FORM OF EXCHANGE CAPITAL SECURITY
FORM OF SERIES B CAPITAL SECURITY CERTIFICATE
IF THE SERIES B CAPITAL SECURITIES CERTIFICATE IS TO BE A GLOBAL
SECURITIES CERTIFICATE, INSERT-- [THIS SERIES B CAPITAL SECURITY IS A GLOBAL
CAPITAL SECURITY WITHIN THE MEANING OF THE AMENDED AND RESTATED DECLARATION OF
TRUST (THE "DECLARATION") HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE
CLEARING AGENCY. THIS SERIES B CAPITAL SECURITY IS EXCHANGEABLE FOR SERIES B
CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING
AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
DECLARATION AND NO TRANSFER OF THIS SERIES B CAPITAL SECURITY (OTHER THAN A
TRANSFER OF THIS SERIES B CAPITAL SECURITY AS A WHOLE BY THE CLEARING AGENCY TO
A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE
CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED
EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS SERIES B CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE CLEARING AGENCY TO CASCADE CAPITAL TRUST I (THE "TRUST")
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SERIES B
CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CLEARING AGENCY AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
THE SERIES B CAPITAL SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED
ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 (100 SERIES
B CAPITAL SECURITIES) AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED
TRANSFER OF SERIES B CAPITAL SECURITIES IN A BLOCK HAVING A LIQUIDATION AMOUNT
OF LESS THAN $100,000 (100 SERIES B CAPITAL SECURITIES) SHALL BE DEEMED TO BE
VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED NOT TO BE THE HOLDER OF SUCH SERIES B CAPITAL SECURITIES FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON SUCH SERIES B
CAPITAL SECURITIES, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH SERIES B CAPITAL SECURITIES.
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Certificate Number: _______________ Aggregate Liquidation Amount:
CUSIP Number: _______________ $_______________
Certificate Evidencing Exchange Capital Securities
of
Cascade Capital Trust I
11.0% Capital Securities, Series B
(liquidation amount $1,000 per Capital Security)
Cascade Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
_____________ is the registered owner of $_________ in aggregate liquidation
amount of Capital Securities of the Trust representing undivided preferred
beneficial interests in the assets of the Trust designated the 11.0% Capital
Securities, Series B (liquidation amount $1,000 per Capital Security) (the
"Exchange Capital Securities"). The Exchange Capital Securities are transferable
on the books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Exchange Capital Securities represented hereby
are issued and shall in all respects be subject to the provisions of the Amended
and Restated Declaration of Trust, dated as of March 1, 2000, as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Exchange Capital Securities as set forth in Annex I to the
Declaration. Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration, the Capital Securities Guarantee and the Indenture (including any
supplemental indenture) to a Holder without charge upon written request to the
Trust at its principal place of business.
Upon receipt of this Certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Capital Securities Guarantee to the extent provided therein.
By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to treat the Debentures as indebtedness and the
Exchange Capital Securities as evidence of indirect beneficial ownership in the
Debentures.
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IN WITNESS WHEREOF, the Trust has executed this certificate
this _____ day of ______________ , 2000.
CASCADE CAPITAL TRUST I
By: ____________________________
Frank M. McCord
Administrative Trustee
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PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 11.0% Capital Securities, Series B of Cascade
Capital Trust I referred to in the within-mentioned Declaration.
WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Property Trustee
Dated: __________,2000 By: ______________________________________
Authorized Signatory
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Distributions on each Exchange Capital Security will be
payable at a fixed rate per annum of 11.0% (the "Coupon Rate") of the
liquidation amount of $1000 per Exchange Capital Security, such rate being the
rate of interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for more than one semi-annual period will bear interest
thereon compounded semi-annually at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions," as used herein, includes such cash
distributions and any and all such interest, if any, payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Property Trustee has funds legally available therefor.
Distributions on the Exchange Capital Securities will be
cumulative, will accumulate from the most recent date to which Distributions
have been paid or, if no Distributions have been paid, from March 1, 2000 and
will be payable semi-annually in arrears, on March 1/st/ and September 1/st/ of
each year, commencing September 1, 2000, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year of twelve 30-day
months. As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 10 consecutive
semi-annual calendar periods, including the first such semi-annual period during
such extension period (each an "Extension Period"), during which Extension
Period no interest shall be due and payable on the Debentures, provided that no
Extension Period shall end on a date other than an Interest Payment Date for the
Debentures or extend beyond the Maturity Date of the Debentures. As a
consequence of such deferral, Distributions (other than Liquidiated Damages, if
any) will also be deferred. Notwithstanding such deferral, semi-annual
Distributions will continue to accumulate with interest thereon (to the extent
permitted by applicable law, but not at a rate exceeding the rate of interest
then accruing on the Debentures) at the Coupon Rate compounded semi-annually
during any such Extension Period. Prior to the termination of any Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period does not
cause such Extension Period, together with all such previous and further
extensions within such Extension Period, to exceed 10 consecutive semi-annual
periods, including the first semi-annual period during such Extension Period,
end on a date other than an Interest Payment Date for the Debentures or extend
beyond the Maturity Date of the Debentures. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.
Subject to receipt by the Sponsor of any and all required
regulatory approvals and to certain other conditions set forth in the
Declaration and the Indenture, the Property Trustee may, at the direction of the
Sponsor, at any time dissolve the Trust and after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, cause the Debentures to be
distributed to the Holders of the Securities in liquidation of the Trust or,
simultaneously with any redemption of the Debentures, cause a Like Amount of the
Securities to be redeemed by the Trust.
The Exchange Capital Securities shall be redeemable as provided in the
Declaration.
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ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned hereby assigns and transfers this Exchange
Capital Security Certificate to:
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(Assignee's social security or tax identification number)
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(Address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Exchange Capital Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.
Date: __________________
Signature:_________________________________________
(Sign exactly as your name appears on the other side of this Exchange Capital
Security Certificate)
Signature Guarantee: ______________________________
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Signature must be guaranteed by an "eligible guarantor institution"
that is a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.
