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Exhibit 24.2
WILLIAMS HOLDINGS OF DELAWARE, INC.
I, the undersigned, SHAWNA L. BARNARD, Assistant Secretary of THE WILLIAMS
HOLDINGS OF DELAWARE, INC., a Delaware company (hereinafter called the
"Company"), do hereby certify that pursuant to Section 141 (f) of the General
Corporation Law of Delaware, the Board of Directors of this Corporation
unanimously consented, as of August 25, 1997, to the following:
RESOLVED that the officers of the Corporation be, and they hereby are,
authorized to execute and file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, a shelf Registration
Statement on Form S-3, and all amendments and supplements thereto and all
required exhibits and documents in connection therewith, and the Prospectus
contained therein, and all amendments or supplements thereto (the
"Registration Statement"), with respect to not more than five hundred
million dollars ($500,000,000) aggregate principal amount of Debt
Securities, and to do, or cause to be done, all such other acts and things
as, in their opinion or in the opinion of any of them, may be necessary or
desirable and proper in order to effect such filing or in order that such
Registration Statement and any such amendment or amendments may become
effective and may remain in effect as long as shall be required.
RESOLVED that the form of power of attorney circulated with this
Consent for use in connection with the execution and filing, for and on
behalf of the Corporation, of the Registration Statement and any such
amendments thereto referred to in the preceding resolution, is hereby
approved, and the Chairman of the Board, the President, any Vice President
of the Corporation is hereby authorized to execute said power of attorney
in the form so presented for and on behalf of the Corporation.
RESOLVED that Mr. William G. von Glahn, Senior Vice President and
General Counsel of The Williams Companies, Inc., be, and he hereby is,
designated as the person authorized to receive notices and communications
from the Securities and Exchange Commission with respect to the
Registration Statement and any amendments thereto
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and that he be, and he hereby is, designated the agent for service in
connection with any and all matters relating to the Registration Statement;
and that there hereby is conferred upon him the powers enumerated in Rule
478 of the Rules and Regulations promulgated under the Securities Act of
1933, as amended.
RESOLVED that the officers of the Company be, and each of them hereby
is, authorized and directed in the name and on behalf of the Corporation to
take any and all actions which such officers deem necessary or appropriate
in order to obtain a permit, register or qualify the Debt Securities for
issuance and sale or to request an exemption from registration of the Debt
Securities or to register or to obtain a license for the Corporation as a
dealer or broker under the securities laws of such of the states of the
United States of America and of such foreign jurisdictions as such officers
may deem necessary or appropriate; and that in connection with such
registrations, permits, licenses, qualifications and exemptions, such
officers are authorized and directed to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, resolutions,
irrevocable consents to service of process, powers of attorney and other
papers and instruments as may be required under such laws, and to take any
and all further action which such officers deem necessary or appropriate in
order to maintain the registration in effect for such time period as they
may deem to be in the best interests of the Corporation.
RESOLVED that if any resolutions are required to be adopted in
connection with any application or other document to be submitted under the
securities or "Blue Sky" laws of any state in order to permit the offering
of the Debt Securities, such resolutions shall be deemed to have been
adopted in the required language with the same force and effect as if set
forth here at length and copies thereof shall be filed with this Consent.
RESOLVED that authorization is given to make application to the New
York Stock Exchange, Inc. for the listing upon notice of issuance of the
Debt Securities and that the Chairman of the Board, the President or any
Vice President or the Secretary of the Corporation be, and each of them
hereby is, authorized and directed by the Corporation to prepare, execute
and file the
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applications required by such stock exchange and to make such changes as
may be necessary to conform with requirements for the listing of the Debt
Securities, to appear (if requested) before officials of such exchange, to
pay any fees required for such additional listing and to perform all other
acts and things as may be deemed necessary to effect such listing.
RESOLVED that the Chairman of the Board, the President or any Vice
President of the Corporation (a "Designated Officer") be, and each of them
hereby is, authorized and empowered to execute, acknowledge and deliver,
for and on behalf of the Corporation, and under its corporate seal, which
its Secretary or any Assistant Secretary is hereby authorized to affix and
attest, an indenture, including a subordinate indenture, between
the Corporation and Citibank N.A., as Trustee (the "Indenture") for the
purpose of providing for the issuance, registration, transfer, exchange and
payment of the Debt Securities to be issued pursuant thereto, each such
Indenture to be in the form as the officers executing and delivering the
same on behalf of the Corporation shall approve, such approval to be
conclusively evidenced by such officer's execution, acknowledgement and
delivery of the Indenture.
RESOLVED that the Chairman of the Board, the President or the Chief
Financial Officer of the Corporation be, and each hereby is, in accordance
with the foregoing resolutions and the limitations previously approved,
authorized to cause the Corporation to issue and sell one or more series of
the Debt Securities and, in connection with any such series, determine,
approve or appoint, as the case may be:
(a) the exact aggregate principal amount of the series of Debt Securities,
whether Debt Securities of such series are to be issued as debentures,
as notes or as any other evidences of indebtedness or in any
combination thereof;
(b) the designation of the Debt Securities as senior or subordinated
indebtedness of the Corporation;
(c) whether each series of Debt Securities shall be sold with or without
competitive bidding, whether through a public offering or by
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private placement, or a combination thereof;
(d) the terms and rights of the Debt Securities, consistent with the terms
of the respective Indenture and the Registration Statements; provided,
however, that no such Debt Securities shall be secured or convertible
into any equity securities of the Corporation;
(e) the maturity or maturities of the Debt Securities;
(f) the price to be received by the Corporation in any offering or sale
of any of the Debt Securities (which may be at a discount from the
principal amount payable at maturity of such Debt Securities), any
public offering price and any discount received by, or commission
paid to, any underwriters or agents;
(g) the rate or rates at which the Debt Securities shall bear interest, if
any, which rate or rates may vary from time to time in accordance with
a formula to be approved by any such officer;
(h) 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;
(i) the place or places, where the principal of (premium, if any) and
interest, if any, on the Debt Securities shall be payable;
(j) the option, if any, of the Corporation to redeem the Debt Securities 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, Debt
Securities may be redeemed, in whole or in part, pursuant to such
option or any sinking fund or otherwise;
(k) the obligation, if any, of the Corporation to redeem, purchase or repay
Debt Securities pursuant to any mandatory redemption, sinking fund or
analogous provisions or at the option of a holder thereof and the
period or periods
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within which, the price or prices at which and the terms and
conditions upon which, Debt Securities shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation or option;
(l) the denominations and currencies, including U.S. dollars, foreign
currencies and composite currencies, in which the Debt Securities
shall be issuable and payable and the election, if any, of holders of
Debt Securities to receive payment of principal (and premium, if any)
and interest in a currency other than the currency in which such Debt
Securities were issued;
(m) such other terms, conditions and provisions as any such officer shall
deem appropriate;
(n) the forms of the Debt Securities; and
(o) whether the Debt Securities will be listed on the New York Stock
Exchange.
RESOLVED that any Designated Officer be, and each hereby is,
authorized to appoint one or more transfer agents or registrars,
depositories, authenticating or paying agents, calculation agents, exchange
rate agents and any other agents with respect to the Debt Securities, 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 each
Indenture; 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 and directed to execute and deliver to the Trustee for each
Indenture 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 such Trustee as may be necessary in order to
authorize the authentication and delivery by such Trustee of the Debt
Securities.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to cause the Company to enter into agreements (the
"Underwriting Agreement" or "Distribution Agreements"), with such
investment banking company
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or companies as any such Designated Officer may choose (the "Agents"), and
with such additional or successor Agents as any Designated Officer shall
select, in the form as the Designated Officers executing and delivering the
same on behalf of the Corporation shall approve, such approval to be
conclusively evidenced by such officers execution, acknowledgment and
delivery of the Underwriting Agreement or Distribution Agreements.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed 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 Corporation as any such Designated Officer may deem
necesssary or desirable in connection therewith, and to perform, or cause
to be performed, the obligations of the Corporation under the Debt
Securities, the Indenture, the Underwriting Agreement and the Distribution
Agreement (and any terms agreement thereunder) and the Registration
Statements, and to pay such fees and expenses as, in their judgment, shall
be proper or advisable.
RESOLVED that the officers of the Corporation 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 Corporation 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.
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I further certify that the foregoing resolutions have not been modified,
revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of THE WILLIAMS HOLDINGS OF DELAWARE, INC., this 8th day of September,
1997.
/s/ SHAWNA L. BARNARD
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Shawna L. Barnard
Assistant Secretary