LACLEDE GAS COMPANY
OFFICER'S CERTIFICATE
Establishing Medium-Term Notes
, the Treasurer of Laclede Gas Company, a Missouri
corporation (the "Company"), pursuant to the authority granted in the Board
Resolutions of the Company dated , 200 , and Sections 201
and 301 of the Indenture defined herein, does hereby certify to State Street
Bank and Trust Company (the "Trustee"), as Trustee under the Indenture of
the Company (For Unsecured Debt Securities) dated as of , 200
(the "Indenture"), that:
1. The securities of the first series to be issued under the Indenture
shall be designated "Medium-Term Notes, Series A" (the "Medium-Term
Notes of the First Series"). All capitalized terms used in this
certificate which are not defined herein shall have the meanings set
forth in the Indenture;
2. The Medium-Term Notes of the First Series shall mature, and the
principal thereof shall be due and payable together with all accrued and
unpaid interest, on such date not less than [nine months] nor more than
[forty] years from the date of issuance, as shall be specified in the
Medium-Term Notes of the First Series, a form of which is hereto
attached as Exhibit A, and communicated by the Company to the Trustee by
a written order pursuant to Company Order No. of even date
herewith;
3. The Medium-Term Notes of the First Series shall be issued in the
denominations of $ [if other than denominations of $1,000]
and any integral multiple thereof;
4. The Medium-Term Notes of the First Series shall bear interest as shall
be specified in the Medium-Term Notes of the First Series, a form of
which is hereto attached as Exhibit A, and communicated by the Company
to the Trustee by a written order pursuant to Company Order No. of
even date herewith;
5. The principal of, premium, if any, and each installment of interest on
the Medium-Term Notes of the First Series shall be payable at, and
registration and registration of transfers and exchanges in respect of
the Medium-Term Notes of the First Series may be effected at, the office
or agency of the Company in The City of New York; provided that payment
of interest may be made at the option of the Company by check mailed to
the address of the persons entitled thereto or by electronic transfer to
an account designated by the person entitled thereto. Notices and
demands to or upon the Company in respect of the Medium-Term Notes of
the First Series may be served at the office or agency of the Company in
The City of New York. The corporate trust office of the Trustee will
initially be the agency of the Company for such payment, registration
and registration of transfers and exchanges and service of notices and
demands, and the Company hereby appoints the Trustee as its agent for
all such purposes; provided, however, that the
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Company reserves the right to change, by one or more Officer's
Certificates, any such office or agency and such agent. The Trustee
will initially be the Security Registrar and the Paying Agent for the
Medium-Term Notes of the First Series;
6. The Medium-Term Notes of the First Series shall be redeemable as
provided in the Medium-Term Notes of the First Series, a form of which
is hereto attached as Exhibit A, and communicated by the Company to the
Trustee by a written order pursuant to Company Order No. of even
date herewith;
7. [Extension of interest payment provisions, if any, will be inserted
here];
8. The Medium-Term Notes of the First Series shall be initially issued in
global form registered in the name of Cede & Co. (as nominee for The
Depository Trust Company, New York, New York). The Medium-Term Notes of
the First Series in global form shall bear the depository legend in
substantially the form set forth in Exhibit A hereto, containing certain
restrictions on transfer;
9. No service charge will be made for the registration of transfer or
exchange of the Medium-Term Notes of the First Series; provided,
however, that the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
connection with the exchange or transfer;
10. If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Medium-Term Notes of the First Series,
or any portion of the principal amount thereof, as contemplated by
Section 701 of the Indenture, the Company shall not deliver an Officer's
Certificate described in clause (z) in the first paragraph of said
Section 701 unless the Company shall also deliver to the Trustee,
together with such Officer's Certificate, either:
(A) an instrument wherein the Company, notwithstanding the
satisfaction and discharge of its indebtedness in respect of the Medium-
Term Notes of the First Series, shall assume the obligation (which shall
be absolute and unconditional)to irrevocably deposit with the Trustee or
Paying Agent such additional sums of money, if any, or additional
Eligible Obligations (meeting the requirements of Section 701), if any,
or any combination thereof, at such time or times, as shall be
necessary, together with the money and/or Eligible Obligations
theretofore so deposited, to pay when due the principal of and premium,
if any, and interest, if any, due and to become due on such Medium-Term
Notes of the First Series or portions thereof, all in accordance with
and subject to the provisions of said Section 701; provided, however,
that such instrument may state that the obligation of the Company to
make additional deposits as aforesaid shall be subject to the delivery
to the Company by the Trustee of a notice asserting the deficiency
accompanied by an opinion of an independent public accountant of
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nationally recognized standing, selected by the Trustee, showing the
calculation thereof; or
(B) an Opinion of Counsel to the effect that, as a result of i)the
receipt by the Company from, or the publication by, the Internal Revenue
Service of a ruling or (ii) a change in law occurring after the date of
this certificate, the Holders of such Medium-Term Notes of the First
Series, or portions of the principal amount thereof, will not recognize
income, gain or loss for United States federal income tax purposes as a
result of the satisfaction and discharge of the Company's indebtedness
in respect thereof and will be subject to United States federal income
tax on the same amounts, at the same times and in the same manner as if
such satisfaction and discharge had not been effected;
11. The Medium-Term Notes of the First Series shall have such other terms
and provisions as are provided in the form thereof set forth in Exhibit
A hereto, and shall be issued in substantially such form;
12. The undersigned has read all of the covenants and conditions contained
in the Indenture relating to the Company's issuance of the Medium-Term
Notes of the First Series and the definitions in the Indenture relating
hereto,the compliance with which this certificate addresses;
13. 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;
14. In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenants and conditions have been
complied with; and
15. In the opinion of the undersigned, such conditions and covenants and
conditions precedent, if any (including any covenants compliance with
which constitutes a condition precedent), to the authentication and
delivery of the Medium-Term Notes of the First Series requested in the
accompanying Company Order No. have been complied with.
IN WITNESS WHEREOF, I have executed this Officer's Certificate this
day of , 200 .
Treasurer
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EXHIBIT A
[depository legend]
[Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), 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 DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
[FORM OF FACE OF MEDIUM-TERM NOTE]
LACLEDE GAS COMPANY
MEDIUM-TERM NOTE, SERIES A
NO.
ISSUE DATE: PRINCIPAL AMOUNT: CUSIP:
ORIGINAL INTEREST INTEREST RATE: MATURITY DATE:
ACCRUAL DATE:
INTEREST PAYMENT DATES:
REDEEMABLE AT OPTION OF THE COMPANY: YES __ NO __
[Redemption provisions will be inserted here].
LACLEDE GAS COMPANY, a corporation duly organized and existing under
the laws of the State of Missouri (herein referred to as the "Company,"
which term includes any successor Person under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to
or registered assigns, the principal sum of
Dollars on the Maturity Date specified above, and to pay interest
thereon at the Interest Rate specified above, [semi-annually] on the
Interest Payment Dates specified above of each year and on the Maturity Date
specified above, from the Original Interest Accrual Date specified above or
from the most recent Interest Payment Date to which interest has been paid,
commencing on the Interest Payment Date next succeeding the Original
Interest Accrual Date, until the Company's
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obligation with respect to the payment of principal shall have been
discharged; provided, however, that if the date hereof is after a record
date specified below with respect to any Interest Payment Date and prior to
such Interest Payment Date, then interest shall be payable only from such
Interest Payment Date (unless the Issue Date is after such record date and
prior to the next succeeding Interest Payment Date, in which case payment of
interest shall commence on the second Interest Payment Date succeeding the
Issue Date), unless the Company shall default in the payment of interest due
on such Interest Payment Date, in which case interest shall be payable from
the next preceding Interest Payment Date to which interest has been paid,
or, if no interest has been paid on this Security, from the Original
Interest Accrual Date. In the event that any Interest Payment Date is not a
Business Day, then payment of interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of such delay) with the same force and effect as if
made on such Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be [the th day of
the calendar month next preceding such Interest Payment Date]. [Subject to
the extension of interest payment provisions,] Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which 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 the
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in The City of New York, the State of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at
the option of the Company, interest on this Security may be paid by check
mailed to the address of the person entitled thereto, as such address shall
appear on the Security Register, or by electronic transfer to an account
designated by the person entitled thereto.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee
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referred to on the reverse hereof by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory
for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
LACLEDE GAS COMPANY
By: _______________________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
State Street Bank and Trust Company,
as Trustee
By:
[FORM OF REVERSE OF MEDIUM-TERM NOTE]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture (For Unsecured Debt Securities), dated as of
, 200 (herein, together with any amendments or supplements
thereto, called the "Indenture," which term shall have the meaning assigned
to it in such instrument), between the Company and State Street Bank and
Trust Company, as Trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), and reference is hereby made to
the Indenture, including the Board Resolutions and Officer's Certificate
filed with the Trustee on , 200 creating the series designated
on the face hereof, for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof.
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The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Company in respect of this Security, or any
portion of the principal amount thereof, upon compliance with certain
conditions set forth in the Indenture, including the Officer's Certificate
described above.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series 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
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, 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.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless (a) such Holder shall
have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, (b) the Holders of a
majority in aggregate principal amount of the Securities of all series at
the time Outstanding in respect of which an Event of Default shall have
occurred and be continuing shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee, (c) such Holder shall have offered the Trustee reasonable
indemnity, (d) the Trustee shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity, and (e) the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of all series at the
time Outstanding in respect of which an Event of Default shall have occurred
and be continuing a direction inconsistent with such request. The foregoing
shall not apply to any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or any premium or [,
subject to the extension of interest payment provisions,] interest hereon on
or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the
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Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
[Extension of interest payment provisions, if any, will be inserted
here.]
The Securities of this series are issuable only in registered form
without coupons in denominations of $ . As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this
series are transferable to a transferee or transferees, as designated by the
Holder surrendering the same for such registration of transfer, and
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor and of authorized denominations, as requested by
the Holder surrendering the same.
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 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.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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