EXHIBIT 24.2
THE WILLIAMS COMPANIES, INC.
SECRETARY'S CERTIFICATE
I, the undersigned, SUZANNE H. COSTIN, Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware corporation (hereinafter called the "Company"), do
hereby certify that at a meeting of the Board of Directors of the Company, duly
convened and held on March 27, 2002, at which a quorum of said Board was present
and acting throughout, the following resolutions were duly adopted:
WHEREAS the Board of Directors of the Company has
determined that it is advisable for there to be an offer to
exchange (the "Exchange Offer") a new series of debt
securities of the Company (the "New Notes") for any and all
8.25% Senior Secured Notes due 2004 of WCG Note Trust and WCG
Note Corp., Inc. (the "Outstanding Senior Secured Notes"); and
WHEREAS the Board of Directors wishes to grant
certain officers of the Company authority to establish and
approve the terms of the New Notes and the Exchange Offer;
NOW, THEREFORE, BE IT:
RESOLVED that the Exchange Offer, including the
creation, offer, issuance and exchange by the Company of the
New Notes for the Outstanding Senior Secured Notes validly
tendered and accepted, be, and they hereby are, authorized and
approved.
RESOLVED that the Chairman of the Board, the Chief
Executive Officer, the President, any Senior Vice President,
the Treasurer, or any other officer of the Company (each a
"Designated Officer") be, and each of them hereby is,
authorized and empowered to execute, acknowledge and deliver,
for and on behalf of the Company, and under its corporate
seal, which its Secretary or any Assistant Secretary is hereby
authorized to affix and attest, one or more indentures,
including indentures supplemental thereto or to any existing
indenture of the Company (the "Indenture") between the Company
and a trustee to be determined by the Designated Officer
executing such Indenture (the "Trustee"), for the purpose of
providing for the issuance, registration, transfer, exchange
and payment of the New Notes to be issued pursuant thereto,
such Indenture to be in the form as the Designated Officers
executing and delivering the same on behalf of the Company
shall approve, such approval to be conclusively evidenced by
such officer's execution, acknowledgment and delivery of the
Indenture.
RESOLVED that any Designated Officer be, and each of
them hereby is, authorized for and on behalf of the Company,
to execute and deliver, in connection with the Exchange Offer,
and to request the Trustee to authenticate and deliver when so
executed and delivered, upon tendering of the Outstanding
Senior Secured Notes, New Notes to holders or designees of
holders that have tendered the Outstanding Senior Secured
Notes accepted in the Exchange Offer, and to perform all of
the agreements and obligations of the Company relating to the
Exchange Offer and the New Notes and to consummate the
transactions contemplated thereby; and that such Designated
Officers be, and each of them hereby is, authorized to execute
and deliver such other agreements and documents relating to
the Exchange Offer or the New Notes as such Designated Officer
deems necessary or appropriate.
RESOLVED that the Designated Officers be, and each of
them hereby is, in accordance with the authorizations set
forth in these resolutions, authorized to cause the Company to
issue the New Notes to be offered in exchange for any and all
Outstanding Senior Secured Notes pursuant to the terms and
conditions of the Exchange Offer, and to determine, approve or
appoint, as the case may be:
(a) the exact aggregate principal amount of
the New Notes, provided that the aggregate principal
amount of the New Notes to be issued pursuant to
these resolutions shall not exceed One Billion Four
Hundred Million Dollars ($1,400,000,000);
(b) the designation of the New Notes as
unsecured and unsubordinated indebtedness of the
Company;
(c) the terms and rights of the New Notes,
consistent with the terms of the Indenture;
(d) the maturity of the New Notes; provided,
however, that the maturity of the New Notes may not
exceed the maturity of the Outstanding Senior Secured
Notes;
(e) the fees and commissions to be paid to
any dealer managers, brokers, dealers or others for
soliciting acceptances of the Exchange Offer;
(f) the rate or rates at which the New Notes
shall bear interest, which rate or rates shall be
fixed; provided,
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however, that the interest rate of the New Notes may
not exceed 9.25% per annum;
(g) the date or dates from which such
interest shall accrue, the dates on which such
interest shall be payable and the record date for the
interest payable on any interest payment date and/or
the method by which such rate or rates or date or
dates shall be determined;
(h) the place or places where the principal
of, premium, if any, and interest, if any, on the New
Notes shall be payable;
(i) the option, if any, of the Company to
redeem the New Notes in whole or in part and the
period or periods within which, the price or prices
at which and the terms and conditions upon which the
New Notes may be redeemed, in whole or in part,
pursuant to such option;
(j) the obligation, if any, of the Company
to redeem, purchase or repay the New Notes pursuant
to any mandatory redemption, sinking fund or
analogous provisions or at the option of a holder
thereof and the period or periods within which, the
price or prices at which and the terms and conditions
upon which the New Notes shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such
obligation or option;
(k) the denominations and currencies,
including U.S. dollars, foreign currencies and
composite currencies, in which the New Notes shall be
issuable and payable and the election, if any, of
holders of the New Notes to receive payment of
principal (and premium, if any) and interest in a
currency other than the currency in which such New
Notes were issued;
(l) such other terms, conditions and
provisions as any such Designated Officer shall deem
appropriate; and
(m) the forms of the New Notes.
RESOLVED that any Designated Officer be, and each of
them hereby is, authorized to appoint one or more transfer
agents or registrars, depositories, authenticating or paying
agents, calculation agents, remarketing agents, exchange rate
agents and any other agents
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with respect to the New Notes and the Exchange Offer, and to
execute and deliver, in the name and on behalf of the Company,
any agreement, instrument or document relating to any such
appointment for the purpose of implementing and giving effect
to the provisions of the Indenture, the terms of the New Notes
and the terms and conditions of the Exchange Offer; any such
agreement, instrument or document to be in such form and to
have such terms and provisions as the Designated Officer
executing and delivering the same on behalf of the Company
shall approve, such approval to be conclusively evidenced by
such Designated Officer's execution and delivery thereof;
provided, however, that the Company may at any time elect to
act in the capacity of paying agent.
RESOLVED that any Designated Officer be, and each
hereby is, authorized to execute and deliver to the Trustee an
Issuer Order or Officer's Certificate, as appropriate,
referred to in the Indenture and to perform on behalf of the
Company such other procedures acceptable to the Trustee as may
be necessary in order to authorize the authentication and
delivery by the Trustee of the New Notes.
RESOLVED that any Designated Officer be, and each of
them hereby is, authorized to cause the Company to enter into
an agreement (the "Dealer Manager Agreement") with such
investment banking company or companies as any such Designated
Officer may choose (the "Dealer Managers"), and with such
additional or successor Dealer Managers as any Designated
Officer shall select, in the form as the Designated Officer
executing and delivering the same on behalf of the Company
shall approve, such approval to be conclusively evidenced by
such Designated Officer's execution, acknowledgment and
delivery of the Dealer Manager Agreement.
RESOLVED that any Designated Officer be, and each of
them hereby is, authorized on behalf of the Company to enter
into an agreement (the "Exchange Agreement") with such banking
or trust company or companies as any such Designated Officer
may choose (the "Exchange Agent"), and with such additional or
successor Exchange Agents as any Designated Officer shall
select, in the form as the Designated Officer executing and
delivering the same on behalf of the Company shall approve,
such approval to be conclusively evidenced by such Designated
Officer's execution, acknowledgment and delivery of the
Exchange Agreement.
RESOLVED that the Company is hereby authorized to
register under the Securities Act of 1933, as amended (the
"Securities Act"), the New Notes and the Exchange Offer to
allow the recipients
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of the New Notes to resell or otherwise transfer the New Notes
from time to time, all in accordance with the provisions of
the Securities Act, and other applicable United States or
other laws.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized, for and on behalf of the
Company, to prepare or cause to be prepared, and to execute
and file with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act and the rules and
regulations thereunder (the "Rules and Regulations"), a
registration statement on Form S-4 (the "Registration
Statement"), and any and all exhibits and documents relating
thereto in connection with the registration of the New Notes
and the Exchange Offer.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized, for and on behalf of the
Company, to prepare or cause to be prepared and to execute and
file with the Commission a prospectus (the "Prospectus") in
connection with the Exchange Offer.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized, for and on behalf of the
Company, to prepare or cause to be prepared, and to execute
and file with the Commission pursuant to the Securities Act
and the Rules and Regulations, any and all necessary
pre-effective and post-effective amendments to the
Registration Statement, or supplements to the Prospectus and
any and all exhibits and documents relating thereto, as such
officers executing the same shall approve, such approval for
and in the name of the Company to be conclusively evidenced by
their signature thereto, and to take all such further action
as may, in the judgment of such officers, be necessary,
appropriate or desirable to secure and thereafter to maintain
the effectiveness of the Registration Statement.
RESOLVED that any Designated Officer be, and each of
them hereby is, authorized, for and on behalf of the Company,
to take any and all such actions as they, upon advice of
counsel, deem necessary or appropriate to effect the
registration or qualification (or exemption therefrom) of all
or such part of the New Notes, if any, as such Designated
Officer may deem necessary or appropriate for the issue,
offer, sale or trade under the "blue sky" or securities laws
of any of the states of the United States of America or
foreign jurisdictions, including, without limitation, to
prepare, execute, deliver, file or cause to be published any
applications, reports, consents to service of process,
issuer's covenants, appointments of attorneys to receive
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service of process and other documents and instruments which
may be required under such laws, and to take any and all such
further actions as they, upon advice of counsel, deem
necessary or appropriate in order to maintain any registration
or qualification for as long as they deem necessary or as
required by law; and that the execution by any such Designated
Officer of any such document or instrument or the doing by
them of any act in connection with the foregoing shall
conclusively establish their authority therefor from the
Company and the approval and ratification by the Company of
the documents and instruments so executed and the actions so
taken.
RESOLVED that each officer or director of the Company
who may be required to execute the Registration Statement or
any amendment or amendments thereto to be filed with the
Commission, be, and hereby is, authorized and empowered to
execute a power of attorney appointing William G. von Glahn
and Suzanne H. Costin, and each of them, severally, his true
and lawful attorney or attorney-in-fact and agent or agents
with the power to act, with or without the other, with full
power of substitution and resubstitution, for him and in his
name, place or stead, in his capacity as a director or officer
or both, as the case may be, of the Company, to sign the
Registration Statement and any and all amendments thereto and
all documents or instruments necessary, appropriate or
desirable to enable the Company to comply with the Securities
Act, other federal and state securities laws and other
applicable United States and other laws in connection with the
Exchange Offer, and to file the same with the Commission with
full power and authority to each of said attorneys-in-fact to
do and to perform in the name and on behalf of each such
officer or director, or both, as the case may be, every act
whatsoever necessary or appropriate, as fully and for all
intents and purposes as such officer or director, or both, as
the case may be, might or could do in person.
RESOLVED that William G. von Glahn of the Company be,
and hereby is, designated, for and on behalf of the Company,
the agent for service to be named in the Registration
Statement and in any and all amendments thereto to be executed
and filed with the Commission and is hereby authorized and
empowered to receive notices and communications with respect
to the registration under the Securities Act of the New Notes
and with respect to the Exchange Offer, with all powers
consequent upon such designation under the Rules and
Regulations.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized, for and on behalf of the
Company, to take any and all such actions that, in the
judgment of the officer taking such
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action are necessary or appropriate to effectuate, carry out
and consummate fully the Exchange Offer in accordance with the
terms and procedures set forth in the Registration Statement
or as may be required by the Securities Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the
respective rules and regulations thereunder.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized, for and on behalf of the
Company, to prepare or cause to be prepared and to execute,
verify and file such other applications, declarations, powers
or other instruments, and any amendment or amendments thereto,
together with any and all exhibits and instruments relating
thereto, that in the judgment of the officer taking such
action, are necessary or appropriate to obtain any order or
orders, approval or approvals, certificate or certificates of
approval of the Commission or any other regulatory authority
that may have jurisdiction in the premises and in connection
with any of the matters aforesaid.
RESOLVED that any Designated Officer be, and each of
them hereby is, authorized to take, or cause to be taken, any
and all action which any such Designated Officer may deem
necessary or desirable to carry out the purpose and intent of
the foregoing resolutions (hereby ratifying and confirming any
and all actions taken heretofore or hereafter to accomplish
such purposes, all or singular), and to make, execute and
deliver, or cause to be made, executed and delivered, all
agreements, undertakings, documents, instruments or
certificates in the name and on behalf of the Company as any
such Designated Officer may deem necessary or desirable in
connection therewith, and to perform, or cause to be
performed, the obligations of the Company under the New Notes,
the Exchange Offer, the Indenture, the Dealer Manager
Agreement and the Exchange Agreement and to pay such fees and
expenses as, in their judgment, shall be proper or advisable.
RESOLVED that the officers of the Company be, and
each of them hereby is, authorized to take all such further
action and to execute and deliver all such further instruments
and documents in the name and on behalf of the Company with
its corporate seal or otherwise and to pay such fees and
expenses as, in their judgment, shall be proper or advisable
in order to carry out the intent and to accomplish the
purposes of the foregoing resolutions.
I further certify that the foregoing resolutions have not been
modified, revoked or rescinded and are in full force and effect.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of THE WILLIAMS COMPANIES, INC., this 4th day of April, 2002.
/s/ Suzanne H. Costin
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(CORPORATE SEAL) Suzanne H. Costin
Secretary
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