Second Supplemental Indenture dated as of 6/15/03



 



Exhibit 4.3


PIEDMONT NATURAL GAS COMPANY, INC.


AND


CITIBANK, N.A. As Trustee


Second Supplemental Indenture


Dated as of


June 15, 2003


Supplemental to Indenture Dated as of April 1, 1993


Debt Securities


 






 





     THIS SECOND SUPPLEMENTAL INDENTURE dated as of June 15, 2003, between
PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized and existing under
the laws of the State of North Carolina (the “Company”), and CITIBANK, N.A., a
national banking association duly organized and existing under the laws of the
United States (the “Trustee”).


     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of April 1, 1993 (the “Indenture”); and


     WHEREAS, the Company has heretofore executed and delivered to the Trustee
a First Supplemental Indenture dated as of February 25, 1994; and


     WHEREAS, the Company desires to modify and amend the Indenture, as
amended, for the purposes of modifying Section 4.07 to permit the Company to
incur certain liens in addition to the liens now permitted therein; and


     WHEREAS, Section 10.01(g) of the Indenture provides that the Company and
the Trustee may from time to time enter into indentures supplemental thereto to
change or eliminate any provision of the Indenture or to add any new provision
to the Indenture; provided that if such change, elimination or addition will
adversely affect the interest of the holders of the Debt Securities of any
series in any material respect, such change, elimination, or addition will
become effective with respect to such series only when there is no Debt
Security of such series remaining outstanding under the Indenture;


     WHEREAS, the Company represents that all acts and things necessary to
constitute this Second Supplemental Indenture a valid, binding and enforceable
instrument have been done and performed, and the execution of this Second
Supplemental Indenture has in all respects been duly authorized, and the
Company, in the exercise of legal right and power in it vested, is executing
this Second Supplemental Indenture; and


     WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Trustee (i) a copy of the resolution of its
Board of Directors certified by its Secretary or an Assistant Secretary
authorizing the execution of the Second Supplemental Indenture, and (ii) an
Officers’ Certificate and an Opinion of Counsel each stating that the execution
and delivery of this Second Supplemental Indenture comply with the provisions
of Article Ten of the Indenture, and that all conditions precedent provided for
in the Indenture to the execution and delivery of this Second Supplemental
Indenture have been complied with:


     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other valuable consideration, the receipt
whereof is hereby acknowledged, the parties have executed and delivered this
Second Supplemental Indenture and the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders, from
time to time, of the Debt Securities, as follows:


 






 


     Section 1.
Definitions. For all purposes of this Second Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the terms used herein shall have the meanings assigned to
them in the Indenture.


     Section 2.
Representations and Warranties of the Company. The Company
hereby represents and warrants that the Company is not, and after giving effect
to this Second Supplemental Indenture will not be, in default in the
performance or observance of any of the covenants or conditions of the
Indenture.


     Section 3.
Amendment of Indenture. Section 4.07 of the Indenture is
amended by adding the following paragraph at the end thereof:



		
	 	     “With respect to any Debt Securities issued after June 15, 2003,
liens, in addition to those permitted by paragraphs 1 through 12 above,
securing indebtedness not at any time exceeding in the aggregate 5% of
the consolidated stockholders’ equity of the Company and its subsidiaries
as of such time.”



     Section 4.
Effectiveness of this Second Supplemental Indenture. This
Second Supplemental Indenture shall become effective upon June 15, 2003.


     Section 5.
Concerning the Trustee. The Trustee accepts the trusts of the
Indenture as supplemented by the First Supplemental Indenture and this Second
Supplemental Indenture and agrees to perform the same, but only upon the terms
and conditions set forth in the Indenture, as supplemented by the First
Supplemental Indenture and this Second Supplemental Indenture to which the
parties hereto and the Holders from time to time agree. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals herein contained, which shall be taken as the
statements of the Company.


     Section 6.
Miscellaneous. (a) Except as hereby expressly amended, the
Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.


     (b)  All the covenants, stipulations, promises and agreements in this
Second Supplemental Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.


     (c)  This Second Supplemental Indenture shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of said State.


     (d)  If any provision of the Indenture as supplemented by the First
Supplemental Indenture and this Second Supplemental Indenture limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of or govern the Indenture, such latter provision shall
control. If any provision of the Indenture, as supplemented by the First
Supplemental Indenture and this Second Supplemental Indenture, modifies or
excludes any


 






 


provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to the Indenture as so modified or to
be excluded, as the case may be.


     (e)  The titles and headings of the sections of this Second Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.


     (f)  This Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original.


     (g)  In case any provision in this Second Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof or of the Indenture shall not in any way be
affected or impaired thereby.


 






 


     IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereto affixed and attested, all as of the date first above
written.



	 	 	 	 	 
	 	 	PIEDMONT NATURAL GAS COMPANY, INC.
	 	 	 	 	 
	 	 	
By
	 	/s/ David J. Dzuricky
	 	 	 	 	

	 	 	 	 	 
	Attest:	 	 	 	 
	 	 	 	 	 
	/s/ Martin C.
Ruegsegger
	 	 	 	 
	 	 	 	 	 
	[Corporate Seal]	 	 	 	 
	 	 	 	 	 
	 	 	CITIBANK, N.A., AS TRUSTEE
	 	 	 	 	 
	 	 	
By
	 	/s/ P. DeFelice
	 	 	 	 	

	 	 	 	 	 
	Attest:	 	 	 	 
	 	 	 	 	 
	/s/ John J.
Byrnes
	 	 	 	 
	 	 	 	 	 
	[Corporate Seal]	 	 	 	 



 






 




	 	 	 	 	 	 	 
	STATE OF NORTH CAROLINA	 	 	 	)	 	 
	 	 	 	 	)	 	ss.:
	COUNTY OF MECKLENBURG	 	 	 	)	 	 



     On the 17th day of
June, 2003 before me personally
came David J. Dzuricky to me known, who, being by me duly sworn, did depose and
say that he resides at 1915 Rexford Road, Charlotte, North Carolina, that he is
Senior Vice President and Chief Executive Officer of
Piedmont Natural Gas Company, Inc., one of the parties described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the board of directors of said
corporation, and that he signed his name thereto by like authority.



	 	 	 
	 

	 	 	/s/ Wanda R.
O’Neil


	 	 	
Notary Public
	 	 	 
	[NOTARIAL SEAL]	 	 



 






 




	 	 	 	 	 	 	 
	STATE OF NEW YORK	 	 	 	)	 	 
	 	 	 	 	)	 	ss.:
	COUNTY OF NEW YORK	 	 	 	)	 	 



     On the 18th day of
June, 2003 before me personally came P. DeFelice to me known, who, being by me duly sworn, did depose and
say that (s)he resides at 47-09 169th Street, Flushing, New York 11358,
that (s)he is Vice President of Citibank, N.A., as Trustee, one of the parties described in and which
executed the above instrument; that (s)he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the board of directors of said
corporation, and that (s)he signed (his) (her) name thereto by like authority.



	 	 	 
	 

	 	 	/s/ Nanette Murphy


	 	 	
Notary Public
	 	 	 
	[NOTARIAL SEAL]