Exhibit 4.01 (e)
EQUITABLE RESOURCES, INC.
Excerpt from the Minutes of a Meeting of The Finance
Committee of The Board of Directors Held April 6, 1988
In connection with the contemporaneous adoption by the
Finance Committee of the Board Resolution establishing the terms
and provisions of the Company's Debentures, 9.90% Series Due
April 15, 2013 (the "Debentures"), and so as to provide for the
issue and sale of the Debentures, the Committee, on motion duly
made and seconded, unanimously adopted the following resolutions:
RESOLVED, that the Purchase Agreement among the Company and
The First Boston Corporation and Morgan Stanley & Co.
Incorporated (the "Underwriters"), dated April 6, 1988 (the
"Purchase Agreement"), presented to this meeting be and the same
hereby is approved, and that the proper officers of the Company
be and hereby they are authorized and directed to execute and
deliver, on behalf of the Company, the Purchase Agreement
substantially in the form presented to this meeting, with such
changes therein as the officers executing the same may approve;
FURTHER RESOLVED, that the Company shall issue and sell for
cash to the Underwriters $75,000,000 aggregate principal amount
of the Debentures at the purchase price of 96.525% of the
principal amount thereof specified in the Purchase Agreement, and
that the proper officers of the Company be, and each of them
hereby is, authorized and directed to cause the Debentures in
definitive form, in the amount agreed to be purchased by each
Underwriter, to be delivered to such Underwriter against payment
to the Company of the purchase price therefor, all in accordance
with the provisions of the Purchase Agreement; and
FURTHER RESOLVED, that the action of the officers of the
Company in causing to be prepared and filed with the Securities
and Exchange Commission (the "SEC") a Preliminary Prospectus
Supplement dated April 4, 1988 (the "Preliminary Prospectus
Supplement"), including therein a Prospectus dated August 26,
1986 (the "Prospectus") relating to $75,000,000 aggregate
principal amount of the Debentures, and the use of such
Preliminary Prospectus Supplement and Prospectus in connection
with the marketing and offering of the Debentures be, and hereby
it is, in all respects ratified, confirmed and approved; and
FURTHER RESOLVED, that the proper officers of the Company
be, and each of them hereby is, authorized and empowered, for and
on behalf the Company, to cause to be prepared and filed with the
SEC a final Prospectus Supplement (the "Prospectus Supplement"),
including therein the Prospectus, and to use such Prospectus
Supplement and Prospectus in connection with the offering and
sale of the Debentures; and
FURTHER RESOLVED, that the form (proof of April 5, 1988)
presented to this meeting of the Debentures be, and the same
hereby is, approved, and that the proper officers of the Company
be, and hereby are, authorized and directed to execute and
deliver, on behalf of the Company, the Debentures in
substantially the form presented to this meeting, with the blanks
therein appropriately filled and with such changes therein as the
officers executing the same may approve.
EQUITABLE RESOURCES, INC.
BOARD RESOLUTION
Resolution of the Finance Committee, a duly authorized
Committee appointed by the Board of Directors,
Establishing Certain Terms and Provisions of the Fourth Series
of Securities to be Issued under the Indenture dated
as of April 1, 1983 from Equitable Resources, Inc.
to Bankers Trust Company, as Trustee
RESOLVED, that, in accordance with Section 301 of the
Indenture dated as of April 1, 1983 (the "Indenture") from
Equitable Resources, Inc. (the "Company") to Bankers Trust
Company, as successor trustee (the "Trustee"), there is hereby
established for authentication and delivery by the Trustee the
fourth series of Securities (such series being referred to herein
as the "Debentures") of the Company to be issued under the
Indenture, having the following terms and provisions in addition
to the terms and provisions established by the Indenture:
1.1 Title. The title of the Debentures shall be "Debentures,
9.90% Series Due April 15, 2013".
2.1 Principal Amount. The aggregate principal amount of the
Debentures which may be authenticated and delivered under the
Indenture (except for Debentures authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of,
other Debentures pursuant to Section 304, 305, 306, 906 or 1107
of the Indenture) shall be limited to $75,000,000.
3.1 Maturity. The principal of the Debentures shall be
payable on April 15, 2013.
4.1 Interest Rate. The Debenture shall bear interest at the
rate of 9.90% per annum until the principal thereof is paid or
made available for payment and (to the extent that the payment of
such interest shall be legally enforceable) at the same rate per
annum on any overdue principal and premium and on any overdue
installment of interest.
4.2 Interest Accrual. Interest on the Debentures shall
accrue from the date of the original issue of any of the
Debentures or from the most recent Interest Payment Date (as
specified in Section 4.3 below) to which interest has been paid
or duly provided for.
4.3 Interest Payment Dates. The Interest Payment Dates on
which interest on the Debentures shall be paid or duly provided
for shall be semiannually on April 15 and October 15 in each
year, commencing October 15, 1988.
4.4 Regular Record Dates. The Regular Record Dates for the
interest on the Debentures so payable on any Interest Payment
Date (as specified in Section 4.3 above) shall be the March 31 or
September 30 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.
5.1 Place of Payment. Principal of (and premium, if any, on)
the Debentures shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan,
the City of New York, New York. Unless otherwise designated by
the Company in a written notice to the Trustee, such office or
agency in the Borough of Manhattan for the above purpose shall be
the Corporate Trust Office of the Trustee. Interest on the
Debentures shall be payable by check mailed to the registered
address of the holder of record on the Regular Record Date for
such interest payment.
6.1 Redemption. The Company may, at its option, redeem the
Debentures on or after April 15, 1998, as a whole at any time or
in part from time to time, otherwise than through operation of
the sinking fund, at the Redemption Prices (expressed as
percentages of the principal amount) set forth in the table
below, in each case together with accrued interest to the
Redemption Date:
If Redeemed If Redeemed
During the During the
Twelve-Month Twelve-Month
Period Beginning Redemption Period Beginning Redemption
April 15, Price April 15, Price
1998 103.65% 2006 100.73%
1999 103.29 2007 100.37
2000 102.92 2008 100.00
2001 102.56 2009 100.00
2002 102.19 2010 100.00
2003 101.83 2011 100.00
2004 101.46 2012 100.00
2005 101.10
7.1 Sinking Fund. The Company will pay to the Trustee on or
before April 15 in each of the years 1999 through 2012,
inclusive, an amount sufficient to redeem not less than
$3,750,000 principal amount of Debentures, as a mandatory sinking
fund, at the sinking fund redemption price of 100% of the
principal amount, and the Company may, at its option, also pay to
the Trustee on or before such date in each of such years an
amount sufficient to redeem not more than an additional
$7,500,000 principal amount of Debentures at such sinking fund
redemption price. The right to make such additional optional
sinking fund payment shall not be cumulative. The cash amount of
any mandatory sinking fund payment shall be subject to reduction
as provided in Section 1202 of the Indenture. Each sinking fund
payment shall be applied to the redemption of Debentures as
provided in Section 1203 of the Indenture.
8.1 Denominations. As contemplated by the Indenture, the
Debentures shall be issuable in denominations of $1,000 and any
integral multiple thereof.
9.1 Convertibility. The Debentures shall not be convertible
into shares of capital stock or other securities of the Company.
10.1 Repayment. Except as provided in Sections 7.1 and 11.1
hereof, the Company shall have no obligation to repay the
Debentures (at the option of Holders or otherwise) prior to the
Maturity of the Debentures (as specified in Section 3.1 above).
11.1 Acceleration. The principal amount of the Debentures
(and not a portion thereof) shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502 of
the Indenture.
12.1 Section 403 of Indenture. Section 403 of the Indenture
shall apply to the Debentures.
13.1 Other Provisions. The Debentures shall have no other
terms than as set forth in this Board Resolution and the
Indenture or as may be set forth in any indenture or indentures
supplemental to the Indenture.
Capitalized terms used in this Board Resolution have the
meanings set forth in the Indenture unless otherwise indicated or
the context indicates otherwise.