$500,000,000 Amended and Restated Credit Agreement



 
Exhibit 10.1 
  
 AMENDED AND RESTATED CREDIT AGREEMENT 
  
 dated as of June 30, 2005 
  
 among 
  
 Duke Energy Corporation 
  
 The Banks Party Hereto 
  
 and

  
 Citibank N.A., 
 as Administrative Agent 
  
 and 
  
 Bank of America, N.A., 
 as Syndication Agent 
  

  
 Citigroup Global Markets Inc. and 
 Banc of America Securities LLC  
 Joint Lead Arrangers and Bookrunners  
  
 Deutsche Bank Securities, Inc., 
 JPMorgan Chase
Bank, N.A. and 
 UBS Securities LLC 
  
 Documentation Agents 
  








 AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2005 among DUKE ENERGY CORPORATION, the BANKS
listed on the signature pages hereof, CITIBANK N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent. 
  
 W I T N E S S E T H : 
  
 WHEREAS, certain of the parties hereto have heretofore entered into a Three-Year Credit Agreement dated as of June 30, 2004 (the
“Agreement”); 
  
 WHEREAS, at the date hereof,
there are no Loans outstanding under the Agreement; and 
  
 WHEREAS, the parties hereto desire to amend the Agreement as set forth herein and to restate the Agreement in its entirety to read as set forth in the Agreement with the amendments specified below; 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 Section 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby”
and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended and restated hereby. 
  
 Section 2. Extension of the Facility. The date “June 30,
2007” in the definition of “Commitment Termination Date” is changed to “June 30, 2010”. 
  
 Section 3. Amendments. 
  
 (a) Section 1.01 of the Agreement is amended by amending the definition of “Commitment” to read in its entirety as follows: 
  
 “Commitment” means (i) with respect to any Bank listed on
the signature pages hereof, the amount set forth opposite its name on the Commitment Schedule as its Commitment and (ii) with respect to each Additional Bank or Assignee which becomes a bank pursuant to Sections 8.06 and 9.06(c), the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be reduced pursuant to Section 2.08, 2.10, 8.06 or 9.06(c) or increased pursuant to Section 8.06 or 9.06(c). 
  
 (b) Section 1.01 of the Agreement is amended by adding the following
definition: 
  
 “Commitment Schedule” means the
Commitment Schedule attached hereto. 
  
 (c) Section 2.01(c) of
the Agreement is amended by changing the percentage “66 2/3%” to “51%”. 







 (d) Section 4.04(a) of the Agreement is amended by changing the date specified therein from
“December 31, 2003” to “December 31, 2004”. 
  
 (e) Section 4.04(b) of the Agreement is amended by changing the date specified therein from “March 31, 2004” to “March 31, 2005.” 
  

(f) Section 4.04(c) of the Agreement is amended by changing the date specified therein from “December 31, 2003” to “December 31,
2004”. 
  
 (g) Section 5.07(a) of the Agreement is amended by
replacing the phrase “on the date of this Agreement” with the phrase “as of June 30, 2005”. 
  
 (h) Section 9.05 of the Agreement is amended by restating it in its entirety as follows: 
  
 Section 9.05. Amendments and Waivers. Any provision of this Agreement or the Notes may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Banks (and, if the rights or duties of any Agent are affected thereby, by such Person); provided that no such amendment or waiver
shall (a) unless signed by each affected Bank, (i) increase the Commitment of any Bank or subject any Bank to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any interest thereon or any fees hereunder or
(iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for termination of any Commitment or (b) unless signed by all Banks, (i) change the definition of Required Banks or the provisions of this
Section 9.05 or (ii) change the provisions of Section 9.04. 
  
 (i) The Commitment Schedule attached hereto is added to the Agreement. 
  
 (j) The Pricing Schedule attached hereto replaces the Pricing Schedule attached to the Agreement. 
  
 Section 4. Change in Commitments. With effect from and including the date this Amendment and Restatement becomes effective in accordance with
Section 7 hereof, (i) each Person listed on the signature pages hereof which is not a party to the Agreement (a “New Bank”) shall become a Bank party to the Agreement and (ii) the Commitment of each Bank shall be the amount set
forth opposite the name of such Bank on the attached Commitment Schedule, which shall become the Commitment Schedule referred to in the Agreement. Any Bank under the Agreement not listed on such Commitment Schedule (a “Departing
Bank”) shall upon such effectiveness cease to be a Bank party to the Agreement and all accrued fees and other amounts payable under the Agreement for the account of each Departing Bank shall be due and payable on such date; provided
that the provisions of Sections 8.03, 8.04 and 9.03 of the Agreement shall continue to inure to the benefit of each Departing Bank. 
  

 2 








 Section 5. Representations and Warranties. The Borrower hereby represents and warrants that as of
the date hereof and after giving effect hereto: 
  
 (a) no
Default has occurred and is continuing; and 
  
 (b) each
representation and warranty of the Borrower set forth in the Agreement after giving effect to this Amendment and Restatement is true and correct as though made on and as of such date. 
  
 Section 6. Governing Law. This Amendment and Restatement shall be governed by and construed in accordance with the
laws of the State of New York. 
  
 Section 7. Counterparts;
Effectiveness. This Amendment and Restatement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment and
Restatement shall become effective as of the date hereof when each of the following conditions shall have been satisfied: 
  
 (i) receipt by the Administrative Agent of duly executed counterparts hereof signed by each of the parties listed on the signature pages
hereof (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof
by such party); 
  
 (ii) receipt by the
Administrative Agent of an opinion of such counsel for the Borrower as may be acceptable to the Administrative Agent, substantially to the effect of Exhibits B-1 and B-2 to the Agreement with reference to this Amendment and Restatement and the
Agreement as amended and restated hereby; 
  
 (iii) receipt by the Administrative Agent for the account of the Banks participation fees as heretofore mutually agreed by the Borrower and the Administrative Agent; and 
  
 (iv) receipt by the Administrative Agent of all documents it may reasonably request relating to the
existence of the Borrower, the corporate authority for and the validity of the Agreement as amended and restated hereby, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; 
  
 provided that this Amendment and Restatement shall not become effective or binding on
any party hereto unless all of the foregoing conditions are satisfied not later than the date hereof. The Administrative Agent shall promptly notify the Borrower and the Banks of the effectiveness of this Amendment and Restatement, and such notice
shall be conclusive and binding on all parties hereto. 
  

 3 








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

			
	DUKE ENERGY CORPORATION
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 CITIBANK, N.A., as Administrative
Agent and as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 BANK OF AMERICA, N.A., as
Syndication Agent and as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 










			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	ABN AMRO BANK N.V., as a Lender
		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 










			
	 DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 LEHMAN BROTHERS BANK, FSB,
as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 










			
	 WILLIAM STREET COMMITMENT
CORPORATION, as a Lender
  
 (Recourse only to assets of William Street
 Commitment Corporation)

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	 CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as a Lender

		
	By:	 	  


	 Name:
	 	 
	 Title:
	 	 
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	 MORGAN STANLEY BANK, as a Lender

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	 SUNTRUST BANK, as a Lender

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 










			
	 THE BANK OF TOKYO-MITSUBISHI,
LTD., NEW YORK BRANCH, as a
Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 THE ROYAL BANK OF SCOTLAND
PLC, NEW YORK BRANCH, as a
Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 
		
	By:	 	  


	Name:	 	 
	Title:	 	 
	
	 KEYBANK NATIONAL ASSOCIATION,
as a Lender

		
	By:	 	  


	Name:	 	 
	Title:	 	 










			
	 MIZUHO CORPORATE BANK, LTD.,
as a Lender

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	 THE NORTHERN TRUST COMPANY,
as a Lender

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	 WESTLB AG, NEW YORK BRANCH,
as a Lender

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 
	
	 SUMITOMO MITSUI BANKING
CORPORATION, as a Lender

		
	 By:
	 	  


	 Name:
	 	 
	 Title: