EX-10.5






Exhibit 10.5









December 1, 2008




Piedmont Natural Gas Company, Inc.

4720 Piedmont Row Drive

Charlotte, North Carolina 28210




Attention: Robert O. Pritchard, Treasurer




          Re:       Amended and Restated Revolving Credit Facility




Ladies and Gentlemen:




     This Amended and Restated Revolving Credit Facility (this “Agreement”) is entered into
between BRANCH BANKING AND TRUST COMPANY (the “Lender”) and PIEDMONT NATURAL GAS COMPANY,
INC., a North Carolina corporation (the “Borrower”). Terms not defined herein have the
meanings assigned to them in Exhibit A hereto.



     The Borrower and the Lender have entered into that certain Revolving Credit Facility dated as
of October 29, 2008 (as in effect on the date hereof, the “Existing Credit Facility”).



     The Borrower and the Lender desire to amend and restate the Existing Credit Facility to, among
other things, extend the maturity date of the revolving credit facility and make certain other
changes as set forth herein, all subject to the terms and conditions set forth in this Agreement.




1A. Amendment and Restatement. In order to facilitate the amendment and restatement of the
Existing Credit Facility and otherwise to effectuate the desires of the Borrower and the Lender:




	 	(a)	 	The Borrower and the Lender hereby agree that, (i) this Agreement constitutes
an amendment and restatement of the Existing Credit Facility, and (ii) on the Closing
Date, the terms and provisions of the Existing Credit Facility shall be and hereby are
amended and restated in their entirety by the terms, conditions and provisions of this
Agreement, and the terms and provisions of the Existing Credit Facility, except as
otherwise expressly provided herein, shall be superseded by this Agreement.
	 
	 	(b)	 	Notwithstanding this amendment and restatement of the Existing Credit Facility
and any amendment and restatement of any related “Loan Documents” (as such term
is defined in the Existing Credit Facility and referred to herein as the “Existing
Loan Documents”), (i) all obligations outstanding under the Existing Credit
Facility and other Existing Loan Documents (the “Existing Obligations”) shall,
except to the extent repaid on the Closing Date, continue as obligations hereunder, and
(ii) neither the execution and delivery of this Agreement or any other Loan Documents
nor the consummation of any other transactions contemplated hereunder or thereunder is
intended to constitute a novation of the Existing




 









 











Piedmont Natural Gas

December 1, 2008

Page 2





	 	 	 	Credit Facility or of any of the
other Existing Loan Documents or any obligations thereunder. Upon the effectiveness of
this Agreement, all Loans owing by the Borrower and outstanding under the Existing
Credit Facility shall be repaid with an advance of Loans hereunder. Together with such
repayment, the Borrower shall pay (on the Closing Date) all accrued interest and fees
with respect to the Existing Obligations.






	1.	 	The Facility.






	 	(a)	 	The Commitment. Subject to the terms and conditions set forth herein, the
Lender agrees to make available to the Borrower until the Maturity Date a revolving
credit facility providing for loans (“Loans”) in an aggregate principal amount
not exceeding at any time $25,000,000 (the “Commitment”). Within the foregoing
limit, the Borrower may borrow, repay and reborrow Loans until the Maturity Date.
	 
	 	(b)	 	Borrowings. The Borrower may request that Loans be made by irrevocable notice
to be received by the Lender not later than 11:00 a.m. on the Business Day of the
borrowing. Notices pursuant to this Paragraph 1(b) may be given by telephone
if promptly confirmed in writing.






Each Loan shall be in a minimum principal amount of $500,000 or a whole multiple of
$100,000.




	 	(c)	 	Interest. Loans shall bear interest at a rate per annum equal to the Adjusted
LIBOR Rate. Interest hereunder shall be calculated on the basis of a year of 360 days
and actual days elapsed.






The Borrower promises to pay interest for all Loans on (i) the first Business Day following
the end of each month; and (ii) the Maturity Date. If the time for any payment is extended
by operation of law or otherwise, interest shall continue to accrue for such extended
period.




(1) After the date any principal amount of any Loan is due and payable (whether on the
Maturity Date, upon acceleration or otherwise), or after any other monetary obligation
hereunder shall have become due and payable (in each case without regard to any applicable
grace periods), and (2) while any Event of Default exists, the Borrower shall pay, but only
to the extent permitted by law, interest (after as well as before judgment) on such amounts
at a rate per annum equal to the Adjusted LIBOR Rate plus 2.000%. Accrued and unpaid
interest on past due amounts shall be payable on demand.




In no case shall interest hereunder exceed the amount that the Lender may charge or collect
under applicable law.




	 	(d)	 	Evidence of Loans. The Loans and all payments thereon shall be evidenced by
the Lender’s loan accounts and records; provided, however, that upon
the request of the Lender, the Loans may be evidenced by a promissory note in the form
of Exhibit B hereto in addition to such loan accounts and records. Such loan
accounts, records and promissory note shall be conclusive absent manifest error of the
amount of the Loans and payments thereon. Any failure to record any Loan or payment
thereon or any error in doing so shall not limit or otherwise affect the obligation of
the Borrower to pay any amount owing with respect to the Loans.




 









 











Piedmont Natural Gas

December 1, 2008

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	 	(e)	 	Unused Fee. The Borrower promises to pay a fee equal to 0.25% times the actual
daily amount by which the Commitment exceeds the amount of Loans outstanding, payable
in arrears on the last Business Day of each calendar quarter and on the Maturity Date,
and calculated on the basis of a year of 360 days and actual days elapsed.
	 
	 	(f)	 	Repayment. The Borrower promises to pay all Loans then outstanding on the
Maturity Date.






The Borrower shall make all payments required hereunder not later than 2:00 p.m. on the date
of payment in same day funds in Dollars at the office of the Lender as set forth in
Schedule 10.02 to the Incorporated Agreement or such other address as the Lender may
from time to time designate in writing.




All payments by the Borrower to the Lender hereunder shall be made to the Lender in full
without set-off or counterclaim and free and clear of and exempt from, and without deduction
or withholding for or on account of, any present or future taxes, levies, imposts, duties or
charges of whatsoever nature imposed by any government or any political subdivision or
taxing authority thereof. The Borrower shall reimburse the Lender for any taxes imposed on
or withheld from such payments (other than taxes imposed on the Lender’s income, and
franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the
Lender is organized or in which its principal office is located or any political subdivision
thereof).




	 	(g)	 	Prepayments. The Borrower may, upon same-day notice, prepay Loans on any
Business Day. Prepayments of Loans must be in a principal amount of $500,000 or a
whole multiple of $100,000, or, if less, the entire principal amount thereof then
outstanding.
	 
	 	(h)	 	Commitment Termination or Reductions. The Borrower may, upon same day notice,
terminate the Commitment or from time to time permanently reduce the Commitment,
provided, that (i) any such notice shall be received by the Lender no later
than 11:00 am on the date of such termination or reduction; (ii) any such partial
reduction shall be not less than $10,000,000 or a whole multiple of $1,000,000 in
excess thereof; and (iii) the Borrower shall not terminate or reduce the Commitment if,
after giving effect thereto and any concurrent prepayments hereunder, the outstanding
amount of Loans would exceed the Commitment. All fees accrued until the effective date
of any termination of the Commitment shall be paid on the effective date of such
termination.






	2.	 	Upfront Fee. Subject to the final sentence of this Paragraph 2, the Borrower shall
pay to the Lender, for its own account, a fee (each an “Upfront Fee”) in the amounts
and on the dates set forth below. Each such Upfront Fee shall be for the Lender’s Commitment
under the revolving credit facility and shall be payable in full upon the date opposite such
fee:





	 	 	 	 	 
	          Payment Date of	 	 
	            Upfront Fee	 	Upfront Fee
	 
	December 4, 2008
	 	$	7,500.00	 
	December 16, 2008
	 	$	12,500.00	 
	December 26, 2008
	 	$	17,500.00	 






 









 






Piedmont Natural Gas

December 1, 2008

Page 4




     To the extent this Agreement is terminated prior to any of the above referenced “Payment Date
of Upfront Fee,” then the Borrower shall not owe and shall have no obligation to pay any Upfront
Fee on any such date or thereafter.




	3.	 	Conditions Precedent to Loans.






	 	(a)	 	Conditions Precedent to Initial Loan. As a condition precedent to the
effectiveness of this Agreement and the obligation of the Lender to make any Loan on
the Closing Date, the Lender must receive the following from the Borrower in form
satisfactory to the Lender:






	 	(i)	 	the enclosed duplicate of this Agreement duly executed and
delivered on behalf of the Borrower;
	 
	 	(ii)	 	a certified borrowing resolution or other evidence of the
Borrower’s authority to borrow;
	 
	 	(iii)	 	a certificate of incumbency;
	 
	 	(iv)	 	if requested by the Lender, a promissory note as contemplated
in Paragraph 1(d) above;
	 
	 	(v)	 	such other documents and certificates (including legal
opinions) as the Lender may reasonably request; and
	 
	 	(vi)	 	any fees and expenses required to be paid on or before the
Closing Date shall have been paid.






	 	(b)	 	Conditions to Each Borrowing. As a condition precedent to each borrowing
(including the initial borrowing) of any Loan:






	 	(i)	 	The Borrower must furnish the Lender with, as appropriate, a
notice of borrowing;
	 
	 	(ii)	 	each representation and warranty set forth in Paragraph
4 below shall be true and correct in all material respects as if made on
the date of such borrowing; and
	 
	 	(iii)	 	no Default shall have occurred and be continuing on the date
of such borrowing.






	 	 	Each notice of borrowing shall be deemed a representation and warranty by the Borrower that
the conditions referred to in clauses (ii) and (iii) above have been met.






	4.	 	Representations and Warranties. The Borrower represents and warrants (which representations
and warranties shall survive the Closing Date and each borrowing hereunder) that the
representations and warranties contained in Article V (Representations and Warranties)
of the Incorporated Agreement, including for purposes of this Paragraph 4 each
Additional Incorporated Agreement Representation, are true and correct as if made on such
date, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall





 









 










Piedmont Natural Gas

December 1, 2008

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	 	 	be true and correct as of such earlier date. The representations and warranties of the
Borrower referred to in the preceding sentence (including all exhibits, schedules and
defined terms referred to therein) are hereby (or, in the case of each Additional
Incorporated Agreement Representation, shall, upon its effectiveness, be) incorporated
herein by reference as if set forth in full herein.






	 	 	All such representations and warranties so incorporated herein by reference shall survive
any termination, cancellation, discharge or replacement of the Incorporated Agreement.






	5.	 	Covenants. So long as principal of and interest on any Loan or any other amount payable
hereunder or under any other Loan Document remains unpaid or unsatisfied and the Commitment
has not been terminated, the Borrower shall comply with all the covenants and agreements
applicable to it contained in Article VI (Affirmative Covenants) and Sections 7.03,
7.04, 7.05, 7.06 and 7.07 (Negative Covenants) of the
Incorporated Agreement, including for purposes of this Paragraph 5 each Additional
Incorporated Agreement Covenant. In addition to the foregoing (but not in duplication of any
other provisions of this Agreement), each of the Borrower and the Lender shall comply with the
respective obligations applicable to each such party as such are set forth in Article
III (Taxes, Yield Protection and Illegality) of the Incorporated Agreement. The covenants
and agreements of the Borrower referred to in the preceding sentence (including all exhibits,
schedules and defined terms referred to therein) are hereby (or, in the case of each
Additional Incorporated Agreement Covenant, shall, upon its effectiveness, be) incorporated
herein by reference as if set forth in full herein.






	 	 	All such covenants and agreements so incorporated herein by reference shall survive any
termination, cancellation, discharge or replacement of the Incorporated Agreement.
	 
	 	 	Any financial statements, certificates or other documents received by the Lender under the
Incorporated Agreement shall be deemed delivered hereunder.
	 
	6.	 	Events of Default. The following are “Events of Default:”






	 	(a)	 	The Borrower fails to pay any principal of any Loan as and on the date when
due; or
	 
	 	(b)	 	The Borrower fails to pay any interest on any Loan, or any unused fee due
hereunder, or any portion thereof, within five days after the date when due; or the
Borrower fails to pay any other fee or amount payable to the Lender under any Loan
Document, or any portion thereof, within five days after the date due; or
	 
	 	(c)	 	The Borrower fails to comply with any covenant or agreement incorporated herein
by reference pursuant to Paragraph 5 above, subject to any applicable grace
period and/or notice requirement set forth in Section 8.01 of the Incorporated
Agreement (it being understood and agreed that any such notice requirement shall be met
by the Lender’s giving the applicable notice to the Borrower hereunder); or
	 
	 	(d)	 	Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith shall be
incorrect or misleading when made or deemed made; or




 









 











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December 1, 2008

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	 	(e)	 	Any “Event of Default” specified in Section 8.01 of the Incorporated
Agreement (including for purposes of this Paragraph 6(e) each Additional
Incorporated Agreement Event of Default) occurs and is continuing, without giving
effect to any waiver thereof pursuant to the Incorporated Agreement, it being agreed
that each such “Event of Default” shall survive any termination, cancellation,
discharge or replacement of the Incorporated Agreement.






	 	 	Upon the occurrence of an Event of Default, the Lender may declare the Commitment to be
terminated, whereupon the Commitment shall be terminated, and/or declare all sums
outstanding hereunder and under the other Loan Documents, including all interest thereon, to
be immediately due and payable, whereupon the same shall become and be immediately due and
payable, without notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor, or other notices or demands of any kind or character, all of which
are hereby expressly waived; provided, however, that upon the occurrence of
an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States of America, the Commitment shall automatically
terminate, and all sums outstanding hereunder and under each other Loan Document, including
all interest thereon, shall become and be immediately due and payable, without notice of
default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or
other notices or demands of any kind or character, all of which are hereby expressly waived.






	7.	 	Miscellaneous.






	 	(a)	 	The provisions of Section 1.05 of the Incorporated Agreement are hereby
incorporated by reference, and each party hereto shall fully comply therewith, as if
set forth in full herein.
	 
	 	(b)	 	All references herein and in the other Loan Documents to any time of day shall
mean the local (standard or daylight, as in effect) time of Eastern time.
	 
	 	(c)	 	If at any time the Lender, in its sole discretion, determines that (i) adequate
and reasonable means do not exist for determining the Adjusted LIBOR Rate, or (ii) the
Adjusted LIBOR Rate does not accurately reflect the funding cost to the Lender of
making the Loans, the Lender’s obligation to make or maintain the Loans shall cease for
the period during which such circumstance exists.
	 
	 	(d)	 	No amendment or waiver of any provision of this Agreement (including any
provision of the Incorporated Agreement incorporated herein by reference) or of any
other Loan Document and no consent by the Lender to any departure therefrom by the
Borrower shall be effective unless such amendment, waiver or consent shall be in
writing and signed by a duly authorized officer of the Lender and a duly authorized
officer of the Borrower, and any such amendment, waiver or consent shall then be
effective only for the period and on the conditions and for the specific instance
specified in such writing. No failure or delay by the Lender in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other rights, power or privilege.




 









 











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December 1, 2008

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	 	(e)	 	Except as otherwise expressly provided herein, notices and other communications
to each party provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telecopy to the address provided from time
to time by such party. Any such notice or other communication sent by overnight
courier service, mail or telecopy shall be effective on the earlier of actual receipt
and (i) if sent by overnight courier service, the scheduled delivery date, (ii) if sent
by mail, the fourth Business Day after deposit in the U.S. mail first class postage
prepaid, and (iii) if sent by telecopy, when transmission in legible form is complete.
All notices and other communications sent by the other means listed in the first
sentence of this paragraph shall be effective upon receipt. Notwithstanding anything
to the contrary contained herein, all notices (by whatever means) to the Lender
pursuant to Paragraph 1(b) hereof shall be effective only upon receipt. Any
notice or other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the number specified in writing by such Person for such purpose,
it being understood and agreed that a voicemail message shall in no event be effective
as a notice, communication or confirmation hereunder.






	 	 	The Lender shall be entitled to rely and act upon any notices (including telephonic notices
of borrowings) purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed
by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrower shall indemnify each
Indemnitee from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower. All
telephonic notices to and other communications with the Lender may be recorded by the
Lender, and the Borrower hereby consents to such recording.






	 	(f)	 	This Agreement shall inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Borrower may not assign its rights
and obligations hereunder. The Lender may at any time (i) assign all or any part of
its rights and obligations hereunder to any other Person with the consent of the
Borrower, such consent not to be unreasonably withheld, provided that no such
consent shall be required if the assignment is to an affiliate of the Lender or if a
Default exists, and (ii) grant to any other Person participating interests in all or
part of its rights and obligations hereunder without notice to the Borrower. The
Borrower agrees to execute any documents reasonably requested by the Lender in
connection with any such assignment. All information provided by or on behalf of the
Borrower to the Lender or its affiliates may be furnished by the Lender to its
affiliates and to any actual or proposed assignee or participant.
	 
	 	(g)	 	The Borrower shall pay the Lender, on demand, all reasonable out-of-pocket
expenses (including the fees, charges and disbursements of any counsel for the Lender)
incurred by the Lender in connection with the enforcement of this Agreement or any
instruments or agreements executed in connection herewith.
	 
	 	(h)	 	The provisions of Sections 10.04(b) (Indemnification), 10.07
(Treatment of Certain Information; Confidentiality), 10.12 (Severability),
10.14 (Governing Law; Jurisdiction; Etc.), 10.15 (Waiver of Jury Trial)
and 10.17 (USA PATRIOT Act) of the Incorporated





 









 










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December 1, 2008

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	 	 	 	Agreement are hereby incorporated by reference, and each party hereto shall fully
comply therewith, as if set forth in full herein.
	 
	 	(i)	 	This Agreement may be executed in one or more counterparts, and each
counterpart, when so executed, shall be deemed an original but all such counterparts
shall constitute but one and the same instrument.
	 
	 	(j)	 	THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.





[Remainder of page intentionally left blank.]




 









 








Piedmont Natural Gas

December 1, 2008

Page 9




     Please indicate your acceptance of the Commitment on the foregoing terms and conditions by
returning an executed copy of this Agreement to the undersigned not later than December 1, 2008.



	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	/s/ H. Wright Uzzell, Jr.
	 

	 	 	 	Name: H. Wright Uzzell, Jr.
	 

	 	 	 	Title: Senior Vice President






Accepted and Agreed to as of the date first written above:




PIEDMONT NATURAL GAS COMPANY, INC.




	 	 	 
	By:

	 	/s/ Robert O. Pritchard
	 

	 	Name: Robert O. Pritchard
	 

	 	Title: Vice President, Treasurer and Chief Risk Officer






 









 





EXHIBIT A




DEFINITIONS




	 	 	 
	Additional Incorporated
	 	 
	Agreement Covenant:

	 	A covenant or agreement that is added to Article VI (Affirmative Covenants) or VII (Negative
Covenants) of the Incorporated Agreement after the date hereof; provided, however, to the extent
the incorporation of such additional covenant or agreement would cause a default under Section 7.05
of the Incorporated Agreement, such additional covenant or agreement shall not be incorporated
hereunder.
	 
	 	 
	Additional Incorporated
	 	 
	Agreement Event of Default:

	 	An “Event of Default” that is added to Section 8.01 of the Incorporated Agreement after the date
hereof.
	 
	 	 
	Additional Incorporated
	 	 
	Agreement Representation:

	 	A representation or warranty that is added to Article V (Representations of the Borrower) of the
Incorporated Agreement after the date hereof.
	 
	 	 
	Adjusted LIBOR Rate:

	 	The rate of interest per annum equal to the sum obtained (rounded upwards, if necessary, to the
next higher 1/100th of 1.0%) by adding the LIBOR Rate plus the Applicable Rate. The Adjusted LIBOR
Rate shall be adjusted (i) monthly with changes in the LIBOR Rate on the first day of each month,
and (ii) concurrently with any changes in the Applicable Rate as set forth below in the definition
of Applicable Rate. If the first day of a month is not a Business Day, the Adjusted LIBOR Rate
shall be determined as of the last preceding Business Day. The Adjusted LIBOR Rate shall be
adjusted for any change in the LIBOR Reserve Percentage so that Lender shall receive the same
yield.
	 
	 	 
	Affiliate:

	 	Has the meaning set forth in the Incorporated Agreement.
	 
	 	 
	Agreement:

	 	This letter agreement, as amended, restated, extended, supplemented or otherwise modified in
writing from time to time.
	 
	 	 
	Applicable Rate:

	 	The following percentages per annum, based upon the Debt Rating as set forth below:






Applicable Rate




	 	 	 	 	 	 	 	 	 
	Pricing	 	Debt Ratings	 	 
	Level	 	S&P/Moody's	 	Applicable Rate
	1
	 	> AA-/Aa3	 	 	0.75	%
	2
	 	 	A+/A1	 	 	 	1.00	%
	3
	 	 	A/A2	 	 	 	1.25	%
	4
	 	 	A-/A3	 	 	 	1.50	%
	5
	 	< BBB+/Baa1	 	 	1.75	%






A-1









 






	 	 	 
	 

	 	“Debt Rating” means, as of any date of determination, the
rating as determined by either S&P or Moody’s (collectively, the
“Debt Ratings”) of the Borrower’s non-credit-enhanced, senior
unsecured long-term debt; provided that (a) if the respective
Debt Ratings issued by the foregoing rating agencies differ by one
level, then the Pricing Level for the higher of such Debt Ratings
shall apply (with the Debt Rating for Pricing Level 1 being the
highest and the Debt Rating for Pricing Level 5 being the lowest);
(b) if there is a split in Debt Ratings of more than one level, then
the Pricing Level that is one level lower than the Pricing Level of
the higher Debt Rating shall apply; (c) if the Borrower has only one
Debt Rating, the Pricing Level of such Debt Rating shall apply; and
(d) if the Borrower does not have any Debt Rating, Pricing Level 5
shall apply.
	 
	 	 
	 

	 	Initially, the Applicable Rate shall be determined based upon the
Debt Rating specified in the Compliance Certificate most recently
delivered pursuant to Section 6.02(a) of the Incorporated
Agreement. Thereafter, each change in the Applicable Rate resulting
from a publicly announced change in the Debt Rating shall be
effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the
effective date of the next such change.
	 
	 	 
	 

	 	For the purposes of this definition, capitalized terms not otherwise
defined herein shall have the meanings as specified therefor in the
Incorporated Agreement.
	 
	 	 
	Borrower:

	 	Has the meaning set forth in the preamble to the Agreement.
	 
	 	 
	Business Day:

	 	Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close
under the laws of, or are in fact closed in, the State of North Carolina or the state where the
Lender’s lending office is located.
	 
	 	 
	Closing Date:

	 	The first date all of the conditions precedent in Paragraph 3(a) are satisfied or waived by the Lender.
	 
	 	 
	Commitment:

	 	Has the meaning set forth in the Paragraph 1(a) of the Agreement.
	 
	 	 
	Default:

	 	Any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.
	 
	 	 
	Dollar or $:

	 	The lawful currency of the United States of America.
	 
	 	 
	Event of Default:

	 	Has the meaning set forth in Paragraph 6.
	 
	 	 
	Incorporated Agreement:

	 	The Credit Agreement, dated as of April 25, 2006, among the Borrower, Bank of America, as
Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders party thereto (as from time to
time amended,






A-2









 






	 	 	 	 	 
	 	 	modified, supplemented, restated, or amended and restated in
accordance with the terms thereof so long as Branch Banking and Trust
Company as lender under such Credit Agreement has approved such
amendment, modification, supplement, restatement or amendment and
restatement). A copy of the Incorporated Agreement is attached as
Exhibit C. For purposes of this Agreement the Borrower
specifically covenants and agrees that each term or provision of the
Incorporated Agreement incorporated by reference into this Agreement
is effective and binding upon the Borrower as if set forth herein.
All such incorporated terms and provisions are incorporated herein
with appropriate substitutions, including the following:
	 
	 	 	 	 
	 

	 	(i)
	 	all references to “the
Administrative Agent”, “the Arranger”, “the L/C Issuer”, “the
Lenders”, “each Lender”, “any Lender”, and “the Required
Lenders” shall be deemed to be references to the Lender;
	 
	 	 	 	 
	 

	 	(ii)
	 	all references to “this
Agreement” shall be deemed to be references to this Agreement
and for purposes of Sections 7.04, 7.05 and
7.07 of the Incorporated Agreement, the Incorporated
Agreement;
	 
	 	 	 	 
	 

	 	(iii)
	 	all references to “Base Rate
Loan” shall be deemed to be references to a Loan;
	 
	 	 	 	 
	 

	 	(iv)
	 	all references to “Borrower”
shall be deemed to be references to the Borrower;
	 
	 	 	 	 
	 

	 	(v)
	 	all references to “Commitment”
shall be deemed references to the Commitment;
	 
	 	 	 	 
	 

	 	(vi)
	 	all references to “Default” and
"Event of Default” shall be deemed to be references to a Default
and an Event of Default, respectively;
	 
	 	 	 	 
	 

	 	(vii)
	 	all references to “any Loan
Document,” “any other Loan Document” or the like shall be deemed
to be references to the Loan Documents and for purposes of
Sections 7.04, 7.05 and 7.07 of the
Incorporated Agreement, the Loan Documents (as such term is
defined in the Incorporated Agreement);
	 
	 	 	 	 
	 

	 	(viii)
	 	all references to “Loans” shall be deemed to be references to
the Loans;
	 
	 	 	 	 
	 

	 	(ix)
	 	all references to “Maturity Date”
shall be deemed to be references to the Maturity Date;
	 
	 

	 	(x)
	 	all references to “Obligations”
shall be deemed to be references to obligations under this
Agreement; and






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	 	(xi)
	 	references to any schedules shall
be deemed to be references to the schedules attached hereto as
Exhibit D.






	 	 	 
	LIBOR Rate:

	 	The average rate (rounded upward, if necessary, to the next higher 1/100th of one percent) quoted on
Page 3750 (or such replacement page) of the Telerate Service or Bloomberg Screen BTMM on the
determination date for deposits in U.S. Dollars offered in the London interbank market for one month,
or if the above method for determining LIBOR shall not be available, the rate quoted in The Wall
Street Journal or a rate determined by a substitute method of determination agreed on by Borrower and
Lender; provided, if such agreement is not reached within a reasonable period of time (in Lender’s
judgment), a rate reasonably determined by Lender in its sole discretion as a rate being paid, as of
the determination date, by first class banking organizations (as determined by Lender) in the London
interbank market for U.S. Dollar deposits.
	 
	 	 
	LIBOR Reserve Percentage:

	 	The maximum aggregate rate at which reserves (including, without limitation, any marginal
supplemental or emergency reserves) are required to be maintained under Regulation D by member banks
of the Federal Reserve System with respect to dollar funding in the London interbank market. Without
limiting the effect of the foregoing, the LIBOR Reserve Percentage shall reflect any other reserves
required to be maintained by such member banks by reason of any applicable regulatory change against
any category of liability which includes deposits by reference to which the Adjusted LIBOR Rate is to
be determined or any category of extensions of credit or other assets related to the LIBOR Rate.
	 
	 	 
	Loan Documents:

	 	This Agreement, and the promissory note and fee letter, if any, delivered in connection with this
Agreement.
	 
	 	 
	Maturity Date:

	 	December 31, 2008, or such earlier date on which the Commitment may terminate in accordance with the
terms hereof.
	 
	 	 
	Person:

	 	Has the meaning set forth in the Incorporated Agreement.
	 
	 	 
	Subsidiary:

	 	Has the meaning set forth in the Incorporated Agreement.






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EXHIBIT B




FORM OF AMENDED AND RESTATED PROMISSORY NOTE




December 1, 2008




     FOR VALUE RECEIVED, the undersigned, PIEDMONT NATURAL GAS COMPANY, INC., a North Carolina
corporation (the “Borrower”), hereby promises to pay to the order of BRANCH BANKING AND
TRUST COMPANY (the “Lender”) the principal amount of all Loans made by the Lender to the
Borrower pursuant to the amended and restated letter agreement, dated as of even date herewith
(such letter agreement, as it may be amended, restated, extended, supplemented or otherwise
modified from time to time, being hereinafter called the “Agreement”), between the Borrower
and the Lender, on the Maturity Date. The Borrower further promises to pay interest on the unpaid
principal amount of the Loans evidenced hereby from time to time at the rates, on the dates, and
otherwise as provided in the Agreement.



     This promissory note constitutes an amendment and restatement in its entirety of the
promissory note dated October 29, 2008, payable by the Borrower to the Lender (the “Original Note”)
and is executed and delivered by the Borrower, and received by the Lender, in substitution for, the
Original Note and is not intended to constitute a novation of the Original Note.



     The loan account records maintained by the Lender shall at all times be conclusive evidence,
absent manifest error, as to the amount of the Loans and payments thereon; provided,
however, that any failure to record any Loan or payment thereon or any error in doing so
shall not limit or otherwise affect the obligation of the Borrower to pay any amount owing with
respect to the Loans.



     This promissory note is the promissory note referred to in, and is entitled to the benefits
of, the Agreement, which Agreement, among other things, contains provisions for acceleration of the
maturity of the Loans evidenced hereby upon the happening of certain stated events and also for
prepayments on account of principal of the Loans prior to the maturity thereof upon the terms and
conditions therein specified.



     Unless otherwise defined herein, terms defined in the Agreement are used herein with their
defined meanings therein. This promissory note shall be governed by, and construed in accordance
with, the laws of the State of North Carolina.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	PIEDMONT NATURAL GAS COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 






B-1