Common use of Fails Clause in Contracts

Fails. If settlement of a Book-Entry Note is rescheduled or canceled, the Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date. If the Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note "canceled" in accordance with the Indenture, and make appropriate entries in the Trustee's records. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Presenting Agent may enter an SDFS deliver order through DTC's Participant Terminal System debiting such Note to such Agent's participant account and crediting such Note free to the participant account of the Trustee and shall notify the Trustee and the issuer thereof. Thereafter, the Trustee (i) will immediately notify the Issuer, once the Trustee has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx (in immediately available funds) to the Presenting Agent an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer and (ii) the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the Settlement Date, if possible, and in any event no later than 5:00 p.m. on the following Business Day. If the fail shall have occurred for any reason other than failure of the Presenting Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. EXHIBIT D [LETTERHEAD OF XXXXXX, XXXX & XXXXXXX] January __, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000

Fails. If settlement of a Book-Entry Note is rescheduled or canceledcancelled, the Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date. If the Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such xxxh Global Note "canceledcancelled," in accordance with the Indenture, and make appropriate entries in the Trustee's recordsrecords and send such cancelled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent Distributor may enter an SDFS deliver order through DTC's Participant Terminal System debiting such Note to such AgentDistributor's participant account and crediting such Note free (free) to the participant account of the Trustee and shall notify the Trustee and the issuer Issuer thereof. Thereafter, the Trustee Trustee, (i) will immediately notify the Issuer, once the Trustee has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx Fedwire (in immediately available funds) to the Presenting Agent Distributor an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer maintained at Bank of America Illinois, Chicago, Illinois, and (ii) the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the Settlement Datesettlement date, if possible, and in any event no not later than 5:00 p.m. on the following Business Day. If the fail shall have occurred for any reason other than failure of the Presenting Agent Distributor to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent Distributor on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. EXHIBIT D [LETTERHEAD OF XXXXXX, XXXX & XXXXXXX] January XXXXXXX X __________, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx2000 DELAYED DELIVERY CONTRACT Whitxxx Xxxporation c/o [NAME AND ADDRESS OF EACH DISTRIBUTOR] Gentlemen: The undersigned hereby agrees to purchase from Whitxxx Xxxporation, XX 00000a Delaware corporation ("Company"), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on __________, 200_ ("Delivery Date"), $ ------------------ principal amount of the Company's ______________ securities ("Securities"), offered by the Company's Prospectus dated __________, 2000 and a Prospectus Supplement dated __________, 200_ relating thereto, receipt of copies of which is hereby acknowledged, at __% of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). Payment for the Securities that the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company in immediately available funds at the office of _______________________ at 10:00 A.M. on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned for delivery on such Delivery Date in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the condition[S] that (1) investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject [AND (2) THE COMPANY SHALL HAVE SOLD TO THE UNDERWRITERS THE TOTAL PRINCIPAL AMOUNT OF THE SECURITIES LESS THE PRINCIPAL AMOUNT THEREOF COVERED BY THIS AND OTHER SIMILAR CONTRACTS]. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which governs such investment. [PROMPTLY AFTER COMPLETION OF THE SALE TO THE UNDERWRITERS THE COMPANY WILL MAIL OR DELIVER TO THE UNDERSIGNED AT ITS ADDRESS SET FORTH BELOW NOTICE TO SUCH EFFECT, ACCOMPANIED BY A COPY OF THE OPINION OF COUNSEL FOR THE COMPANY DELIVERED TO THE UNDERWRITERS IN CONNECTION THEREWITH.] This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the acceptance of any such Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, ----------------------------------- (Name of Purchaser) By: ------------------------------- ----------------------------------- (Title of Signatory) ----------------------------------- ----------------------------------- (Address of Purchaser) Accepted, as of the above date. WHITXXX XXXPORATION By: -----------------------------

Fails. If settlement of a Book-Entry Note is rescheduled or canceled, the Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date. If the Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark such Global Note "canceled" in accordance with the Indenture, and make appropriate entries in the Trustee's records. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Presenting Agent may enter an SDFS deliver order through DTC's Participant Terminal System debiting such Note to such Agent's participant account and crediting such Note free to the participant account of the Trustee and shall notify the Trustee and the issuer thereof. Thereafter, the Trustee (i) will immediately notify the Issuer, once the Trustee has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx (in immediately available funds) to the Presenting Agent an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer and (ii) the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the Settlement Date, if possible, and in any event no later than 5:00 p.m. on the following Business Day. If the fail shall have occurred for any reason other than failure of the Presenting Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. EXHIBIT D --------- [LETTERHEAD OF XXXXXX, XXXX & XXXXXXX] January __February 21, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000

Fails. If settlement of a Book-Entry Note is rescheduled or canceledcancelled, the Issuer shall notify the TrusteeFiscal Agent, and upon receipt of such notice, the Trustee Fiscal Agent will deliver to DTC, through DTC's ’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement dateSettlement Date. If the Trustee Fiscal Agent has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee Fiscal Agent shall deliver to DTC, through DTC's ’s Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee's Fiscal Agent’s participant account. DTC will process the withdrawal message, provided that the Trustee's Fiscal Agent’s participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee Fiscal Agent will mark xxxx such Global Note "canceled" in accordance with the Indenture“cancelled” and destroy such Global Note, and make appropriate entries in the Trustee's recordsFiscal Agent’s records and send a certificate of destruction to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee Fiscal Agent will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent Dealer may enter an SDFS deliver order through DTC's ’s Participant Terminal System debiting such Note to such Agent's Dealer’s participant account and crediting such Note free [free] to the participant account of the Trustee Fiscal Agent and shall notify the Trustee Fiscal Agent and the issuer Issuer thereof. Thereafter, the Trustee Fiscal Agent, (i) will immediately notify the Issuer, once the Trustee Fiscal Agent has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx Fedwire (in immediately available funds) to the Presenting Agent Dealer an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer maintained at , and (ii) the Trustee Fiscal Agent will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the Settlement Date, if possible, and in any event no not later than 5:00 p.m. on the following Business Day. If the fail shall have occurred for any reason other than failure of the Presenting Agent Dealer to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer Guarantor will reimburse the Presenting Agent Dealer on an equitable basis “cost of funds” for its loss of the use of funds during the period when the funds were credited to the account of the Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee Fiscal Agent will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. EXHIBIT D [LETTERHEAD OF XXXXXX, XXXX & XXXXXXX] January __, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000.

Fails. If settlement of a Book-Entry Note is rescheduled or canceled, the Issuer shall notify the TrusteeIssuing and Paying Agent, and upon receipt of such notice, the Trustee Issuing and Paying Agent will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Market Day immediately preceding the scheduled settlement date. If the Trustee Agent or Issuing and Paying Agent has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee Issuing and Paying Agent shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Market Day, a withdrawal message instructing DTC to debit such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the TrusteeIssuing and Paying Agent's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee Issuing and Paying Agent will mark xxxx such Global Note "canceled" in accordance with the Indenture", and make appropriate entries in the TrusteeIssuing and Paying Agent's recordsrecords and send such canceled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee Issuing and Paying Agent will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent Underwriter may enter an SDFS a deliver order through DTC's Participant Terminal System debiting such Note to such Agentthe Presenting Underwriter's participant account and crediting such Note free to the participant account of the Trustee Issuing and Paying Agent and shall notify the Trustee Issuing and Paying Agent and the issuer Issuer thereof. Thereafter, the Trustee Issuing and Paying Agent, (i) will immediately notify the Issuer, once the Trustee Issuing and Paying Agent has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx Fedwire (in immediately available funds) to the Presenting Agent Underwriter an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer maintained at City National Bank, and (ii) the Trustee Issuing and Paying Agent will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the Settlement Datesettlement date, if possible, and in any event no not later than 5:00 p.m. on the following Business Day. If the fail shall have occurred for any reason other than failure of the Presenting Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. EXHIBIT D [LETTERHEAD OF XXXXXX, XXXX & XXXXXXX] January __, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000following

Fails. If In the event that a purchaser shall fail to accept delivery of and make payment for a Note on the settlement of a Book-Entry Note is rescheduled or canceleddate, the Issuer shall Presenting Agent will notify the TrusteeTrustee and the Issuer by telephone, and upon receipt of confirmed in writing. If such noticeNote has been delivered to the Presenting Agent, as the Issuer's agent, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date. If the Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee Presenting Agent shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit return such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all funds have been advanced by the Book-Entry Notes represented by a Global Presenting Agent for the purchase of such Note, the Issuer will, immediately upon receipt of confirmation from the Trustee will mark of receipt of such Global Note "canceled" in accordance with the Indenture, and make appropriate entries in the Trustee's records. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, debit its account for the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes amount so advanced and shall be canceled immediately after issuance and refund the other of which shall represent the remaining Book-Entry Notes payment previously represented made by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants and, in turn, the Presenting Agent may enter an SDFS deliver order through DTC's Participant Terminal System debiting such Note to such Agent's participant account and crediting such Note free to the participant account of the Trustee and shall notify the Trustee and the issuer thereof. Thereafter, the Trustee (i) will immediately notify the Issuer, once the Trustee has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx (in immediately available funds) to the Presenting Agent an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer and (ii) the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits payments will be made on the Settlement Datesettlement date for such Note, if possible, and in any event no not later than 5:00 p.m. on the Business Day following Business Daysuch settlement date. If the fail any failure described in this paragraph shall have occurred for any reason other than the failure of the Presenting Agent to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when the funds they were credited to the account of the Issuer. Notwithstanding the foregoing, Immediately upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, receipt of the Book-Entry Notes to have been represented by a Global NoteNote in respect of which the fail occurred, the Trustee will provide for cause the authentication and issuance of a Global Note representing the other Book-Entry Notes Debt Security Registrar to have been represented by such Global Note and will make appropriate entries to reflect the fact that the Note was never issued and the Note will be cancelled and disposed of as provided in its recordsthe Indenture. EXHIBIT D [LETTERHEAD OF XXXXXXAgents' Addresses for Delivery of the Prospectus with the Pricing Supplement Name and Address of Agents XXXXXXXX XXXEEMENT __________, XXXX & XXXXXXX] January 199_ Piedmont Natural Gas Company, Inc. 1915 Xxxxxxx Xxxx Xxxxxxxxx, North Carolina 28211 Attention: Ted X. Xxxxx, Xxce President and Treasurer The undersigned agrees to purchase the following principal amount of the Securities described in the Agency Agreement dated ____________, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx(the "Agency Agreement"): Principal Amount $ -------------------- Interest Rate % ---- Maturity Date -------------------- Discount % of Principal Amount ----- Price to be paid to Issuer (in immediately available funds) $ -------------------- Commission to Agent $ -------------------- Settlement Date , XX 00000199_ -------------------- Except as otherwise expressly provided herein, all terms used herein which are defined in the Agency Agreement shall have the same meanings as in the Agency Agreement. The terms Agent and Agents, as used in the Agency Agreement, shall be deemed to refer only to the undersigned for purposes of this Agreement. This Agreement incorporates by reference all of the provisions of the Agency Agreement, (including any amendment entered into pursuant thereto by the Issuer and the undersigned Agent, to the extent applicable), except provisions of the Agency Agreement relating specifically to solicitation by the Agents, as Agents, and except that (i) the last sentence of Section 7(d) shall not be applicable; and (ii) the term "this Agreement", as used in Section 7(d) of the Agency Agreement, shall be deemed to refer to this Agreement (and not the Agency Agreement) except that in the fifth sentence such term shall be deemed to refer to the Agency Agreement. [Insert other appropriate changes.] You and we agree to perform, to the extent

Fails. If settlement of a Book-Entry Note is rescheduled or canceledcancelled, the Issuer shall notify the Trustee, and upon receipt of such notice, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled settlement date. If the Trustee has not entered an SDFS deliver order with respect to a Book-Entry Note, then upon written request (which may be evidenced by telecopy transmission) of the Issuer, the Trustee shall deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, but no later than 2:00 p.m. on any Business Day, a withdrawal message instructing DTC to debit such Note to the Trustee's participant account. DTC will process the withdrawal message, provided that the Trustee's participant account contains a principal amount of the Global Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Global Note, the Trustee will mark xxxx such Global Note "canceledcancelled," in accordance with the Indenture, and make appropriate entries in the Trustee's recordsrecords and send such cancelled Global Note to the Issuer. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be canceled cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent such Book-Entry Note or Notes and shall be canceled cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such participants Participants and, in turn, the Presenting Agent Distributor may enter an SDFS deliver order through DTC's Participant Terminal System debiting such Note to such AgentDistributor's participant account and crediting such Note free (free) to the participant account of the Trustee and shall notify the Trustee and the issuer Issuer thereof. Thereafter, the Trustee Trustee, (i) will immediately notify the Issuer, once the Trustee has confirmed that such Note has been credited to its participant account, and the Issuer shall immediately transfer by Xxxxxxx Fedwire (in immediately available funds) to the Presenting Agent Distributor an amount equal to the price of such Note which was previously sent by wire transfer to the account of the Issuer maintained at Xxxxx Fargo Bank Minnesota, National Association, Minneapolis, Minnesota, and (ii) the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. Such debits and credits will be made on the Settlement Datesettlement date, if possible, and in any event no not later than 5:00 p.m. on the following Business Day. If the fail shall have occurred for any reason other than failure of the Presenting Agent Distributor to provide the Purchase Information to the Issuer or to provide a confirmation to the purchaser, the Issuer will reimburse the Presenting Agent Distributor on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Issuer. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Note, the Trustee will provide for the authentication and issuance of a Global Note representing the other Book-Entry Notes to have been represented by such Global Note and will make appropriate entries in its records. C-14 EXHIBIT D , 200 DELAYED DELIVERY CONTRACT PepsiAmericas, Inc. c/o [LETTERHEAD NAME AND ADDRESS OF XXXXXXEACH DISTRIBUTOR] Gentlemen: The undersigned hereby agrees to purchase from PepsiAmericas, XXXX & XXXXXXXInc., a Delaware corporation ("Company"), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on , 200 ("Delivery Date"), $ principal amount of the Company's securities ("Securities"), offered by the Company's Prospectus dated , 200 and a Prospectus Supplement dated , 200 relating thereto, receipt of copies of which is hereby acknowledged, at % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). Payment for the Securities that the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company in immediately available funds at the office of at 10:00 A.M. on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned for delivery on such Delivery Date in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the condition[S] January __that (1) investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject [AND (2) THE COMPANY SHALL HAVE SOLD TO THE UNDERWRITERS THE TOTAL PRINCIPAL AMOUNT OF THE SECURITIES LESS THE PRINCIPAL AMOUNT THEREOF COVERED BY THIS AND OTHER SIMILAR CONTRACTS]. The undersigned represents that its investment in the Securities is not, 1997 Xxxxxx Brothers Inc. 0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxxas of the date hereof, XX 00000prohibited under the laws of any jurisdiction to which the undersigned is subject and which governs such investment. [PROMPTLY AFTER COMPLETION OF THE SALE TO THE UNDERWRITERS THE COMPANY WILL MAIL OR DELIVER TO THE UNDERSIGNED AT ITS ADDRESS SET FORTH BELOW NOTICE TO SUCH EFFECT, ACCOMPANIED BY A COPY OF THE OPINION OF COUNSEL FOR THE COMPANY DELIVERED TO THE UNDERWRITERS IN CONNECTION THEREWITH.] This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the acceptance of any such Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, (Name of Purchaser) By: (Title of Signatory) (Address of Purchaser) Accepted, as of the above date. PEPSIAMERICAS, INC. By: EXHIBIT 1.2 EXHIBIT A EXHIBIT B EXHIBIT C