.

(c) Any overdue principal of or overdue interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 1% plus the higher of (i) the sum of the
Applicable Margin for such day plus the London Interbank Offered Rate applicable
to such Loan at the date such payment was due and (ii) the rate applicable to
Base Rate Loans for such day.

(d) The Administrative Agent shall determine each interest rate applicable to
the Loans hereunder. The Administrative Agent shall give prompt

23

notice to the Borrower and the participating Lenders by facsimile of each
rate of interest so determined, and its determination thereof shall be
conclusive in the absence of manifest error unless the Borrower raises an
objection thereto within five Domestic Business Days after receipt of such
notice.

Section 2.07. Fees. (a) Facility Fees. Each Borrower shall
pay to the Administrative Agent, for the account of the Lenders ratably in
proportion to their related Borrower Exposures, a facility fee calculated for
each day at the Facility Fee Rate for such day (determined in accordance with
the Pricing Schedule) on the aggregate amount of such Borrower153s Borrower
Exposures on such day. Such facility fee shall accrue for each day from and
including the Initial Effective Date but excluding the day on which the related
Borrower Exposures are reduced to zero.

(b) Letter of Credit Fees. The Borrower shall pay to the
Administrative Agent (i) for the account of the Lenders ratably a letter of
credit fee accruing daily on the aggregate amount then available for drawing
under all outstanding Letters of Credit issued for its account at a rate per
annum equal to the then Applicable Margin for Euro-Dollar Loans and (ii) for the
account of each Issuing Lender a letter of credit fronting fee accruing daily on
the aggregate amount then available for drawing under all Letters of Credit
issued by such Issuing Lender for its account at a rate per annum of 0.20% (or
such other rate as may be mutually agreed from time to time by the Borrower and
such Issuing Lender).

(c) Ticking Fee. The Company shall pay to the Administrative Agent,
for the account of the Lenders ratably in proportion to their Percentages, a
ticking fee calculated for each day at the Facility Fee Rate for such day
(determined in accordance with the Pricing Schedule) on the aggregate amount of
Delayed Additional Commitments, such fee to accrue beginning on the date that is
90 days after the Initial Effective Date and ending on the earliest of (i) the
Second Effective Date, (ii) July 8, 2012, and (iii) the date on which the Merger
Agreement is terminated.

(d) Payments. Accrued fees under this Section for the account of any
Lender shall be payable quarterly in arrears on each Quarterly Payment Date and
upon such Lender153s Commitment Termination Date (and, if later, the date the
Borrower Exposure of such Lender in respect of any Borrower is reduced to zero).

Section 2.08. Optional Termination or Reduction of Sublimits; Changes to
Sublimits. (a) The Company may, upon not less than three Domestic Business
Days153 notice to the Administrative Agent, reallocate amounts of the Commitments
among the respective Sublimits of the Borrowers (i.e., reduce the
Sublimits of one or more Borrowers and increase the Sublimits of one or more
other Borrowers by the same aggregate amount); provided (i) each
Sublimit shall be a multiple of $5,000,000 at all times, (ii) a Borrower153s
Sublimit may not be reduced to an amount less than the sum of the aggregate
outstanding principal amount of Loans to such Borrower plus the aggregate amount
of Letter of Credit

24

Liabilities in respect of Letters of Credit issued for its account, (iii) a
Borrower153s Sublimit may not be increased to an amount greater than its Maximum
Sublimit, (iv) the sum of the Sublimits of the respective Borrowers shall at all
times equal the aggregate amount of the Commitments and (v) any such increase in
a Borrower153s Sublimit shall be accompanied or preceded by evidence reasonably
satisfactory to the Administrative Agent as to appropriate corporate
authorization therefor.

(b) Each Borrower other than the Company may, upon at least three Domestic
Business Days153 notice to the Administrative Agent, reduce its Sublimit (i) to
zero, if no Loans to it or Letter of Credit Liabilities for its account are
outstanding or (ii) by an amount of $10,000,000 or any larger multiple of
$5,000,000 so long as, after giving effect to such reduction, its Sublimit is
not less than the sum of the aggregate principal amount of Loans outstanding to
it and the aggregate Letter of Credit Liabilities outstanding for its account.
Upon any reduction in the Sublimit of a Borrower to zero pursuant to this
Section 2.08(b), such Borrower shall cease to be a Borrower hereunder. The
aggregate amount of the Commitments will be automatically and simultaneously
reduced by the amount of each reduction in any Sublimit pursuant to this Section
2.08(b) or pursuant to Section 6.01.

Section 2.09. Method of Electing Interest Rates. (a) The Loans
included in each Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the
Borrower may from time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject in each case to the provisions of
Article 8 and the last sentence of this subsection (a)), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such
Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and

(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert
such Loans to Base Rate Loans or elect to continue such Loans as Euro-Dollar
Loans for an additional Interest Period, subject to Section 2.13 in the case of
any such conversion or continuation effective on any day other than the last day
of the then current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a “Notice of
Interest Rate Election“) to the Administrative Agent not later than
11:00 A.M. (Eastern time) on the third Euro-Dollar Business Day before the
conversion or continuation selected in such notice is to be effective. A Notice
of Interest Rate Election may, if it so specifies, apply to only a portion of
the aggregate principal amount of the relevant Group of Loans; provided
that (i) such portion is allocated ratably among the Loans comprising such Group
and (ii) the portion to which

25

such notice applies, and the remaining portion to which it does not apply,
are each $10,000,000 or any larger multiple of $1,000,000.

(b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such notice applies;

(ii) the date on which the conversion or continuation selected in such notice
is to be effective, which shall comply with the applicable clause of subsection
2.09(a) above;

(iii) if the Loans comprising such Group are to be converted, the new type of
Loans and, if the Loans being converted are to be Euro-Dollar Loans, the
duration of the next succeeding Interest Period applicable thereto; and

(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional
Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of the term “Interest
Period“.

(c) Promptly after receiving a Notice of Interest Rate Election from the
Borrower pursuant to subsection 2.09(a) above, the Administrative Agent shall
notify each Lender of the contents thereof and such notice shall not thereafter
be revocable by the Borrower. If no Notice of Interest Rate Election is timely
received prior to the end of an Interest Period for any Group of Loans, the
Borrower shall be deemed to have elected that such Group of Loans be converted
to Base Rate Loans as of the last day of such Interest Period.

(d) An election by the Borrower to change or continue the rate of interest
applicable to any Group of Loans pursuant to this Section shall not constitute a
“Borrowing” subject to the provisions of Section 3.03.

Section 2.10. Mandatory Termination of Commitments. The Commitment
of each Lender shall terminate on such Lender153s Commitment Termination Date.

Section 2.11. Optional Prepayments. (a) The Borrower may (i) upon
notice to the Administrative Agent not later than 11:00 A.M. (Eastern time) on
any Domestic Business Day prepay on such Domestic Business Day any Group of Base
Rate Loans and (ii) upon at least three Euro-Dollar Business Days153 notice to the
Administrative Agent not later than 11:00 A.M. (Eastern time) prepay any Group
of Euro-Dollar Loans, in each case in whole at any time, or from time to time in
part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by
paying the principal amount to be prepaid together with accrued

26

interest thereon to the date of prepayment and together with any additional
amounts payable pursuant to Section 2.13. Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Lenders included in such
Group or Borrowing.

(b) Upon receipt of a notice of prepayment pursuant to this Section, the
Administrative Agent shall promptly notify each Lender of the contents thereof
and of such Lender153s share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

Section 2.12. General Provisions as to Payments. (a) The Borrower
shall make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 1:00 P.M. (Eastern time) on the date when due, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.01 and without
reduction by reason of any set-off, counterclaim or deduction of any kind. The
Administrative Agent will promptly distribute to each Lender in like funds its
ratable share of each such payment received by the Administrative Agent for the
account of the Lenders. Whenever any payment of principal of, or interest on,
the Base Rate Loans, Swingline Loans or Letter of Credit Liabilities or of fees
shall be due on a day which is not a Domestic Business Day, the date for payment
thereof shall be extended to the next succeeding Domestic Business Day. Whenever
any payment of principal of, or interest on, the Euro-Dollar Loans shall be due
on a day which is not a Euro-Dollar Business Day, the date for payment thereof
shall be extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case the date
for payment thereof shall be the next preceding Euro-Dollar Business Day. If the
date for any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.

(b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent that the Borrower
shall not have so made such payment, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

Section 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan (other than payments made by an
Assignee pursuant to Section 8.06(a) or by the Borrower pursuant to Section
8.06(b) in respect of a Defaulting Lender153s Euro-Dollar Loans) or any Euro-

27

Dollar Loan is converted to a Base Rate Loan or continued as a Euro-Dollar
Loan for a new Interest Period (pursuant to Article 2, 6 or 8 or otherwise) on
any day other than the last day of an Interest Period applicable thereto, or if
the Borrower fails to borrow, prepay, convert or continue any Euro-Dollar Loans
after notice has been given to any Lender in accordance with Section 2.03(a),
2.09(c) or 2.11(b), the Borrower shall reimburse each Lender within 15 days
after demand for any resulting loss or expense incurred by it (or by an existing
or prospective Participant in the related Loan), including (without limitation)
any loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after any such payment or
conversion or failure to borrow, prepay, convert or continue; provided
that such Lender shall have delivered to the Borrower a certificate setting
forth in reasonable detail the calculation of the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest error.

Section 2.14. Computation of Interest and Fees. Interest based on
clause (a) of the definition of Base Rate shall be computed on the basis of a
year of 365 days (or 366 days in a leap year) and paid for the actual number of
days elapsed (including the first day but excluding the last day). All other
interest and all fees shall be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed (including the first day but
excluding the last day).

Section 2.15. Letters of Credit.

(a) Subject to the terms and conditions hereof, each Issuing Lender agrees to
issue Letters of Credit hereunder from time to time until the fifth Domestic
Business Day prior to its Commitment Termination Date upon the request and for
the account of any Borrower; provided that, immediately after each
Letter of Credit is issued, (i) the Utilization Limits shall not be exceeded and
(ii) the aggregate amount of the Letter of Credit Liabilities shall not exceed
$1,000,000,000. Upon the date of issuance by the Issuing Lender of a Letter of
Credit, the Issuing Lender shall be deemed, without further action by any party
hereto, to have sold to each Lender, and each Lender shall be deemed, without
further action by any party hereto, to have purchased from the Issuing Lender, a
participation to the extent of its Percentage in such Letter of Credit and the
related Letter of Credit Liabilities.

(b) The Borrower shall give the Issuing Lender notice at least three Domestic
Business Days prior to the requested issuance of a Letter of Credit, or in the
case of a Letter of Credit substantially in the form of Exhibit G, at least one
Business Day prior to the requested issuance of such Letter of Credit,
specifying the date such Letter of Credit is to be issued and describing the
terms of such Letter of Credit (such notice, including any such notice given in
connection with the extension of a Letter of Credit, a “Notice of
Issuance“), substantially in the form of Exhibit F, appropriately
completed. Upon receipt of a Notice of Issuance, the Issuing Lender shall
promptly notify the Administrative Agent, and the Administrative Agent shall
promptly notify each Lender of the contents thereof

28

and of the amount of such Lender153s participation in such Letter of Credit.
The issuance by the Issuing Lender of each Letter of Credit shall, in addition
to the conditions precedent set forth in Article 3, be subject to the conditions
precedent that such Letter of Credit shall be denominated in U.S. dollars and
shall be in such form and contain such terms as shall be reasonably satisfactory
to the Issuing Lender. Unless otherwise notified by the Administrative Agent,
the Issuing Lender may, but shall not be required to, conclusively presume that
all conditions precedent set forth in Article 3 have been satisfied. The
Borrower shall also pay to each Issuing Lender for its own account issuance,
drawing, amendment and extension charges in the amounts and at the times as
agreed between the Borrower and such Issuing Lender. Except for non-substantive
amendments to any Letter of Credit for the purpose of correcting errors or
ambiguities or to allow for administrative convenience (which amendments each
Issuing Lender may make in its discretion with the consent of the Borrower), the
amendment, extension or renewal of any Letter of Credit shall be deemed to be an
issuance of such Letter of Credit. If any Letter of Credit contains a provision
pursuant to which it is deemed to be automatically renewed unless notice of
termination is given by the Issuing Lender of such Letter of Credit, the Issuing
Lender shall timely give notice of termination if (i) as of close of business on
the seventeenth day prior to the last day upon which the Issuing Lender153s notice
of termination may be given to the beneficiaries of such Letter of Credit, the
Issuing Lender has received a notice of termination from the Borrower or a
notice from the Administrative Agent that the conditions to issuance of such
Letter of Credit have not been satisfied or (ii) the renewed Letter of Credit
would have a term not permitted by subsection (c) below.

(c) No Letter of Credit shall have a term extending beyond the first
anniversary of the Commitment Termination Date of the applicable Issuing Lender.

(d) Upon receipt from the beneficiary of any applicable Letter of Credit of
any notice of a drawing under such Letter of Credit, the Issuing Lender shall
notify the Administrative Agent and the Administrative Agent shall promptly
notify the Borrower and each other Lender as to the amount to be paid as a
result of such demand or drawing and the payment date. The Borrower shall be
irrevocably and unconditionally obligated forthwith to reimburse the Issuing
Lender for any amounts paid by the Issuing Lender upon any drawing under any
Letter of Credit without presentment, demand, protest or other formalities of
any kind. All such amounts paid by the Issuing Lender and remaining unpaid by
the Borrower shall bear interest, payable on demand, for each day until paid at
a rate per annum equal to the Base Rate for such day plus, if such amount
remains unpaid for more than two Domestic Business Days, 1%. In addition, each
Lender will pay to the Administrative Agent, for the account of the applicable
Issuing Lender, immediately upon such Issuing Lender153s demand at any time during
the period commencing after such drawing until reimbursement therefor in full by
the Borrower, an amount equal to such Lender153s ratable share of such drawing (in

29

proportion to its participation therein), together with interest on such
amount for each day from the date of the Issuing Lender153s demand for such
payment (or, if such demand is made after 12:00 Noon (Eastern time) on such
date, from the next succeeding Domestic Business Day) to the date of payment by
such Lender of such amount at a rate of interest per annum equal to the Federal
Funds Rate and, if such amount remains unpaid for more than five Domestic
Business Days after the Issuing Lender153s demand for such payment, at a rate of
interest per annum equal to the Base Rate plus 1%. The Issuing Lender will pay
to each Lender ratably all amounts received from the Borrower for application in
payment of its reimbursement obligations in respect of any Letter of Credit, but
only to the extent such Lender has made payment to the Issuing Lender in respect
of such Letter of Credit pursuant hereto.

(e) The obligations of the Borrower and each Lender under subsection 2.15(d)
above shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement, under all circumstances
whatsoever, including without limitation the following circumstances:

(i) the use which may be made of the Letter of Credit by, or any acts or
omission of, a beneficiary of a Letter of Credit (or any Person for whom the
beneficiary may be acting);

(ii) the existence of any claim, set-off, defense or other rights that the
Borrower may have at any time against a beneficiary of a Letter of Credit (or
any Person for whom the beneficiary may be acting), the Lenders (including the
Issuing Lender) or any other Person, whether in connection with this Agreement
or the Letter of Credit or any document related hereto or thereto or any
unrelated transaction;

(iii) any statement or any other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect whatsoever;

(iv) payment under a Letter of Credit to the beneficiary of such Letter of
Credit against presentation to the Issuing Lender of a draft or certificate that
does not comply with the terms of the Letter of Credit; provided that
the determination by the Issuing Lender to make such payment shall not have been
the result of its willful misconduct or gross negligence; or

(v) any other act or omission to act or delay of any kind by any Lender
(including the Issuing Lender), the Administrative Agent or any other Person or
any other event or circumstance whatsoever that might, but for the provisions of
this subsection (v), constitute a legal or equitable discharge of the Borrower153s
or the Lender153s obligations hereunder.

30

(f) The Borrower hereby indemnifies and holds harmless each Lender (including
the Issuing Lender) and the Administrative Agent from and against any and all
claims, damages, losses, liabilities, costs or expenses which such Lender or the
Administrative Agent may incur (including, without limitation, any claims,
damages, losses, liabilities, costs or expenses which the Issuing Lender may
incur by reason of or in connection with (i) the failure of any other Lender to
fulfill or comply with its obligations to such Issuing Lender hereunder (but
nothing herein contained shall affect any rights the Borrower may have against
any Defaulting Lender) or (ii) any litigation arising with respect to any Letter
of Credit issued under this Agreement (whether or not the Issuing Lender shall
prevail in such litigation)), and none of the Lenders (including the Issuing
Lender) nor the Administrative Agent nor any of their officers or directors or
employees or agents shall be liable or responsible, by reason of or in
connection with the execution and delivery or transfer of or payment or failure
to pay under any Letter of Credit, including without limitation any of the
circumstances enumerated in subsection 2.15(e) above, as well as (i) any error,
omission, interruption or delay in transmission or delivery of any messages, by
mail, facsimile or otherwise, (ii) any loss or delay in the transmission of any
document required in order to make a drawing under a Letter of Credit and (iii)
any consequences arising from causes beyond the control of the Issuing Lender,
including, without limitation, any government acts or any other circumstances
whatsoever, in making or failing to make payment under such Letter of Credit;
provided that the Borrower shall not be required to indemnify the
Issuing Lender for any claims, damages, losses, liabilities, costs or expenses,
and the Borrower shall have a claim for direct (but not consequential) damage
suffered by it, to the extent found by a court of competent jurisdiction to have
been caused by (x) the willful misconduct or gross negligence of the Issuing
Lender in determining whether a request presented under any Letter of Credit
complied with the terms of such Letter of Credit or (y) the Issuing Lender153s
failure to pay under any Letter of Credit after the presentation to it of a
request strictly complying with the terms and conditions of the Letter of
Credit. Nothing in this subsection 2.15(f) is intended to limit the obligations
of the Borrower under any other provision of this Agreement. To the extent the
Borrower does not indemnify the Issuing Lender as required by this subsection,
the Lenders agree to do so ratably in accordance with their Commitments.

(g) The Issuing Lender shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the
Issuing Lender shall have all of the benefits and immunities (i) provided to the
Administrative Agent in Article 7 (other than Sections 7.08 and 7.09) with
respect to any acts taken or omissions suffered by the Issuing Lender in
connection with Letters of Credit issued by it or proposed to be issued by it
and the applications and agreements for letters of credit pertaining to such
Letters of Credit as fully as if the term “Administrative Agent” as used in
Article 7 included the Issuing Lender with respect to such acts or omissions and
(ii) as additionally provided herein with respect to the Issuing Lender.

31

(h) On (i) the Initial Effective Date, each Issuing Lender that has issued an
Existing Duke Letter of Credit shall be deemed, without further action by any
party hereto, to have granted to each Lender, and each Lender shall be deemed,
without further action by any party hereto, to have acquired from the Issuing
Lender, a participation in such Existing Duke Letter of Credit and the related
Letter of Credit Liabilities in the proportion its respective Commitment bears
to the aggregate Commitments and (ii) the Second Effective Date, each Issuing
Lender that has issued an Existing Progress Letter of Credit shall be deemed,
without further action by any party hereto, to have granted to each Lender, and
each Lender shall be deemed, without further action by any party hereto, to have
acquired from the Issuing Lender, a participation in such Existing Progress
Letter of Credit and the related Letter of Credit Liabilities in the proportion
its respective Commitment bears to the aggregate Commitments. On and after the
Initial Effective Date, each Existing Duke Letter of Credit shall constitute a
Letter of Credit for all purposes hereof, and on and after the Second Effective
Date, each Existing Progress Letter of Credit shall constitute a Letter of
Credit for all purposes hereof and, in the case of each Existing Progress Letter
of Credit, shall be deemed to have been issued hereunder at the request and for
the account of the Company.

(i) By the 90th day preceding the Commitment Termination Date of the Issuing
Lender (or if such 90th day is not a Domestic Business Day, then on the next
preceding Domestic Business Day) (and on any subsequent date of issuance of a
Long-Dated Letter of Credit), the Borrower shall Cash Collateralize all
outstanding Long-Dated Letters of Credit (or such Long-Dated Letter or Credit).

(j) Any increase in the Commitments pursuant to Section 2.17 shall be subject
to the condition that each Issuing Lender that at the time has an outstanding
Letter of Credit shall have given its written consent to each Additional Lender
and each increase in the Commitment of an existing Lender (such consent not to
be unreasonably withheld or delayed). The Company shall request a similar
consent from any other Issuing Lender (not to be unreasonably withheld or
delayed) prior to requesting a Letter of Credit to be issued by such Issuing
Lender. Any such other Issuing Lender that refuses to so consent shall thereupon
cease to be an Issuing Lender hereunder, although the provisions of this
Agreement applicable to Issuing Lenders shall continue to apply to it with
respect to the period during which such Lender was an Issuing Lender. Any such
Issuing Lender153s refusal to consent shall have no impact on any increases in the
Commitments previously made.

(k) The participation of each Lender in any outstanding Letter of Credit, and
its obligations under this Section 2.15 with respect thereto, shall terminate on
its Commitment Termination Date, provided that if and to the extent
required hereunder, the Borrower shall have timely Cash Collateralized each such
Letter of Credit.

32

Section 2.16. Regulation D Compensation. In the event that a Lender
is required to maintain reserves of the type contemplated by the definition of
“Euro-Dollar Reserve Percentage”, such Lender may require the Borrower to pay,
contemporaneously with each payment of interest on the Euro-Dollar Loans,
additional interest on the related Euro-Dollar Loan of such Lender at a rate per
annum determined by such Lender up to but not exceeding the excess of (i) (A)
the applicable London Interbank Offered Rate divided by (B) one minus
the Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank
Offered Rate. Any Lender wishing to require payment of such additional interest
(x) shall so notify the Borrower and the Administrative Agent, in which case
such additional interest on the Euro-Dollar Loans of such Lender shall be
payable to such Lender at the place indicated in such notice with respect to
each Interest Period commencing at least three Euro-Dollar Business Days after
the giving of such notice and (y) shall notify the Borrower at least three
Euro-Dollar Business Days prior to each date on which interest is payable on the
Euro-Dollar Loans of the amount then due it under this Section. Each such
notification shall be accompanied by such information as the Borrower may
reasonably request.

“Euro-Dollar Reserve Percentage” means for any day, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of “Eurocurrency liabilities” (or in respect
of any other category of liabilities which includes deposits by reference to
which the interest rate on Euro-Dollar Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any Lender to United States residents).

Section 2.17. Increase in Commitments; Additional Lenders. (a)
Subsequent to the Initial Effective Date, and so long as no Default then exists
or would result therefrom and the representations and warranties of the
Borrowers contained herein are true and correct at such time, the Company may,
upon at least 30 days153 notice to the Administrative Agent (which shall promptly
provide a copy of such notice to the Lenders), propose to increase the aggregate
amount of the Commitments in an aggregate amount of up to $1,000,000,000 (the
amount of any such increase, the “Increased Commitments“). Each
Lender party to this Agreement at such time shall have the right (but no
obligation), for a period of 15 days following receipt of such notice, to elect
by notice to the Company and the Administrative Agent to increase its Commitment
hereunder.

(b) If any Lender party to this Agreement shall not elect to increase its
Commitment pursuant to subsection (a) of this Section, the Company may designate
another bank or other lenders (which may be, but need not be, one or more of the
existing Lenders) which at the time agree to (i) in the case of any such lender
that is an existing Lender, increase its Commitment and (ii) in the case of any
other such lender (an “Additional Lender“), become a party to
this

33

Agreement. The sum of the increases in the Commitments of the existing
Lenders pursuant to this subsection (b) plus the Commitments of the Additional
Lenders shall not in the aggregate exceed the unsubscribed amount of the
Increased Commitments.

(c) An increase in the aggregate amount of the Commitments pursuant to this
Section 2.17 shall become effective upon the receipt by the Administrative Agent
of an agreement in form and substance satisfactory to the Administrative Agent
signed by the Borrowers, by each Additional Lender, by each other Lender whose
Commitment is to be increased and by each Issuing Lender whose consent is
required pursuant to Section 2.15(j), setting forth the new Commitments of such
Lenders and setting forth the agreement of each Additional Lender to become a
party to this Agreement and to be bound by all the terms and provisions hereof,
together with such evidence of appropriate corporate authorization on the part
of the Borrowers with respect to the Increased Commitments and such opinions of
counsel for the Borrowers with respect to the Increased Commitments as the
Administrative Agent may reasonably request.

Upon any increase in the aggregate amount of the Commitments pursuant to this
Section 2.17, (i) the respective Letter of Credit Liabilities and Swingline
Exposures of the Lenders shall be redetermined as of the effective date of such
increase and (ii) within five Domestic Business Days, in the case of any Group
of Base Rate Loans then outstanding, and at the end of the then current Interest
Period with respect thereto, in the case of any Group of Euro-Dollar Loans then
outstanding, the Borrower shall prepay such Group of Loans in its entirety and,
to the extent the Borrower elects to do so and subject to the conditions
specified in Article 3, the Borrower shall reborrow Revolving Credit Loans from
the Lenders in proportion to their respective Commitments after giving effect to
such increase, until such time as all outstanding Revolving Credit Loans are
held by the Lenders in such proportion. In connection with any increase in the
aggregate amount of the Commitments pursuant to this Section, the respective
Sublimits of the Borrowers shall be increased by an equal aggregate amount as
the Company may direct by notice to the Administrative Agent, subject to the
limitations set forth in Section 2.08(a).

Section 2.18. Swingline Loans. (a) Agreement to Lend. From
time to time prior to the Swingline Termination Date, subject to the terms and
conditions hereof, the Swingline Lender agrees to make Swingline Loans to each
Borrower pursuant to this subsection; provided that, immediately after
each Swingline Loan is made (i) the Utilization Limits are not exceeded and (ii)
the aggregate outstanding principal amount of all Swingline Loans does not
exceed $200,000,000. Each Swingline Loan shall be in a principal amount of
$1,000,000 or any larger multiple thereof. No Swingline Loan may be used to
refinance an outstanding Swingline Loan. Within the foregoing limits, the
Borrower may borrow under this Section 2.18, prepay Swingline Loans and reborrow
at any time prior to the Swingline Termination Date under this Section 2.18.

34

(b) Swingline Borrowing Procedure. The Borrower shall give the
Swingline Lender notice not later than 2:00 P.M. (Eastern time) on the date of
each Swingline Loan, specifying the amount of such Loan and the date of such
borrowing, which shall be a Domestic Business Day. Not later than 3:00 P.M.
(Eastern time) on the date of each Swingline Loan, the Swingline Lender shall,
unless it determines that any applicable condition specified in Article 3 has
not been satisfied, make available the amount of such Swingline Loan, in Federal
or other immediately available funds, to the Borrower at the Swingline Lender153s
address specified in or pursuant to Section 9.01.

(c) Interest. Each Swingline Loan shall bear interest on the
outstanding principal amount thereof, payable at maturity, at a rate per annum
equal to the sum of the LIBOR Market Index Rate plus the Applicable Margin for
such day (or such other rate per annum as the Swingline Lender and the Borrower
may mutually agree). Such interest shall be payable at the maturity of such
Swingline Loan and, with respect to the principal amount of any Swingline Loan
prepaid pursuant to subsection (d) or (e) below, upon the date of such
prepayment. Any overdue principal of or interest on any Swingline Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of the Base Rate for such day plus 1%.

(d) Maturity; Mandatory Prepayment. Each Swingline Loan shall
mature, and the principal amount thereof shall be due and payable, on the
earlier of the date falling ten Domestic Business Days after such Loan is made
and the Swingline Termination Date. In addition, on the date of each Borrowing
of Revolving Credit Loans pursuant to Section 2.01, the Administrative Agent
shall apply the proceeds thereof to prepay all Swingline Loans then outstanding.

(e) Optional Prepayment. The Borrower may prepay any Swingline Loan
in whole at any time, or from time to time in part in a principal amount of
$1,000,000 or any larger multiple thereof, by giving notice of such prepayment
to the Swingline Lender not later than 2:00 P.M. (Eastern time) on the date of
prepayment.

(f) Euro-Dollar Protections. The Swingline Lender shall be entitled
to the benefits of Sections 8.03 and 8.04 with respect to the Swingline Loans,
and solely for this purpose such Swingline Loan shall be deemed to be a
Euro-Dollar Loan having an Interest Period from and including the date such
Swingline Loan was made to but not including its maturity date.

(g) Payments. All payments to any Swingline Lender under this
Section 2.09 shall be made to it at its address specified in or pursuant to
Section 9.01 in Federal or other immediately available funds, not later than
3:00 P.M. (Eastern time) on the date of payment.

(h) Refunding Unpaid Swingline Loans. If (w) any Swingline Loan is
not paid in full on its maturity date and the Swingline Lender so requests, (x)
the

35

Swingline Loans become immediately due and payable pursuant to Article 6, (y)
the Commitments terminate at a time any Swingline Loans are outstanding, or (z)
requested by the Swingline Lender by written notice given to the Administrative
Agent not later than 10:00 A.M. (Eastern time) on any Business Day, the
Administrative Agent shall, by notice to the Lenders (including the Swingline
Lender, in its capacity as a Lender), require each Lender to pay to the
Administrative Agent for the account of the Swingline Lender an amount equal to
such Lender153s Percentage of the aggregate unpaid principal amount of the
Swingline Loans described in clause (w), (x), (y) or (z) above, as the case may
be. Such notice shall specify the date on which such payments are to be made,
which shall be the first Domestic Business Day after such notice is given. Not
later than 3:00 P.M. (Eastern time) on the date so specified, each Lender shall
pay the amount so notified to it to the Administrative Agent at its address
specified in or pursuant to Section 9.01, in Federal or other funds immediately
available in New York City. Promptly upon receipt thereof, the Administrative
Agent shall remit such amounts to the Swingline Lender. The amount so paid by
each Lender shall constitute a Base Rate Loan to the Borrower and shall be
applied by the Swingline Lender to repay the outstanding Swingline Loans.

(i) Purchase of Participations in Swingline Loans. If at the time
Loans would have otherwise been made pursuant to Section 2.18(h), one of the
events described in Section 6.01(g) or Section 6.01(h) with respect to the
Borrower shall have occurred and be continuing or the Commitments shall have
terminated, each Lender shall, on the date such Loans would have been made
pursuant to the notice from the Administrative Agent to the Lenders referred to
in Section 2.18(h) (the “Refunding Date“), purchase an
undivided participating interest in the relevant Swingline Loans in an amount
equal to such Lender153s Percentage of the principal amount of each such Swingline
Loan. On the Refunding Date, each Lender shall transfer to the Administrative
Agent, for the account of the Swingline Lender, in immediately available funds,
such amount.

(j) Payments on Participated Swingline Loans. Whenever, at any time
after the Swingline Lender has received from any Lender such Lender153s payment
pursuant to Section 2.18(i), the Swingline Lender receives any payment on
account of the Swingline Loans in which the Lenders have purchased
participations pursuant to Section 2.18(i), its receipt of such payment will be
as agent for and for the account of each such Lender and the Swingline Lender
will promptly distribute to each such Lender its ratable share of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender153s participating interest was outstanding and
funded); provided that in the event that such payment received by the
Swingline Lender is required to be returned, each such Lender will return to the
Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.

(k) Obligations to Refund or Purchase Participations in Swingline Loans
Absolute. Each Lender153s obligation to fund a Loan as provided in Section
2.18(h) or to purchase a participating interest pursuant to Section 2.18(i)
shall be

36

absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim, recoupment,
defense or other right which such Lender, any Borrower or any other Person may
have against the Swingline Lender or any other Person, (ii) the occurrence or
continuance of a Default or the termination or reduction of any Commitments, any
adverse change in the condition (financial or otherwise) of any Borrower or any
other Person, any breach of this Agreement by any Borrower, any other Lender or
any other Person or any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

Section 2.19. Defaulting Lenders. If any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is
a Defaulting Lender, to the extent permitted by applicable law:

(a) (i) facility fees shall cease to accrue on the unused portion of the
Commitment of such Defaulting Lender pursuant to Section 2.07(a) and the
Aggregate Exposure of such Defaulting Lender shall not be included in
determining whether the Required Lenders have taken or may take any action
hereunder and (ii) ticking fees (if any) shall cease to accrue on the Delayed
Additional Commitments of such Defaulting Lender pursuant to Section 2.07(c);

(b) if any Letter of Credit Liabilities or Swingline Loans exist at the time
such Lender becomes a Defaulting Lender then:

(i) so long as no Default shall exist with respect to the Borrower, all or
any part of the Letter of Credit Liabilities and Swingline Exposure of such
Defaulting Lender shall be reallocated among the non-Defaulting Lenders in
accordance with their respective Percentages but only to the extent the
Utilization Limits after giving effect to such reallocation are not exceeded;

(ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within two Domestic Business Days
following notice by the Administrative Agent Cash Collateralize (or in the case
of Swingline Exposure, prepay) for the benefit of the Issuing Lender or
Swingline Lender, as applicable, only the Borrower153s obligations corresponding
to such Defaulting Lender153s Letter of Credit Liabilities and Swingline Exposure,
as applicable, (after giving effect to any partial reallocation pursuant to
clause (i) above) for so long as such Letter of Credit Liabilities and Swingline
Exposure remain outstanding;

(iii) to the extent that the Borrower Cash Collateralizes any portion of such
Defaulting Lender153s Letter of Credit Liabilities pursuant to clause (ii) above,
the Borrower shall not be required to pay any fees pursuant to Section 2.07(a)
or pursuant to Section 2.07(b) for the account

37

of such Defaulting Lender during the period such Defaulting Lender153s Letter
of Credit Liabilities are so Cash Collateralized;

(iv) to the extent that the Letter of Credit Liabilities of the
non-Defaulting Lenders are reallocated pursuant to clause (i) above, then the
letter of credit fees payable to the Lenders pursuant to Section 2.07(b) shall
be adjusted in accordance with such non-Defaulting Lenders153 Percentages;

(v) to the extent that all or any portion of such Defaulting Lender153s Letter
of Credit Liabilities is neither reallocated nor Cash Collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of
the Issuing Lender or any other Lender hereunder, all letter of credit fees
payable under Section 2.07(b) with respect to such Defaulting Lender153s Letter of
Credit Liabilities shall be payable to the Issuing Lender until all such Letter
of Credit Liabilities are reallocated and/or Cash Collateralized;

(vi) so long as such Lender is a Defaulting Lender, no Issuing Lender shall
be required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related exposure and the Defaulting Lender153s then outstanding
Letter of Credit Liabilities will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or Cash Collateral will be provided by the Borrower
in accordance with Section 2.19(b)(ii), and participating interests in any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.19(b)(i) (and such Defaulting
Lender shall not participate therein); and

(vii) so long as such Lender is a Defaulting Lender, no Swingline Lender
shall be required to make any Swingline Loan, unless it is satisfied that the
related exposure and the Defaulting Lender153s then outstanding Swingline Exposure
will be 100% covered by the Commitments of the non-Defaulting Lenders and/or
Cash Collateral will be provided by the Borrower in accordance with Section
2.19(b)(ii), and participating interests in any new Swingline Loan shall be
allocated among non-Defaulting Lenders in a manner consistent with Section
2.19(b)(i) (and such Defaulting Lender shall not participate therein);

(c) any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of a Defaulting Lender (whether voluntary
or mandatory, at maturity, pursuant to Article 6 or otherwise) shall be applied
at such time or times as may be determined by the Administrative Agent as
follows:

(i) first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder;

38

(ii) second, to the payment on a pro rata basis of any amounts owing by such
Defaulting Lender to any Issuing Lender or Swingline Lender hereunder;

(iii) third, to Cash Collateralize the Letter of Credit Liabilities and
Swingline Exposure of such Defaulting Lender in accordance with Section 2.19(b)
(including to replace any Cash Collateral previously provided by the Borrower);

(iv) fourth, as the Borrower may request (so long as no Default exists), to
the funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent;

(v) fifth, if so determined by the Administrative Agent and the Company, to
be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender153s potential future funding obligations with respect to Loans
under this Agreement and (y) Cash Collateralize the future Letter of Credit
Liabilities and Swingline Exposure of such Defaulting Lender with respect to
future Letters of Credit issued under this Agreement, in accordance with Section
2.19(b);

(vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing
Lenders or Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender
against such Defaulting Lender as a result of such Defaulting Lender153s breach of
its obligations under this Agreement;

(vii) seventh, so long as no Default exists, to the payment of any amounts
owing to any Borrower as a result of any judgment of a court of competent
jurisdiction obtained by any Borrower against such Defaulting Lender as a result
of such Defaulting Lender153s breach of its obligations under this Agreement; and

(viii) eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Loans in respect of which such Defaulting Lender has not
fully funded its appropriate share, and (y) such Loans were made at a time when
the conditions set forth in Section 3.03 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro
rata basis prior to being applied to the payment of any Loans of such Defaulting
Lender until such time as all Loans are held by the Lenders pro rata in
accordance with the Commitments without giving effect to Section 2.19(b).

39

Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or
to post Cash Collateral pursuant to this Section 2.19(c) shall be deemed paid to
and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto; and

(d) in the event that the Administrative Agent, the Company and the Issuing
Lenders agree that a Defaulting Lender has adequately remedied all matters that
caused such Lender to be a Defaulting Lender, then the Letter of Credit
Liabilities of the Lenders shall be readjusted to reflect the inclusion of such
Lender153s Commitment and on such date such Lender shall purchase at par such of
the Loans of the other Lenders as the Administrative Agent shall determine may
be necessary in order for such Lender to hold such Loans in accordance with its
Percentage; provided, that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower
while such Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender153s having
been a Defaulting Lender.

ARTICLE 3
CONDITIONS

Section 3.01. Initial Effective Date. This Agreement shall become
effective on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 9.05(a)):

(a) receipt by the Administrative Agent of counterparts hereof signed by each
of the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Administrative Agent in
form satisfactory to it of facsimile or other written confirmation from such
party of execution of a counterpart hereof by such party);

(b) receipt by the Administrative Agent of (i) an opinion of internal counsel
of each Borrower, substantially in the form of Exhibit B hereto and (ii) an
opinion of Robinson, Bradshaw & Hinson, P.A., special counsel for the
Borrowers, substantially in the form of Exhibit C hereto, and, in each case,
covering such additional matters relating to the transactions contemplated
hereby as the Required Lenders may reasonably request;

(c) receipt by the Administrative Agent of a certificate signed by a Vice
President, the Treasurer, an Assistant Treasurer or the Controller of the
Company, dated the Initial Effective Date, to the effect set forth in clauses
(c) and (d) of Section 3.03 (without giving effect to the parenthetical in such
clause (d));

40

(d) receipt by the Administrative Agent of all documents it may have
reasonably requested prior to the date hereof relating to the existence of the
Borrowers, the corporate authority for and the validity of this Agreement and
the Notes, and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent;

(e) receipt by the Administrative Agent of evidence satisfactory to it that
the upfront fees, arrangement fees, administrative agency fees and expenses
payable by the Company and the Borrowers on the Initial Effective Date have been
paid; and

(f) receipt by the Administrative Agent of evidence reasonably satisfactory
to it that all principal of any loans outstanding under, and all accrued
interest and fees under, the Existing Credit Agreement shall have been paid in
full;

provided that the Commitments shall not become effective unless all
of the foregoing conditions are satisfied not later than December 31, 2011. The
Administrative Agent shall promptly notify the Company and the Lenders of the
Initial Effective Date, and such notice shall be conclusive and binding on all
parties hereto.

Section 3.02. Second Effective Date. The Delayed Additional
Commitments shall become effective on the date that each of the following
conditions shall have been satisfied (or waived in accordance with Section
9.05(a)):

(a) the Merger Effective Date shall have occurred;

(b) receipt by the Administrative Agent of counterparts of the Joinder
Agreement signed by each of the Progress Borrowers (or, in the case of any party
as to which an executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of facsimile or other written
confirmation from such party of execution of a counterpart hereof by such
party);

(c) receipt by the Administrative Agent of (i) an opinion of internal counsel
of each Progress Borrower, substantially in the form of Exhibit B hereto and
(ii) an opinion of Robinson, Bradshaw & Hinson, P.A., special counsel for
the Borrowers, substantially in the form of Exhibit C hereto, and, in each case,
covering such additional matters relating to the transactions contemplated
hereby as the Required Lenders may reasonably request;

(d) receipt by the Administrative Agent of (i) a certificate signed by a Vice
President, the Treasurer, an Assistant Treasurer or the Controller of the
Company, dated the Second Effective Date, to the effect set forth in clause (c)
of Section 3.03 with respect to the Company and (ii) a certificate signed by a
Vice President, the Treasurer, an Assistant Treasurer or the Controller of the
Progress

41

Borrowers, dated the Second Effective Date, to the effect set forth in
clauses (c) and (d) of Section 3.03 (without giving effect to the parenthetical
in such clause (d)) with respect to the Progress Borrowers;

(e) receipt by the Administrative Agent of evidence reasonably satisfactory
to it that all principal of any loans outstanding under, and all accrued
interest and fees under, the Existing Progress Credit Agreements and the
Existing Progress Parent LC Facility shall have been paid in full;

(f) receipt by the Administrative Agent of the executed Progress Energy, Inc.
Consent in the form attached hereto as Exhibit I;

(g) receipt by the Administrative Agent of all documents it may have
reasonably requested relating to the existence of the Progress Borrowers, the
corporate authority for and the validity of this Agreement and the Notes, and
any other matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent; and

(h) receipt by the Administrative Agent of evidence satisfactory to it that
the upfront fees, ticking fees and expenses payable by the Company on the Second
Effective Date have been paid;

provided that the Delayed Additional Commitments shall not become
effective unless all of the foregoing conditions are satisfied not later than
July 8, 2012. The Administrative Agent shall promptly notify the Company and the
Lenders of the Second Effective Date, and such notice shall be conclusive and
binding on all parties hereto.

Section 3.03. Borrowings And Issuance Of Letters Of Credit. The
obligation of any Lender to make a Loan on the occasion of any Borrowing by any
Borrower and the obligation of any Issuing Lender to issue (or renew or extend
the term of) any Letter of Credit at the request of any Borrower is subject to
the satisfaction of the following conditions:

(a) receipt by the Administrative Agent of a Notice of Borrowing as required
by Section 2.02, receipt by the Issuing Lender of a Notice of Issuance as
required by Section 2.15(b), or receipt by the Swingline Lender of notice as
required by Section 2.18(b), as the case may be;

(b) the fact that, immediately after such Borrowing or issuance of such
Letter of Credit, (i) the Utilization Limits shall not be exceeded, (ii) in the
case of an issuance of a Letter of Credit the aggregate amount of the Letter of
Credit Liabilities shall not exceed $1,000,000,000 and (iii) in the case of a
Borrowing of a Swingline Loan, the aggregate outstanding principal amount of all
Swingline Loans shall not exceed $200,000,000;

42

(c) the fact that, immediately after such Borrowing or issuance of such
Letter of Credit, no Default with respect to the Borrower shall have occurred
and be continuing; and

(d) the fact that the representations and warranties of the Borrower
contained in this Agreement (except the representations and warranties set forth
in Sections 4.04(c) and 4.06) shall be true on and as of the date of such
Borrowing or issuance of such Letter of Credit.

Each Borrowing and issuance of a Letter of Credit hereunder shall be deemed
to be a representation and warranty by the Borrower on the date of such
Borrowing or issuance as to the facts specified in clauses (b), (c) and (d) of
this Section.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Each Borrower, severally but not jointly, represents and warrants that:

Section 4.01. Organization and Power. Such Borrower is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has all requisite powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted and is duly qualified to do business in each
jurisdiction where such qualification is required, except where the failure so
to qualify would not have a material adverse effect on the business, financial
position or results of operations of such Borrower and its Consolidated
Subsidiaries, considered as a whole.

Section 4.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by such Borrower of this Agreement
and the Notes are within such Borrower153s powers, have been duly authorized by
all necessary company action, require no action by or in respect of, or filing
with, any Governmental Authority (except for consents, authorizations or filings
which have been obtained or made, as the case may be, and are in full force and
effect) and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the articles of incorporation, by-laws,
certificate of formation or the limited liability company agreement of such
Borrower or of any material agreement, judgment, injunction, order, decree or
other instrument binding upon such Borrower or result in the creation or
imposition of any Lien on any asset of such Borrower or any of its Material
Subsidiaries.

Section 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of such Borrower and each Note, if and when executed and
delivered by it in accordance with this Agreement, will constitute a valid and
binding obligation of such Borrower, in each case enforceable in accordance with

43

its terms, except as the same may be limited by bankruptcy, insolvency or
similar laws affecting creditors153 rights generally and by general principles of
equity.

Section 4.04. Financial Information. (a) The consolidated balance
sheet of such Borrower and its Consolidated Subsidiaries as of December 31, 2010
and the related consolidated statements of income, cash flows, capitalization
and retained earnings for the fiscal year then ended, reported on by Deloitte
& Touche, copies of which have been delivered to each of the Lenders by
using such Borrower153s Syndtrak site or otherwise made available, fairly present
in all material respects, in conformity with generally accepted accounting
principles, the consolidated financial position of such Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

(b) The unaudited consolidated balance sheet of such Borrower and its
Consolidated Subsidiaries as of September 30, 2011 and the related unaudited
consolidated statements of income and cash flows for the nine months then ended,
copies of which have been delivered to each of the Lenders by using such
Borrower153s Syndtrak site or otherwise made available, fairly present in all
material respects, in conformity with generally accepted accounting principles
applied on a basis consistent with the financial statements referred to in
subsection (a) of this Section, the consolidated financial position of such
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and changes in financial position for such
nine-month period (subject to normal year-end adjustments and the absence of
footnotes).

(c) Since December 31, 2010, there has been no material adverse change in the
business, financial position or results of operations of such Borrower and its
Consolidated Subsidiaries, considered as a whole, except as publicly disclosed
prior to the Initial Effective Date.

Section 4.05. Regulation U. Such Borrower and its Material
Subsidiaries are not engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock (within the meaning of Regulation U
issued by the Board of Governors of the Federal Reserve System) and no proceeds
of any Borrowing by and no issuance of Letters of Credit for the account of such
Borrower will be used to purchase or carry any margin stock or to extend credit
to others for the purpose of purchasing or carrying any margin stock. Not more
than 25% of the value of the assets of such Borrower and its Material
Subsidiaries is represented by margin stock.

Section 4.06. Litigation. Except as publicly disclosed prior to the
Initial Effective Date, there is no action, suit or proceeding pending against,
or to the knowledge of such Borrower threatened against or affecting, such
Borrower or any of its Subsidiaries before any court or arbitrator or any
Governmental Authority which would be likely to be decided adversely to such
Borrower or such Subsidiary and, as a result, have a material adverse effect
upon the business,

44

consolidated financial position or results of operations of such Borrower and
its Consolidated Subsidiaries, considered as a whole, or which in any manner
draws into question the validity of this Agreement or any Note.

Section 4.07. Compliance with Laws. Such Borrower and each of its
Material Subsidiaries is in compliance in all material respects with all
applicable laws, ordinances, rules, regulations and requirements of Governmental
Authorities (including, without limitation, ERISA and Environmental Laws) except
where (i) non-compliance would not have a material adverse effect on the
business, financial position or results of operations of such Borrower and its
Consolidated Subsidiaries, considered as a whole, or (ii) the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

Section 4.08. Taxes. Such Borrower and its Material Subsidiaries
have filed all United States Federal income tax returns and all other material
tax returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by such Borrower
or any such Material Subsidiary except (i) where nonpayment would not have a
material adverse effect on the business, financial position or results of
operations of such Borrower and its Consolidated Subsidiaries, considered as a
whole, or (ii) where the same are contested in good faith by appropriate
proceedings. The charges, accruals and reserves on the books of such Borrower
and its Material Subsidiaries in respect of taxes or other governmental charges
are, in the opinion of such Borrower, adequate.

ARTICLE 5
COVENANTS

Each Borrower, severally but not jointly, agrees that, so long as any Lender
has any Commitment hereunder with respect to such Borrower or any amount payable
hereunder remains unpaid by such Borrower or any Letter of Credit Liabilities
remain outstanding (unless such Letter of Credit Liabilities have been Cash
Collateralized):

Section 5.01. Information. Such Borrower will deliver to each of the
Lenders:

(a) as soon as available and in any event within 120 days after the end of
each fiscal year of such Borrower, a consolidated balance sheet of such Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of income, cash flows, capitalization and
retained earnings for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on in a
manner consistent with past practice and with applicable requirements of the
Securities and Exchange Commission by Deloitte & Touche or other independent
public accountants of nationally recognized standing;

45

(b) as soon as available and in any event within 60 days (75 days in the case
of Duke Energy Kentucky) after the end of each of the first three quarters of
each fiscal year of such Borrower, a consolidated balance sheet of such Borrower
and its Consolidated Subsidiaries as of the end of such quarter and the related
consolidated statements of income and cash flows for such quarter and for the
portion of such Borrower153s fiscal year ended at the end of such quarter, setting
forth in each case in comparative form the figures for the corresponding quarter
and the corresponding portion of such Borrower153s previous fiscal year, all
certified (subject to normal year-end adjustments) as to fairness of
presentation in all material respects, generally accepted accounting principles
and consistency (except as provided by Section 1.02) by an Approved Officer of
such Borrower;

(c) within the maximum time period specified for the delivery of each set of
financial statements referred to in clauses (a) and (b) above, a certificate of
an Approved Officer of such Borrower (i) setting forth in reasonable detail the
calculations required to establish whether such Borrower was in compliance with
the requirements of Section 5.10 on the date of such financial statements and
(ii) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
such Borrower is taking or proposes to take with respect thereto;

(d) within five days after any officer of such Borrower with responsibility
relating thereto obtains knowledge of any Default, if such Default is then
continuing, a certificate of an Approved Officer of such Borrower setting forth
the details thereof and the action which such Borrower is taking or proposes to
take with respect thereto;

(e) promptly upon the filing thereof, copies of all registration statements
(other than the exhibits thereto and any registration statements on Form S-8 or
its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents)
which such Borrower shall have filed with the Securities and Exchange
Commission;

(f) if and when any member of such Borrower153s ERISA Group (i) gives or is
reasonably expected to give notice to the PBGC of any “reportable
event” (as defined in Section 4043 of ERISA) with respect to any
Material Plan which might constitute grounds for a termination of such Plan
under Title IV of ERISA, or knows that the plan administrator of any Material
Plan has given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given or required to be given to the
PBGC; (ii) receives notice of complete or partial withdrawal liability under
Title IV of ERISA or notice that any Material Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate, impose material
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
for a waiver of the minimum funding standard under Section 412 of the Internal
Revenue Code, a copy of such application; (v) gives notice of intent to
terminate any Material Plan under Section 4041(c) of ERISA, a

46

copy of such notice and other information filed with the PBGC; (vi) gives
notice of withdrawal from any Material Plan pursuant to Section 4063 of ERISA, a
copy of such notice; (vii) receives notice of the cessation of operations at a
facility of any member of the ERISA Group in the circumstances described in
Section 4062(e) of ERISA; or (viii) fails to make any payment or contribution to
any Material Plan or makes any amendment to any Material Plan which has resulted
or could result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer or the chief accounting
officer of such Borrower setting forth details as to such occurrence and action,
if any, which such Borrower or applicable member of the ERISA Group is required
or proposes to take;

(g) promptly, notice of any change in the ratings of such Borrower referred
to in the Pricing Schedule; and

(h) from time to time such additional information regarding the financial
position or business of such Borrower and its Subsidiaries as the Administrative
Agent, at the request of any Lender, may reasonably request.

Information required to be delivered pursuant to these Sections 5.01(a),
5.01(b) and 5.01(e) shall be deemed to have been delivered on the date on which
such information has been posted on the Securities and Exchange Commission
website on the Internet at sec.gov/edaux/searches.htm, on such Borrower153s
Syndtrak site or at another website identified in a notice from such Borrower to
the Lenders and accessible by the Lenders without charge; provided
that (i) a certificate delivered pursuant to Section 5.01(c) shall also be
deemed to have been delivered upon being posted to such Borrower153s Syndtrak site
and (ii) such Borrower shall deliver paper copies of the information referred to
in Sections 5.01(a), 5.01(b) and 5.01(e) to any Lender which requests such
delivery.

Section 5.02. Payment of Taxes. Such Borrower will pay and
discharge, and will cause each of its Material Subsidiaries to pay and
discharge, at or before maturity, all their tax liabilities, except where (i)
nonpayment would not have a material adverse effect on the business, financial
position or results of operations of such Borrower and its Consolidated
Subsidiaries, considered as a whole, or (ii) the same may be contested in good
faith by appropriate proceedings, and will maintain, and will cause each of its
Material Subsidiaries to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the same.

Section 5.03. Maintenance of Property; Insurance. (a) Such Borrower
will keep, and will cause each of its Material Subsidiaries to keep, all
property necessary in its business in good working order and condition, ordinary
wear and tear excepted, except where the failure to do so would not have a
material adverse effect on the business, financial position or results of
operations of such Borrower and its Consolidated Subsidiaries, considered as a
whole.

47

(b) Such Borrower will, and will cause each of its Material Subsidiaries to,
maintain (either in the name of such Borrower or in such Subsidiary153s own name)
with financially sound and responsible insurance companies, insurance on all
their respective properties in at least such amounts and against at least such
risks (and with such risk retention) as are usually insured against by companies
of established repute engaged in the same or a similar business;
provided that self-insurance by such Borrower or any such Material
Subsidiary, shall not be deemed a violation of this covenant to the extent that
companies engaged in similar businesses and owning similar properties
self-insure; and will furnish to the Lenders, upon request from the
Administrative Agent, information presented in reasonable detail as to the
insurance so carried.

Section 5.04. Maintenance of Existence. Such Borrower will preserve,
renew and keep in full force and effect, and will cause each of its Material
Subsidiaries to preserve, renew and keep in full force and effect their
respective corporate or other legal existence and their respective rights,
privileges and franchises material to the normal conduct of their respective
businesses; provided that nothing in this Section 5.04 shall prohibit
the termination of any right, privilege or franchise of such Borrower or any
such Material Subsidiary or of the corporate or other legal existence of any
such Material Subsidiary, or the change in form of organization of such Borrower
or any such Material Subsidiary, if such Borrower in good faith determines that
such termination or change is in the best interest of such Borrower, is not
materially disadvantageous to the Lenders and, in the case of a change in the
form of organization of such Borrower, the Administrative Agent has consented
thereto.

Section 5.05. Compliance with Laws. Such Borrower will comply, and
cause each of its Material Subsidiaries to comply, in all material respects with
all applicable laws, ordinances, rules, regulations, and requirements of
Governmental Authorities (including, without limitation, ERISA and Environmental
Laws) except where (i) noncompliance would not have a material adverse effect on
the business, financial position or results of operations of such Borrower and
its Consolidated Subsidiaries, considered as a whole, or (ii) the necessity of
compliance therewith is contested in good faith by appropriate proceedings.

Section 5.06. Books and Records. Such Borrower will keep, and will
cause each of its Material Subsidiaries to keep, proper books of record and
account in which full, true and correct entries shall be made of all financial
transactions in relation to its business and activities in accordance with its
customary practices; and will permit, and will cause each such Material
Subsidiary to permit, representatives of any Lender at such Lender153s expense
(accompanied by a representative of such Borrower, if such Borrower so desires)
to visit any of their respective properties, to examine any of their respective
books and records and to discuss their respective affairs, finances and accounts
with their respective officers, employees and independent public accountants,
all upon such reasonable notice, at such reasonable times and as often as may
reasonably be desired.

48

Section 5.07. Negative Pledge. Such Borrower will not create, assume
or suffer to exist any Lien on any asset now owned or hereafter acquired by it,
except:

(a) Liens granted by such Borrower existing as of the Initial Effective Date,
securing Indebtedness outstanding on the date of this Agreement in an aggregate
principal amount not exceeding $100,000,000;

(b) the Lien of such Borrower153s Mortgage Indenture (if any) securing
Indebtedness outstanding on the Initial Effective Date or issued thereafter;

(c) any Lien on any asset of any Person existing at the time such Person is
merged or consolidated with or into such Borrower and not created in
contemplation of such event;

(d) any Lien existing on any asset prior to the acquisition thereof by such
Borrower and not created in contemplation of such acquisition;

(e) any Lien on any asset securing Indebtedness incurred or assumed for the
purpose of financing all or any part of the cost of acquiring such asset;
provided that such Lien attaches to such asset concurrently with or
within 180 days after the acquisition thereof;

(f) any Lien arising out of the refinancing, extension, renewal or refunding
of any Indebtedness secured by any Lien permitted by any of the foregoing
clauses of this Section; provided that such Indebtedness is not
increased (except by accrued interest, prepayment premiums and fees and expenses
incurred in connection with such refinancing, extension, renewal or refunding)
and is not secured by any additional assets;

(g) Liens for taxes, assessments or other governmental charges or levies not
yet due or which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves or other appropriate provisions are
being maintained in accordance with generally accepted accounting principles;

(h) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and other Liens imposed by law, created in the ordinary
course of business and for amounts not past due for more than 60 days or which
are being contested in good faith by appropriate proceedings which are
sufficient to prevent imminent foreclosure of such Liens, are promptly
instituted and diligently conducted and with respect to which adequate reserves
or other appropriate provisions are being maintained in accordance with
generally accepted accounting principles;

(i) Liens incurred or deposits made in the ordinary course of business
(including, without limitation, surety bonds and appeal bonds) in connection
with workers153 compensation, unemployment insurance and other types of social

49

security benefits or to secure the performance of tenders, bids, leases,
contracts (other than for the repayment of Indebtedness), statutory obligations
and other similar obligations or arising as a result of progress payments under
government contracts;

(j) easements (including, without limitation, reciprocal easement agreements
and utility agreements), rights-of-way, covenants, consents, reservations,
encroachments, variations and other restrictions, charges or encumbrances
(whether or not recorded) affecting the use of real property;

(k) Liens with respect to judgments and attachments which do not result in an
Event of Default;

(l) Liens, deposits or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases (permitted
under the terms of this Agreement), public or statutory obligations, surety,
stay, appeal, indemnity, performance or other obligations arising in the
ordinary course of business;

(m) other Liens including Liens imposed by Environmental Laws arising in the
ordinary course of its business which (i) do not secure Indebtedness, (ii) do
not secure any obligation in an amount exceeding $100,000,000 at any time at
which Investment Grade Status does not exist as to such Borrower and (iii) do
not in the aggregate materially detract from the value of its assets or
materially impair the use thereof in the operation of its business;

(n) Liens securing obligations under Hedging Agreements entered into to
protect against fluctuations in interest rates or exchange rates or commodity
prices and not for speculative purposes, provided that such Liens run in favor
of a Lender hereunder or a Person who was, at the time of issuance, a Lender;

(o) Liens not otherwise permitted by the foregoing clauses of this Section on
assets of such Borrower securing obligations in an aggregate principal or face
amount at any date not to exceed (i) in the case of each of the Company and Duke
Energy Carolinas, $750,000,000 and (ii) in the case of each other Borrower,
$150,000,000; and

(p) Liens on the fuel used by the Progress Borrowers in their power
generating businesses.

Section 5.08. Consolidations, Mergers and Sales of Assets. Such
Borrower will not (i) consolidate or merge with or into any other Person or (ii)
sell, lease or otherwise transfer, directly or indirectly, Substantial Assets to
any Person (other than a Subsidiary of such Borrower); provided that
such Borrower may merge with another Person if such Borrower is the Person
surviving such merger and, after giving effect thereto, no Default shall have
occurred and be continuing.

50

Section 5.09. Use of Proceeds. The proceeds of the Loans made under
this Agreement will be used by such Borrower for its general corporate purposes,
including liquidity support for commercial paper and acquisitions. None of such
proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying any “margin
stock” within the meaning of Regulation U.

Section 5.10. Indebtedness/Capitalization Ratio. The ratio of
Consolidated Indebtedness of such Borrower to Consolidated Capitalization of
such Borrower as at the end of any fiscal quarter of such Borrower will not
exceed 65%.

ARTICLE 6
DEFAULTS

Section 6.01. Events of Default. If one or more of the following
events (“Events of Default“) with respect to a particular
Borrower shall have occurred and be continuing:

(a) such Borrower shall fail to pay when due any principal of any Loan to it
or any Reimbursement Obligation owed by it or shall fail to pay, within five
days of the due date thereof, any interest, fees or any other amount payable by
it hereunder;

(b) such Borrower shall fail to observe or perform any covenant contained in
Sections 5.04, 5.07, 5.08, 5.10 or the second sentence of 5.09, inclusive;

(c) such Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause (a) or (b)
above) for 30 days after notice thereof has been given to such Borrower by the
Administrative Agent at the request of any Lender;

(d) any representation, warranty, certification or statement made by such
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);

(e) such Borrower or any of its Material Subsidiaries shall fail to make any
payment in respect of Material Debt (other than Loans to and Reimbursement
Obligations of such Borrower hereunder) when due or within any applicable grace
period;

(f) any event or condition shall occur and shall continue beyond the
applicable grace or cure period, if any, provided with respect thereto so as to
result in the acceleration of the maturity of Material Debt;

51

(g) such Borrower or any of its Material Subsidiaries shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall admit in writing its inability to, or shall
fail generally to, pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing;

(h) an involuntary case or other proceeding shall be commenced against such
Borrower or any of its Material Subsidiaries seeking liquidation, reorganization
or other relief with respect to it or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against such Borrower or any of its Material
Subsidiaries under the federal bankruptcy laws as now or hereafter in effect;

(i) any member of such Borrower153s ERISA Group shall fail to pay when due an
amount or amounts aggregating in excess of $50,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
of intent to terminate a Plan or Plans of such ERISA Group having aggregate
Unfunded Vested Liabilities in excess of $100,000,000 (collectively, a
“Material Plan“) shall be filed under Title IV of ERISA by any
member of such ERISA Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate or to cause a trustee to be appointed to administer any such Material
Plan or a proceeding shall be instituted by a fiduciary of any such Material
Plan against any member of such ERISA Group to enforce Section 515 or 4219(c)(5)
of ERISA and such proceeding shall not have been dismissed within 90 days
thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any such Material Plan must be
terminated;

(j) a judgment or other court order for the payment of money in excess of
$100,000,000 shall be rendered against such Borrower or any of its Material
Subsidiaries and such judgment or order shall continue without being vacated,
discharged, satisfied or stayed or bonded pending appeal for a period of 45
days; or

(k) any person or group of persons (within the meaning of Section 13 or 14 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act“)) other than trustees and participants in employee benefit plans
of the Company and

52

its Subsidiaries or the Endowment or Trust, shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Exchange Act) of 50% or more of the outstanding
shares of common stock of the Company; during any period of twelve consecutive
calendar months, individuals who were directors of the Company on the first day
of such period (together with (i) any directors appointed pursuant to the Merger
Agreement and (ii) any successors nominated or appointed by then incumbent
directors in the ordinary course) shall cease to constitute a majority of the
board of directors of the Company; or in the case of any Borrower other than the
Company, such Borrower shall cease to be a Subsidiary of the Company;

then, and in every such event, the Administrative Agent shall (i) if
requested by Lenders having more than 66-2/3% in aggregate amount of the
Commitments, by notice to such Borrower terminate the Commitments as to such
Borrower and they shall thereupon terminate, and such Borrower shall no longer
be entitled to borrow hereunder, and the Sublimit of such Borrower shall be
reduced to zero, and (ii) if requested by Lenders holding more than 66-2/3% in
aggregate principal amount of the Loans and Reimbursement Obligations of such
Borrower, by notice to such Borrower declare such Loans and Reimbursement
Obligations (together with accrued interest thereon) to be, and such Loans and
Reimbursement Obligations (together with accrued interest thereon) shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Borrower; provided that in the case of any of the Events of Default
specified in clause (g) or (h) above with respect to such Borrower, without any
notice to such Borrower or any other act by the Administrative Agent or the
Lenders, the Commitments shall thereupon terminate with respect to such Borrower
and the Loans and Reimbursement Obligations of such Borrower (together with
accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower.

Section 6.02. Notice of Default. The Administrative Agent shall give
notice to a Borrower under Section 6.01(c) promptly upon being requested to do
so by any Lender and shall thereupon notify all the Lenders and the Issuing
Lenders thereof.

Section 6.03. Cash Collateral. Each Borrower agrees, in addition to
the provisions of Section 6.01 hereof, that upon the occurrence and during the
continuance of any Event of Default with respect to such Borrower, it shall, if
requested by the Administrative Agent upon the instruction of the Lenders having
at least 66 2/3% in the aggregate amount of the Commitments (or, if the
Commitments shall have been terminated, holding at least 66 2/3% of the Letter
of Credit Liabilities for the account of such Borrower), Cash Collateralize all
Letters of Credit for the account of such Borrower then outstanding at such
time; provided that upon the occurrence of any Event of Default
specified in Section 6.01(g) or 6.01(h) with respect to such Borrower, such
Borrower shall do so

53

forthwith without any notice or demand or any other act by the Administrative
Agent or the Lenders.

ARTICLE 7
THE ADMINISTRATIVE AGENT

Section 7.01. Appointment and Authorization. Each Lender irrevocably
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as are
delegated to the Administrative Agent by the terms hereof or thereof, together
with all such powers as are reasonably incidental thereto.

Section 7.02. Administrative Agent and Affiliates. Wells Fargo shall
have the same rights and powers under this Agreement as any other Lender and may
exercise or refrain from exercising the same as though it were not the
Administrative Agent, and Wells Fargo and its affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with any
Borrower or any Subsidiary or affiliate of any Borrower as if it were not the
Administrative Agent hereunder.

Section 7.03. Action by Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default, except as
expressly provided in Article 6.

Section 7.04. Consultation with Experts. The Administrative Agent
may consult with legal counsel (who may be counsel for a Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

Section 7.05. Liability of Administrative Agent. Neither the
Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable to any Lender for any
action taken or not taken by it in connection herewith (i) with the consent or
at the request of the Required Lenders or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Administrative Agent nor any of
its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of any Borrower; (iii) the satisfaction of
any condition specified in Article 3, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The

54

Administrative Agent shall not incur any liability by acting in reliance upon
any notice, consent, certificate, statement, or other writing (which may be a
bank wire, facsimile or similar writing) believed by it in good faith to be
genuine or to be signed by the proper party or parties. Without limiting the
generality of the foregoing, the use of the term “agent” in this Agreement with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

Section 7.06. Indemnification. Each Lender shall, ratably in
accordance with its portion of the Aggregate Exposures, indemnify the
Administrative Agent and its Related Parties (to the extent not reimbursed or
indemnified by the Borrowers) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss, penalties or liability (except
such as result from such indemnitees153 gross negligence or willful misconduct)
that such indemnitees may suffer or incur in connection with this Agreement or
any action taken or omitted by the Administrative Agent in its capacity as such,
or by any Related Party acting for the Administrative Agent in connection with
such capacity.

Section 7.07. Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

Section 7.08. Successor Administrative Agent.

(a) The Administrative Agent may resign at any time by giving notice thereof
to the Lenders and the Borrowers. Upon any such resignation, (i) the Company,
with the consent of the Required Lenders (such consent not to be unreasonably
withheld or delayed), or (ii) if an Event of Default has occurred and is
continuing, then the Required Lenders, shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent gives notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $250,000,000.

(b) If the Person serving as Administrative Agent is a Defaulting Lender, (i)
the Company, with the consent of the Required Lenders (such consent

55

not to be unreasonably withheld or delayed), or (ii) if an Event of Default
has occurred and is continuing, then the Required Lenders, shall have the right
to appoint a successor Administrative Agent.

(c) Upon the acceptance of its appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, duties and
obligations of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder; provided that if such successor Administrative Agent is
appointed without the consent of the Company, such successor Administrative
Agent may be replaced by the Company with the consent of the Required Lenders so
long as no Event of Default has occurred and is continuing at the time. After
any retiring Administrative Agent153s resignation or removal hereunder as
Administrative Agent, the provisions of this Article shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent.

(d) The fees payable by the Company to any successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor.

Section 7.09. Administrative Agent153s Fee. The Company shall pay to
the Administrative Agent for its own account fees in the amounts and at the
times previously agreed upon between the Company and the Administrative Agent.

Section 7.10. Other Agents. None of the Co-Syndication Agents or the
Co-Documentation Agents, in their respective capacities as such, shall have any
duties or obligations of any kind under this Agreement.

ARTICLE 8
CHANGE IN CIRCUMSTANCES

Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar
Borrowing:

(a) the Administrative Agent is advised by the Euro-Dollar Reference Lenders
that deposits in dollars (in the applicable amounts) are not being offered to
the Euro-Dollar Reference Lenders or financial institutions in general in the
relevant market for such Interest Period, or

(b) Lenders having 66-2/3% or more of the aggregate amount of the affected
Loans advise the Administrative Agent that the London Interbank Offered Rate as
determined by the Administrative Agent will not adequately and fairly reflect
the cost to such Lenders of funding their Euro-Dollar Loans for such Interest
Period,

56

the Administrative Agent shall forthwith give notice thereof to the Borrowers
and the Lenders, whereupon until the Administrative Agent notifies the Borrowers
that the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Lenders to make Euro-Dollar Loans or to continue or convert
outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each
outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Administrative Agent at least one Domestic Business Day
before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, such Borrowing
shall instead be made as a Base Rate Borrowing.

Section 8.02. Illegality. If any Change In Law shall make it
unlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to
make, maintain or fund any of its Euro-Dollar Loans and such Lender shall so
notify the Administrative Agent, the Administrative Agent shall forthwith give
notice thereof to the other Lenders and the Borrowers, whereupon until such
Lender notifies the Borrowers and the Administrative Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Lender to make Euro-Dollar Loans, or to continue or convert outstanding
Loans as or into Euro-Dollar Loans, shall be suspended. Before giving any notice
to the Administrative Agent pursuant to this Section, such Lender shall
designate a different Euro-Dollar Lending Office if such designation will avoid
the need for giving such notice and will not be otherwise disadvantageous to
such Lender in the good faith exercise of its discretion. If such notice is
given, each Euro-Dollar Loan of such Lender then outstanding shall be converted
to a Base Rate Loan either (a) on the last day of the then current Interest
Period applicable to such Euro-Dollar Loan if such Lender may lawfully continue
to maintain and fund such Loan to such day or (b) immediately if such Lender
shall determine that it may not lawfully continue to maintain and fund such Loan
to such day.

Section 8.03. Increased Cost and Reduced Return. (a) If any Change
In Law (i) shall impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any
such requirement included in an applicable Euro-Dollar Reserve Percentage)
against assets of, deposits with or for the account of, or credit extended by,
any Lender (or its Applicable Lending Office); (ii) shall subject any Lender or
Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii),
(iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or
other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto; or (iii) shall impose on any Lender (or its Applicable
Lending Office) or on the London interbank market any other condition, cost or
expense affecting its Euro-Dollar Loans, its Note or its obligation to make
Euro-Dollar Loans or its obligations

57

hereunder in respect of Letters of Credit and the result of any of the
foregoing is to increase the cost to such Lender (or its Applicable Lending
Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an
adoption or change with respect to taxes, any Loan) or of issuing or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Lender (or its Applicable Lending Office) under
this Agreement or under its Note with respect thereto, by an amount deemed by
such Lender to be material, then, within 15 days after demand by such Lender
(with a copy to the Administrative Agent), each Borrower shall pay to such
Lender its Appropriate Share of such additional amount or amounts as will
compensate such Lender for such increased cost or reduction; provided
that no such amount shall be payable with respect to any period commencing more
than 90 days prior to the date such Lender first notifies the Borrowers of its
intention to demand compensation therefor under this Section 8.03(a).

(b) If any Lender shall have determined that any Change In Law has or would
have the effect of reducing the rate of return on capital of such Lender (or its
Parent) as a consequence of such Lender153s obligations hereunder to a level below
that which such Lender (or its Parent) could have achieved but for such Change
In Law (taking into consideration its policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time,
within 15 days after demand by such Lender (with a copy to the Administrative
Agent), each Borrower shall pay to such Lender its Appropriate Share of such
additional amount or amounts as will compensate such Lender (or its Parent) for
such reduction; provided that no such amount shall be payable with
respect to any period commencing less than 30 days after the date such Lender
first notifies the Borrowers of its intention to demand compensation under this
Section 8.03(b).

(c) Each Lender will promptly notify the Borrowers and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender. A
certificate of any Lender claiming compensation under this Section and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender may use any reasonable averaging and attribution methods.

(d) The “Appropriate Share” of a Borrower with respect to
any amount payable hereunder is the sum of (i) to the extent such amount is
properly allocable to Loans and Letters of Credit outstanding hereunder, the
portion of such amount properly allocable to the Loans and Letter of Credit
outstanding to or for the account of such Borrower, and (ii) to the extent such
amount is not properly allocable to Loans and Letters of Credit outstanding
hereunder, the

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Appropriate Share shall be the product of the Availability Percentage of such
Borrower and such amount.

Section 8.04. Taxes. (a) For purposes of this Section 8.04 the
following terms have the following meanings:

“FATCA” means Sections 1471 through 1474 of the Internal
Revenue Code, as of the date of this Agreement (or any amended or successor
version that is substantially comparable) and any current or future regulations
or official interpretations thereof.

“Taxes” means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings with respect to any payment
by or on account of any obligation of a Borrower pursuant to this Agreement or
any Note, and all liabilities with respect thereto, excluding (i) in
the case of each Lender and the Administrative Agent, taxes imposed on its
income, net worth or gross receipts and franchise or similar taxes imposed on it
by a jurisdiction under the laws of which such Lender or the Administrative
Agent (as the case may be) is organized or in which its principal executive
office is located or, in the case of each Lender, in which its Applicable
Lending Office is located, (ii) in the case of each Lender, any United States
withholding tax imposed on such payments except to the extent that (A) such
Lender is subject to United States withholding tax by reason of a U.S. Tax Law
Change or (B) in the case of a Lender not listed on the signature pages hereof
or a Participant, amounts with respect to such Taxes were payable pursuant to
Section 8.04 to such Lender153s assignor or to such Participant153s participating
Lender immediately before such Lender or Participant acquired the applicable
interest in a Loan or Commitment; (iii) Taxes attributable to such Lender153s or
Administrative Agent153s failure to comply with Section 8.04(d) or (e) and (iv)
any U.S. Federal withholding Taxes imposed under FATCA.

“Other Taxes” means any present or future stamp or
documentary taxes and any other excise or property taxes, or similar charges or
levies, which arise from any payment made pursuant to this Agreement or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note.

“U.S. Tax Law Change” means with respect to any Lender or
Participant the occurrence (x) in the case of each Lender listed on the
signature pages hereof, after the date of its execution and delivery of this
Agreement and (y) in the case of any other Lender, after the date such Lender
shall have become a Lender hereunder, and (z) in the case of each Participant,
after the date such Participant became a Participant hereunder, of the adoption
of any applicable U.S. federal law, U.S. federal rule or U.S. federal regulation
relating to taxation, or any change therein, or the entry into force,
modification or revocation of any income tax convention or treaty to which the
United States is a party.

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(b) Any and all payments by or any account of any Borrower to or for the
account of any Lender or the Administrative Agent hereunder or under any Note
shall be made without deduction for any Taxes or Other Taxes, except as required
by applicable law; provided that if any Borrower or the Administrative Agent
shall be required by law to deduct any Taxes or Other Taxes from any such
payments, (i) the sum payable by such Borrower shall be increased as necessary
so that after all required deductions are made (including deductions applicable
to additional sums payable under this Section 8.04) such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Borrower or the
Administrative Agent shall make such deductions, (iii) such Borrower or the
Administrative Agent shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law and (iv) if the
withholding agent is the Borrower, such Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 9.01, the original
or a certified copy of a receipt evidencing payment thereof.

(c) Each Borrower agrees to indemnify each Lender and the Administrative
Agent for its Appropriate Share of the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed or asserted by
any jurisdiction on amounts payable under this Section 8.04) paid by such Lender
or the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be paid within 15 days after such Lender or the
Administrative Agent (as the case may be) makes demand therefor.

(d) Each Lender organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement
in the case of each Lender listed on the signature pages hereof and on or prior
to the date on which it becomes a Lender in the case of each other Lender, and
from time to time thereafter as required by law or requested by any Borrower or
the Administrative Agent (but only so long as such Lender remains lawfully able
to do so), shall provide the Borrowers and the Administrative Agent (in such
number of copies as shall be requested by the recipient) with whichever of the
following is applicable (including any successor forms prescribed by the
Internal Revenue Service):

(i) in the case of a Lender claiming the benefits of an income tax treaty to
which the United States is a party (x) with respect to payments of interest
hereunder or under any Note, executed originals of IRS Form W-8BEN establishing
an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other
applicable payments hereunder or under any Note, IRS Form W-8BEN establishing an
exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty;

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(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a
certificate reasonably acceptable to the Administrative Agent to the effect that
such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Internal Revenue Code, a “10 percent shareholder” of any Borrower within the
meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue
Code (a “U.S. Tax Compliance Certificate“) and (y) executed
originals of IRS Form W-8BEN; or

(iv) to the extent a Lender is not the beneficial owner, executed originals
of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax
Compliance Certificate, IRS Form W-9, and/or other certification documents from
each beneficial owner, as applicable; provided that if the Lender is a
partnership and one or more direct or indirect partners of such Lender are
claiming the portfolio interest exemption, such Lender may provide a U.S. Tax
Compliance Certificate on behalf of each such direct and indirect partner.

(e) Any Lender that is organized under the laws of a jurisdiction within the
United States shall deliver to the Borrower and the Administrative Agent on or
prior to the date on which such Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or
the Administrative Agent), executed originals of IRS Form W-9 certifying that
such Lender is exempt from U.S. Federal backup withholding tax.

(f) If a payment made to a Lender hereunder or under any Note would be
subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as
applicable), such Lender shall deliver to the Borrower and the Administrative
Agent at the time or times prescribed by law and at such time or times
reasonably requested by the Borrower or the Administrative Agent such
documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be
necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such
Lender153s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this clause (f), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.

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(g) Each Lender agrees that if any form or certification it previously
delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Borrower and the
Administrative Agent in writing of its legal inability to do so.

(h) If a Lender, which is otherwise exempt from or subject to a reduced rate
of withholding tax, becomes subject to Taxes because of its failure to deliver a
form required hereunder, the Borrowers shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.

(i) If any Borrower is required to pay additional amounts to or for the
account of any Lender pursuant to this Section 8.04, then such Lender will take
such action (including changing the jurisdiction of its Applicable Lending
Office) as in the good faith judgment of such Lender (i) will eliminate or
reduce any such additional payment which may thereafter accrue and (ii) is not
otherwise disadvantageous to such Lender.

(j) If any Lender or the Administrative Agent receives a refund of any Taxes
or Other Taxes for which any Borrower has made a payment under Section 8.04(b)
or (c) and such refund was received from the taxing authority which originally
imposed such Taxes or Other Taxes, such Lender or the Administrative Agent
agrees to reimburse such Borrower to the extent of such refund;
provided that nothing contained in this paragraph (j) shall require any
Lender or the Administrative Agent to seek any such refund or make available its
tax returns (or any other information relating to its taxes which it deems to be
confidential).

(k) Each Lender shall severally indemnify the Administrative Agent, within 10
days after demand therefor, for (i) any Taxes attributable to such Lender (but
only to the extent that a Borrower has not already indemnified the
Administrative Agent for such Taxes and without limiting the obligation of the
Borrowers to do so), (ii) any taxes attributable to such Lender153s failure to
comply with the provisions of Section 9.06(b) relating to the maintenance of a
Participant Register and (iii) any taxes excluded from the definition of Taxes
attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with this Agreement or any Note, and any
reasonable expenses arising therefrom or with respect thereto. A certificate as
to the amount of such payment or liability delivered to any Lender by the
Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender hereunder or under any Note or
otherwise payable by the Administrative Agent to the Lender from any other
source against any amount due to the Administrative Agent under this paragraph
(k).

Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
If (i) the obligation of any Lender to make or to continue or convert
outstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to
Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03(a)

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with respect to its Euro-Dollar Loans and the Borrower shall, by at least
five Euro-Dollar Business Days153 prior notice to such Lender through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Lender, then, unless and until such Lender notifies the Borrowers
that the circumstances giving rise to such suspension or demand for compensation
no longer apply:

(a) all Loans which would otherwise be made by such Lender as (or continued
as or converted to) Euro-Dollar Loans, as the case may be, shall instead be Base
Rate Loans (on which interest and principal shall be payable contemporaneously
with the related Euro-Dollar Loans of the other Lenders), and

(b) after each of its Euro-Dollar Loans has been repaid, all payments of
principal which would otherwise be applied to repay such Loans shall be applied
to repay its Base Rate Loans instead.

If such Lender notifies the Borrowers that the circumstances giving rise to
such suspension or demand for compensation no longer exist, the principal amount
of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the
first day of the next succeeding Interest Period applicable to the related
Euro-Dollar Loans of the other Lenders.

Section 8.06. Substitution of Lender; Termination Option. If (i) the
obligation of any Lender to make or to convert or continue outstanding Loans as
or into Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any
Lender has demanded compensation under Section 8.03 or 8.04 (including any
demand made by a Lender on behalf of a Participant), (iii) any Lender exercises
its right not to extend its Commitment Termination Date pursuant to Section
2.01(b), (iv) any Lender becomes a Defaulting Lender, (v) Investment Grade
Status ceases to exist as to any Lender or, (vi) for purposes of Section 8.06(a)
below only, any Lender becomes a Non-Consenting Lender, then:

(a) the Company shall have the right, with the assistance of the
Administrative Agent (or, if the Administrative Agent is a Defaulting Lender,
the Required Lenders), to designate a substitute bank or banks (which may be one
or more of the Lenders) mutually satisfactory to the Company and, so long as any
such Persons are not Defaulting Lenders, the Administrative Agent, the Swingline
Lender and the Issuing Lenders (whose consent shall not be unreasonably withheld
or delayed) to purchase for cash, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit D hereto, the outstanding Loans
of such Lender and assume the Commitment and Letter of Credit Liabilities of
such Lender (including any Commitments, Loans and Letter of Credit Liabilities
that have been participated), without recourse to or warranty by, or expense to,
such Lender, for a purchase price equal to the principal amount of all of such
Lender153s outstanding Loans and funded Letter of Credit Liabilities plus any
accrued but unpaid interest thereon and the accrued but unpaid fees in respect
of such Lender153s Commitment hereunder and all other amounts payable

63

by the Borrowers to such Lender hereunder plus such amount, if any, as would
be payable pursuant to Section 2.13 if the outstanding Loans of such Lender were
prepaid in their entirety on the date of consummation of such assignment; and

(b) if at the time Investment Grade Status exists as to the Borrowers, the
Company may elect to terminate this Agreement as to such Lender (including any
Commitments, Loans and Letter of Credit Liabilities that have been
participated); provided that (i) the Company notifies such Lender
through the Administrative Agent (or, if the Administrative Agent is a
Defaulting Lender, the Required Lenders) of such election at least three
Euro-Dollar Business Days before the effective date of such termination, (ii)
the Borrowers repay or prepay the principal amount of all outstanding Loans made
by such Lender plus any accrued but unpaid interest thereon and the accrued but
unpaid fees in respect of such Lender153s Commitment hereunder plus all other
amounts payable by the Borrowers to such Lender hereunder, not later than the
effective date of such termination and (iii) if at the effective date of such
termination, any Letter of Credit Liabilities or Swingline Loans are
outstanding, the conditions specified in Section 3.03 would be satisfied (after
giving effect to such termination) were the related Letters of Credit issued or
the related Swingline Loans made on such date. Upon satisfaction of the
foregoing conditions, the Commitment of such Lender shall terminate on the
effective date specified in such notice, its participation in any outstanding
Letters of Credit or Swingline Loans shall terminate on such effective date and
the participations of the other Lenders therein shall be redetermined as of such
date as if such Letters of Credit had been issued or such Swingline Loans had
been made on such date.

ARTICLE 9
MISCELLANEOUS

Section 9.01. Notices.

(a) All notices, requests and other communications to any party hereunder
shall be in writing (including electronic transmission, bank wire, facsimile
transmission or similar writing) and shall be given to such party: (x) in the
case of any Borrower or the Administrative Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender,
at its address or facsimile number set forth in its Administrative Questionnaire
or (z) in the case of any party, such other address or facsimile number as such
party may hereafter specify for the purpose by notice to the Administrative
Agent and the Borrowers. Each such notice, request or other communication shall
be effective (i) if given by facsimile, when such facsimile is transmitted to
the facsimile number specified in this Section and the appropriate answerback or
confirmation slip, as the case may be, is received or (ii) if given by any other
means, when delivered at the address specified in this Section;
provided that notices to the Administrative Agent, the Swingline Lender
or any Issuing Lender under Article

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2 or Article 8 shall not be effective until delivered. Notices delivered
through electronic communications shall be effective as and to the extent
provided in subsection (b) below.

(b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communication (including e-mail and
internet or intranet websites) pursuant to procedures approved by the
Administrative Agent or as otherwise determined by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender pursuant to
Article 2 if such Lender has notified the Administrative Agent that it is
incapable of receiving notices under such Section by electronic communication.
The Administrative Agent or any Borrower may, in its respective discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it or as it otherwise
determines, provided that such determination or approval may be limited to
particular notices or communications. Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall
be deemed received upon the sender153s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided that if
such notice or other communication is not given during the normal business hours
of the recipient, such notice or communication shall be deemed to have been
given at the opening of business on the next Domestic Business Day or
Euro-Dollar Business Day, as applicable, for the recipient, and (ii) notices or
communications posted to an internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.

Section 9.02. No Waivers. No failure or delay by the Administrative
Agent or any Lender in exercising any right, power or privilege hereunder or
under any Note shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.03. Expenses; Indemnification. (a) Each Borrower shall pay
(i) its Appropriate Share of all reasonable out-of-pocket expenses of the
Administrative Agent, including reasonable fees and disbursements of one special
counsel for the Administrative Agent, in connection with the preparation of this
Agreement, any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default with respect to such Borrower hereunder and (ii) if
an Event of Default with respect to such Borrower occurs, all reasonable
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including reasonable fees and disbursements of counsel, in connection with such
Event of Default and collection and other enforcement proceedings resulting
therefrom.

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(b) Each Borrower agrees to indemnify each Agent and each Lender and the
respective Related Parties of the foregoing (each an
“Indemnitee“) and hold each Indemnitee harmless from and
against any and all liabilities, losses, penalties, damages, costs and expenses
of any kind, including, without limitation, the reasonable fees and
disbursements of one counsel for all Indemnitees taken as a whole and, in the
case of any actual or potential conflict of interest, one additional counsel to
each group of affected Indemnitees similarly situated taken as a whole, which
may be incurred by such Indemnitee in connection with any investigative,
administrative or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto) relating to or arising out of this Agreement or any
actual or proposed use of proceeds of Loans hereunder, in each case to the
extent of such Borrower153s Appropriate Share; provided that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee153s own gross negligence or willful misconduct as determined by a court
of competent jurisdiction.

(c) To the fullest extent permitted by applicable law, each Borrower shall
not assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit,
or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the transactions contemplated hereby or
thereby.

Section 9.04. Sharing of Set-offs. Each Lender agrees that if it
shall, by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount then due with respect to the
Loans and Letter of Credit Liabilities held by it which is greater than the
proportion received by any other Lender in respect of the aggregate amount then
due with respect to the Loans and Letter of Credit Liabilities held by such
other Lender, the Lender receiving such proportionately greater payment shall
purchase such participations in the Loans and Letter of Credit Liabilities held
by the other Lenders, and such other adjustments shall be made, as may be
required so that all such payments with respect to the Loans and Letter of
Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata;
provided that (i) nothing in this Section shall impair the right of any
Lender to exercise any right of set-off or counterclaim it may have and to apply
the amount subject to such exercise to the payment of indebtedness of a Borrower
other than its indebtedness under this Agreement and (ii) this Section is not
applicable to Swingline Loans.

Section 9.05. Amendments and Waivers. (a) Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by each Borrower and the

66

Required Lenders (and, if the rights or duties of any Agent, the Swingline
Lender or any Issuing Lender are affected thereby, by such Person);
provided that no such amendment or waiver shall (x) unless signed by
each adversely affected Lender, (i) increase the Commitment of any Lender or the
Maximum Sublimit of any Borrower or subject any Lender to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or the
amount to be reimbursed in respect of any Letter of Credit or any interest
thereon or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or for reimbursement in respect of any
Letter of Credit or interest thereon or any fees hereunder or for termination of
any Commitment, or (iv) change the provisions of Section 9.04 or of any other
provision of this Agreement providing for the ratable application of payments in
respect of the Loans and Letter of Credit Liabilities or (y) unless signed by
all Lenders, change the definition of Required Lenders or the provisions of this
Section 9.05.

(b) This Agreement may be amended by the Company to remove any other Borrower
as a Borrower (a “Removed Borrower“) hereunder subject to: (i)
the receipt by the Administrative Agent of prior notice from the Company of such
amendment, (ii) repayment in full of all Loans made to such Borrower, (iii) Cash
Collateralization of all amounts available for drawing under Letters of Credit
issued for the account of such Borrower (or the amendment of such Letter of
Credit to provide for the Company as the account party) and (iv) repayment in
full of all other amounts owing by such Borrower under this Agreement (it being
agreed that any such repayment shall be in accordance with the other terms of
this Agreement). Upon the satisfaction of the foregoing conditions the rights
and obligations of such Removed Borrower hereunder shall terminate;
provided, however, that the obligations of such Removed Borrower under
Section 9.03 shall survive such amendment.

Section 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns and each Indemnitee, except that no
Borrower may assign or otherwise transfer any of its rights under this Agreement
without the prior written consent of all Lenders.

(b) Any Lender may, with the consent (unless an Event of Default then exists)
of the Company (such consent not to be unreasonably withheld or delayed), at any
time grant to one or more banks or other institutions (each a
“Participant“) participating interests in its Commitment or any
or all of its Loans and Letter of Credit Liabilities; provided that any
Lender may, without the consent of any Borrower, at any time grant participating
interests in its Commitment or any or all of its Loans and Letter of Credit
Liabilities to another Lender, an Approved Fund or an Affiliate of such
transferor Lender. In the event of any such grant by a Lender of a participating
interest to a Participant, whether or not upon notice to the Administrative
Agent, such Lender shall remain responsible for the performance of its
obligations hereunder, and the Borrowers, the Issuing Lenders, the Swingline
Lender and the Administrative Agent shall

67

continue to deal solely and directly with such Lender in connection with such
Lender153s rights and obligations under this Agreement. Any agreement pursuant to
which any Lender may grant such a participating interest shall provide that (A)
such Participant agrees to be subject to Section 8.06 as if it were an Assignee
under paragraph (c) of this Section 9.06 or as if it were the Lender granting
such participation and (B) such Lender shall retain the sole right and
responsibility to enforce the obligations of the Borrowers hereunder including,
without limitation, the right to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such participation
agreement may provide that such Lender will not agree to any modification,
amendment or waiver of this Agreement described in clause (x) (i), (ii) or (iii)
of Section 9.05(a) without the consent of the Participant. Each Borrower agrees
that each Participant shall, to the extent provided in its participation
agreement, be entitled to the benefits of Article 8 with respect to its
participating interest, subject to the performance by such Participant of the
obligations of a Lender thereunder (it being understood that the documentation
required under Section 8.04 shall be delivered by the Participant to the
participating Lender and the Participant agrees to be subject to the provisions
of Sections 8.04(i), 8.04(j) and 8.06 as if it were an Assignee). In addition,
each Lender that sells a participation agrees, at the Borrower153s request, to use
reasonable efforts to cooperate with the Borrower to effectuate the provisions
of Section 8.06 with respect to any Participant. An assignment or other transfer
which is not permitted by subsection (c) or (d) below shall be given effect for
purposes of this Agreement only to the extent of a participating interest
granted in accordance with this subsection (b). Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of
the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each
Participant153s interest in the Loans or other obligations hereunder or under any
Note (the “Participant Register“); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant (other than for the consent
requirements set forth in the first sentence of this Section 9.06(b)) or any
information relating to a Participant153s interest in any Commitments, Loans,
Letters of Credit or its other obligations hereunder or under any Note) to any
Person except to the extent that such disclosure is necessary to establish that
such Commitment, Loan, Letter of Credit or other obligation is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of
doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.

(c) Any Lender may at any time assign to one or more banks or other financial
institutions (each an “Assignee“) other than (x) a Borrower (y)
a

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Subsidiary or Affiliate of a Borrower or (z) a Defaulting Lender or any
Person who, upon becoming a Lender hereunder, would constitute a Defaulting
Lender, all, or a proportionate part (equivalent to an initial Commitment of not
less than $10,000,000 (unless the Company and the Administrative Agent shall
otherwise agree)) of all, of its rights and obligations under this Agreement and
its Note (if any), and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in substantially the form of
Exhibit D hereto executed by such Assignee and such transferor Lender, with (and
only with and subject to) the prior written consent of the Swingline Lender, the
Issuing Lenders, the Administrative Agent (which shall not be unreasonably
withheld or delayed) and, so long as no Event of Default has occurred and is
continuing, the Company (which shall not be unreasonably withheld or delayed);
provided that unless such assignment is of the entire right, title and
interest of the transferor Lender hereunder, after making any such assignment
such transferor Lender shall have a Commitment of at least $10,000,000 (unless
the Company and the Administrative Agent shall otherwise agree). Upon execution
and delivery of such instrument of assumption and payment by such Assignee to
such transferor Lender of an amount equal to the purchase price agreed between
such transferor Lender and such Assignee, such Assignee shall be a Lender party
to this Agreement and shall have all the rights and obligations of a Lender with
a Commitment as set forth in such instrument of assumption, and the transferor
Lender shall be released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall be required. Upon
the consummation of any assignment pursuant to this subsection (c), the
transferor Lender, the Administrative Agent and the Borrowers shall make
appropriate arrangements so that, if required by the Assignee, a Note(s) is
issued to the Assignee. The Assignee shall, prior to the first date on which
interest or fees are payable hereunder for its account, deliver to the Borrowers
and the Administrative Agent any certifications, forms or other documentation in
accordance with Section 8.04. All assignments (other than assignments to
Affiliates) shall be subject to a transaction fee established by, and payable by
the transferor Lender to, the Administrative Agent for its own account (which
shall not exceed $3,500).

(d) Any Lender may at any time assign all or any portion of its rights under
this Agreement and its Note (if any) to a Federal Reserve Bank. No such
assignment shall release the transferor Lender from its obligations hereunder or
modify any such obligations.

(e) No Assignee, Participant or other transferee of any Lender153s rights
(including any Applicable Lending Office other than such Lender153s initial
Applicable Lending Office) shall be entitled to receive any greater payment
under Section 8.03 or 8.04 than such Lender would have been entitled to receive
with respect to the rights transferred, unless such transfer is made by reason
of the provisions of Section 8.02, 8.03 or 8.04 requiring such Lender to
designate a different Applicable Lending Office under certain circumstances or
at a time when the circumstances giving rise to such greater payment did not
exist.

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Section 9.07. Collateral. Each of the Lenders represents to the
Administrative Agent and each of the other Lenders that it in good faith is not
relying upon any “margin stock” (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for in this
Agreement.

Section 9.08. Confidentiality. Each Agent and each Lender agrees to
keep any information delivered or made available by any Borrower pursuant to
this Agreement confidential from anyone other than persons employed or retained
by such Lender and its affiliates who are engaged in evaluating, approving,
structuring or administering the credit facility contemplated hereby;
provided that nothing herein shall prevent any Lender from disclosing
such information (a) to any other Lender or any Agent, (b) upon the order of any
court or administrative agency, (c) upon the request or demand of any regulatory
agency or authority or self-regulatory body, (d) which had been publicly
disclosed other than as a result of a disclosure by any Agent or any Lender
prohibited by this Agreement, (e) in connection with any litigation to which any
Agent, any Lender or its subsidiaries or Parent may be a party, (f) to the
extent necessary in connection with the exercise of any remedy hereunder, (g) to
such Lender153s or any Agent153s legal counsel and independent auditors, (h) subject
to provisions substantially similar to those contained in this Section 9.08, to
any actual or proposed Participant or Assignee, (i) to any direct, indirect,
actual or prospective counterparty (and its advisor) to any swap, derivative or
securitization transaction related to the obligations under this Agreement, (j)
on a confidential basis to the CUSIP Service Bureau or any similar agency in
connection with the issuance and monitoring of CUSIP numbers with respect to the
loans and (k) with the consent of the Company.

Section 9.09. Governing Law; Submission to Jurisdiction. This
Agreement and each Note (if any) shall be construed in accordance with and
governed by the law of the State of New York. Each Borrower and each Lender
Party hereby submits to the exclusive jurisdiction of the United States District
Court for the Southern District of New York and of any New York State court
sitting in New York County for purposes of all legal proceedings arising out of
or relating to this Agreement or the transactions contemplated hereby. Each
Borrower and each Lender Party irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

Section 9.10. Counterparts; Integration. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile or electronic transmission shall be effective as delivery of a
manually executed counterpart hereof. This Agreement constitutes the entire
agreement and understanding among the parties hereto and supersedes any and all
prior

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agreements and understandings, oral or written, relating to the subject
matter hereof.

Section 9.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE
AGENTS, THE ISSUING LENDERS AND THE LENDERS, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.12. USA Patriot Act. Each Lender hereby notifies each
Borrower that pursuant to the requirements of the USA Patriot Act, Title III of
Pub. L. 107-56 (signed into law October 26, 2001) (the “Act“),
it is required to obtain, verify and record information that identifies such
Borrower, which information includes the name and address of such Borrower and
other information that will allow such Lender to identify such Borrower in
accordance with the Act.

Section 9.13. Termination of Commitments Under Existing Credit
Agreements.

(a) The Borrowers and each of the Lenders that is also a “Bank” party to the
Existing Credit Agreement (which Lenders constitute the “Required Banks” (as
defined therein) under the Existing Credit Agreement) agree that the
“Commitments” as defined in the Existing Credit Agreement shall be terminated in
their entirety on the Initial Effective Date in accordance with the terms
thereof. Each of such Lenders waives any requirement of notice of such
termination of the Existing Credit Agreement.

(b) The Progress Borrowers, Progress Energy, Inc., through its execution of
the Progress Energy, Inc. Consent in the form attached as Exhibit I, and each of
the Lenders that is also a “Lender” party to any of the Existing Progress Credit
Agreements (which Lenders constitute the “Majority Lenders” (as defined in each
of the Existing Progress Credit Agreements) agree that the “Commitments” (as
defined in each of the Existing Progress Credit Agreements) under each of the
Existing Progress Credit Agreements shall be terminated in their entirety on the
Second Effective Date in accordance with the terms thereof. Each of such Lenders
waives any requirement of notice of such termination of any Existing Progress
Credit Agreement.

(c) Progress Energy, Inc., through its execution of the Progress Energy, Inc.
Consent in the form attached as Exhibit I, and Wells Fargo agree that the
Existing Progress Parent LC Facility shall be terminated in its entirety on the
Second Effective Date in accordance with the terms thereof.

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Section 9.14. No Fiduciary Duty. Each Borrower agrees that in
connection with all aspects of the Loans and Letters of Credit contemplated by
this Agreement and any communications in connection therewith, such Borrower and
its Subsidiaries, on the one hand, and the Agents, the Lenders and their
respective affiliates, on the other hand, will have a business relationship that
does not create, by implication or otherwise, any fiduciary duty on the part of
the Agents, the Lenders or their respective affiliates, and no such duty will be
deemed to have arisen in connection with any such transactions or
communications.

Section 9.15. Survival. Each party153s rights and obligations under
Articles 7, 8 and 9 shall survive the resignation or replacement of the
Administrative Agent or any assignment of rights by, or the replacement of, a
Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations hereunder or under any Note.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

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