Exhibit 4.1
OFFICERS’ CERTIFICATE
PURSUANT TO SECTION 301 OF THE INDENTURE
5.21% NOTES DUE SEPTEMBER 1, 2020
We, the undersigned David W.
Stevens, President and Chief Executive Officer, and Larry C. Rosok,
Vice President – Human Resources and Corporate Secretary, of
Cascade Natural Gas Corporation (the “Company”), in
accordance with Section 301 of the Indenture, dated as of
August 1, 1992, as amended and supplemented through the date
hereof, including by this Officers’ Certificate (the
“Indenture”), between the Company and The Bank of New
York Trust Company, N.A., as successor trustee to The Bank of New
York (the “Trustee”), and pursuant to the Board
Resolution adopted by the Company’s Board of Directors on
July 26, 2005, do hereby establish a series of debt securities
with the following terms and characteristics (capitalized terms
used and not defined herein have the meanings specified in the
Indenture, and the numbered clauses set forth below correspond to
the numbered subsections of Section 301 of the
Indenture):
(1)
the title of the securities of such series shall be “5.21%
Notes due September 1, 2020” (the “Notes”);
the form of the Notes shall be in substantially the form attached
hereto as Exhibit A which form is hereby authorized and
approved;
(2)
the initial aggregate principal amount of Notes to be authenticated
and delivered under the Indenture shall be $15,000,000 (additional
Notes, without limitation as to amount, and without the consent of
the Holders of the then outstanding Notes, may also be
authenticated and delivered in the manner provided in the
Indenture);
(3)
except as otherwise provided in the form of Note attached hereto
with respect to payment at the Stated Maturity Date (as hereinafter
defined) or any redemption thereof, interest on the Notes shall be
payable to the Person or Persons in whose names the Notes are
registered at the close of business on the Regular Record Date (as
hereinafter defined) for such interest; any such interest that is
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holders on such Regular Record Date and may
either be paid to the Person or Persons in whose name the Notes are
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of the Notes not less
than ten (10) nor more than fifteen (15) days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which such Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the
Indenture;
(4)
the principal of the Notes shall be due and payable on
September 1, 2020 (the “Stated Maturity Date”),
unless redeemed or otherwise repaid prior to the Stated Maturity
Date as provided herein;
(5)
the Notes shall bear interest at a fixed rate of 5.21% per year;
interest shall accrue on any Note from September 1, 2005 or
the most recent date to
1
which interest has been paid or duly provided
for, or, if the authentication date of any Note is after any
Regular Record Date but before the next succeeding Interest Payment
Date, from the next succeeding Interest Payment Date; the Interest
Payment Dates for the Notes shall be March 1 and
September 1 of each year, with an initial Interest Payment
Date of March 1, 2006, and the Regular Record Date shall be
the close of business on the fifteenth calendar day of the month
immediately preceding the month in which the applicable Interest
Payment Date falls (whether or not a Business Day); and interest
shall be calculated on the basis of a 360-day year of twelve 30-day
months;
(6)
in addition to the corporate trust office of The Bank of New York
(an affiliate of the Trustee) in the Borough of Manhattan, the City
of New York, State of New York, the Trustee’s corporate trust
office in Los Angeles, California, shall be the office or agency of
the Company at which the principal of and interest on the Notes
shall be payable, at which Notes may be surrendered for
registration of transfer and exchange, and at which notices and
demands to or upon the Company with respect to the Notes and the
Indenture may be served;
(7)
the Notes shall be redeemable at the option of the Company, in
whole at any time or in part from time to time, upon not less than
30 nor more than 60 days prior written notice, at a redemption
price equal to the greater of (1) 100% of the principal amount
being redeemed on that redemption date or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest on the notes being redeemed on that redemption date
(exclusive of interest accrued to the redemption date), discounted
to the redemption date on a semi-annual basis, assuming a 360-day
year consisting of twelve 30-day months, at the “treasury
yield,” as defined in the Notes, plus 0.20%, as determined by
a reference treasury dealer appointed by the Company for such
purpose, plus, in each case, accrued and unpaid interest to the
redemption date; in the event of redemption of the Notes in part
only, a new Note or Notes for the unredeemed portion will be issued
in the name or names of the Holders thereof upon the surrender
thereof;
(8)
the Notes shall be issued in global form and the depository for
Notes issued in global form shall be The Depository Trust Company
(the “Depository”); beneficial interests in Notes
issued in global form may not be exchanged, in whole or in part,
for the individual securities represented thereby, except that
(a) if the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed
within 90 days, the Company will issue individual certificate notes
in exchange for global notes, (b) if the Company at any time
and in its sole discretion determines not to have the Notes
represented by one or more global notes, or (c) if there shall
have occurred an Event of Default with respect to the Notes, the
Company will issue individual certificate notes in exchange for the
global notes; owners of beneficial interests in such global notes
will not be considered the Holders thereof for any purpose under
the Indenture, and no global note representing a Note shall be
exchangeable, except for another global note of like denomination
and tenor to be registered in the name of the Depository or its
nominee or to a successor depository or its nominee; the rights of
Holders of such global notes shall be exercised only through the
Depository;
2
(9)
not applicable;
(10)
the Notes issued shall be issued in denominations of $1,000 or any
amount in excess thereof that is an integral multiple of
$1,000;
(11)
not applicable;
(12)
not applicable; and
(13)
the Opinion of Counsel referred to in clause (z) of
Section 401 of the Indenture, as such Section 401 was
amended by the First Supplemental Indenture dated as of
October 25, 1993 between the Company and the Trustee, shall be
based upon a change in federal income tax law after the date of
issuance of the Notes or a ruling of the Internal Revenue Service
and, in addition to what is required by such Section 401,
shall be to the effect that the Holders of the Notes will be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case but for
the discharge.
IN WITNESS WHEREOF, we have hereunto
signed our names this 1st day of September, 2005.
|
|
/s/ David W. Stevens
|
|
|
|
David W. Stevens
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Larry C. Rosok
|
|
|
|
Larry C. Rosok
|
|
|
Vice President – Human Resources and
Corporate Secretary
|
3
EXHIBIT A
[FORM OF 5.21% NOTES DUE SEPTEMBER 1,
2020]
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (THE “DEPOSITORY”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE TO BE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
This instrument is a global
instrument within the meaning of the Indenture hereinafter referred
to and is registered in the name of a depository or a nominee of a
depository. This instrument is exchangeable for instruments
registered in the name of a person other than the depository or its
nominee only in the limited circumstances described in the
Indenture, and no transfer of this instrument (other than a
transfer of this instrument as a whole by the depository to a
nominee of the depository or by a nominee of the depository to the
depository or another nominee of the depository) may be registered
except in such limited circumstances.
Unless and until this Note is
exchanged in whole or in part for certificated Notes registered in
the names of the various beneficial holders hereof, as then
certified to the Company by the Depository or a successor
depository, this Note may not be transferred except as a whole by
the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor
depository or a nominee of such successor depository.
4
|
No. R-1
|
|
CUSIP No. 147339AK1
|
CASCADE NATURAL GAS CORPORATION
5.21% Notes due September 1,
2020
|
Principal Amount:
|
|
$15,000,000
|
|
|
|
|
|
Regular Record Dates:
|
|
Fifteenth calendar day of the month immediately
preceding the month in which the applicable Interest Payment Date
falls (whether or not a Business Day)
|
|
|
|
|
|
Original Issue Date:
|
|
September 1, 2005
|
|
|
|
|
|
Stated Maturity Date:
|
|
September 1, 2020
|
|
|
|
|
|
Interest Payment Dates:
|
|
Semi-annually in arrears on March 1 and
September 1 of each year, beginning March 1,
2006
|
|
|
|
|
|
Interest Rate:
|
|
5.21% per annum
|
|
|
|
|
|
Authorized Denominations:
|
|
$1,000 or any integral multiple
thereof
|
|
|
|
|
|
Optional Redemption:
|
|
In whole at any time, or in part from time to
time, at the option of the Company, as described herein
|
Cascade Natural Gas Corporation, a
corporation duly organized and existing under the laws of the State
of Washington (herein called the “Co
