Common use of Date of Borrowing Clause in Contracts

Date of Borrowing. We hereby offer to make Bid Rate Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Bid Rate Amount** Period*** [(Indexed)****] [(General)*****] -------- --------- --------------- ---------------- $ $ -------- *As specified in the related Invitation. **Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger of multiple of $1,000,000. ***Not less than one month or less than 30 days, as specified in the related Invitation, but no bid may be submitted for an Interest Period extending beyond bidder's Commitment Termination Date. No more than five bids are permitted for each Interest Period. ****Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". *****Specify rate of interest per annum (rounded to the nearest 1/10,000th of 1%). provided, that the aggregate principal amount of Bid Rate Loans for which the above offers may be accepted shall not exceed $____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364-Day Credit Agreement dated as of August 25, 1997 among the Borrower, the Banks listed on the signature pages thereof and yourselves, as Administrative Agent, irrevocably obligates us to make the Bid Rate Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: _________________________ By: __________________________________ Authorized Officer EXHIBIT E OPINION OF COUNSEL FOR THE BORROWER [Effective Date] To the Banks and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: We have acted as counsel for Duke Capital Corporation (the "BORROWER") in connection with the 364-Day Credit Agreement (the "CREDIT AGREEMENT") dated as of August 25, 1997 among the Borrower, the banks listed on the signature pages thereof and The Chase Manhattan Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that:

Date of Borrowing. We hereby offer to make Bid Rate Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Bid Rate Principal Interest Bid Rate Amount** Period*** [(Indexed)****] [(General)]*****] -------- --------- --------------- ---------------- --------- -------------- ----------------- $ $ -------- ----------------------------- *As specified in the related Invitation. **Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger of multiple of $1,000,000. ***Not less than one month or less than 30 days, as specified in the related Invitation, but no bid may be submitted for an Interest Period extending beyond bidder's Commitment Termination Date. No more than five bids are permitted for each Interest Period. ****Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". *****Specify Specific rate of interest per annum (rounded to the nearest 1/10,000th of 1%). $ provided, that the aggregate principal amount of Bid Rate Loans for which the above offers may be accepted shall not exceed $_____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364Three-Day Year Credit Agreement dated as of August 2529, 1997 2001 among the Borrower, the Banks listed on the signature pages thereof thereof, Bank of America, N.A., as Syndication Agent, and yourselves, as Administrative Agent, irrevocably obligates us to make the Bid Rate Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: _________________________ By: __________________________________ ---------------------------- ---------------------------- Authorized Officer EXHIBIT E E-1 OPINION OF GENERAL COUNSEL FOR OF THE BORROWER [Effective Date] August 29, 2001 To the Banks and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsLadies and Gentlemen: We have acted as counsel for I am the Deputy General Counsel of Duke Capital Energy Corporation (the "BORROWERBorrower") and have acted as its counsel in connection with the 364Three-Day Year Credit Agreement (the "CREDIT AGREEMENTCredit Agreement") ), dated as of August 2529,2001, 1997 among the Borrower, the banks listed on the signature pages thereof and thereof, The Chase Manhattan Bank, as Administrative Agent, and Bank of America, N.A., as Syndication Agent. Terms Capitalized terms defined in the Credit Agreement are used herein as therein defined. We This opinion letter is being delivered pursuant to Section 3.01(b) of the Credit Agreement. In such capacity, I or attorneys under my direct supervision have examined originals or copies, certified or otherwise identified to our my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are I am of the opinion that:

Date of Borrowing. We hereby offer to make Competitive Bid Rate Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Bid Rate Amount** Period*** [(Indexed)****] [(General)*****] -------- --------- --------------- ---------------- $ $ -------- ** As specified in the related Invitation. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank Lender is willing to lend. Bids must be made for $5,000,000 or a larger of multiple of $1,000,000. **** Not less than one month (LIBOR Auction) or not less than 30 daysseven days (Absolute Rate Auction), as specified in the related Invitation, but no bid may be submitted for an Interest Period extending beyond bidder's Commitment Termination Date. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify whether "“PLUS" ” or "“MINUS"”. ****** Specify rate of interest per annum (rounded to the nearest 1/10,000th of 1%). provided[Provided, that the aggregate principal amount of Competitive Bid Rate Loans for which the above offers may be accepted shall not exceed $____________$ .]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364-Day Second Amended and Restated Credit Agreement dated as of August 25October ___, 1997 2008 among the BorrowerXxxxxx Xxxxxxxx Materials, Inc., the Banks listed on the signature pages thereof and Lenders from time to time parties thereto, yourselves, as Administrative AgentAgent and Bank of America, N.A., Branch Banking and Trust Company, Wachovia Bank, National Association and Xxxxx Fargo Bank, N.A., as Co-Syndication Agents irrevocably obligates us to make the Competitive Bid Rate Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] DatedBy: ______________________By: Authorized Officer AGREEMENT dated as of , 20___ By: __________________________________ Authorized Officer EXHIBIT E OPINION OF COUNSEL FOR THE BORROWER among [Effective DateASSIGNOR] To (the Banks and “Assignor”), [ASSIGNEE] (the Administrative Agent Referred to Below c/o The Chase Manhattan Bank “Assignee”), XXXXXX XXXXXXXX MATERIALS, INC. (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: We have acted as counsel for Duke Capital Corporation (the "BORROWER"“Administrative Agent”) in connection with the 364-Day Credit Agreement (the "CREDIT AGREEMENT") dated as of August 25, 1997 among the Borrower, the banks listed on the signature pages thereof and The Chase Manhattan Bank[ISSUING LENDER(S)], as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that:Issuing Lender(s).

Date of Borrowing. We hereby offer to make Bid Rate Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Bid Rate Amount** Period*** [(Indexed)****] [(General)*****] -------- --------- --------------- ---------------- $ $ -------- *provided, that the aggregate principal amount of Bid Rate Loans for which the above offers may be accepted shall not exceed $___________.] ------------------------ * As specified in the related Invitation. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger of multiple of $1,000,000. **** Not less than one month or less than 30 days, as specified in the related Invitation, but no bid may be submitted for an Interest Period extending beyond bidder's Commitment Termination Date. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%l%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (rounded to the nearest 1/10,000th of 1%). provided, that the aggregate principal amount of Bid Rate Loans for which the above offers may be accepted shall not exceed $____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364Three-Day Year Credit Agreement dated as of August 2520, 1997 2001 among the Borrower, the Banks listed on the signature pages thereof thereof, Bank of America, N.A., as Syndication Agent, and yourselves, as Administrative Agent, irrevocably obligates us to make the Bid Rate Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: _________________________ By: __________________________________ -------------------- ------------------------------------ Authorized Officer EXHIBIT E E-1 OPINION OF GENERAL COUNSEL FOR OF THE BORROWER [Effective Date] August 20, 2001 To the Banks and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear SirsLadies and Gentlemen: We have acted as counsel for I am the Deputy General Counsel of Duke Capital Corporation (the "BORROWERBorrower") and have acted as its counsel in connection with the 364Three-Day Year Credit Agreement (the "CREDIT AGREEMENTCredit Agreement") ), dated as of August 2520, 1997 2001, among the Borrower, the banks listed on the signature pages thereof and thereof, The Chase Manhattan Bank, as Administrative Agent, and Bank of America, N.A., as Syndication Agent. Terms Capitalized terms defined in the Credit Agreement are used herein as therein defined. We This opinion letter is being delivered pursuant to Section 3.01 (b) of the Credit Agreement. In such capacity, I or attorneys under my direct supervision have examined originals or copies, certified or otherwise identified to our my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are I am of the opinion that:

Date of Borrowing. We hereby offer to make Bid Rate Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Bid Rate Amount** Period*** [(Indexed)****] [(General)*****] -------- --------- --------------- ---------------- $ $ provided, that the aggregate principal amount of Bid Rate Loans for which the above offers may be accepted shall not exceed $___________.]** -------- *As specified in the related Invitation. **Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger of multiple of $1,000,000. ***Not less than one month or less than 30 days, as specified in the related Invitation, but no bid may be submitted for an Interest Period extending beyond bidder's Commitment Termination Date. No more than five bids are permitted for each Interest Period. ****Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". *****Specify rate of interest per annum (rounded to the nearest 1/10,000th of 1%). provided, that the aggregate principal amount of Bid Rate Loans for which the above offers may be accepted shall not exceed $____________.]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the 364Five-Day Year Credit Agreement dated as of August 25, 1997 among the Borrower, the Banks listed on the signature pages thereof and yourselves, as Administrative Agent, irrevocably obligates us to make the Bid Rate Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Dated: __________________________ By: __________________________________ Authorized Officer EXHIBIT E OPINION OF COUNSEL FOR THE BORROWER [Effective Date] To the Banks and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs: We have acted as counsel for Duke Capital Corporation (the "BORROWER") in connection with the 364Five-Day Year Credit Agreement (the "CREDIT AGREEMENT") dated as of August 25, 1997 among the Borrower, the banks listed on the signature pages thereof and The Chase Manhattan Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, we are of the opinion that: