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 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 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