Exhibit 4.2



 





Exhibit 4.2




AMENDMENT

September 1992 NOTE AGREEMENT




     Amendment (this “Amendment”), dated as of September 16, 2005, to the Note Agreement,
dated as of September 21, 1992 (the “Existing Agreement”) and, as amended by this Amendment and as
may be further amended from time to time, (the “Agreements”) by and among Piedmont Natural Gas
Company, Inc. (the “Company”) and Provident Life and Accident Insurance Company (“Provident”),
pursuant to which the Company issued its U.S. $35,000,000 aggregate principal amount of 8.51%
Senior Note due September 30, 2017 (the “Note”) to Provident.



     Capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreements.



RECITALS:




          A. The Company has been and remains in full compliance with the terms and conditions of the
Existing Agreement and the Note and no Default or Event of Default has occurred or is continuing.




          B. The Company is exploring an opportunity in entering into a joint venture thru one
of its Subsidiaries that is a limited liability company.




          C. The Company desires to amend the definition of Subsidiary contained in the Existing
Agreement to include a limited liability company.




          NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, the
parties hereto agree as follows:




SECTION 1. AMENDMENT TO NOTE AGREEMENT




     The existing Agreement shall be and is hereby amended as follows:



     1.1 Section 10. Definitions of the Existing Agreement shall be and the same
is hereby amended by modifying the following definition of Subsidiary contained therein,
and such term shall be and hereby is amended to read in it entirety as follows:



          “Subsidiary” shall mean any corporation or limited liability company at least a
majority of the total combined voting power of all classes of Voting Stock or membership
interest of which shall, at the time as of which any determination is being made, be owned
by the Company either directly or through Subsidiaries.




 









 








SECTION 2. WARRANTIES AND REPRESENTATIONS




          To induce Provident to enter into this Amendment and to consent to the amendment set
forth herein, the Company warrants and represents, on the date of this Amendment, as
follows (it being agreed, however, that nothing in this Section 2 shall affect any of the
warranties and representations previously made by the Company in or pursuant to the
Existing Agreement, and that all of such other warranties and representations, as well as
the warranties and representations in this Section 2, shall survive the effectiveness of
this Amendment and the amendments as set forth herein):




     2.1 Organization; Power and Authority.



     The Company is a public company duly incorporated and validly existing under the laws
of North Carolina and is duly qualified as a corporation and is in good standing in each
other jurisdiction in which such qualifications required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a material adverse effect.
The Company has the corporate power and authority to own its properties and to conduct its
business and to execute and deliver this Amendment and the Agreements as amended by this
Amendment.



     2.2 Authorization, etc. This Amendment and the Agreements as amended by this Amendment
have been duly authorized by all necessary corporate action on the part of the Company.



SECTION 3. MISCELLANEOUS




     3.1 Except as hereinabove specifically amended, all other provisions of the Existing
Agreement shall remain in full force and effect.



     3.2 THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NORTH CAROLINA.



     3.3 This Amendment and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted successors and assigns.



     3.4 This Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which taken together shall be deemed to constitute one and
the same instrument, and it shall not be necessary in making proof of this Amendment to
produce or account for more than one of such counterparts.



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     IN WITNESS WHEREOF the parties hereto have executed and delivered this Amendment as of the
date first set forth above.



	 	 	 	 	 	 	 
	 	 	PIEDMONT NATURAL GAS COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O. Pritchard
 

	 	 
	 	 	Name: Robert O. Pritchard	 	 
	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	PROVIDENT LIFE AND ACCIDENT

INSURANCE COMPANY

By: Provident Investment Management, LLC

Its: Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ben Vance
 

	 	 
	 	 	Name: Ben Vance	 	 
	 	 	Title: Vice President	 	 






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