Exhibit 4.04(b)


 


FIRST AMENDMENT TO
CREDIT AGREEMENT


(Commitment
Increase, Extension of Maturity Date, and


Amendment To
Credit Agreement)


 


This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
entered into effective as of December 14, 2005 (the “Increase and Amendment Effective
Date”), among EQUITABLE RESOURCES, INC., a Pennsylvania
corporation, as borrower (the “Borrower”), the financial institutions parties to the
Credit Agreement hereinafter referenced (collectively, the “Lenders”), BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”),
a letter of credit issuer, and swing line lender, and JPMORGAN CHASE BANK,
N.A., as syndication agent and an L/C Issuer.


 


WHEREAS, the Borrower, the Lenders, the Administrative
Agent, and the other agents named therein are parties to that certain Credit
Agreement dated as of August 11, 2005 (the “Credit Agreement”); and


 


WHEREAS,
the Borrower has elected to increase the Commitments pursuant to Section 2.15 of the Credit Agreement; and


 


WHEREAS,
the Borrower has requested that the Credit Agreement be amended to increase the
Letter of Credit Sublimit to $1,000,000,000, and that Section 2.15 of the Credit Agreement be
amended to permit an additional one-time increase in the Commitments in the
future up to $1,500,000,000; and


 


WHEREAS, the Borrower has obtained the regulatory approvals
required for extension of the Stated Maturity Date to August 10, 2010, and on
the Increase and Amendment Effective Date the Borrower will deliver the
remaining documentation required pursuant to Section
2.14(a) of the Credit Agreement as a condition to such extension.


 


NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto hereby agree as
follows:


 


SECTION 1.           Definitions. Unless otherwise defined in this Amendment, terms used in this Amendment
which are defined in the Credit Agreement shall have the meanings assigned to
such terms in the Credit Agreement. The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall
apply to this Amendment.


 


SECTION 2.           Extension of Stated Maturity Date Pursuant to Section 2.14 of the Credit Agreement. Effective
as of the Increase and Amendment Effective Date, the Stated Maturity Date is
extended to August 10, 2010. Notice by the Administrative Agent pursuant
to Section 5(c)
of this Amendment shall constitute notice of the extension of the Stated
Maturity Date as required by the last sentence of Section 2.14(a) of the Credit Agreement.


 


SECTION 3.           Increase in Commitments Pursuant to Section 2.15 of the Credit Agreement.


 


(a) Effective as of the Increase and Amendment
Effective Date, the aggregate amount of the Commitments is increased to
$1,000,000,000 and Schedule
2.01 of the Credit Agreement (Commitments and Pro Rata Shares) is revised to read as
set forth on Schedule 2.01 attached hereto.


 


(b)           To the extent that Section 2.15 of the Credit Agreement
requires notice(s) to Lenders that are different than those that have been
given in connection with this Amendment, the Lenders waive such requirements,
and agree that the increase in Commitments herein described is effective and
the conditions


 

















 


of Section 2.15 of the Credit Agreement
are deemed satisfied as of the Increase and Amendment Effective Date.


 


SECTION 4.           Amendments to Credit Agreement. Effective as of the Increase and Amendment
Effective Date, the Credit Agreement is hereby amended as follows:


 


(a)           The definition of “L/C Issuer”  is hereby amended by deleting “$325,000,000”
and inserting “$500,000,000” in lieu thereof.


 


(b)           The definition of “Letter of Credit Sublimit”
is hereby amended by deleting “$650,000,000” and inserting “$1,000,000,000” in
lieu thereof.


 


(c)           Section 2.15 (Increase in
Commitments) is hereby amended by deleting the number “$1,000,000,000” each
time that it appears and inserting “$1,500,000,000” in lieu thereof.


 


SECTION 5.           Conditions to Increase and Amendment Effective Date.


 


(a) This Amendment shall be effective on the Increase and
Amendment Effective Date, subject to satisfaction of the following conditions
precedent:


 


(i) The Administrative Agent shall
have received the following, each of which shall be originals or facsimiles
(followed promptly by originals), each dated as of the Increase and Amendment
Effective Date and each in form and substance satisfactory to the
Administrative Agent:


 


(A) counterparts of this Amendment,
executed by the Borrower, the Required Lenders, and each Lender whose
Commitment is hereby increased;


 


(B) corporate resolutions certified
by the Secretary or Assistant Secretary of the Borrower meeting the
requirements of Section 2.14(a)(iii) and
Section 2.15(b)(i) of the Credit
Agreement;


 


(C) 
an opinion of counsel to the Borrower (I) opining that the execution,
delivery and performance of the First Amendment satisfy the matters set forth
in paragraph 2 of the opinion of internal counsel attached as Exhibit E-2 to
the Credit Agreement, and (II) meeting the requirements of Section 2.14(a)(ii),  Section
2.15(b)(i) and Section
2.15(b)(iv) of the Credit Agreement;


 


(D) a certificate of a Responsible
Officer of the Borrower (I) certifying as to the matters required by Section 2.15(b)(ii) of the Credit
Agreement, and (II) certifying that attached to such certificate are true and
correct copies of the Securities Certificate registered with the Pennsylvania
Public Utility Commission and the Order of the Pennsylvania Public Utility
Commission approving the Borrower’s incurring indebtedness under the Credit
Agreement in the amount of $1,000,000,000 and with a maturity date of the
August 10, 2010; and


 


(E) to the extent requested by any
Lender, a Note in a maximum principal amount equal to such Lender’s Commitment,
which Note shall be a renewal and replacement of, and shall be given in
substitution and exchange for, but not in payment of, those Notes held by such
Lender prior to the date hereof.


 


(b) The Borrower shall have paid all fees and expenses that
are required to be paid as of the Increase and Amendment Effective Date.


 

















 


(c) The Administrative Agent shall notify the Borrower and
the Lenders when it has received the documents required by this Section 5 as a
condition to the Increase and Amendment Effective Date.


 


SECTION 6.           Acknowledgment and Ratification. The Borrower agrees and acknowledges that the
execution, delivery, and performance of this Amendment shall, except as
expressly provided herein, in no way release, diminish, impair, reduce, or
otherwise affect the obligations of the Borrower under the Loan Documents,
which Loan Documents shall remain in full force and effect.


 


SECTION 7.           Borrower’s
Representations and Warranties. The
Borrower represents and warrants to the Lenders (with the knowledge and intent
that the Lenders are relying upon the same in entering into this Amendment)
that as of the Increase and Amendment Effective Date and as of the date of its
execution of this Amendment, before and after giving effect to the increase in
Commitments described herein, that:


 


(a)           (i) the representations and warranties set
forth in the Credit Agreement are true and correct in all material respects as
though made on the date hereof, except to the extent that any of them speak to
a different specific date, in which case they are true and correct as of such
earlier date, and (ii) no Default or Event of Default exists;


 


(b)           the execution, delivery and performance by the
Borrower of this Amendment have been duly authorized by all necessary corporate
action, and do not and will not contravene the terms of any of the Borrower’s
organizational documents or any Law or any indenture or loan or credit
agreement or any other material agreement or instrument to which the Borrower
is a party or by which it is bound or to which it or its properties are
subject;


 


(c)           no authorizations, approvals or consents of, and no
filings or registrations with, any Governmental Authority or any other person
are necessary for the execution, delivery or performance by the Borrower of
this Amendment or for the validity or enforceability thereof, or for the
borrowing by the Borrower of the full amount of the Commitments as increased
hereby, other than routine informational filings with the SEC and/or other
Governmental Authorities; and


 


(d)           this Amendment constitutes the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally or by equitable principles relating
to enforceability, and by judicial discretion regarding the enforcement of or
any applicable laws affecting remedies (whether considered in a court of law or
a proceeding in equity).


 


SECTION
8.           Administrative Agent, L/C Issuers and Lenders Make
No Representations or Warranties.
None of the Administrative Agent, the L/C Issuers, nor any Lender (a) makes any
representation or warranty nor assumes any responsibility with respect to any
statements, warranties, or representations made in or in connection with the
Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency, or value of the Credit Agreement, the Loan Documents,
or any other instrument or document furnished pursuant thereto, or (b) makes
any representation or warranty nor assumes any responsibility with respect to
the financial condition of the Borrower or any other Person or the performance
or observance by such Persons of any of their obligations under the Loan
Documents, or any other instrument or document furnished pursuant thereto.


 


SECTION 9.           Payment of Attorney Costs. The Borrower agrees to pay the reasonable Attorney
Costs of the Administrative Agent incurred in connection with the preparation,
execution and delivery of this Amendment and any other documents executed by
the Borrower in connection herewith.


 

















 


SECTION 10.         Effect of Amendment.


 


(a)           This Amendment (i) except as expressly provided
herein, shall not be deemed to be a consent to the modification or waiver of
any other term or condition of the Credit Agreement or of any of the
instruments or agreements referred to therein and (ii) shall not prejudice any
right or rights which the Administrative Agent or the Lenders may now have
under or in connection with the Credit Agreement, as amended by this Amendment.
Except as otherwise expressly provided by this Amendment, all of the terms,
conditions and provisions of the Credit Agreement shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit Agreement, as
amended hereby, shall continue in full force and effect, and that this
Amendment and such Credit Agreement shall be read and construed as one
instrument.


 


(b)           From and after the Increase and Amendment Effective
Date, (i) each reference in the Credit Agreement, including the schedules and
exhibits thereto and the other documents delivered in connection therewith, to
the “Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or
words of like import, shall mean and be a reference to the Credit Agreement as
amended hereby, and (ii) each reference in the Credit Agreement, including the
schedules and exhibits thereto and the other documents delivered in connection
therewith, to “$650,000,000” shall be deemed to be and shall be a reference to “$1,000,000,000”.


 


SECTION 11.         Miscellaneous. This Amendment shall for all purposes be construed in accordance with
and governed by the laws of the State of New York and applicable federal law. The
captions in this Amendment are for convenience of reference only and shall not define
or limit the provisions hereof. This Amendment may be executed in separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one instrument. In proving
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart. This Amendment, and any documents required or requested
to be delivered pursuant to Section 3 hereof, may be delivered by facsimile
transmission of the relevant signature pages hereof and thereof, as applicable.
This Amendment shall be a “Loan Document” as defined in the Credit Agreement.


 


SECTION 0.           Entire Agreement. THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT) AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


 


[SIGNATURES BEGIN ON NEXT PAGE]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
date and year first above written.


 


	
   

  	
  EQUITABLE
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  	
   

  
	
   

  	
  Name:

  	
  Philip
  P. Conti

  
	
   

  	
  Title:

  	
  Vice
  President, CFO and Treasurer

  
					



 


 


[Signature Page to First
Amendment to

Equitable Resources, Inc. Revolving Credit Agreement]


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald E. McKaig

  	
   

  
	
   

  	
  Name:

  	
  Ronald
  E. McKaig

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as a
  Lender, an L/C Issuer, and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald E. McKaig

  	
   

  
	
   

  	
  Name:

  	
  Ronald
  E. McKaig

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
  as a
  Lender and an L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Kingswell-Smith

  	
   

  
	
   

  	
  Name:

  	
  Charles
  Kingswell-Smith

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI, LTD.,

  HOUSTON AGENCY,

  
	
   

  	
  as a
  Lender and Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelton Glasscock

  	
   

  
	
   

  	
  Name:

  	
  Kelton
  Glasscock

  
	
   

  	
  Title:

  	
  Vice-President
  & Manager

  
					



 

















 


	
   

  	
  CITIBANK,
  N.A.,

  
	
   

  	
  as a
  Lender and Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Harrity, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Robert
  J. Harrity, Jr.

  
	
   

  	
  Title:

  	
  Managing
  Director

  
					



 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
  as a
  Lender and Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas A. Majeski

  	
   

  
	
   

  	
  Name:

  	
  Thomas
  A. Majeski

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  BARCLAYS
  BANK PLC,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Barton

  	
   

  
	
   

  	
  Name:

  	
  David
  Barton

  
	
   

  	
  Title:

  	
  Associate
  Director

  
					



 

















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK BRANCH,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcus Tarkington

  	
   

  
	
   

  	
  Name:

  	
  Marcus
  Tarkington

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rainer Meier

  	
   

  
	
   

  	
  Name:

  	
  Rainer
  Meier

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 

















 


	
   

  	
  HARRIS
  NESBITT FINANCING, INC.,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cahal Carmody

  	
   

  
	
   

  	
  Name:

  	
  Cahal
  Carmody

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  MELLON
  BANK, N.A.,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark W. Rogers

  	
   

  
	
   

  	
  Name:

  	
  Mark
  W. Rogers

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kelley Brandenburg

  	
   

  
	
   

  	
  Name:

  	
  Kelley
  Brandenburg

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Pritchett

  	
   

  
	
   

  	
  Name:

  	
  Paul
  Pritchett

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 

















 


	
   

  	
  BNP
  PARIBAS,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Betsy Jocher

  	
   

  
	
   

  	
  Name:

  	
  Betsy
  Jocher

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Polly Schott

  	
   

  
	
   

  	
  Name:

  	
  Polly
  Schott

  
	
   

  	
  Title:

  	
  Vice
  President

  
						



 

















 


	
   

  	
  FIFTH
  THIRD BANK,

  
	
   

  	
  as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jim Janovsky

  	
   

  
	
   

  	
  Name:

  	
  Jim
  Janovsky

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


SCHEDULE 2.01


 


COMMITMENTS


AND PRO RATA SHARES


 


	
  Institution

  	
   

  	
  Allocation

  	
   

  	
  Percentage

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  $

  	
  107,500,000

  	
   

  	
  10.750000000

  	
  %

  
	
  JPMorgan Chase
  Bank, N.A.

  	
   

  	
  $

  	
  107,500,000

  	
   

  	
  10.750000000

  	
  %

  
	
  The Bank of
  Tokyo-Mitsubishi, Ltd.

  	
   

  	
  $

  	
  90,000,000

  	
   

  	
  9.000000000

  	
  %

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  90,000,000

  	
   

  	
  9.000000000

  	
  %

  
	
  PNC Bank,
  National Association

  	
   

  	
  $

  	
  90,000,000

  	
   

  	
  9.000000000

  	
  %

  
	
  Barclays Bank
  PLC

  	
   

  	
  $

  	
  77,500,000

  	
   

  	
  7.750000000

  	
  %

  
	
  Deutsche Bank AG
  New York Branch

  	
   

  	
  $

  	
  77,500,000

  	
   

  	
  7.750000000

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  77,500,000

  	
   

  	
  7.750000000

  	
  %

  
	
  Wachovia Bank,
  National Association

  	
   

  	
  $

  	
  77,500,000

  	
   

  	
  7.750000000

  	
  %

  
	
  BNP Paribas

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  5.000000000

  	
  %

  
	
  Mellon Bank,
  N.A.

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  5.000000000

  	
  %

  
	
  Harris Nesbitt
  Financing, Inc.

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  4.500000000

  	
  %

  
	
  Fifth Third Bank

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  3.500000000

  	
  %

  
	
  The Bank of New
  York

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  2.500000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Commitments

  	
   

  	
  $

  	
  1,000,000,000

  	
   

  	
  100.000000000

  	
  %

  



 


 


[Signature Page to First
Amendment to


Equitable Resources, Inc.
Revolving Credit Agreement]