ex4_2.htm


    
      

    

    
      EXHIBIT
4.2

      


      [FORM
OF OFFICERS’ CERTIFICATE

      ESTABLISHING
THE NOTES, WITH FORM OF NOTES ATTACHED]

      


      CENTRAL
HUDSON GAS & ELECTRIC CORPORATION

      


      OFFICERS'
CERTIFICATE

      


      We the undersigned [Name], [Title], and
[Name], [Title], of CENTRAL HUDSON GAS & ELECTRIC CORPORATION (the
“Company”), in accordance with Sections 201 and 301 of the Indenture, dated as
of April 1, 1992 (the “Indenture”), between the Company and U.S. Bank Trust
National Association (formerly known as First Trust of New York, National
Association), as successor trustee to Morgan Guaranty Trust Company of New York,
as Trustee (the “Trustee”), and pursuant to the Board Resolutions (this and
other capitalized terms used herein and not otherwise defined herein having the
respective meanings set forth in the Indenture) adopted at a meeting held by
consent of the Board of Directors of the Company on November 4, 2009, do hereby
establish the forms of the Securities of a series of Securities and the terms
and provisions of such Securities (the lettered clauses set forth below
corresponding to the lettered subsections of Section 301 of the Indenture) as
follows:

      


      (a)  the title of the
Securities of such series shall be “Medium-Term Notes, Series G” (the
“Notes”);

      


      (b)  the aggregate principal
amount of Notes which may be authenticated and delivered under the Indenture
shall be limited to $250 million, except as contemplated in Section 301(b) of
the Indenture;

      


      (c)  interest on the Notes
shall be payable to the Person or Persons in whose names the Notes are
registered at the close of business on the Regular Record Date for such
interest, except as otherwise expressly provided in the form of Note attached
hereto;

      


      (d)  the date or dates on
which the principal of the Notes shall be payable shall be determined at the
time of sale of the Notes, or any Tranche thereof, by the proper officers of the
Company and communicated to the Trustee by Company Order, or by the proper
officers of the Company pursuant to the Administrative Procedures (the
“Administrative Procedures”) attached as Exhibit A to the Distribution Agreement
dated _____________, 20__ by and between the Company and [Agent], [Agent] and
[Agent]; provided, however, that in no event shall a Note have a term less than
one year or more than 50 years;

      


      (e)  the Notes, or any
Tranche thereof, shall bear interest at a fixed rate as determined by the proper
officers of the Company as follows: there shall be determined by the proper
officers of the Company and communicated to the Trustee by Company Order, or by
the proper officers of the Company pursuant to the Administrative Procedures, at
the time of sale of the Notes or any Tranche thereof, the interest rate or rates
(including the interest rate on overdue principal, premium or interest, if any)
applicable to such Notes, or any Tranche thereof; interest shall accrue on any
Note from the Original Issue Date specified in such Note or, if later, the most
recent date to which interest has been paid or duly provided for; the Interest
Payment Dates for the Notes shall be May 1 and November 1, and at Maturity, and
the Regular Record Dates with respect to such Interest Payment Dates shall be
April 15 and October 15, respectively (whether or not a Business Day), provided
that interest payable at Maturity shall be payable to the Person to whom the
principal shall be paid;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      (f)  the office of U.S. Bank
Trust National Association in New York, New York, shall be the place where (1)
the principal of and premium, if any, and interest, if any, on the Notes shall
be payable, (2) the Notes, or any Tranche thereof, may be surrendered for
registration of transfer, (3) the Notes, or any Tranche thereof, may be
surrendered for exchange and (4) notices and demands to or upon the Company in
respect of the Notes, or any Tranche thereof, and the Indenture may be served;
provided, however, that the Company reserves the right to change, by one or more
Officers' Certificates supplemental to this Officers' Certificate, such place or
add one or more additional such places;

      


      (g)  the Notes, or any
Tranche thereof, shall be redeemable in whole or in part at the option of the
Company during the period or periods, at the price or prices, and upon the terms
and conditions determined at the time of sale of the Notes or any Tranche
thereof by the proper officers of the Company and communicated to the Trustee by
Company Order, or determined by the proper officers of the Company pursuant to
the Administrative Procedures;

      


      (h)  the obligation, if any,
of the Company to redeem or purchase the Notes or any Tranche thereof pursuant
to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which, and the
terms and conditions upon which, such Notes or Tranche thereof shall be redeemed
or purchased, in whole or in part, pursuant to such obligation shall be
determined at the time of sale of the Notes or Tranche thereof by the proper
officers of the Company and communicated to the Trustee by Company Order, or
determined by the proper officers of the Company pursuant to the Administrative
Procedures;

      


      (i)  the Notes, or any
Tranche thereof, shall be issued in denominations of $1,000 or any amount in
excess thereof that is an integral multiple of $1,000 or in such other
denominations as shall be determined at the time of sale of the Notes or Tranche
thereof by the proper officers of the Company and communicated to the Trustee by
Company Order, or determined by the proper officers of the Company pursuant to
the Administrative Procedures;

      


      (j)  not
applicable;

      


      (k)  not
applicable;

      


      (l)  not
applicable;

      


      (m)  not
applicable;


      
        
           


        

        
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      (n)  not
applicable;

      


      (o)  the Company reserves the
right to add, by one or more Officers' Certificates supplemental to this
Officers' Certificate:  (i) any covenants of the Company for the
benefit of the Holders of the Notes, or any Tranche thereof, in addition to
those set forth in Article Six of the Indenture and/or (ii) any Events of
Default, in addition to those specified in Section 801 of the Indenture, with
respect to all or any series of Securities Outstanding;

      


      (p)  not
applicable;

      


      (q)  not
applicable;

      


      (r)  no service charge shall
be made for the registration of transfer or exchange of Securities; provided,
however, that the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with the exchange or
transfer;

      


      (s)  the provisions of
Section 113 of the Indenture shall be applicable to each Note, without
exception; provided, however, that if the term “Business Day” as used and
defined in any Note has a meaning that is different from the term “Business Day”
as used and defined in the Indenture, the definition of “Business Day” as
defined in such Note shall control the application of said Section 113 to such
Note;

      


      (t)  (1) the proper officers
of the Company may execute, with the Trustee (acting as both the Issuing Agent
and the Paying Agent), a Letter of Representations to The Depository Trust
Company in such form as such officers and the depositary shall approve, and any
supplements or amendments thereto, necessary or desirable to make the Notes
eligible for deposit at such depositary; provided, however, that the Company
reserves the right to terminate  any such Letter of Representations by
one or more Officers' Certificates supplemental to this Officers' Certificate;
and provided, further, that the Company reserves the right to enter into similar
agreements with any other depositary with respect to the Notes by one or more
Officers' Certificates supplemental to this Officers' Certificate and (2) the
Notes shall be substantially in the form thereof attached hereto and shall have
such other terms and provisions as are set forth in such form.

      


      Each of the undersigned has read all of
the covenants and conditions contained in the Indenture and the definitions in
the Indenture relating thereto compliance with respect to which this certificate
is made;

      


      The statements contained in this
certificate are based upon the familiarity of the undersigned with the
Indenture, the documents accompanying this certificate, and upon discussions by
the undersigned with officers and employees of the Company familiar with the
matters set forth herein;


      
        
           


        

        
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      In the opinion of each of the
undersigned, he has made such examination or investigation as is necessary to
enable him to express an informed opinion whether or not such covenants and
conditions have been complied with; and

      


      In the opinion of each of the
undersigned, such conditions and covenants have been complied with.

      


      IN WITNESS WHEREOF, we have hereunto
signed our names this ___ day of _____________, 20__.

      


      
        	 
      	 
      
	 
      	
                [Name]

              
	 
      	
                [Title]

              
	 
      	 
      
	 
      	 
      
	 
      	
                [Name]

              
	 
      	
                [Title]

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      [FORM OF
LEGENDS]

      


      Unless this certificate is presented by
an authorized representative of The Depository Trust Company, a New York
corporation (the “Depositary”), to the Company or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of the Depositary (and any payment is made to Cede & Co. or
such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.

      


      Unless and until this Security is
exchanged in whole or in part for certificated securities registered in the
names of the various beneficial holders hereof as then certified to the company
by the Depositary or a successor depositary, this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary.

      


      This Security may be exchanged for
certificated securities registered in the names of the various beneficial owners
hereof only if (a) the Depositary is at any time unwilling or unable to continue
as depositary and a successor depositary is not appointed by the Company within
90 days, or (b) the Company elects to issue certificated securities to
beneficial owners (as certified to the Company by the Depositary or a successor
depositary).


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      [FORM OF
FACE OF NOTE]

      


      No. FX
_____

      Cusip
No.

      


      CENTRAL
HUDSON GAS & ELECTRIC CORPORATION

      MEDIUM-TERM
NOTE, SERIES G

      (FIXED
RATE)

      


      
        	
                Original
      Issue Date:

              	
                Redeemable:      Yes__
      No__

              
	 
      	 
      
	
                Interest
      Rate:

              	
                Initial
      Redemption Date:

              
	 
      	 
      
	
                Stated
      Maturity Date:

              	
                Redemption
      Limitation Date:

              
	 
      	 
      
	
                [Additional
      Redemption Initial Prices, if any]

              	
                Redemption
      Price:

              
	 
      	 
      
	 
      	
                Reduction
      Percentage:

              


      

      


      CENTRAL HUDSON GAS & ELECTRIC
CORPORATION, a corporation duly organized and existing under the laws of the
State of New York (herein called the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________, or registered assigns, the
principal sum of ______________ Dollars on the Stated Maturity Date specified
above, and to pay the registered owner hereof interest thereon at the Interest
Rate per annum specified above, semi-annually in arrears on May 1 and November 1
in each year and at the Stated Maturity Date (each an “Interest Payment Date”),
commencing with the Interest Payment Date next succeeding the Original Issue
Date specified above, from the Original Issue Date specified above or, if later,
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, until the principal hereof is paid or duly provided for. The
interest so payable, and paid or duly provided for, on any Interest Payment Date
shall, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business (whether or not a Business Day (as hereinafter defined)) on the April
15 or October 15 (each a “Regular Record Date”), as the case may be, next
preceding such Interest Payment Date.  Notwithstanding the foregoing,
(a) if the date of this Security (unless the date of this Security is the same
date as the Original Issue Date) is after a Regular Record Date and before the
corresponding Interest Payment Date, this Security shall bear interest from such
Interest Payment Date, and the Person in whose name this Security is registered
at the close of business on any Regular Record Date with respect to any Interest
Payment Date shall be entitled to receive the interest payable on such Interest
Payment Date, notwithstanding the cancellation of this Security, upon any
transfer or exchange hereof subsequent to such Regular Record Date and on or
prior to such Interest Payment Date; (b) if the Original Issue Date of this
Security is after a Regular Record Date and before the corresponding Interest
Payment Date, this Security shall bear interest from the Original Issue Date,
but payment of interest shall commence on the second Interest Payment Date
succeeding the Original Issue Date and shall be paid to the registered owner
hereof on the Regular Record Date immediately preceding such second Interest
Payment Date; and (c) interest payable at Maturity shall be paid to the Person
to whom principal shall be paid. Except as otherwise provided in the Indenture,
any such interest not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Payment of the principal of and
premium, if any, on this Security and interest hereon at Maturity shall be made
upon presentation hereof at the office of U.S. Bank Trust National Association,
in New York, New York, or at such other office or agency as may be designated
for such purpose by the Company from time to time. Payment of interest, if any,
on this Security (other than interest at Maturity) shall, at the option of the
Company, be made by check mailed on or prior to such Interest Payment Date to
the address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account maintained by such Person
with a bank in the United States (so long as the Trustee has received proper
wire transfer instructions in writing by the Record Date next preceding such
Interest Payment Date, which instructions shall remain in full force until
changed prior to a Record Date).  Payment of the principal of and
premium, if any, and interest, if any, on this Security, as aforesaid, shall be
made in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private
debts.

      


      This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”),
issued and issuable in one or more series under an Indenture dated as of April
1, 1992 (such Indenture as originally executed and delivered and as thereafter
supplemented or amended, together with any constituent instruments establishing
the terms of particular Securities, being herein called the “Indenture”),
between the Company and U.S.  Bank Trust National Association
(formerly known as First Trust of New York, National Association) (as successor
trustee to Morgan Guaranty Trust Company of New York), as 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 statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The acceptance of this Security shall be deemed to
constitute the consent and agreement by the Holder hereof to all of the terms
and provisions of the Indenture. This Security is one of the series designated
on the face hereof.

      


      If any Interest Payment Date, any
Redemption Date or the Stated Maturity Date shall not be a Business Day (as
hereinafter defined), payment of the amounts due on this Security on such date
may be made on the next succeeding Business Day; and, if such payment is made or
duly provided for on such Business Day, no 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.


      
        
           


        

        
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      If, as specified on the face hereof,
this Security is redeemable, this Security is subject to redemption on or after
the Initial Redemption Date specified on the face hereof, as a whole, at any
time, or in part, from time to time, at the election of the Company, at the
applicable redemption price (as described below) plus accrued interest to the
date fixed for redemption. Unless otherwise specified on the face hereof, such
applicable redemption price shall be the Initial Redemption Price specified on
the face hereof for the twelve-month period commencing on the Initial Redemption
Date and shall decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of principal amount
equal to the Reduction Percentage specified on the face hereof until such
redemption price is 100% of the principal amount of this Security to be redeemed
and, at all times thereafter, such redemption price shall be 100% of such
principal amount.

      


      Notwithstanding the foregoing, the
Company may not, prior to the Redemption Limitation Date, if any, specified on
the face hereof, redeem this Security as contemplated above as a part of, or in
anticipation of, any refunding operation (other than pursuant to any sinking
fund or other mandatory redemption, or redemption at the option of the Holder)
by the application, directly or indirectly, of moneys borrowed having an
effective interest cost to the Company (calculated in accordance with generally
accepted financial practice) less than the effective interest cost to the
Company (similarly calculated) of this Security.

      


      Notice of redemption shall be given by
mail to Holders of Securities, not less than 30 days nor more than 60 days prior
to the date fixed for redemption, all as provided in the Indenture. As provided
in the Indenture, notice of redemption at the election of the Company as
aforesaid may state that such redemption shall be conditional upon the receipt
by the Trustee of money sufficient to pay the principal of and premium, if any,
and interest, if any, on this Security on or prior to the date fixed for such
redemption; a notice of redemption so conditioned shall be of no force or effect
if such money is not so received and, in such event, the Company shall not be
required to redeem this Security.

      


      In the event of redemption of this
Security in part only, a new Security or Securities 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
Securities of this series shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with the effect
provided in the Indenture.

      


      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 aggregate principal amount
of the Securities of all series then Outstanding under the Indenture, considered
as one class; provided, however, that if there shall be Securities of more than
one series Outstanding under the Indenture and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such series, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities then Outstanding, on behalf of the Holders of
all Securities, 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
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest, if any, on this Security at the
times, place and rate, in the coin or currency, and in the manner, herein
prescribed.

      


      As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office of U.S. Bank Trust National Association,
in New York, 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 Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series of authorized
denominations and of like tenor and aggregate principal amount, will be issued
to the designated transferee or transferees.

      


      The Securities of this series are
issuable only as registered Securities, without coupons, in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series,
of any authorized denominations, as requested by the Holder surrendering the
same, and of like tenor upon surrender of the Security or Securities to be
exchanged at the office of U.S. Bank Trust National Association, in New York,
New York or such other office or agency as may be designated by the Company from
time to time.

      


      The Company shall not be required to
(a) register the transfer of or exchange Securities of this series during a
period of 15 days immediately preceding the date notice is given identifying the
serial numbers of the Securities of this series called for redemption or (b) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.


      
        
           


        

        
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      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.

      


      Prior to due presentment of this
Security 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 Security is
registered as the absolute owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

      


      The Indenture, the Securities and the
rights and obligations of the Trustee shall be governed by and construed in
accordance with the laws of the State of New York.

      


      As used herein, “Business Day” means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in the State of New York or the city in which is
located any office or agency maintained for the payment of principal of or
premium, if any, or interest on this Security, are authorized or required by
law, regulation or executive order to remain closed. All other terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

      


      As provided in the Indenture, no
recourse shall be had for the payment of the principal of or premium, if any, or
interest, if any, on any Securities, or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement under the Indenture,
against, and no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, stockholder, officer or director, as such, past, present
or future of the Company or of any predecessor or successor corporation (either
directly or through the Company or a predecessor or successor corporation),
whether by virtue of any constitutional provision, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that the Indenture and all the Securities are solely
corporate obligations and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of the Indenture and the issuance of the Securities.

      


      Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

      


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

      


      
        	 
      	
                CENTRAL
      HUDSON GAS & ELECTRIC CORPORATION

              
	 
      	 
      	 
      
	 
      	
                By

              	 
      
	 
      	 
      	
                [Name]

              
	 
      	 
      	
                [Title]

              


      


      
        
           


        

        
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      Attest:

      


      
        	
                By

              	 
      	 
      
	 
      	
                [Assistant]
      Secretary

              	 
      


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      TRUSTEE'S
CERTIFICATE OF AUTHENTICATION

      


      This is one of the Securities of the
series designated therein referred to in the within-mentioned
Indenture.

      


      
        	
                Dated:

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                U.S.BANK
      TRUST NATIONAL ASSOCIATION,

              
	 
      	 
      	 
      	
                as
      Trustee

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	 
      	
                Authorized
      Signatory

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      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 Security of CENTRAL HUDSON GAS & ELECTRIC CORPORATION and does hereby
irrevocably constitute and appoint __________________________________, Attorney,
to transfer said Security on the books of the within-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 Security in every particular without alteration or
enlargement or any change whatsoever.