Lender Waiver Letter, dated as of March 29, 2023, to Amended and Restated Term Loan Credit Agreement, dated as of March 9, 2022

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”)

    

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/ Michael S. Hendershott______

Michael S. Hendershott

Assistant Treasurer

The Bank of Nova Scotia, as a Lender and as Administrative Agent

By:/s/ David Dewar __________________

    Name: David Dewar

    Title: Director

Bank of China, New York Branch, as a Lender

By:/s/ Raymond Qiao _________________

    Name: Raymond Qiao

    Title: Executive Vice President

BNP Paribas, as a Lender

By:/s/ Denis O’ Meara ______________

    Name: Denis O’ Meara

    Title: Managing Director

By: /s/ Victor Padilla ________________

    Name: Victor Padilla

    Title: Vice President

PNC Bank, National Association, as a Lender

By:/s/ Raymond Rockwood _____________

    Name: Raymond Rockwood

    Title: Vice President

Regions Bank, as a Lender

By:/s/ Tedrick Tarver _______

    Name: Tedrick Tarver

    Title: Director

Sumitomo Mitsui Banking Corporation, as a Lender

By:/s/ Alkesh V. Nanavaty ____________

    Name: Alkesh V. Nanavaty

    Title: Executive Director

TD Bank, N.A., as a Lender

By: /s/ Steve Levi ______________________

    Name: Steve Levi

    Title: Senior Vice President

U.S. Bank National Association, as a Lender

By: /s/ James O’ Shaughnessy ___________

    Name: James O’ Shaughnessy

    Title: Vice President

Wells Fargo Bank, National Association, as a Lender

By: /s/ Patrick Engel ___________________

    Name: Patrick Engel

    Title: Managing Director

KeyBank National Association, as a Lender

By:/s/ Lisa A. Ryder __________________

    Name: Lisa A. Ryder

    Title: Senior Vice President