EXHIBIT 1.4
PURCHASE AGREEMENT
_________, 2003
Piedmont Natural Gas Company, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Treasurer
The Issuer agrees to issue and sell to each Agent, and each Agent
agrees, severally and not jointly, to purchase from the Issuer, at the purchase
price set forth in Schedule B hereto, the amount of Securities set forth
opposite the name of such Agent in Schedule A hereto and described in the Agency
Agreement dated _________, 2003 (the "Agency Agreement"):
Except as otherwise expressly provided herein, all terms used herein
which are defined in the Agency Agreement shall have the same meanings as in the
Agency Agreement. The terms Agent and Agents, as used in the Agency Agreement,
shall be deemed to refer only to the undersigned for purposes of this Agreement.
This Agreement incorporates by reference all of the provisions of the
Agency Agreement, (including any amendment entered into pursuant thereto by the
Issuer and the undersigned Agent, to the extent applicable), except provisions
of the Agency Agreement relating specifically to solicitation by the Agents, as
Agents, and except that (i) the last sentence of Section 7(d) shall not be
applicable; and (ii) the term "this Agreement", as used in Section 7(d) of the
Agency Agreement, shall be deemed to refer to this Agreement (and not the Agency
Agreement) except that in the fifth sentence such term shall be deemed to refer
to the Agency Agreement. You and we agree to perform, to the extent applicable,
our respective duties and obligations specifically provided to be performed by
each of us in the Procedures.
Our obligation to purchase Securities hereunder is subject to the
accuracy on the above Settlement Date of your representations and warranties
contained in Section 2 of the Agency Agreement (it being understood that such
representations and warranties shall be deemed to be made as of the date of this
Purchase Agreement and references to the Registration Statements and Prospectus
shall be deemed to relate to the Registration Statements and the Prospectus as
amended at such Settlement Date specified above) and to your performance and
observance of all covenants and agreements contained in Sections 4 and 6
thereof. Our obligation hereunder is also subject to the following conditions:
(a) the satisfaction, at such Settlement Date, of each of the
conditions set forth in subsections (a) and (b) and (d) through (i) of
Section 5 of the Agency Agreement (it being understood that each
document so required to be delivered shall be dated such Settlement
Date and that each such condition and the statements contained in each
such document that relate to the Registration Statements or the
Prospectus shall be deemed to
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relate to the Registration Statements or the Prospectus, as the case
may be, as amended or supplemented as of the date hereof and at the
time of settlement on such Settlement Date) and except that the opinion
described in Section 5(d) shall be modified so as to state that the
Securities being sold on such Settlement Date, when delivered against
payment therefor as provided in the Indenture and this Agreement, will
have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Issuer
enforceable in accordance with their terms, subject only to the
exceptions as to enforcement set forth in clause (iii) of Section 5(d)
of the Agency Agreement, and will conform to the description thereof
contained in the Prospectus as amended or supplemented at such
Settlement Date; and
(b) there shall not have occurred between the date hereof and
the above Settlement Date (i) any change, or any development involving
a prospective change, in or affecting particularly the business or
properties of the Issuer or its subsidiaries which, in our judgment,
materially impairs the investment quality of the Securities; (ii) any
downgrading in the rating of the Securities of any other debt
securities of the Issuer by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Act), or any public announcement that any such organization has under
surveillance or review its rating of the Securities or any other debt
securities of the Issuer (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange, or any
setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of the Issuer on any exchange
or in the over-the-counter market if, in our judgment, any such event
or any condition giving rise thereto or existing concurrently therewith
makes it impracticable or inadvisable to proceed with the solicitation
of offers to purchase, or sales of, Securities on the terms and in the
manner contemplated by the applicable Pricing Supplement and the
Prospectus; (iv) any banking moratorium declared by Federal or New York
authorities; (v) the occurrence of any material disruption in
settlement or clearing services shall have occurred; or (vi) any
outbreak or escalation of hostilities, any declaration of war by
Congress or any other substantial national or international calamity or
emergency if, in our judgment, the effect of any such outbreak,
escalation, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the sale of and payment for
the Securities on the terms and in the manner contemplated applicable
Pricing Supplement and the Prospectus.
Our obligations hereunder are also subject to the following additional terms:
(a) If any Agent or Agents shall fail to take up and pay for
the amount of Securities agreed by such Agent or Agents to be purchased
hereunder, upon tender of such Securities in accordance with the terms
hereof, and the amount of Securities not purchased does not aggregate
more than 10% of the total amount of Securities set forth in Schedule A
hereto, the remaining Agents shall be obligated to take up and pay for
(in proportion to their respective obligations hereunder as set forth
in Schedule A hereto except as may otherwise be determined by you) the
Securities that the withdrawing or defaulting Agent or Agents agreed
but failed to purchase.
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(b) If any Agent or Agents shall fail to take up and pay for
the amount of Securities agreed by such Agent or Agents to be purchased
hereunder, upon tender of such Securities in accordance with the terms
hereof, and the amount of Securities not purchased aggregates more than
10% of the total amount of Securities set forth in Schedule A hereto,
and arrangements satisfactory to us and the Issuer for the purchase of
such Securities by other persons are not made within 36 hours
thereafter, this Agreement shall terminate. In the event of any such
termination the Issuer shall not be under any liability to any Agent
(except to the extent provided in Section 4(h) and Section 7 of the
Agency Agreement) nor shall any Agent (other than an Agent who shall
have failed, otherwise than for some reason permitted under this
Agreement, to purchase the amount of securities agreed by such Agent to
be purchased hereunder) be under any liability to the Issuer.
In further consideration of our agreement hereunder, you agree that
between the date hereof and the above Settlement Date, you will not offer or
sell, or enter into any agreement to sell, any debt securities of the Issuer in
the United States, other than sales of Securities, borrowings under your
revolving credit agreements and lines of credit, the private placement of
securities and issuances of your commercial paper.
If for any reason our purchase of the above Securities is not
consummated, the respective obligations of you and the undersigned pursuant to
Section 7 shall remain in effect.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
executed counterparts shall together constitute one and the same Agreement.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Issuer and the several Agents.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
SUNTRUST CAPITAL MARKETS, INC.
BB&T CAPITAL MARKETS, A DIVISION OF
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇, INC.
▇▇▇▇▇▇▇▇▇ & COMPANY LLC
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & CO., ▇.▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC
BY: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:
-------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
PIEDMONT NATURAL GAS COMPANY, INC.
By:
-----------------------------
Name:
Title:
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SCHEDULE A
Amount of
Securities to be
Agent Purchased
----- ---------
-------------
Total......................................................... $
=============
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SCHEDULE B
Registration Statements No. 333-106268 and 333-62222
Titles of Securities: Medium Term Notes, Series E
Amounts of Securities:$225,000,000
Purchase Price:
Closing
Office for delivery of Securities:
Office for payment for Securities:
Date and time of Closing:
Method of Payment: Wire Transfer
Type of Funds:
Underwriting Commission/Discount
Amount:
Method of payment:
Form of Securities: Book-Entry
Particular terms of the Securities
Interest:
Maturity:
Other terms:
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