Exhibit
10.1


 


CASCADE NATURAL
GAS CORPORATION


 


$40,000,000 5.79%
Senior Notes

due March 8, 2037






NOTE PURCHASE AGREEMENT






 


Dated as of March
1, 2007


 


















TABLE
OF CONTENTS


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. AUTHORIZATION OF NOTES.

  	
  1

  
	
   

  	
  1.1.

  	
   

  	
  Authorization of the Notes.

  	
  1

  
	
   

  	
  1.2.

  	
   

  	
  Description of the Notes.

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. SALE AND PURCHASE OF NOTES.

  	
  2

  
	
   

  	
   

  
	
  3. CLOSING.

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  4. CONDITIONS TO CLOSING.

  	
  2

  
	
   

  	
  4.1.

  	
   

  	
  Representations and Warranties.

  	
  2

  
	
   

  	
  4.2.

  	
   

  	
  Performance; No Default.

  	
  2

  
	
   

  	
  4.3.

  	
   

  	
  Compliance Certificates.

  	
  3

  
	
   

  	
  4.4.

  	
   

  	
  Opinions of Counsel.

  	
  3

  
	
   

  	
  4.5.

  	
   

  	
  Purchase Permitted By Applicable Law, etc.

  	
  3

  
	
   

  	
  4.6.

  	
   

  	
  Payment of Special Counsel Fees.

  	
  3

  
	
   

  	
  4.7.

  	
   

  	
  Private Placement Number.

  	
  3

  
	
   

  	
  4.8.

  	
   

  	
  Changes in Corporate Structure.

  	
  4

  
	
   

  	
  4.9.

  	
   

  	
  Supplemental Indenture.

  	
  4

  
	
   

  	
  4.10.

  	
   

  	
  Funding Instructions.

  	
  4

  
	
   

  	
  4.11.

  	
   

  	
  Execution, Authentication and Delivery of Notes.

  	
  4

  
	
   

  	
  4.12.

  	
   

  	
  Approvals.

  	
  4

  
	
   

  	
  4.13.

  	
   

  	
  Proceedings and Documents.

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

  	
  4

  
	
   

  	
  5.1.

  	
   

  	
  Organization; Power and Authority.

  	
  5

  
	
   

  	
  5.2.

  	
   

  	
  Authorization, etc.

  	
  5

  
	
   

  	
  5.3.

  	
   

  	
  Disclosure.

  	
  5

  
	
   

  	
  5.4.

  	
   

  	
  Subsidiaries.

  	
  5

  
	
   

  	
  5.5.

  	
   

  	
  Financial Statements.

  	
  5

  
	
   

  	
  5.6.

  	
   

  	
  Compliance with Laws, Other Instruments, etc.

  	
  6

  
	
   

  	
  5.7.

  	
   

  	
  Governmental Authorizations, etc.

  	
  6

  
	
   

  	
  5.8.

  	
   

  	
  Litigation; Observance of Statutes and Orders.

  	
  6

  
	
   

  	
  5.9.

  	
   

  	
  Taxes.

  	
  7

  
	
   

  	
  5.10.

  	
   

  	
  Title to Property; Leases.

  	
  7

  
	
   

  	
  5.11.

  	
   

  	
  Licenses, Permits, etc.

  	
  7

  
	
   

  	
  5.12.

  	
   

  	
  Compliance with ERISA.

  	
  7

  
	
   

  	
  5.13.

  	
   

  	
  Private Offering by the Company.

  	
  8

  
	
   

  	
  5.14.

  	
   

  	
  Use of Proceeds; Margin Regulations.

  	
  8

  
	
   

  	
  5.15.

  	
   

  	
  Existing Debt; Future Liens.

  	
  9

  
	
   

  	
  5.16.

  	
   

  	
  Foreign Assets Control Regulations, Anti-Terrorism
  Order, etc.

  	
  9

  
	
   

  	
  5.17.

  	
   

  	
  Status under Certain Statutes.

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
								



 



 i
 









 


	
  6.
  REPRESENTATIONS OF THE PURCHASER.

  	
  10

  
	
   

  	
  6.1.

  	
   

  	
  Purchase for Investment.

  	
  10

  
	
   

  	
  6.2.

  	
   

  	
  Source of Funds.

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7. FINANCIAL INFORMATION.

  	
  12

  
	
   

  	
   

  
	
  8. PAYMENTS ON NOTES.

  	
  13

  
	
   

  	
  8.1.

  	
   

  	
  Place of Payment.

  	
  13

  
	
   

  	
  8.2.

  	
   

  	
  Home Office Payment.

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9. EXPENSES, ETC.

  	
  14

  
	
   

  	
  9.1.

  	
   

  	
  Transaction Expenses.

  	
  14

  
	
   

  	
  9.2.

  	
   

  	
  Survival.

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
  ENTIRE AGREEMENT.

  	
  14

  
	
   

  	
   

  
	
  11. AMENDMENT AND WAIVER.

  	
  15

  
	
   

  	
  11.1.

  	
   

  	
  Requirements.

  	
  15

  
	
   

  	
  11.2.

  	
   

  	
  Solicitation of Holders of Notes.

  	
  15

  
	
   

  	
  11.3.

  	
   

  	
  Binding Effect, etc.

  	
  16

  
	
   

  	
  11.4.

  	
   

  	
  Notes held by Company, etc.

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12. NOTICES.

  	
  16

  
	
   

  	
   

  	
   

  
	
  13. REPRODUCTION OF DOCUMENTS.

  	
  17

  
	
   

  	
   

  
	
  14. CONFIDENTIAL INFORMATION.

  	
  17

  
	
   

  	
   

  
	
  15. MISCELLANEOUS.

  	
  18

  
	
   

  	
  15.1.

  	
   

  	
  Successors and Assigns.

  	
  18

  
	
   

  	
  15.2.

  	
   

  	
  Severability.

  	
  18

  
	
   

  	
  15.3.

  	
   

  	
  Construction.

  	
  18

  
	
   

  	
  15.4.

  	
   

  	
  Counterparts.

  	
  18

  
	
   

  	
  15.5.

  	
   

  	
  Governing Law.

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE A

  	
  —    Information
  Relating to Purchaser

  	
   

  
	
  SCHEDULE B

  	
  —    Defined
  Terms

  	
   

  
	
  SCHEDULE 5.4

  	
  —    Subsidiaries

  	
   

  
	
  SCHEDULE 5.7

  	
  —    Governmental
  Authorizations, etc.

  	
   

  
	
  SCHEDULE 5.14

  	
  —    Use of
  Proceeds

  	
   

  
	
  SCHEDULE 5.15

  	
  —    Existing
  Debt, Liens, Indenture Amendments and Supplements

  	
   

  
	
  EXHIBIT 1.2

  	
  —    Form of
  Supplemental Indenture

  	
   

  
	
  EXHIBIT 4.4(a)

  	
  —    Form of
  Opinion of Special Counsel for the Company

  	
   

  
	
  EXHIBIT 4.4(b)

  	
  —    Form of
  Opinion of Special Counsel for the Purchaser

  	
   

  
						



 



 ii















CASCADE NATURAL
GAS CORPORATION

222 Fairview Avenue North

Seattle, WA 98109

(206) 624-3900

Fax:  (206) 654-4025


$40,000,000 5.79%
Senior Notes due March 8, 2037


Dated as of March
1, 2007


TO THE PURCHASER LISTED IN THE


ATTACHED SCHEDULE A:


Ladies and Gentlemen:


CASCADE NATURAL GAS CORPORATION, a Washington
corporation (the “Company”), agrees with you as follows:


1.             AUTHORIZATION OF NOTES.


1.1.         Authorization of the Notes.


The Company has authorized the issue and sale of
$40,000,000 aggregate principal amount of its 5.79% Senior Notes due March 8,
2037 (the “Notes”, such term to include any such Notes issued in substitution
therefor pursuant to the terms and provisions of the Supplemental Indenture (as
hereinafter defined) and the Indenture (as hereinafter defined)).  The Notes shall be substantially in the form
set out in Exhibit A to the Supplemental Indenture, with such changes
therefrom, if any, as may be approved by you and the Company.  Certain capitalized terms used in this
Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit”
are, unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.


1.2.         Description of the Notes.


The Notes shall be dated the date of issue and shall
bear interest on the unpaid principal balance thereof from the date of issuance
at the rate of 5.79% per annum.  The
Notes are to be issued under and in accordance with a Supplemental Indenture
dated on or about March 8, 2007 (the “Supplemental Indenture”) between the
Company and The Bank of New York Trust Company, N.A., a national banking
association, in its capacity as successor trustee (together with any successors
and assigns in such capacity, the “Trustee”), which shall be substantially in
the form attached hereto as Exhibit 1.2. 
The Supplemental Indenture is a supplement to the Indenture dated as of
August 1, 1992 between the Company and The Bank of New York, as original
trustee, as amended and supplemented from time to time (the “Indenture”).  The Notes shall have such characteristics as
set forth in the Supplemental Indenture.













2.             SALE AND PURCHASE OF NOTES.


Subject to the terms and conditions of this Agreement,
the Company will issue and sell to you, and you will purchase from the Company,
at the Closing provided for in Section 3, Notes in the principal amount
specified opposite your name in Schedule A at the purchase price of 100% of the
principal amount thereof.


3.             CLOSING.


The sale and purchase of the Notes to be purchased by
you shall occur at the offices of Foley & Lardner LLP, 321 North Clark
Street, Suite 2800, Chicago, Illinois 60610-4764, at 9:00 a.m., Chicago time,
at a closing (the “Closing”) on March 8, 2007 or on such other Business Day
thereafter on or prior to March 15, 2007 as may be agreed upon by the Company
and you.  At the Closing, the Company
will deliver to you the Notes to be purchased by you in the form of a single
Note (or such greater number of Notes in denominations of at least $1,000,000
as you may request) dated the date of the Closing and registered in your name
(or in the name of your nominee), against delivery by you to the Company or its
order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the
Company to the bank account of the Company specified in the funding instruction
letter provided pursuant to Section 4.10. 
If at the Closing the Company shall fail to tender such Notes to you as
provided above in this Section 3 upon tender of payment therefor, or any
of the conditions specified in Section 4 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.


4.             CONDITIONS TO CLOSING.


Your obligation to purchase and pay for the Notes to
be sold to you at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following conditions:


4.1.         Representations and Warranties.


The representations and warranties of the Company in
this Agreement and the Supplemental Indenture shall be correct when made and at
the time of the Closing.


4.2.         Performance; No Default.


The Company shall have performed and complied with all
agreements and conditions contained in this Agreement, the Supplemental
Indenture and the Indenture required to be performed or complied with by it
prior to or at the Closing and after giving effect to the issue and sale of the
Notes (and the application of the proceeds thereof as contemplated by Section
5.14), no Default or Event of Default shall have occurred and be continuing.



 2
 









4.3.         Compliance Certificates.


(a)           Officer’s Certificate.  The Company shall have delivered to you an
Officer’s Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.8 have been fulfilled.


(b)           Company’s Secretary’s Certificate.  The Company shall have delivered to you a
certificate of its Secretary or Assistant Secretary, dated the date of the
Closing, certifying as to the resolutions attached thereto and other
proceedings relating to the authorization, execution and delivery of the Notes,
this Agreement and the Supplemental Indenture.


4.4.         Opinions of Counsel.


You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Kirkpatrick &
Lockhart Preston Gates Ellis LLP special counsel for the Company, covering the
matters set forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as you or your counsel may reasonably
request (and the Company instructs its counsel to deliver such opinion to you)
and (b) from Foley & Lardner LLP, your special counsel in connection with
such transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as you may reasonably
request.


4.5.         Purchase Permitted By Applicable Law,
etc.


On the date of the Closing your purchase of Notes
shall (i) be permitted by the laws and regulations of each jurisdiction to
which you are subject, without recourse to provisions (such as Section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the particular
investment, (ii) not violate any applicable law or regulation (including,
without limitation, Regulation U, T or X of the Board of Governors of the
Federal Reserve System) and (iii) not subject you to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or
regulation was not in effect on the date hereof.  If requested by you, you shall have received
an Officer’s Certificate certifying as to such matters of fact as you may
reasonably specify to enable you to determine whether such purchase is so
permitted.


4.6.         Payment of Special Counsel Fees.


Without limiting the provisions of Section 9.1,
the Company shall have paid on or before the Closing the fees, charges and
disbursements of your special counsel referred to in Section 4.4 to the
extent reflected in a statement of such counsel rendered to the Company at
least one Business Day prior to the Closing.


4.7.         Private Placement Number.


A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation
Office of the National Association of Insurance Commissioners) shall have been
obtained by Foley & Lardner LLP for the Notes.



 3
 









4.8.         Changes in Corporate Structure.


The Company shall not have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have
succeeded to all or any substantial part of the liabilities of any other
entity, at any time following the date of the most recent financial statements
referred to in Schedule 5.5.


4.9.         Supplemental Indenture.


The Supplemental Indenture shall have been duly
executed and delivered by the Company and the Trustee and shall constitute the
legal, valid and binding contract and agreement of each such Person.  All instruments, certificates, opinions and
other documents required under the Supplemental Indenture and the Indenture in
connection with the execution, delivery and performance of the Notes shall have
been duly authorized, executed and delivered.


4.10.       Funding Instructions.


At least three Business Days prior to the date of the
Closing, you shall have received written instructions signed by a Responsible
Officer on letterhead of the Company setting forth the wiring instructions
specified in Section 3 including (i) the name and address of the transferee
bank, (ii) such transferee bank’s ABA number and (iii) the account name and
number into which the purchase price for the Notes is to be deposited.


4.11.       Execution, Authentication and Delivery of
Notes.


The Note or Notes to be purchased by you shall have
been duly executed and delivered by the Company and duly authenticated and
delivered by the Trustee to you.


4.12.       Approvals.


The Company shall have furnished to you and your
special counsel true and correct copies of all certificates, approvals,
authorizations, consents, recordings and filings necessary for the execution,
delivery or performance by the Company of this Agreement, the Notes, the
Supplemental Indenture and the Indenture, including any consents and approvals
referred to in Section 5.7 and in the Indenture.


4.13.       Proceedings and Documents.


All corporate and other proceedings in connection with
the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to you and your
special counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.


5.             REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


The Company represents and warrants to you that:



 4
 









5.1.         Organization; Power and Authority.


The Company is a corporation duly organized and
validly existing under the laws of the State of Washington, and is duly qualified
as a foreign corporation and is in good standing in each jurisdiction in which
such qualification is required by law, other than those jurisdictions as to
which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver this Agreement, the Notes, the Supplemental Indenture and the Indenture
and to perform the provisions hereof and thereof.


5.2.         Authorization, etc.


This Agreement, the Notes, the Supplemental Indenture
and the Indenture have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement and the Indenture constitute,
and upon execution and delivery thereof each Note and the Supplemental
Indenture will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


5.3.         Disclosure.


The Company has made available through its public
filings to you a copy of the Company’s Annual Report on Form 10-K for the year
ended September 30, 2006, its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2006, and its Current Report on Form 8-K
dated February 6, 2007, each of which has been filed with the SEC under the
Exchange Act (such reports, together with such other reports as may be
subsequently filed by the Company with the SEC pursuant to §13(a) or §15(d) of
the Exchange Act, the “Disclosure Documents”). 
The Disclosure Documents, taken as a whole, do not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made.  Except as
disclosed in the Disclosure Documents, since September 30, 2006 there has been
no change in the financial condition, operations, business or properties of the
Company or any of its Subsidiaries except changes that individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect.


5.4.         Subsidiaries.


Except as set forth on Schedule 5.4, the Company does
not have any Subsidiaries.


5.5.         Financial Statements.


The financial statements of the Company included in
the Disclosure Documents (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates



 5
 









specified therein and the consolidated results of
their operations and cash flows for the respective periods so specified and
have been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case
of any interim financial statements, to normal year-end adjustments).  The Company and its Subsidiaries do not have
any Material liabilities that are not disclosed on such financial statements or
otherwise disclosed in the Disclosure Documents.


5.6.         Compliance with Laws, Other
Instruments, etc.


The execution, delivery and performance by the Company
of this Agreement, the Notes, the Supplemental Indenture and the Indenture will
not (i) result in any breach of, or constitute a default under, or result
in the creation of any Lien in respect of any property of the Company or any
Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, charter or by-laws, or any other Material agreement or
instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or
affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to the Company or any
Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary, except for violations of any such statute, rule or regulation that
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


5.7.         Governmental Authorizations, etc.


Except as set forth on Schedule 5.7, no consent,
approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery
or performance by the Company of this Agreement, the Notes, the Supplemental
Indenture or the Indenture.


5.8.         Litigation; Observance of Statutes and
Orders.


(a)           Except as set forth in the Disclosure
Documents, there are no actions, suits, investigations or proceedings pending
or, to the knowledge of the Company, threatened against or affecting the
Company or any Subsidiary or any property of the Company or any Subsidiary in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, would reasonably be expected
to have a Material Adverse Effect.


(b)           Except as set forth in the Disclosure
Documents, neither the Company nor any Subsidiary is in default under any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including Environmental Laws and the USA Patriot Act) of any
Governmental Authority, which default or violation, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.



 6
 









5.9.         Taxes.


The Company and its Subsidiaries have filed all income
tax returns that are required to have been filed in any jurisdiction, and have
paid all taxes shown to be due and payable on such returns and all other taxes
and assessments payable by them, to the extent such taxes and assessments have
become due and payable and before they have become delinquent, except for any
taxes and assessments (i) the amount of which is not individually or in
the aggregate Material or (ii) the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and
with respect to which the Company or a Subsidiary, as the case may be, has
established adequate reserves in accordance with GAAP.  The Federal income tax liabilities of the
Company and its Subsidiaries have been finally determined (whether by reason of
completed audits or the statute of limitations having run) for all fiscal years
up to and including the fiscal year ended September 30, 1996.


5.10.       Title to Property; Leases.


The Company and its Subsidiaries have good and
sufficient title, rights of way, easements and/or leasehold interests in or to
their respective Material properties, including all such properties reflected
in the most recent audited balance sheet included in the Disclosure Documents
or purported to have been acquired by the Company or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens, except for those defects in
title and Liens that, individually or in the aggregate, would not have a
Material Adverse Effect.  All Material
leases, rights of way and easements are valid and subsisting and are in full
force and effect in all material respects.


5.11.       Licenses, Permits, etc.


The Company and its Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights, proprietary
software, service marks, trademarks and trade names, or rights thereto, that
are Material, without known conflict with the rights of others, except for
those conflicts that, individually or in the aggregate, would not have a
Material Adverse Effect.


5.12.       Compliance with ERISA.


(a)           The Company and each ERISA Affiliate
have operated and administered each Plan in compliance with all applicable laws
except for such instances of noncompliance as have not resulted in and could
not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate
has incurred any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans (as
defined in section 3(3) of ERISA), and no event, transaction or condition has
occurred or exists that would reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of the
Company or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to section 401(a)(29)
or 412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.



 7
 









(b)           The present value of the aggregate
benefit liabilities under each of the Plans (other than Multiemployer Plans),
determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s
most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit liabilities.  The term “benefit liabilities” has the
meaning specified in section 4001(a)(16) of ERISA and the terms “current value”
and “present value” have the meanings specified in sections 3(26) and
3(27) of ERISA.


(c)           The Company and its ERISA Affiliates
have not incurred withdrawal liabilities (and are not subject to contingent
withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.


(d)           The expected postretirement benefit
obligation (determined as of the last day of the Company’s most recently ended
fiscal year in accordance with Financial Accounting Standards Board Statement
No. 106, without regard to liabilities attributable to continuation coverage
mandated by section 4980B of the Code) of the Company and its Subsidiaries is
as is disclosed in the Disclosure Documents.


(e)           The execution and delivery of this
Agreement and the issuance and sale of the Notes will not involve any
transaction that is subject to the prohibitions of section 406 of ERISA or
in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. 
The representation by the Company in the first sentence of this Section
5.12(e) is made in reliance upon and subject to the accuracy of your
representation in Section 6.2 as to the sources of the funds used to pay the
purchase price of the Notes to be purchased by you.


5.13.       Private Offering by the Company.


Neither the Company nor anyone acting on its behalf
has offered the Notes or any similar securities for sale to, or solicited any
offer to buy any of the same from, or otherwise approached or negotiated in
respect thereof with, any person other than you and not more than 3  other Institutional Investors, each of which has been
offered the Notes at a private sale for investment.  Neither the Company nor anyone acting on its
behalf has taken, or will take, any action that would subject the issuance or
sale of the Notes to the registration requirements of Section 5 of the
Securities Act or to the registration requirements of any securities or blue
sky laws of any applicable jurisdiction.


5.14.       Use of Proceeds; Margin Regulations.


The Company will apply the proceeds of the sale of the
Notes to repay, at such times and in such amounts as the Company determines, in
its discretion, Debt of the Company as set forth in Schedule 5.14 and for
general corporate purposes.  No part of
the proceeds from the sale of the Notes will be used, directly or indirectly, for
the purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System (12 CFR
221), or for the purpose of buying or carrying or trading in any



 8
 









securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to involve
any broker or dealer in a violation of Regulation T of said Board (12 CFR
220).  Margin stock does not constitute
more than 1% of the value of the consolidated assets of the Company and its
Subsidiaries and the Company does not have any present intention that margin
stock will constitute more than 1% of the value of such assets.  As used in this Section, the terms “margin
stock” and “purpose of buying or carrying” shall have the meanings assigned to them
in said Regulation U.


5.15.       Existing Debt; Future Liens.


(a)           All
outstanding Debt of the Company and its Subsidiaries as of December 31,
2006 which was required to be included on the consolidated balance sheet of the
Company and its Subsidiaries as of that date in accordance with GAAP was
properly included on the consolidated balance sheet of the Company and its
Subsidiaries as of that date that was included in the Company’s Form 10-Q for
the fiscal quarter ended December 31, 2006. 
Since December 31, 2006, there has been no Material increase in the
amount of Debt of the Company or its Subsidiaries in the aggregate, other than as
described on Schedule 5.15.  Neither the Company nor any Subsidiary is in
default and no waiver of default is currently in effect in the payment of any
principal or interest on any Debt of the Company or any Subsidiary and no event
or condition exists with respect to any Debt of the Company or any Subsidiary
that would permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Debt to become due and payable before
its stated maturity or before its regularly scheduled dates of payment.


(b)           Except as disclosed in Schedule 5.15,
neither the Company nor any Subsidiary has agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any of
its property, whether now owned or hereafter acquired, to be subject to a Lien
not permitted by the Supplemental Indenture and the Indenture.


(c)           Except pursuant to supplemental
indentures listed on Schedule 5.15, the Indenture has not been amended,
supplemented or otherwise modified.


5.16.       Foreign Assets Control Regulations,
Anti-Terrorism Order, etc.


(a)           Neither the sale of the Notes by the
Company hereunder nor its use of the proceeds thereof will violate (a) the
Trading with the Enemy Act, as amended, (b) any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto, (c) the Anti-Terrorism Order or (d) the United States Foreign
Corrupt Practices Act of 1997, as amended. 
Without limiting the foregoing, neither the Company nor any Subsidiary
(i) is a blocked person described in Section 1 of the Anti-Terrorism
Order or (ii) knowingly engages in any dealings or transactions, or is
otherwise associated, with any such person.



 9
 









(b)           No part of the proceeds from the sale
of the Notes hereunder will be used, directly or indirectly, in violation of
the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such act applies to the Company.


5.17.       Status under Certain Statutes.


Neither the Company nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, or the ICC
Termination Act, as amended.  The Company
is a public utility subject to regulation as a public utility company in the
State of Oregon.


6.             REPRESENTATIONS OF THE PURCHASER.


6.1.         Purchase for Investment.


You represent that you are purchasing the Notes for
your own account or for one or more separate accounts maintained by you or for
the account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control.  You understand that the Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.


6.2.         Source of Funds.


You represent that at least one of the following
statements is an accurate representation as to each source of funds (a “Source”)
to be used by you to pay the purchase price of the Notes to be purchased by you
hereunder:


(a)           the Source is an “insurance company
general account” (as the term is defined in the United States Department of
Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the
reserves and liabilities (as defined by the annual statement for life insurance
companies approved by the National Association of Insurance Commissioners (the “NAIC
Annual Statement”)) for the general account contract(s) held by or on behalf of
any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any
other employee benefit plans maintained by the same employer (or affiliate
thereof as defined in PTE 95-60) or by the same employee organization in the
general account do not exceed 10% of the total reserves and liabilities of the
general account (exclusive of separate account liabilities) plus surplus as set
forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or


(b)           the Source is a separate account that
is maintained solely in connection with such Purchaser’s fixed contractual
obligations under which the amounts payable, or credited, to any employee
benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any



 10
 









annuitant)) are not affected in any manner by
the investment performance of the separate account; or


(c)           the Source is either (i) an insurance
company pooled separate account, within the meaning of PTE 90-1 (issued January
29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE
91-38 (issued July 12, 1991) and, except as you have disclosed to the Company
in writing pursuant to this clause (c), no employee benefit plan or group of
plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or


(d)           the Source constitutes assets of an “investment
fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the
meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets
that are included in such investment fund, when combined with the assets of all
other employee benefit plans established or maintained by the same employer or
by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption)
of such employer or by the same employee organization and managed by such QPAM,
exceed 20% of the total client assets managed by such QPAM, the conditions of
Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
person controlling or controlled by the QPAM (applying the definition of “control”
in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
Company and (i) the identity of such QPAM and (ii) the names of all employee
benefit plans whose assets are included in such investment fund have been
disclosed to the Company in writing pursuant to this clause (d); or


(e)           the Source constitutes assets of a “plan(s)”
(within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed
by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the
INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(h)
of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or


(f)            the Source is a governmental plan;
or


(g)           the Source is one or more employee
benefit plans, or a separate account or trust fund comprised of one or more
employee benefit plans, each of which has been identified to the Company in
writing pursuant to this clause (g); or


(h)           the Source does not include assets of
any employee benefit plan, other than a plan exempt from the coverage of ERISA.



 11
 









As used in
this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate
account” shall have the respective meanings assigned to such terms in section 3
of ERISA.


7.             FINANCIAL INFORMATION.


The
Company shall deliver to each holder of Notes that is an Institutional
Investor:


(a)           Quarterly Statements — within 60 days
(or such shorter period as is 15 days greater than the period applicable to the
filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with
the SEC if required) after the end of each quarterly fiscal period in each
fiscal year of the Company (other than the last quarterly fiscal period of each
such fiscal year), copies of,


(i)            a consolidated
balance sheet of the Company and its Subsidiaries as at the end of such
quarter,


(ii)           consolidated
statements of income and changes in stockholders’ equity of the Company and its
Subsidiaries for such quarter and (in the case of the second and third
quarters) for the portion of the fiscal year ending with such quarter, and


(iii)          consolidated
statements of cash flows of the Company and its Subsidiaries for such quarter
or (in the case of the second and third quarters) for the portion of the fiscal
year ending with such quarter,


setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial Officer as
fairly presenting, in all material respects, the financial position of the
companies being reported on and their results of operations and cash flows,
subject to changes resulting from year-end adjustments, provided that delivery
within the time period specified above of copies of the Company’s Form 10-Q
prepared in compliance with the requirements therefor and filed with the SEC
shall be deemed to satisfy the requirements of this Section 7(a), provided,
further, that the Company shall be deemed to have made such delivery of such
Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and
on its home page on the worldwide web (at the date of this Agreement located
at:  http://www.cngc.com) (such
availability thereof being referred to as “Electronic Delivery”); and


(b)           Annual Statements — within 120 days
(or such shorter period as is 15 days greater than the period applicable to the
filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC, if
required) after the end of each fiscal year of the Company, copies of,


(i)            a consolidated balance sheet of the
Company and its Subsidiaries, as at the end of such year, and



 12
 









(ii)           consolidated statements of income,
changes in stockholders’ equity and cash flows of the Company and its
Subsidiaries for such year,


setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an opinion thereon of independent
public accountants of recognized national standing, which opinion shall state
that such financial statements present fairly, in all material respects, the
financial position of the companies being reported upon and their results of
operations and cash flows and have been prepared in conformity with GAAP, and
that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for such opinion in
the circumstances; provided that the delivery within the time period specified
above of the Company’s Form 10-K for such fiscal year (together with the
Company’s annual report to shareholders, if any, prepared pursuant to Rule
14a-3 under the Exchange Act) prepared in accordance with the requirements
therefor and filed with the SEC shall be deemed to satisfy the requirements of
this Section 7(b), provided, further, that the Company shall be deemed to have
made such delivery of such Form 10-K if it shall have timely made Electronic
Delivery thereof.


8.             PAYMENTS ON NOTES.


8.1.         Place of Payment.


Subject to Section 8.2, payments of principal, and
premium, if any, and interest becoming due and payable on the Notes shall be
made in accordance with the terms and provisions of the Supplemental Indenture
and the Indenture.


8.2.         Home Office Payment.


So long as you or your nominee shall be the holder of
any Note, and notwithstanding anything contained in Section 8.1 or in Sections
1106 and 1107 of the Indenture or such Note to the contrary, the Company will
pay or cause the Trustee or any Paying Agent (as defined in the Indenture) to
pay all sums becoming due on such Note for principal, premium, if any, and
interest by the method and at the address specified for such purpose below your
name in Schedule A, or by such other method or at such other address as you
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, except that following payment or prepayment in full of
any Note, you 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 held by you or your nominee you will, at your
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.  The Company will
afford the benefits of this Section 8.2 to any Institutional Investor that is
the direct or indirect transferee of any Note purchased by you under the Supplemental
Indenture and this Agreement and that has made the same agreement relating to
such Note as you have made in this Section 8.2.



 13
 









9.             EXPENSES, ETC.


9.1.         Transaction Expenses.


Whether or not the transactions contemplated hereby
are consummated, the Company will pay all costs and expenses (including
reasonable attorneys’ fees of one special counsel and, if reasonably required,
one local or other counsel) incurred by you or holders of a Note in connection
with such transactions and in connection with any amendments, waivers or
consents under or in respect of this Agreement, the Notes, the Indenture or the
Supplemental Indenture (whether or not such amendment, waiver or consent
becomes effective), including: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under this Agreement, the Notes, the Indenture or the Supplemental Indenture,
or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement or the Notes, or
by reason of being a holder of any Note, (b) the costs and expenses, including
financial advisors’ fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby and by the Indenture,
the Supplemental Indenture and the Notes, and (c) the costs and expenses
incurred in connection with the initial filing of this Agreement and all
related documents and financial information with the Securities Valuation
Office of the National Association of Insurance Commissioners; provided that
such costs and expenses under this clause (c) shall not exceed $3,000.  The Company will pay, and will save you and each
other holder of a Note harmless from, all claims in respect of any fees, costs
or expenses if any, of brokers and finders (other than those retained by, or
claiming to act on behalf of, you or holders of a Note).


9.2.         Survival.


The obligations of the Company under this
Section 9 will survive the payment or transfer of any Note, the
enforcement, amendment or waiver of any provision of this Agreement or the
Notes, and the termination of this Agreement.


10.          SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT.


All representations and warranties contained herein
shall survive the execution and delivery of this Agreement, the Notes and the
Supplemental Indenture, the purchase or transfer by you of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon
by any subsequent holder of a Note, regardless of any investigation made at any
time by or on behalf of you or any other holder of a Note.  All statements contained in any certificate
or other instrument delivered by or on behalf of the Company pursuant to this
Agreement, the Supplemental Indenture or the Indenture shall be deemed
representations and warranties of the Company under this Agreement.  Subject to the preceding sentence, this
Agreement, the Notes, the Supplemental Indenture and the Indenture embody the
entire agreement and understanding between you and the Company and supersede
all prior agreements and understandings relating to the subject matter hereof.



 14
 









11.          AMENDMENT AND WAIVER.


11.1.       Requirements.


In addition to and not in limitation of any rights of
a Holder to amend or waive any provision of the Indenture, or consent to an
amendment or waiver thereof, this Agreement may be amended, and the observance
of any term hereof may be waived (either retroactively or prospectively), with
(and only with) the written consent of the Company and the Required Holders,
except that (a) no amendment or waiver of any of the provisions of
Section 1, 2, 3, 4, 5 or 6 hereof, or any defined term (as it is used therein),
will be effective as to you unless consented to by you in writing, and (b) no
such amendment or waiver may, without the written consent of the holder of each
Note at the time outstanding affected thereby amend any of Sections 11 or 14.


11.2.       Solicitation of Holders of Notes.


(a)           Solicitation.  The Company will provide each holder of the
Notes (irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes, the Supplemental Indenture or the Indenture.  The Company will deliver executed or true and
correct copies of each amendment, waiver or consent effected pursuant to the
provisions of this Section 11 to each holder of outstanding Notes promptly
following the date on which it is executed and delivered by, or receives the
consent or approval of, the requisite holders of Notes.


(b)           Payment.  The Company will not directly or indirectly
pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any holder of
Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding that also enters into any waiver or amendment of any of the terms
and provisions hereto.  If any such
remuneration is paid to any holder of Notes that for any reason does not enter
into any waiver or amendment of any of the terms and provisions hereof, such
remuneration shall also be paid to all other non-consenting holders.


(c)           Consent in Contemplation of
Transfer.  Any consent made pursuant
to this Section 11.2 by the holder of any Note that has transferred or has
agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of
the Company and has provided or has agreed to provide such written consent as a
condition to such transfer shall be void and of no force or effect except
solely as to such holder, and any amendments effected or waivers granted or to
be effected or granted that would not have been or would not be so effected or
granted but for such consent (and the consents of all other holders of Notes
that were acquired under the same or similar conditions) shall be void and of
no force or effect except solely as to such transferring holder.



 15
 









11.3.       Binding Effect, etc.


Any amendment or waiver consented to as provided in
this Section 11 applies equally to all holders of Notes and is binding upon
them and upon each future holder of any Note and upon the Company without
regard to whether such Note has been marked to indicate such amendment or
waiver.  No such amendment or waiver will
extend to or affect any obligation, covenant, agreement, Default or Event of
Default not expressly amended or waived or impair any right consequent
thereon.  No course of dealing between
the Company and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note.  As used herein, the
term “this Agreement” or “the Agreement” and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.


11.4.       Notes held by Company, etc.


Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes
then outstanding approved or consented to any amendment, waiver or consent to
be given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.


12.          NOTICES.


All notices and communications provided for hereunder
shall be in writing and sent (a) by telecopy if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery
service (charges prepaid), or (b) by registered or certified mail with
return receipt requested (postage prepaid), or (c) by a recognized
overnight delivery service (with charges prepaid).  Any such notice must be sent:


(i)            if to you or your nominee, to you or
it at the address specified for such communications in Schedule A, or at such
other address as you or it shall have specified to the Company in writing,


(ii)           if to any other holder of any Note,
to such holder at such address as such other holder shall have specified to the
Company in writing, or


(iii)          if to the Company at its address set
forth at the beginning hereof to the attention of Treasurer, or at such other
address as the Company shall have specified to the holder of each Note in
writing.


Notices under this Section 12 will be deemed given
only when actually received, or when a bona fide attempt to make such delivery
has failed because of a failure of the recipient to accept such delivery during
normal business hours.



 16
 









13.          REPRODUCTION
OF DOCUMENTS.


This Agreement and all documents relating thereto,
including (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by you
by any photographic, photostatic, electronic, digital, or other similar process
and you may destroy any original document so reproduced.  The Company agrees and stipulates that, to
the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such
reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.  This
Section 13 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.


14.          CONFIDENTIAL INFORMATION.


For the purposes of this Section 14, “Confidential
Information” means information delivered to you with respect to the Company or
any Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement, the Supplemental Indenture or the Indenture that is
proprietary in nature and that was clearly marked or labeled or otherwise
adequately identified when received by you as being confidential information of
the Company or such Subsidiary, provided that such term does not include
information that (a) was publicly known or otherwise known to you prior to
the time of such disclosure, (b) subsequently becomes publicly known
through no act or omission by you or any Person acting on your behalf,
(c) otherwise becomes known to you other than through disclosure by the Company
or any Subsidiary, or (d) constitutes financial statements delivered to
you that are otherwise publicly available. 
You will maintain the confidentiality of such Confidential Information
in accordance with procedures adopted by you in good faith to protect confidential
information of third parties delivered to you, provided that you may deliver or
disclose Confidential Information to (i) your directors, trustees,
officers, employees, agents, attorneys and affiliates (to the extent such
disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 14, (iii) any
other holder of any Note, (iv) any Institutional Investor to which you
sell or offer to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this
Section 14), (v) any Person from which you offer to purchase any
security of the Company (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this
Section 14), (vi) any federal or state regulatory authority having
jurisdiction over you, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating
agency that requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to you, (x) in response to any subpoena or
other legal process, (y) in connection with any litigation to which you
are a party or (z) if an Event of Default has occurred and is



 17
 









continuing, to the extent you may reasonably determine
such delivery and disclosure to be necessary or appropriate in the enforcement
or for the protection of the rights and remedies under your Notes, this
Agreement, the Supplemental Indenture and the Indenture.  Notwithstanding the foregoing, in the event
any holder of a Note is compelled to disclose Confidential Information pursuant
to clauses (viii)(w) - (y) of the preceding sentence, such holder shall use its
reasonable best efforts to give the Company prompt notice of such pending
disclosure and, to the extent practicable, the opportunity to seek a protective
order or to pursue such further legal action as may be necessary to preserve
the privileged nature and confidentiality of the Confidential Information.  Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the benefits
of this Section 14 as though it were a party to this Agreement.  On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions
of this Section 14.


15.          MISCELLANEOUS.


15.1.       Successors and Assigns.


All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns (including any subsequent
holder of a Note) whether so expressed or not.


15.2.       Severability.


Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other
jurisdiction.


15.3.       Construction.


Each covenant contained herein shall be construed
(absent express provision to the contrary) as being independent of each other
covenant contained herein, so that compliance with any one covenant shall not
(absent such an express contrary provision) be deemed to excuse compliance with
any other covenant.  Where any provision
herein refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.


15.4.       Counterparts.


This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one instrument.  Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.


15.5.       Governing Law.


This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would permit the application of the laws of a jurisdiction other
than such State.



 18















If you are in agreement with the foregoing, please
sign the form of agreement on the accompanying counterpart of this Agreement
and return it to the Company, whereupon the foregoing shall become a binding
agreement between you and the Company.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  CASCADE NATURAL GAS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Stevens

  
	
   

  	
  Name: 

  	
  David W. Stevens

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
					




 S-1
 









The foregoing is agreed

to as of the date thereof.


	
  TEACHERS
  INSURANCE AND ANNUITY

  
	
  ASSOCIATION OF AMERICA

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Marina Mavrakis

  	
   

  	 

	
  Name: Marina Mavrakis

  	
   

  
	
  Title: Managing Director

  	
   

  



 



 S-2















SCHEDULE A


INFORMATION
RELATING TO PURCHASER


	
  Name of Purchaser

  	
   

  	
  Principal Amount of Notes to be Purchased

  
	
   

  	
   

  	
   

  
	
  Teachers Insurance and
  Annuity Association of America

  	
   

  	
  $40,000,000

  



 


(1)           All payments on or in respect of the
Notes shall be made in immediately available funds on the due date by
electronic funds transfer, through the Automated Clearing House System, to:


JPMorgan Chase Bank, N.A.


ABA # 021-000-021


Account Number:
900-9-000200


Account Name:  TIAA


For Further Credit to the
Account Number: G07040


Reference:  PPN: 147339 F#7/Cascade Natural Gas Corporation


Maturity Date: March 8, 2037/Interest Rate: 5.79%/P&I Breakdown













(2)           All notices with respect to payments
and prepayments of the Notes shall be sent to:


Teachers Insurance and
Annuity Association of America


730 Third Avenue


New York, New York 10017


Attention: Securities
Accounting Division


Phone: (212) 916-4109


Facsimile: (212)
916-6955


With a copy to:


JPMorgan Chase Bank, N.A.


P.O. Box 35308


Newark, New Jersey
07101


And to:


Teachers Insurance and
Annuity Association of America


730 Third Avenue


New York, New York 10017


Attention: Global Private
Markets


	
  

  	
  Telephone:

  	
  (212) 916-6298 (Elizabeth Schulz)

  
	
   

  	
   

  	
  (212) 916-4000 (General Number)

  
	
   

  	
  Email:

  	
  eschulz@tiaa-cref.org

  



 


Contemporaneous written
confirmation of any electronic funds transfer shall be sent to the above
addresses setting forth (1) the full name, private placement number, interest
rate and maturity date of the Notes, (2) allocation of payment between
principal, interest, Make-Whole Amount, other premium or any special payment
and (3) the name and address of the bank from which such electronic funds
transfer was sent.


(3)           All other notices and communications
shall be delivered or mailed to:


Teachers Insurance and
Annuity Association of America


730 Third Avenue


New York, New York 10017


Attention: Global Private
Markets


	
  

  	
  Telephone:

  	
  (212) 916-6298 (Elizabeth Schulz)

  
	
   

  	
   

  	
  (212) 916-4000 (General Number)

  
	
   

  	
  Email:

  	
  eschulz@tiaa-cref.org

  














(4)           Deliver
original Note to:


JPMorgan Chase Bank, N.A.


4 New York Plaza


Ground Floor Window


New York, New York 10004


For TIAA A/C
#G07040


(5)           Tax
ID No. 13-1624203


















SCHEDULE B


DEFINED
TERMS


As used herein, the following terms have the
respective meanings set forth below or set forth in the Section hereof
following such term:


“Affiliate” means, at any time,
and with respect to any Person, any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is Controlled by, or
is under common Control with, such first Person.  As used in this definition, “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate”
is a reference to an Affiliate of the Company.


“Anti-Terrorism Order” means
Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)).


“Business Day” means any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed.


“Capital Lease”
means a lease with respect to which the lessee is required concurrently to
recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.


“Closing” is defined in Section
3.


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.


“Company” means Cascade Natural
Gas Corporation, a Washington corporation.


“Confidential Information” is
defined in Section 14.


“Debt” with respect to any
Person means, at any time, without duplication,


(a)           its liabilities for borrowed money;


(b)           its liabilities for the deferred
purchase price of property acquired by such Person (excluding accounts payable
and other accrued liabilities arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or
other title retention agreement with respect to any such property);


(c)           all liabilities appearing on its
balance sheet in accordance with GAAP in respect of Capital Leases;



 1
 









(d)           all liabilities for borrowed money
secured by any Lien with respect to any property owned by such Person (whether
or not it has assumed or otherwise become liable for such liabilities), provided that, if recourse for such
liabilities is limited solely to the property secured by such Lien, then the
amount of such liabilities shall not exceed the fair market value of such
property;


(e)           all its liabilities in respect of
letters of credit or instruments serving a similar function issued or accepted
for its account by banks and other financial institutions (whether or not
representing obligations for borrowed money) excluding undrawn amounts under
any letters of credit for the account of such Person securing such Person’s
obligations in connection with workers’ compensation, unemployment insurance
and other types of social security or retirement benefits; and


(f)            any
Guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (e) hereof.


“Default” means an event or
condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default.


“Disclosure Documents” is
defined in Section 5.3.


“Electronic Delivery” is defined
in Section 7(a).


“Environmental Laws”
means any federal, state, local or foreign statute, law, regulation, order,
decree, permit, authorization, common law or agency requirement relating to the
protection of the environment or the release of any materials into the
environment.


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in effect.


“ERISA Affiliate” means any
trade or business (whether or not incorporated) that is treated as a single
employer together with the Company under section 414 of the Code.


“Event of Default” shall have
the meaning set forth in the Indenture.


“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time in effect.


“GAAP” means generally accepted
accounting principles as in effect from time to time in the United States of
America.


“Governmental Authority” means


(a)           the government of


(i)            the United States of America or any
state or other political subdivision thereof, or



 2
 









(ii)           any jurisdiction in which the Company
or any Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Subsidiary, or


(b)           any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining
to, any such government.


“Guaranty” means, with respect
to any Person, any obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any indebtedness, dividend or other
obligation of any other Person in any manner, whether directly or indirectly,
including obligations incurred through an agreement, contingent or otherwise,
by such Person:


(a)           to purchase such indebtedness or
obligation or any property constituting security therefor;


(b)           to advance or supply funds (i) for
the purchase or payment of such indebtedness or obligation, or (ii) to maintain
any working capital or other balance sheet condition or any income statement
condition of any other Person or otherwise to advance or make available funds
for the purchase or payment of such indebtedness or obligation;


(c)           to lease properties or to purchase
properties or services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of any other Person to make payment
of the indebtedness or obligation; or


(d)           otherwise to assure the owner of such
indebtedness or obligation against loss in respect thereof.


In any computation of the indebtedness or other
liabilities of the obligor under any Guaranty, the indebtedness or other
obligations that are the subject of such Guaranty shall be assumed to be direct
obligations of such obligor.


“holder” shall have the meaning
set forth in the Indenture.


“Indenture” is defined in
Section 1.2.


“INHAM Exemption” is defined in
Section 6.2(e).


“Institutional Investor” means
(a) any original purchaser of a Note, (b)  any holder of more than
$2,000,000 in aggregate principal amount of the Notes at the time outstanding,
and (c) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance
company, any broker or dealer, or any other similar financial institution or
entity, regardless of legal form.


“Lien” means, with respect to
any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person



 3
 









(including in the case of stock, stockholder
agreements, voting trust agreements and all similar arrangements).


“Material” means material in
relation to the business, operations, affairs, financial condition, assets or
properties of the Company and its Subsidiaries taken as a whole.


“Material Adverse Effect” means
a material adverse effect on (a) the business, operations, affairs, financial
condition, assets or properties of the Company and its Subsidiaries taken as a
whole, or (b) the ability of the Company to perform its obligations under this
Agreement, the Supplemental Indenture, the Indenture or the Notes, or (c) the
validity or enforceability of this Agreement, the Supplemental Indenture, the
Indenture or the Notes.


“Multiemployer Plan” means any
Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA).


“NAIC Annual Statement” is
defined in Section 6.2.


“Notes” is defined in Section
1.1.


“Officer’s Certificate”
means a certificate of a Senior Financial Officer or of any other officer of
the Company whose responsibilities extend to the subject matter of such
certificate.


“Person” means an individual, partnership,
corporation, limited liability company, association, trust, unincorporated
organization, or a government or agency or political subdivision thereof.


“Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) that is or, within the
preceding five years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been made or
required to be made, by the Company or any ERISA Affiliate or with respect to
which the Company or any ERISA Affiliate may have any liability.


“property” or “properties” means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.


“Purchaser” means the purchaser
listed in Schedule A.


“QPAM Exemption” is defined in
Section 6.2(d).


“Required Holders” means, at any
time, the holders of at least 51% in principal amount of the Notes at the time
outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates).


“Responsible Officer” means any
Senior Financial Officer and any other officer of the Company with
responsibility for the administration of the relevant portion of this
Agreement.



 4
 









“SEC” means the Securities and
Exchange Commission of the United States, or any successor thereto.


“Securities Act” means the
Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.


“Senior Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or
controller of the Company.


“Source” is defined in Section
6.2.


“Subsidiary” means, as to any
Person, any corporation, association or other business entity in which such
Person or one or more of its Subsidiaries owns sufficient Voting Stock to
enable it or them (as a group) ordinarily, in the absence of contingencies, to
elect a majority of the directors (or Persons performing similar functions) of
such entity, and any partnership or joint venture if more than a 50% interest
in the profits or capital thereof is owned by such Person or one or more of its
Subsidiaries (unless such partnership or joint venture can and does ordinarily
take major business actions without the prior approval of such Person or one or
more of its Subsidiaries).  Unless the
context otherwise clearly requires, any reference to a “Subsidiary” is a
reference to a Subsidiary of the Company.


“Supplemental Indenture” is
defined in Section 1.2.


“this Agreement” or “the Agreement” is defined in Section 17.3.


“Trustee” is defined in Section
1.2.


“USA Patriot Act” means Public
Law 107-56 of the United States of America, Uniting and Strengthening America
by Providing Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT)
Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time.


“Voting Stock” means the capital
stock of any class or classes of a corporation, or equivalent interests in any
other Person, having power under ordinary circumstances to vote for the
election of members of the board of directors of such corporation, or person
performing similar functions (irrespective of whether or not at the time stock
of any of the class or classes, or equivalent interests, shall have or might
have special voting power or rights by reason of the happening of any
contingency).


 



 5















SCHEDULE 5.4


SUBSIDIARIES


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of Organization

  
	
  Cascade Land Leasing Co.

  	
  Washington

  
	
  CGC Properties,
  Inc.

  	
  Washington

  
	
  CGC Resources, Inc.

  	
  Washington

  
	
  CGC Energy, Inc.

  	
  Washington

  



 













SCHEDULE 5.7


GOVERNMENTAL
AUTHORIZATIONS, ETC.


Approval of the
Oregon Public Utility Commission and compliance with the reports and conditions
set forth therein.


Notice to the
Washington Utilities and Transportation Commission.













SCHEDULE 5.14


USE OF
PROCEEDS


The proceeds of the sale
of the Notes will be used to repay, at such times and in such amounts as the
Company determines, in its discretion, for the redemption of the Company’s
7.50% Notes due November 15, 2031 and for general corporate purposes













SCHEDULE 5.15


EXISTING
DEBT, LIENS, INDENTURE AMENDMENTS AND SUPPLEMENTS


(a)           None


(b)           None


(c)           First Supplemental
Indenture, dated as of October 25, 1993, between Cascade Natural


Gas Corporation
and The Bank of New York, as Trustee.


Second Supplemental Indenture,
dated as of January 25, 2005, between Cascade Natural


Gas Corporation
and The Bank of New York, as Trustee.


 


















EXHIBIT
1.2


FORM OF
THIRD SUPPLEMENTAL INDENTURE


 






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.



 1
 









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



 2
 









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)



 3
 









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



 4
 









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.



 5
 









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.



 6
 









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

  	
   

  
	
   

  	
   

  	
   

  	
  David W. Stevens,

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
												



 



 7
 









EXHIBIT A


	
  NO. R-

  	
  Date

  
	
  $

  	
  PPN: 147339 F#7

  



 


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

  	
   

  	
   

  	
   

  
						




 8
 









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

  
					



 



 9
 









(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.



 10
 









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.



 11
 









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.

  



 



 12















EXHIBIT 4.4(a)


FORM OF
OPINION OF COUNSEL

FOR THE COMPANY


The opinion of Kirkpatrick & Lockhart Preston
Gates Ellis LLP, special counsel for the Company, shall be to the effect that:


1.             The
Company is a corporation validly existing under the laws of the State of
Washington.  The Company has the
corporate power to own its properties and conduct its business as described in
the Fact Certificate and to execute, deliver, and perform its obligations under
the Agreement, the Notes, the Supplemental Indenture and the Indenture.


2.             The
Company has taken all corporate action necessary to authorize the execution,
delivery and performance of the Agreement. 
The Company has duly executed and delivered the Agreement.  The Agreement is a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
fraudulent transfer, moratorium or similar laws of general application relating
to or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.


3.             The
Company has taken all corporate action necessary to authorize the execution,
delivery and performance of the Supplemental Indenture and the Indenture.  The Company has duly executed and delivered
the Supplemental Indenture and the Indenture and, assuming due authorization,
execution and delivery by the Trustee, the Supplemental Indenture and the
Indenture are the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, fraudulent transfer,
moratorium or similar laws of general application relating to or affecting the
enforcement of the rights of creditors or by equitable principles, regardless
of whether enforcement is sought in a proceeding in equity or at law.


4.             The
Company has taken all corporate action necessary to authorize the execution,
delivery and performance of the Notes. 
The Notes have been duly executed and delivered by the Company and when
duly authenticated and delivered by the Trustee in accordance with the
provisions of the Indenture and delivered to and paid for by the Purchaser in
accordance with the terms of the Agreement, will be the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture,
except to the extent that enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent
transfer, moratorium or similar laws of general application relating to or
affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.


5.             The
execution, delivery and performance of the Agreement by the Company, the
execution, delivery, issuance and sale of the Notes by the Company pursuant to
the Agreement,



 1
 









the
Supplemental Indenture and the Indenture, and the compliance by the Company
with the provisions of the Supplemental Indenture, the Indenture, the Notes and
the Agreement do not (i) violate the provisions of the Company’s Articles
of Incorporation or By-Laws; (ii) violate or require a consent or authorization
under any federal, Washington or Oregon statute, rule or regulation applicable
to the Company and of the sort customarily applicable to transactions such as
the issuance of the Notes; or (iii) breach of or constitute a default under any
of the agreements or instruments listed as exhibits to the Disclosure
Documents.


6.             Based
upon the representations set forth in the Agreement, the offering, sale and
delivery of the Notes as contemplated by the Agreement do not require
registration under the Securities Act of 1933, as amended, nor the qualification
of the Indenture under the Trust Indenture Act of 1939, as amended.


7.             Neither
the offer or sale of the Notes nor the use of proceeds thereof as contemplated
by the Agreement violate Regulations T, U or X of the Board of Governors of the
Federal Reserve System.


8.             The
Company is not, and immediately after giving effect to the sale of the Notes in
accordance with the Agreement will not be, an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended.


9.             On
February 14, 2007, the Public Utility Commission  of
Oregon (the “Commission”) entered an order (the “Order”), which has become
final, authorizing the issue and sale of the Notes by the Company upon the
terms and conditions consistent with the Commission’s Order.  Our opinion in paragraph 5(ii) that
execution, delivery and performance of the Agreement by the Company, the
execution, delivery, issuance and sale of the Notes by the Company pursuant to
the Agreement, the Supplemental Indenture and the Indenture, and the compliance
by the Company with the provisions of the Supplemental Indenture, the
Indenture, the Notes and the Agreement do not violate or require a consent or
authorization under any Oregon statute, rule or regulation applicable to the
Company and of the sort customarily applicable to transactions such as the
issuance of the Notes is subject to the Company’s compliance with the terms and
conditions in Appendix A to the Order.


The opinion of
special counsel to the Company shall state that it may be relied upon as to
matters of Washington law by Foley & Lardner LLP (including the matters
covered by paragraphs 1 through 4, other than as to enforceability) and the
successors and assigns of the Purchaser and be provided to governmental
authorities (including the National Association of Insurance Commissioners).



 2















EXHIBIT
4.4(b)


FORM OF
OPINION OF SPECIAL COUNSEL

TO THE PURCHASER


The opinion of Foley & Lardner LLP, special
counsel to the Purchaser, shall be to the effect that:


1.             The Agreement, the Notes, the Supplemental Indenture and
the Indenture constitute the legal, valid and binding agreements of the
Company, enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or
similar laws of general application relating to or affecting the enforcement of
the rights of creditors or by equitable principles, regardless of whether
enforcement is sought in a proceeding in equity or at law.


2.             Based upon the representations set forth in the
Agreement, the offering, sale and delivery of the Notes do not require the
registration of the Notes under the Securities Act of 1933, as amended, nor the
qualification of the Indenture under the Trust Indenture Act of 1939, as amended.


Foley & Lardner LLP may rely, as to matters of
Washington law, on the opinion of Kirkpatrick & Lockhart Preston Gates
Ellis LLP, special counsel for the Company, provided that it shall state that
such opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP is
satisfactory in form and scope to it, and that, in its opinion, it and the
Purchaser are justified in relying thereon. 
Such opinion shall cover such other matters relating to the sale of the
Notes as the Purchaser may reasonably request.