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Exhibit 24.2
NORTHWEST PIPELINE CORPORATION
I, the undersigned, DAVID M. HIGBEE, Secretary of NORTHWEST
PIPELINE CORPORATION, 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 three hundred fifty million dollars
($350,000,000) 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 or 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 and that he be, and he hereby is,
designated the agent for service in connection with any and
all
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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 Corporation 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 if an officer of the Corporation shall
so elect application may be made to the New York Stock
Exchange, Inc. and to the Pacific Stock Exchange 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 applications required by such
stock exchange and to make such changes as may be necessary to
conform
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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 Chase
Manhattan Bank, 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 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;
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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 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
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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 Corporation, 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 Corporation 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 Corporation 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 Corporation to
enter into agreements (the "Underwriting Agreement" or
"Distribution Agreements"), with such investment banking
company 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,
acknowledgement and delivery of the Underwriting Agreement or
Distribution Agreements.
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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 necessary
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.
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 NORTHWEST PIPELINE CORPORATION, this 8th day of
September, 1997.
/s/ DAVID M. HIGBEE
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David M. Higbee
Secretary