date of this
Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
,
.
PIEDMONT NATURAL GAS COMPANY, INC.
By:
Name:
Title:
Form of Compliance Certificate
D-2
For the Quarter/Year ended
("Statement Date")
SCHEDULE 2
to the Compliance Certificate
($ in 000's)
I.
Section 7.06 - Ratio of Consolidated Funded Indebtedness to Total
Capitalization.
A.
Consolidated Funded Indebtedness at Statement
Date:
$
B.
Total Capitalization at Statement Date:
1.
Shareholders' Equity:
$
2.
Consolidated Funded Indebtedness:
$
3.
Total Capitalization (Line I.B.1 plus Line I.B.2):
$
C.
Ratio of Consolidated Funded Indebtedness to Total
Capitalization (Line I.A ÷ Line I.B.3):
to 1
Maximum permitted:
0.70 to 1.00
Form of Compliance Certificate
D-3
EXHIBIT E
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[the][each]1Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each]2 Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells
and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the
respective Assignors], subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit and the Swing Line Loans included in such the facility)
and (ii) to the extent permitted to be assigned under applicable law, all
claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities
as Lenders)] against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in