Exhibit 4.2
QUESTAR PIPELINE
COMPANY
OFFICERS’
CERTIFICATE
PURSUANT TO SECTIONS 301 AND 303 OF
THE INDENTURE
The undersigned officers of Questar
Pipeline Company, a Utah corporation (the “Company”),
hereby certify on behalf of the Company pursuant to Sections 301
and 303 of the Indenture, dated as of August 17, 1998 (the
“Indenture”), between the Company and Wells Fargo Bank
N.A., as successor trustee (the “Trustee”), as
follows:
1.
Pursuant to the resolutions of the Board
of Directors of the Company adopted on August 11, 2009, together
with the resolutions of the Pricing Committee of the Board of
Directors of the Company adopted on September 8, 2009 (the
“Resolutions”), there are hereby established the
following terms of Securities to be issued under the
Indenture:
a.
The title of the series of Securities
shall be 5.83% Notes due 2018 (the “Notes”), which
shall be of the same series as the Company’s outstanding
$200,000,000 aggregate principal amount of 5.83% Notes due 2018
issued on January 15, 2008 (the “Existing
Notes”).
b.
The aggregate principal amount of the
Notes to be offered and issued under the Indenture, in addition to
the Existing Notes, shall be $50,000,000.
c.
The Notes shall mature on February 1,
2018, and shall bear interest from June 1, 2009 at the rate of
5.83% per annum, payable semi-annually on June 1 and December 1 of
each year, to holders of record on the immediately preceding May 15
or November 15, as the case may be, commencing December 1,
2009.
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
percent 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 30 basis points, plus, in each case, 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).
e.
Payment of principal of (and premium, if
any) and in
