Exhibit 4.06
AMENDMENT TO DEBENTURE PURCHASE AGREEMENT
DATED AS OF DECEMBER 5, 1989
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 of the Company's 10.00% Senior Debentures due December 1, 2004 in the
principal amount indicated below (the "Debentures"), hereby agree as follows:
1. Section 8.4(A)(2)(b) of the Debenture Purchase Agreement dated as of
December 5, 1989 (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 to be 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 and the undersigned in
multiple counterparts.
IN WITNESS WHEREOF, the Company and the undersigned holder 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/Kevin B. Marsh
Its: Senior Vice President and Chief Financial
Officer
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: s/Ric Abel
Its: Vice President
Amount of Debentures held: $21,500,000
