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This excerpt taken from the DUK 8-K filed Jun 30, 2006. Payment
Date”) a fee of 0.55% (on a per annum basis) on (i) the
maximum aggregate exposure (determined solely by reference to the maximum
amount that may be guaranteed under Continuing Support Obligations in
accordance with the terms thereof with respect to Continuing Support
Obligations that are capped, and determined solely by reference to the
mark-to-market exposure thereunder with respect to Continuing Support
Obligations that are not capped), calculated as of the 15th day of such month
in which the applicable Payment Date occurs, of the applicable Seller or
Non-Company Affiliates providing such Continuing Support Obligations. Buyer
shall deliver to
45 Seller on each Payment Date a listing of any releases of Continuing Support Obligations pursuant to Section 6.7(d) obtained since the prior Payment Date. (f) Notwithstanding anything in this Agreement to the contrary, Seller and the Non-Company Affiliates may not terminate any Continuing Support Obligations at any time after the Closing until such Continuing Support Obligations terminate or expire by their terms or by consent of the applicable beneficiary or are replaced pursuant to this Section 6.7. (g) Buyer shall have the right to contact and have discussions with each beneficiary of a Support Obligation in order to satisfy its obligations under this Section 6.7; provided, however, that Buyer shall give Seller prior notice before making any such contact and Seller shall have the right to be present during any such discussions. (h) From and after Closing, Buyer shall provide or cause to be provided all Credit Support required to be provided with respect to the CG&E Transactions pursuant to the terms of the TRS Agreement. (i) Promptly following the effective date of the termination or expiration in full of any Continuing Support Obligation in the form of a letter of credit (i) that was posted by a Duke Credit Support Provider on behalf of a Company (which, for purposes of clarification, shall not include any Credit Support provided with respect to the CG&E Transactions) and (ii) to the extent that such letter of credit was included in the calculation of the Credit Support Payment made by Buyer to Seller pursuant to Article II, Seller shall return to Buyer an amount of cash equal to the portion of the Credit Support Payment allocated to such letter of credit in the calculation thereof minus the amount of any drawings made on such letter of credit on or after Closing and prior to the date of the termination or expiration of such letter of credit. |
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