Exhibit 4.05
AMENDMENT TO DEBENTURE PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 15, 1988
Public Service Company of North Carolina, Incorporated, a South
Carolina corporation, successor to Public Service Company of North Carolina,
Incorporated, a North Carolina corporation (the "Company"), and the undersigned
holder(s) of the principal amount(s) of the Company's 10.00% Senior Debentures
due October 1, 2003 (the "Debentures") listed below, hereby agree as follows:
1. Section 8.4(A)(2)(b) of the Debenture Purchase Agreement dated as of
September 15, 1988 (the "Agreement") is hereby amended by substituting the
following for subsection (b) in its entirety:
"(b) Consolidated Net Income Available for Fixed Charges would
not be less than 175% of Fixed Charges, determined in each case with
respect to the period of twelve consecutive calendar months ended next
preceding the date of determination and, in the case of said Fixed
Charges, determined on a pro forma basis as if the Debt proposed to be
incurred (but not any Debt retired with the proceeds thereof) had been
outstanding at all times during such twelve-month period; and".
This Amendment may be executed by the Company by the undersigned, and
will be effective only at such time as the consent of the holders of 66 2/3% of
the aggregate unpaid principal amount of the Debentures at the time outstanding
shall have been obtained.
IN WITNESS WHEREOF, the Company and the undersigned holder(s) have
caused this Amendment to be executed in their names or on their behalf by their
respective authorized officer, all as of the date and year first above written.
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED, a South Carolina
corporation
By: s/K. B. Marsh
Its: Senior Vice President and Chief Financial Officer
COLUMBUS LIFE INSURANCE COMPANY
By: s/William F. Ledwin
Its: Vice President
Amount of Debentures held: $600,000
By: Donald J. Weubbling, Vice President
