Exhibit 4.1


 


EQT CORPORATION



as Issuer



and



THE BANK OF NEW YORK MELLON,



as Trustee

















THIRD SUPPLEMENTAL INDENTURE



Dated as of May 15, 2009



to



INDENTURE



Dated as of March 18, 2008

















8.125% Senior Notes due 2019


 













 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
  ARTICLE 1.

  
	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  
	
  Section 1.1.

  	
  Definition of Terms

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  
	
   

  
	
  GENERAL TERMS
  AND CONDITIONS OF THE SENIOR NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Designation and Principal Amount

  	
  3

  
	
  Section 2.2.

  	
  Maturity

  	
  3

  
	
  Section 2.3.

  	
  Further Issues

  	
  4

  
	
  Section 2.4.

  	
  Form of Payment

  	
  4

  
	
  Section 2.5.

  	
  Global Securities

  	
  4

  
	
  Section 2.6.

  	
  Interest

  	
  4

  
	
  Section 2.7.

  	
  Authorized Denominations

  	
  4

  
	
  Section 2.8.

  	
  Redemption

  	
  4

  
	
  Section 2.9.

  	
  Limitation on Liens

  	
  4

  
	
  Section 2.10.

  	
  Limitation on Sale and Leaseback Transactions

  	
  6

  
	
  Section 2.11.

  	
  Merger, Consolidation and Sale of Assets

  	
  7

  
	
  Section 2.12.

  	
  Events of Default

  	
  8

  
	
  Section 2.13.

  	
  Appointment of Agents

  	
  9

  
	
  Section 2.14.

  	
  Defeasance upon Deposit of Moneys or U.S. Government
  Obligations

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  
	
   

  
	
  FORM OF
  NOTES

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Form of Senior Notes

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  
	
   

  
	
  ORIGINAL ISSUE
  OF NOTES

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Original Issue of Senior Notes

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  
	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Ratification of Indenture

  	
  10

  
	
  Section 5.2.

  	
  Trustee Not Responsible for Recitals

  	
  10

  
	
  Section 5.3.

  	
  Governing Law

  	
  10

  



 


i













 


	
  Section 5.4.

  	
  Separability

  	
  10

  
	
  Section 5.5.

  	
  Counterparts

  	
  10

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A – Form of Senior Notes

  	
  A-1

  
	
  EXHIBIT B – Form of Senior Notes

  	
  B-1

  



 


ii













 


THIRD SUPPLEMENTAL
INDENTURE, dated as of May 15, 2009 (this “Third
Supplemental Indenture”), between EQT Corporation, a corporation duly organized
and existing under the laws of the Commonwealth of Pennsylvania, having its
principal office at EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222 (the “Company”), and The Bank of New York Mellon, a New York banking
corporation, as trustee (the “Trustee”).


 


WHEREAS,
the Company, as successor, and the Trustee executed and delivered the
indenture, dated as of March 18, 2008 (the “Base Indenture”, as
supplemented by a First Supplemental Indenture, dated as of March 18,
2008, a Second Supplemental Indenture, dated as of June 30, 2008, and,
together with this Third Supplemental Indenture, the “Indenture”), to provide
for the issuance of the Company’s debt securities (the “Securities”), to be
issued in one or more series;


 


WHEREAS,
pursuant to the terms of the Base Indenture, the Company desires to provide for
the establishment of a new series of its notes under the Base Indenture to be
known as its “8.125% Senior Notes due 2019” (the “Senior Notes”), the form and
substance and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this Third Supplemental Indenture;


 


WHEREAS,
the Board of Directors of the Company pursuant to resolutions duly adopted on April 23,
2008 and February 18, 2009, have duly authorized the issuance of the
Senior Notes, and has authorized the proper officers of the Company to execute
any and all appropriate documents necessary or appropriate to effect each such
issuance;


 


WHEREAS,
this Third Supplemental Indenture is being entered into pursuant to the
provisions of Section 14.01 of the Base Indenture;


 


WHEREAS,
the Company has requested that the Trustee execute and deliver this Third
Supplemental Indenture; and


 


WHEREAS,
all things necessary to make this Third Supplemental Indenture a valid and
legally binding agreement of the Company, in accordance with its terms, and to
make the Senior Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid and legally binding obligations of the
Company, have been performed, and the execution and delivery of this Third
Supplemental Indenture has been duly authorized in all respects;


 


NOW THEREFORE,
in consideration of the premises and the purchase and acceptance of the Senior
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the forms and terms of the Senior Notes, the Company
covenants and agrees, with the Trustee, as follows:


 













 


ARTICLE 1.


 


DEFINITIONS


 


Section 1.1.      Definition
of Terms.  Unless the context
otherwise requires:


 


(a)        each term defined in the Base Indenture
has the same meaning when used in this Third Supplemental Indenture;


 


(b)        the singular includes the plural and
vice versa; and


 


(c)        headings are for convenience of
reference only and do not affect interpretation.


 


(d)        a reference to a Section or Article is
to a Section or Article of this Third Supplemental Indenture unless
otherwise indicated.


 


(e)        The following terms have the meanings
given to them in this Section 1.1(e):


 


(i)         “Attributable
Debt” in respect of a Sale and Leaseback Transaction means, as of any
particular time, the present value (discounted at the rate of interest implicit
in the terms of the lease involved in such Sale and Leaseback Transaction, as
determined in good faith by the Company) of the obligation of the lessee
thereunder for net rental payments (excluding, however, any amounts required to
be paid by such lessee, whether or not designated as rent or additional rent,
on account of maintenance and repairs, services, insurance, taxes, assessments,
water rates or similar charges and any amounts required to be paid by such
lessee thereunder contingent upon monetary inflation or the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges) during the remaining term of such lease (including any period for
which such lease has been extended or may, at the option of the lessor, be
extended).


 


(ii)        “Consolidated
Net Tangible Assets” means the aggregate amount of assets of the Company and
its consolidated Subsidiaries (less applicable reserves) after deducting
therefrom (x) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles and (y) all current
liabilities except for current maturities of long-term debt, current maturities
of capitalized lease obligations, indebtedness for borrowed money having a
maturity of less than 12 months from the date of the most recent audited
consolidated balance sheet of the Company, but which by its terms is renewable
or extendable beyond 12 months from such date at the option of the borrower and
deferred income taxes which are classified as current liabilities, all as
reflected in the audited consolidated balance sheet contained in the Company’s
most recent annual report to its shareholders under Rule 14a-3 of the
Exchange Act, prior to the time as of which “Consolidated Net Tangible Assets”
is being determined.


 


(iii)       “Debt” means
indebtedness for borrowed money.


 


2













 


(iv)       “DTC” shall
have the meaning assigned to it in Section 2.5.


 


(v)        “Event of
Default” shall have the meaning assigned to it in Section 2.12.


 


(vi)       “Incurrence
Time” shall have the meaning assigned to it in Section 2.9(b).


 


(vii)      “Lien” means
any mortgage, pledge, security interest or lien.


 


(viii)      “Principal
Property” means any manufacturing plant or production, transportation or
marketing facility or other similar facility located within the United States
(other than its territories and possessions) and owned by, or leased to, the
Company or any Restricted Subsidiary, the book value of the real property,
plant and equipment of which (as shown, without deduction of any depreciation
reserves, on the books of the owner or owners) is not less than 1.5% of
Consolidated Net Tangible Assets as of the date on which such facility is
acquired or a leasehold interest therein is acquired.


 


(ix)       “Restricted
Subsidiary” means any Subsidiary substantially all the property of which is
located, or substantially all the business of which is carried on, within the
United States (other than its territories and possessions) which shall at the
time, directly or indirectly, through one or more Subsidiaries or in
combination with one or more other Subsidiaries or the Company, own or be a
lessee of a Principal Property.


 


(x)        “Sale and
Leaseback Transaction” shall have the meaning assigned to it in Section 2.10.


 


(xi)       “Subsidiary”
means, with respect to the Company, a corporation of which more than 50% of the
total voting power of the capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of its directors is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries or by the Company and one or more other Subsidiaries.


 


ARTICLE 2.


 


GENERAL
TERMS AND CONDITIONS OF THE SENIOR NOTES


 


Section 2.1.      Designation
and Principal Amount.  There is
hereby authorized and established a new series of Securities under the Base
Indenture, designated as the “8.125% Senior Notes due 2019”, which is not
limited in aggregate principal amount. 
The initial aggregate principal amount of the Senior Notes to be issued
under this Third Supplemental Indenture shall be limited to $700,000,000.  Any additional amounts of such series to be
issued shall be set forth in a Company Order.


 


Section 2.2.      Maturity.  The stated maturity of principal for the
Senior Notes will be June 1, 2019.


 


3












 


Section 2.3.      Further
Issues.  The Company may from time to
time, without the consent of the Holders of the Senior Notes, issue additional
notes of such series.  Any such
additional notes will have the same ranking, interest rate, maturity date and
other terms as the Senior Notes.  Any
such additional notes, together with the Senior Notes herein provided for, will
constitute a single series of Securities under the Indenture.


 


Section 2.4.      Form of
Payment.  Principal of, premium, if
any, and interest on the Senior Notes shall be payable in U.S. dollars.


 


Section 2.5.      Global
Securities.  Upon the original
issuance, the Senior Notes will be represented by one or more Global
Securities.  The Company will issue the
Senior Notes in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof and will deposit the Global Securities with the Trustee as
custodian for The Depository Trust Company (“DTC”), in New York, New York, and
register the Global Securities in the name of DTC or its nominee.


 


Section 2.6.      Interest.  The Senior Notes will bear interest (computed
on the basis of a 360-day year consisting of twelve 30-day months) from May 15,
2009 at the rate of 8.125% per annum, payable semiannually in arrears; interest
payable on each interest payment date will include interest accrued from May 15,
2009, or from the most recent interest payment date to which interest has been
paid or duly provided for; the interest payment dates on which such interest
shall be payable are June 1 and December 1, commencing on December 1,
2009; and the record date for the interest payable on any interest payment date
is the close of business on May 15 or November 15, as the case may
be, next preceding the relevant Interest Payment Date.


 


Section 2.7.      Authorized
Denominations.  The Senior Notes
shall be issuable in denominations of $2,000 and in integral multiples of
$1,000 in excess thereof.


 


Section 2.8.      Redemption.  The Senior Notes are subject to redemption at
the option of the Company as set forth in the forms of Senior Note attached
hereto as Exhibit A and Exhibit B.


 


Section 2.9.      Limitation
on Liens.


 


(a)        Except as otherwise provided in clauses (i) through
(ix) below or in subsection (b) of this section, the Company shall
not, and shall not permit any Restricted Subsidiary to, issue, assume or
guarantee any Debt secured by a Lien upon any Principal Property of the Company
or of any Restricted Subsidiary or upon any shares of stock or Debt issued by
any Restricted Subsidiary, whether now owned or hereafter acquired, without in
any such case effectively providing that the Senior Notes together with, if the
Company shall so determine, any other indebtedness of or guaranty by the
Company or such Restricted Subsidiary then existing or thereafter created which
is not subordinated to the Senior Notes) shall be secured equally and ratably
with (or, at the option of the Company, prior to) such secured Debt, so long as
such Debt shall be so secured; provided, however, that nothing in this Section 2.9
shall prevent, restrict or apply to (and there shall be excluded from secured
Debt in any computation under this Section 2.9) Debt secured by:


 


4













 


(i)         Liens on
property of, or shares of stock or Debt issued by, any Subsidiary existing at
the time such Subsidiary becomes a Restricted Subsidiary; provided, that such
Lien shall not have been incurred in connection with the transfer by the
Company or a Restricted Subsidiary of a Principal Property to such Subsidiary
unless the Company, within 180 days of the effective date of such transfer,
applies or causes a Restricted Subsidiary to apply an amount equal to the fair
value, as determined by the Board of Directors, of such Principal Property at
the time of such transfer, to the retirement of Senior Notes or other Debt of
the Company (other than Debt subordinated to the Senior Notes), or Debt of any
Restricted Subsidiary (other than Debt owed to the Company or any Restricted
Subsidiary), having a stated maturity (x) more than 12 months from the
date of such application or (y) which is extendable at the option of the
obligor thereon to a date more than 12 months from the date of such
application;


 


(ii)        Liens on any
property, shares of stock or Debt existing at the time of acquisition thereof
by the Company or a Restricted Subsidiary (including acquisition through merger
or consolidation) or Liens to secure the payment of all or any part of the
purchase price or construction cost thereof or securing any Debt incurred prior
to, at the time of, or within 180 days after, the acquisition of such property,
shares of stock or Debt or the completion of any such construction, whichever
is later, for the purpose of financing all or any part of the purchase price or
construction cost thereof;


 


(iii)       Liens on any
property to secure all or any part of the cost of development, construction,
alteration, repair or improvement of all or any portion of such property, or to
secure Debt incurred prior to, at the time of, or within 180 days after, the
completion of such development, construction, alteration, repair or
improvement, whichever is later, for the purpose of financing all or any part
of such cost;


 


(iv)       Liens which
secure Debt owed by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary or by the Company to a Restricted Subsidiary so long as
the Debt is held by the Company or a Restricted Subsidiary;


 


(v)        Liens
securing indebtedness of a corporation or other Person which becomes a
successor of the Company in accordance with the provisions of Section 6.04
of the Base Indenture and Section 2.11 hereof other than Debt incurred by
such corporation or other Person in connection with a consolidation, merger or
sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.11
hereof;


 


(vi)       Liens on
property of the Company or a Restricted Subsidiary in favor of the United
States or any state thereof, or any department, agency or instrumentality or
political subdivision of the United States or any state thereof, or in favor of
any other country or any political subdivision thereof, to secure partial,
progress, advance or other payments pursuant to any contract or statute or to
secure any indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price or the cost of construction, alteration,
repair or improvement of the property subject to such Liens (including but not
limited to Liens incurred in connection with pollution control, industrial
revenue or similar financing), or in favor of any trustee 


 


5













 


or
mortgagee for the benefit of holders of indebtedness of any such entity
incurred for any such purpose;


 


(vii)      Liens
securing Debt which is payable, both with respect to principal and interest, solely
out of the proceeds of oil, gas, coal or other minerals to be produced from the
property subject thereto and to be sold or delivered by the Company or a
Subsidiary, including any interest of the character commonly referred to as a “production
payment”;


 


(viii)      Liens
created or assumed by a Subsidiary on oil, gas, coal or other mineral property,
owned or leased by a Subsidiary, to secure Debt of such Subsidiary for the
purpose of developing such property, including any interest of the character
commonly referred to as a “production payment”; provided, however, that neither
the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise
be liable in respect thereof; and


 


(ix)       any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses (i) to (viii), inclusive, or of any Debt secured thereby;
provided, that such extension, renewal or replacement Lien shall be limited to
all or any part of the same property that secured the Lien extended, renewed or
replaced (plus any improvements and construction on such property) and shall
secure no larger amount of Debt than that which had been so secured at the time
of such extension, renewal or replacement and, in the case of clause (iv), that
the Debt being secured thereby is being secured for the same type of Person as
the Debt being replaced.


 


(b)        Notwithstanding the foregoing provisions
of this Section 2.9, the Company and any one or more Restricted Subsidiaries
may issue, assume or guarantee Debt secured by a Lien which would otherwise be
subject to the foregoing restrictions if at the time it does so (the “Incurrence
Time”) the aggregate amount of such Debt plus all other Debt of the Company and
its Restricted Subsidiaries secured by Liens which would otherwise be subject
to the foregoing restrictions after giving effect to the retirement of any Debt
which is currently being retired (not including Debt permitted to be secured
under clauses (i) through (ix) above), plus the aggregate
Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback
Transactions (other than Sale and Leaseback Transactions permitted by
subsections (a) and (b) of Section 2.10) entered into after the
date of this Third Supplemental Indenture and in existence at the Incurrence
Time (less the aggregate amount of proceeds of such Sale and Leaseback
Transactions which shall have been applied in accordance with subsection (c) of
Section 2.10), does not exceed 10% of Consolidated Net Tangible Assets.


 


Section 2.10.    Limitation
on Sale and Leaseback Transactions. 
The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any arrangement after May 15, 2009 with any bank, insurance
company or other lender or investor (other than the Company or another
Restricted Subsidiary) providing for the leasing as lessee by the Company or a
Restricted Subsidiary of any Principal Property (except a lease for a term not
to exceed three years by the end of which term it is intended that the use of
such Principal Property by the lessee will be discontinued and a lease which
secures or relates to industrial revenue or pollution 


 


6













 


control bonds or similar financing), which was or is owned by the
Company or a Restricted Subsidiary and which has been or is to be sold or
transferred by the Company or a Restricted Subsidiary to such Person, more than
180 days after the completion of construction and commencement of full operation
of such property by the Company or such Restricted Subsidiary, to such lender
or investor or to any Person to whom funds have been or are to be advanced by
such lender or investor on the security of such Principal Property (herein
called a “Sale and Leaseback Transaction”) unless:


 


(a)        the Company or such Restricted
Subsidiary would, at the time of entering into such arrangement, be entitled
pursuant to clauses (i) through (ix) of subsection (a) of Section 2.9,
without equally and ratably securing the Senior Notes, to issue, assume or
guarantee Debt secured by a Lien on such Principal Property in the amount of
the Attributable Debt arising from such Sale and Leaseback Transaction; or


 


(b)        the Attributable Debt of the Company and
its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction
and all other Sale and Leaseback Transactions entered into after the date of
this Third Supplemental Indenture (other than such Sale and Leaseback
Transactions as are permitted by subsection (a) or (c) of this Section 2.10),
plus the aggregate principal amount of Debt secured by Liens on Principal
Properties then outstanding (not including any such Debt secured by Liens
described in clauses (i) through (ix) of subsection (a) of Section 2.9)
which do not equally and ratably secure the Senior Notes, would not exceed 10%
of Consolidated Net Tangible Assets; or


 


(c)        the Company, within 180 days after any
such sale or transfer, applies or causes a Restricted Subsidiary to apply an
amount equal to the greater of the net proceeds of such sale or transfer or the
fair value, as determined by the Board of Directors, of the Principal Property
so sold and leased back at the time of entering into such Sale and Leaseback
Transaction to the retirement of Senior Notes or other Debt of the Company
(other than Debt subordinated to the Senior Notes), or Debt of any Restricted
Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary),
having a stated maturity (i) more than 12 months from the date of such
application or (ii) which is extendable at the option of the obligor
thereon to a date more than 12 months from the date of such application;
provided, that the amount to be so applied shall be reduced by (x) the
principal amount of Senior Notes delivered to the Trustee for retirement and
cancellation within 180 days after such sale or transfer, and (y) the
principal amount of any such Debt of the Company or a Restricted Subsidiary
other than Senior Notes voluntarily retired by the Company or a Restricted Subsidiary
within 180 days after such sale or transfer. 
Notwithstanding the foregoing, no retirement referred to in this
subdivision (c) may be effected by payment at Maturity.


 


Notwithstanding the foregoing, where the Company or any Restricted
Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable
Debt shall not include any Debt resulting from the guarantee by the Company or
any other Restricted Subsidiary of the lessee’s obligation thereunder.


 


Section 2.11.    Merger,
Consolidation and Sale of Assets. In addition to the covenants provided in Section 6.04
of the Base Indenture, the Company will not consolidate or merge with or into
any other entity, or sell other than for cash or lease its assets substantially
as 


 


7













 


an entirety to another entity, or purchase the assets of another entity
substantially as an entirety, if, as a result of any such consolidation,
merger, sale, lease or purchase, properties or assets of the Company would
become subject to a lien which would not be permitted by the Indenture, unless
the Company or such successor Person, as the case may be, takes such steps as
are necessary to effectively secure the Senior Notes equally and ratably with
(or prior to) all indebtedness secured thereby.


 


Section 2.12.    Events
of Default.  The term “Event of
Default” with respect to the Senior Notes shall mean


 


(a)     the failure of the Company to pay any
installment of interest on the Senior Notes when and as the same shall become
payable, which failure shall have continued unremedied for a period of 30 days;


 


(b)     the failure of the Company to pay the
principal of (and premium, if any, on) the Senior Notes, when and as the same
shall become payable, whether at maturity or by call for redemption;


 


(c)     the failure of the Company, subject to the
provisions of Section 6.06 of the Base Indenture, to perform any covenants
or agreements contained in the Indenture (other than a covenant or agreement
which has been expressly included in the Indenture solely for the benefit of a
series of Securities other than the Senior Notes and other than a covenant or
agreement a default in the performance of which is specifically addressed
elsewhere in this Section 2.12), which failure shall not have been
remedied, or without provision deemed to be adequate for the remedying thereof
having been made, for a period of 90 days after written notice shall have been
given to the Company by the Trustee or shall have been given to the Company and
the Trustee by Holders of 25% or more in aggregate principal amount of the
Senior Notes then Outstanding, specifying such failure, requiring the Company
to remedy the same and stating that such notice is a “Notice of Default”
hereunder;


 


(d)     default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Company or any Subsidiary
in an aggregate principal amount in excess of $100,000,000 whether such
indebtedness now exists or shall hereafter be created, which default shall
constitute a failure to pay any portion of the principal of such indebtedness
when due and payable after the expiration of any applicable grace period with
respect thereto or shall have resulted in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise have
become due and payable, without such indebtedness having been discharged, or
such acceleration having been rescinded or annulled, which continues for a period
of 30 days after written notice shall have been given to the Company by the
Trustee or shall have been given to the Company and the Trustee by Holders of
25% or more in aggregate principal amount of the Senior Notes then Outstanding,
specifying such default, requiring the Company to remedy the same and stating
that such notice is a “Notice of Default” hereunder;


 


(e)     the entry by a court having jurisdiction in
the premises of a decree or order for relief in respect of the Company in an
involuntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, 


 


8













 


insolvency or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Company or of
substantially all the property of the Company or ordering the winding-up or
liquidation of its affairs and such decree or order shall remain unstayed and
in effect for a period of 90 consecutive days; or


 


(f)      the commencement by the Company of a
voluntary case under the federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Company to
the entry of an order for relief in an involuntary case under any such law, or
the consent by the Company to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar
official) of the Company or of substantially all the property of the Company or
the making by it of an assignment for the benefit of creditors or the admission
by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance of any
action;


 


provided, however, that no event described in clause (c) or (d) above
shall constitute an Event of Default hereunder until a Responsible Officer assigned
to and working in the Trustee’s corporate trust department has actual knowledge
thereof or until a written notice of any such event is received by the Trustee
at the Corporate Trust Office, and such notice refers to the facts underlying
such event, the Senior Notes generally, the Company and the Indenture.


 


Section 2.13.    Appointment
of Agents.  The Trustee will
initially be the Security Registrar and Paying Agent for the Senior Notes.


 


Section 2.14.    Defeasance
upon Deposit of Moneys or U.S. Government Obligations.  At the Company’s option, either (a) the
Company shall be deemed to have been Discharged from its obligations with
respect to the Senior Notes on the first day after the applicable conditions
set forth in Section 12.03 of the Base Indenture have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 6.04 of the Base Indenture and
Sections 2.9, 2.10 and 2.11 with respect to the Senior Notes at any time after
the applicable conditions set forth in Section 12.03 have been satisfied.


 


ARTICLE 3.


 


FORM OF
NOTES


 


Section 3.1.      Form of
Senior Notes.  The Senior Notes and
the Trustee’s Certificate of Authentication to be endorsed thereon are to be
substantially in the form set forth in Exhibit A and Exhibit B
hereto.


 


ARTICLE 4.


 


ORIGINAL
ISSUE OF NOTES


 


Section 4.1.      Original
Issue of Senior Notes.  The Senior
Notes may, upon execution of this Third Supplemental Indenture, be executed by
the Company and delivered to 


 


9













 


the Trustee for authentication, and the Trustee shall, upon Company
order, authenticate and deliver such Senior Notes as in such Company order
provided.


 


ARTICLE 5.


 


MISCELLANEOUS


 


Section 5.1.      Ratification
of Indenture.  The Base Indenture, as
supplemented by this Third Supplemental Indenture, is in all respects ratified
and confirmed, and this Third Supplemental Indenture shall be deemed part of
the Base Indenture in the manner and to the extent herein and therein provided;
provided that the provisions of this Third Supplemental Indenture apply solely
with respect to the Senior Notes.


 


Section 5.2.      Trustee
Not Responsible for Recitals.  The
recitals herein contained are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof.  The Trustee makes no representation as to the
validity or sufficiency of this Third Supplemental Indenture.


 


Section 5.3.      Governing
Law.  This Third Supplemental
Indenture and each Senior Note shall be deemed to be contracts made under the
law of the State of New York, and for all purposes shall be governed by and
construed in accordance with the law of said State.


 


Section 5.4.      Separability.  In case any provision in this Indenture or in
the Senior Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


Section 5.5.      Counterparts.  This Third Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.


 


10













 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed, all as of the day and year first above written.


 


 


	
   

  	
  EQT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Philip P. Conti

  
	
   

  	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mary Miselis

  
	
   

  	
   

  	
  Name:

  	
  Mary Miselis

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 












 


EXHIBIT
A


 


[FORM OF FACE OF
SECURITY]


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


A-1













 


CUSIP No. 26884LAA7


 


EQT CORPORATION

8.125% SENIOR NOTES DUE 2019


 


	
  No. R-1

  	
   

  	
  $500,000,000

  
	
   

  	
   

  	
  As revised by the

  Schedule of Increases

  or Decreases in

  Global Security

  attached hereto

  



 


Interest. 
EQT Corporation, a corporation duly organized and existing under the
laws of the Commonwealth of Pennsylvania (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of 500 million dollars ($500,000,000), as
revised by the Schedule of Increases or Decreases in Global Security attached
hereto, on June 1, 2019 and to pay interest thereon from May 15, 2009
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually in arrears on June 1 and December 1
in each year, commencing December 1, 2009 at the rate of 8.125% per annum,
until the principal hereof is paid or made available for payment.


 


Method of
Payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Record
Date for such interest, which shall be May 15 or November 15, as the
case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice thereof having been given to Holders of
Securities of this series not less than 10 days prior to such Special Record Date,
all as more fully provided in said Indenture. 
Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the Corporate Trust Office in U.S. Dollars.


 


Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Authentication. 
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 


A-2













 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.


 


Dated: May 15, 2009


 


 


	
   

  	
  EQT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


Dated:


 


THE BANK OF NEW YORK
MELLON


 


as Trustee, certifies 

that this is one of

the Securities referred 

to in the Indenture.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


A-3













 


[FORM OF REVERSE OF
SECURITY]


 


Indenture. 
This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of March 18, 2008, between EQT
Corporation (the “Company”), as successor, and The Bank of New York Mellon, as
trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), as supplemented and amended by a First Supplemental
Indenture, dated March 18, 2008, by a Second Supplemental Indenture, dated
June 30, 2008, and by a Third Supplemental Indenture, dated May 15,
2009 (as so supplemented, herein called the “Indenture”), between the Company
and the Trustee, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $ 700,000,000.


 


Optional
Redemption.  The Securities of this series are subject to
redemption at the Company’s option, at any time and from time to time, in whole
or in part, at a Redemption Price equal to the greater of (i) 100% of the
principal amount to be redeemed plus accrued and unpaid interest thereon to the
Redemption Date, and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities to be redeemed
(exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30 day months) at the applicable Treasury Rate (as defined below) plus
50 basis points plus accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date.


 


For
purposes of determining the optional redemption price, the following
definitions are applicable:


 


“Treasury
Rate” means, with respect to any Redemption Date for the Securities, the rate
per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that Redemption Date.


 


The
Treasury Rate will be calculated on the third business day preceding the
Redemption Date.


 


“Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (“remaining
life”) of the Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining terms of the
Securities.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date:


 


A-4













 


(a)        the average of four Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or


 


(b)        if the Independent Investment Banker is
unable to obtain at least four such Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations obtained by the Independent
Investment Banker.


 


“Independent
Investment Banker” means one of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC, as specified by the Company, or if these firms
are unwilling or unable to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by
the Company.


 


“Reference
Treasury Dealer” means Banc of America Securities LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and a Primary
Treasury Dealer (as defined below) selected by Wachovia Capital Markets, LLC or
their affiliates which are primary U.S. government securities dealers (and
their respective successors), provided however, that if any of the foregoing
shall cease to be a primary U.S. government securities dealer (a “Primary
Treasury Dealer”), the Company will substitute therefor another Primary
Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date for the notes, an average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue for the notes (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at
3:30 p.m., New York City time, on the third business day preceding such
redemption date.


 


Notice
of any redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each registered holder of notes to be
redeemed.  Unless the Company defaults in
payment of the redemption price, on and after the redemption date, interest
will cease to accrue on the notes or portions of the notes called for
redemption.  If fewer than all of the
notes are to be redeemed, the Trustee will select, not more than 60 days prior
to the redemption date, the particular notes or portions thereof for redemption
from the outstanding notes not previously called by such method as the Trustee
deems fair and appropriate.


 


Except
as set forth above, the Securities will not be redeemable by the Company prior
to maturity and will not be entitled to the benefit of any sinking fund.


 


Defaults
and Remedies.  If an Event of
Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.


 


Amendment,
Modification and Waiver.  The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the 


 


A-5













 


Holders
of a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. 
The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


Restrictive
Covenants.  The Indenture does not limit unsecured debt
of the Company or any of its Subsidiaries. 
It does limit certain mortgages, liens and sale-leaseback transactions.  The limitations are subject to a number of
important qualifications and exceptions. 
Once a year the Company must report to the Trustee on compliance with
the limitations.


 


Denominations,
Transfer and Exchange.  The
Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and in integral multiples of $1,000 in excess
thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the Registrar
accompanied by a written request for transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Persons
Deemed Owners.  Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


Miscellaneous. 
The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law rules of said State.


 


All
terms used in this Security and not defined herein shall have the meanings
assigned to them in the Indenture.


 


A-6













 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY


 


The
following increases or decreases in this Global Security have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Security

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Principal Amount of

  this Global Security

  following each

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


A-7












 


EXHIBIT B


 


[FORM OF FACE OF SECURITY]


 


UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


B-1













 


CUSIP No. 26884LAA7


 


EQT CORPORATION

8.125% SENIOR NOTES DUE 2019


 


	
  No. R-2

  	
  $200,000,000

  As revised by the

  Schedule of Increases

  or Decreases in

  Global Security

  attached hereto

  



 


Interest.  EQT Corporation, a corporation duly organized
and existing under the laws of the Commonwealth of Pennsylvania (herein called
the “Company”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co.
or registered assigns, the principal sum of 
200 million dollars ($200,000,000), as revised by the Schedule of
Increases or Decreases in Global Security attached hereto, on June 1, 2019
and to pay interest thereon from May 15, 2009 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year,
commencing December 1, 2009 at the rate of 8.125% per annum, until the
principal hereof is paid or made available for payment.


 


Method of
Payment.  The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Record Date for such interest, which shall be May 15
or November 15, as the case may be, next preceding such Interest Payment
Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice thereof having been given
to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, all as more fully provided in said Indenture.  Payment of the principal of (and premium, if
any) and any such interest on this Security will be made at the Corporate Trust
Office in U.S. Dollars.


 


Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Authentication.  Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


B-2













 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.


 


Dated: May 15,
2009


 


 


	
   

  	
  EQT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


Dated:


THE BANK OF NEW YORK MELLON


as Trustee, certifies 

that this is one of

the Securities referred 

to in the Indenture.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


B-3













 


[FORM OF REVERSE OF SECURITY]


 


 


Indenture.  This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of March 18,
2008, between EQT Corporation (the “Company”), as successor, and The Bank of
New York Mellon, as trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), as supplemented and amended by a
First Supplemental Indenture, dated March 18, 2008, by a Second
Supplemental Indenture, dated June 30, 2008, and by a Third Supplemental
Indenture, dated May 15, 2009 (as so supplemented, herein called the “Indenture”),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated
on the face hereof, initially limited in aggregate principal amount to $
700,000,000.


 


Optional
Redemption.  The
Securities of this series are subject to redemption at the Company’s option, at
any time and from time to time, in whole or in part, at a Redemption Price
equal to the greater of (i) 100% of the principal amount to be redeemed
plus accrued and unpaid interest thereon to the Redemption Date, and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Securities to be redeemed (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30 day months) at the applicable
Treasury Rate (as defined below) plus 50 basis points plus accrued and unpaid
interest on the principal amount being redeemed to the Redemption Date.


 


For purposes of
determining the optional redemption price, the following definitions are
applicable:


 


“Treasury Rate”
means, with respect to any Redemption Date for the Securities, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.


 


The Treasury Rate
will be calculated on the third business day preceding the Redemption Date.


 


“Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (“remaining
life”) of the Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining terms of the
Securities.


 


“Comparable
Treasury Price” means, with respect to any Redemption Date:


 


B-4













 


(c)        the average of four Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or


 


(d)        if the Independent Investment Banker is
unable to obtain at least four such Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations obtained by the Independent
Investment Banker.


 


“Independent
Investment Banker” means one of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC, as specified by the Company, or if these firms
are unwilling or unable to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by
the Company.


 


“Reference
Treasury Dealer” means Banc of America Securities LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and a Primary
Treasury Dealer (as defined below) selected by Wachovia Capital Markets, LLC or
their affiliates which are primary U.S. government securities dealers (and
their respective successors), provided however, that if any of the foregoing
shall cease to be a primary U.S. government securities dealer (a “Primary
Treasury Dealer”), the Company will substitute therefor another Primary
Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date for the notes, an average, as determined by the
Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue for the notes (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at
3:30 p.m., New York City time, on the third business day preceding such redemption
date.


 


Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each registered holder of notes to be redeemed.  Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the notes or portions of the notes called for redemption.  If fewer than all of the notes are to be
redeemed, the Trustee will select, not more than 60 days prior to the
redemption date, the particular notes or portions thereof for redemption from
the outstanding notes not previously called by such method as the Trustee deems
fair and appropriate.


 


Except as set
forth above, the Securities will not be redeemable by the Company prior to
maturity and will not be entitled to the benefit of any sinking fund.


 


Defaults
and Remedies.  If an Event of Default with
respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


Amendment,
Modification and Waiver. 
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the 


 


B-5













 


Holders
of a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. 
The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


Restrictive
Covenants.  The
Indenture does not limit unsecured debt of the Company or any of its
Subsidiaries.  It does limit certain
mortgages, liens and sale-leaseback transactions.  The limitations are subject to a number of important
qualifications and exceptions.  Once a
year the Company must report to the Trustee on compliance with the limitations.


 


Denominations,
Transfer and Exchange.  The Securities of this series are
issuable only in registered form without coupons in denominations of $2,000 and
in integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registerable in the Security Register, upon surrender of this
Security for registration of transfer at the Registrar accompanied by a written
request for transfer in form satisfactory to the Company and the Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


No service charge
shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Persons
Deemed Owners.  Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


Miscellaneous.  The Indenture and this Security shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the conflicts of law rules of said State.


 


All terms used in
this Security and not defined herein shall have the meanings assigned to them
in the Indenture.


 


B-6













 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The following increases
or decreases in this Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Security

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Principal Amount of

  this Global Security

  following each

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


B-7