LACLEDE GAS COMPANY
OFFICER'S CERTIFICATE
Establishing Senior 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 " % Senior Notes due " (the
"Senior 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 Senior Notes of the First Series shall mature, and the principal
thereof shall be due and payable together with all accrued and
unpaid interest thereon, on
, ;
3. The Senior 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 Senior Notes of the First Series shall bear interest as provided
in the form attached hereto as Exhibit A;
5. The principal of, premium, if any, and each installment of interest
on the Senior Notes of the First Series shall be payable at, and
registration and registration of transfers and exchanges in respect
of the Senior 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 Senior 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 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 Senior Notes of the First Series;
6. The Senior Notes of the First Series shall be redeemable as provided
in the form thereof attached hereto as Exhibit A;
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7. [Extension of interest payment provisions, if any, will be inserted
here];
8. The Senior 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 Senior Notes of the First
Series in global form shall bear the depository legend in substantially
the form attached hereto as Exhibit A, containing certain restrictions
on transfer;
9. No service charge will be made for the registration of transfer or
exchange of the Senior 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 Senior 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 Senior
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 Senior 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 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 Senior 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;
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11. The Senior 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 Senior Notes
of the First Series and the definitions in the Indenture relating
thereto, 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 Senior Notes of the First Series requested in the
accompanying Company Order 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 SENIOR NOTE]
LACLEDE GAS COMPANY
___% SERIES A SENIOR NOTE DUE _______
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 , , and
to pay interest on said principal sum [semi-annually][quarterly] on
of each year (each an Interest Payment Date) commencing , at the
rate of % per annum until the principal hereof is paid or made
available for payment. Interest on the Securities of this Series shall
accrue from , 200 , to the first Interest Payment Date, and
thereafter shall accrue from the last Interest Payment Date to which
interest has been paid or duly provided for. 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
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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 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:
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[FORM OF REVERSE OF SENIOR 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.
[Redemption provisions will be inserted here.]
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 for the appointment of a receiver or trustee
or for any other remedy thereunder, unless
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(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 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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