{"id":41261,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-unit-award-agreement-duke-energy-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-unit-award-agreement-duke-energy-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/restricted-stock-unit-award-agreement-duke-energy-corp.html","title":{"rendered":"Restricted Stock Unit Award Agreement – Duke Energy Corp."},"content":{"rendered":"

RESTRICTED STOCK UNIT AWARD AGREEMENT<\/u><\/strong><\/p>\n

This Restricted Stock Unit Award Agreement<\/strong> (the “Agreement”)
\nhas been made as of , <\/strong>(the “Date of Grant”) between
\nDuke Energy Corporation<\/strong>, a Delaware corporation, with its
\nprincipal offices in Charlotte, North Carolina (the “Corporation”), and (the
\n“Grantee”).<\/p>\n

RECITALS<\/strong><\/p>\n

Under the Duke Energy Corporation 2010 Long-Term Incentive Plan, as it may,
\nfrom time to time, be further amended (the “Plan”), the Compensation Committee
\nof the Board of Directors of the Corporation (the “Committee”), or its
\ndelegatee, has determined the form of this Agreement and selected the Grantee,
\nas an Employee, to receive the award evidenced by this Agreement (the “Award”)
\nand the “Restricted Stock Units” and tandem Dividend Equivalents that are
\nsubject hereto. The applicable provisions of the Plan are incorporated in this
\nAgreement by reference, including the definitions of terms contained in the Plan
\n(unless such terms are otherwise defined herein).<\/p>\n

AWARD<\/strong><\/p>\n

In accordance with the Plan, the Corporation has made this Award, effective
\nas of the Date of Grant and upon the following terms and conditions:<\/p>\n

Section 1.<\/em><\/strong> Number and Nature of Restricted
\nStock Units and Tandem Dividend Equivalents<\/u><\/em>. The number of Restricted
\nStock Units and the number of tandem Dividend Equivalents subject to this Award
\nare each . Each Restricted Stock Unit, upon becoming vested, represents a right
\nto receive payment in the form of one (1) share of Common Stock. Each tandem
\nDividend Equivalent represents a right to receive cash payments equivalent to
\nthe amount of cash dividends declared and paid on one (1) share of Common Stock
\nafter the Date of Grant and before the Dividend Equivalent expires. Restricted
\nStock Units and Dividend Equivalents are used solely as units of measurement,
\nand are not shares of Common Stock and the Grantee is not, and has no rights as,
\na shareholder of the Corporation by virtue of this Award.<\/p>\n

Section 2.<\/em><\/strong> Vesting of Restricted Stock
\nUnits<\/u><\/em>. The specified percentage of the Restricted Stock Units subject
\nto this Award, and not previously forfeited, shall vest, with such percentage
\nconsidered satisfied to the extent such Restricted Stock Units have previously
\nvested, as follows:<\/p>\n

(a) Upon Grantee remaining continuously employed by the Corporation,
\nincluding Subsidiaries, through the specified anniversary of the Date<\/p>\n

\n

<\/p>\n

of Grant (each a “Vesting Date”), with respect to the percentage of
\nRestricted Stock Units set forth next to such date:<\/p>\n\n\n\n\n\n\n
\n

Vesting Percentage<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Anniversary<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of vesting under this Section 2(a), if such employment
\nterminates upon Retirement, which is defined as termination at a time when
\nGrantee has attained age 55 and has at least five years of vesting service under
\nthe Duke Energy Retirement Cash Balance Plan or Cinergy Corp. Non-Union
\nEmployees153 Pension Plan, or under another retirement plan of the Corporation or
\nSubsidiary which plan the Committee, or the delegatee, in its sole discretion,
\ndetermines to be the functional equivalent of the Duke Energy Retirement Cash
\nBalance Plan or Cinergy Corp. Non-Union Employees153 Pension Plan, then Grantee153s
\nemployment shall be considered to continue, with continued vesting under this
\nSection 2(a), unless the Committee or its delegatee, in its sole discretion,
\ndetermines that Grantee is in violation of any obligation identified in Section
\n3, in which case any such Restricted Stock Units not previously vested, or
\nvested by application of the following sentence shall be forfeited, or unless
\nthe Grantee dies, in which case the Restricted Stock Units subject to this Award
\nshall vest in accordance with the following sentences. If such employment
\nterminates (i) as the result of Grantee153s death or (ii) as the result of
\nGrantee153s permanent and total disability within the meaning of Code Section
\n22(e)(3), all Restricted Stock Units subject to this Award, which units have not
\npreviously been forfeited or vested, immediately shall become fully vested. If
\nsuch employment terminates (i) as the result of termination of such employment
\nby the Corporation, or employing Subsidiary, other than for cause, as determined
\nby the Committee or its delegatee or (ii) as the direct and sole result, as
\ndetermined by the Committee or its delegatee, in its sole discretion, of the
\ndivestiture of assets, a business or a company, by the Corporation or a
\nSubsidiary, the Restricted Stock Units subject to this Award shall vest at such
\nvesting percentage determined by the Committee or its delegatee, in its sole
\ndiscretion, by prorating from the above schedule to reflect only that portion of
\nthe period beginning on the Date of Grant and ending with the third (3rd)
\nanniversary of the Date of Grant during which such employment continued while
\nGrantee was entitled to payment of salary, and any such Restricted Stock Units
\nnot then or previously vested shall be forfeited.<\/p>\n

Unless the Grantee153s right to receive payment of the Restricted Stock Units
\nconstitutes a “deferral of compensation” within the meaning of Section 409A of
\nthe Code, in the event that at a time when vesting would otherwise occur under
\nthis Section 2(a) Grantee is on an employer-approved, personal leave of absence,
\nthen, unless prohibited by law, vesting shall be postponed and shall not occur
\nunless and until Grantee returns to active service in accordance with the terms
\nof the approved personal leave of absence and before January 14 of the calendar
\nyear immediately following the calendar year in which the leave commenced. In
\nthe event Grantee does not return to active service from such leave of absence
\nprior to January 14 of the calendar year immediately following the calendar year
\nin which the leave commenced, any Restricted Stock Units covered by this Award
\nthat were not vested as of the commencement of such leave shall be immediately
\nforfeited (as if Grantee terminated employment for purposes of Section 4
\nhereof).<\/p>\n

(b) 100%, if, following the occurrence of a Change in Control and before the
\nsecond anniversary of such occurrence, such employment is terminated
\ninvoluntarily, and not for cause, by the Corporation, or employing Subsidiary,
\nas determined by the Committee or its delegatee in its sole discretion.<\/p>\n

Section 3<\/em><\/strong>. <\/strong>Restrictive
\nCovenants<\/u><\/em>.<\/p>\n

(a) In consideration of the Award, Grantee agrees that during the period
\nbeginning with termination of employment and ending with the third anniversary
\nof the Date of Grant (“Restricted Period”), Grantee shall not for any reason,
\ndirectly or indirectly, without the prior written consent of the Corporation or
\nits delegatee: (i) become employed, engaged or involved with a competitor
\n(defined below) of the Corporation or any Subsidiary in a position that
\ninvolves: providing services that relate to or are<\/p>\n

6<\/p>\n

\n

<\/p>\n

similar in nature or purpose to the services performed by the Grantee for the
\nCorporation or any Subsidiary at any time during his or her previous three years
\nof employment with the Corporation or any Subsidiary; or, supervision,
\nmanagement, direction or advice regarding such services; either as principal,
\nagent, manager, employee, partner, shareholder, director, officer or consultant
\n(other than as a less-than three percent (3%) equity owner of any corporation
\ntraded on any national, international or regional stock exchange or in the
\nover-the-counter market); or, (ii) induce or attempt to induce any customer,
\nclient, supplier, employee, agent or independent contractor of the Corporation
\nor any of the Subsidiaries to reduce, terminate, restrict or otherwise alter (to
\nthe Corporation153s detriment) its business relationship with the Corporation.\n<\/p>\n

(b) The noncompetition obligations of clause (i) of the preceding sentence
\nshall be effective only with respect to a “competitor” of the Corporation or any
\nSubsidiary which is understood to mean any person or entity in competition with
\nthe Corporation or any Subsidiary, and more particularly those persons and
\nentities in the businesses of: production, transmission, distribution, or retail
\nor wholesale marketing or selling of electricity; resale or arranging for the
\npurchase or for the resale, brokering, marketing, or trading of electricity or
\nderivatives thereof; energy management and the provision of energy solutions;
\ndevelopment and operation of power generation facilities, and sales and
\nmarketing of electric power, domestically and abroad; and any other business in
\nwhich the Corporation, including Subsidiaries, is engaged at the termination of
\nGrantee153s continuous employment by the Corporation, including Subsidiaries; and
\nwithin the following geographical areas: (i) any country in the world (other
\nthan the United States) where the Corporation, including Subsidiaries, has at
\nleast $25 million in capital deployed as of termination of Grantee153s continuous
\nemployment by Corporation, including through its Subsidiaries; (ii) the states
\nof California, Colorado, Florida, Georgia, Illinois, Indiana, Kentucky,
\nMichigan, Minnesota, Mississippi, New York, North Carolina, Ohio, Pennsylvania,
\nSouth Carolina, Texas, Vermont, Wisconsin and Wyoming (iii) any other state in
\nthe United States where the Corporation including the Subsidiaries, has at least
\n$25 million in capital deployed as of the termination of the Grantee153s
\nemployment with the Corporation or any Subsidiary. The Corporation and Grantee
\nintend the above restrictions on competition in geographical areas to be
\nentirely severable and independent, and any invalidity or enforceability of this
\nprovision with respect to any one or more of such restrictions, including
\ngeographical areas, shall not render this provision unenforceable as applied to
\nany one or more of the other restrictions, including geographical areas.<\/p>\n

(c) Grantee agrees not to: (i) disclose to any third party or otherwise
\nmisappropriate any confidential or proprietary information of the Corporation or
\nof any Subsidiary (except as required by subpoena or other legal process, in
\nwhich event the Grantee will give the Chief Legal Officer of the Corporation
\nprompt notice of such subpoena or other legal process in order to permit the
\nCorporation or any affected individual to seek appropriate protective orders);
\nor, (ii) publish or provide any oral or written statements about the Corporation
\nor any Subsidiary, any of the Corporation153s or any Subsidiary153s current or
\nformer officers, executives, directors, employees, agents or representatives
\nthat are false, disparaging or defamatory, or that disclose private or
\nconfidential information about their business or personal affairs. The
\nobligations of this paragraph are in addition to, and do not replace, eliminate,
\nor reduce in any way, all other contractual, statutory, or common law
\nobligations Grantee may have to protect the Corporation153s confidential
\ninformation and trade secrets and to avoid defamation or business disparagement.\n<\/p>\n

(d) Notwithstanding any other provision of Section 3, the Grantee remains
\nfree to report or otherwise communicate any nuclear safety concern, any
\nworkplace safety concern, or any public safety concern to the Nuclear Regulatory
\nCommission, United States Department of Labor, or any other appropriate
\ngovernmental agency without providing the notice described in Section 3(c), and
\nthe Grantee remains free to participate in any governmental proceeding or
\ninvestigation without providing the notice described in Section 3(c).<\/p>\n

(e) If any part of this Section is held to be unenforceable because of the
\nduration, scope or geographical area covered, the Corporation and Grantee agree
\nto modify such part, or that the court making such holding shall have the power
\nto modify such part, to reduce its duration, scope or geographical area.<\/p>\n

(f) Nothing in Section 3 shall be construed to prohibit Grantee from being
\nretained during the<\/p>\n

7<\/p>\n

\n

<\/p>\n

Restricted Period in a capacity as an attorney licensed to practice law, or
\nto restrict Grantee from providing advice and counsel in such capacity, in any
\njurisdiction where such prohibition or restriction is contrary to law.<\/p>\n

(g) Grantee153s agreement to the restrictions provided for in this Agreement
\nand the Corporation153s agreement to provide the Award are mutually dependent
\nconsideration. Therefore, notwithstanding any other provision to the contrary in
\nthis Agreement, if the enforceability of any material restriction on Grantee
\nprovided for in this Agreement is challenged and found unenforceable by a court
\nof law then the Corporation shall, at its election, have the right to recover
\nfrom Grantee the Award, or the Award153s fair market value received by Grantee on
\nthe date of sale, transfer, or other disposition if Grantee has sold,
\ntransferred, or otherwise disposed of the Award. This provision shall be
\nconstrued as a return of consideration or ill-gotten gains due to the failure of
\nGrantee153s promises under the Agreement, and not as a liquidated damages clause.
\nNothing herein shall (i) reduce or eliminate the Corporation153s right to assert
\nthat the restrictions provided for in this agreement are fully enforceable as
\nwritten, or as modified by a court pursuant to Section 3, or (ii) eliminate,
\nreduce, or compromise the application of temporary or permanent injunctive
\nrelief as a fully appropriate and applicable remedy to enforce the restrictions
\nprovided for in Section 3 (inclusive of its subparts), in addition to recovery
\nof damages or other remedies otherwise allowed by law.<\/p>\n

Section 4. <\/em><\/strong>Forfeiture<\/u><\/em>. Any
\nRestricted Stock Unit subject to this Award shall be forfeited upon the
\ntermination of Grantee153s continuous employment by the Corporation, including
\nSubsidiaries, from the Date of Grant, except to the extent otherwise provided in
\nSection 2. Any Dividend Equivalent subject to this Award shall expire at the
\ntime the Restricted Stock Unit with respect to which the Dividend Equivalent is
\nin tandem (i) is vested and paid, or deferred, or (ii) is forfeited.<\/p>\n

Section 5.<\/em><\/strong> Dividend Equivalent
\nPayments<\/u><\/em>. Payments with respect to any Dividend Equivalent subject to
\nthis Award shall be paid in cash to the Grantee within 60 days after the time
\ncash dividends are declared and paid with respect to the Common Stock on or
\nafter the Date of Grant and before the Dividend Equivalent expires, but in no
\nevent later than the calendar year in which the dividends are declared and paid.
\nHowever, should the timing of a particular payment under Section 6 to the
\nGrantee in shares of Common Stock in conjunction with the timing of a particular
\ncash dividend declared and paid on Common Stock be such that the Grantee
\nreceives such shares without the right to receive such dividend and the Grantee
\nwould not otherwise be entitled to payment under the expiring Dividend
\nEquivalent with respect to such dividend, the Grantee, nevertheless, shall be
\nentitled to such payment. Dividend Equivalent payments shall be subject to
\nwithholding for taxes. Any required income tax withholdings in respect of
\nDividend Equivalents attributable to Restricted Stock Units shall be satisfied
\nby reducing the cash payment in respect of the required withholding amount,
\nunless the Committee, or its delegatee, in its discretion, requires Grantee to
\nsatisfy such tax obligation by other payment to the Corporation.<\/p>\n

Section 6. <\/em><\/strong>Payment of Restricted Stock
\nUnits<\/u><\/em>. Payment of Restricted Stock Units subject to this Award shall be
\nmade to the Grantee as soon as practicable following the time such units become
\nvested in accordance with Section 2 but in no event later than 60 days following
\nsuch vesting, except to the extent deferred by Grantee in accordance with such
\nprocedures as the Committee, or its delegatee, may prescribe from time to time
\nor except to the extent required to avoid accelerated taxation and\/or tax
\npenalties under Section 409A of the Code. To the extent the Grantee153s right to
\nreceive payment of the Restricted Stock Units constitutes a “deferral of
\ncompensation” within the meaning of Section 409A of the Code, including due to
\nthe fact that the Grantee is or could become eligible for Retirement during the
\nvesting period of this Award, then notwithstanding the first sentence of this
\nSection 6, except in the event that the Grantee153s employment terminates as a
\nresult of death, payment of vested Restricted Stock Units subject to this Award
\nshall be made to the Grantee within 60 days following the applicable Vesting
\nDate(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall
\nbe subject to withholding for taxes. Payment shall be in the form of one (1)
\nshare of Common Stock for each full Restricted Stock Unit and any fractional
\nRestricted Stock Unit shall be made in a cash amount equal in value to the
\nshares of Common Stock that would otherwise be paid, valued at Fair Market Value
\non the date the respective Restricted Stock Units became vested, or if later,
\npayable. Notwithstanding the foregoing, the number of shares of Common Stock
\nthat<\/p>\n

8<\/p>\n

\n

<\/p>\n

would otherwise be paid or deferred (valued at Fair Market Value on the date
\nthe respective Restricted Stock Unit became vested, or if later, payable) shall
\nbe reduced by the Committee, or its delegatee, in its sole discretion, to fully
\nsatisfy tax withholding requirements, unless the Committee, or its delegatee, in
\nits discretion requires Grantee to satisfy such tax obligation by other payment
\nto the Corporation. In the event that payment, after any such reduction in the
\nnumber of shares of Common Stock to satisfy withholding for tax requirements,
\nwould be less than ten (10) shares of Common Stock, then, if so determined by
\nthe Committee, or its delegatee, in its sole discretion, payment, instead of
\nbeing made in shares of Common Stock, shall be made in a cash amount equal in
\nvalue to the shares of Common Stock that would otherwise be paid, valued at Fair
\nMarket Value on the date the respective Restricted Stock Units became vested, or
\nif later, payable.<\/p>\n

Section 7.<\/em><\/strong> No Employment Rights<\/u><\/em>.
\nNothing in this Agreement or in the Plan shall confer upon the Grantee the right
\nto continued employment by the Corporation or any Subsidiary, or affect the
\nright of the Corporation or any Subsidiary to terminate the employment or
\nservice of the Grantee at any time for any reason.<\/p>\n

Section 8.<\/em><\/strong> Nonalienation<\/u><\/em>. The
\nRestricted Stock Units and Dividend Equivalents subject to this Award are not
\nassignable or transferable by the Grantee. Upon any attempt to transfer, assign,
\npledge, hypothecate, sell or otherwise dispose of any such Restricted Stock Unit
\nor Dividend Equivalent, or of any right or privilege conferred hereby, or upon
\nthe levy of any attachment or similar process upon such Restricted Stock Unit or
\nDividend Equivalent, or upon such right or privilege, such Restricted Stock Unit
\nor Dividend Equivalent or right or privilege, shall immediately become null and
\nvoid.<\/p>\n

Section 9. <\/em><\/strong>Determinations<\/u><\/em>.
\nDeterminations by the Committee, or its delegatee, shall be final and conclusive
\nwith respect to the interpretation of the Plan and this Agreement.<\/p>\n

Section 10. <\/em><\/strong>Governing Law<\/u><\/em>. The
\nvalidity and construction of this Agreement shall be governed by the laws of the
\nstate of Delaware applicable to transactions taking place entirely within that
\nstate.<\/p>\n

Section 11.<\/em><\/strong> Conflicts with Plan, Correction
\nof Errors, Section 409A and Grantee153s Consent<\/u><\/em>. In the event that any
\nprovision of this Agreement conflicts in any way with a provision of the Plan,
\nsuch Plan provision shall be controlling and the applicable provision of this
\nAgreement shall be without force and effect to the extent necessary to cause
\nsuch Plan provision to be controlling. In the event that, due to administrative
\nerror, this Agreement does not accurately reflect a Restricted Stock Unit Award
\nproperly granted to Grantee pursuant to the Plan, the Corporation, acting
\nthrough its Executive Compensation and Benefits Department, reserves the right
\nto cancel any erroneous document and, if appropriate, to replace the cancelled
\ndocument with a corrected document. It is the intention of the Corporation and
\nthe Grantee that this Award not result in unfavorable tax consequences to
\nGrantee under Code Section 409A. Accordingly, Grantee consents to such amendment
\nof this Agreement as the Corporation may reasonably make in furtherance of such
\nintention, and the Corporation shall promptly provide, or make available to,
\nGrantee a copy of any such amendment. For purposes of clarity, a Restricted
\nStock Unit is equivalent to a share of Phantom Stock within the meaning of the
\nPlan.<\/p>\n

To the extent applicable, it is intended that this Agreement comply with the
\nprovisions of Section 409A of the Code and that this Award not result in
\nunfavorable tax consequences to Grantee under Section 409A of the Code. This
\nAgreement will be administered and interpreted in a manner consistent with this
\nintent, and any provision that would cause this Agreement to fail to satisfy
\nSection 409A of the Code will have no force and effect until amended to comply
\ntherewith (which amendment may be retroactive to the extent permitted by Section
\n409A of the Code). The Corporation and the Grantee agree to work together in
\ngood faith in an effort to comply with Section 409A of the Code including, if
\nnecessary, amending this Agreement based on further guidance issued by the
\nInternal Revenue Service from time to time, provided that the Corporation shall
\nnot be required to assume any increased economic burden. Notwithstanding
\nanything contained herein to the contrary, to the extent required in order to
\navoid accelerated taxation and\/or tax penalties under Section 409A of the Code,
\nthe Grantee shall not be considered to have terminated employment with
\nCorporation for purposes of this Agreement and no payments shall be due to<\/p>\n

9<\/p>\n

\n

<\/p>\n

him under this Agreement which are payable upon his termination of employment
\nuntil he would be considered to have incurred a “separation from service” from
\nthe Corporation within the meaning of Section 409A of the Code. To the extent
\nrequired in order to avoid accelerated taxation and\/or tax penalties under
\nSection 409A of the Code, amounts that would otherwise be payable and benefits
\nthat would otherwise be provided pursuant to this Agreement during the six-month
\nperiod immediately following the Grantee153s termination of employment shall
\ninstead be paid within 60 days following the first business day after the date
\nthat is six months following his termination of employment (or upon his death,
\nif earlier). In addition, for purposes of this Agreement, each amount to be paid
\nor benefit to be provided to the Grantee pursuant to this Agreement shall be
\nconstrued as a separate identified payment for purposes of Section 409A of the
\nCode.<\/p>\n

Section 12. <\/em><\/strong>Compliance with Law<\/u><\/em>.
\nThe Corporation shall make reasonable efforts to comply with all applicable
\nfederal and state securities laws applicable to the Plan and this Award;
\nprovided, however, notwithstanding any other provision of this Award, the
\nCorporation shall not be obligated to deliver any shares of Common Stock
\npursuant to this Award if the delivery thereof would result in a violation of
\nany such law.<\/p>\n

Notwithstanding the foregoing, this Award is subject to cancellation by the
\nCorporation in its sole discretion unless the Grantee, by not later than
\n, <\/strong>, has signed a duplicate of this Agreement, in the space
\nprovided below, and returned the signed duplicate to the Executive Compensation
\nand Benefits Department : Restricted Stock Units [(DEC38C)], Duke Energy
\nCorporation, P. O. Box 1321, Charlotte, NC 28201-1321, which, if, and to the
\nextent, permitted by the Executive Compensation and Benefits Department, may be
\naccomplished by electronic means.<\/p>\n

10<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed
\nand granted in Charlotte, North Carolina, to be effective as of the Date of
\nGrant.<\/p>\n\n\n\n\n\n\n\n
\n

ATTEST:<\/p>\n<\/td>\n

\n

DUKE ENERGY CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Acceptance of Restricted Stock<\/strong> Unit
\nAward<\/strong><\/p>\n

IN WITNESS OF Grantee153s acceptance of this Award and Grantee153s agreement to
\nbe bound by the provisions of this Agreement and the Plan, Grantee has signed
\nthis Agreement this day of , .<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Grantee153s Signature<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(print name)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(address)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n<\/p>\n
10767<\/contract-id>Credit Agreement – Duke Energy Corp.<\/contract-name><\/p>\n

$6,000,000,000<\/p>\n

CREDIT AGREEMENT<\/p>\n

dated as of<\/p>\n

November 18, 2011<\/p>\n

among<\/p>\n

Duke Energy Corporation<\/p>\n

Duke Energy Carolinas, LLC<\/p>\n

Duke Energy Ohio, Inc.<\/p>\n

Duke Energy Indiana, Inc.
\nand<\/p>\n

Duke Energy Kentucky, Inc.,
\nas Borrowers,<\/p>\n

The Lenders Listed Herein,<\/p>\n

Wells Fargo Bank, National Association,<\/p>\n

as Administrative Agent,<\/p>\n

and<\/p>\n

Bank of America, N.A.<\/p>\n

and<\/p>\n

The Royal Bank of Scotland plc,<\/p>\n

as Co-Syndication Agents<\/p>\n

and<\/p>\n

Bank of China, New York Branch<\/p>\n

Barclays Bank PLC<\/p>\n

Citibank, N.A.<\/p>\n

Credit Suisse AG, Cayman Islands Branch<\/p>\n

Industrial and Commercial Bank of China Limited, New York
\nBranch<\/p>\n

JPMorgan Chase Bank, N.A.<\/p>\n

and<\/p>\n

UBS Securities LLC,<\/p>\n

as Co-Documentation Agents<\/p>\n

Bank of China, New York Branch<\/p>\n

Barclays Capital<\/p>\n

Citigroup Global Markets Inc.<\/p>\n

Credit Suisse Securities (USA) LLC<\/p>\n

Industrial and Commercial Bank of China Limited, New York
\nBranch<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n

RBS Securities Inc.<\/p>\n

UBS Securities LLC<\/p>\n

and<\/p>\n

Wells Fargo Securities, LLC,<\/p>\n

Joint Lead Arrangers and Joint Bookrunners<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

PAGE<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.01.<\/em><\/p>\n<\/td>\n

\n

Definitions<\/em><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.02.<\/em><\/p>\n<\/td>\n

\n

Accounting Terms and Determinations<\/em><\/p>\n<\/td>\n

<\/td>\n\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.03.<\/em><\/p>\n<\/td>\n

\n

Types of Borrowings<\/em><\/p>\n<\/td>\n

<\/td>\n\n

19<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

THE CREDITS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.01.<\/em><\/p>\n<\/td>\n

\n

Commitments to Lend<\/em><\/p>\n<\/td>\n

<\/td>\n\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.02.<\/em><\/p>\n<\/td>\n

\n

Notice of Borrowings<\/em><\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.03.<\/em><\/p>\n<\/td>\n

\n

Notice to Lenders; Funding of Loans<\/em><\/p>\n<\/td>\n

<\/td>\n\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.04.<\/em><\/p>\n<\/td>\n

\n

Registry; Notes<\/em><\/p>\n<\/td>\n

<\/td>\n\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.05.<\/em><\/p>\n<\/td>\n

\n

Maturity of Loans<\/em><\/p>\n<\/td>\n

<\/td>\n\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.06.<\/em><\/p>\n<\/td>\n

\n

Interest Rates<\/em><\/p>\n<\/td>\n

<\/td>\n\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.07.<\/em><\/p>\n<\/td>\n

\n

Fees<\/em><\/p>\n<\/td>\n

<\/td>\n\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.08.<\/em><\/p>\n<\/td>\n

\n

Optional Termination or Reduction of Sublimits; Changes to Sublimits<\/em>\n<\/p>\n<\/td>\n

<\/td>\n\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.09.<\/em><\/p>\n<\/td>\n

\n

Method of Electing Interest Rates<\/em><\/p>\n<\/td>\n

<\/td>\n\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.10.<\/em><\/p>\n<\/td>\n

\n

Mandatory Termination of Commitments<\/em><\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.11.<\/em><\/p>\n<\/td>\n

\n

Optional Prepayments<\/em><\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.12.<\/em><\/p>\n<\/td>\n

\n

General Provisions as to Payments<\/em><\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.13.<\/em><\/p>\n<\/td>\n

\n

Funding Losses<\/em><\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.14.<\/em><\/p>\n<\/td>\n

\n

Computation of Interest and Fees<\/em><\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.15.<\/em><\/p>\n<\/td>\n

\n

Letters of Credit<\/em><\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.16.<\/em><\/p>\n<\/td>\n

\n

Regulation D Compensation<\/em><\/p>\n<\/td>\n

<\/td>\n\n

33<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.17.<\/em><\/p>\n<\/td>\n

\n

Increase in Commitments; Additional Lenders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

33<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.18.<\/em><\/p>\n<\/td>\n

\n

Swingline Loans<\/em><\/p>\n<\/td>\n

<\/td>\n\n

34<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.19.<\/em><\/p>\n<\/td>\n

\n

Defaulting Lenders<\/em><\/p>\n<\/td>\n

<\/td>\n\n

37<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

CONDITIONS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.01.<\/em><\/p>\n<\/td>\n

\n

Initial Effective Date<\/em><\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.02.<\/em><\/p>\n<\/td>\n

\n

Second Effective Date<\/em><\/p>\n<\/td>\n

<\/td>\n\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.03.<\/em><\/p>\n<\/td>\n

\n

Borrowings And Issuance Of Letters Of Credit<\/em><\/p>\n<\/td>\n

<\/td>\n\n

42<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

REPRESENTATIONS AND WARRANTIES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.01.<\/em><\/p>\n<\/td>\n

\n

Organization and Power<\/em><\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

Section 4.02.<\/em><\/p>\n<\/td>\n

\n

Corporate and Governmental Authorization; No Contravention<\/em><\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.03.<\/em><\/p>\n<\/td>\n

\n

Binding Effect<\/em><\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.04.<\/em><\/p>\n<\/td>\n

\n

Financial Information<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.05.<\/em><\/p>\n<\/td>\n

\n

Regulation U<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.06.<\/em><\/p>\n<\/td>\n

\n

Litigation<\/em><\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.07.<\/em><\/p>\n<\/td>\n

\n

Compliance with Laws<\/em><\/p>\n<\/td>\n

<\/td>\n\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.08.<\/em><\/p>\n<\/td>\n

\n

Taxes<\/em><\/p>\n<\/td>\n

<\/td>\n\n

45<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

COVENANTS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.01.<\/em><\/p>\n<\/td>\n

\n

Information<\/em><\/p>\n<\/td>\n

<\/td>\n\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.02.<\/em><\/p>\n<\/td>\n

\n

Payment of Taxes<\/em><\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.03.<\/em><\/p>\n<\/td>\n

\n

Maintenance of Property; Insurance<\/em><\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.04.<\/em><\/p>\n<\/td>\n

\n

Maintenance of Existence<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.05.<\/em><\/p>\n<\/td>\n

\n

Compliance with Laws<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.06.<\/em><\/p>\n<\/td>\n

\n

Books and Records<\/em><\/p>\n<\/td>\n

<\/td>\n\n

48<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.07.<\/em><\/p>\n<\/td>\n

\n

Negative Pledge<\/em><\/p>\n<\/td>\n

<\/td>\n\n

49<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.08.<\/em><\/p>\n<\/td>\n

\n

Consolidations, Mergers and Sales of Assets<\/em><\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.09.<\/em><\/p>\n<\/td>\n

\n

Use of Proceeds<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.10.<\/em><\/p>\n<\/td>\n

\n

Indebtedness\/Capitalization Ratio<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

DEFAULTS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.01.<\/em><\/p>\n<\/td>\n

\n

Events of Default<\/em><\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.02.<\/em><\/p>\n<\/td>\n

\n

Notice of Default<\/em><\/p>\n<\/td>\n

<\/td>\n\n

53<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.03.<\/em><\/p>\n<\/td>\n

\n

Cash Collateral<\/em><\/p>\n<\/td>\n

<\/td>\n\n

53<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

THE ADMINISTRATIVE AGENT<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.01.<\/em><\/p>\n<\/td>\n

\n

Appointment and Authorization<\/em><\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.02.<\/em><\/p>\n<\/td>\n

\n

Administrative Agent and Affiliates<\/em><\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.03.<\/em><\/p>\n<\/td>\n

\n

Action by Administrative Agent<\/em><\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.04.<\/em><\/p>\n<\/td>\n

\n

Consultation with Experts<\/em><\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.05.<\/em><\/p>\n<\/td>\n

\n

Liability of Administrative Agent<\/em><\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.06.<\/em><\/p>\n<\/td>\n

\n

Indemnification<\/em><\/p>\n<\/td>\n

<\/td>\n\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.07.<\/em><\/p>\n<\/td>\n

\n

Credit Decision<\/em><\/p>\n<\/td>\n

<\/td>\n\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.08.<\/em><\/p>\n<\/td>\n

\n

Successor Administrative Agent<\/em><\/p>\n<\/td>\n

<\/td>\n\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.09.<\/em><\/p>\n<\/td>\n

\n

Administrative Agent153s Fee<\/em><\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.10.<\/em><\/p>\n<\/td>\n

\n

Other Agents<\/em><\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

ARTICLE 8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

CHANGE IN CIRCUMSTANCES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.01.<\/em><\/p>\n<\/td>\n

\n

Basis for Determining Interest Rate Inadequate or Unfair<\/em><\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.02.<\/em><\/p>\n<\/td>\n

\n

Illegality<\/em><\/p>\n<\/td>\n

<\/td>\n\n

57<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.03.<\/em><\/p>\n<\/td>\n

\n

Increased Cost and Reduced Return<\/em><\/p>\n<\/td>\n

<\/td>\n\n

57<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.04.<\/em><\/p>\n<\/td>\n

\n

Taxes<\/em><\/p>\n<\/td>\n

<\/td>\n\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.05.<\/em><\/p>\n<\/td>\n

\n

Base Rate Loans Substituted for Affected Euro-Dollar Loans<\/em><\/p>\n<\/td>\n

<\/td>\n\n

62<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.06.<\/em><\/p>\n<\/td>\n

\n

Substitution of Lender; Termination Option<\/em><\/p>\n<\/td>\n

<\/td>\n\n

63<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Section 9.01.<\/em><\/p>\n<\/td>\n

\n

Notices<\/em><\/p>\n<\/td>\n

<\/td>\n\n

64<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.02.<\/em><\/p>\n<\/td>\n

\n

No Waivers<\/em><\/p>\n<\/td>\n

<\/td>\n\n

65<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.03.<\/em><\/p>\n<\/td>\n

\n

Expenses; Indemnification<\/em><\/p>\n<\/td>\n

<\/td>\n\n

65<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.04.<\/em><\/p>\n<\/td>\n

\n

Sharing of Set-offs<\/em><\/p>\n<\/td>\n

<\/td>\n\n

66<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.05.<\/em><\/p>\n<\/td>\n

\n

Amendments and Waivers<\/em><\/p>\n<\/td>\n

<\/td>\n\n

66<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.06.<\/em><\/p>\n<\/td>\n

\n

Successors and Assigns<\/em><\/p>\n<\/td>\n

<\/td>\n\n

67<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.07.<\/em><\/p>\n<\/td>\n

\n

Collateral<\/em><\/p>\n<\/td>\n

<\/td>\n\n

70<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.08.<\/em><\/p>\n<\/td>\n

\n

Confidentiality<\/em><\/p>\n<\/td>\n

<\/td>\n\n

70<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.09.<\/em><\/p>\n<\/td>\n

\n

Governing Law; Submission to Jurisdiction<\/em><\/p>\n<\/td>\n

<\/td>\n\n

70<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.10.<\/em><\/p>\n<\/td>\n

\n

Counterparts; Integration<\/em><\/p>\n<\/td>\n

<\/td>\n\n

70<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.11.<\/em><\/p>\n<\/td>\n

\n

WAIVER OF JURY TRIAL<\/em><\/p>\n<\/td>\n

<\/td>\n\n

71<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.12.<\/em><\/p>\n<\/td>\n

\n

USA Patriot Act<\/em><\/p>\n<\/td>\n

<\/td>\n\n

71<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.13.<\/em><\/p>\n<\/td>\n

\n

Termination of Commitments Under Existing Credit Agreement<\/em><\/p>\n<\/td>\n

<\/td>\n\n

71<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.14.<\/em><\/p>\n<\/td>\n

\n

No Fiduciary Duty<\/em><\/p>\n<\/td>\n

<\/td>\n\n

72<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.15.<\/p>\n<\/td>\n

\n

Survival<\/em><\/p>\n<\/td>\n

<\/td>\n\n

72<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COMMITMENT SCHEDULE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

PRICING SCHEDULE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SCHEDULE I<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT A –<\/p>\n<\/td>\n

\n

Note<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT B –<\/p>\n<\/td>\n

\n

Opinion of Internal Counsel of the Borrower<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT C –<\/p>\n<\/td>\n

\n

Opinion of Special Counsel for the Borrower<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT D –<\/p>\n<\/td>\n

\n

Assignment and Assumption Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT E –<\/p>\n<\/td>\n

\n

Extension Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT F –<\/p>\n<\/td>\n

\n

Notice of Issuance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT G –<\/p>\n<\/td>\n

\n

Approved Form of Letter of Credit<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT H –<\/p>\n<\/td>\n

\n

Form of Joinder<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT I –<\/p>\n<\/td>\n

\n

Progress Energy, Inc. Consent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n

<\/p>\n

CREDIT AGREEMENT<\/strong><\/p>\n

AGREEMENT dated as of November 18, 2011 among DUKE ENERGY CORPORATION, DUKE
\nENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC. and
\nDUKE ENERGY KENTUCKY, INC., as Borrowers, the Lenders listed on the signature
\npages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,
\nBANK OF AMERICA, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication
\nAgents, and BANK OF CHINA, NEW YORK BRANCH, BARCLAYS BANK PLC, CITIBANK, N.A.,
\nCREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, INDUSTRIAL AND COMMERCIAL BANK OF CHINA
\nLIMITED, NEW YORK BRANCH, JPMORGAN CHASE BANK, N.A. and UBS SECURITIES LLC, as
\nCo-Documentation Agents.<\/p>\n

The parties hereto agree as follows:<\/p>\n

ARTICLE 1
\nDEFINITIONS<\/p>\n

Section 1.01. Definitions. <\/em>The following terms, as used herein, have
\nthe following meanings:<\/p>\n

“Additional Lender<\/strong>” means any financial institution that
\nbecomes a Lender for purposes hereof pursuant to Section 2.17 or 8.06.<\/p>\n

“Administrative Agent<\/strong>” means Wells Fargo in its capacity as
\nadministrative agent for the Lenders hereunder, and its successors in such
\ncapacity.<\/p>\n

“Administrative Questionnaire<\/strong>” means, with respect to each
\nLender, the administrative questionnaire in the form submitted to such Lender by
\nthe Administrative Agent and submitted to the Administrative Agent (with a copy
\nto each Borrower) duly completed by such Lender.<\/p>\n

“Affiliate<\/strong>” means, as to any Person (the “specified
\nPerson<\/strong>“) (i) any Person that directly, or indirectly through one or
\nmore intermediaries, controls the specified Person (a “Controlling
\nPerson<\/strong>“) or (ii) any Person (other than the specified Person or a
\nSubsidiary of the specified Person) which is controlled by or is under common
\ncontrol with a Controlling Person. As used herein, the term
\n“control<\/strong>” means possession, directly or indirectly, of the
\npower to direct or cause the direction of the management or policies of a
\nPerson, whether through the ownership of voting securities, by contract or
\notherwise.<\/p>\n

“Agent<\/strong>” means any of the Administrative Agent, the
\nCo-Syndication Agents or the Co-Documentation Agents.<\/p>\n

\n

<\/p>\n

“Aggregate Exposure<\/strong>” means, with respect to any Lender at
\nany time, the aggregate amount of its Borrower Exposures to all Borrowers at
\nsuch time.<\/p>\n

“Agreement” <\/strong>means this Agreement as the same may be amended
\nfrom time to time.<\/p>\n

“Applicable Lending Office<\/strong>” means, with respect to any
\nLender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and
\n(ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.<\/p>\n

“Applicable Margin<\/strong>” means, with respect to Euro-Dollar
\nLoans, Swingline Loans or Base Rate Loans to any Borrower, the applicable rate
\nper annum for such Borrower determined in accordance with the Pricing Schedule.\n<\/p>\n

“Appropriate Share<\/strong>” has the meaning set forth in Section
\n8.03(d).<\/p>\n

“Approved Fund<\/strong>” means any Fund that is administered or
\nmanaged by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
\nAffiliate of an entity that administers or manages a Lender.<\/p>\n

“Approved Officer<\/strong>” means the president, the chief financial
\nofficer, a vice president, the treasurer, an assistant treasurer or the
\ncontroller of the Borrower or such other representative of the Borrower as may
\nbe designated by any one of the foregoing with the consent of the Administrative
\nAgent.<\/p>\n

“Assignee<\/strong>” has the meaning set forth in Section 9.06(c).\n<\/p>\n

“Availability Percentage<\/strong>” means, with respect to each
\nBorrower at any time, the percentage which such Borrower153s Sublimit bears to the
\naggregate amount of the Commitments, all determined as of such time.<\/p>\n

“Bankruptcy Event<\/strong>” means, with respect to any Person, such
\nPerson becomes the subject of a bankruptcy or insolvency proceeding (or any
\nsimilar proceeding), or generally fails to pay its debts as such debts become
\ndue, or admits in writing its inability to pay its debts generally, or has had a
\nreceiver, conservator, trustee, administrator, custodian, assignee for the
\nbenefit of creditors or similar Person charged with the reorganization or
\nliquidation of its business or assets appointed for it, or, in the good faith
\ndetermination of the Administrative Agent (or, if the Administrative Agent is
\nthe subject of the Bankruptcy Event, the Required Lenders), has taken any action
\nin furtherance of, or indicating its consent to, approval of, or acquiescence
\nin, any such proceeding or appointment, provided that a Bankruptcy Event shall
\nnot result solely by virtue of any ownership interest, or the acquisition of any
\nownership interest, in such Person by a Governmental Authority or
\ninstrumentality thereof so long as such ownership interest does not result in or
\nprovide such Person with immunity from the jurisdiction of courts within the
\nUnited States or from the enforcement of judgments or writs of attachment on its
\nassets or permit such Person (or such<\/p>\n

2<\/p>\n

\n

<\/p>\n

Governmental Authority or instrumentality) to reject, repudiate, disavow or
\ndisaffirm any contracts or agreements made by such Person.<\/p>\n

“Base Rate<\/strong>” means, for any day for which the same is to be
\ncalculated, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus
\n1\/2 of 1% and (c) the LIBOR Market Index Rate plus 1%. Each change in the Base
\nRate shall take effect simultaneously with the corresponding change in the rates
\ndescribed in clauses (a), (b) or (c) above, as the case may be.<\/p>\n

“Base Rate Loan<\/strong>” means (i) a Loan which bears interest at
\nthe Base Rate pursuant to the applicable Notice of Borrowing or Notice of
\nInterest Rate Election or the provisions of Article 8 or (ii) an overdue amount
\nwhich was a Base Rate Loan immediately before it became overdue.<\/p>\n

“Borrower<\/strong>” means each of Duke Energy Carolinas, Duke Energy
\nOhio, Duke Energy Indiana, Duke Energy Kentucky, the Company and, on and after
\nthe Second Effective Date, Progress Energy Florida and Progress Energy
\nCarolinas. References herein to “the Borrower” in connection with any Loan or
\nGroup of Loans or any Letter of Credit hereunder are to the particular Borrower
\nto which such Loan or Loans are made or proposed to be made or at whose request
\nand for whose account such Letter of Credit is issued or proposed to be issued.\n<\/p>\n

“Borrower Exposure<\/strong>” means, with respect to any Lender and
\nany Borrower at any time, (i) an amount equal to the product of such Lender153s
\nPercentage and such Borrower153s Sublimit (whether used or unused) at such time or
\n(ii) if such Lender153s Commitment shall have terminated, either generally or with
\nrespect to such Borrower, or if such Borrower153s Sublimit shall have been reduced
\nto zero, the sum of the aggregate outstanding principal amount of its Loans
\n(other than Swingline Loans) to such Borrower, the aggregate amount of its
\nLetter of Credit Liabilities in respect of such Borrower and the amount of its
\nSwingline Exposure in respect of such Borrower at such time.<\/p>\n

“Borrower Maturity Date<\/strong>” means, with respect to any
\nRevolving Credit Loan to any Borrower other than the Company, the first
\nanniversary of the date of the Borrowing of such Revolving Credit Loan;
\nprovided<\/em> that if the Borrower designates such Borrowing as long-term in
\nits Notice of Borrowing, then the Borrower Maturity Date shall not be applicable
\nthereto.<\/p>\n

“Borrowing<\/strong>” has the meaning set forth in Section 1.03.<\/p>\n

“Cash Collateralize<\/strong>” means to pledge and deposit with or
\ndeliver to the Administrative Agent, for the benefit of each Issuing Lender and
\neach Lender, as collateral for the Letter of Credit Liabilities, cash or deposit
\naccount balances, and “Cash Collateral<\/strong>” shall refer to such
\ncash or deposit account balances.<\/p>\n

“Change in Law<\/strong>” means the occurrence of any of the following
\nafter the date of this Agreement: (a) the adoption or taking effect of any law,
\nrule, regulation<\/p>\n

3<\/p>\n

\n

<\/p>\n

or treaty, (b) any change in any law, rule, regulation or treaty or in the
\nadministration, interpretation or application thereof by any Governmental
\nAuthority, or (c) the making or issuance of any request, rules, guideline,
\nrequirement or directive (whether or not having the force of law) by any
\nGovernmental Authority; provided however<\/em>, that notwithstanding anything
\nherein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
\nProtection Act and all requests, rules, guidelines, requirements and directives
\nthereunder, issued in connection therewith or in implementation thereof, and
\n(ii) all requests, rules, guidelines, requirements and directives promulgated by
\nthe Bank for International Settlements, the Basel Committee on Banking
\nSupervision (or any successor or similar authority) or the United States or
\nforeign regulatory authorities, in each case pursuant to Basel III, shall in
\neach case be deemed to be a “Change in Law” after the date hereof regardless of
\nthe date enacted, adopted, issued or implemented.<\/p>\n

“Co-Documentation Agents<\/strong>” means each of Bank of China, New
\nYork Branch, Barclays Bank PLC, Citibank, N.A., Credit Suisse AG, Cayman Islands
\nBranch, Industrial and Commercial Bank of China Limited, New York Branch,
\nJPMorgan Chase Bank, N.A., and UBS Securities LLC, in its capacity as
\ndocumentation agent in respect of this Agreement.<\/p>\n

“Commitment<\/strong>” means (i) with respect to any Lender listed on
\nthe signature pages hereof, the amount set forth opposite its name on the
\nCommitment Schedule as its Initial Commitment, which amount, subject to the
\nconditions in Section 3.02, shall be increased by the amount set forth opposite
\nits name on the Commitment Schedule as its Delayed Additional Commitment, and
\n(ii) with respect to each Additional Lender or Assignee which becomes a Lender
\npursuant to Sections 2.17, 8.06 and 9.06(c), the amount of the Commitment
\nthereby assumed by it, in each case as such amount may from time to time be
\nreduced pursuant to Sections 2.08, 2.10, 8.06 or 9.06(c) or increased pursuant
\nto Sections 2.17, 8.06 or 9.06(c).<\/p>\n

“Commitment Schedule<\/strong>” means the Commitment Schedule attached
\nhereto.<\/p>\n

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

“Company<\/strong>” means Duke Energy Corporation, a Delaware
\ncorporation.<\/p>\n

“Connection Income Taxes<\/strong>” means, with respect to any Lender
\nor Agent, taxes that are imposed on or measured by net income (however
\ndenominated), franchise taxes or branch profits taxes, in each case, imposed as
\na result of a connection (including any former connection) between such Lender
\nor Agent and the jurisdiction imposing such tax (other than connections arising
\nfrom such Lender or Agent having executed, delivered, become a party to,
\nperformed its obligations under, received payments under, received or perfected
\na security<\/p>\n

4<\/p>\n

\n

<\/p>\n

interest under, engaged in any other transaction pursuant to or enforced this
\nAgreement or any Note, or sold or assigned an interest in any Loan, this
\nAgreement or any Note).<\/p>\n

“Consolidated Capitalization<\/strong>” means, with respect to any
\nBorrower, the sum, without duplication, of (i) Consolidated Indebtedness of such
\nBorrower, (ii) consolidated common equityholders153 equity as would appear on a
\nconsolidated balance sheet of such Borrower and its Consolidated Subsidiaries
\nprepared in accordance with generally accepted accounting principles, (iii) the
\naggregate liquidation preference of preferred or priority equity interests
\n(other than preferred or priority equity interests subject to mandatory
\nredemption or repurchase) of such Borrower and its Consolidated Subsidiaries
\nupon involuntary liquidation, (iv) the aggregate outstanding amount of all
\nEquity Preferred Securities of such Borrower and (v) minority interests as would
\nappear on a consolidated balance sheet of such Borrower and its Consolidated
\nSubsidiaries prepared in accordance with generally accepted accounting
\nprinciples.<\/p>\n

“Consolidated Indebtedness<\/strong>” means, at any date, with respect
\nto any Borrower, all Indebtedness of such Borrower and its Consolidated
\nSubsidiaries determined on a consolidated basis in accordance with generally
\naccepted accounting principles; provided<\/em> that Consolidated Indebtedness
\nshall exclude, to the extent otherwise reflected therein, Equity Preferred
\nSecurities of such Borrower and its Consolidated Subsidiaries up to a maximum
\nexcluded amount equal to 15% of Consolidated Capitalization of such Borrower.\n<\/p>\n

“Consolidated Subsidiary<\/strong>” means, for any Person, at any date
\nany Subsidiary or other entity the accounts of which would be consolidated with
\nthose of such Person in its consolidated financial statements if such statements
\nwere prepared as of such date.<\/p>\n

“Co-Syndication Agents<\/strong>” means each of Bank of America, N.A.
\nand The Royal Bank of Scotland plc, in its capacity as syndication agent in
\nrespect of this Agreement.<\/p>\n

“Default<\/strong>” means any condition or event which constitutes an
\nEvent of Default or which with the giving of notice or lapse of time or both
\nwould, unless cured or waived, become an Event of Default.<\/p>\n

“Defaulting Lender<\/strong>” means any Lender that (a) has failed to
\n(i) fund any portion of its Loans within two Domestic Business Days of the date
\nrequired to be funded, (ii) fund any portion of its participations in Letters of
\nCredit required to be funded by it hereunder within two Domestic Business Days
\nof the date required to be funded or (iii) pay over to any Lender Party any
\nother amount required to be paid by it hereunder within two Domestic Business
\nDays of the date required to be paid, unless, in the case of clause (i) or (iii)
\nabove, such Lender notifies the Administrative Agent (or, if the Administrative
\nAgent is the Defaulting Lender, the Required Lenders) in writing that such
\nfailure is the result<\/p>\n

5<\/p>\n

\n

<\/p>\n

of such Lender153s good faith determination that a condition precedent to
\nfunding (specifically identified and including the particular default, if any)
\nhas not been satisfied, (b) has notified the Company or the Administrative Agent
\nin writing, or has made a public statement to the effect, that it does not
\nintend or expect to comply with any of its funding obligations under this
\nAgreement (unless such writing or public statement indicates that such position
\nis based on such Lender153s good faith determination that a condition precedent
\n(specifically identified and including the particular default, if any) to
\nfunding under this Agreement cannot be satisfied) or generally under other
\nagreements in which it commits to extend credit, (c) has failed, within three
\nDomestic Business Days after request by the Administrative Agent (or, if the
\nAdministrative Agent is the Defaulting Lender, the Required Lenders) or the
\nCompany, acting in good faith, to provide a certification in writing from an
\nauthorized officer of such Lender that it will comply with its obligations to
\nfund prospective Loans and participations in then outstanding Letters of Credit
\nunder this Agreement unless such Lender notifies the Administrative Agent (or,
\nif the Administrative Agent is the Defaulting Lender, the Required Lenders) in
\nwriting that such failure is the result of such Lender153s good faith
\ndetermination that one or more conditions precedent to funding (specifically
\nidentified and including the particular default, if any) has not been satisfied,
\nprovided that such Lender shall cease to be a Defaulting Lender pursuant to this
\nclause (c) upon receipt by the Administrative Agent (or, if the Administrative
\nAgent is the Defaulting Lender, the Required Lenders) and the Company of such
\ncertification in form and substance satisfactory to the Administrative Agent
\n(or, if the Administrative Agent is the Defaulting Lender, the Required Lenders)
\nand the Company, or (d) has become (or has a direct or indirect Parent that has
\nbecome) the subject of a Bankruptcy Event. Any determination by the
\nAdministrative Agent (or, if the Administrative Agent is the Defaulting Lender,
\nthe Required Lenders) that a Lender is a Defaulting Lender shall be conclusive
\nand binding absent manifest error, and such Lender shall be deemed to be a
\nDefaulting Lender upon delivery of written notice of such determination to the
\nCompany and each Lender.<\/p>\n

“Delayed Additional Commitments<\/strong>” means the incremental
\namounts of Commitments so identified in the Commitment Schedule.<\/p>\n

“Domestic Business Day<\/strong>” means any day except a Saturday,
\nSunday or other day on which commercial banks in New York City or in the State
\nof North Carolina are authorized by law to close.<\/p>\n

“Domestic Lending Office<\/strong>” means, as to each Lender, its
\noffice located at its address set forth in its Administrative Questionnaire (or
\nidentified in its Administrative Questionnaire as its Domestic Lending Office)
\nor such other office as such Lender may hereafter designate as its Domestic
\nLending Office by notice to the Borrowers and the Administrative Agent.<\/p>\n

“Duke Energy Carolinas<\/strong>” means Duke Energy Carolinas, LLC, a
\nNorth Carolina limited liability company.<\/p>\n

6<\/p>\n

\n

<\/p>\n

“Duke Energy Carolinas Mortgage<\/strong>” means the First and
\nRefunding Mortgage between Duke Energy Carolinas and JPMCB, as successor
\ntrustee, dated as of December 1, 1927 as amended or supplemented from time to
\ntime.<\/p>\n

“Duke Energy Indiana<\/strong>” means Duke Energy Indiana, Inc., an
\nIndiana corporation.<\/p>\n

“Duke Energy Indiana First Mortgage Trust Indenture<\/strong>” means
\nthe first mortgage trust indenture, dated as of September 1, 1939, between Duke
\nEnergy Indiana and Deutsche Bank National Trust Company, as successor trustee,
\nas amended, modified or supplemented from time to time, and any successor or
\nreplacement mortgage trust indenture.<\/p>\n

“Duke Energy Kentucky<\/strong>” means Duke Energy Kentucky, Inc., a
\nKentucky corporation.<\/p>\n

“Duke Energy Kentucky First Mortgage Trust Indenture<\/strong>” means
\nthe first mortgage trust indenture, dated as of February 1, 1949, between Duke
\nEnergy Kentucky and The Bank of New York (successor to Irving Trust Company), as
\ntrustee, as amended, modified or supplemented from time to time, and any
\nsuccessor or replacement mortgage trust indenture.<\/p>\n

“Duke Energy Ohio<\/strong>” means Duke Energy Ohio, Inc., an Ohio
\ncorporation.<\/p>\n

“Duke Energy Ohio First Mortgage Trust Indenture<\/strong>” means the
\nfirst mortgage trust indenture, dated as of August 1, 1936, between Duke Energy
\nOhio and The Bank of New York (successor to Irving Trust Company), as trustee,
\nas amended, modified or supplemented from time to time, and any successor or
\nreplacement mortgage trust indenture.<\/p>\n

“Endowment<\/strong>” means the Duke Endowment, a charitable common
\nlaw trust established by James B. Duke by Indenture dated December 11, 1924.\n<\/p>\n

“Environmental Laws<\/strong>” means any and all federal, state, local
\nand foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
\ndecrees, permits, concessions, grants, franchises, licenses, agreements or other
\ngovernmental restrictions relating to the environment or to emissions,
\ndischarges, releases of pollutants, contaminants, chemicals, or industrial,
\ntoxic or hazardous substances or wastes into the environment including, without
\nlimitation, ambient air, surface water, ground water, or land, or otherwise
\nrelating to the manufacture, processing, distribution, use, treatment, storage,
\ndisposal, transport, or handling of pollutants, contaminants, chemicals, or
\nindustrial, toxic or hazardous substances or wastes.<\/p>\n

“Equity Preferred Securities<\/strong>” means, with respect to any
\nBorrower, any trust preferred securities or deferrable interest subordinated
\ndebt securities issued by such Borrower or any Subsidiary or other financing
\nvehicle of such Borrower<\/p>\n

7<\/p>\n

\n

<\/p>\n

that (i) have an original maturity of at least twenty years and (ii) require
\nno repayments or prepayments and no mandatory redemptions or repurchases, in
\neach case, prior to the first anniversary of the latest Commitment Termination
\nDate.<\/p>\n

“ERISA<\/strong>” means the Employee Retirement Income Security Act of
\n1974, as amended.<\/p>\n

“ERISA Group<\/strong>” means, with respect to any Borrower, such
\nBorrower and all other members of a controlled group of corporations and all
\ntrades or businesses (whether or not incorporated) under common control which,
\ntogether with such Borrower, are treated as a single employer under Section 414
\nof the Internal Revenue Code.<\/p>\n

“Euro-Dollar Business Day<\/strong>” means any Domestic Business Day
\non which commercial banks are open for international business (including
\ndealings in dollar deposits) in London.<\/p>\n

“Euro-Dollar Lending Office<\/strong>” means, as to each Lender, its
\noffice, branch or affiliate located at its address set forth in its
\nAdministrative Questionnaire (or identified in its Administrative Questionnaire
\nas its Euro-Dollar Lending Office) or such other office, branch or affiliate of
\nsuch Lender as it may hereafter designate as its Euro-Dollar Lending Office by
\nnotice to the Borrowers and the Administrative Agent.<\/p>\n

“Euro-Dollar Loan<\/strong>” means (i) a Loan which bears interest at
\na Euro-Dollar Rate pursuant to the applicable Notice of Borrowing or Notice of
\nInterest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan
\nimmediately before it became overdue.<\/p>\n

“Euro-Dollar Rate<\/strong>” means a rate of interest determined
\npursuant to Section 2.06(b) on the basis of a London Interbank Offered Rate.\n<\/p>\n

“Euro-Dollar Reference Lenders<\/strong>” means the principal London
\noffices of Bank of America, N.A., The Royal Bank of Scotland plc and Wells
\nFargo.<\/p>\n

“Euro-Dollar Reserve Percentage<\/strong>” has the meaning set forth
\nin Section 2.16.<\/p>\n

“Event of Default<\/strong>” has the meaning set forth in Section
\n6.01.<\/p>\n

“Existing Credit Agreement<\/strong>” means the Amended and Restated
\nCredit Agreement dated as of June 28, 2007, among the Company, Duke Energy
\nCarolinas, Duke Energy Ohio, Duke Energy Indiana, Duke Energy Kentucky, the
\nbanks party thereto, and Wachovia Bank, National Association, as administrative
\nagent, as amended by Amendment No. 1 dated as of March 10, 2008.<\/p>\n

8<\/p>\n

\n

<\/p>\n

“Existing Duke Letter of Credit<\/strong>” means each letter of credit
\noutstanding under the Existing Credit Agreement on the Initial Effective Date.\n<\/p>\n

“Existing Progress Credit Agreements<\/strong>” means (i) the Credit
\nAgreement dated as of October 15, 2010 among Progress Energy Florida, as
\nborrower, Bank of America, N.A., as administrative agent, and the lenders party
\nthereto, (ii) the Credit Agreement dated as of October 15, 2010 among Progress
\nEnergy Carolinas, as borrower, Wells Fargo Bank, N.A., as administrative agent,
\nand the lenders party thereto, and (iii) the Existing Progress Parent Credit
\nAgreement.<\/p>\n

“Existing Progress Letter of Credit<\/strong>” means each letter of
\ncredit outstanding under the Existing Progress Parent Credit Agreement or the
\nExisting Progress Parent LC Facility on the Second Effective Date. Schedule I
\nsets forth a schedule of the letters of credit which are expected to be Existing
\nProgress Letters of Credit.<\/p>\n

“Existing Progress Parent Credit Agreement<\/strong>” means the Credit
\nAgreement dated as of May 3, 2006, as amended and modified, among Progress
\nEnergy, Inc., as borrower, Citibank, N.A., as administrative agent, and the
\nlenders party thereto, as amended.<\/p>\n

“Existing Progress Parent LC Facility<\/strong>” means the Letter of
\nCredit Agreement dated as of July 1, 2011, as amended and modified, between
\nProgress Energy, Inc., as borrower, and Wells Fargo, as issuer.<\/p>\n

“Facility Fee Rate<\/strong>” means, with respect to any Borrower, the
\napplicable rate per annum for such Borrower determined in accordance with the
\nPricing Schedule.<\/p>\n

“FATCA<\/strong>” has the meaning set forth in Section 8.04(a).<\/p>\n

“Federal Funds Rate<\/strong>” means, for any day, the rate per annum
\n(rounded upwards, if necessary, to the nearest 1\/100th of 1%) equal to the
\nweighted average of the rates on overnight Federal funds transactions with
\nmembers of the Federal Reserve System arranged by Federal funds brokers on such
\nday, as published by the Federal Reserve Bank of New York on the Domestic
\nBusiness Day next succeeding such day; provided<\/em> that (i) if such day is
\nnot a Domestic Business Day, the Federal Funds Rate for such day shall be such
\nrate on such transactions on the next preceding Domestic Business Day as so
\npublished on the next succeeding Domestic Business Day and (ii) if no such rate
\nis so published on such next succeeding Domestic Business Day, the Federal Funds
\nRate for such day shall be the average rate quoted to Wells Fargo on such day on
\nsuch transactions as determined by the Administrative Agent.<\/p>\n

“Fund<\/strong>” means any Person (other than a natural Person) that
\nis (or will be) engaged in making, purchasing, holding or otherwise investing in
\ncommercial loans and similar extensions of credit in the ordinary course of its
\nbusiness.<\/p>\n

9<\/p>\n

\n

<\/p>\n

“Governmental Authority<\/strong>” means any international, foreign,
\nfederal, state, regional, county, local or other governmental or
\nquasi-governmental authority.<\/p>\n

“Group of Loans<\/strong>” means at any time a group of Loans
\nconsisting of (i) all Loans to the same Borrower which are Base Rate Loans at
\nsuch time or (ii) all Euro-Dollar Loans to the same Borrower having the same
\nInterest Period at such time; provided <\/em>that, if a Loan of any
\nparticular Lender is converted to or made as a Base Rate Loan pursuant to
\nArticle 8, such Loan shall be included in the same Group or Groups of Loans from
\ntime to time as it would have been if it had not been so converted or made.<\/p>\n

“Hedging Agreement<\/strong>” means for any Person, any and all
\nagreements, devices or arrangements designed to protect such Person or any of
\nits Subsidiaries from the fluctuations of interest rates, exchange rates
\napplicable to such party153s assets, liabilities or exchange transactions,
\nincluding, but not limited to, dollar-denominated or cross-currency interest
\nrate exchange agreements, forward currency exchange agreements, interest rate
\ncap or collar protection agreements, commodity swap agreements, forward rate
\ncurrency or interest rate options, puts and warrants. Notwithstanding anything
\nherein to the contrary, “Hedging Agreements” shall also include
\nfixed-for-floating interest rate swap agreements and similar instruments.<\/p>\n

“Increased Commitments” <\/strong>has the meaning set forth in Section
\n2.17.<\/p>\n

“Indebtedness<\/strong>” of any Person means at any date, without
\nduplication, (i) all obligations of such Person for borrowed money, (ii) all
\nindebtedness of such Person for the deferred purchase price of property or
\nservices purchased (excluding current accounts payable incurred in the ordinary
\ncourse of business), (iii) all indebtedness created or arising under any
\nconditional sale or other title retention agreement with respect to property
\nacquired, (iv) all indebtedness under leases which shall have been or should be,
\nin accordance with generally accepted accounting principles, recorded as capital
\nleases in respect of which such Person is liable as lessee, (v) the face amount
\nof all outstanding letters of credit issued for the account of such Person
\n(other than letters of credit relating to indebtedness included in Indebtedness
\nof such Person pursuant to another clause of this definition) and, without
\nduplication, the unreimbursed amount of all drafts drawn thereunder, (vi)
\nindebtedness secured by any Lien on property or assets of such Person, whether
\nor not assumed (but in any event not exceeding the fair market value of the
\nproperty or asset), (vii) all direct guarantees of Indebtedness referred to
\nabove of another Person, (viii) all amounts payable in connection with mandatory
\nredemptions or repurchases of preferred stock or member interests or other
\npreferred or priority equity interests and (ix) any obligations of such Person
\n(in the nature of principal or interest) in respect of acceptances or similar
\nobligations issued or created for the account of such Person.<\/p>\n

“Indemnitee<\/strong>” has the meaning set forth in Section 9.03.<\/p>\n

10<\/p>\n

\n

<\/p>\n

“Initial Commitments<\/strong>” means the initial amounts of
\nCommitments so identified in the Commitment Schedule.<\/p>\n

“Initial Effective Date<\/strong>” means the date on which this
\nAgreement becomes effective pursuant to Section 3.01.<\/p>\n

“Initial Sublimit<\/strong>” means, with respect to each Borrower, the
\namount set forth opposite its name in the table below:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

Borrower<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Initial Sublimit<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Company (on the Initial Effective Date)<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,250,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Company (on the Second Effective Date)<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Carolinas<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,250,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Ohio<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

700,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Indiana<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

700,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Kentucky<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

100,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Progress Energy Carolinas<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Progress Energy Florida<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Interest Period<\/strong>” means, with respect to each Euro-Dollar
\nLoan, the period commencing on the date of borrowing specified in the applicable
\nNotice of Borrowing or on the date specified in an applicable Notice of Interest
\nRate Election and ending one, two, three or six, or, if deposits of a
\ncorresponding maturity are generally available in the London interbank market,
\nnine or twelve, months thereafter, as the Borrower may elect in such notice;
\nprovided<\/em> that:<\/p>\n

(a) any Interest Period which would otherwise end on a day which is not a
\nEuro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
\nBusiness Day unless such Euro-Dollar Business Day falls in another calendar
\nmonth, in which case such Interest Period shall end on the next preceding
\nEuro-Dollar Business Day; and<\/p>\n

(b) any Interest Period which begins on the last Euro-Dollar Business Day of
\na calendar month (or on a day for which there is no numerically corresponding
\nday in the calendar month at the end of such Interest Period) shall end on the
\nlast Euro-Dollar Business Day of a calendar month;<\/p>\n

provided<\/em> further<\/em> that no Interest Period applicable to any
\nLoan of any Lender may end after such Lender153s Commitment Termination Date.<\/p>\n

11<\/p>\n

\n

<\/p>\n

“Internal Revenue Code<\/strong>” means the Internal Revenue Code of
\n1986, as amended, or any successor statute.<\/p>\n

“Investment Grade Status<\/strong>” exists as to any Person at any
\ndate if all senior long-term unsecured debt securities of such Person
\noutstanding at such date which had been rated by S&P or Moody153s are rated
\nBBB- or higher by S&P or <\/em>Baa3 or higher by Moody153s, as the case may
\nbe, or if such Person does not have a rating of its long-term unsecured debt
\nsecurities, then if the corporate credit rating of such Person, if any exists,
\nfrom S&P is BBB- or higher or<\/em> the issuer rating of such Person, if
\nany exists, from Moody153s is Baa3 or higher.<\/p>\n

“Issuing Lender<\/strong>” means (i) each of Bank of America, N.A.,
\nBarclays Bank PLC, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch,
\nJPMorgan Chase Bank, N.A., The Royal Bank of Scotland plc, UBS AG, Stamford
\nBranch, and Wells Fargo, and (ii) any other Lender that may agree to issue
\nletters of credit hereunder, in each case as issuer of a Letter of Credit
\nhereunder. No Issuing Lender shall be obligated to issue any Letter of Credit
\nhereunder if, after giving effect thereto, the aggregate Letter of Credit
\nLiabilities in respect of all Letters of Credit issued by such Issuing Lender
\nhereunder would exceed (i) in the case of each Issuing Lender named in clause
\n(i) above, $125,000,000 (as such amount may be modified from time to time by
\nagreement between the Company and such Issuing Lender) or (ii) with respect to
\nany other Issuing Lender, such amount (if any) as may be agreed for this purpose
\nfrom time to time by such Issuing Lender and the Company. For avoidance of
\ndoubt, the limitations in the preceding sentence are for the exclusive benefit
\nof the respective Issuing Lenders, are incremental to the other limitations
\nspecified herein on the availability of Letters of Credit and do not affect such
\nother limitations.<\/p>\n

“Joinder Agreement<\/strong>” means a joinder agreement between each
\nProgress Borrower and the Administrative Agent in substantially the form of
\nExhibit H.<\/p>\n

“Lender<\/strong>” means each bank or other financial institution
\nlisted on the signature pages hereof, each Additional Lender, each Assignee
\nwhich becomes a Lender pursuant to Section 9.06(c), and their respective
\nsuccessors. Each reference herein to a “Lender” shall, unless the context
\notherwise requires, include the Swingline Lender and each Issuing Lender in such
\ncapacity.<\/p>\n

“Lender Party<\/strong>” means any of the Lenders, the Issuing Lenders
\nand the Agents.<\/p>\n

“Letter of Credit<\/strong>” means a stand-by letter of credit issued
\nor to be issued hereunder by an Issuing Lender in accordance with Section 2.15,
\nincluding the Existing Duke Letters of Credit and, on and after the Second
\nEffective Date, the Existing Progress Letters of Credit.<\/p>\n

“Letter of Credit Liabilities<\/strong>” means, for any Lender and at
\nany time, such Lender153s ratable participation in the sum of (x) the amounts then
\nowing by<\/p>\n

12<\/p>\n

\n

<\/p>\n

all Borrowers in respect of amounts drawn under Letters of Credit and (y) the
\naggregate amount then available for drawing under all Letters of Credit.<\/p>\n

“LIBOR Market Index Rate<\/strong>” means, for any day, the rate for
\none month U.S. dollar deposits as appears on the display designated as Page LIBO
\non the Reuters Screen (or such other page as may replace such page on such
\nservice, or on another service designated by the British Bankers153 Association
\nfor the purpose of displaying the rates at which U.S. dollar deposits are
\noffered by lending banks in the London interbank deposit market), determined as
\nof 11:00 a.m. London time, for such day; or if such day is not a Euro-Dollar
\nBusiness Day, for the immediately preceding Euro-Dollar Business Day (or if not
\nso reported, then as determined by the Administrative Agent from another
\nrecognized source or interbank quotation.)<\/p>\n

“Lien<\/strong>” means, with respect to any asset, any mortgage, lien,
\npledge, charge, security interest or encumbrance of any kind in respect of such
\nasset. For the purposes of this Agreement, any Borrower or any of its
\nSubsidiaries shall be deemed to own subject to a Lien any asset which it has
\nacquired or holds subject to the interest of a vendor or lessor under any
\nconditional sale agreement, capital lease or other title retention agreement
\nrelating to such asset.<\/p>\n

“Loan<\/strong>” means a Revolving Credit Loan or a Swingline Loan;
\nprovided<\/em> that Swingline Loans shall be subject to only those provisions
\nof Article 2 which are specifically made applicable to Swingline Loans.<\/p>\n

“London Interbank Offered Rate<\/strong>” has the meaning set forth in
\nSection 2.06(b).<\/p>\n

“Long-Dated Letter of Credit<\/strong>” means a Letter of Credit
\nhaving an expiry date later than the fifth Domestic Business Day prior to the
\nCommitment Termination Date of the Issuing Lender.<\/p>\n

“Material Debt<\/strong>” means, with respect to any Borrower,
\nIndebtedness of such Borrower or any of its Material Subsidiaries in an
\naggregate principal amount exceeding $150,000,000.<\/p>\n

“Material Plan<\/strong>” has the meaning set forth in Section
\n6.01(i).<\/p>\n

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

“Maximum Sublimit<\/strong>” means, with respect to each Borrower, the
\namount set forth opposite its name in the table below:<\/p>\n

13<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

Borrower<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Maximum Sublimit<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Company (on the Initial Effective Date)<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Company (on the Second Effective Date)<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,250,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Carolinas<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,500,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Ohio<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Indiana<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

750,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Duke Energy Kentucky<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

150,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Progress Energy Carolinas<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,000,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Progress Energy Florida<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,000,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Merger Agreement<\/strong>” means that certain Agreement and Plan of
\nMerger dated as of January 8, 2011 among the company, Diamond Acquisition
\nCorporation and Progress Energy, Inc, as amended, modified or supplemented from
\ntime to time.<\/p>\n

“Merger Effective Date<\/strong>” means the date of the closing of the
\ntransaction contemplated under the Merger Agreement.<\/p>\n

“Moody153s<\/strong>” means Moody153s Investors Service, Inc.<\/p>\n

“Mortgage Indenture<\/strong>” means, (i) in the case of each of Duke
\nEnergy Carolinas, Duke Energy Ohio, Duke Energy Indiana, Duke Energy Kentucky,
\nthe Duke Energy Carolinas Mortgage, the Duke Energy Ohio First Mortgage Trust
\nIndenture, Duke Energy Indiana First Mortgage Trust Indenture, or Duke Energy
\nKentucky First Mortgage Trust Indenture, respectively, and (ii) in the case of
\neach of Progress Energy Carolinas and Progress Energy Florida, the Progress
\nEnergy Carolinas Mortgage and Deed of Trust or Progress Energy Florida
\nIndenture, respectively.<\/p>\n

“Non-Consenting Lender<\/strong>” means any Lender that does not
\napprove any consent, waiver or amendment that (i) requires the approval of all
\naffected Lenders in accordance with the terms of Section 9.05(a) and (ii) has
\nbeen approved by the Required Lenders.<\/p>\n

“Notes<\/strong>” means promissory notes of a Borrower, in the form
\nrequired by Section 2.04, evidencing the obligation of such Borrower to repay
\nthe Loans made to it, and “Note<\/strong>” means any one of such
\npromissory notes issued hereunder.<\/p>\n

“Notice of Borrowing<\/strong>” has the meaning set forth in Section
\n2.02.<\/p>\n

14<\/p>\n

\n

<\/p>\n

“Notice of Interest Rate Election<\/strong>” has the meaning set forth
\nin Section 2.09(b)<\/p>\n

“Notice of Issuance<\/strong>” has the meaning set forth in Section
\n2.15(b).<\/p>\n

“Other Taxes<\/strong>” has the meaning set forth in Section 8.04(a).\n<\/p>\n

“Parent<\/strong>” means, with respect to any Lender, any Person
\ncontrolling such Lender.<\/p>\n

“Participant<\/strong>” has the meaning set forth in Section 9.06(b).\n<\/p>\n

“Participant Register<\/strong>” has the meaning set forth in Section
\n9.06(b).<\/p>\n

“PBGC<\/strong>” means the Pension Benefit Guaranty Corporation or any
\nentity succeeding to any or all of its functions under ERISA.<\/p>\n

“Percentage<\/strong>” means, with respect to any Lender at any time,
\nthe percentage which the amount of its Commitment at such time represents of the
\naggregate amount of all the Commitments at such time; provided<\/em> that in
\nthe case of Section 2.19 when a Defaulting Lender shall exist, “Percentage”
\nshall mean the percentage of the total Commitments (disregarding any Defaulting
\nLender153s Commitment) represented by such Lender153s Commitment.<\/p>\n

“Person<\/strong>” means an individual, a corporation, a partnership,
\nan association, a trust or any other entity or organization, including a
\ngovernment or political subdivision or an agency or instrumentality thereof.\n<\/p>\n

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

“Pricing Schedule<\/strong>” means the Pricing Schedule attached
\nhereto.<\/p>\n

“Prime Rate<\/strong>” means the per annum rate of interest
\nestablished from time to time by the Administrative Agent at its principal
\noffice in San Francisco, California as its Prime Rate. Any change in the
\ninterest rate resulting from a change in the Prime Rate shall become effective
\nas of 12:01 a.m. of the Domestic Business Day on which each change in the Prime
\nRate is announced by the Administrative Agent. The Prime Rate is a reference
\nrate used by the Administrative Agent in determining interest rates on certain
\nloans and is not<\/p>\n

15<\/p>\n

\n

<\/p>\n

intended to be the lowest rate of interest charged on any extension of credit
\nto any debtor.<\/p>\n

“Progress Borrowers<\/strong>” means Progress Energy Florida and
\nProgress Energy Carolinas.<\/p>\n

“Progress Energy Carolinas<\/strong>” means Carolina Power & Light
\nCompany d\/b\/a Progress Energy Carolinas, Inc., a North Carolina corporation.\n<\/p>\n

“Progress Energy Carolinas Mortgage and Deed of Trust<\/strong>” means
\nthe Mortgage and Deed of Trust, dated as of May 1, 1940, from Progress Energy
\nCarolinas to the Bank of New York Mellon and Ming Ryan (successor to Frederick
\nG. Herbst), as successor trustees, as amended, modified or supplemented from
\ntime to time, and any successor or replacement mortgage trust indenture.<\/p>\n

“Progress Energy Florida<\/strong>” means Florida Power Corporation
\nd\/b\/a Progress Energy Florida, Inc., a Florida corporation.<\/p>\n

“Progress Energy Florida Indenture<\/strong>” means the Indenture
\ndated as of January 1, 1944, between Progress Energy Florida and The Bank of New
\nYork Mellon, as successor trustee, as amended, modified or supplemented from
\ntime to time, and any successor or replacement mortgage trust indenture.<\/p>\n

“Quarterly Payment Date<\/strong>” means the first Domestic Business
\nDay of each January, April, July and October.<\/p>\n

“Regulation U<\/strong>” means Regulation U of the Board of Governors
\nof the Federal Reserve System, as in effect from time to time.<\/p>\n

“Reimbursement Obligation<\/strong>” means, at any time, the
\nobligation of the Borrower then outstanding under Section 2.15 to reimburse the
\nIssuing Lender for amounts paid by the Issuing Lender in respect of any one or
\nmore drawings under a Letter of Credit.<\/p>\n

“Related Parties<\/strong>” means, with respect to any Person, such
\nPerson153s Subsidiaries and Affiliates and the partners, directors, officers,
\nemployees, agents, trustees, administrators and managers of such Person and of
\nsuch Person153s Subsidiaries and Affiliates.<\/p>\n

“Removed Borrower<\/strong>” has the meaning set forth in Section
\n9.05(b)<\/p>\n

“Required Lenders<\/strong>” means, at any time, Lenders having at
\nleast 51% in aggregate amount of the Aggregate Exposures at such time (exclusive
\nin each case of the Aggregate Exposure(s) of any Defaulting Lender(s)) .<\/p>\n

“Revolving Credit Loan<\/strong>” means a loan made or to be made by a
\nLender pursuant to Section 2.01(a); provided<\/em> that, if any such loan or
\nloans (or portions<\/p>\n

16<\/p>\n

\n

<\/p>\n

thereof) are combined or subdivided pursuant to a Notice of Interest Rate
\nElection, the term “Revolving Credit Loan” shall refer to the combined principal
\namount resulting from such combination or to each of the separate principal
\namounts resulting from such subdivision, as the case may be.<\/p>\n

“Revolving Credit Period<\/strong>” means, with respect to any Lender,
\nthe period from and including the Initial Effective Date to but not including
\nits Commitment Termination Date.<\/p>\n

“Second Effective Date<\/strong>” means the date on which the Delayed
\nAdditional Commitments become effective pursuant to Section 3.02.<\/p>\n

“S&P<\/strong>” means Standard & Poor153s Rating Services, a
\ndivision of The McGraw-Hill Companies, Inc.<\/p>\n

“Sublimit<\/strong>” means, with respect to each Borrower, its Initial
\nSublimit, as the same may be modified from time to time pursuant to Sections
\n2.08 and 2.17; provided<\/em> that a Borrower153s Sublimit shall at no time
\nexceed such Borrower153s Maximum Sublimit.<\/p>\n

“Subsidiary<\/strong>” means, as to any Person, any corporation or
\nother entity of which securities or other ownership interests having ordinary
\nvoting power to elect a majority of the board of directors or other persons
\nperforming similar functions are at the time directly or indirectly owned by
\nsuch Person; unless otherwise specified, “Subsidiary” means a Subsidiary of a
\nBorrower.<\/p>\n

“Substantial Assets<\/strong>” means, with respect to any Borrower,
\nassets sold or otherwise disposed of in a single transaction or a series of
\nrelated transactions representing 25% or more of the consolidated assets of such
\nBorrower and its Consolidated Subsidiaries, taken as a whole.<\/p>\n

“Swingline Exposure<\/strong>” means, with respect to any Lender, an
\namount equal to such Lender153s Percentage of the aggregate outstanding principal
\namount of Swingline Loans.<\/p>\n

“Swingline Lender<\/strong>” means Wells Fargo, in its capacity as the
\nSwingline Lender under the swing loan facility described in Section 2.18.<\/p>\n

“Swingline Loan<\/strong>” means a loan made or to be made by the
\nSwingline Lender pursuant to Section 2.18.<\/p>\n

“Swingline Termination Date<\/strong>” means the tenth Domestic
\nBusiness Day prior to Wells Fargo153s Commitment Termination Date.<\/p>\n

“Taxes<\/strong>” has the meaning set forth in Section 8.04(a).<\/p>\n

“Trust<\/strong>” means The Doris Duke Trust, a trust established by
\nJames B. Duke by Indenture dated December 11, 1924 for the benefit of certain
\nrelatives.<\/p>\n

17<\/p>\n

\n

<\/p>\n

“Unfunded Vested Liabilities<\/strong>” means, with respect to any
\nPlan at any time, the amount (if any) by which (i) the present value of all
\nbenefits under such Plan, determined on a plan termination basis using the
\nassumptions under 4001(a)(18) of ERISA, exceeds (ii) the fair market value of
\nall Plan assets allocable to such benefits, all determined as of the then most
\nrecent valuation date for such Plan, but only to the extent that such excess
\nrepresents a potential liability of a member of the ERISA Group to the PBGC or
\nthe Plan under Title IV of ERISA.<\/p>\n

“United States<\/strong>” means the United States of America,
\nincluding the States and the District of Columbia, but excluding its territories
\nand possessions.<\/p>\n

“U.S. Tax Compliance Certificate<\/strong>” has the meaning set forth
\nin Section 8.04(a).<\/p>\n

“U.S. Tax Law Change<\/strong>” has the meaning set forth in Section
\n8.04(a).<\/p>\n

“Utilization Limits<\/strong>” means the requirements that (i) for any
\nLender, the aggregate outstanding principal amount of its Loans (other than
\nSwingline Loans) to all Borrowers hereunder plus the aggregate amount of its
\nLetter of Credit Liabilities plus its Swingline Exposure shall at no time exceed
\nthe amount of its Commitment and (ii) for any Borrower, the aggregate
\noutstanding principal amount of Loans to such Borrower plus the aggregate amount
\nof Letter of Credit Liabilities in respect of Letters of Credit issued for its
\naccount shall at no time exceed its Sublimit.<\/p>\n

“Wells Fargo<\/strong>” means Wells Fargo Bank, National Association.\n<\/p>\n

Section 1.02. Accounting Terms and Determinations. <\/em>Unless otherwise
\nspecified herein, all accounting terms used herein shall be interpreted, all
\naccounting determinations hereunder shall be made, and all financial statements
\nrequired to be delivered hereunder shall be prepared in accordance with
\ngenerally accepted accounting principles as in effect from time to time, applied
\non a basis consistent (except for changes concurred in by the relevant
\nBorrower153s independent public accountants) with the most recent audited
\nconsolidated financial statements of such Borrower and its Consolidated
\nSubsidiaries delivered to the Lenders; provided, that if the Company notifies
\nthe Administrative Agent that it wishes to amend the financial covenant in
\nSection 5.10 to eliminate the effect of any change in generally accepted
\naccounting principles on the operation of such covenant (or if the
\nAdministrative Agent notifies the Company that the Required Lenders wish to
\namend Section 5.10 for such purpose), then each Borrower153s compliance with such
\ncovenant shall be determined on the basis of generally accepted accounting
\nprinciples as in effect immediately before the relevant change in generally
\naccepted accounting principles became effective, until either such notice is
\nwithdrawn or such covenant is amended in a manner satisfactory to the Company
\nand the Required Lenders.<\/p>\n

18<\/p>\n

\n

<\/p>\n

Section 1.03. Types of Borrowings. <\/em>The term
\n“Borrowing<\/strong>” denotes the aggregation of Loans of one or more
\nLenders to be made to a single Borrower pursuant to Article 2 on a single date
\nand for a single Interest Period. Borrowings are classified for purposes of this
\nAgreement by reference to the pricing of Loans comprising such Borrowing
\n(e.g.<\/em>, a “Euro-Dollar Borrowing<\/strong>” is a Borrowing
\ncomprised of Euro Dollar Loans).<\/p>\n

ARTICLE 2
\nTHE CREDITS<\/p>\n

Section 2.01. Commitments to Lend. <\/em>(a) Revolving Credit
\nLoans.<\/em> During its Revolving Credit Period, each Lender severally agrees, on
\nthe terms and conditions set forth in this Agreement, to make loans to each
\nBorrower pursuant to this subsection from time to time; provided<\/em> that,
\nimmediately after each such loan is made, the Utilization Limits are not
\nexceeded. Each Borrowing under this subsection shall be in an aggregate
\nprincipal amount of $10,000,000 or any larger multiple of $1,000,000 (except
\nthat any such Borrowing may be in the aggregate amount available in accordance
\nwith Section 3.03(b)) and shall be made from the several Lenders ratably in
\nproportion to their respective Commitments in effect on the date of Borrowing;
\nprovided<\/em> that, if the Interest Period selected by the Borrower for a
\nBorrowing would otherwise end after the Commitment Termination Dates of some but
\nnot all Lenders, the Borrower may in its Notice of Borrowing elect not to borrow
\nfrom those Lenders whose Commitment Termination Dates fall prior to the end of
\nsuch Interest Period. Within the foregoing limits, the Borrowers may borrow
\nunder this subsection (a), or to the extent permitted by Section 2.11, prepay
\nLoans and reborrow at any time during the Revolving Credit Periods under this
\nsubsection (a).<\/p>\n

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

19<\/p>\n

\n

<\/p>\n

extended unless Lenders having Commitments in an aggregate amount equal to at
\nleast 51% of the Commitments in effect at the time any such extension is
\nrequested shall have elected so to extend their Commitments.<\/p>\n

(ii) Any Lender which does not give such notice to the Company and the
\nAdministrative Agent shall be deemed to have elected not to extend as requested,
\nand the Commitment of each non-extending Lender shall terminate on its
\nCommitment Termination Date determined without giving effect to such requested
\nextension. The Company may, in accordance with Section 8.06, designate another
\nbank or other financial institution (which may be, but need not be, an extending
\nLender) to replace a non-extending Lender. On the date of termination of any
\nLender153s Commitment as contemplated by this paragraph, the respective
\nparticipations of the other Lenders in all outstanding Letters of Credit and
\nSwingline Loans shall be redetermined on the basis of their respective
\nCommitments after giving effect to such termination, and the participation
\ntherein of the Lender whose Commitment is terminated shall terminate;
\nprovided<\/em> that the Borrowers shall, if and to the extent necessary to
\npermit such redetermination of participations in Letters of Credit and Swingline
\nLoans within the limits of the Commitments which are not terminated, prepay on
\nsuch date all or a portion of the outstanding Loans or, to the extent that such
\nredetermination cannot be effected within the limits of the Commitments even
\nafter all outstanding Loans have been prepaid, then the Borrowers shall Cash
\nCollateralize the Letters of Credit to the extent of the excess, and such
\nredetermination and termination of participations in outstanding Letters of
\nCredit and Swingline Loans shall be conditioned upon their having done so.<\/p>\n

Section 2.02. Notice of Borrowings. <\/em>The Borrower shall give the
\nAdministrative Agent notice (a “Notice of Borrowing<\/strong>“) not later
\nthan 11:00 A.M. (Eastern time) on (x) the date of each Base Rate Borrowing and
\n(y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing,
\nspecifying:<\/p>\n

(a) the date of such Borrowing, which shall be a Domestic Business Day in the
\ncase of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a
\nEuro-Dollar Borrowing;<\/p>\n

(b) the aggregate amount of such Borrowing;<\/p>\n

(c) whether the Loans comprising such Borrowing are to bear interest
\ninitially at the Base Rate or a Euro-Dollar Rate;<\/p>\n

(d) in the case of a Euro-Dollar Borrowing, the duration of the initial
\nInterest Period applicable thereto, subject to the provisions of the definition
\nof Interest Period; and<\/p>\n

(e) if applicable, the designation contemplated by the definition of Borrower
\nMaturity Date.<\/p>\n

20<\/p>\n

\n

<\/p>\n

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

Section 2.03. Notice to Lenders; Funding of Loans. <\/em>(a) Upon receipt
\n(or deemed receipt) of a Notice of Borrowing, the Administrative Agent shall
\npromptly notify each Lender of the contents thereof and of such Lender153s share
\n(if any) of such Borrowing and such Notice of Borrowing shall not thereafter be
\nrevocable by the Borrower.<\/p>\n

(b) Not later than 1:00 P.M. (Eastern time) on the date of each Borrowing,
\neach Lender participating therein shall (except as provided in subsection (c) of
\nthis Section) make available its share of such Borrowing, in Federal or other
\nimmediately available funds, to the Administrative Agent at its address
\nspecified in or pursuant to Section 9.01. Unless the Administrative Agent
\ndetermines that any applicable condition specified in Article 3 has not been
\nsatisfied, the Administrative Agent will disburse the funds so received from the
\nLenders to an account designated by an Approved Officer of the Borrower;
\nprovided<\/em> that to the extent that all or a portion of such Borrowing is
\nto be applied to a Reimbursement Obligation or a Swingline Loan of the Borrower
\nas contemplated by Sections 2.02 and 2.18(h), the Administrative Agent shall
\ndistribute to the applicable Issuing Lender or the Swingline Lender, as the case
\nmay be, the appropriate portion of such funds.<\/p>\n

(c) Unless the Administrative Agent shall have received notice from a Lender
\nprior to 1:00 P.M. (Eastern time) on the date of any Borrowing that such Lender
\nwill not make available to the Administrative Agent such Lender153s share of such
\nBorrowing, the Administrative Agent may assume that such Lender has made such
\nshare available to the Administrative Agent on the date of such Borrowing in
\naccordance with subsection (b) of this Section 2.03 and the Administrative Agent
\nmay, in reliance upon such assumption, make available to the Borrower on such
\ndate a corresponding amount. If and to the extent that such Lender shall not
\nhave so made such share available to the Administrative Agent, such Lender and,
\nif such Lender shall not have made such payment within two Domestic Business
\nDays of demand therefor, the Borrower agrees to repay to the Administrative
\nAgent forthwith on demand such corresponding amount together with interest
\nthereon, for each day from the date such amount is made available to the
\nBorrower until the date such amount is repaid to the Administrative Agent, at
\n(i) in the case of the Borrower, a rate per annum equal to the higher of the
\nFederal Funds Rate and the interest rate applicable thereto pursuant to Section
\n2.06 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender
\nshall repay to the Administrative Agent such corresponding amount, such amount
\nso repaid<\/p>\n

21<\/p>\n

\n

<\/p>\n

shall constitute such Lender153s Loan included in such Borrowing for purposes
\nof this Agreement.<\/p>\n

(d) The failure of any Lender to make the Loan to be made by it as part of
\nany Borrowing shall not relieve any other Lender of its obligation, if any,
\nhereunder to make a Loan on the date of such Borrowing, but no Lender shall be
\nresponsible for the failure of any other Lender to make a Loan to be made by
\nsuch other Lender.<\/p>\n

Section 2.04. Registry; Notes. <\/em>(a) The Administrative Agent shall
\nmaintain a register (the “Register<\/strong>“) on which it will record
\nthe Commitment of each Lender, each Loan made by such Lender and each repayment
\nof any Loan made by such Lender. Any such recordation by the Administrative
\nAgent on the Register shall be conclusive, absent manifest error. Failure to
\nmake any such recordation, or any error in such recordation, shall not affect
\nthe Borrowers153 obligations hereunder.<\/p>\n

(b) Each Borrower hereby agrees that, promptly upon the request of any Lender
\nat any time, such Borrower shall deliver to such Lender a duly executed Note, in
\nsubstantially the form of Exhibit A hereto, payable to such Lender or its
\nregistered assigns as permitted pursuant to Section 9.06 and representing the
\nobligation of such Borrower to pay the unpaid principal amount of the Loans made
\nto such Borrower by such Lender, with interest as provided herein on the unpaid
\nprincipal amount from time to time outstanding.<\/p>\n

(c) Each Lender shall record the date, amount and maturity of each Loan
\n(including Swingline Loans) made by it and the date and amount of each payment
\nof principal made by the Borrower with respect thereto, and each Lender
\nreceiving a Note pursuant to this Section, if such Lender so elects in
\nconnection with any transfer or enforcement of its Note, may endorse on the
\nschedule forming a part thereof appropriate notations to evidence the foregoing
\ninformation with respect to each such Loan then outstanding; provided<\/em>
\nthat the failure of such Lender to make any such recordation or endorsement
\nshall not affect the obligations of any Borrower hereunder or under the Notes.
\nSuch Lender is hereby irrevocably authorized by each Borrower so to endorse its
\nNote and to attach to and make a part of its Note a continuation of any such
\nschedule as and when required.<\/p>\n

Section 2.05. Maturity of Loans. <\/em>Each Revolving Credit Loan made by
\nany Lender shall mature, and the principal amount thereof shall be due and
\npayable together with accrued interest thereon, on the earlier of the Commitment
\nTermination Date of such Lender and the applicable Borrower Maturity Date (if
\nany).<\/p>\n

Section 2.06. Interest Rates. <\/em>(a) Each Base Rate Loan shall bear
\ninterest on the outstanding principal amount thereof, for each day from the date
\nsuch Loan is made until it becomes due, at a rate per annum equal to the sum of
\nthe<\/p>\n

22<\/p>\n

\n

<\/p>\n

Applicable Margin for such day plus the Base Rate for such day. Such interest
\nshall be payable quarterly in arrears on each Quarterly Payment Date, at
\nmaturity and on the date of termination of the Commitments in their entirety.
\nAny overdue principal of or overdue interest on any Base Rate Loan shall bear
\ninterest, payable on demand, for each day until paid at a rate per annum equal
\nto the sum of 1% plus the Applicable Margin for such day plus the Base Rate for
\nsuch day.<\/p>\n

(b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
\namount thereof, for each day during each Interest Period applicable thereto, at
\na rate per annum equal to the sum of the Applicable Margin for such day plus the
\nLondon Interbank Offered Rate applicable to such Interest Period. Such interest
\nshall be payable for each Interest Period on the last day thereof and, if such
\nInterest Period is longer than three months, at intervals of three months after
\nthe first day thereof.<\/p>\n

The “London Interbank Offered Rate<\/strong>” applicable to any
\nInterest Period means the rate appearing on Page LIBO on the Reuters Screen (or
\non any successor or substitute page of such service, or on another service
\ndesignated by the British Bankers153 Association for purposes of displaying the
\nrates at which U.S. dollar deposits are offered by lending banks in the London
\ninterbank deposit market) as of 11:00 A.M. (London time) two Euro-Dollar
\nBusiness Days prior to the commencement of such Interest Period, as the rate for
\nU.S. dollar deposits with a maturity comparable to such Interest Period. In the
\nevent that such rate is not so available at such time for any reason, then the
\n“London Interbank Offered Rate<\/strong>” for such Interest Period shall
\nbe the average (rounded upward, if necessary, to the next higher 1\/16 of 1%) of
\nthe respective rates per annum at which deposits in U.S. dollars are offered to
\neach of the Euro-Dollar Reference Lenders in the London interbank market at
\napproximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
\nfirst day of such Interest Period in an amount approximately equal to the
\nprincipal amount of the Loan of such Euro-Dollar Reference Lenders to which such
\nInterest Period is to apply and for a period of time comparable to such Interest
\nPeriod. If any Euro-Dollar Reference Lender does not furnish a timely quotation,
\nthe Administrative Agent shall determine the relevant interest rate on the basis
\nof the quotation furnished by the remaining Euro-Dollar Reference Lender or, if
\nnone of such quotations is available on a timely basis, the provisions of
\nSection 8.01 shall apply.<\/p>\n

(c) Any overdue principal of or overdue interest on any Euro-Dollar Loan
\nshall bear interest, payable on demand, for each day from and including the date
\npayment thereof was due to but excluding the date of actual payment, at a rate
\nper annum equal to the sum of 1% plus the higher of (i) the sum of the
\nApplicable Margin for such day plus the London Interbank Offered Rate applicable
\nto such Loan at the date such payment was due and (ii) the rate applicable to
\nBase Rate Loans for such day.<\/p>\n

(d) The Administrative Agent shall determine each interest rate applicable to
\nthe Loans hereunder. The Administrative Agent shall give prompt<\/p>\n

23<\/p>\n

\n

<\/p>\n

notice to the Borrower and the participating Lenders by facsimile of each
\nrate of interest so determined, and its determination thereof shall be
\nconclusive in the absence of manifest error unless the Borrower raises an
\nobjection thereto within five Domestic Business Days after receipt of such
\nnotice.<\/p>\n

Section 2.07. Fees. <\/em>(a) Facility Fees<\/em>. Each Borrower shall
\npay to the Administrative Agent, for the account of the Lenders ratably in
\nproportion to their related Borrower Exposures, a facility fee calculated for
\neach day at the Facility Fee Rate for such day (determined in accordance with
\nthe Pricing Schedule) on the aggregate amount of such Borrower153s Borrower
\nExposures on such day. Such facility fee shall accrue for each day from and
\nincluding the Initial Effective Date but excluding the day on which the related
\nBorrower Exposures are reduced to zero.<\/p>\n

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

(c) Ticking Fee<\/em>. The Company shall pay to the Administrative Agent,
\nfor the account of the Lenders ratably in proportion to their Percentages, a
\nticking fee calculated for each day at the Facility Fee Rate for such day
\n(determined in accordance with the Pricing Schedule) on the aggregate amount of
\nDelayed Additional Commitments, such fee to accrue beginning on the date that is
\n90 days after the Initial Effective Date and ending on the earliest of (i) the
\nSecond Effective Date, (ii) July 8, 2012, and (iii) the date on which the Merger
\nAgreement is terminated.<\/p>\n

(d) Payments<\/em>. Accrued fees under this Section for the account of any
\nLender shall be payable quarterly in arrears on each Quarterly Payment Date and
\nupon such Lender153s Commitment Termination Date (and, if later, the date the
\nBorrower Exposure of such Lender in respect of any Borrower is reduced to zero).\n<\/p>\n

Section 2.08. Optional Termination or Reduction of Sublimits; Changes to
\nSublimits. <\/em>(a) The Company may, upon not less than three Domestic Business
\nDays153 notice to the Administrative Agent, reallocate amounts of the Commitments
\namong the respective Sublimits of the Borrowers (i.e.<\/em>, reduce the
\nSublimits of one or more Borrowers and increase the Sublimits of one or more
\nother Borrowers by the same aggregate amount); provided<\/em> (i) each
\nSublimit shall be a multiple of $5,000,000 at all times, (ii) a Borrower153s
\nSublimit may not be reduced to an amount less than the sum of the aggregate
\noutstanding principal amount of Loans to such Borrower plus the aggregate amount
\nof Letter of Credit<\/p>\n

24<\/p>\n

\n

<\/p>\n

Liabilities in respect of Letters of Credit issued for its account, (iii) a
\nBorrower153s Sublimit may not be increased to an amount greater than its Maximum
\nSublimit, (iv) the sum of the Sublimits of the respective Borrowers shall at all
\ntimes equal the aggregate amount of the Commitments and (v) any such increase in
\na Borrower153s Sublimit shall be accompanied or preceded by evidence reasonably
\nsatisfactory to the Administrative Agent as to appropriate corporate
\nauthorization therefor.<\/p>\n

(b) Each Borrower other than the Company may, upon at least three Domestic
\nBusiness Days153 notice to the Administrative Agent, reduce its Sublimit (i) to
\nzero, if no Loans to it or Letter of Credit Liabilities for its account are
\noutstanding or (ii) by an amount of $10,000,000 or any larger multiple of
\n$5,000,000 so long as, after giving effect to such reduction, its Sublimit is
\nnot less than the sum of the aggregate principal amount of Loans outstanding to
\nit and the aggregate Letter of Credit Liabilities outstanding for its account.
\nUpon any reduction in the Sublimit of a Borrower to zero pursuant to this
\nSection 2.08(b), such Borrower shall cease to be a Borrower hereunder. The
\naggregate amount of the Commitments will be automatically and simultaneously
\nreduced by the amount of each reduction in any Sublimit pursuant to this Section
\n2.08(b) or pursuant to Section 6.01.<\/p>\n

Section 2.09. Method of Electing Interest Rates. <\/em>(a) The Loans
\nincluded in each Borrowing shall bear interest initially at the type of rate
\nspecified by the Borrower in the applicable Notice of Borrowing. Thereafter, the
\nBorrower may from time to time elect to change or continue the type of interest
\nrate borne by each Group of Loans (subject in each case to the provisions of
\nArticle 8 and the last sentence of this subsection (a)), as follows:<\/p>\n

(i) if such Loans are Base Rate Loans, the Borrower may elect to convert such
\nLoans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and<\/p>\n

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

Each such election shall be made by delivering a notice (a “Notice of
\nInterest Rate Election<\/strong>“) to the Administrative Agent not later than
\n11:00 A.M. (Eastern time) on the third Euro-Dollar Business Day before the
\nconversion or continuation selected in such notice is to be effective. A Notice
\nof Interest Rate Election may, if it so specifies, apply to only a portion of
\nthe aggregate principal amount of the relevant Group of Loans; provided<\/em>
\nthat (i) such portion is allocated ratably among the Loans comprising such Group
\nand (ii) the portion to which<\/p>\n

25<\/p>\n

\n

<\/p>\n

such notice applies, and the remaining portion to which it does not apply,
\nare each $10,000,000 or any larger multiple of $1,000,000.<\/p>\n

(b) Each Notice of Interest Rate Election shall specify:<\/p>\n

(i) the Group of Loans (or portion thereof) to which such notice applies;\n<\/p>\n

(ii) the date on which the conversion or continuation selected in such notice
\nis to be effective, which shall comply with the applicable clause of subsection
\n2.09(a) above;<\/p>\n

(iii) if the Loans comprising such Group are to be converted, the new type of
\nLoans and, if the Loans being converted are to be Euro-Dollar Loans, the
\nduration of the next succeeding Interest Period applicable thereto; and<\/p>\n

(iv) if such Loans are to be continued as Euro-Dollar Loans for an additional
\nInterest Period, the duration of such additional Interest Period.<\/p>\n

Each Interest Period specified in a Notice of Interest Rate Election shall
\ncomply with the provisions of the definition of the term “Interest
\nPeriod<\/strong>“.<\/p>\n

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

(d) An election by the Borrower to change or continue the rate of interest
\napplicable to any Group of Loans pursuant to this Section shall not constitute a
\n“Borrowing<\/strong>” subject to the provisions of Section 3.03.<\/p>\n

Section 2.10. Mandatory Termination of Commitments. <\/em>The Commitment
\nof each Lender shall terminate on such Lender153s Commitment Termination Date.\n<\/p>\n

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

26<\/p>\n

\n

<\/p>\n

interest thereon to the date of prepayment and together with any additional
\namounts payable pursuant to Section 2.13. Each such optional prepayment shall be
\napplied to prepay ratably the Loans of the several Lenders included in such
\nGroup or Borrowing.<\/p>\n

(b) Upon receipt of a notice of prepayment pursuant to this Section, the
\nAdministrative Agent shall promptly notify each Lender of the contents thereof
\nand of such Lender153s share (if any) of such prepayment and such notice shall not
\nthereafter be revocable by the Borrower.<\/p>\n

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

(b) Unless the Administrative Agent shall have received notice from the
\nBorrower prior to the date on which any payment is due to the Lenders hereunder
\nthat the Borrower will not make such payment in full, the Administrative Agent
\nmay assume that the Borrower has made such payment in full to the Administrative
\nAgent on such date and the Administrative Agent may, in reliance upon such
\nassumption, cause to be distributed to each Lender on such due date an amount
\nequal to the amount then due such Lender. If and to the extent that the Borrower
\nshall not have so made such payment, each Lender shall repay to the
\nAdministrative Agent forthwith on demand such amount distributed to such Lender
\ntogether with interest thereon, for each day from the date such amount is
\ndistributed to such Lender until the date such Lender repays such amount to the
\nAdministrative Agent, at the Federal Funds Rate.<\/p>\n

Section 2.13. Funding Losses. <\/em>If the Borrower makes any payment of
\nprincipal with respect to any Euro-Dollar Loan (other than payments made by an
\nAssignee pursuant to Section 8.06(a) or by the Borrower pursuant to Section
\n8.06(b) in respect of a Defaulting Lender153s Euro-Dollar Loans) or any Euro-<\/p>\n

27<\/p>\n

\n

<\/p>\n

Dollar Loan is converted to a Base Rate Loan or continued as a Euro-Dollar
\nLoan for a new Interest Period (pursuant to Article 2, 6 or 8 or otherwise) on
\nany day other than the last day of an Interest Period applicable thereto, or if
\nthe Borrower fails to borrow, prepay, convert or continue any Euro-Dollar Loans
\nafter notice has been given to any Lender in accordance with Section 2.03(a),
\n2.09(c) or 2.11(b), the Borrower shall reimburse each Lender within 15 days
\nafter demand for any resulting loss or expense incurred by it (or by an existing
\nor prospective Participant in the related Loan), including (without limitation)
\nany loss incurred in obtaining, liquidating or employing deposits from third
\nparties, but excluding loss of margin for the period after any such payment or
\nconversion or failure to borrow, prepay, convert or continue; provided<\/em>
\nthat such Lender shall have delivered to the Borrower a certificate setting
\nforth in reasonable detail the calculation of the amount of such loss or
\nexpense, which certificate shall be conclusive in the absence of manifest error.\n<\/p>\n

Section 2.14. Computation of Interest and Fees. <\/em>Interest based on
\nclause (a) of the definition of Base Rate shall be computed on the basis of a
\nyear of 365 days (or 366 days in a leap year) and paid for the actual number of
\ndays elapsed (including the first day but excluding the last day). All other
\ninterest and all fees shall be computed on the basis of a year of 360 days and
\npaid for the actual number of days elapsed (including the first day but
\nexcluding the last day).<\/p>\n

Section 2.15. Letters of Credit.<\/em><\/p>\n

(a) Subject to the terms and conditions hereof, each Issuing Lender agrees to
\nissue Letters of Credit hereunder from time to time until the fifth Domestic
\nBusiness Day prior to its Commitment Termination Date upon the request and for
\nthe account of any Borrower; provided<\/em> that, immediately after each
\nLetter of Credit is issued, (i) the Utilization Limits shall not be exceeded and
\n(ii) the aggregate amount of the Letter of Credit Liabilities shall not exceed
\n$1,000,000,000. Upon the date of issuance by the Issuing Lender of a Letter of
\nCredit, the Issuing Lender shall be deemed, without further action by any party
\nhereto, to have sold to each Lender, and each Lender shall be deemed, without
\nfurther action by any party hereto, to have purchased from the Issuing Lender, a
\nparticipation to the extent of its Percentage in such Letter of Credit and the
\nrelated Letter of Credit Liabilities.<\/p>\n

(b) The Borrower shall give the Issuing Lender notice at least three Domestic
\nBusiness Days prior to the requested issuance of a Letter of Credit, or in the
\ncase of a Letter of Credit substantially in the form of Exhibit G, at least one
\nBusiness Day prior to the requested issuance of such Letter of Credit,
\nspecifying the date such Letter of Credit is to be issued and describing the
\nterms of such Letter of Credit (such notice, including any such notice given in
\nconnection with the extension of a Letter of Credit, a “Notice of
\nIssuance<\/strong>“), substantially in the form of Exhibit F, appropriately
\ncompleted. Upon receipt of a Notice of Issuance, the Issuing Lender shall
\npromptly notify the Administrative Agent, and the Administrative Agent shall
\npromptly notify each Lender of the contents thereof<\/p>\n

28<\/p>\n

\n

<\/p>\n

and of the amount of such Lender153s participation in such Letter of Credit.
\nThe issuance by the Issuing Lender of each Letter of Credit shall, in addition
\nto the conditions precedent set forth in Article 3, be subject to the conditions
\nprecedent that such Letter of Credit shall be denominated in U.S. dollars and
\nshall be in such form and contain such terms as shall be reasonably satisfactory
\nto the Issuing Lender. Unless otherwise notified by the Administrative Agent,
\nthe Issuing Lender may, but shall not be required to, conclusively presume that
\nall conditions precedent set forth in Article 3 have been satisfied. The
\nBorrower shall also pay to each Issuing Lender for its own account issuance,
\ndrawing, amendment and extension charges in the amounts and at the times as
\nagreed between the Borrower and such Issuing Lender. Except for non-substantive
\namendments to any Letter of Credit for the purpose of correcting errors or
\nambiguities or to allow for administrative convenience (which amendments each
\nIssuing Lender may make in its discretion with the consent of the Borrower), the
\namendment, extension or renewal of any Letter of Credit shall be deemed to be an
\nissuance of such Letter of Credit. If any Letter of Credit contains a provision
\npursuant to which it is deemed to be automatically renewed unless notice of
\ntermination is given by the Issuing Lender of such Letter of Credit, the Issuing
\nLender shall timely give notice of termination if (i) as of close of business on
\nthe seventeenth day prior to the last day upon which the Issuing Lender153s notice
\nof termination may be given to the beneficiaries of such Letter of Credit, the
\nIssuing Lender has received a notice of termination from the Borrower or a
\nnotice from the Administrative Agent that the conditions to issuance of such
\nLetter of Credit have not been satisfied or (ii) the renewed Letter of Credit
\nwould have a term not permitted by subsection (c) below.<\/p>\n

(c) No Letter of Credit shall have a term extending beyond the first
\nanniversary of the Commitment Termination Date of the applicable Issuing Lender.\n<\/p>\n

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

29<\/p>\n

\n

<\/p>\n

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

(e) The obligations of the Borrower and each Lender under subsection 2.15(d)
\nabove shall be absolute, unconditional and irrevocable, and shall be performed
\nstrictly in accordance with the terms of this Agreement, under all circumstances
\nwhatsoever, including without limitation the following circumstances:<\/p>\n

(i) the use which may be made of the Letter of Credit by, or any acts or
\nomission of, a beneficiary of a Letter of Credit (or any Person for whom the
\nbeneficiary may be acting);<\/p>\n

(ii) the existence of any claim, set-off, defense or other rights that the
\nBorrower may have at any time against a beneficiary of a Letter of Credit (or
\nany Person for whom the beneficiary may be acting), the Lenders (including the
\nIssuing Lender) or any other Person, whether in connection with this Agreement
\nor the Letter of Credit or any document related hereto or thereto or any
\nunrelated transaction;<\/p>\n

(iii) any statement or any other document presented under a Letter of Credit
\nproving to be forged, fraudulent or invalid in any respect or any statement
\ntherein being untrue or inaccurate in any respect whatsoever;<\/p>\n

(iv) payment under a Letter of Credit to the beneficiary of such Letter of
\nCredit against presentation to the Issuing Lender of a draft or certificate that
\ndoes not comply with the terms of the Letter of Credit; provided<\/em> that
\nthe determination by the Issuing Lender to make such payment shall not have been
\nthe result of its willful misconduct or gross negligence; or<\/p>\n

(v) any other act or omission to act or delay of any kind by any Lender
\n(including the Issuing Lender), the Administrative Agent or any other Person or
\nany other event or circumstance whatsoever that might, but for the provisions of
\nthis subsection (v), constitute a legal or equitable discharge of the Borrower153s
\nor the Lender153s obligations hereunder.<\/p>\n

30<\/p>\n

\n

<\/p>\n

(f) The Borrower hereby indemnifies and holds harmless each Lender (including
\nthe Issuing Lender) and the Administrative Agent from and against any and all
\nclaims, damages, losses, liabilities, costs or expenses which such Lender or the
\nAdministrative Agent may incur (including, without limitation, any claims,
\ndamages, losses, liabilities, costs or expenses which the Issuing Lender may
\nincur by reason of or in connection with (i) the failure of any other Lender to
\nfulfill or comply with its obligations to such Issuing Lender hereunder (but
\nnothing herein contained shall affect any rights the Borrower may have against
\nany Defaulting Lender) or (ii) any litigation arising with respect to any Letter
\nof Credit issued under this Agreement (whether or not the Issuing Lender shall
\nprevail in such litigation)), and none of the Lenders (including the Issuing
\nLender) nor the Administrative Agent nor any of their officers or directors or
\nemployees or agents shall be liable or responsible, by reason of or in
\nconnection with the execution and delivery or transfer of or payment or failure
\nto pay under any Letter of Credit, including without limitation any of the
\ncircumstances enumerated in subsection 2.15(e) above, as well as (i) any error,
\nomission, interruption or delay in transmission or delivery of any messages, by
\nmail, facsimile or otherwise, (ii) any loss or delay in the transmission of any
\ndocument required in order to make a drawing under a Letter of Credit and (iii)
\nany consequences arising from causes beyond the control of the Issuing Lender,
\nincluding, without limitation, any government acts or any other circumstances
\nwhatsoever, in making or failing to make payment under such Letter of Credit;
\nprovided<\/em> that the Borrower shall not be required to indemnify the
\nIssuing Lender for any claims, damages, losses, liabilities, costs or expenses,
\nand the Borrower shall have a claim for direct (but not consequential) damage
\nsuffered by it, to the extent found by a court of competent jurisdiction to have
\nbeen caused by (x) the willful misconduct or gross negligence of the Issuing
\nLender in determining whether a request presented under any Letter of Credit
\ncomplied with the terms of such Letter of Credit or (y) the Issuing Lender153s
\nfailure to pay under any Letter of Credit after the presentation to it of a
\nrequest strictly complying with the terms and conditions of the Letter of
\nCredit. Nothing in this subsection 2.15(f) is intended to limit the obligations
\nof the Borrower under any other provision of this Agreement. To the extent the
\nBorrower does not indemnify the Issuing Lender as required by this subsection,
\nthe Lenders agree to do so ratably in accordance with their Commitments.<\/p>\n

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

31<\/p>\n

\n

<\/p>\n

(h) On (i) the Initial Effective Date, each Issuing Lender that has issued an
\nExisting Duke Letter of Credit shall be deemed, without further action by any
\nparty hereto, to have granted to each Lender, and each Lender shall be deemed,
\nwithout further action by any party hereto, to have acquired from the Issuing
\nLender, a participation in such Existing Duke Letter of Credit and the related
\nLetter of Credit Liabilities in the proportion its respective Commitment bears
\nto the aggregate Commitments and (ii) the Second Effective Date, each Issuing
\nLender that has issued an Existing Progress Letter of Credit shall be deemed,
\nwithout further action by any party hereto, to have granted to each Lender, and
\neach Lender shall be deemed, without further action by any party hereto, to have
\nacquired from the Issuing Lender, a participation in such Existing Progress
\nLetter of Credit and the related Letter of Credit Liabilities in the proportion
\nits respective Commitment bears to the aggregate Commitments. On and after the
\nInitial Effective Date, each Existing Duke Letter of Credit shall constitute a
\nLetter of Credit for all purposes hereof, and on and after the Second Effective
\nDate, each Existing Progress Letter of Credit shall constitute a Letter of
\nCredit for all purposes hereof and, in the case of each Existing Progress Letter
\nof Credit, shall be deemed to have been issued hereunder at the request and for
\nthe account of the Company.<\/p>\n

(i) By the 90th day preceding the Commitment Termination Date of the Issuing
\nLender (or if such 90th day is not a Domestic Business Day, then on the next
\npreceding Domestic Business Day) (and on any subsequent date of issuance of a
\nLong-Dated Letter of Credit), the Borrower shall Cash Collateralize all
\noutstanding Long-Dated Letters of Credit (or such Long-Dated Letter or Credit).\n<\/p>\n

(j) Any increase in the Commitments pursuant to Section 2.17 shall be subject
\nto the condition that each Issuing Lender that at the time has an outstanding
\nLetter of Credit shall have given its written consent to each Additional Lender
\nand each increase in the Commitment of an existing Lender (such consent not to
\nbe unreasonably withheld or delayed). The Company shall request a similar
\nconsent from any other Issuing Lender (not to be unreasonably withheld or
\ndelayed) prior to requesting a Letter of Credit to be issued by such Issuing
\nLender. Any such other Issuing Lender that refuses to so consent shall thereupon
\ncease to be an Issuing Lender hereunder, although the provisions of this
\nAgreement applicable to Issuing Lenders shall continue to apply to it with
\nrespect to the period during which such Lender was an Issuing Lender. Any such
\nIssuing Lender153s refusal to consent shall have no impact on any increases in the
\nCommitments previously made.<\/p>\n

(k) The participation of each Lender in any outstanding Letter of Credit, and
\nits obligations under this Section 2.15 with respect thereto, shall terminate on
\nits Commitment Termination Date, provided <\/em>that if and to the extent
\nrequired hereunder, the Borrower shall have timely Cash Collateralized each such
\nLetter of Credit.<\/p>\n

32<\/p>\n

\n

<\/p>\n

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

“Euro-Dollar Reserve Percentage<\/strong>” means for any day, that
\npercentage (expressed as a decimal) which is in effect on such day, as
\nprescribed by the Board of Governors of the Federal Reserve System (or any
\nsuccessor) for determining the maximum reserve requirement for a member bank of
\nthe Federal Reserve System in New York City with deposits exceeding five billion
\ndollars in respect of “Eurocurrency liabilities<\/strong>” (or in respect
\nof any other category of liabilities which includes deposits by reference to
\nwhich the interest rate on Euro-Dollar Loans is determined or any category of
\nextensions of credit or other assets which includes loans by a non-United States
\noffice of any Lender to United States residents).<\/p>\n

Section 2.17. Increase in Commitments; Additional Lenders. <\/em>(a)
\nSubsequent to the Initial Effective Date, and so long as no Default then exists
\nor would result therefrom and the representations and warranties of the
\nBorrowers contained herein are true and correct at such time, the Company may,
\nupon at least 30 days153 notice to the Administrative Agent (which shall promptly
\nprovide a copy of such notice to the Lenders), propose to increase the aggregate
\namount of the Commitments in an aggregate amount of up to $1,000,000,000 (the
\namount of any such increase, the “Increased Commitments<\/strong>“). Each
\nLender party to this Agreement at such time shall have the right (but no
\nobligation), for a period of 15 days following receipt of such notice, to elect
\nby notice to the Company and the Administrative Agent to increase its Commitment
\nhereunder.<\/p>\n

(b) If any Lender party to this Agreement shall not elect to increase its
\nCommitment pursuant to subsection (a) of this Section, the Company may designate
\nanother bank or other lenders (which may be, but need not be, one or more of the
\nexisting Lenders) which at the time agree to (i) in the case of any such lender
\nthat is an existing Lender, increase its Commitment and (ii) in the case of any
\nother such lender (an “Additional Lender<\/strong>“), become a party to
\nthis<\/p>\n

33<\/p>\n

\n

<\/p>\n

Agreement. The sum of the increases in the Commitments of the existing
\nLenders pursuant to this subsection (b) plus the Commitments of the Additional
\nLenders shall not in the aggregate exceed the unsubscribed amount of the
\nIncreased Commitments.<\/p>\n

(c) An increase in the aggregate amount of the Commitments pursuant to this
\nSection 2.17 shall become effective upon the receipt by the Administrative Agent
\nof an agreement in form and substance satisfactory to the Administrative Agent
\nsigned by the Borrowers, by each Additional Lender, by each other Lender whose
\nCommitment is to be increased and by each Issuing Lender whose consent is
\nrequired pursuant to Section 2.15(j), setting forth the new Commitments of such
\nLenders and setting forth the agreement of each Additional Lender to become a
\nparty to this Agreement and to be bound by all the terms and provisions hereof,
\ntogether with such evidence of appropriate corporate authorization on the part
\nof the Borrowers with respect to the Increased Commitments and such opinions of
\ncounsel for the Borrowers with respect to the Increased Commitments as the
\nAdministrative Agent may reasonably request.<\/p>\n

Upon any increase in the aggregate amount of the Commitments pursuant to this
\nSection 2.17, (i) the respective Letter of Credit Liabilities and Swingline
\nExposures of the Lenders shall be redetermined as of the effective date of such
\nincrease and (ii) within five Domestic Business Days, in the case of any Group
\nof Base Rate Loans then outstanding, and at the end of the then current Interest
\nPeriod with respect thereto, in the case of any Group of Euro-Dollar Loans then
\noutstanding, the Borrower shall prepay such Group of Loans in its entirety and,
\nto the extent the Borrower elects to do so and subject to the conditions
\nspecified in Article 3, the Borrower shall reborrow Revolving Credit Loans from
\nthe Lenders in proportion to their respective Commitments after giving effect to
\nsuch increase, until such time as all outstanding Revolving Credit Loans are
\nheld by the Lenders in such proportion. In connection with any increase in the
\naggregate amount of the Commitments pursuant to this Section, the respective
\nSublimits of the Borrowers shall be increased by an equal aggregate amount as
\nthe Company may direct by notice to the Administrative Agent, subject to the
\nlimitations set forth in Section 2.08(a).<\/p>\n

Section 2.18. Swingline Loans. <\/em>(a) Agreement to Lend<\/em>. From
\ntime to time prior to the Swingline Termination Date, subject to the terms and
\nconditions hereof, the Swingline Lender agrees to make Swingline Loans to each
\nBorrower pursuant to this subsection; provided<\/em> that, immediately after
\neach Swingline Loan is made (i) the Utilization Limits are not exceeded and (ii)
\nthe aggregate outstanding principal amount of all Swingline Loans does not
\nexceed $200,000,000. Each Swingline Loan shall be in a principal amount of
\n$1,000,000 or any larger multiple thereof. No Swingline Loan may be used to
\nrefinance an outstanding Swingline Loan. Within the foregoing limits, the
\nBorrower may borrow under this Section 2.18, prepay Swingline Loans and reborrow
\nat any time prior to the Swingline Termination Date under this Section 2.18.\n<\/p>\n

34<\/p>\n

\n

<\/p>\n

(b) Swingline Borrowing Procedure<\/em>. The Borrower shall give the
\nSwingline Lender notice not later than 2:00 P.M. (Eastern time) on the date of
\neach Swingline Loan, specifying the amount of such Loan and the date of such
\nborrowing, which shall be a Domestic Business Day. Not later than 3:00 P.M.
\n(Eastern time) on the date of each Swingline Loan, the Swingline Lender shall,
\nunless it determines that any applicable condition specified in Article 3 has
\nnot been satisfied, make available the amount of such Swingline Loan, in Federal
\nor other immediately available funds, to the Borrower at the Swingline Lender153s
\naddress specified in or pursuant to Section 9.01.<\/p>\n

(c) Interest<\/em>. Each Swingline Loan shall bear interest on the
\noutstanding principal amount thereof, payable at maturity, at a rate per annum
\nequal to the sum of the LIBOR Market Index Rate plus the Applicable Margin for
\nsuch day (or such other rate per annum as the Swingline Lender and the Borrower
\nmay mutually agree). Such interest shall be payable at the maturity of such
\nSwingline Loan and, with respect to the principal amount of any Swingline Loan
\nprepaid pursuant to subsection (d) or (e) below, upon the date of such
\nprepayment. Any overdue principal of or interest on any Swingline Loan shall
\nbear interest, payable on demand, for each day until paid at a rate per annum
\nequal to the sum of the Base Rate for such day plus 1%.<\/p>\n

(d) Maturity; Mandatory Prepayment<\/em>. Each Swingline Loan shall
\nmature, and the principal amount thereof shall be due and payable, on the
\nearlier of the date falling ten Domestic Business Days after such Loan is made
\nand the Swingline Termination Date. In addition, on the date of each Borrowing
\nof Revolving Credit Loans pursuant to Section 2.01, the Administrative Agent
\nshall apply the proceeds thereof to prepay all Swingline Loans then outstanding.\n<\/p>\n

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

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

(g) Payments<\/em>. All payments to any Swingline Lender under this
\nSection 2.09 shall be made to it at its address specified in or pursuant to
\nSection 9.01 in Federal or other immediately available funds, not later than
\n3:00 P.M. (Eastern time) on the date of payment.<\/p>\n

(h) Refunding Unpaid Swingline Loans<\/em>. If (w) any Swingline Loan is
\nnot paid in full on its maturity date and the Swingline Lender so requests, (x)
\nthe<\/p>\n

35<\/p>\n

\n

<\/p>\n

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

(i) Purchase of Participations in Swingline Loans<\/em>. If at the time
\nLoans would have otherwise been made pursuant to Section 2.18(h), one of the
\nevents described in Section 6.01(g) or Section 6.01(h) with respect to the
\nBorrower shall have occurred and be continuing or the Commitments shall have
\nterminated, each Lender shall, on the date such Loans would have been made
\npursuant to the notice from the Administrative Agent to the Lenders referred to
\nin Section 2.18(h) (the “Refunding Date<\/strong>“), purchase an
\nundivided participating interest in the relevant Swingline Loans in an amount
\nequal to such Lender153s Percentage of the principal amount of each such Swingline
\nLoan. On the Refunding Date, each Lender shall transfer to the Administrative
\nAgent, for the account of the Swingline Lender, in immediately available funds,
\nsuch amount.<\/p>\n

(j) Payments on Participated Swingline Loans.<\/em> Whenever, at any time
\nafter the Swingline Lender has received from any Lender such Lender153s payment
\npursuant to Section 2.18(i), the Swingline Lender receives any payment on
\naccount of the Swingline Loans in which the Lenders have purchased
\nparticipations pursuant to Section 2.18(i), its receipt of such payment will be
\nas agent for and for the account of each such Lender and the Swingline Lender
\nwill promptly distribute to each such Lender its ratable share of such payment
\n(appropriately adjusted, in the case of interest payments, to reflect the period
\nof time during which such Lender153s participating interest was outstanding and
\nfunded); provided<\/em> that in the event that such payment received by the
\nSwingline Lender is required to be returned, each such Lender will return to the
\nSwingline Lender any portion thereof previously distributed to it by the
\nSwingline Lender.<\/p>\n

(k) Obligations to Refund or Purchase Participations in Swingline Loans
\nAbsolute.<\/em> Each Lender153s obligation to fund a Loan as provided in Section
\n2.18(h) or to purchase a participating interest pursuant to Section 2.18(i)
\nshall be<\/p>\n

36<\/p>\n

\n

<\/p>\n

absolute and unconditional and shall not be affected by any circumstance,
\nincluding, without limitation, (i) any set-off, counterclaim, recoupment,
\ndefense or other right which such Lender, any Borrower or any other Person may
\nhave against the Swingline Lender or any other Person, (ii) the occurrence or
\ncontinuance of a Default or the termination or reduction of any Commitments, any
\nadverse change in the condition (financial or otherwise) of any Borrower or any
\nother Person, any breach of this Agreement by any Borrower, any other Lender or
\nany other Person or any other circumstance, happening or event whatsoever,
\nwhether or not similar to any of the foregoing.<\/p>\n

Section 2.19. Defaulting Lenders. <\/em>If any Lender becomes a Defaulting
\nLender, then the following provisions shall apply for so long as such Lender is
\na Defaulting Lender, to the extent permitted by applicable law:<\/p>\n

(a) (i) facility fees shall cease to accrue on the unused portion of the
\nCommitment of such Defaulting Lender pursuant to Section 2.07(a) and the
\nAggregate Exposure of such Defaulting Lender shall not be included in
\ndetermining whether the Required Lenders have taken or may take any action
\nhereunder and (ii) ticking fees (if any) shall cease to accrue on the Delayed
\nAdditional Commitments of such Defaulting Lender pursuant to Section 2.07(c);\n<\/p>\n

(b) if any Letter of Credit Liabilities or Swingline Loans exist at the time
\nsuch Lender becomes a Defaulting Lender then:<\/p>\n

(i) so long as no Default shall exist with respect to the Borrower, all or
\nany part of the Letter of Credit Liabilities and Swingline Exposure of such
\nDefaulting Lender shall be reallocated among the non-Defaulting Lenders in
\naccordance with their respective Percentages but only to the extent the
\nUtilization Limits after giving effect to such reallocation are not exceeded;\n<\/p>\n

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

(iii) to the extent that the Borrower Cash Collateralizes any portion of such
\nDefaulting Lender153s Letter of Credit Liabilities pursuant to clause (ii) above,
\nthe Borrower shall not be required to pay any fees pursuant to Section 2.07(a)
\nor pursuant to Section 2.07(b) for the account<\/p>\n

37<\/p>\n

\n

<\/p>\n

of such Defaulting Lender during the period such Defaulting Lender153s Letter
\nof Credit Liabilities are so Cash Collateralized;<\/p>\n

(iv) to the extent that the Letter of Credit Liabilities of the
\nnon-Defaulting Lenders are reallocated pursuant to clause (i) above, then the
\nletter of credit fees payable to the Lenders pursuant to Section 2.07(b) shall
\nbe adjusted in accordance with such non-Defaulting Lenders153 Percentages;<\/p>\n

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

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

(vii) so long as such Lender is a Defaulting Lender, no Swingline Lender
\nshall be required to make any Swingline Loan, unless it is satisfied that the
\nrelated exposure and the Defaulting Lender153s then outstanding Swingline Exposure
\nwill be 100% covered by the Commitments of the non-Defaulting Lenders and\/or
\nCash Collateral will be provided by the Borrower in accordance with Section
\n2.19(b)(ii), and participating interests in any new Swingline Loan shall be
\nallocated among non-Defaulting Lenders in a manner consistent with Section
\n2.19(b)(i) (and such Defaulting Lender shall not participate therein);<\/p>\n

(c) any payment of principal, interest, fees or other amounts received by the
\nAdministrative Agent for the account of a Defaulting Lender (whether voluntary
\nor mandatory, at maturity, pursuant to Article 6 or otherwise) shall be applied
\nat such time or times as may be determined by the Administrative Agent as
\nfollows:<\/p>\n

(i) first, to the payment of any amounts owing by such Defaulting Lender to
\nthe Administrative Agent hereunder;<\/p>\n

38<\/p>\n

\n

<\/p>\n

(ii) second, to the payment on a pro rata basis of any amounts owing by such
\nDefaulting Lender to any Issuing Lender or Swingline Lender hereunder;<\/p>\n

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

(iv) fourth, as the Borrower may request (so long as no Default exists), to
\nthe funding of any Loan in respect of which such Defaulting Lender has failed to
\nfund its portion thereof as required by this Agreement, as determined by the
\nAdministrative Agent;<\/p>\n

(v) fifth, if so determined by the Administrative Agent and the Company, to
\nbe held in a deposit account and released pro rata in order to (x) satisfy such
\nDefaulting Lender153s potential future funding obligations with respect to Loans
\nunder this Agreement and (y) Cash Collateralize the future Letter of Credit
\nLiabilities and Swingline Exposure of such Defaulting Lender with respect to
\nfuture Letters of Credit issued under this Agreement, in accordance with Section
\n2.19(b);<\/p>\n

(vi) sixth, to the payment of any amounts owing to the Lenders, the Issuing
\nLenders or Swingline Lender as a result of any judgment of a court of competent
\njurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender
\nagainst such Defaulting Lender as a result of such Defaulting Lender153s breach of
\nits obligations under this Agreement;<\/p>\n

(vii) seventh, so long as no Default exists, to the payment of any amounts
\nowing to any Borrower as a result of any judgment of a court of competent
\njurisdiction obtained by any Borrower against such Defaulting Lender as a result
\nof such Defaulting Lender153s breach of its obligations under this Agreement; and\n<\/p>\n

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

39<\/p>\n

\n

<\/p>\n

Any payments, prepayments or other amounts paid or payable to a Defaulting
\nLender that are applied (or held) to pay amounts owed by a Defaulting Lender or
\nto post Cash Collateral pursuant to this Section 2.19(c) shall be deemed paid to
\nand redirected by such Defaulting Lender, and each Lender irrevocably consents
\nhereto; and<\/p>\n

(d) in the event that the Administrative Agent, the Company and the Issuing
\nLenders agree that a Defaulting Lender has adequately remedied all matters that
\ncaused such Lender to be a Defaulting Lender, then the Letter of Credit
\nLiabilities of the Lenders shall be readjusted to reflect the inclusion of such
\nLender153s Commitment and on such date such Lender shall purchase at par such of
\nthe Loans of the other Lenders as the Administrative Agent shall determine may
\nbe necessary in order for such Lender to hold such Loans in accordance with its
\nPercentage; provided<\/em>, that no adjustments will be made retroactively
\nwith respect to fees accrued or payments made by or on behalf of the Borrower
\nwhile such Lender was a Defaulting Lender; and provided, further, <\/em>that
\nexcept to the extent otherwise expressly agreed by the affected parties, no
\nchange hereunder from Defaulting Lender to Lender will constitute a waiver or
\nrelease of any claim of any party hereunder arising from that Lender153s having
\nbeen a Defaulting Lender.<\/p>\n

ARTICLE 3
\nCONDITIONS<\/p>\n

Section 3.01. Initial Effective Date. <\/em>This Agreement shall become
\neffective on the date that each of the following conditions shall have been
\nsatisfied (or waived in accordance with Section 9.05(a)):<\/p>\n

(a) receipt by the Administrative Agent of counterparts hereof signed by each
\nof the parties hereto (or, in the case of any party as to which an executed
\ncounterpart shall not have been received, receipt by the Administrative Agent in
\nform satisfactory to it of facsimile or other written confirmation from such
\nparty of execution of a counterpart hereof by such party);<\/p>\n

(b) receipt by the Administrative Agent of (i) an opinion of internal counsel
\nof each Borrower, substantially in the form of Exhibit B hereto and (ii) an
\nopinion of Robinson, Bradshaw & Hinson, P.A., special counsel for the
\nBorrowers, substantially in the form of Exhibit C hereto, and, in each case,
\ncovering such additional matters relating to the transactions contemplated
\nhereby as the Required Lenders may reasonably request;<\/p>\n

(c) receipt by the Administrative Agent of a certificate signed by a Vice
\nPresident, the Treasurer, an Assistant Treasurer or the Controller of the
\nCompany, dated the Initial Effective Date, to the effect set forth in clauses
\n(c) and (d) of Section 3.03 (without giving effect to the parenthetical in such
\nclause (d));<\/p>\n

40<\/p>\n

\n

<\/p>\n

(d) receipt by the Administrative Agent of all documents it may have
\nreasonably requested prior to the date hereof relating to the existence of the
\nBorrowers, the corporate authority for and the validity of this Agreement and
\nthe Notes, and any other matters relevant hereto, all in form and substance
\nsatisfactory to the Administrative Agent;<\/p>\n

(e) receipt by the Administrative Agent of evidence satisfactory to it that
\nthe upfront fees, arrangement fees, administrative agency fees and expenses
\npayable by the Company and the Borrowers on the Initial Effective Date have been
\npaid; and<\/p>\n

(f) receipt by the Administrative Agent of evidence reasonably satisfactory
\nto it that all principal of any loans outstanding under, and all accrued
\ninterest and fees under, the Existing Credit Agreement shall have been paid in
\nfull;<\/p>\n

provided<\/em> that the Commitments shall not become effective unless all
\nof the foregoing conditions are satisfied not later than December 31, 2011. The
\nAdministrative Agent shall promptly notify the Company and the Lenders of the
\nInitial Effective Date, and such notice shall be conclusive and binding on all
\nparties hereto.<\/p>\n

Section 3.02. Second Effective Date. <\/em>The Delayed Additional
\nCommitments shall become effective on the date that each of the following
\nconditions shall have been satisfied (or waived in accordance with Section
\n9.05(a)):<\/p>\n

(a) the Merger Effective Date shall have occurred;<\/p>\n

(b) receipt by the Administrative Agent of counterparts of the Joinder
\nAgreement signed by each of the Progress Borrowers (or, in the case of any party
\nas to which an executed counterpart shall not have been received, receipt by the
\nAdministrative Agent in form satisfactory to it of facsimile or other written
\nconfirmation from such party of execution of a counterpart hereof by such
\nparty);<\/p>\n

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

(d) receipt by the Administrative Agent of (i) a certificate signed by a Vice
\nPresident, the Treasurer, an Assistant Treasurer or the Controller of the
\nCompany, dated the Second Effective Date, to the effect set forth in clause (c)
\nof Section 3.03 with respect to the Company and (ii) a certificate signed by a
\nVice President, the Treasurer, an Assistant Treasurer or the Controller of the
\nProgress<\/p>\n

41<\/p>\n

\n

<\/p>\n

Borrowers, dated the Second Effective Date, to the effect set forth in
\nclauses (c) and (d) of Section 3.03 (without giving effect to the parenthetical
\nin such clause (d)) with respect to the Progress Borrowers;<\/p>\n

(e) receipt by the Administrative Agent of evidence reasonably satisfactory
\nto it that all principal of any loans outstanding under, and all accrued
\ninterest and fees under, the Existing Progress Credit Agreements and the
\nExisting Progress Parent LC Facility shall have been paid in full;<\/p>\n

(f) receipt by the Administrative Agent of the executed Progress Energy, Inc.
\nConsent in the form attached hereto as Exhibit I;<\/p>\n

(g) receipt by the Administrative Agent of all documents it may have
\nreasonably requested relating to the existence of the Progress Borrowers, the
\ncorporate authority for and the validity of this Agreement and the Notes, and
\nany other matters relevant hereto, all in form and substance satisfactory to the
\nAdministrative Agent; and<\/p>\n

(h) receipt by the Administrative Agent of evidence satisfactory to it that
\nthe upfront fees, ticking fees and expenses payable by the Company on the Second
\nEffective Date have been paid;<\/p>\n

provided<\/em> that the Delayed Additional Commitments shall not become
\neffective unless all of the foregoing conditions are satisfied not later than
\nJuly 8, 2012. The Administrative Agent shall promptly notify the Company and the
\nLenders of the Second Effective Date, and such notice shall be conclusive and
\nbinding on all parties hereto.<\/p>\n

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

(a) receipt by the Administrative Agent of a Notice of Borrowing as required
\nby Section 2.02, receipt by the Issuing Lender of a Notice of Issuance as
\nrequired by Section 2.15(b), or receipt by the Swingline Lender of notice as
\nrequired by Section 2.18(b), as the case may be;<\/p>\n

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

42<\/p>\n

\n

<\/p>\n

(c) the fact that, immediately after such Borrowing or issuance of such
\nLetter of Credit, no Default with respect to the Borrower shall have occurred
\nand be continuing; and<\/p>\n

(d) the fact that the representations and warranties of the Borrower
\ncontained in this Agreement (except the representations and warranties set forth
\nin Sections 4.04(c) and 4.06) shall be true on and as of the date of such
\nBorrowing or issuance of such Letter of Credit.<\/p>\n

Each Borrowing and issuance of a Letter of Credit hereunder shall be deemed
\nto be a representation and warranty by the Borrower on the date of such
\nBorrowing or issuance as to the facts specified in clauses (b), (c) and (d) of
\nthis Section.<\/p>\n

ARTICLE 4
\nREPRESENTATIONS AND WARRANTIES<\/p>\n

Each Borrower, severally but not jointly, represents and warrants that:<\/p>\n

Section 4.01. Organization and Power. <\/em>Such Borrower is duly
\norganized, validly existing and in good standing under the laws of the
\njurisdiction of its organization and has all requisite powers and all material
\ngovernmental licenses, authorizations, consents and approvals required to carry
\non its business as now conducted and is duly qualified to do business in each
\njurisdiction where such qualification is required, except where the failure so
\nto qualify would not have a material adverse effect on the business, financial
\nposition or results of operations of such Borrower and its Consolidated
\nSubsidiaries, considered as a whole.<\/p>\n

Section 4.02. Corporate and Governmental Authorization; No Contravention.
\n<\/em>The execution, delivery and performance by such Borrower of this Agreement
\nand the Notes are within such Borrower153s powers, have been duly authorized by
\nall necessary company action, require no action by or in respect of, or filing
\nwith, any Governmental Authority (except for consents, authorizations or filings
\nwhich have been obtained or made, as the case may be, and are in full force and
\neffect) and do not contravene, or constitute a default under, any provision of
\napplicable law or regulation or of the articles of incorporation, by-laws,
\ncertificate of formation or the limited liability company agreement of such
\nBorrower or of any material agreement, judgment, injunction, order, decree or
\nother instrument binding upon such Borrower or result in the creation or
\nimposition of any Lien on any asset of such Borrower or any of its Material
\nSubsidiaries.<\/p>\n

Section 4.03. Binding Effect. <\/em>This Agreement constitutes a valid and
\nbinding agreement of such Borrower and each Note, if and when executed and
\ndelivered by it in accordance with this Agreement, will constitute a valid and
\nbinding obligation of such Borrower, in each case enforceable in accordance with\n<\/p>\n

43<\/p>\n

\n

<\/p>\n

its terms, except as the same may be limited by bankruptcy, insolvency or
\nsimilar laws affecting creditors153 rights generally and by general principles of
\nequity.<\/p>\n

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

(b) The unaudited consolidated balance sheet of such Borrower and its
\nConsolidated Subsidiaries as of September 30, 2011 and the related unaudited
\nconsolidated statements of income and cash flows for the nine months then ended,
\ncopies of which have been delivered to each of the Lenders by using such
\nBorrower153s Syndtrak site or otherwise made available, fairly present in all
\nmaterial respects, in conformity with generally accepted accounting principles
\napplied on a basis consistent with the financial statements referred to in
\nsubsection (a) of this Section, the consolidated financial position of such
\nBorrower and its Consolidated Subsidiaries as of such date and their
\nconsolidated results of operations and changes in financial position for such
\nnine-month period (subject to normal year-end adjustments and the absence of
\nfootnotes).<\/p>\n

(c) Since December 31, 2010, there has been no material adverse change in the
\nbusiness, financial position or results of operations of such Borrower and its
\nConsolidated Subsidiaries, considered as a whole, except as publicly disclosed
\nprior to the Initial Effective Date.<\/p>\n

Section 4.05. Regulation U. <\/em>Such Borrower and its Material
\nSubsidiaries are not engaged in the business of extending credit for the purpose
\nof purchasing or carrying margin stock (within the meaning of Regulation U
\nissued by the Board of Governors of the Federal Reserve System) and no proceeds
\nof any Borrowing by and no issuance of Letters of Credit for the account of such
\nBorrower will be used to purchase or carry any margin stock or to extend credit
\nto others for the purpose of purchasing or carrying any margin stock. Not more
\nthan 25% of the value of the assets of such Borrower and its Material
\nSubsidiaries is represented by margin stock.<\/p>\n

Section 4.06. Litigation. <\/em>Except as publicly disclosed prior to the
\nInitial Effective Date, there is no action, suit or proceeding pending against,
\nor to the knowledge of such Borrower threatened against or affecting, such
\nBorrower or any of its Subsidiaries before any court or arbitrator or any
\nGovernmental Authority which would be likely to be decided adversely to such
\nBorrower or such Subsidiary and, as a result, have a material adverse effect
\nupon the business,<\/p>\n

44<\/p>\n

\n

<\/p>\n

consolidated financial position or results of operations of such Borrower and
\nits Consolidated Subsidiaries, considered as a whole, or which in any manner
\ndraws into question the validity of this Agreement or any Note.<\/p>\n

Section 4.07. Compliance with Laws. <\/em>Such Borrower and each of its
\nMaterial Subsidiaries is in compliance in all material respects with all
\napplicable laws, ordinances, rules, regulations and requirements of Governmental
\nAuthorities (including, without limitation, ERISA and Environmental Laws) except
\nwhere (i) non-compliance would not have a material adverse effect on the
\nbusiness, financial position or results of operations of such Borrower and its
\nConsolidated Subsidiaries, considered as a whole, or (ii) the necessity of
\ncompliance therewith is contested in good faith by appropriate proceedings.<\/p>\n

Section 4.08. Taxes. <\/em>Such Borrower and its Material Subsidiaries
\nhave filed all United States Federal income tax returns and all other material
\ntax returns which are required to be filed by them and have paid all taxes due
\npursuant to such returns or pursuant to any assessment received by such Borrower
\nor any such Material Subsidiary except (i) where nonpayment would not have a
\nmaterial adverse effect on the business, financial position or results of
\noperations of such Borrower and its Consolidated Subsidiaries, considered as a
\nwhole, or (ii) where the same are contested in good faith by appropriate
\nproceedings. The charges, accruals and reserves on the books of such Borrower
\nand its Material Subsidiaries in respect of taxes or other governmental charges
\nare, in the opinion of such Borrower, adequate.<\/p>\n

ARTICLE 5
\nCOVENANTS<\/p>\n

Each Borrower, severally but not jointly, agrees that, so long as any Lender
\nhas any Commitment hereunder with respect to such Borrower or any amount payable
\nhereunder remains unpaid by such Borrower or any Letter of Credit Liabilities
\nremain outstanding (unless such Letter of Credit Liabilities have been Cash
\nCollateralized):<\/p>\n

Section 5.01. Information. <\/em>Such Borrower will deliver to each of the
\nLenders:<\/p>\n

(a) as soon as available and in any event within 120 days after the end of
\neach fiscal year of such Borrower, a consolidated balance sheet of such Borrower
\nand its Consolidated Subsidiaries as of the end of such fiscal year and the
\nrelated consolidated statements of income, cash flows, capitalization and
\nretained earnings for such fiscal year, setting forth in each case in
\ncomparative form the figures for the previous fiscal year, all reported on in a
\nmanner consistent with past practice and with applicable requirements of the
\nSecurities and Exchange Commission by Deloitte & Touche or other independent
\npublic accountants of nationally recognized standing;<\/p>\n

45<\/p>\n

\n

<\/p>\n

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

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

(d) within five days after any officer of such Borrower with responsibility
\nrelating thereto obtains knowledge of any Default, if such Default is then
\ncontinuing, a certificate of an Approved Officer of such Borrower setting forth
\nthe details thereof and the action which such Borrower is taking or proposes to
\ntake with respect thereto;<\/p>\n

(e) promptly upon the filing thereof, copies of all registration statements
\n(other than the exhibits thereto and any registration statements on Form S-8 or
\nits equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents)
\nwhich such Borrower shall have filed with the Securities and Exchange
\nCommission;<\/p>\n

(f) if and when any member of such Borrower153s ERISA Group (i) gives or is
\nreasonably expected to give notice to the PBGC of any “reportable
\nevent<\/strong>” (as defined in Section 4043 of ERISA) with respect to any
\nMaterial Plan which might constitute grounds for a termination of such Plan
\nunder Title IV of ERISA, or knows that the plan administrator of any Material
\nPlan has given or is required to give notice of any such reportable event, a
\ncopy of the notice of such reportable event given or required to be given to the
\nPBGC; (ii) receives notice of complete or partial withdrawal liability under
\nTitle IV of ERISA or notice that any Material Plan is in reorganization, is
\ninsolvent or has been terminated, a copy of such notice; (iii) receives notice
\nfrom the PBGC under Title IV of ERISA of an intent to terminate, impose material
\nliability (other than for premiums under Section 4007 of ERISA) in respect of,
\nor appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
\nfor a waiver of the minimum funding standard under Section 412 of the Internal
\nRevenue Code, a copy of such application; (v) gives notice of intent to
\nterminate any Material Plan under Section 4041(c) of ERISA, a<\/p>\n

46<\/p>\n

\n

<\/p>\n

copy of such notice and other information filed with the PBGC; (vi) gives
\nnotice of withdrawal from any Material Plan pursuant to Section 4063 of ERISA, a
\ncopy of such notice; (vii) receives notice of the cessation of operations at a
\nfacility of any member of the ERISA Group in the circumstances described in
\nSection 4062(e) of ERISA; or (viii) fails to make any payment or contribution to
\nany Material Plan or makes any amendment to any Material Plan which has resulted
\nor could result in the imposition of a Lien or the posting of a bond or other
\nsecurity, a certificate of the chief financial officer or the chief accounting
\nofficer of such Borrower setting forth details as to such occurrence and action,
\nif any, which such Borrower or applicable member of the ERISA Group is required
\nor proposes to take;<\/p>\n

(g) promptly, notice of any change in the ratings of such Borrower referred
\nto in the Pricing Schedule; and<\/p>\n

(h) from time to time such additional information regarding the financial
\nposition or business of such Borrower and its Subsidiaries as the Administrative
\nAgent, at the request of any Lender, may reasonably request.<\/p>\n

Information required to be delivered pursuant to these Sections 5.01(a),
\n5.01(b) and 5.01(e) shall be deemed to have been delivered on the date on which
\nsuch information has been posted on the Securities and Exchange Commission
\nwebsite on the Internet at sec.gov\/edaux\/searches.htm, on such Borrower153s
\nSyndtrak site or at another website identified in a notice from such Borrower to
\nthe Lenders and accessible by the Lenders without charge; provided
\n<\/em>that (i) a certificate delivered pursuant to Section 5.01(c) shall also be
\ndeemed to have been delivered upon being posted to such Borrower153s Syndtrak site
\nand (ii) such Borrower shall deliver paper copies of the information referred to
\nin Sections 5.01(a), 5.01(b) and 5.01(e) to any Lender which requests such
\ndelivery.<\/p>\n

Section 5.02. Payment of Taxes. <\/em>Such Borrower will pay and
\ndischarge, and will cause each of its Material Subsidiaries to pay and
\ndischarge, at or before maturity, all their tax liabilities, except where (i)
\nnonpayment would not have a material adverse effect on the business, financial
\nposition or results of operations of such Borrower and its Consolidated
\nSubsidiaries, considered as a whole, or (ii) the same may be contested in good
\nfaith by appropriate proceedings, and will maintain, and will cause each of its
\nMaterial Subsidiaries to maintain, in accordance with generally accepted
\naccounting principles, appropriate reserves for the accrual of any of the same.\n<\/p>\n

Section 5.03. Maintenance of Property; Insurance. <\/em>(a) Such Borrower
\nwill keep, and will cause each of its Material Subsidiaries to keep, all
\nproperty necessary in its business in good working order and condition, ordinary
\nwear and tear excepted, except where the failure to do so would not have a
\nmaterial adverse effect on the business, financial position or results of
\noperations of such Borrower and its Consolidated Subsidiaries, considered as a
\nwhole.<\/p>\n

47<\/p>\n

\n

<\/p>\n

(b) Such Borrower will, and will cause each of its Material Subsidiaries to,
\nmaintain (either in the name of such Borrower or in such Subsidiary153s own name)
\nwith financially sound and responsible insurance companies, insurance on all
\ntheir respective properties in at least such amounts and against at least such
\nrisks (and with such risk retention) as are usually insured against by companies
\nof established repute engaged in the same or a similar business;
\nprovided<\/em> that self-insurance by such Borrower or any such Material
\nSubsidiary, shall not be deemed a violation of this covenant to the extent that
\ncompanies engaged in similar businesses and owning similar properties
\nself-insure; and will furnish to the Lenders, upon request from the
\nAdministrative Agent, information presented in reasonable detail as to the
\ninsurance so carried.<\/p>\n

Section 5.04. Maintenance of Existence. <\/em>Such Borrower will preserve,
\nrenew and keep in full force and effect, and will cause each of its Material
\nSubsidiaries to preserve, renew and keep in full force and effect their
\nrespective corporate or other legal existence and their respective rights,
\nprivileges and franchises material to the normal conduct of their respective
\nbusinesses; provided<\/em> that nothing in this Section 5.04 shall prohibit
\nthe termination of any right, privilege or franchise of such Borrower or any
\nsuch Material Subsidiary or of the corporate or other legal existence of any
\nsuch Material Subsidiary, or the change in form of organization of such Borrower
\nor any such Material Subsidiary, if such Borrower in good faith determines that
\nsuch termination or change is in the best interest of such Borrower, is not
\nmaterially disadvantageous to the Lenders and, in the case of a change in the
\nform of organization of such Borrower, the Administrative Agent has consented
\nthereto.<\/p>\n

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

Section 5.06. Books and Records. <\/em>Such Borrower will keep, and will
\ncause each of its Material Subsidiaries to keep, proper books of record and
\naccount in which full, true and correct entries shall be made of all financial
\ntransactions in relation to its business and activities in accordance with its
\ncustomary practices; and will permit, and will cause each such Material
\nSubsidiary to permit, representatives of any Lender at such Lender153s expense
\n(accompanied by a representative of such Borrower, if such Borrower so desires)
\nto visit any of their respective properties, to examine any of their respective
\nbooks and records and to discuss their respective affairs, finances and accounts
\nwith their respective officers, employees and independent public accountants,
\nall upon such reasonable notice, at such reasonable times and as often as may
\nreasonably be desired.<\/p>\n

48<\/p>\n

\n

<\/p>\n

Section 5.07. Negative Pledge. <\/em>Such Borrower will not create, assume
\nor suffer to exist any Lien on any asset now owned or hereafter acquired by it,
\nexcept:<\/p>\n

(a) Liens granted by such Borrower existing as of the Initial Effective Date,
\nsecuring Indebtedness outstanding on the date of this Agreement in an aggregate
\nprincipal amount not exceeding $100,000,000;<\/p>\n

(b) the Lien of such Borrower153s Mortgage Indenture (if any) securing
\nIndebtedness outstanding on the Initial Effective Date or issued thereafter;\n<\/p>\n

(c) any Lien on any asset of any Person existing at the time such Person is
\nmerged or consolidated with or into such Borrower and not created in
\ncontemplation of such event;<\/p>\n

(d) any Lien existing on any asset prior to the acquisition thereof by such
\nBorrower and not created in contemplation of such acquisition;<\/p>\n

(e) any Lien on any asset securing Indebtedness incurred or assumed for the
\npurpose of financing all or any part of the cost of acquiring such asset;
\nprovided<\/em> that such Lien attaches to such asset concurrently with or
\nwithin 180 days after the acquisition thereof;<\/p>\n

(f) any Lien arising out of the refinancing, extension, renewal or refunding
\nof any Indebtedness secured by any Lien permitted by any of the foregoing
\nclauses of this Section; provided<\/em> that such Indebtedness is not
\nincreased (except by accrued interest, prepayment premiums and fees and expenses
\nincurred in connection with such refinancing, extension, renewal or refunding)
\nand is not secured by any additional assets;<\/p>\n

(g) Liens for taxes, assessments or other governmental charges or levies not
\nyet due or which are being contested in good faith by appropriate proceedings
\nand with respect to which adequate reserves or other appropriate provisions are
\nbeing maintained in accordance with generally accepted accounting principles;\n<\/p>\n

(h) statutory Liens of landlords and Liens of carriers, warehousemen,
\nmechanics, materialmen and other Liens imposed by law, created in the ordinary
\ncourse of business and for amounts not past due for more than 60 days or which
\nare being contested in good faith by appropriate proceedings which are
\nsufficient to prevent imminent foreclosure of such Liens, are promptly
\ninstituted and diligently conducted and with respect to which adequate reserves
\nor other appropriate provisions are being maintained in accordance with
\ngenerally accepted accounting principles;<\/p>\n

(i) Liens incurred or deposits made in the ordinary course of business
\n(including, without limitation, surety bonds and appeal bonds) in connection
\nwith workers153 compensation, unemployment insurance and other types of social\n<\/p>\n

49<\/p>\n

\n

<\/p>\n

security benefits or to secure the performance of tenders, bids, leases,
\ncontracts (other than for the repayment of Indebtedness), statutory obligations
\nand other similar obligations or arising as a result of progress payments under
\ngovernment contracts;<\/p>\n

(j) easements (including, without limitation, reciprocal easement agreements
\nand utility agreements), rights-of-way, covenants, consents, reservations,
\nencroachments, variations and other restrictions, charges or encumbrances
\n(whether or not recorded) affecting the use of real property;<\/p>\n

(k) Liens with respect to judgments and attachments which do not result in an
\nEvent of Default;<\/p>\n

(l) Liens, deposits or pledges to secure the performance of bids, tenders,
\ncontracts (other than contracts for the payment of money), leases (permitted
\nunder the terms of this Agreement), public or statutory obligations, surety,
\nstay, appeal, indemnity, performance or other obligations arising in the
\nordinary course of business;<\/p>\n

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

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

(o) Liens not otherwise permitted by the foregoing clauses of this Section on
\nassets of such Borrower securing obligations in an aggregate principal or face
\namount at any date not to exceed (i) in the case of each of the Company and Duke
\nEnergy Carolinas, $750,000,000 and (ii) in the case of each other Borrower,
\n$150,000,000; and<\/p>\n

(p) Liens on the fuel used by the Progress Borrowers in their power
\ngenerating businesses.<\/p>\n

Section 5.08. Consolidations, Mergers and Sales of Assets. <\/em>Such
\nBorrower will not (i) consolidate or merge with or into any other Person or (ii)
\nsell, lease or otherwise transfer, directly or indirectly, Substantial Assets to
\nany Person (other than a Subsidiary of such Borrower); provided<\/em> that
\nsuch Borrower may merge with another Person if such Borrower is the Person
\nsurviving such merger and, after giving effect thereto, no Default shall have
\noccurred and be continuing.<\/p>\n

50<\/p>\n

\n

<\/p>\n

Section 5.09. Use of Proceeds. <\/em>The proceeds of the Loans made under
\nthis Agreement will be used by such Borrower for its general corporate purposes,
\nincluding liquidity support for commercial paper and acquisitions. None of such
\nproceeds will be used, directly or indirectly, for the purpose, whether
\nimmediate, incidental or ultimate, of buying or carrying any “margin
\nstock<\/strong>” within the meaning of Regulation U.<\/p>\n

Section 5.10. Indebtedness\/Capitalization Ratio. <\/em>The ratio of
\nConsolidated Indebtedness of such Borrower to Consolidated Capitalization of
\nsuch Borrower as at the end of any fiscal quarter of such Borrower will not
\nexceed 65%.<\/p>\n

ARTICLE 6
\nDEFAULTS<\/p>\n

Section 6.01. Events of Default. <\/em>If one or more of the following
\nevents (“Events of Default<\/strong>“) with respect to a particular
\nBorrower shall have occurred and be continuing:<\/p>\n

(a) such Borrower shall fail to pay when due any principal of any Loan to it
\nor any Reimbursement Obligation owed by it or shall fail to pay, within five
\ndays of the due date thereof, any interest, fees or any other amount payable by
\nit hereunder;<\/p>\n

(b) such Borrower shall fail to observe or perform any covenant contained in
\nSections 5.04, 5.07, 5.08, 5.10 or the second sentence of 5.09, inclusive;<\/p>\n

(c) such Borrower shall fail to observe or perform any covenant or agreement
\ncontained in this Agreement (other than those covered by clause (a) or (b)
\nabove) for 30 days after notice thereof has been given to such Borrower by the
\nAdministrative Agent at the request of any Lender;<\/p>\n

(d) any representation, warranty, certification or statement made by such
\nBorrower in this Agreement or in any certificate, financial statement or other
\ndocument delivered pursuant to this Agreement shall prove to have been incorrect
\nin any material respect when made (or deemed made);<\/p>\n

(e) such Borrower or any of its Material Subsidiaries shall fail to make any
\npayment in respect of Material Debt (other than Loans to and Reimbursement
\nObligations of such Borrower hereunder) when due or within any applicable grace
\nperiod;<\/p>\n

(f) any event or condition shall occur and shall continue beyond the
\napplicable grace or cure period, if any, provided with respect thereto so as to
\nresult in the acceleration of the maturity of Material Debt;<\/p>\n

51<\/p>\n

\n

<\/p>\n

(g) such Borrower or any of its Material Subsidiaries shall commence a
\nvoluntary case or other proceeding seeking liquidation, reorganization or other
\nrelief with respect to itself or its debts under any bankruptcy, insolvency or
\nother similar law now or hereafter in effect or seeking the appointment of a
\ntrustee, receiver, liquidator, custodian or other similar official of it or any
\nsubstantial part of its property, or shall consent to any such relief or to the
\nappointment of or taking possession by any such official in an involuntary case
\nor other proceeding commenced against it, or shall make a general assignment for
\nthe benefit of creditors, or shall admit in writing its inability to, or shall
\nfail generally to, pay its debts as they become due, or shall take any corporate
\naction to authorize any of the foregoing;<\/p>\n

(h) an involuntary case or other proceeding shall be commenced against such
\nBorrower or any of its Material Subsidiaries seeking liquidation, reorganization
\nor other relief with respect to it or its debts under any bankruptcy, insolvency
\nor other similar law now or hereafter in effect or seeking the appointment of a
\ntrustee, receiver, liquidator, custodian or other similar official of it or any
\nsubstantial part of its property, and such involuntary case or other proceeding
\nshall remain undismissed and unstayed for a period of 90 days; or an order for
\nrelief shall be entered against such Borrower or any of its Material
\nSubsidiaries under the federal bankruptcy laws as now or hereafter in effect;\n<\/p>\n

(i) any member of such Borrower153s ERISA Group shall fail to pay when due an
\namount or amounts aggregating in excess of $50,000,000 which it shall have
\nbecome liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
\nof intent to terminate a Plan or Plans of such ERISA Group having aggregate
\nUnfunded Vested Liabilities in excess of $100,000,000 (collectively, a
\n“Material Plan<\/strong>“) shall be filed under Title IV of ERISA by any
\nmember of such ERISA Group, any plan administrator or any combination of the
\nforegoing; or the PBGC shall institute proceedings under Title IV of ERISA to
\nterminate or to cause a trustee to be appointed to administer any such Material
\nPlan or a proceeding shall be instituted by a fiduciary of any such Material
\nPlan against any member of such ERISA Group to enforce Section 515 or 4219(c)(5)
\nof ERISA and such proceeding shall not have been dismissed within 90 days
\nthereafter; or a condition shall exist by reason of which the PBGC would be
\nentitled to obtain a decree adjudicating that any such Material Plan must be
\nterminated;<\/p>\n

(j) a judgment or other court order for the payment of money in excess of
\n$100,000,000 shall be rendered against such Borrower or any of its Material
\nSubsidiaries and such judgment or order shall continue without being vacated,
\ndischarged, satisfied or stayed or bonded pending appeal for a period of 45
\ndays; or<\/p>\n

(k) any person or group of persons (within the meaning of Section 13 or 14 of
\nthe Securities Exchange Act of 1934, as amended (the “Exchange
\nAct<\/strong>“)) other than trustees and participants in employee benefit plans
\nof the Company and<\/p>\n

52<\/p>\n

\n

<\/p>\n

its Subsidiaries or the Endowment or Trust, shall have acquired beneficial
\nownership (within the meaning of Rule 13d-3 promulgated by the Securities and
\nExchange Commission under the Exchange Act) of 50% or more of the outstanding
\nshares of common stock of the Company; during any period of twelve consecutive
\ncalendar months, individuals who were directors of the Company on the first day
\nof such period (together with (i) any directors appointed pursuant to the Merger
\nAgreement and (ii) any successors nominated or appointed by then incumbent
\ndirectors in the ordinary course) shall cease to constitute a majority of the
\nboard of directors of the Company; or in the case of any Borrower other than the
\nCompany, such Borrower shall cease to be a Subsidiary of the Company;<\/p>\n

then, and in every such event, the Administrative Agent shall (i) if
\nrequested by Lenders having more than 66-2\/3% in aggregate amount of the
\nCommitments, by notice to such Borrower terminate the Commitments as to such
\nBorrower and they shall thereupon terminate, and such Borrower shall no longer
\nbe entitled to borrow hereunder, and the Sublimit of such Borrower shall be
\nreduced to zero, and (ii) if requested by Lenders holding more than 66-2\/3% in
\naggregate principal amount of the Loans and Reimbursement Obligations of such
\nBorrower, by notice to such Borrower declare such Loans and Reimbursement
\nObligations (together with accrued interest thereon) to be, and such Loans and
\nReimbursement Obligations (together with accrued interest thereon) shall
\nthereupon become, immediately due and payable without presentment, demand,
\nprotest or other notice of any kind, all of which are hereby waived by each
\nBorrower; provided<\/em> that in the case of any of the Events of Default
\nspecified in clause (g) or (h) above with respect to such Borrower, without any
\nnotice to such Borrower or any other act by the Administrative Agent or the
\nLenders, the Commitments shall thereupon terminate with respect to such Borrower
\nand the Loans and Reimbursement Obligations of such Borrower (together with
\naccrued interest thereon) shall become immediately due and payable without
\npresentment, demand, protest or other notice of any kind, all of which are
\nhereby waived by each Borrower.<\/p>\n

Section 6.02. Notice of Default. <\/em>The Administrative Agent shall give
\nnotice to a Borrower under Section 6.01(c) promptly upon being requested to do
\nso by any Lender and shall thereupon notify all the Lenders and the Issuing
\nLenders thereof.<\/p>\n

Section 6.03. Cash Collateral. <\/em>Each Borrower agrees, in addition to
\nthe provisions of Section 6.01 hereof, that upon the occurrence and during the
\ncontinuance of any Event of Default with respect to such Borrower, it shall, if
\nrequested by the Administrative Agent upon the instruction of the Lenders having
\nat least 66 2\/3% in the aggregate amount of the Commitments (or, if the
\nCommitments shall have been terminated, holding at least 66 2\/3% of the Letter
\nof Credit Liabilities for the account of such Borrower), Cash Collateralize all
\nLetters of Credit for the account of such Borrower then outstanding at such
\ntime; provided <\/em>that upon the occurrence of any Event of Default
\nspecified in Section 6.01(g) or 6.01(h) with respect to such Borrower, such
\nBorrower shall do so<\/p>\n

53<\/p>\n

\n

<\/p>\n

forthwith without any notice or demand or any other act by the Administrative
\nAgent or the Lenders.<\/p>\n

ARTICLE 7
\nTHE ADMINISTRATIVE AGENT<\/p>\n

Section 7.01. Appointment and Authorization. <\/em>Each Lender irrevocably
\nappoints and authorizes the Administrative Agent to take such action as agent on
\nits behalf and to exercise such powers under this Agreement and the Notes as are
\ndelegated to the Administrative Agent by the terms hereof or thereof, together
\nwith all such powers as are reasonably incidental thereto.<\/p>\n

Section 7.02. Administrative Agent and Affiliates. <\/em>Wells Fargo shall
\nhave the same rights and powers under this Agreement as any other Lender and may
\nexercise or refrain from exercising the same as though it were not the
\nAdministrative Agent, and Wells Fargo and its affiliates may accept deposits
\nfrom, lend money to, and generally engage in any kind of business with any
\nBorrower or any Subsidiary or affiliate of any Borrower as if it were not the
\nAdministrative Agent hereunder.<\/p>\n

Section 7.03. Action by Administrative Agent. <\/em>The obligations of the
\nAdministrative Agent hereunder are only those expressly set forth herein.
\nWithout limiting the generality of the foregoing, the Administrative Agent shall
\nnot be required to take any action with respect to any Default, except as
\nexpressly provided in Article 6.<\/p>\n

Section 7.04. Consultation with Experts. <\/em>The Administrative Agent
\nmay consult with legal counsel (who may be counsel for a Borrower), independent
\npublic accountants and other experts selected by it and shall not be liable for
\nany action taken or omitted to be taken by it in good faith in accordance with
\nthe advice of such counsel, accountants or experts.<\/p>\n

Section 7.05. Liability of Administrative Agent. <\/em>Neither the
\nAdministrative Agent nor any of its affiliates nor any of their respective
\ndirectors, officers, agents or employees shall be liable to any Lender for any
\naction taken or not taken by it in connection herewith (i) with the consent or
\nat the request of the Required Lenders or (ii) in the absence of its own gross
\nnegligence or willful misconduct. Neither the Administrative Agent nor any of
\nits affiliates nor any of their respective directors, officers, agents or
\nemployees shall be responsible for or have any duty to ascertain, inquire into
\nor verify (i) any statement, warranty or representation made in connection with
\nthis Agreement or any borrowing hereunder; (ii) the performance or observance of
\nany of the covenants or agreements of any Borrower; (iii) the satisfaction of
\nany condition specified in Article 3, except receipt of items required to be
\ndelivered to the Administrative Agent; or (iv) the validity, effectiveness or
\ngenuineness of this Agreement, the Notes or any other instrument or writing
\nfurnished in connection herewith. The<\/p>\n

54<\/p>\n

\n

<\/p>\n

Administrative Agent shall not incur any liability by acting in reliance upon
\nany notice, consent, certificate, statement, or other writing (which may be a
\nbank wire, facsimile or similar writing) believed by it in good faith to be
\ngenuine or to be signed by the proper party or parties. Without limiting the
\ngenerality of the foregoing, the use of the term “agent” in this Agreement with
\nreference to the Administrative Agent is not intended to connote any fiduciary
\nor other implied (or express) obligations arising under agency doctrine of any
\napplicable law. Instead, such term is used merely as a matter of market custom
\nand is intended to create or reflect only an administrative relationship between
\nindependent contracting parties.<\/p>\n

Section 7.06. Indemnification. <\/em>Each Lender shall, ratably in
\naccordance with its portion of the Aggregate Exposures, indemnify the
\nAdministrative Agent and its Related Parties (to the extent not reimbursed or
\nindemnified by the Borrowers) against any cost, expense (including counsel fees
\nand disbursements), claim, demand, action, loss, penalties or liability (except
\nsuch as result from such indemnitees153 gross negligence or willful misconduct)
\nthat such indemnitees may suffer or incur in connection with this Agreement or
\nany action taken or omitted by the Administrative Agent in its capacity as such,
\nor by any Related Party acting for the Administrative Agent in connection with
\nsuch capacity.<\/p>\n

Section 7.07. Credit Decision. <\/em>Each Lender acknowledges that it has,
\nindependently and without reliance upon any Agent or any other Lender, and based
\non such documents and information as it has deemed appropriate, made its own
\ncredit analysis and decision to enter into this Agreement. Each Lender also
\nacknowledges that it will, independently and without reliance upon any Agent or
\nany other Lender, and based on such documents and information as it shall deem
\nappropriate at the time, continue to make its own credit decisions in taking or
\nnot taking any action under this Agreement.<\/p>\n

Section 7.08. Successor Administrative Agent.<\/em><\/p>\n

(a) The Administrative Agent may resign at any time by giving notice thereof
\nto the Lenders and the Borrowers. Upon any such resignation, (i) the Company,
\nwith the consent of the Required Lenders (such consent not to be unreasonably
\nwithheld or delayed), or (ii) if an Event of Default has occurred and is
\ncontinuing, then the Required Lenders, shall have the right to appoint a
\nsuccessor Administrative Agent. If no successor Administrative Agent shall have
\nbeen so appointed, and shall have accepted such appointment, within 30 days
\nafter the retiring Administrative Agent gives notice of resignation, then the
\nretiring Administrative Agent may, on behalf of the Lenders, appoint a successor
\nAdministrative Agent, which shall be a commercial bank organized or licensed
\nunder the laws of the United States of America or of any State thereof and
\nhaving a combined capital and surplus of at least $250,000,000.<\/p>\n

(b) If the Person serving as Administrative Agent is a Defaulting Lender, (i)
\nthe Company, with the consent of the Required Lenders (such consent<\/p>\n

55<\/p>\n

\n

<\/p>\n

not to be unreasonably withheld or delayed), or (ii) if an Event of Default
\nhas occurred and is continuing, then the Required Lenders, shall have the right
\nto appoint a successor Administrative Agent.<\/p>\n

(c) Upon the acceptance of its appointment as Administrative Agent hereunder
\nby a successor Administrative Agent, such successor Administrative Agent shall
\nthereupon succeed to and become vested with all the rights, duties and
\nobligations of the retiring Administrative Agent, and the retiring
\nAdministrative Agent shall be discharged from its duties and obligations
\nhereunder; provided<\/em> that if such successor Administrative Agent is
\nappointed without the consent of the Company, such successor Administrative
\nAgent may be replaced by the Company with the consent of the Required Lenders so
\nlong as no Event of Default has occurred and is continuing at the time. After
\nany retiring Administrative Agent153s resignation or removal hereunder as
\nAdministrative Agent, the provisions of this Article shall inure to its benefit
\nas to any actions taken or omitted to be taken by it while it was Administrative
\nAgent.<\/p>\n

(d) The fees payable by the Company to any successor Administrative Agent
\nshall be the same as those payable to its predecessor unless otherwise agreed
\nbetween the Company and such successor.<\/p>\n

Section 7.09. Administrative Agent153s Fee. <\/em>The Company shall pay to
\nthe Administrative Agent for its own account fees in the amounts and at the
\ntimes previously agreed upon between the Company and the Administrative Agent.\n<\/p>\n

Section 7.10. Other Agents. <\/em>None of the Co-Syndication Agents or the
\nCo-Documentation Agents, in their respective capacities as such, shall have any
\nduties or obligations of any kind under this Agreement.<\/p>\n

ARTICLE 8
\nCHANGE IN CIRCUMSTANCES<\/p>\n

Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
\n<\/em>If on or prior to the first day of any Interest Period for any Euro-Dollar
\nBorrowing:<\/p>\n

(a) the Administrative Agent is advised by the Euro-Dollar Reference Lenders
\nthat deposits in dollars (in the applicable amounts) are not being offered to
\nthe Euro-Dollar Reference Lenders or financial institutions in general in the
\nrelevant market for such Interest Period, or<\/p>\n

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

56<\/p>\n

\n

<\/p>\n

the Administrative Agent shall forthwith give notice thereof to the Borrowers
\nand the Lenders, whereupon until the Administrative Agent notifies the Borrowers
\nthat the circumstances giving rise to such suspension no longer exist, (i) the
\nobligations of the Lenders to make Euro-Dollar Loans or to continue or convert
\noutstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each
\noutstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
\nlast day of the then current Interest Period applicable thereto. Unless the
\nBorrower notifies the Administrative Agent at least one Domestic Business Day
\nbefore the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has
\npreviously been given that it elects not to borrow on such date, such Borrowing
\nshall instead be made as a Base Rate Borrowing.<\/p>\n

Section 8.02. Illegality. <\/em>If any Change In Law shall make it
\nunlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to
\nmake, maintain or fund any of its Euro-Dollar Loans and such Lender shall so
\nnotify the Administrative Agent, the Administrative Agent shall forthwith give
\nnotice thereof to the other Lenders and the Borrowers, whereupon until such
\nLender notifies the Borrowers and the Administrative Agent that the
\ncircumstances giving rise to such suspension no longer exist, the obligation of
\nsuch Lender to make Euro-Dollar Loans, or to continue or convert outstanding
\nLoans as or into Euro-Dollar Loans, shall be suspended. Before giving any notice
\nto the Administrative Agent pursuant to this Section, such Lender shall
\ndesignate a different Euro-Dollar Lending Office if such designation will avoid
\nthe need for giving such notice and will not be otherwise disadvantageous to
\nsuch Lender in the good faith exercise of its discretion. If such notice is
\ngiven, each Euro-Dollar Loan of such Lender then outstanding shall be converted
\nto a Base Rate Loan either (a) on the last day of the then current Interest
\nPeriod applicable to such Euro-Dollar Loan if such Lender may lawfully continue
\nto maintain and fund such Loan to such day or (b) immediately if such Lender
\nshall determine that it may not lawfully continue to maintain and fund such Loan
\nto such day.<\/p>\n

Section 8.03. Increased Cost and Reduced Return. <\/em>(a) If any Change
\nIn Law (i) shall impose, modify or deem applicable any reserve, special deposit,
\ncompulsory loan, insurance charge or similar requirement (including, without
\nlimitation, any such requirement imposed by the Board of Governors of the
\nFederal Reserve System, but excluding with respect to any Euro-Dollar Loan any
\nsuch requirement included in an applicable Euro-Dollar Reserve Percentage)
\nagainst assets of, deposits with or for the account of, or credit extended by,
\nany Lender (or its Applicable Lending Office); (ii) shall subject any Lender or
\nAgent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii),
\n(iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection
\nIncome Taxes) on its loans, loan principal, letters of credit, commitments, or
\nother obligations, or its deposits, reserves, other liabilities or capital
\nattributable thereto; or (iii) shall impose on any Lender (or its Applicable
\nLending Office) or on the London interbank market any other condition, cost or
\nexpense affecting its Euro-Dollar Loans, its Note or its obligation to make
\nEuro-Dollar Loans or its obligations<\/p>\n

57<\/p>\n

\n

<\/p>\n

hereunder in respect of Letters of Credit and the result of any of the
\nforegoing is to increase the cost to such Lender (or its Applicable Lending
\nOffice) of making or maintaining any Euro-Dollar Loan (or, in the case of an
\nadoption or change with respect to taxes, any Loan) or of issuing or
\nparticipating in any Letter of Credit, or to reduce the amount of any sum
\nreceived or receivable by such Lender (or its Applicable Lending Office) under
\nthis Agreement or under its Note with respect thereto, by an amount deemed by
\nsuch Lender to be material, then, within 15 days after demand by such Lender
\n(with a copy to the Administrative Agent), each Borrower shall pay to such
\nLender its Appropriate Share of such additional amount or amounts as will
\ncompensate such Lender for such increased cost or reduction; provided<\/em>
\nthat no such amount shall be payable with respect to any period commencing more
\nthan 90 days prior to the date such Lender first notifies the Borrowers of its
\nintention to demand compensation therefor under this Section 8.03(a).<\/p>\n

(b) If any Lender shall have determined that any Change In Law has or would
\nhave the effect of reducing the rate of return on capital of such Lender (or its
\nParent) as a consequence of such Lender153s obligations hereunder to a level below
\nthat which such Lender (or its Parent) could have achieved but for such Change
\nIn Law (taking into consideration its policies with respect to capital adequacy)
\nby an amount deemed by such Lender to be material, then from time to time,
\nwithin 15 days after demand by such Lender (with a copy to the Administrative
\nAgent), each Borrower shall pay to such Lender its Appropriate Share of such
\nadditional amount or amounts as will compensate such Lender (or its Parent) for
\nsuch reduction; provided<\/em> that no such amount shall be payable with
\nrespect to any period commencing less than 30 days after the date such Lender
\nfirst notifies the Borrowers of its intention to demand compensation under this
\nSection 8.03(b).<\/p>\n

(c) Each Lender will promptly notify the Borrowers and the Administrative
\nAgent of any event of which it has knowledge, occurring after the date hereof,
\nwhich will entitle such Lender to compensation pursuant to this Section and will
\ndesignate a different Applicable Lending Office if such designation will avoid
\nthe need for, or reduce the amount of, such compensation and will not, in the
\njudgment of such Lender, be otherwise disadvantageous to such Lender. A
\ncertificate of any Lender claiming compensation under this Section and setting
\nforth the additional amount or amounts to be paid to it hereunder shall be
\nconclusive in the absence of manifest error. In determining such amount, such
\nLender may use any reasonable averaging and attribution methods.<\/p>\n

(d) The “Appropriate Share<\/strong>” of a Borrower with respect to
\nany amount payable hereunder is the sum of (i) to the extent such amount is
\nproperly allocable to Loans and Letters of Credit outstanding hereunder, the
\nportion of such amount properly allocable to the Loans and Letter of Credit
\noutstanding to or for the account of such Borrower, and (ii) to the extent such
\namount is not properly allocable to Loans and Letters of Credit outstanding
\nhereunder, the<\/p>\n

58<\/p>\n

\n

<\/p>\n

Appropriate Share shall be the product of the Availability Percentage of such
\nBorrower and such amount.<\/p>\n

Section 8.04. Taxes. <\/em>(a) For purposes of this Section 8.04 the
\nfollowing terms have the following meanings:<\/p>\n

“FATCA<\/strong>” means Sections 1471 through 1474 of the Internal
\nRevenue Code, as of the date of this Agreement (or any amended or successor
\nversion that is substantially comparable) and any current or future regulations
\nor official interpretations thereof.<\/p>\n

“Taxes<\/strong>” means any and all present or future taxes, duties,
\nlevies, imposts, deductions, charges or withholdings with respect to any payment
\nby or on account of any obligation of a Borrower pursuant to this Agreement or
\nany Note, and all liabilities with respect thereto, excluding<\/em> (i) in
\nthe case of each Lender and the Administrative Agent, taxes imposed on its
\nincome, net worth or gross receipts and franchise or similar taxes imposed on it
\nby a jurisdiction under the laws of which such Lender or the Administrative
\nAgent (as the case may be) is organized or in which its principal executive
\noffice is located or, in the case of each Lender, in which its Applicable
\nLending Office is located, (ii) in the case of each Lender, any United States
\nwithholding tax imposed on such payments except to the extent that (A) such
\nLender is subject to United States withholding tax by reason of a U.S. Tax Law
\nChange or (B) in the case of a Lender not listed on the signature pages hereof
\nor a Participant, amounts with respect to such Taxes were payable pursuant to
\nSection 8.04 to such Lender153s assignor or to such Participant153s participating
\nLender immediately before such Lender or Participant acquired the applicable
\ninterest in a Loan or Commitment; (iii) Taxes attributable to such Lender153s or
\nAdministrative Agent153s failure to comply with Section 8.04(d) or (e) and (iv)
\nany U.S. Federal withholding Taxes imposed under FATCA.<\/p>\n

“Other Taxes<\/strong>” means any present or future stamp or
\ndocumentary taxes and any other excise or property taxes, or similar charges or
\nlevies, which arise from any payment made pursuant to this Agreement or under
\nany Note or from the execution or delivery of, or otherwise with respect to,
\nthis Agreement or any Note.<\/p>\n

“U.S. Tax Law Change<\/strong>” means with respect to any Lender or
\nParticipant the occurrence (x) in the case of each Lender listed on the
\nsignature pages hereof, after the date of its execution and delivery of this
\nAgreement and (y) in the case of any other Lender, after the date such Lender
\nshall have become a Lender hereunder, and (z) in the case of each Participant,
\nafter the date such Participant became a Participant hereunder, of the adoption
\nof any applicable U.S. federal law, U.S. federal rule or U.S. federal regulation
\nrelating to taxation, or any change therein, or the entry into force,
\nmodification or revocation of any income tax convention or treaty to which the
\nUnited States is a party.<\/p>\n

59<\/p>\n

\n

<\/p>\n

(b) Any and all payments by or any account of any Borrower to or for the
\naccount of any Lender or the Administrative Agent hereunder or under any Note
\nshall be made without deduction for any Taxes or Other Taxes, except as required
\nby applicable law; provided that if any Borrower or the Administrative Agent
\nshall be required by law to deduct any Taxes or Other Taxes from any such
\npayments, (i) the sum payable by such Borrower shall be increased as necessary
\nso that after all required deductions are made (including deductions applicable
\nto additional sums payable under this Section 8.04) such Lender or the
\nAdministrative Agent (as the case may be) receives an amount equal to the sum it
\nwould have received had no such deductions been made, (ii) such Borrower or the
\nAdministrative Agent shall make such deductions, (iii) such Borrower or the
\nAdministrative Agent shall pay the full amount deducted to the relevant taxation
\nauthority or other authority in accordance with applicable law and (iv) if the
\nwithholding agent is the Borrower, such Borrower shall furnish to the
\nAdministrative Agent, at its address referred to in Section 9.01, the original
\nor a certified copy of a receipt evidencing payment thereof.<\/p>\n

(c) Each Borrower agrees to indemnify each Lender and the Administrative
\nAgent for its Appropriate Share of the full amount of Taxes or Other Taxes
\n(including, without limitation, any Taxes or Other Taxes imposed or asserted by
\nany jurisdiction on amounts payable under this Section 8.04) paid by such Lender
\nor the Administrative Agent (as the case may be) and any liability (including
\npenalties, interest and expenses) arising therefrom or with respect thereto.
\nThis indemnification shall be paid within 15 days after such Lender or the
\nAdministrative Agent (as the case may be) makes demand therefor.<\/p>\n

(d) Each Lender organized under the laws of a jurisdiction outside the United
\nStates, on or prior to the date of its execution and delivery of this Agreement
\nin the case of each Lender listed on the signature pages hereof and on or prior
\nto the date on which it becomes a Lender in the case of each other Lender, and
\nfrom time to time thereafter as required by law or requested by any Borrower or
\nthe Administrative Agent (but only so long as such Lender remains lawfully able
\nto do so), shall provide the Borrowers and the Administrative Agent (in such
\nnumber of copies as shall be requested by the recipient) with whichever of the
\nfollowing is applicable (including any successor forms prescribed by the
\nInternal Revenue Service):<\/p>\n

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

60<\/p>\n

\n

<\/p>\n

(ii) executed originals of IRS Form W-8ECI;<\/p>\n

(iii) in the case of a Lender claiming the benefits of the exemption for
\nportfolio interest under Section 881(c) of the Internal Revenue Code, (x) a
\ncertificate reasonably acceptable to the Administrative Agent to the effect that
\nsuch Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
\nInternal Revenue Code, a “10 percent shareholder” of any Borrower within the
\nmeaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled
\nforeign corporation” described in Section 881(c)(3)(C) of the Internal Revenue
\nCode (a “U.S. Tax Compliance Certificate<\/strong>“) and (y) executed
\noriginals of IRS Form W-8BEN; or<\/p>\n

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

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

(f) If a payment made to a Lender hereunder or under any Note would be
\nsubject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to
\nfail to comply with the applicable reporting requirements of FATCA (including
\nthose contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as
\napplicable), such Lender shall deliver to the Borrower and the Administrative
\nAgent at the time or times prescribed by law and at such time or times
\nreasonably requested by the Borrower or the Administrative Agent such
\ndocumentation prescribed by applicable law (including as prescribed by Section
\n1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
\nreasonably requested by the Borrower or the Administrative Agent as may be
\nnecessary for the Borrower and the Administrative Agent to comply with their
\nobligations under FATCA and to determine that such Lender has complied with such
\nLender153s obligations under FATCA or to determine the amount to deduct and
\nwithhold from such payment. Solely for purposes of this clause (f), “FATCA”
\nshall include any amendments made to FATCA after the date of this Agreement.\n<\/p>\n

61<\/p>\n

\n

<\/p>\n

(g) Each Lender agrees that if any form or certification it previously
\ndelivered expires or becomes obsolete or inaccurate in any respect, it shall
\nupdate such form or certification or promptly notify the Borrower and the
\nAdministrative Agent in writing of its legal inability to do so.<\/p>\n

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

(i) If any Borrower is required to pay additional amounts to or for the
\naccount of any Lender pursuant to this Section 8.04, then such Lender will take
\nsuch action (including changing the jurisdiction of its Applicable Lending
\nOffice) as in the good faith judgment of such Lender (i) will eliminate or
\nreduce any such additional payment which may thereafter accrue and (ii) is not
\notherwise disadvantageous to such Lender.<\/p>\n

(j) If any Lender or the Administrative Agent receives a refund of any Taxes
\nor Other Taxes for which any Borrower has made a payment under Section 8.04(b)
\nor (c) and such refund was received from the taxing authority which originally
\nimposed such Taxes or Other Taxes, such Lender or the Administrative Agent
\nagrees to reimburse such Borrower to the extent of such refund;
\nprovided<\/em> that nothing contained in this paragraph (j) shall require any
\nLender or the Administrative Agent to seek any such refund or make available its
\ntax returns (or any other information relating to its taxes which it deems to be
\nconfidential).<\/p>\n

(k) Each Lender shall severally indemnify the Administrative Agent, within 10
\ndays after demand therefor, for (i) any Taxes attributable to such Lender (but
\nonly to the extent that a Borrower has not already indemnified the
\nAdministrative Agent for such Taxes and without limiting the obligation of the
\nBorrowers to do so), (ii) any taxes attributable to such Lender153s failure to
\ncomply with the provisions of Section 9.06(b) relating to the maintenance of a
\nParticipant Register and (iii) any taxes excluded from the definition of Taxes
\nattributable to such Lender, in each case, that are payable or paid by the
\nAdministrative Agent in connection with this Agreement or any Note, and any
\nreasonable expenses arising therefrom or with respect thereto. A certificate as
\nto the amount of such payment or liability delivered to any Lender by the
\nAdministrative Agent shall be conclusive absent manifest error. Each Lender
\nhereby authorizes the Administrative Agent to set off and apply any and all
\namounts at any time owing to such Lender hereunder or under any Note or
\notherwise payable by the Administrative Agent to the Lender from any other
\nsource against any amount due to the Administrative Agent under this paragraph
\n(k).<\/p>\n

Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans.
\n<\/em>If (i) the obligation of any Lender to make or to continue or convert
\noutstanding Loans as or into Euro-Dollar Loans has been suspended pursuant to
\nSection 8.02 or (ii) any Lender has demanded compensation under Section 8.03(a)\n<\/p>\n

62<\/p>\n

\n

<\/p>\n

with respect to its Euro-Dollar Loans and the Borrower shall, by at least
\nfive Euro-Dollar Business Days153 prior notice to such Lender through the
\nAdministrative Agent, have elected that the provisions of this Section shall
\napply to such Lender, then, unless and until such Lender notifies the Borrowers
\nthat the circumstances giving rise to such suspension or demand for compensation
\nno longer apply:<\/p>\n

(a) all Loans which would otherwise be made by such Lender as (or continued
\nas or converted to) Euro-Dollar Loans, as the case may be, shall instead be Base
\nRate Loans (on which interest and principal shall be payable contemporaneously
\nwith the related Euro-Dollar Loans of the other Lenders), and<\/p>\n

(b) after each of its Euro-Dollar Loans has been repaid, all payments of
\nprincipal which would otherwise be applied to repay such Loans shall be applied
\nto repay its Base Rate Loans instead.<\/p>\n

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

Section 8.06. Substitution of Lender; Termination Option. <\/em>If (i) the
\nobligation of any Lender to make or to convert or continue outstanding Loans as
\nor into Euro-Dollar Loans has been suspended pursuant to Section 8.02, (ii) any
\nLender has demanded compensation under Section 8.03 or 8.04 (including any
\ndemand made by a Lender on behalf of a Participant), (iii) any Lender exercises
\nits right not to extend its Commitment Termination Date pursuant to Section
\n2.01(b), (iv) any Lender becomes a Defaulting Lender, (v) Investment Grade
\nStatus ceases to exist as to any Lender or, (vi) for purposes of Section 8.06(a)
\nbelow only, any Lender becomes a Non-Consenting Lender, then:<\/p>\n

(a) the Company shall have the right, with the assistance of the
\nAdministrative Agent (or, if the Administrative Agent is a Defaulting Lender,
\nthe Required Lenders), to designate a substitute bank or banks (which may be one
\nor more of the Lenders) mutually satisfactory to the Company and, so long as any
\nsuch Persons are not Defaulting Lenders, the Administrative Agent, the Swingline
\nLender and the Issuing Lenders (whose consent shall not be unreasonably withheld
\nor delayed) to purchase for cash, pursuant to an Assignment and Assumption
\nAgreement in substantially the form of Exhibit D hereto, the outstanding Loans
\nof such Lender and assume the Commitment and Letter of Credit Liabilities of
\nsuch Lender (including any Commitments, Loans and Letter of Credit Liabilities
\nthat have been participated), without recourse to or warranty by, or expense to,
\nsuch Lender, for a purchase price equal to the principal amount of all of such
\nLender153s outstanding Loans and funded Letter of Credit Liabilities plus any
\naccrued but unpaid interest thereon and the accrued but unpaid fees in respect
\nof such Lender153s Commitment hereunder and all other amounts payable<\/p>\n

63<\/p>\n

\n

<\/p>\n

by the Borrowers to such Lender hereunder plus such amount, if any, as would
\nbe payable pursuant to Section 2.13 if the outstanding Loans of such Lender were
\nprepaid in their entirety on the date of consummation of such assignment; and\n<\/p>\n

(b) if at the time Investment Grade Status exists as to the Borrowers, the
\nCompany may elect to terminate this Agreement as to such Lender (including any
\nCommitments, Loans and Letter of Credit Liabilities that have been
\nparticipated); provided<\/em> that (i) the Company notifies such Lender
\nthrough the Administrative Agent (or, if the Administrative Agent is a
\nDefaulting Lender, the Required Lenders) of such election at least three
\nEuro-Dollar Business Days before the effective date of such termination, (ii)
\nthe Borrowers repay or prepay the principal amount of all outstanding Loans made
\nby such Lender plus any accrued but unpaid interest thereon and the accrued but
\nunpaid fees in respect of such Lender153s Commitment hereunder plus all other
\namounts payable by the Borrowers to such Lender hereunder, not later than the
\neffective date of such termination and (iii) if at the effective date of such
\ntermination, any Letter of Credit Liabilities or Swingline Loans are
\noutstanding, the conditions specified in Section 3.03 would be satisfied (after
\ngiving effect to such termination) were the related Letters of Credit issued or
\nthe related Swingline Loans made on such date. Upon satisfaction of the
\nforegoing conditions, the Commitment of such Lender shall terminate on the
\neffective date specified in such notice, its participation in any outstanding
\nLetters of Credit or Swingline Loans shall terminate on such effective date and
\nthe participations of the other Lenders therein shall be redetermined as of such
\ndate as if such Letters of Credit had been issued or such Swingline Loans had
\nbeen made on such date.<\/p>\n

ARTICLE 9
\nMISCELLANEOUS<\/p>\n

Section 9.01. Notices.<\/em><\/p>\n

(a) All notices, requests and other communications to any party hereunder
\nshall be in writing (including electronic transmission, bank wire, facsimile
\ntransmission or similar writing) and shall be given to such party: (x) in the
\ncase of any Borrower or the Administrative Agent, at its address or facsimile
\nnumber set forth on the signature pages hereof, (y) in the case of any Lender,
\nat its address or facsimile number set forth in its Administrative Questionnaire
\nor (z) in the case of any party, such other address or facsimile number as such
\nparty may hereafter specify for the purpose by notice to the Administrative
\nAgent and the Borrowers. Each such notice, request or other communication shall
\nbe effective (i) if given by facsimile, when such facsimile is transmitted to
\nthe facsimile number specified in this Section and the appropriate answerback or
\nconfirmation slip, as the case may be, is received or (ii) if given by any other
\nmeans, when delivered at the address specified in this Section;
\nprovided<\/em> that notices to the Administrative Agent, the Swingline Lender
\nor any Issuing Lender under Article<\/p>\n

64<\/p>\n

\n

<\/p>\n

2 or Article 8 shall not be effective until delivered. Notices delivered
\nthrough electronic communications shall be effective as and to the extent
\nprovided in subsection (b) below.<\/p>\n

(b) Notices and other communications to the Lenders hereunder may be
\ndelivered or furnished by electronic communication (including e-mail and
\ninternet or intranet websites) pursuant to procedures approved by the
\nAdministrative Agent or as otherwise determined by the Administrative Agent,
\nprovided that the foregoing shall not apply to notices to any Lender pursuant to
\nArticle 2 if such Lender has notified the Administrative Agent that it is
\nincapable of receiving notices under such Section by electronic communication.
\nThe Administrative Agent or any Borrower may, in its respective discretion,
\nagree to accept notices and other communications to it hereunder by electronic
\ncommunications pursuant to procedures approved by it or as it otherwise
\ndetermines, provided that such determination or approval may be limited to
\nparticular notices or communications. Unless the Administrative Agent otherwise
\nprescribes, (i) notices and other communications sent to an e-mail address shall
\nbe deemed received upon the sender153s receipt of an acknowledgement from the
\nintended recipient (such as by the “return receipt requested” function, as
\navailable, return e-mail or other written acknowledgement), provided that if
\nsuch notice or other communication is not given during the normal business hours
\nof the recipient, such notice or communication shall be deemed to have been
\ngiven at the opening of business on the next Domestic Business Day or
\nEuro-Dollar Business Day, as applicable, for the recipient, and (ii) notices or
\ncommunications posted to an internet or intranet website shall be deemed
\nreceived upon the deemed receipt by the intended recipient at its e-mail address
\nas described in the foregoing clause (i) of notification that such notice or
\ncommunication is available and identifying the website address therefor.<\/p>\n

Section 9.02. No Waivers. <\/em>No failure or delay by the Administrative
\nAgent or any Lender in exercising any right, power or privilege hereunder or
\nunder any Note shall operate as a waiver thereof nor shall any single or partial
\nexercise thereof preclude any other or further exercise thereof or the exercise
\nof any other right, power or privilege. The rights and remedies herein provided
\nshall be cumulative and not exclusive of any rights or remedies provided by law.\n<\/p>\n

Section 9.03. Expenses; Indemnification. <\/em>(a) Each Borrower shall pay
\n(i) its Appropriate Share of all reasonable out-of-pocket expenses of the
\nAdministrative Agent, including reasonable fees and disbursements of one special
\ncounsel for the Administrative Agent, in connection with the preparation of this
\nAgreement, any waiver or consent hereunder or any amendment hereof or any
\nDefault or alleged Default with respect to such Borrower hereunder and (ii) if
\nan Event of Default with respect to such Borrower occurs, all reasonable
\nout-of-pocket expenses incurred by the Administrative Agent or any Lender,
\nincluding reasonable fees and disbursements of counsel, in connection with such
\nEvent of Default and collection and other enforcement proceedings resulting
\ntherefrom.<\/p>\n

65<\/p>\n

\n

<\/p>\n

(b) Each Borrower agrees to indemnify each Agent and each Lender and the
\nrespective Related Parties of the foregoing (each an
\n“Indemnitee<\/strong>“) and hold each Indemnitee harmless from and
\nagainst any and all liabilities, losses, penalties, damages, costs and expenses
\nof any kind, including, without limitation, the reasonable fees and
\ndisbursements of one counsel for all Indemnitees taken as a whole and, in the
\ncase of any actual or potential conflict of interest, one additional counsel to
\neach group of affected Indemnitees similarly situated taken as a whole, which
\nmay be incurred by such Indemnitee in connection with any investigative,
\nadministrative or judicial proceeding (whether or not such Indemnitee shall be
\ndesignated a party thereto) relating to or arising out of this Agreement or any
\nactual or proposed use of proceeds of Loans hereunder, in each case to the
\nextent of such Borrower153s Appropriate Share; provided<\/em> that no
\nIndemnitee shall have the right to be indemnified hereunder for such
\nIndemnitee153s own gross negligence or willful misconduct as determined by a court
\nof competent jurisdiction.<\/p>\n

(c) To the fullest extent permitted by applicable law, each Borrower shall
\nnot assert, and hereby waives, any claim against any Indemnitee, on any theory
\nof liability, for special, indirect, consequential or punitive damages (as
\nopposed to direct or actual damages) arising out of, in connection with, or as a
\nresult of, this Agreement, or any agreement or instrument contemplated hereby,
\nthe transactions contemplated hereby or thereby, any Loan or Letter of Credit,
\nor the use of the proceeds thereof. No Indemnitee referred to in paragraph (b)
\nabove shall be liable for any damages arising from the use by unintended
\nrecipients of any information or other materials distributed by it through
\ntelecommunications, electronic or other information transmission systems in
\nconnection with this Agreement or the transactions contemplated hereby or
\nthereby.<\/p>\n

Section 9.04. Sharing of Set-offs. <\/em>Each Lender agrees that if it
\nshall, by exercising any right of set-off or counterclaim or otherwise, receive
\npayment of a proportion of the aggregate amount then due with respect to the
\nLoans and Letter of Credit Liabilities held by it which is greater than the
\nproportion received by any other Lender in respect of the aggregate amount then
\ndue with respect to the Loans and Letter of Credit Liabilities held by such
\nother Lender, the Lender receiving such proportionately greater payment shall
\npurchase such participations in the Loans and Letter of Credit Liabilities held
\nby the other Lenders, and such other adjustments shall be made, as may be
\nrequired so that all such payments with respect to the Loans and Letter of
\nCredit Liabilities held by the Lenders shall be shared by the Lenders pro rata;
\nprovided<\/em> that (i) nothing in this Section shall impair the right of any
\nLender to exercise any right of set-off or counterclaim it may have and to apply
\nthe amount subject to such exercise to the payment of indebtedness of a Borrower
\nother than its indebtedness under this Agreement and (ii) this Section is not
\napplicable to Swingline Loans.<\/p>\n

Section 9.05. Amendments and Waivers. <\/em>(a) Any provision of this
\nAgreement or the Notes may be amended or waived if, but only if, such amendment
\nor waiver is in writing and is signed by each Borrower and the<\/p>\n

66<\/p>\n

\n

<\/p>\n

Required Lenders (and, if the rights or duties of any Agent, the Swingline
\nLender or any Issuing Lender are affected thereby, by such Person);
\nprovided<\/em> that no such amendment or waiver shall (x) unless signed by
\neach adversely affected Lender, (i) increase the Commitment of any Lender or the
\nMaximum Sublimit of any Borrower or subject any Lender to any additional
\nobligation, (ii) reduce the principal of or rate of interest on any Loan or the
\namount to be reimbursed in respect of any Letter of Credit or any interest
\nthereon or any fees hereunder, (iii) postpone the date fixed for any payment of
\nprincipal of or interest on any Loan or for reimbursement in respect of any
\nLetter of Credit or interest thereon or any fees hereunder or for termination of
\nany Commitment, or (iv) change the provisions of Section 9.04 or of any other
\nprovision of this Agreement providing for the ratable application of payments in
\nrespect of the Loans and Letter of Credit Liabilities or (y) unless signed by
\nall Lenders, change the definition of Required Lenders or the provisions of this
\nSection 9.05.<\/p>\n

(b) This Agreement may be amended by the Company to remove any other Borrower
\nas a Borrower (a “Removed Borrower<\/strong>“) hereunder subject to: (i)
\nthe receipt by the Administrative Agent of prior notice from the Company of such
\namendment, (ii) repayment in full of all Loans made to such Borrower, (iii) Cash
\nCollateralization of all amounts available for drawing under Letters of Credit
\nissued for the account of such Borrower (or the amendment of such Letter of
\nCredit to provide for the Company as the account party) and (iv) repayment in
\nfull of all other amounts owing by such Borrower under this Agreement (it being
\nagreed that any such repayment shall be in accordance with the other terms of
\nthis Agreement). Upon the satisfaction of the foregoing conditions the rights
\nand obligations of such Removed Borrower hereunder shall terminate;
\nprovided, however<\/em>, that the obligations of such Removed Borrower under
\nSection 9.03 shall survive such amendment.<\/p>\n

Section 9.06. Successors and Assigns. <\/em>(a) The provisions of this
\nAgreement shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns and each Indemnitee, except that no
\nBorrower may assign or otherwise transfer any of its rights under this Agreement
\nwithout the prior written consent of all Lenders.<\/p>\n

(b) Any Lender may, with the consent (unless an Event of Default then exists)
\nof the Company (such consent not to be unreasonably withheld or delayed), at any
\ntime grant to one or more banks or other institutions (each a
\n“Participant<\/strong>“) participating interests in its Commitment or any
\nor all of its Loans and Letter of Credit Liabilities; provided<\/em> that any
\nLender may, without the consent of any Borrower, at any time grant participating
\ninterests in its Commitment or any or all of its Loans and Letter of Credit
\nLiabilities to another Lender, an Approved Fund or an Affiliate of such
\ntransferor Lender. In the event of any such grant by a Lender of a participating
\ninterest to a Participant, whether or not upon notice to the Administrative
\nAgent, such Lender shall remain responsible for the performance of its
\nobligations hereunder, and the Borrowers, the Issuing Lenders, the Swingline
\nLender and the Administrative Agent shall<\/p>\n

67<\/p>\n

\n

<\/p>\n

continue to deal solely and directly with such Lender in connection with such
\nLender153s rights and obligations under this Agreement. Any agreement pursuant to
\nwhich any Lender may grant such a participating interest shall provide that (A)
\nsuch Participant agrees to be subject to Section 8.06 as if it were an Assignee
\nunder paragraph (c) of this Section 9.06 or as if it were the Lender granting
\nsuch participation and (B) such Lender shall retain the sole right and
\nresponsibility to enforce the obligations of the Borrowers hereunder including,
\nwithout limitation, the right to approve any amendment, modification or waiver
\nof any provision of this Agreement; provided<\/em> that such participation
\nagreement may provide that such Lender will not agree to any modification,
\namendment or waiver of this Agreement described in clause (x) (i), (ii) or (iii)
\nof Section 9.05(a) without the consent of the Participant. Each Borrower agrees
\nthat each Participant shall, to the extent provided in its participation
\nagreement, be entitled to the benefits of Article 8 with respect to its
\nparticipating interest, subject to the performance by such Participant of the
\nobligations of a Lender thereunder (it being understood that the documentation
\nrequired under Section 8.04 shall be delivered by the Participant to the
\nparticipating Lender and the Participant agrees to be subject to the provisions
\nof Sections 8.04(i), 8.04(j) and 8.06 as if it were an Assignee). In addition,
\neach Lender that sells a participation agrees, at the Borrower153s request, to use
\nreasonable efforts to cooperate with the Borrower to effectuate the provisions
\nof Section 8.06 with respect to any Participant. An assignment or other transfer
\nwhich is not permitted by subsection (c) or (d) below shall be given effect for
\npurposes of this Agreement only to the extent of a participating interest
\ngranted in accordance with this subsection (b). Each Lender that sells a
\nparticipation shall, acting solely for this purpose as a non-fiduciary agent of
\nthe Borrower, maintain a register on which it enters the name and address of
\neach Participant and the principal amounts (and stated interest) of each
\nParticipant153s interest in the Loans or other obligations hereunder or under any
\nNote (the “Participant Register<\/strong>“); provided that no Lender
\nshall have any obligation to disclose all or any portion of the Participant
\nRegister (including the identity of any Participant (other than for the consent
\nrequirements set forth in the first sentence of this Section 9.06(b)) or any
\ninformation relating to a Participant153s interest in any Commitments, Loans,
\nLetters of Credit or its other obligations hereunder or under any Note) to any
\nPerson except to the extent that such disclosure is necessary to establish that
\nsuch Commitment, Loan, Letter of Credit or other obligation is in registered
\nform under Section 5f.103-1(c) of the United States Treasury Regulations. The
\nentries in the Participant Register shall be conclusive absent manifest error,
\nand such Lender shall treat each Person whose name is recorded in the
\nParticipant Register as the owner of such participation for all purposes of this
\nAgreement notwithstanding any notice to the contrary. For the avoidance of
\ndoubt, the Administrative Agent (in its capacity as Administrative Agent) shall
\nhave no responsibility for maintaining a Participant Register.<\/p>\n

(c) Any Lender may at any time assign to one or more banks or other financial
\ninstitutions (each an “Assignee<\/strong>“) other than (x) a Borrower (y)
\na<\/p>\n

68<\/p>\n

\n

<\/p>\n

Subsidiary or Affiliate of a Borrower or (z) a Defaulting Lender or any
\nPerson who, upon becoming a Lender hereunder, would constitute a Defaulting
\nLender, all, or a proportionate part (equivalent to an initial Commitment of not
\nless than $10,000,000 (unless the Company and the Administrative Agent shall
\notherwise agree)) of all, of its rights and obligations under this Agreement and
\nits Note (if any), and such Assignee shall assume such rights and obligations,
\npursuant to an Assignment and Assumption Agreement in substantially the form of
\nExhibit D hereto executed by such Assignee and such transferor Lender, with (and
\nonly with and subject to) the prior written consent of the Swingline Lender, the
\nIssuing Lenders, the Administrative Agent (which shall not be unreasonably
\nwithheld or delayed) and, so long as no Event of Default has occurred and is
\ncontinuing, the Company (which shall not be unreasonably withheld or delayed);
\nprovided<\/em> that unless such assignment is of the entire right, title and
\ninterest of the transferor Lender hereunder, after making any such assignment
\nsuch transferor Lender shall have a Commitment of at least $10,000,000 (unless
\nthe Company and the Administrative Agent shall otherwise agree). Upon execution
\nand delivery of such instrument of assumption and payment by such Assignee to
\nsuch transferor Lender of an amount equal to the purchase price agreed between
\nsuch transferor Lender and such Assignee, such Assignee shall be a Lender party
\nto this Agreement and shall have all the rights and obligations of a Lender with
\na Commitment as set forth in such instrument of assumption, and the transferor
\nLender shall be released from its obligations hereunder to a corresponding
\nextent, and no further consent or action by any party shall be required. Upon
\nthe consummation of any assignment pursuant to this subsection (c), the
\ntransferor Lender, the Administrative Agent and the Borrowers shall make
\nappropriate arrangements so that, if required by the Assignee, a Note(s) is
\nissued to the Assignee. The Assignee shall, prior to the first date on which
\ninterest or fees are payable hereunder for its account, deliver to the Borrowers
\nand the Administrative Agent any certifications, forms or other documentation in
\naccordance with Section 8.04. All assignments (other than assignments to
\nAffiliates) shall be subject to a transaction fee established by, and payable by
\nthe transferor Lender to, the Administrative Agent for its own account (which
\nshall not exceed $3,500).<\/p>\n

(d) Any Lender may at any time assign all or any portion of its rights under
\nthis Agreement and its Note (if any) to a Federal Reserve Bank. No such
\nassignment shall release the transferor Lender from its obligations hereunder or
\nmodify any such obligations.<\/p>\n

(e) No Assignee, Participant or other transferee of any Lender153s rights
\n(including any Applicable Lending Office other than such Lender153s initial
\nApplicable Lending Office) shall be entitled to receive any greater payment
\nunder Section 8.03 or 8.04 than such Lender would have been entitled to receive
\nwith respect to the rights transferred, unless such transfer is made by reason
\nof the provisions of Section 8.02, 8.03 or 8.04 requiring such Lender to
\ndesignate a different Applicable Lending Office under certain circumstances or
\nat a time when the circumstances giving rise to such greater payment did not
\nexist.<\/p>\n

69<\/p>\n

\n

<\/p>\n

Section 9.07. Collateral. <\/em>Each of the Lenders represents to the
\nAdministrative Agent and each of the other Lenders that it in good faith is not
\nrelying upon any “margin stock<\/strong>” (as defined in Regulation U) as
\ncollateral in the extension or maintenance of the credit provided for in this
\nAgreement.<\/p>\n

Section 9.08. Confidentiality. <\/em>Each Agent and each Lender agrees to
\nkeep any information delivered or made available by any Borrower pursuant to
\nthis Agreement confidential from anyone other than persons employed or retained
\nby such Lender and its affiliates who are engaged in evaluating, approving,
\nstructuring or administering the credit facility contemplated hereby;
\nprovided<\/em> that nothing herein shall prevent any Lender from disclosing
\nsuch information (a) to any other Lender or any Agent, (b) upon the order of any
\ncourt or administrative agency, (c) upon the request or demand of any regulatory
\nagency or authority or self-regulatory body, (d) which had been publicly
\ndisclosed other than as a result of a disclosure by any Agent or any Lender
\nprohibited by this Agreement, (e) in connection with any litigation to which any
\nAgent, any Lender or its subsidiaries or Parent may be a party, (f) to the
\nextent necessary in connection with the exercise of any remedy hereunder, (g) to
\nsuch Lender153s or any Agent153s legal counsel and independent auditors, (h) subject
\nto provisions substantially similar to those contained in this Section 9.08, to
\nany actual or proposed Participant or Assignee, (i) to any direct, indirect,
\nactual or prospective counterparty (and its advisor) to any swap, derivative or
\nsecuritization transaction related to the obligations under this Agreement, (j)
\non a confidential basis to the CUSIP Service Bureau or any similar agency in
\nconnection with the issuance and monitoring of CUSIP numbers with respect to the
\nloans and (k) with the consent of the Company.<\/p>\n

Section 9.09. Governing Law; Submission to Jurisdiction. <\/em>This
\nAgreement and each Note (if any) shall be construed in accordance with and
\ngoverned by the law of the State of New York. Each Borrower and each Lender
\nParty hereby submits to the exclusive jurisdiction of the United States District
\nCourt for the Southern District of New York and of any New York State court
\nsitting in New York County for purposes of all legal proceedings arising out of
\nor relating to this Agreement or the transactions contemplated hereby. Each
\nBorrower and each Lender Party irrevocably waives, to the fullest extent
\npermitted by law, any objection which it may now or hereafter have to the laying
\nof the venue of any such proceeding brought in such a court and any claim that
\nany such proceeding brought in such a court has been brought in an inconvenient
\nforum.<\/p>\n

Section 9.10. Counterparts; Integration. <\/em>This Agreement may be
\nsigned in any number of counterparts, each of which shall be an original, with
\nthe same effect as if the signatures thereto and hereto were upon the same
\ninstrument. Delivery of an executed signature page of this Agreement by
\nfacsimile or electronic transmission shall be effective as delivery of a
\nmanually executed counterpart hereof. This Agreement constitutes the entire
\nagreement and understanding among the parties hereto and supersedes any and all
\nprior<\/p>\n

70<\/p>\n

\n

<\/p>\n

agreements and understandings, oral or written, relating to the subject
\nmatter hereof.<\/p>\n

Section 9.11. WAIVER OF JURY TRIAL. <\/em>EACH OF THE BORROWERS, THE
\nAGENTS, THE ISSUING LENDERS AND THE LENDERS, TO THE FULLEST EXTENT IT MAY
\nEFFECTIVELY DO SO UNDER APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ANY AND ALL
\nRIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
\nTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.<\/p>\n

Section 9.12. USA Patriot Act. <\/em>Each Lender hereby notifies each
\nBorrower that pursuant to the requirements of the USA Patriot Act, Title III of
\nPub. L. 107-56 (signed into law October 26, 2001) (the “Act<\/strong>“),
\nit is required to obtain, verify and record information that identifies such
\nBorrower, which information includes the name and address of such Borrower and
\nother information that will allow such Lender to identify such Borrower in
\naccordance with the Act.<\/p>\n

Section 9.13. Termination of Commitments Under Existing Credit
\nAgreements.<\/em><\/p>\n

(a) The Borrowers and each of the Lenders that is also a “Bank” party to the
\nExisting Credit Agreement (which Lenders constitute the “Required Banks” (as
\ndefined therein) under the Existing Credit Agreement) agree that the
\n“Commitments” as defined in the Existing Credit Agreement shall be terminated in
\ntheir entirety on the Initial Effective Date in accordance with the terms
\nthereof. Each of such Lenders waives any requirement of notice of such
\ntermination of the Existing Credit Agreement.<\/p>\n

(b) The Progress Borrowers, Progress Energy, Inc., through its execution of
\nthe Progress Energy, Inc. Consent in the form attached as Exhibit I, and each of
\nthe Lenders that is also a “Lender” party to any of the Existing Progress Credit
\nAgreements (which Lenders constitute the “Majority Lenders” (as defined in each
\nof the Existing Progress Credit Agreements) agree that the “Commitments” (as
\ndefined in each of the Existing Progress Credit Agreements) under each of the
\nExisting Progress Credit Agreements shall be terminated in their entirety on the
\nSecond Effective Date in accordance with the terms thereof. Each of such Lenders
\nwaives any requirement of notice of such termination of any Existing Progress
\nCredit Agreement.<\/p>\n

(c) Progress Energy, Inc., through its execution of the Progress Energy, Inc.
\nConsent in the form attached as Exhibit I, and Wells Fargo agree that the
\nExisting Progress Parent LC Facility shall be terminated in its entirety on the
\nSecond Effective Date in accordance with the terms thereof.<\/p>\n

71<\/p>\n

\n

<\/p>\n

Section 9.14. No Fiduciary Duty. <\/em>Each Borrower agrees that in
\nconnection with all aspects of the Loans and Letters of Credit contemplated by
\nthis Agreement and any communications in connection therewith, such Borrower and
\nits Subsidiaries, on the one hand, and the Agents, the Lenders and their
\nrespective affiliates, on the other hand, will have a business relationship that
\ndoes not create, by implication or otherwise, any fiduciary duty on the part of
\nthe Agents, the Lenders or their respective affiliates, and no such duty will be
\ndeemed to have arisen in connection with any such transactions or
\ncommunications.<\/p>\n

Section 9.15. Survival<\/em>. Each party153s rights and obligations under
\nArticles 7, 8 and 9 shall survive the resignation or replacement of the
\nAdministrative Agent or any assignment of rights by, or the replacement of, a
\nLender, the termination of the Commitments and the repayment, satisfaction or
\ndischarge of all obligations hereunder or under any Note.<\/p>\n

72<\/p>\n

\n

<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective authorized officers as of the day and year first
\nabove written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

DUKE ENERGY CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n

550 South Tryon Street
\nCharlotte, NC 28202<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/p>\n<\/td>\n

<\/td>\n\n

Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telecopy number:<\/p>\n<\/td>\n

<\/td>\n\n

980-373-8640<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Taxpayer ID:<\/p>\n<\/td>\n

<\/td>\n\n

20-2777218<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DUKE ENERGY CAROLINAS, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n

550 South Tryon Street
\nCharlotte, NC 28202<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/p>\n<\/td>\n

<\/td>\n\n

Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telecopy number:<\/p>\n<\/td>\n

<\/td>\n\n

980-373-8640<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Taxpayer ID:<\/p>\n<\/td>\n

<\/td>\n\n

56-0205520<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

73<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

DUKE ENERGY OHIO, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n

550 South Tryon Street
\nCharlotte, NC 28202<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/p>\n<\/td>\n

<\/td>\n\n

Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telecopy number:<\/p>\n<\/td>\n

<\/td>\n\n

980-373-8640<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Taxpayer ID:<\/p>\n<\/td>\n

<\/td>\n\n

31-0240030<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DUKE ENERGY INDIANA, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n

550 South Tryon Street
\nCharlotte, NC 28202<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/p>\n<\/td>\n

<\/td>\n\n

Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telecopy number:<\/p>\n<\/td>\n

<\/td>\n\n

980-373-8640<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Taxpayer ID:<\/p>\n<\/td>\n

<\/td>\n\n

35-0594457<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DUKE ENERGY KENTUCKY, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

M. Allen Carrick<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Assistant Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n

550 South Tryon Street
\nCharlotte, NC 28202<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/p>\n<\/td>\n

<\/td>\n\n

Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Telecopy number:<\/p>\n<\/td>\n

<\/td>\n\n

980-373-8640<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Taxpayer ID:<\/p>\n<\/td>\n

<\/td>\n\n

31-0473080<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

74<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative
\nAgent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Keith Luettel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Keith Luettel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

\n

MAC N9305-070
\n90 S 7th St
\n7th Floor
\nMinneapolis, MN
\n55402-3903<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention:<\/p>\n<\/td>\n

\n

Keith Luettel<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

75<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BANK OF AMERICA, N.A., as a Lender and as Co-Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Patrick Martin<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Patrick Martin<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

76<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

THE ROYAL BANK OF SCOTLAND PLC, as a Lender and as Co-Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Tyler J. McCarthy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Tyler J. McCarthy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

77<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BANK OF CHINA, NEW YORK BRANCH, as a Lender and as Co-Documentation Agent\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Richard Bradspies<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Richard Bradspies<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Deputy General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

78<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BARCLAYS BANK PLC, as a Lender and as Co-Documentation Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Ann E. Sutton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Ann E. Sutton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

79<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

CITIBANK, N.A., as a Lender and as Co-Documentation Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Maureen P. Maroney<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Maureen P. Maroney<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

80<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and as Co-Documentation
\nAgent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Alain Dacust<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Alain Dacust<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Rahul Parmar<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Rahul Parmar<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Associate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

81<\/p>\n

\n\n\n\n
<\/td>\n\n

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender
\nand as Co-Documentation Agent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Xintao Luo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Xintao Luo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Deputy General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

82<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

JPMORGAN CHASE BANK, N.A., as a Lender and as Co-Documentation Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Juan Javellana<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Juan Javellana<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Executive Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

83<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

UBS SECURITIES LLC, as Co-Documentation Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Irja R. Otsa<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Irja R. Otsa<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Associate Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Mary E. Evans<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Mary E. Evans<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Attorney-in-Fact<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

84<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

UBS STAMFORD BRANCH, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Irja R. Otsa<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Irja R. Otsa<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Associate Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Mary E. Evans<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Mary E. Evans<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Associate Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

85<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BNP PARIBAS, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Denis O153Meara<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Denis O153Meara<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

BNP PARIBAS, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Pasquale Perraglia<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Pasquale Perraglia<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

86<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Deutsche Bank AG New York Branch, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Philippe Sandmeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Philippe Sandmeier<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Ross Levitsky<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Ross Levitsky<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

87<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

GOLDMAN SACHS BANK USA, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Mark Walton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Mark Walton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

88<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

MORGAN STANLEY BANK, N.A., as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael King<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Michael King<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

89<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

ROYAL BANK OF CANADA, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Thomas Casey<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Thomas Casey<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

90<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

The Bank of Nova Scotia, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Thane Rattew<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Thane Rattew<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

91<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Mary Coseo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Mary Coseo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

92<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael Oka<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Michael Oka<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Executive Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael D153Anna<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Michael D153Anna<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Executive Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

93<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

KEYBANK NATIONAL ASSOCIATION, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Paul J. Pace<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Paul J. Pace<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

94<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Mizuho Corporate Bank, Ltd., as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Leon Mo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Leon Mo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

95<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

SunTrust Bank, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Andrew Johnson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Andrew Johnson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

96<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

The Bank of New York Mellon, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Richard K. Fronapfel, Jr.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Richard K. Fronapfel, Jr.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

97<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

U.S. Bank National Association, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ J. James Kim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

J. James Kim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

98<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

China Merchants Bank Co., Ltd., New York Branch, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Xin Wang<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Xin Wang<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President Marketing<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Chengyue Jiao<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Chengyue Jiao<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Deputy General Manager<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

99<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Credit Agricole Corporate and Investment Bank, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David Gurghigian<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

David Gurghigian<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sharada Manne<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Sharada Manne<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

100<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Fifth Third Bank, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Mary J. Ramsey<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

J. James Kim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

101<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Lloyds TSB Bank plc, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Christian Hammerbeck<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Christian Hammerbeck<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Deborah Carlson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Deborah Carlson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

102<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

PNC BANK, NATIONAL ASSOCIATION, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Jessica L. Fabrizi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Jessica L. Fabrizi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Assistant Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

103<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Sovereign Bank, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Robert D. Lanigan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Robert D. Lanigan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

104<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

The Northern Trust Company, as a Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ John Canty<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

John Canty<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

105<\/p>\n

\n<\/p>\n

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