EXECUTION COPY
ASSUMPTION AGREEMENT
as of December 17, 2001
Reference is made to the 364-Day Credit Agreement, dated as of November 13,
2001 (as amended, modified or supplemented from time to time, the "Credit
Agreement"), among Progress Energy, Inc., a North Carolina corporation (the
"Borrower"), the lenders party thereto and Citibank, N.A., as administrative
agent for such lenders (the "Administrative Agent"). Unless otherwise defined
herein, terms defined in the Credit Agreement are used herein with the same
meanings.
BARCLAYS BANK PLC (the "Additional Lender") and the Borrower hereby agree
as follows:
(a) The Additional Lender hereby agrees, that effective as of December 18,
2001 (the "Effective Date"), and subject to the satisfaction, on or prior to the
Effective Date of the conditions set forth in clauses (A)(2), (A)(3) and (B) of
Section 2.04(b)(ii) of the Credit Agreement, (i) the Additional Lender will
become a Lender under the Credit Agreement, (ii) the Commitment of the
Additional Lender will be $50,000,000, and (iii) the Additional Lender will be
bound by all the terms and provisions of the Credit Agreement binding upon each
Lender, including, without limitation, Section 2.04(b)(iii).
(b) The Borrower consents to the foregoing and agrees to deliver to the
Administrative Agent, on or prior to the Effective Date, the evidence of
corporate authorization, opinions and certificates described in clauses (A)(2)
and (A)(3) of Section 2.04(b)(ii) of the Credit Agreement.
(c) THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(d) This Assumption Agreement may be signed in any number of counterparts,
each of which shall be deemed an original, with the same effect as if the
signatures thereto and hereto were up on the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BARCLAYS BANK PLC
By
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Name:
Title:
Eurodollar Lending Office:
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Attn.:
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Domestic Lending Office (and
address for notices):
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Attn.:
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(---) --------
PROGRESS ENERGY, INC.
By
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Name:
Title:
Address for Notices:
410 S. Wilmington Street
PEB 19A3
Raleigh, NC 27601
Telecopier No.: 919/546-7826
Telephone No.: 919/546-2924
E-mail: charles.beuris@pgnmail.com
Attention: Director of Financial
Operations, Treasury Department
Accepted this day of December, 2001
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CITIBANK, N.A., as Administrative Agent
By
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Name:
Title: