Exhibit 4.2
QUESTAR MARKET RESOURCES,
INC.
OFFICERS' CERTIFICATE
PURSUANT TO SECTIONS 301 AND 303 OF
THE INDENTURE
The undersigned officers of Questar
Market Resources, Inc., a Utah corporation (the "Company"), hereby
certify on behalf of the Company pursuant to Sections 301 and 303
of the Indenture, dated as of March 1, 2001 (the "Indenture"),
between the Company and Wells Fargo Bank, N.A., as successor
trustee (the "Trustee"), as follows:
1.
There is hereby established, pursuant to
the resolutions of the Board of Directors of the Company adopted on
October 2, 2008 and August 11, 2009, together with the resolutions
of the Pricing Committee of the Board of Directors of the Company
adopted on August 24, 2009 (the "Resolutions"), a series of
Securities to be issued under the Indenture, which have the
following terms:
a.
The title of the series of Securities
shall be 6.80% Notes due 2020 (the "Notes").
b.
The aggregate principal amount of the
Notes to be offered and issued under the Indenture shall be
$300,000,000.
c.
The Notes shall mature on March 1, 2020,
and shall bear interest from the date of original issue at the rate
of 6.80% per annum, payable semi-annually in arrears on March 1 and
September 1 of each year, to Holders of record at the close of
business on the immediately preceding February 15 or August 15, as
the case may be, commencing March 1, 2010.
d.
The Notes shall be redeemable at the
option of the Company, in whole or in part, at any time or from
time to time upon not less than 30 nor more than 60 days' notice at
a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed (not including any portion of
such payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis (assuming
a 360-day year consisting of 12 months with 30 days each) at the
Treasury Rate (as defined in the Note) plus 50 basis points, plus
accrued and unpaid interest on the principal amount of the Notes
being redeemed to the redemption date (provided that interest
payments due on or prior to the redemption date will be paid to the
record Holders of such Notes on the relevant record
date).
Payment of principal of (and premium, if
any) and interest on the Notes will be made at the office or agency
of the Company in Salt Lake City, Utah or, in the event that
certificated Notes are issued or if required by The Depository
Trust Company ("DTC"), in New York City, New York, maintained for
such purpose, or, at the option of
1
the Company, may be made by check mailed
to the address of the person entitled to such payments at the
address specified in the Security Register. All payments
shall be made in currency and coins of the United States of America
recognized as legal tender at the time of payment for payment of
public and private debts.
e.
The Company has no sinking fund or
mandatory redemption obligations applicable to the
Notes.
f.
The Notes are issuable only in registered
form without coupons in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
g.
If an event of default with respect to
the Notes shall occur and be continuing, the principal amount of
the Notes may be declared due and payable in the manner and subject
to the conditions provided in the Indenture.
h.
There are no deletions from,
modifications of or additions to the Events of Default set forth in
Section 501 of the Indenture or covenants of the Company set forth
in Article Ten of the Indenture pertaining to the Notes, except as
set forth below.
i.
The form of the Note is attached as
Exhibit A and the Notes shall have such other terms and provisions
as are set forth in the form of Note, all of which terms and
provisions are incorporated by reference in and made a part of this
Certificate and the Indenture as if set forth in full herein and
therein.
j.
The Notes shall be issued in the form of
a single global security with DTC as depositary. The Notes
represented by a global security will be exchangeable for Notes in
the definitive form, known as certificated notes, only if (i) DTC
or its nominee notifies the Company that it is unwilling or unable
to continue as depositary for the global security or the Company
becomes aware that DTC has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the Company has not appointed a successor
depositary within 90 days after the Company receives such notice or
becomes aware of such ineligibility or (ii) the Company, in its
sole discretion, determines to discontinue use of the system of
book-entry transfer and to exchange the global security for
certificated debt securities.
k.
Section 403 of the Indenture does apply
to the Notes.
l.
Section 1007 of the Indenture does not
apply to the Notes.
m.
If a Change of Control (defined below)
occurs and is accompanied by a Rating Decline (defined below, and
together with a Change of Control, a "Change of Control Triggering
Event"), each Holder of the Notes will have the right to require
the Company to offer to repurchase all or any part (equal to $2,000
or an integral multiple of $1,000 in excess thereof) of such
Holder's Notes at a purchase price in cash equal to 101% of the
principal amount of such Notes plus accrued and unpaid interest, if
any, to the date of purchase.
2
Within 30 days following any Change of
Control Triggering Event, the Company will mail a notice (the
"Change of Control Offer") to each Holder of Notes with a copy to
the Trustee stating:
(1) that a Change of Control
Triggering Event has occurred and that such Holder has the right to
require the Company to purchase such Holder's Notes at a purchase
price in cash equal to 101% of the principal amount of such Notes
plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Payment");
(2) &nbs
