Exhibit
4.1






CASCADE
NATURAL GAS CORPORATION


TO


THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Successor Trustee






 


 


 


 






THIRD
SUPPLEMENTAL INDENTURE


Dated as of March 8, 2007






 


Supplemental to
Indenture Dated as of August 1, 1992
















 


THIRD SUPPLEMENTAL INDENTURE, dated as of March 8,
2007, between Cascade Natural Gas Corporation, a corporation duly organized and
existing under the laws of the state of Washington (herein called the “Company”),
having its principal office at 222 Fairview Avenue North, Seattle, Washington
98109, and The Bank of New York Trust Company, N.A., as successor trustee (the “Trustee”)
to The Bank of New York, as original trustee (the “Original Trustee”), the
Trustee having its principal corporate trust office at 700 South Flower Street,
Suite 500, Los Angeles, California 90017.


RECITALS
OF THE COMPANY


The Company and the Original Trustee have heretofore
entered into an indenture dated as of August 1, 1992 (herein called the “Indenture”),
to provide for the issuance from time to time of the Company’s unsecured
debentures, notes or other evidences of indebtedness (herein called the “Instruments”),
unlimited as to principal amount, all as provided in the Indenture.  The Company and the Original Trustee have
also entered into a First Supplemental Indenture dated as of October 25,
1993 and a Second Supplemental Indenture dated as of January 25, 2005, which by
their terms are incorporated in the Indenture.


Section 901 of the Indenture provides that,
without the consent of any Holders, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee may enter into one or more indentures
supplemental to the Indenture for the purpose of, among other things,
establishing the form or terms of Instruments of any series as permitted by
Sections 201 or 301.


The Company, pursuant to the foregoing authority and
pursuant to appropriate action of its Board of Directors, proposes in and by
this Third Supplemental Indenture to establish a series of senior notes as
hereinafter provided.


The Company represents that all conditions and
requirements necessary to make this Third Supplemental Indenture, in the form
and upon the terms hereof, a valid, binding and legal instrument, in accordance
with its terms, and for the purposes herein expressed, have been done,
performed and fulfilled, and the execution and delivery hereof, in the form and
upon the terms hereof, have been in all respects duly authorized.


NOW, THEREFORE, for and in consideration of the
premises and the execution and delivery by the Trustee of this Third
Supplemental Indenture, it is mutually covenanted and agreed as follows:


SECTION 1.                         DEFINED TERMS


For all purposes of this Third Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise
requires, terms used herein in capitalized form and defined in the Indenture
have the meanings specified in the Indenture.



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SECTION 2.          5.79% SENIOR NOTES DUE MARCH 8, 2037


In accordance with
Section 301 of the Indenture, the Company hereby establishes a series of
debt securities with the following terms and characteristics (the numbered
clauses set forth below correspond to the numbered subsections of
Section 301 of the Indenture):


(1)           the
title of the Instruments of such series shall be “5.79% Senior Notes due March
8, 2037” (the “Notes”); the form of the Notes shall be in substantially the
form attached hereto as Exhibit A, which form is hereby incorporated by
reference herein as if fully set forth herein;


(2)           the
aggregate principal amount of Notes to be authenticated and delivered under the
Indenture shall be $40,000,000;


(3)           not
applicable;


(4)           the
principal of the Notes shall be due and payable on March 8, 2037 (the “Stated
Maturity Date”), unless redeemed or otherwise repaid prior to the Stated
Maturity Date as provided herein;


(5)           all
Notes shall bear interest at the rate of 5.79% per annum until the principal
thereof shall be paid.  Such interest
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months and shall be payable semi-annually on March 8 and September 8, beginning
September 8, 2007.  So long as there is
no existing default in the payment of interest on the Notes, such interest
shall be payable to the Person in whose name each such Note is registered on
the March 1 or September 1 (whether or not a business day), as the case may be,
next preceding the respective interest payment dates.  To the extent that the Company shall default
in the payment of interest due on such interest payment date, such Defaulted
Interest and to the extent permitted by law, during the continuance of an Event
of Default, interest on such unpaid balance and on any overdue payment
(including any overdue prepayment) of principal and on any overdue payment of
any Make-Whole Amount shall be paid to the Person in whose name each such Note
is registered on the Special Record Date at the rate of 7.79% per annum;


(6)           the
corporate trust office of the Trustee’s affiliate, The Bank of New York, in the
Borough of Manhattan, the City of New York, State of New York shall be the
office or agency of the Company at which the principal of and interest on the
Notes shall be payable and demands to or upon the Company with respect to the
Notes and the Indenture may be served. 
The address of this office is 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust Administration.  The Trustee or any Paying Agent on behalf of
the Company will pay all sums becoming due on the Notes for principal, Make-Whole
Amount, if any, and interest by the method and at the address specified for
such purpose in Schedule A of the Note Purchase Agreement dated as of March 1,
2007 by and among the Company and the purchaser party thereto (the “Note
Purchase Agreement”), or by such other method or at such other address as any
Holder complying with Section 8.2 of the Note Purchase Agreement shall have
from time to time specified to the Company in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation
thereon notwithstanding



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Sections 1106 and 1107 of the Indenture, except that
following payment or redemption in full of any Note, the Holder shall promptly
surrender such Note for cancellation to the Company at its principal executive
office or to the Trustee at its principal corporate trust office.  Prior to any sale or other disposition of any
Note the Holder will, at their election, either endorse thereon the amount of
principal paid thereon and the last date to which interest has been paid
thereon or surrender such Note to the Company or the Trustee in exchange for a
new Note or Notes pursuant to the terms of the Indenture;


(7)   (a)   the Notes, upon the mailing of notice in the manner provided in
Section 1104 of the Indenture, shall be redeemable at the option of the
Company, as a whole at any time or in part from time to time, at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed plus
accrued and unpaid interest of the principal amount being redeemed to the date
of redemption plus the Make-Whole Amount applicable thereto.


“Make-Whole Amount” means, with respect to any
Note, an amount equal to the excess, if any, of the Discounted Value of the
Remaining Scheduled Payments with respect to the Called Principal of such Note
over the amount of such Called Principal, provided that the Make-Whole Amount
may in no event be less than zero.  For
the purposes of determining the Make-Whole Amount, the following terms have the
following meanings:


“Called Principal”
means, with respect to any Note, the principal of such Note that is to be
redeemed or is declared to be immediately due and payable pursuant to Section
502 of the Indenture, as the context requires.


“Discounted Value”
means, with respect to the Called Principal of any Note, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial
practice and at a discount factor (applied on the same periodic basis as that
on which interest on the Notes is payable) equal to the Reinvestment Yield with
respect to such Called Principal.


“Reinvestment Yield”
means, with respect to the Called Principal of any Note, .50% over the yield to
maturity implied by (i) the yields reported as of 10:00 a.m. (New York City
time) on the second Business Day preceding the Settlement Date with respect to
such Called Principal, on the display designated as “Page PX1”  (or such other display as may replace Page
PX1) on Bloomberg Financial Markets for the most recently issued actively
traded on-the-run U.S. Treasury securities having a maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date, or
(ii) if such yields are not reported as of such time or the yields reported as
of such time are not ascertainable (including by way of interpolation), the
Treasury Constant Maturity Series Yields reported, for the latest day for which
such yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded on the run U.S. Treasury securities having a constant maturity
equal to the Remaining Average Life of such Called Principal as of such
Settlement Date.  Such implied yield will
be determined, if necessary, by (a)



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converting U.S. Treasury bill quotations to bond equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the actively traded on-the-run U.S. Treasury security with the
maturity closest to and greater than such Remaining Average Life and (2) the
actively traded on the run U.S. Treasury security with the maturity closest to
and less than such Remaining Average Life. 
The Reinvestment Yield shall be rounded to the number of decimal places
as appears in the interest rate of the applicable Note.


“Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.


“Remaining Scheduled Payments”
means, with respect to the Called Principal of any Note, all payments of such
Called Principal and interest thereon that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to the
terms of this Third Supplemental Indenture.


“Settlement
Date” means, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be redeemed or is declared
to be immediately due and payable pursuant to Section 502 of the Indenture, as
the context requires.


(b)           In
addition to the notice requirements contained in Section 1104 of the Indenture,
each notice of redemption shall be accompanied by a certificate of a Senior
Financial Officer (as defined in the Note Purchase Agreement) as to the
estimated Make-Whole Amount due in connection with such redemption (calculated
as if the date of such notice were the date of the redemption), setting forth
the details of such computation.  Two
Business Days prior to such redemption, the Company shall deliver to each
Holder of Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the Redemption Date.


(c)           Notwithstanding
anything to the contrary in Section 1103 of the Indenture, in the case of a
partial redemption of the Notes, the principal amount of the Notes to be
redeemed shall be allocated among all of the Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for redemption.


(d)           In
the case of each redemption of Notes, the principal amount of each Note to be
redeemed shall mature and become due and payable on the Redemption Date (which



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shall be a Business Day), together with interest on
such principal amount accrued to such date and the applicable Make-Whole
Amount, if any.  From and after such
date, unless the Company shall fail to pay such principal amount when so due
and payable, together with the interest and Make-Whole Amount, if any, as
aforesaid, interest on such principal amount shall cease to accrue.  Any Note redeemed in full shall be
surrendered to the Company and canceled and shall not be reissued, and no Note
shall be issued in lieu of any redeemed principal amount of any Note;


(8)           not
applicable;


(9)           the
Company is not obligated to redeem or purchase the Notes pursuant to any
sinking fund or any analogous provisions and the Notes are not subject to
regularly scheduled prepayments prior to their Stated Maturity;


(10)         the Notes shall be issued in denominations of
at least $1,000,000 each;


(11)         not
applicable;


(12)         see
Section 3 hereof; and


(13)         not
applicable.


SECTION 3.                         EVENTS OF DEFAULT


For purposes of the Notes, an “Event of Default” as
defined in paragraphs (1)-(2) of Section 501 of the Indenture shall be
amended to read as follows:


“Event of
Default” wherever used herein with respect to the Notes means any
one of the following events:


(1)           failure to pay any interest on any
Note for more than five Business Days after the same becomes due and payable;
or


(2)           failure to pay any principal or
Make-Whole Amount, if any, on any Note when the same becomes due and payable,
whether at maturity or at a date fixed for redemption or by declaration or
otherwise;


A breach of any representation or warranty in Section
5 of the Note Purchase Agreement shall be deemed a breach by the Company of a
warranty in the Indenture for purposes of Section 501(3) of the Indenture.  Except for the change specified in the
preceding sentence, the provisions of Section 501(3) of the Indenture shall
apply to the Notes as if set forth herein without change.


The provisions of Sections 501(4) through (6) of the
Indenture shall apply to the Notes as if fully set forth herein without change.



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For purposes of the Notes, an acceleration of
principal of the Notes pursuant to Section 502 of the Indenture shall be
deemed to include the Make-Whole Amount in respect of such principal.


SECTION 4.                         INCORPORATION IN INDENTURE


From and after the date hereof, all provisions of this
Third Supplemental Indenture shall be deemed to be incorporated in and made a
part of the Indenture; and the Indenture and this Third Supplemental Indenture
shall be read, taken, and construed as one and the same instrument.  In the event of any inconsistency between the
terms of this Third Supplemental Indenture and the terms of the Indenture, the
terms of this Third Supplemental Indenture shall control.


SECTION 5.                         GOVERNING LAW


This Third Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York.


SECTION 6.                         EFFECTIVENESS OF AMENDMENTS AND SUPPLEMENTS


The amendment and supplements to the Indenture made by
this Third Supplemental Indenture shall have effect only with respect to the
Notes, and shall not be effective as to instruments of any other series
previously or hereafter issued under the Indenture.


SECTION 7.                         COUNTERPARTS


This Third Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.


SECTION 8.                         OTHER SECTIONS OF INDENTURE NOT AFFECTED


All Articles, Sections, and portions of Sections of
the Indenture other than those amended or supplemented as provided above are
hereby ratified, confirmed, and continued in full force and effect.


SECTION 9.                         TRUSTEE DISCLAIMER


For the avoidance of
doubt, the Trustee shall in no event be responsible for obtaining or
determining (as applicable) the Make-Whole Amount, Discounted Value or
Reinvestment Yield, nor for effecting any calculations hereunder.  In addition, the Trustee is not responsible
for the sufficiency or validity of this Third Supplemental Indenture, nor for
any recitals contained herein.



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IN WITNESS WHEREOF, the parties hereto have caused
this Third Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunder affixed and attested, all as of the day and
year first above written.


	
  

  	
   

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ David Stevens

  
	
   

  	
   

  	
   

  	
  David W. Stevens,

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Larry C. Rosok

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Larry C. Rosok

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President—Human Resources and 

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Raymond Torres

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Raymond Torres

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Assistant Vice President

  
										



 


















EXHIBIT A


	
  NO. R-

  	
  Date

  
	
  $

  	
  PPN

  



 


CASCADE NATURAL GAS CORPORATION


5.79% Senior Note due March 8, 2037


CASCADE NATURAL GAS CORPORATION, a Washington
corporation (hereinafter called the “Company”), for
value received, hereby promises to pay to
                    
or registered assigns, the sum of  [          ]
Dollars, on the 8th day of March, 2037, and to pay to the registered owner
hereof interest on said sum from the date hereof until said sum shall be paid,
at the rate of 5.79% per annum, payable semi-annually on March 8 and September
8 in each year.  Payments of the
principal of and interest on this Note, shall be made in such coin or currency
of the United States of America which at the time of payment is legal tender
for the payment of public and private debts.


Payments of interest on this Note will
include interest accrued to but excluding the respective Interest Payment
Dates.  Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.  If any Interest Payment Date,
any Redemption Date or the Stated Maturity Date shall not be a Business Day,
payment of the amounts due on this Note on such date may be made on the next
succeeding Business Day, as if each such payment were made on the date such
payment were due, and interest shall accrue on such amounts for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity Date,
as the case may be, to such Business Day.


Additional provisions of this Note are set
forth on the reverse hereof.


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.


	
  

  	
  CASCADE NATURAL
  GAS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David W. Stevens,

  	
   

  
	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
   

  
						




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CERTIFICATE OF
AUTHENTICATION


This is one of the
Instruments of the series designated herein referred to in the within-mentioned
Indenture.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A.

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
					



 



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(Reverse Side of
Note)


This Note is one of a duly authorized issue of
Instruments of the Company issued and issuable in one or more series under an
Indenture, dated as of August 1, 1992 (such Indenture, as supplemented,
together with any constituent instruments establishing the terms of particular
Instruments, being herein called the “Indenture”), of the Company to The Bank
of New York Trust Company, N.A., as successor trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a more complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered.  The
acceptance of this Note shall be deemed to constitute the consent and agreement
by the Holder hereof to all of the terms and provisions of the Indenture.  This Note is one of the series designated on
the face hereof as 5.79% Senior Notes due March 8, 2037 in the aggregate
principal amount of $40,000,000.  Capitalized
terms used but not defined herein shall have the meanings set forth in the
Indenture.


The Notes may be called for redemption by the Company,
as a whole at any time or in part from time to time, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed plus accrued
and unpaid interest on the principal amount being redeemed to the date of
redemption and the Make-Whole Amount applicable thereto.


Notice of redemption shall be given by mail to Holders
of Notes, not less than 30 days nor more than 60 days prior to the date fixed
for redemption, all as provided in the Indenture.  Subject to Section 8.2 of the Note Purchase
Agreement, dated as of March 1, 2007 (the “Note Purchase Agreement”), in the
event of redemption of this Note in part only, a new Note or Notes of this
series, of like tenor, for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.


If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of and interest on the Notes may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. 
Upon any such declaration, the Company shall also pay to the Holders of
the Notes the Make-Whole Amount on the Notes, if any, determined as of the date
the Notes shall have been declared due and payable.


The Indenture permits, with certain exceptions as
therein provided, the Trustee to enter into one or more supplemental indentures
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the Indenture with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Instruments of each series affected.  The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Instruments then Outstanding, on behalf
of the Holders of all Instruments, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange therefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.



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As provided in the Indenture and subject to certain
limitations therein set forth, the transfer or exchange of this Note is
registrable in the Instrument Register, upon surrender of this Note for
registration of transfer or exchange at the offices of the Trustee’s affiliate,
The Bank of New York, in New York City, New York or such other office or agency
as may be designated by the Company from time to time, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Instrument Registrar, duly executed by the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Notes of
like tenor and aggregate principal amount, will be issued to the designated
transferee or transferees or to the Holder, as the case may be.  No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


The Notes are issuable only in registered form,
without coupons, in denominations of at least $1,000,000.  As provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like tenor
and aggregate principal amount of Notes, of any authorized denominations, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at the office or agency designated by the Company from
time to time.  The Company shall not be
required to (a) issue, register the transfer of or exchange Notes during a period
of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Notes called for redemption or (b) issue, register the
transfer of or exchange any Note so called for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part (subject to
Section 8.2 of the Note Purchase Agreement).


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
absolute owner hereof for all purposes, whether or not this Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.



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FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto


[please insert social
security or


other identifying
number of assignee]


[please print or
typewrite name and address of assignee]


the within Note of CASCADE NATURAL GAS CORPORATION and
does hereby irrevocably constitute and appoint                                                    ,
Attorney, to transfer said Note on the books of the above-mentioned Company,
with full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice: The
  signature to this assignment must correspond with the name as written upon
  the face of the Note in every particular without alteration or enlargement or
  any change whatsoever.

  



 



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