Exhibit 4.1
FORM OF THE NOTE
THIS SECURITY IS A GLOBAL SECURITY AS
REFERRED TO IN THE INDENTURE HEREINAFTER REFERENCED. UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
QUESTAR MARKET RESOURCES,
INC.
6.80% NOTE DUE 2020
No. 1
$300,000,000
CUSIP No. 74836JAF0
QUESTAR MARKET RESOURCES, INC., a
corporation duly organized and existing under the laws of Utah
(herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Three Hundred Million
Dollars ($300,000,000) on March 1, 2020 and to pay interest thereon
from August 31, 2009 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually
in arrears on March 1 and September 1 of each year, commencing
March 1, 2010, at the rate of 6.80% per annum, until the principal
hereof is paid or made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at
the rate of 6.80% per annum on any overdue principal and premium
and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or
August 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or
more Predecessor Securities) is
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 Holders of Securities not less
than 10 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 the Securities may
be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium,
if any) and interest on this Security will be made at the office or
agency of the Company in Salt Lake City, Utah or The City of New
York maintained for such purpose, and at any other office or agency
maintained by the Company for such purpose, in such coin or
currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts;
provided, however, that at the option of the Company
payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear
in the Security Register.
Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
Dated: August 31, 2009
QUESTAR MARKET RESOURCES, INC.
By:
/s/Charles B. Stanley
Name: Charles B. Stanley
Title: President and Chief Executive
Officer
Attest:
By:
/s/Abigail L. Jones
Name: Abigail L. Jones
Title: Corporate
Secretary
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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein referred to in the within-mentioned
Indenture.
WELLS FARGO BANK, N.A.,
as successor Trustee
By:
/s/Carl J. Mathis
Authorized Signatory
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(REVERSE OF SECURITY)
This Security is one of a duly authorized
issue of debt securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under
an Indenture, dated as of March 1, 2001 (herein called the
"Indenture," which term shall have the meaning assigned to it in
such instrument), between the Company and Wells Fargo Bank, N.A.,
as successor trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to
$300,000,000.
The Securities are subject to redemption
upon not less than 30 nor more than 60 days' notice by first-class
mail, at any time, or from time to time, as a whole or in part, at
the election of the Company, at a Redemption Price equal to the
greater of (i) 100% of the principal amount of the Securities to be
redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities 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
twelve 30-day months) at the Treasury Rate plus 50 basis points,
plus accrued and unpaid interest on the principal amount of the
Securities 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 Securities on the relevant
record date. As used herein the following terms will have the
definitions given below:
"Treasury Rate" means, with respect to
any Redemption Date, the rate per year equal to the semi-annual
equivalent yield to maturity or interpolated (on a day count basis)
of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
"Comparable Treasury Issue" means the
United States Treasury security or securities selected by an
Independent Investment Banker as having an actual or interpolated
(on a day count basis) maturity comparable to the remaining term of
the Securities to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of the Securities.
"Independent Investment Banker" means one
of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with
respect to any Redemption Date, (A) the average of the
Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all
such quotations.
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"Reference Treasury Dealer" means at
least four primary U.S. Government securities dealers in The City
of New York as the Company shall select.
"Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any
Red
