the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a Bank][their
respective capacities as Banks] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below and (ii) to the extent permitted
to be assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Bank)][the respective
Assignors (in their respective capacities as Banks)] against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or in any way based on
or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned by
[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and
(ii) above being referred to herein collectively as [the][an] "Assigned
Interest"). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.
1. Assignor[s]:
2. Assignee[s]:
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Bank]]
3. Borrowers: Duke Energy Indiana, Inc. and Duke Energy Kentucky, Inc.
4. Administrative Agent: Bank of America, N.A., as the administrative agent
under the Credit Agreement
5. Credit Agreement: Credit Agreement, dated as of September 19, 2008, among
Duke Energy Indiana, Inc. and Duke Energy Kentucky, Inc., the Banks from time to
time party thereto, and Bank of America, N.A., as Administrative Agent
6. Assigned Interest[s]:
Assignor[s]
Assignee[s]
Aggregate
Amount of
Commitment
for all Banks
Amount of
Commitment
Percentage
Assigned of
Commitment
CUSIP
Number
$
$
%
$
$
%
$
$
%
Effective Date:
, 20
[TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
[ASSIGNOR]
By:
Title:
[ASSIGNEE]
By:
Title:
[DUKE ENERGY KENTUCKY, INC.]
By:
Title:
[DUKE ENERGY INDIANA, INC.]
By:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Title:
2
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][[the relevant] Assigned Interest,
(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no