Exhibit 10.1



 





Exhibit 10.1




AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT

AGREEMENT




     AMENDMENT dated as of March 10, 2008 to the Amended and Restated Credit Agreement dated as of
June 28, 2007 (as heretofore amended, the “Credit Agreement”) among DUKE ENERGY CORPORATION, DUKE
ENERGY CAROLINAS, LLC, DUKE ENERGY OHIO, INC., DUKE ENERGY INDIANA, INC. and DUKE ENERGY KENTUCKY,
INC. (the “Borrowers”), the BANKS (the “Banks”) party hereto, JPMORGAN CHASE BANK, National
Association, BARCLAYS BANK PLC, BANK OF AMERICA, N.A., and CITIBANK, N.A. as Co-Syndication Agents,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., New York Branch, and CREDIT SUISSE as, as Co-Documentation
Agents, and WACHOVIA BANK, N.A., as Administrative Agent (the “Administrative Agent”).



W I T N E S S E T H :




     WHEREAS, the Company has requested an increase in the aggregate amount of the Commitments
pursuant to Section 2.17 of the Credit Agreement that the parties desire to memorialize through
this Amendment; and



     WHEREAS, the parties hereto also desire to amend the Credit Agreement as set forth herein;



     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement has the meaning
assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.



     Section 2. Amendment. The definition of “Maximum Sublimit” in Section 1.01 of the Credit
Agreement is amended by changing the amount set forth for the Company from $1,200,000,000 to
$1,100,000,000 and by changing the amount set forth for Duke Energy Indiana from $600,000,000 to
$700,000,000.



     Section 3. Increase in Commitments. With effect from and including the Amendment Effective
Date, (i) pursuant to Section 2.17, the aggregate amount of the Commitments is increased by
$550,000,000, (ii) each Person listed on the signature pages hereof which is not a party to the
Credit Agreement (a “New Bank”) shall become a Bank party to the Credit Agreement, (iii) the
Commitment of each Bank shall be the amount set forth opposite the
name of such Bank in the



 









 




Commitment Schedule attached hereto and (iv) the Commitment Schedule
attached hereto shall replace the Commitment Schedule attached to the Credit Agreement.




     Section 4. Representations of Borrowers. The Borrowers represent and
warrant that (i) the representations and warranties of the Borrowers set forth in Article 4 of the
Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Event of
Default will have occurred and be continuing on such date.



     Section 5. Effect of Amendments. Except as expressly set forth herein, the amendments
contained herein shall not constitute a waiver or amendment of any term or condition of the Credit
Agreement, and all such terms and conditions shall remain in full force and effect and are hereby
ratified and confirmed in all respects.



     Section 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.



     Section 7. Counterparts. This Amendment 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.



     Section 8. Effectiveness. This Amendment shall become effective as of the date hereof
(the “Amendment Effective Date”), subject to satisfaction of the following conditions:



     (a) the Administrative Agent shall have received from each of the Borrowers, each New Bank,
each Bank whose Commitment is increased hereby and such other Banks (if any) as may be necessary in
order that the signatories hereto comprise the Required Banks (determined before giving effect to
this Amendment) a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof; and



     (b) the Administrative Agent shall have received an opinion of the General Counsel or
Assistant General Counsel of each of Duke Energy Indiana and Duke Energy Ohio dated as of the
Amendment Effective Date, in form and substance satisfactory to the Administrative Agent; and



     (c) the Administrative Agent shall have received evidence of corporate authorization of this
Amendment on the part of Duke Energy Indiana (in form satisfactory to the Administrative
Agent).



2









 





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



	 	 	 	 	 
	 	DUKE ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DUKE ENERGY CAROLINAS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DUKE ENERGY OHIO, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DUKE ENERGY INDIANA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DUKE ENERGY KENTUCKY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL

ASSOCIATION,
as

Administrative
Agent, as

an Issuing Bank,
as

Swingline Bank and
as a Bank


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK,

NATIONAL
ASSOCIATION, as

Co-Syndication
Agent, as

an Issuing Bank
and as a Bank


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as

Co-Syndication
Agent, as

an Issuing Bank
and as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Co-Syndication
Agent and

as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	CITIBANK, N.A., as
Co-Syndication
Agent and as a
Bank


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF
TOKYO-MITSUBISHI
UFJ, LTD., NEW
YORK BRANCH

as a Bank


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN
ISLANDS
BRANCH, as a
Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as a

   Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK

   BRANCH, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILLIAM STREET LLC, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	KEYBANK NATIONAL

   ASSOCIATION, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MERRILL LYNCH BANK, USA, as a 

   Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MORGAN STANLEY BANK, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND,

    PLC, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a 

    Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as a

    Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 












 





	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK, as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,
 as a Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



COMMITMENT SCHEDULE




	 	 	 	 	 
	Bank	 	Commitment	 
	JPMorgan Chase Bank, National Association
	 	$	230,000,000.00	 
	Wachovia Bank, National Association
	 	$	230,000,000.00	 
	Bank of America, N.A.
	 	$	230,000,000.00	 
	Barclays Bank, PLC
	 	$	230,000,000.00	 
	Citibank, N.A.
	 	$	230,000,000.00	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 	$	230,000,000.00	 
	Credit Suisse
	 	$	230,000,000.00	 
	The Royal Bank of Scotland plc, New York Branch
	 	$	125,000,000.00	 
	BNP Paribas
	 	$	115,000,000.00	 
	SunTrust Bank
	 	$	115,000,000.00	 
	The Bank of New York
	 	$	115,000,000.00	 
	Deutsche Bank AG New York Branch
	 	$	115,000,000.00	 
	William Street LLC
	 	$	115,000,000.00	 
	KeyBank National Association
	 	$	115,000,000.00	 
	Merrill Lynch Bank USA
	 	$	115,000,000.00	 
	Morgan Stanley Bank
	 	$	115,000,000.00	 
	UBS Loan Finance LLC
	 	$	115,000,000.00	 
	ABN AMRO Bank, N.V.
	 	$	100,000,000.00	 
	Lehman Brothers Bank, FSB
	 	$	100,000,000.00	 
	The Northern Trust Company
	 	$	60,000,000.00	 
	Wells Fargo Bank, N.A.
	 	$	60,000,000.00	 
	The Bank of Nova Scotia
	 	$	60,000,000.00	 
	Dresdner Bank AG
	 	$	50,000,000.00	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	3,200,000,000.00