EX-10.22



 






Exhibit 10.22




INCREASING LENDER AGREEMENT




Dated January 31, 2006




     Reference is made to the Amended and Restated Credit Agreement, dated as of July 27, 2005 (as
the same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Duquesne Light Holdings, Inc. (the “Borrower”), the Lenders named therein, Union
Bank of California, N.A.. as Administrative Agent, JPMorgan Chase Bank, N.A. (as successor to Bank
One, NA), as Syndication Agent, and Wachovia Bank, National Association and Citibank, N.A., as
Co-Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the Credit Agreement. Pursuant to Section 2.01(e) of the Credit
Agreement, Union Bank of California, N.A. (the “Increasing Lender”) has agreed to increase its
Commitment from $21,333,333.00 to $26,333,333.00.



     The Increasing Lender and the Administrative Agent agree as follows:



     1. The Increasing Lender agrees, on the terms and conditions set forth in the Credit
Agreement, to make Loans to the Borrower and to participate in the issuance of Letters of Credit
(and the LC Outstanding thereunder) during the period from the date hereof until the Revolving
Credit Termination Date (subject to Section 2.01(b) of the Credit Agreement), in an aggregate
outstanding amount not to exceed on any day the Increasing Lender’s Commitment set forth opposite
its signature below.



     2. On the date hereof (the “Effective Date”), the Increasing Lender shall pay to the
Administrative Agent, in same day funds, at such address and account as the Administrative Agent
shall advise the Increasing Lender, $0.00, which amount shall be used to purchase by assignment
from the existing Lenders such portion of the Loans owing to them such that, after giving effect to
all such purchases and assignments, the Increasing Lender will share such Loans ratably with each
of them (based upon the Increasing Lender’s Percentage). As of the Effective Date, upon the
payment of such amount, the Commitment of the Increasing Lender shall be the amount set forth
opposite its signature below.



     3. This Agreement may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same instrument.



     4. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.



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



Commitment




	 	 	 	 	 	 	 
	$26,333,333.00	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis G. Blank	 	 
	 

	 	 	 	 

Name: Dennis G. Blank
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.
	 	 	as Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis G. Blank	 	 
	 

	 	 	 	 

Name: Dennis G. Blank
	 	 
	 

	 	 	 	Title: Vice President	 	 






AGREED and ACCEPTED

as of the date first above

written:




	 	 	 	 	 
	DUQUESNE LIGHT HOLDINGS, INC.
	 
	 	 	 	 
	By:

	 	/s/William F. Fields	 	 
	 

	 	 

Name: William F. Fields
	 	 
	 

	 	Title: VP and Treasurer	 	 






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Schedule to Exhibit 10.22




     The following lenders entered into substantially identical Increasing Lender Agreements with
Holdings, each dated January 31, 2006:



	 	 	 	 	 
	Lender	 	Commitment
	JPMorgan Chase Bank, N.A.
	 	$	26,333,333.00	 
	Wachovia Bank, National Association
	 	$	24,000,000.00	 
	Citibank, N.A.
	 	$	24,000,000.00	 
	National City Bank of Pennsylvania
	 	$	19,666,667.00	 
	Lehman Brothers Bank, FSB
	 	$	17,000,000.00	 
	Morgan Stanley
	 	$	17,000,000.00	 
	Fifth Third Bank
	 	$	17,000,000.00	 
	Mellon Bank, N.A.
	 	$	17,000,000.00	 
	PNC Bank, National Association
	 	$	17,000,000.00	 
	Societe Generale, New York Branch
	 	$	14,500,000.00	 
	Citizens Bank of Pennsylvania
	 	$	13,500,000.00	 






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