Form of Series B Note] Piedmont Natural Gas Company, Inc.
Exhibit 4.2
[Form of Series B Note]
Piedmont Natural Gas Company, Inc.
4.24% Series B Senior Note Due June 6, 2021
No. [_____]
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[Date] | |
$[_______]
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PPN ###### ### |
For Value Received, the undersigned, Piedmont Natural Gas Company, Inc.
(herein called the “Company”), a corporation organized and existing under the laws of the State of
North Carolina, hereby promises to pay to [____________], or registered assigns, the principal sum
of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on
June 6, 2021, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance hereof at the rate of 4.24% per annum from the date hereof, payable
semiannually on the 1st day of June and December in each year and at maturity,
commencing with the June or December next succeeding the date hereof, until the principal hereof
shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise),
and (b) to the extent permitted by applicable law, on any overdue payment of interest and, during
the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any
Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.24%, or (ii)
2% over the rate of interest publicly announced by Bank of America, N.A. from time to time in New
York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option
of the registered holder hereof, on demand).
Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Bank of America, N.A. in New York,
New York or at such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of May 6, 2011 (as from time to time amended, modified,
supplemented, restated and/or replaced from time to time, the “Note Purchase Agreement”), between
the, Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each subsequent holder of this Note will be deemed, by its acceptance hereof, to
have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement.
Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement.
The Company waives all relief from valuation and appraisement laws.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.
| Piedmont Natural Gas Company, Inc. |
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