Exhibit 4.01 (j)
RESOLUTION ADOPTED ON JULY 18, 1996 BY THE EXECUTIVE COMMITTEE, A DULY
AUTHORIZED COMMITTEE APPOINTED BY THE BOARD OF DIRECTORS,
ESTABLISHING CERTAIN TERMS AND PROVISIONS OF THE FIRST SERIES
OF SECURITIES TO BE ISSUED UNDER THE INDENTURE DATED AS OF JULY 1, 1996 FROM
EQUITABLE RESOURCES, INC. TO THE BANK OF MONTREAL TRUST COMPANY, AS TRUSTEE
RESOLVED, That, in accordance with Section 301 of the Indenture
dated as of July 1, 1996 (the "Indenture") from Equitable Resources, Inc. (the
"Company") to the Bank of Montreal Trust Company, as trustee (the "Trustee"),
there is hereby established for authentication and delivery by the Trustee the
first 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, 7
3/4% Series due July 15, 2026."
2.1 PRINCIPAL AMOUNT. The aggregate principal amount of the
Debentures which may be authenticated and delivered under the Indenture shall
be limited to $150,000,000.
3.1 MATURITY. The principal of the Debentures shall be payable
on July 15, 2026.
4.1 INTEREST RATE. The Debentures shall bear interest at the
rate of 7 3/4% 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 January 15 and July 15 in each year, commencing January 15,
1997.
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 June 30 or December 31 (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 Debentures are nonredeemable prior to
maturity.
7.1 SINKING FUND. There will be no sinking fund for the
Debentures.
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 Section 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 1301 OF INDENTURE. Section 1301 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.
Exhibit 4.01 (j)
EXCERPT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS
OF EQUITABLE RESOURCES, INC.
HELD JANUARY 17-18, 1996
The Chairman asked the Board to authorize the filing of the
Registration Statement and to adopt resolutions authorizing all other action
required in connection therewith.
After full discussion, on motion duly made and seconded, the
following resolutions were unanimously adopted:
RESOLVED, That this Board hereby authorizes and approves a financing
program involving the issue and sale from time to time by the Company of up to
$250 million aggregate principal amount of debt securities to be issued under
the Indenture dated as of April 1, 1983 (the "Indenture"), as supplemented,
between the Company and Bankers Trust Company, as Trustee.
RESOLVED FURTHER, That the President and the Vice President and
Chief Financial Officer and other proper officers of the Company be, and hereby
they are, authorized, empowered and directed for and on behalf of the Company to
cause a Registration Statement on Form S-3 pertaining to the issuance and sale
of the debt securities, in such form as such officers may approve, their
approval to be evidenced conclusively by their execution of the same, to be
executed and filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
RESOLVED FURTHER, That the Vice President and Chief Financial
Officer of the Company, be, and hereby he is, designated to act on behalf of the
Company as its agent for service in respect of matters concerning such
Registration Statement, with the powers enumerated in Rule 478 of the Rules and
Regulations of the Securities and Exchange Commission under the Securities Act
of 1933, as amended.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby they are, authorized, empowered and directed for and on behalf of the
Company to prepare or cause to be prepared and executed under the corporate seal
of the Company if necessary or advisable, and to cause to be filed at any time
and from time to time, any and all amendments to said Registration Statement,
including post-effective amendments, and other documents to be filed with the
Securities and Exchange Commission as they may deem necessary or advisable, such
amendments and other documents to be in such form as the officers executing the
same may approve, their approval to be evidenced conclusively by such execution,
and to take any and all further action and to file such prospectus and any
supplements thereto and other documents with the Securities and Exchange
Commission as they may deem necessary or advisable, in order to make such filing
effective and to effectuate the issuance and sale from time to time of debt
securities; and the execution by such officers of any such paper or document or
the doing by any of them of any acts in connection with the foregoing matters
shall conclusively establish their authority therefor from the Company and the
approval and ratification by the Company of the papers and documents so executed
and the actions so taken.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby they are, authorized, empowered and directed to execute and file on
behalf of the Company a Securities Certificate with the Pennsylvania Public
Utility Commission and an Application for an Order Authorizing the Issuance and
Sale of Debt Securities with the Kentucky Public Service Commission, in each
case relating to the debt securities, and to execute and file with the
Pennsylvania Public Utility Commission and the Kentucky Public Service
Commission and all other regulatory authorities such amendments or additional
applications, agreements and other documents, or amendments to the same, and to
take any and all such further actions, as such officers may deem necessary or
advisable in order to make all filings with all such regulatory authorities
effective and to authorize the issuance and sale of the debt securities.
RESOLVED FURTHER, That the Finance Committee of the Board of
Directors shall be, and hereby it is, authorized and empowered, in the name,
place and stead of the Board of Directors of the Company, to authorize at any
time or times deemed appropriate one or more issues and sales of debt securities
by the Company and, in connection with any such issue, to determine, approve or
appoint, as the case may be (i) the titles of the debt securities; (ii) the
aggregate principal amount and denominations; (iii) the maturity or maturities;
(iv) the price to be received by the Company in any public or private offering
of the debt securities (which may be at a discount from the principal amount of
any such debt securities at their maturity); (v) the rate or rates at which the
debt securities will bear interest, if any, and the date from which such
interest will accrue; (vi) any mandatory or optional sinking fund or analogous
provisions; (vii) the date, if any, after which, and the price or prices at
which, any debt securities may be redeemed at the option of the Company; (viii)
if applicable, the terms and conditions upon which any debt securities may be
payable prior to final maturity at the option of the holder thereof or
otherwise; (ix) if applicable, the terms and conditions upon which the entire
indebtedness on any series of the debt securities may be discharged by the
deposit of cash and/or certain government obligations with the Trustee for the
holders of the debt securities; (x) the restrictive covenants, if any, to be
imposed upon the Company relating to any debt securities; (xi) any
authenticating or paying agents, transfer agents or registrars (collectively,
the "Fiduciaries"); (xii) the terms and conditions of the issuance and sale of
the debt securities, including the price at which any debt securities may be
sold by the Company and the plans for distribution of the debt securities, and
the compensation to be paid any underwriters or agents for sale in connection
with such distribution; (xiii) if applicable, the specific portions of the
Company's existing indebtedness to be refinanced from the proceeds of any sale
of the debt securities; and (xiv) such other terms, conditions and provisions as
the Finance Committee shall deem appropriate.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby they are, authorized and directed to take any and all actions which they
may deem necessary or advisable to effect the issuance of one or more series of
debt securities under the Indenture and otherwise carry out the terms and
provisions of the Indenture.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby each of them is, authorized, in the name and on behalf of the Company, to
execute and deliver such other agreements, documents, certificates and
instruments as may be required by any Fiduciary in connection with the Indenture
or as may be necessary or appropriate in connection with the issuance and sale
of the debt securities.
RESOLVED FURTHER, That any Fiduciary be, and hereby it is,
authorized to rely and act upon, and shall be fully protected in so relying and
acting upon, any instructions received by it and signed by any officer of the
Company or by counsel for the Company, and to rely and act upon, and shall be
fully protected in so relying and acting upon, any Debenture, assignment, power
of attorney, certificate, order, instruction, notice or other instrument or
paper believed by it to be genuine and duly authorized and properly executed;
that the Company may reimburse any such Fiduciary for all expenses incurred by
it in the performance of its duties; that the Company may indemnify and hold
harmless each Fiduciary from and against any and all claims, suits, damages,
losses, expenses (including reasonable counsel fees) and liabilities which may
be incurred by it or to which it may be subjected by reason of, or in connection
with, its appointment and duties excepting only such as shall result from its
own negligence or bad faith; and that the proper officers of the Company be, and
each of them hereby is, authorized, in the name and on behalf of the Company, to
execute and deliver a written order to the appropriate Fiduciary directing such
Fiduciary when debt securities have been properly executed by the Company to
authenticate them in such principal amount as shall have been determined by the
Finance Committee, to deliver such debt securities to, or upon the order of the
Company, and thereafter to authenticate and deliver such other debt securities
as may be necessary upon registration or transfer of, in exchange for, or in
lieu of, any outstanding debt securities, all in accordance with the terms of
the Indenture.
RESOLVED FURTHER, That the President and the Secretary of the
Company be, and hereby each of them is, authorized, empowered and directed to
execute, by manual or facsimile signature, the debt securities in the aggregate
principal amount to be determined as provided in the Indenture and in definitive
registered form, and to execute, by manual or facsimile signature, from time to
time such additional debt securities as may be necessary to effect transfers of
the debt securities and exchanges of the debt securities for debt securities of
other denominations, and the President or any Vice President or the Treasurer or
any Assistant Treasurer of the Company be, and hereby each of them is,
authorized, empowered and directed to deliver from time to time the debt
securities, executed in the manner and in the principal amount as aforesaid, to
the Trustee for authentication and delivery upon the written order of the
Company signed by such officer, all as provided in the Indenture and further
authorized by the Finance Committee.
RESOLVED FURTHER, That the proper officers of the Company shall be,
and hereby they are, authorized and empowered to select underwriters, purchasers
or agents for sale of the debt securities and to approve forms of underwriting
agreements, purchase agreements or agency agreements relating to the sale and
distribution of the debt securities and providing for the terms and conditions
of sales of series of debt securities, subject to the ratification of the
Finance Committee and the proper officers of the Company be, and hereby they
are, authorized, empowered and directed, on behalf of the Company and under its
corporate seal if necessary or advisable, to execute and deliver from time to
time one or more such agreements in such form as the Finance Committee or the
officers executing the same may approve, such approval to be evidenced
conclusively by the execution thereof.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby they are, authorized, in the name and on behalf of the Company and under
its corporate seal if necessary or advisable, to make application to such
securities exchange as the Finance Committee shall deem necessary or appropriate
for the listing thereon of debt securities and that each such officer is
authorized to appear before any official or officials or before any body of any
such exchange, and to execute and deliver any and all papers and agreements,
specifically including, without limitation, indemnity agreements for the benefit
of any such exchange relating to the use of facsimile signatures, and to do any
and all things which may be necessary to effect such listing and to do any and
all things which otherwise may be necessary to effect registration of the debt
securities under Section 12 of the Securities Exchange Act of 1934, as amended.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby they are, authorized, empowered and directed to make applications in such
states as they shall deem necessary or advisable to qualify or register (or
obtain an exemption from qualification or registration) for offer or sale of all
or such part of the debt securities, and to license the Company as a broker or
dealer and to take on behalf of the Company any and all actions, as they may
deem necessary or advisable in order to comply with the Blue Sky or securities
laws of any state of the United States of America and in connection therewith to
execute and file requisite papers and documents, including but not limited to
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process, and to take any and all further action which
they may deem necessary or advisable in order to maintain any such registration
or qualification (or exemption) for so long as they deem necessary or as
required by law or by any underwriters of the debt securities, and the execution
by such officers of any such paper or document or the doing by them of any
action in connection with the foregoing matters shall conclusively establish
their authority from the Company for the papers and documents so executed and
the action so taken.
RESOLVED FURTHER, That if in any state in which action is taken to
qualify or register any debt securities or to license the Company as a broker or
dealer a prescribed form of resolution or resolutions relating to such
licensing, qualification or registration, or to any application, report, surety
bond, appointment or other instrument in connection therewith, is required, each
such resolution shall be deemed to have been, and hereby is, adopted by this
Board of Directors, and the Secretary or any Assistant Secretary of the Company
is hereby authorized, empowered and directed to certify the adoption of any such
resolution as though the same were presented at this meeting and adopted hereby,
all such resolutions to be inserted in the minute book of the Company as part of
the minutes of the Company.
RESOLVED FURTHER, That the proper officers of the Company be, and
hereby they are, authorized, empowered and directed to take any and all such
further action for and on behalf of the Company and to execute, for and on
behalf of the Company and under its corporate seal if necessary or advisable,
and to deliver any and all agreements, certificates, applications or other
instruments as the Finance Committee or such officers may deem necessary or
advisable in order to effect and confirm the authorization, issuance and sale of
the debt securities and to implement the foregoing resolutions and the
transactions contemplated thereby.
RESOLVED FURTHER, That whenever used in the foregoing resolutions,
the term "proper officers" shall mean the President or any Vice President of the
Company.
Exhibit 4.01 (j)
EXCERPT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS
OF EQUITABLE RESOURCES, INC.
HELD JULY 18, 1996
WHEREAS, on January 18, 1996, the Board of Directors of this Company
adopted resolutions authorizing and approving a financing program involving the
issue and sale from time to time by the Company of up to $250 million aggregate
principal amount of debt securities to be issued under the Indenture dated as of
April 1, 1983, as supplemented, between the Company and Bankers Trust Company,
as Trustee; and
WHEREAS, it has since been determined that the Company will not
issue the securities under the 1983 Indenture but will enter into a new
Indenture with the Bank of Montreal Trust Company as Trustee.
NOW, THEREFORE, BE IT RESOLVED, That the resolution adopted by the
Board of Directors on January 18, 1996, relating specifically to the issuance of
debt securities under the Indenture dated April 1, 1983 between the Company and
Bankers Trust Company, as Trustee, be amended to read as follows:
RESOLVED, That this Board hereby authorizes and approves a financing
program involving the issue and sale from time to time by the Company of up to
$250 million aggregate principal amount of debt securities to be issued under an
Indenture between the Company and the Bank of Montreal Trust Company, as
Trustee, and hereby authorizes the proper officers of the Company to execute and
deliver, on behalf of the Company, such Indenture between the Company and the
Bank of Montreal Trust Company.
RESOLVED FURTHER, That all other resolutions adopted by the Board of
Directors on January 18, 1996, pertaining to the $250 million debt financing
shall remain in full force and effect.