Contract
Exhibit 10.2
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxxxx, XX 00000
March 29, 2023
To the Lenders under the Term Loan Credit Agreement, dated as of March 9, 2022, by and among Duke Energy Corporation (the “Company”) and the lenders referred to therein (the “Term Loan Credit Agreement”)
Re: Waiver of notice under Section 9.05(b) of the Term Loan Credit Agreement
As a Lender under the Master Credit Facility, you previously agreed to an amendment to section 6.01(f) of that agreement, relating to convertible securities, effective March 17, 2023. Section 9.05(b) of the Term Loan Credit Agreement provides that any amendment to Article 6 of the Master Credit Facility automatically applies to the Term Loan Credit Agreement, provided that (x) the effectiveness of that amendment to the Term Loan Credit Agreement shall be the later of (i) the effectiveness of the Master Credit Facility Change, and (ii) 30 days after the Company gives notice of the Master Credit Facility change to the Administrative Agent under the Term Loan Credit Agreement, and (y) the Required Lenders do not notify the Company within 30 days that the Master Credit Facility Change shall not be effective to the Term Loan Credit Agreement.
In order for the Company to offer and sell convertible securities as early as April 3, 2023, the Company requests a waiver of the 30-day notice periods referenced in section 9.05(b) of the Term Loan Credit Agreement to cause the automatic adoption of the amendment to 6.01(f) in the Term Loan Credit Agreement to be effective no later than March 31, 2023.
The Company requests that each Lender execute its signature page attached to this letter and return a scanned copy of the respective executed page to my attention by 3:00 p.m. (Eastern) on Friday, March 31, 2023.
Terms capitalized herein shall have the meanings ascribed to them in the Term Loan Credit Agreement.
Thank you for your consideration.
/s/ Xxxxxxx X. Xxxxxxxxxxx______
Xxxxxxx X. Xxxxxxxxxxx
Assistant Treasurer
[Signature Pages Follow]
Exhibit 10.2
The Bank of Nova Scotia, as a Lender and as Administrative Agent
By:/s/ Xxxxx Xxxxx __________________
Name: Xxxxx Xxxxx
Title: Director
[Signature Page to Waiver Letter]
Exhibit 10.2
Bank of China, New York Branch, as a Lender
By:/s/ Xxxxxxx Xxxx _________________
Name: Xxxxxxx Xxxx
Title: Executive Vice President
[Signature Page to Waiver Letter]
Exhibit 10.2
BNP Paribas, as a Lender
By:/s/ Xxxxx X’ Xxxxx ______________
Name: Xxxxx X’ Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxx ________________
Name: Xxxxxx Xxxxxxx
Title: Vice President
[Signature Page to Waiver Letter]
Exhibit 10.2
PNC Bank, National Association, as a Lender
By:/s/ Xxxxxxx Xxxxxxxx _____________
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
[Signature Page to Waiver Letter]
Exhibit 10.2
Regions Bank, as a Lender
By:/s/ Xxxxxxx Xxxxxx _______
Name: Xxxxxxx Xxxxxx
Title: Director
[Signature Page to Waiver Letter]
Exhibit 10.2
Sumitomo Mitsui Banking Corporation, as a Lender
By:/s/ Xxxxxx X. Xxxxxxxx ____________
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Director
[Signature Page to Waiver Letter]
Exhibit 10.2
TD Bank, N.A., as a Lender
By: /s/ Xxxxx Xxxx ______________________
Name: Xxxxx Xxxx
Title: Senior Vice President
[Signature Page to Waiver Letter]
Exhibit 10.2
U.S. Bank National Association, as a Lender
By: /s/ Xxxxx X’ Xxxxxxxxxxx ___________
Name: Xxxxx X’ Xxxxxxxxxxx
Title: Vice President
[Signature Page to Waiver Letter]
Exhibit 10.2
Xxxxx Fargo Bank, National Association, as a Lender
By: /s/ Xxxxxxx Xxxxx ___________________
Name: Xxxxxxx Xxxxx
Title: Managing Director
[Signature Page to Waiver Letter]
Exhibit 10.2
KeyBank National Association, as a Lender
By:/s/ Xxxx X. Xxxxx __________________
Name: Xxxx X. Xxxxx
Title: Senior Vice President
[Signature Page to Waiver Letter]
