Exhibit 4.1


 


 










 


CASCADE
NATURAL GAS CORPORATION


 


TO


 


THE
BANK OF NEW YORK, as Trustee


 










 


 


 


 










 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated
as of January 25, 2005


 










 


Supplemental
to Indenture Dated as of August 1, 1992


 


 





















 


SECOND SUPPLEMENTAL
INDENTURE, dated as of January 25, 2005, 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, a New York banking corporation, as Trustee (herein called the “Trustee”),
having its principal corporate trust office at 101 Barclay Street, New
York, New York 10286.


 


RECITALS OF THE COMPANY


 


The
Company and the 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 Trustee have also entered into a First Supplemental
Indenture dated as of October 25, 1993, which by its terms is 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 Second Supplemental Indenture to establish a
series of insured quarterly notes as hereinafter provided.


 


The
Company represents that all conditions and requirements necessary to make this
Second 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 Second Supplemental Indenture, it is mutually covenanted and
agreed as follows:


 


SECTION 1.                            DEFINED TERMS


 


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


 


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SECTION 2.                            5.25% INSURED QUARTERLY NOTES DUE FEBRUARY 1, 2035


 


In accordance with Section 301
of the Indenture, the Company does hereby establish 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 securities of such series shall be “5.25% Insured Quarterly Notes
Due February 1, 2035” (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
initial aggregate principal amount of Notes to be authenticated and delivered
under the Indenture shall be $30,000,000 (additional Notes, without limitation
as to amount, and without the consent of the Holders of the then outstanding
Notes, may also be authenticated and delivered in the manner provided in the
Indenture);


 


(3)                                  except
as otherwise provided in the form of Note attached hereto with respect to
payment at the Stated Maturity Date (as hereinafter defined) or any redemption
thereof, 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 (as hereinafter defined) for such interest; any such interest that is not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the Notes are 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 the Holders of the Notes not less
than ten (10) nor more than fifteen (15) days prior to such Special Record
Date, or be paid in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in the Indenture;


 


(4)                                  the
principal of the Notes shall be due and payable on February 1, 2035 (the “Stated
Maturity Date”), unless redeemed or otherwise repaid prior to the Stated
Maturity Date as provided herein;


 


(5)                                  the
Notes shall bear interest at a fixed rate of 5.25% per year; interest shall
accrue on any Note from January 25, 2005 or the most recent date to which
interest has been paid or duly provided for, or, if the authentication date of
any Note is after any Regular Record Date but before the next succeeding
Interest Payment Date, from the next succeeding Interest Payment Date; the
Interest Payment Dates for the Notes shall be February 1, May 1, August 1
and November 1 of each year, with an initial Interest Payment Date of
May 1, 2005; and the Regular Record Date shall be the fifteenth calendar
day of the month immediately preceding the month in which the applicable
Interest Payment Date falls; and interest shall be calculated on the basis of a
360-day year of twelve 30-day months;


 


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(6)                                  the
corporate trust office of 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,
at which Notes may be surrendered for registration of transfer and exchange,
and at which notices and demands to or upon the Company with respect to the
Notes and the Indenture may be served;


 


(7)                                  the
Notes shall be redeemable in whole or in part, without premium, from time to
time, on or after February 1, 2010 upon not less than 30 nor more than 60
days prior written notice, at the option of the Company, at a redemption price
equal to 100% of the principal amount being redeemed plus any unpaid accrued
interest to the Redemption Date; in the event of redemption of the Notes in
part only, a new Note or Notes for the unredeemed portion will be issued in the
name or names of the Holders thereof upon the surrender thereof;


 


(8)                                  the
Notes shall be issued in global form and the depository for Notes issued in
global form shall be The Depository Trust Company (the “Depository”);
beneficial interests in Notes issued in global form may not be exchanged, in
whole or in part, for the individual securities represented thereby, except
that (a) if the Depository is at any time unwilling or unable to continue
as depository and a successor depository is not appointed within 90 days,
(b) if the Company at any time and in its sole discretion determines not
to have the Notes represented by one or more global notes, or (c) if there
shall have occurred an Event of Default with respect to the Notes, the Company
will issue individual certificate notes in exchange for the global notes;
owners of beneficial interests in such global notes will not be considered the
Holders thereof for any purpose under the Indenture, and no global note
representing a Note shall be exchangeable, except for another global note of
like denomination and tenor to be registered in the name of the Depository or
its nominee or to a successor depository or its nominee; the rights of Holders
of such global notes shall be exercised only through the Depository;


 


(9)                                  the
Company shall be obligated to redeem all or part of the Notes upon the request
of the representative of a deceased beneficial owner of Notes as and to the
extent provided therein;


 


(10)                            the
Notes issued shall be issued in denominations of $1,000 or any amount in excess
thereof that is an integral multiple of $1,000;


 


(11)                            not
applicable;


 


(12)                            see
Section 4 hereof; and


 


(13)                            the
Opinion of Counsel referred to in clause (z) of Section 401 of the
Indenture, as such Section 401 was amended by the First Supplemental
Indenture dated as of October 25, 1993 between the Company and the
Trustee, shall be based upon a change in federal income tax law after the date
of issuance of the Notes or a ruling of the Internal Revenue Service and, in
addition to what is required by such Section 401, shall be to the effect
that the Holders of the Notes will be subject to federal income tax on


 


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the same amounts, in the
same manner and at the same times as would have been the case but for the
discharge.


 


SECTION 3.                            INSURANCE
PROVISIONS


 


The Company will enter
into a Reimbursement and Indemnity Agreement, dated as of January 25,
2005, with MBIA Insurance Corporation (“MBIA”) (as the same may be amended, the
“Reimbursement and Indemnity Agreement”) related to the Notes, whereby MBIA
will issue its financial guaranty insurance policy (the “Policy”) to insure the
regularly scheduled payments of principal of and interest on the Notes and the
full and complete payment of the redemption price upon a mandatory redemption
of the Notes at the option of the representative of a deceased beneficial owner
of the Notes.  In this regard,


 


A.                                   In
the event that the Company does not intend or will be unable to make any
payment on the Notes when due, the Company is required to provide written
notice thereof to MBIA or its designee three days prior to the date such Note
payment is due.


 


B.                                     If,
as of the opening of business on any date on which a payment on the Notes is
due, the Trustee has not received payments from the Company pursuant to the
Indenture in amounts sufficient to pay all principal and interest coming due on
the Notes, the Trustee shall immediately notify MBIA or its designee by
telephone or telecopy, confirmed in writing by registered or certified mail, of
the amount of the deficiency.


 


C.                                     If
the deficiency is made up in whole or in part prior to or on the payment date,
the Trustee shall so notify MBIA or its designee.


 


D.                                    In
addition, if the Trustee has notice that any Holder of a Note has been required
to disgorge payments of principal or interest on the Notes to a trustee in
bankruptcy or creditors or others pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to
such Holder within the meaning of any applicable bankruptcy laws, then the Trustee
shall notify MBIA or its designee of such fact by telephone or telegraphic
notice, confirmed in writing by registered or certified mail.


 


E.                                      The
Trustee is hereby irrevocably designated, appointed, directed and authorized to
act as attorney-in-fact for Holders of the Notes as follows:


 


1.                                       If
and to the extent there is a deficiency in amounts required to pay interest on
the Notes, the Trustee shall (a) execute and deliver to U.S. Bank Trust
National Association, or its successors under the Policy (the “Insurance Paying
Agent”), in form satisfactory to the Insurance Paying Agent, an instrument
appointing MBIA as agent for such Holders in any legal proceeding related to
the payment of such interest and an assignment to MBIA of the claims for
interest to which such deficiency relates and which are paid by MBIA,
(b) receive as designee of the respective Holders (and not as Trustee) in
accordance with the tenor of the Policy


 


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payment from the
Insurance Paying Agent with respect to the claims for interest so assigned, and
(c) disburse the same to such respective Holders; and


 


2.                                       If
and to the extent of a deficiency in amounts required to pay principal of the
Notes, the Trustee shall (a) execute and deliver to the Insurance Paying
Agent in form satisfactory to the Insurance Paying Agent an instrument
appointing MBIA as agent for such Holder in any legal proceeding relating to
the payment of such principal and an assignment to MBIA of any of the Notes
surrendered to the Insurance Paying Agent of so much of the principal amount
thereof as has not previously been paid or for which moneys are not held by the
Trustee and available for such payment (but such assignment shall be delivered
only if payment from the Insurance Paying Agent is received), (b) receive
as designee of the respective Holders (and not as Trustee) in accordance with
the tenor of the Policy payment therefor from the Insurance Paying Agent, and
(c) disburse the same to such Holders.


 


F.                                      Payments
with respect to claims for interest on and principal of Notes disbursed by the
Trustee from proceeds of the Policy shall not be considered to discharge the
obligation of the Company with respect to such Notes, and MBIA shall become the
owner of such unpaid Note and claims for the interest in accordance with the
tenor of the assignment made to it under the provisions of this subsection or
otherwise.


 


G.                                     Irrespective
of whether any such assignment is executed and delivered, the Company and the
Trustee hereby agree for the benefit of MBIA that:


 


1.                                       They
recognize that to the extent MBIA makes payments, directly or indirectly (as by
paying through the Trustee), on account of principal of or interest on the
Notes, MBIA will be subrogated to the rights of such Holders to receive the
amount of such principal and interest from the Company, with interest thereon
as provided and solely from the sources stated in the Indenture and the Notes;
and


 


2.                                       They
will accordingly pay to MBIA the amount of such principal and interest (including
principal and interest recovered under subparagraph (ii) of the first
paragraph of the Policy, which principal and interest shall be deemed past due
and not to have been paid), with interest thereon as provided in the Indenture,
this Second Supplemental Indenture, and the Note, but only from the sources and
in the manner provided herein for the payment of principal of and interest on
the Notes to Holders, and will otherwise treat MBIA as the owner of such rights
to the amount of such principal and interest.


 


H.                                    In
connection with the issuance of additional Notes, the Company shall deliver to
MBIA a copy of the disclosure document, if any, circulated with respect to such
additional Notes.


 


I.                                         Copies
of any amendments made to the documents executed in connection with the
issuance of the Notes which are consented to by MBIA shall be sent to Standard
& Poor’s Corporation.


 


J.                                        MBIA
shall receive notice of the resignation or removal of the


 


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Trustee and shall provide
consent to the appointment of a successor thereto.


 


K.                                    MBIA
shall receive copies of all notices required to be delivered to Holders of
Notes or to the Trustee pursuant to the Indenture and, on an annual basis,
copies of the Company’s audited financial statements.  All notices required to be given to MBIA
under the Indenture shall be in writing and shall be sent by registered or
certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk,
New York 10504 Attention:  Surveillance.


 


L.                                      The
Company shall not enter into any agreement nor shall it consent to or
participate in any arrangement pursuant to which Notes are tendered or
purchased for any purpose other than the redemption and cancellation or legal
defeasance of such Notes without the prior written consent of MBIA.


 


M.                                 Notwithstanding
any other provision of the Indenture, so long as MBIA is not in default under
the Policy, MBIA shall be entitled to control and direct the enforcement of all
rights and remedies with respect to the Notes (other than the right of the
representative of a deceased beneficial owner of Notes to request a redemption
of such Notes in accordance with the terms thereof).


 


N.                                    To
the extent that the Indenture or this Second Supplemental Indenture confers upon
or gives or grants to MBIA any right, remedy or claim under or by reason
hereof, MBIA is hereby explicitly recognized as being a third-party beneficiary
hereunder and may enforce any such right, remedy or claim conferred, given or
granted hereunder.


 


O.                                    In
addition, in any instance in which the consent of all or a certain percentage
of the Holders of the Notes is required under the Indenture, MBIA’s consent
will be required in addition to any such required holders’ consent, so long as
MBIA is not in default under the Policy.


 


SECTION 4.                            EVENTS OF DEFAULT


 


For
purposes of the Notes, an “Event of Default” as defined in paragraphs (1)-(4)
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 the Notes when due; or


 


(2)          failure
to pay the principal of or premium, if any, on any Note on the Stated Maturity
Date;


 


(3)          failure
to perform or breach of any covenant or warranty of the Company in this
Indenture for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company by the Holders
of at least 33% in aggregate principal amount of


 


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the
Notes, a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(4)          the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition by one or more Persons
other than the Company seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable Federal or
State law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or other similar official for the Company or for any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and any such decree or order for relief or any such other decree or order shall
have remained unstayed and in effect for a period of 45 consecutive days.


 


The provisions of
Sections 501(5) and (6) of the Indenture shall apply to the Notes as if fully
set forth herein without change.


 


The occurrence and
continuation of an “Event of Default” under the Reimbursement and Indemnity
Agreement shall also constitute an Event of Default with respect to the
Notes.  Upon the occurrence and
continuation of an “Event of Default” under the Reimbursement and Indemnity
Agreement, MBIA may take whatever action at law or in equity that may appear
necessary or desirable, including without limitation, giving notice to the
Trustee of the occurrence of such “Event of Default”, or legal action
(1) for the specific performance of any covenant made by the Company
pursuant to the Reimbursement and Indemnity Agreement, (2) to the extent
applicable, to collect the amounts then due and thereafter to become due under
the Reimbursement and Indemnity Agreement, or (3) to enforce performance
and observance of any obligation, agreement or covenant under the Reimbursement
and Indemnity Agreement.


 


SECTION 5.                            INCORPORATION
IN INDENTURE


 


From
and after the date hereof, all provisions of this Second Supplemental Indenture
shall be deemed to be incorporated in and made a part of the Indenture; and the
Indenture and this Second 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 Second
Supplemental Indenture and the terms of the Indenture, the terms of this Second
Supplemental Indenture shall control.


 


SECTION 6.                            GOVERNING
LAW


 


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


 


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SECTION 7.                            EFFECTIVENESS
OF AMENDMENTS AND SUPPLEMENTS


 


The
amendment and supplements to the Indenture made by this Second 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 8.                            COUNTERPARTS


 


This
Second 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 9.                            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.


 


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


 


	
   

  	
  CASCADE
  NATURAL GAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  W. Brian Matsuyama

  	
   

  
	
   

  	
   

  	
  W. Brian Matsuyama,

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Larry C. Rosok

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Larry C. Rosok

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Corporate Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Joseph A. Lloret

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  A. Lloret

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Assistant
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Dorothy Miller

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Dorothy Miller

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
														



 


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  STATE OF WASHINGTON

  	
  }

  
	
   

  	
  }

  	
  ss.

  
	
  COUNTY OF KING

  	
  }

  



 


On
this day personally appeared before me                                                     ,
to me known to be the                                 
of CASCADE NATURAL GAS CORPORATION, the Washington corporation that executed
the foregoing instrument, and acknowledged such instrument to be the free and
voluntary act and deed of such corporation, for the uses and purposes therein
mentioned, and on oath stated that he was duly authorized to execute such
instrument.


 


GIVEN
UNDER MY HAND AND OFFICIAL SEAL this                   
day of                                                   ,
2005.


 


	
   

  	
   

  
	
   

  	
  Printed Name

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC in and for the State of Washington,

  	
   

  
	
   

  	
  residing at

  	
   

  	
   

  
	
   

  	
  My Commission Expires

  	
   

  	
   

  
							



 


	
  STATE OF NEW YORK

  	
  }

  
	
   

  	
  }

  	
  ss.

  
	
  COUNTY OF NEW YORK

  	
  }

  



 


On
this day personally appeared before me                                                     ,
to me known to be the                                    
of THE BANK OF NEW YORK, the New York banking corporation that executed the
foregoing instrument, and acknowledged such instrument to be the free and
voluntary act and deed of such banking corporation, for the uses and purposes
therein mentioned, and on oath stated that [he/she] was duly authorized to
execute such instrument.


 


GIVEN
UNDER MY HAND AND OFFICIAL SEAL this                     
day of                                                          ,
2005.


 


	
   

  	
   

  
	
   

  	
  Printed Name

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC in and for the State of New York,

  	
   

  
	
   

  	
  residing at

  	
   

  	
   

  
	
   

  	
  My Commission Expires

  	
   

  	
   

  
							



 


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EXHIBIT A


 


[FORM OF 5.25% INSURED QUARTERLY NOTES DUE FEBRUARY 1, 2035]


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (THE “DEPOSITORY”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. 
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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
Note is exchanged in whole or in part for certificated Notes registered in the
names of the various beneficial holders hereof, as then certified to the
Company by the Depository or a successor depository, this Note may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor depository
or a nominee of such successor depository.


 


This instrument is a
global instrument within the meaning of the Indenture hereinafter referred to
and is registered in the name of a depository or a nominee of a
depository.  This instrument is
exchangeable for instruments registered in the name of a person other than the
depository or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this instrument (other than a transfer of this
instrument as a whole by the depository to a nominee of the depository or by a
nominee of the depository to the depository or another nominee of the
depository) may be registered except in such limited circumstances.


 


1





















 


	
  No.     

  	
  CUSIP No. 147339AJ4

  



 


CASCADE NATURAL GAS CORPORATION

5.25% Insured Quarterly Notes Due February 1, 2035


 


	
  Principal
  Amount:

  	
   

  	
  $30,000,000

  
	
   

  	
   

  	
   

  
	
  Regular Record
  Dates:

  	
   

  	
  Fifteenth
  calendar day of the month immediately preceding the month in which the
  applicable Interest Payment Date falls

  
	
   

  	
   

  	
   

  
	
  Original Issue
  Date:

  	
   

  	
  January 25,
  2005

  
	
   

  	
   

  	
   

  
	
  Stated Maturity
  Date:

  	
   

  	
  February 1,
  2035

  
	
   

  	
   

  	
   

  
	
  Interest Payment
  Dates:

  	
   

  	
  Quarterly in
  arrears on February 1, May 1, August 1 and November 1 of each
  year, beginning May 1, 2005

  
	
   

  	
   

  	
   

  
	
  Interest Rate:

  	
   

  	
  5.25% per annum

  
	
   

  	
   

  	
   

  
	
  Authorized
  Denominations:

  	
   

  	
  $1,000 or any
  integral multiple thereof

  
	
   

  	
   

  	
   

  
	
  Initial
  Redemption Date:

  	
   

  	
  February 1,
  2010 (except with respect to redemption at the request of the representative
  of a deceased beneficial owners of Notes as and to the extent set forth
  herein)

  



 


Cascade Natural Gas Corporation,
a corporation duly organized and existing under the laws of the State of
Washington (herein called the “Company”, which term includes any successor
corporation under the Indenture referred to hereinafter), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Thirty Million Dollars ($30,000,000) on the Stated Maturity Date
specified above, and to pay interest thereon from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly in arrears on February 1,
May 1, August 1 and November 1 of each year, commencing
May 1, 2005, at the Interest Rate per annum specified above until the
principal hereof is paid or made available for payment and on any overdue
principal and on any overdue installment of interest.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date (other than an Interest
Payment Date that is the Stated Maturity Date or on a Redemption Date or upon
acceleration) shall, as


 


2





















 


provided in such
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest as specified
above next preceding such Interest Payment Date, provided that any interest
payable at the Stated Maturity Date or on any Redemption Date will be paid to
the Person to whom principal is payable. 
Except as otherwise provided in the Indenture, any such interest not so
punctually 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 Note 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 Notes of this series not less than
ten (10) nor more than fifteen (15) 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 Notes for this series may
be listed, and upon such notice as may be required by such exchange, all as
more fully provided in such Indenture.


 


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 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.


 


Payment of the principal of, and interest on, this
Note at the Stated Maturity Date or earlier redemption shall be paid by wire
transfer in immediately available funds (except that payment on certificated
notes shall be paid by check except in certain circumstances) upon surrender of
the Notes at the Corporate Trust Office of the Trustee or at such other office
or agency as may be designated for such purpose by the Company from time to
time.  Payment of interest on this Note
shall be paid by wire transfer in immediately available funds (except that
payment on certificated notes shall be paid by check except in certain
circumstances) to the Person entitled thereto as indicated in the Instrument
Register.  Payment of the principal of
and interest on this Note, 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.


 


3





















 


STATEMENT OF INSURANCE


 


MBIA Insurance Corporation (the “Insurer”) has issued
a policy containing the following provisions, such policy being on file at The
Bank of New York in New York, New York.


 


The Insurer, in consideration of the payment of the
premium and subject to the terms of the policy, hereby unconditionally and
irrevocably guarantees to any owner, as hereinafter defined, of the following
described obligations, the full and complete payment required to be made by or
on behalf of the Issuer to the Bank of New York or its successor (the “Paying
Agent”) of an amount equal to (i) the principal of (either at the stated
maturity or by any advancement of maturity pursuant to a mandatory sinking fund
payment) and interest on, the Obligations (as that term is defined below) as
such payments shall become due but shall not be so paid (except that in the
event of any acceleration of the due date of such principal by reason of
mandatory or optional redemption or acceleration resulting from default or
otherwise, other than any advancement of maturity pursuant to a mandatory
sinking fund payment, the payments guaranteed hereby shall be made in such
amounts and at such times as such payments of principal would have been due had
there not been any such acceleration, unless the Insurer elects in its sole
discretion, to pay in whole or in part any principal due by reason of such
acceleration);  and (ii) the
reimbursement of any such payment which is subsequently recovered from any
owner pursuant to a final judgment by a court of competent jurisdiction that
such payment constitutes an avoidable preference to such owner within the
meaning of any applicable bankruptcy law. 
The amounts referred to in clauses (i) and (ii) of the preceding
sentence shall be referred to herein collectively as the “Insured Amounts.”  “Obligations” shall mean:


 


$30,000,000


 


Cascade Natural Gas Corporation


 


5.25% Insured Quarterly Notes Due February 1,
2035


 


Upon receipt of telephonic or telegraphic notice, such
notice subsequently confirmed in writing by registered or certified mail, or
upon receipt of written notice by registered or certified mail, by the Insurer
from the Paying Agent or any owner of an Obligation the payment of an Insured
Amount for which is then due, that such required payment has not been made, the
Insurer on the due date of such payment or within one business day after
receipt of notice of such nonpayment, whichever is later, will make a deposit
of funds, in an account with U.S. Bank Trust National Association, in New York,
New York, or its successor, sufficient for the payment of any such Insured
Amounts which are then due.  Upon
presentment and surrender of such Obligations or presentment of such other
proof of ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured Amounts due
on the Obligations as are paid by the Insurer, and appropriate instruments to
effect the appointment of the Insurer as agent for such owners of the
Obligations in any legal proceeding related to payment of Insured Amounts on
the Obligations, such instruments being in a form satisfactory to U.S. Bank
Trust National Association, U.S. Bank Trust


 


4





















 


National Association
shall disburse to such owners, or the Paying Agent payment of the Insured
Amounts due on such Obligations, less any amount held by the Paying Agent for
the payment of such Insured Amounts and legally available therefor.  The policy does not insure against loss of
any prepayment premium which may at any time be payable with respect to any
Obligation.


 


As used herein, the term “owner” shall mean the
registered owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer, or any designee of the Issuer for such purpose.  The term owner shall not include the Issuer
or any party whose agreement with the Issuer constitutes the underlying
security for the Obligations.


 


Any service of process on the Insurer may be made to
the Insurer at its offices located at 113 King Street, Armonk, New York 10504
and such service of process shall be valid and binding.


 


The policy is non-cancellable for any reason.  The premium on the policy is not refundable
for any reason including the payment prior to maturity of the Obligations.


 


5





















 


E N D O R S E M E N T


 


Attached to Policy
No. [   ] (the “Policy”) issued by MBIA Insurance Corporation
(the “Insurer”), to the Paying Agent, as defined in the Policy issued with
respect to the Obligations.


 


It is further understood
that the Policy shall guarantee to the owner or holder, as defined in the
Policy, the full and complete payments required to be made by or on behalf of
the Issuer if there occurs pursuant to the terms of the Obligations any
payments in connection with the mandatory redemption of the Obligations at the
option of representatives of deceased beneficial owners of the Obligations
pursuant to Section 2 of the Second Supplemental Indenture, dated January 25,
2005, including any principal, interest or premium payments payable thereon, if
any, as and when thereby required.


 


The endorsement forms a
part of the Policy to which it is attached, effective on the inception date of
the Policy.


 


6





















 


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.


 


Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature of an authorized officer, this
Note 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.


 


 


	
   

  	
  CASCADE
  NATURAL GAS

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  W.
  Brian Matsuyama,

  	
   

  
	
   

  	
   

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
   

  	
   

  



 


7





















 


CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE
  BANK OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  	
  as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 


8





















 


APPENDIX A – FORM OF
REDEMPTION REQUEST


 


CASCADE NATURAL GAS
CORPORATION


 


5.25% Insured Quarterly
Notes Due February 1, 2035

(the “Notes”)


 


CUSIP NO. 147339AJ4


 


The
undersigned,
                         
(the “Participant”), does hereby certify, pursuant to the provisions of that
certain Indenture of Trust dated as of August 1, 1992 (as supplemented,
the “Indenture”) made by Cascade Natural Gas Corporation (the “Company”) and
The Bank of New York, as Trustee (the “Trustee”), to The Depository Trust
Company (the “Depositary”), the Company and the Trustee that:


 


1.                                       [Name
of deceased Beneficial Owner] is deceased.


 


2.                                       [Name
of deceased Beneficial Owner] had a
$                     
interest in the above-referenced Notes.


 


3.                                       [Name
of Representative] is [Beneficial Owner’s personal representative/other person
authorized to represent the estate of the Beneficial Owner/surviving joint
tenant/surviving tenant by the entirety/trustee of a trust] of [Name of
deceased Beneficial Owner] and has delivered to the undersigned a request for
redemption in form satisfactory to the undersigned, requesting that
$                     
principal amount of the Notes be redeemed pursuant to the Indenture.  The documents accompanying such request, all
of which are in proper form, are in all respects satisfactory to the
undersigned and the [Name of Representative] is entitled to have the Notes to
which this Request relates redeemed.


 


4.                                       The
Participant holds the interest in the Notes with respect to which this Request
for Redemption is being made on behalf of [Name of deceased Beneficial Owner].


 


5.                                       The
Participant hereby certifies that it will indemnify and hold harmless the
Depositary, the Trustee and the Company (including their respective officers,
directors, agents, attorneys and employees) against all damages, loss, cost,
expense (including reasonable attorneys’ and accountants’ fees), obligations,
claims or liability (collectively, the “Damages”) incurred by the indemnified
party or parties as a result of or in connection with the redemption of Notes
to which this Request relates.  The
Participant will, at the request of the Company, forward to the Company, a copy
of the documents submitted by [Name of Representative] in support of the
request for redemption.


 


9





















 


IN
WITNESS WHEREOF, the undersigned has executed this Redemption
Request as of
                     ,
        .


 


	
   

  	
  [PARTICIPANT NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


10





















 


(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, 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 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 5.25% Insured Quarterly Notes Due February 1, 2035 in
the aggregate principal amount of $30,000,000. 
Capitalized terms used but not defined herein shall have the meanings
set forth in the Indenture.


 


The Company shall have
the right, subject to the terms and conditions of the Indenture, to redeem this
Note at any time on or after February 1, 2010 at the option of the
Company, without premium or penalty, in whole or in part, from time to time, at
a Redemption Price equal to 100% of the principal amount being redeemed plus
unpaid accrued interest to the Redemption Date.


 


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.  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.


 


Unless the Notes have
been declared due and payable prior to their maturity by reason of an Event of
Default, the Representative (as hereinafter defined) of a deceased Beneficial
Owner (as hereinafter defined) has the right to request redemption prior to
stated maturity of all or part of his or her interest in the Notes, and the
Company will redeem the same subject to the limitations that the Company will
not be obligated to redeem, during the period from the date of this offering
through and including February 1, 2006 (the “Initial Period”), and during
any twelve-month period which ends on and includes each February 1
thereafter (each such twelve-month period being hereinafter referred to as a “Subsequent
Period”), (i) on behalf of a deceased Beneficial Owner any interest in the
Notes which exceeds $25,000 principal amount (the “Individual Limitation”) or
(ii) interests in the Notes exceeding $600,000 in aggregate principal
amount (the “Annual Limitation”).  A
request for redemption may be initiated by the Representative of a deceased
Beneficial Owner at any time and in any principal amount.


 


The Company may, at its
option, redeem interests of any deceased Beneficial Owner in the Notes in the
Initial Period or any Subsequent Period in excess of the


 


11





















 


Individual Limitation.  Any such redemption, to the extent that it
exceeds the Individual Limitation for any deceased Beneficial Owner, shall not
be included in the computation of the Annual Limitation for such Initial Period
or such Subsequent Period, as the case may be, or for any succeeding Subsequent
Period.  The Company may, at its option,
redeem interests of deceased Beneficial Owners in the Notes, in the Initial
Period or any Subsequent Period, in an aggregate principal amount exceeding the
Annual Limitation.  Any such redemption,
to the extent it exceeds the Annual Limitation, shall not reduce the Annual
Limitation for any Subsequent Period.  On
any determination by the Company to redeem Notes in excess of the Individual
Limitation or the Annual Limitation, Notes so redeemed shall be redeemed in the
order of the receipt of Redemption Requests (as hereinafter defined) by the
Trustee.


 


A request for redemption
of an interest in the Notes may be initiated by the personal representative or
other person authorized to represent the estate of the deceased Beneficial
Owner or by a surviving joint tenant(s) or tenant(s) by the entirety or the
trustee of a trust (each, a “Representative”). 
The Representative shall deliver a request to the Participant
(hereinafter defined) through whom the deceased Beneficial Owner owned such
interest, in form satisfactory to the Participant, together with evidence of
the death of the Beneficial Owner, evidence of the authority of the
Representative satisfactory to the Participant, such waivers, notices or
certificates as may be required under applicable state or federal law and such
other evidence of the right to such redemption as the Participant shall
require.  The request shall specify the
principal amount of the interest in the Notes to be redeemed.  The Participant shall thereupon deliver to
the Depository a request for redemption substantially in the form attached as
Appendix A hereto (a “Redemption Request”).  The Depository will, on receipt thereof,
forward the same to the Trustee.  The
Trustee shall maintain records with respect to Redemption Requests received by
it including date of receipt, the name of the Participant filing the Redemption
Request and the status of each such Redemption Request with respect to the
Individual Limitation and Annual Limitation. 
The Trustee will immediately file each Redemption Request it receives,
together with the information regarding the eligibility thereof with respect to
the Individual Limitation and Annual Limitation with the Company.  The Depository, the Trustee and the Company
may conclusively assume, without independent investigation, that the statements
contained in each Redemption Request are true and correct and shall have no
responsibility for reviewing any documents submitted to the Participant by the
Representative or for determining whether the applicable decedent is in fact
the Beneficial Owner of the interest in the Notes to be redeemed or is in fact
deceased and whether the Representative is duly authorized to request
redemption on behalf of the applicable Beneficial Owner.


 


Subject to the Individual
Limitation and the Annual Limitation, the Company will, after the death of any
Beneficial Owner, redeem the interest of such Beneficial Owner in the Notes on
the next Interest Payment Date occurring not less than 30 days following the
Company’s receipt of a Redemption Request from the Trustee.  If Redemption Requests exceed the aggregate
principal amount of interests in Notes required to be redeemed during the
Initial Period or during any Subsequent Period, then such excess Redemption
Requests will be applied in the order received by the Trustee to successive
Subsequent Periods, regardless of the number of Subsequent Periods required


 


12





















 


to redeem such interests.  The Company may at any time notify the
Trustee that it will redeem, on the next Interest Payment Date occurring not
less than 30 days thereafter, all or any such lesser amount of Notes for which
Redemption Requests have been received but which are not then eligible for
redemption by reason of the Individual Limitation and the Annual
Limitation.  Any Notes so redeemed shall
be redeemed in the order of receipt of Redemption Requests by the Trustee.


 


The price the Company
will pay for the Notes to be redeemed pursuant to a Redemption Request is 100%
of the principal amount thereof plus accrued but unpaid interest to the date of
payment.  Subject to arrangements with
the Depository, payment for interests in the Notes which are to be redeemed
shall be made to the Depository upon presentation of Notes to the Trustee for
redemption in the aggregate principal amount specified in the Redemption
Requests submitted to the Trustee by the Depository which are to be fulfilled
in connection with such payment.  The
principal amount of any Notes acquired or redeemed by the Company other than by
redemption at the option of any Representative of a deceased Beneficial Owner
pursuant to this Note shall not be included in the computation of either the
Individual Limitation and the Annual Limitation for the Initial Period or for
any Subsequent Period.


 


For purposes of this
Note, a “Beneficial Owner” means the Person who has the right to sell, transfer
or otherwise dispose of an interest in a Note and the right to receive the
proceeds therefrom, as well as the interest and principal payable to the holder
thereof.  In general, a determination of
beneficial ownership in the Notes will be subject to the rules, regulations and
procedures governing the Depository and institutions that have accounts with
the Depository or a nominee thereof (“Participants”).


 


For purposes of this
Note, an interest in a Note held in tenancy by the entirety, joint tenancy or
by tenants in common will be deemed to be held by a single Beneficial Owner and
the death of a tenant by the entirety, joint tenant or tenant in common will be
deemed the death of a Beneficial Owner. 
The death of a person who, during his lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of an interest in the
Notes will be deemed the death of the Beneficial Owner, regardless of the
recordation of such interest on the records of the Participant, if such rights
can be established to the satisfaction of the Participant.  Such interests shall be deemed to exist in
typical cases of nominee ownership, ownership under the Uniform Gifts to Minors
Act or the Uniform Transfers to Minors Act, community property or other similar
joint ownership arrangements, including individual retirement accounts or Keogh
[H.R. 10] plans maintained solely by or for the decedent or by or for the
decedent and any spouse, and trust and certain other arrangements where the
decedent has the right to receive all or a portion of the income and such
person has substantially all of the rights of a Beneficial Owner during such
person’s lifetime.


 


In the case of a
Redemption Request which is presented on behalf of a deceased beneficial owner
and which has not been fulfilled at the time the Company gives notice of its
election to redeem the Notes, the Notes which are the subject of such pending
Redemption Request shall be redeemed prior to any other Notes.


 


13





















 


Any Redemption Request
may be withdrawn by the person(s) presenting the same upon delivery of a
written request for such withdrawal given by the Participant on behalf of such
person to the Depository and by the Depository to the Trustee not less than 60
days prior to the Interest Payment Date on which such Notes are eligible for
redemption.


 


The Company may, at its
option, purchase any Notes for which Redemption Requests have been received in
lieu of redeeming such Notes.  Any Notes
so purchased by the Company shall either be reoffered for sale and sold within
180 days after the date of purchase or presented to the Trustee for redemption
and cancellation.


 


During such time or times
as this Note is not represented by a Global Security and is issued in
definitive form, all references in this Note to Participants and the
Depository, including the Depository’s governing rules, regulations and
procedures shall be deemed deleted, all determinations which under this Note
the Participants are required to make shall be made by the Company (including,
without limitation, determining whether the applicable decedent is in fact the
Beneficial Owner of the interest in this Note or is in fact deceased and
whether the Representative is duly authorized to request redemption on behalf
of the applicable Beneficial Owner), all Redemption Requests, to be effective,
shall be delivered by the Representative to the Trustee, with a copy to the
Company, and shall be in the form of a Redemption Request (with appropriate
changes to reflect the fact that such Redemption Request is being executed by a
Representative) and, in addition to all documents that are otherwise required
to accompany a Redemption Request, shall be accompanied by this Note.


 


If an Event of Default
with respect to the Notes of this series shall occur and be continuing, the
principal of and interest on the Notes of this series may be declared due and
payable in the manner, with the effect and subject to the conditions 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 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.


 


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
Bank of New York, New York City, New York or such other office or agency as may
be


 


14





















 


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 his 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 of this series
are issuable only in registered form, without coupons, in denominations of
$1,000, and any amount in excess thereof that is an integral multiple of
$1,000.  As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series are
exchangeable for a like tenor and aggregate principal amount of Notes of this
series, 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 of this series
during a period of 15 days immediately preceding the date notice is given
identifying the serial numbers of the Notes of this series called for
redemption or (b) issue, register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.


 


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.


 


15





















 


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.

  



 


16