EXECUTION COPY
ASSUMPTION AGREEMENT
August 5, 2002
To Citibank, N.A., as Administrative
Agent under the Credit Agreement
referred to below
Ladies and Gentlemen:
We make reference to the (three-year) Credit Agreement and the (364-day)
Credit Agreement, each dated as of July 31, 2002 (collectively, the "Credit
Agreements"), among Carolina Power & Light Company (the "Borrower"), the lenders
named therein and Citibank, N.A., as Administrative Agent. Terms defined in the
Credit Agreement are used herein as defined therein.
The Borrower and The Bank of New York (the "Assuming Lender") each hereby
agree as follows:
1. The Assuming Lender proposes to become an Assuming Lender pursuant to
Section 2.04(b) of Each Credit Agreement and, in that connection, hereby
agrees with the Administrative Agent and the Borrower that it shall become
a Lender with a Commitment of $12,500,000 for all purposes under each
Credit Agreement on the applicable Commitment Increase Date.
2. The Assuming Lender (a) confirms that it has received copies of the Credit
Agreements, together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter
into this Assumption Agreement; (b) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreements; (c) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreements as are
delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; and (d)
agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreements are required to be
performed by it as a Lender.
3. Following the execution hereof, this Assumption Agreement will be delivered
to the Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assumption Agreement (the
"Effective Date") shall be the applicable Commitment Increase Date.
4. Upon satisfaction of the applicable conditions set forth in Section 2.04(b)
of each Credit Agreement and upon such acceptance and recording by the
Administrative Agent, as of the Effective Date, the Assuming Lender shall
be a party to the Credit Agreements and have all of the rights and
obligations of a Lender thereunder.
5. This Assumption Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.
6. This Assumption Agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of the Assumption Agreement by Facsimile shall be effective as
delivery of a manually executed counterpart of this Assumption Agreement.
IN WITNESS WHEREOF, the Borrower and the Assuming Lender have caused this
letter to be duly executed and delivered as of the date first above
written.
Very truly yours,
CAROLINA POWER & LIGHT COMPANY
By /s/ Thomas R. Sullivan
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Name: Thomas R. Sullivan
Title: Treasurer
THE BANK OF NEW YORK
By /s/ Jesus Williams
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Name: Jesus Williams
Title: Assistant Vice President
Accepted this 5th day of
August 2002:
CITIBANK, N.A.,
As Administrative Agent
By________________________________
Name:
Title:
EXECUTION COPY
NOTICE OF COMMITMENT INCREASE
August 5, 2002
Ladies and Gentlemen:
We refer to the (364-day) Credit Agreement and the (three-year) Credit
Agreement, each dated as of July 31, 2002 (collectively, the "Credit
Agreements"), among Carolina Power & Light Company (the "Borrower"), the lenders
named therein and Citibank, N.A., as Administrative Agent (the "Agent"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to them in the Credit Agreements.
Pursuant to Section 2.04(b) of each Credit Agreement, we hereby provide
notice to you of a proposed Commitment Increase under each Credit Agreement. The
Bank of New York has indicated to the Borrower that it wishes to participate in
the facilities under each Credit Agreement and thereby become an Assuming
Lender. The Bank of New York has indicated to the Borrower that it wishes to
participate in the facilities under each Credit Agreement and thereby become an
Assuming Lender. The Bank of New York proposes to participate in each Credit
Agreement in the amount of $12,500,000 thus increasing the aggregate amount of
the Commitments to $285,000,000 under each Credit Agreement as of August 8,
2002, which will be the Commitment Increase Date.
Very truly yours,
CITIBANK, N.A.
By /s/ Anita J. Brickell
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Name: Anita J. Brickell
Title: Vice President