Exhibit 4.01(g)


 


EQUITABLE RESOURCES, INC. (FORMED IN 1926)


 


AND


 


EQUITABLE RESOURCES, INC. (FORMED IN 2008)


 


TO


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


FORMERLY KNOWN AS BANKERS TRUST COMPANY,


 


SUCCESSOR TO PITTSBURGH NATIONAL BANK, TRUSTEE


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of June 30, 2008


 

















 


This Second Supplemental Indenture, dated as of June 30, 2008, among Equitable Resources, Inc., a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”),
having its principal executive office at 225 North Shore Drive, Pittsburgh, Pennsylvania 15212,
Equitable Resources, Inc., a
corporation formed on June 10, 2008 and duly organized and existing under
the laws of the Commonwealth of Pennsylvania (herein called “New EQT”)
and Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, successor to Pittsburgh National Bank,
a New York banking corporation (herein called the “Trustee”) under the
Indenture dated as of April 1, 1983 (the “Indenture”) from the Company.


 


WITNESSETH THAT:


 


WHEREAS, Section 901(1) of the Indenture
provides that, without the consent of the Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time may enter into one or more
supplemental indentures for the purpose of evidencing the succession of another
corporation to the Company, or successive successions, and the assumption by
any such successor of the covenants of the Company in the Indenture and in the
Securities;


 


WHEREAS,
pursuant to Section 801 of the Indenture, the Company may convey, lease or
otherwise dispose of its property substantially as an entirety to any other
corporation authorized to acquire the same; provided, among other things, that
such Person shall expressly assume, by a supplemental indenture executed and
delivered to the Trustee and in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on all
Outstanding Securities and the performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company;


 


WHEREAS,
the Company has transferred to New EQT
all of Equitable’s Production and Midstream businesses and all corporate assets
and liabilities;


 


WHEREAS,
New EQT will assume all the rights and obligations of, and succeed to and be
substituted for, the Company under the Indenture and the Securities;


 


WHEREAS,
to evidence the assumption of the obligations under the Indenture and the
Securities by New EQT and the release of the Company from its liabilities and
obligations under or with respect to the Securities and the Indenture in
accordance with Sections 801 and 802 of the Indenture, New EQT has agreed to
execute and deliver this Second Supplemental Indenture;


 


WHEREAS, the following series of Securities have been
created prior to the execution hereof:  8.48% to 9.00% Medium Term Notes Series A,
due 2006 thru 2021; 7.30% to 7.55% Medium Term Notes Series B, due 2013
thru 2023; 6.78% to 7.60% Medium Term Notes Series C, due 2007 thru 2018;


 


WHEREAS, the execution of this Second Supplemental
Indenture has been duly authorized by the Board of Directors of the Company;


 


WHEREAS,
the Company has delivered, or caused to be delivered, to the Trustee, an
Officers’ Certificate and an Opinion of Counsel meeting the requirements of Section 803
of the Indenture;


 


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WHEREAS,
the Company and the Trustee have received a direction to enter into this Second
Supplemental Indenture from the holders of at least a majority in principal
amount of the outstanding Notes of each series;


 


NOW THEREFORE THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH:


 


For and in consideration of the premises, and intending
to be legally bound hereby, mutually covenant and agree, for the equal and
proportionate benefit of all Holders of the Securities or of any series
thereof, as follows:


 


ARTICLE ONE


 


ASSUMPTION OF OBLIGATIONS


 


SECTION 101. Assumption of Obligations under
Indenture.  New EQT hereby fully and unconditionally
assumes the due and punctual payment of the principal of (and premium if any),
and interest on the Notes and the performance and observance of all of the
covenants and conditions of the Indenture to be performed by the Company.


 


ARTICLE TWO


 


MISCELLANEOUS PROVISIONS


 


SECTION 201.
Terms Defined.  For all purposes of this Second Supplemental
Indenture, capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture.


 


SECTION 202.
Effect of Supplemental Indenture.  Upon the execution and delivery of this
Second Supplemental Indenture by New EQT, the Company and the Trustee, the
Indenture shall be supplemented in accordance herewith, and this Second
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
under the Indenture shall be bound thereby. In accordance with Section 802
of the Indenture, upon the execution and delivery of this Second Supplemental
Indenture by New EQT, the Company and the Trustee, New EQT shall succeed to and
be substituted for the Company with the same effect as if it had been named
therein as the party of the first part and the Company shall be released and
relieved in accordance with Section 802 of the Indenture.


 


SECTION 203.
Indenture and Supplemental Indenture Construed Together.  This Second Supplemental Indenture is an
indenture supplemental to and in implementation of the Indenture, and the
Indenture and this Second Supplemental Indenture shall henceforth be read and
construed together.


 


SECTION 204.
Multiple Counterparts.  The parties may sign multiple counterparts of
this Second Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent the same agreement.


 


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SECTION 205. Endorsement and Change of Form of
Notes.  Any Notes
authenticated and delivered after the date of this Second Supplemental
Indenture in exchange or substitution for Notes then outstanding and all Notes
presented or delivered to the Trustee on and after that date for such purpose
shall (unless textually revised as hereinafter provided) be stamped or
typewritten by the Trustee with a notation as follows:


 


“New EQT, Inc., a Pennsylvania corporation (“New EQT”), has
assumed the obligations of Equitable Resources, Inc. (the “Company”) as
successor to the Company in connection with the transfer of the properties and
assets of the Company substantially as an entirety. New EQT has expressly
assumed the due and punctual payment of the principal of (and premium, if any),
and interest on all of the Notes and the due and punctual performance and
observance of all of the of covenants and conditions in the Indenture to be
performed by the Company, and the Company will be relieved from all covenants
and obligations under the Notes, the Securities and the Indenture in accordance
with the Second Supplemental Indenture referred to below. The Indenture dated
as of April 1, 1983 referred to in this Note has been amended by a Second
Supplemental Indenture dated as of June 30, 2008 to provide for
such assumptions of obligations by New EQT and the release of the Company from
such obligations. Reference is hereby made to said Second Supplemental
Indenture, copies of which are on file with Deutsche Bank Trust Company
Americas, as Trustee, for a description of the amendments therein made.”


 


Any Notes hereafter authenticated and delivered in exchange or
substitution for Notes then outstanding shall, if New EQT so elects, be
textually revised in a form approved by the Trustee to make reference to the
Second Supplemental Indenture and to reflect the supplement of the Indenture
hereby instead of being stamped or typewritten as hereinabove provided.


 


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


 


	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (Formed in 1926)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Crockard, III

  
	
   

  	
  Name: James E. Crockard, III

  
	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  
	
  Attest:

  	
   /s/ Kimberly
  L. Sachse

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
  (Formed in 2008)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  
	
   

  	
  Name: Philip P. Conti

  
	
   

  	
  Title: 

  	
  Senior Vice President and
  Chief

  Financial Officer

  
	
   

  	
   

  
	
  Attest:

  	
   /s/ Kimberly
  L. Sachse

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  
	
   

  	
  AMERICAS, formerly
  known as

  
	
   

  	
  BANKERS TRUST COMPANY,

  
	
   

  	
  successor to PITTSBURGH
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By: Deutsche Bank
  National Trust Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Contino

  
	
   

  	
  Name:

  	
  David Contino

  
	
   

  	
  Title:

  	
  Vice President 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Deutsche Bank
  National Trust Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irina Golovashchuk

  
	
   

  	
  Name:

  	
  Irina Golovashchuk

  
	
   

  	
  Title:

  	
  Assistant Vice
  President 

  
							



 


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