Exhibit 4.03


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated September 30,
2005 (the “Agreement”) is entered into by and among Equitable Resources, Inc.,
a Pennsylvania corporation (the “Company”), J.P. Morgan Securities Inc. and Banc
of America Securities LLC (together, the “Representatives”) and the other
Initial Purchasers named on Schedule 1 to the Purchase Agreement (together
with the Representatives, the “Initial Purchasers”). The Company and the
Initial Purchasers are parties to the Purchase Agreement dated September 27,
2005 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $150,000,000 aggregate principal amount of the
Company’s 5% Notes due 2015 (the “Securities”). 
As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in this
Agreement.  The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.


 


In consideration of the foregoing, the parties
hereto agree as follows:


 


1.             Definitions.  As used in this Agreement, the
following terms shall have the following meanings:


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 


“Closing Date” shall mean the Closing Date as
defined in the Purchase Agreement.


 


“Company” shall have the meaning set forth in the
preamble and shall also include the Company’s successors.


 


“Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended from time to time.


 


“Exchange Dates” shall have the meaning set forth in
Section 2(a)(ii) hereof.


 


“Exchange Offer” shall mean the exchange offer by
the Company of Exchange Securities for Transfer Restricted Securities pursuant
to Section 2(a) hereof.


 


“Exchange Offer Registration” shall mean a
registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration Statement” shall mean
an exchange offer registration statement on Form S-4 (or, if applicable,
on another appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.


 





















 


“Exchange Securities” shall mean senior notes issued
by the Company under the Indenture containing terms identical to the Securities
(except that the Exchange Securities will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure to comply with
this Agreement) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.


 


“Holders” shall mean the Initial Purchasers, for so
long as they own any Transfer Restricted Securities, and each of their
successors, assigns and direct and indirect transferees who become owners of
Transfer Restricted Securities under the Indenture; provided that for purposes
of Sections 4 and 5 of this Agreement, the term “Holders” shall include
Participating Broker-Dealers.


 


“Initial Purchasers” shall have the meaning set
forth in the preamble.


 


“Indenture” shall mean the Indenture relating to the
Securities dated as of July 1, 1996 between the Company and The Bank of
New York, as successor trustee to Bank of Montreal Trust Company.


 


“Majority Holders” shall mean the Holders of a
majority of the aggregate principal amount of outstanding Transfer Restricted
Securities; provided that whenever the consent or approval of Holders of a
specified percentage of Transfer Restricted Securities is required hereunder,
Transfer Restricted Securities owned directly or indirectly by the Company or
any of its affiliates shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage or amount.


 


“Participating Broker-Dealers” shall have the
meaning set forth in Section 4(a) hereof.


 


“Person” shall mean an individual, partnership,
limited liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Prospectus” shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such
prospectus as amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any portion
of the Transfer Restricted Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and
in each case including any document incorporated by reference therein.


 


“Purchase Agreement” shall have the meaning set
forth in the preamble.


 


“Registration Default” shall have the meaning set
forth in Section 2(d).


 


“Registration Expenses” shall mean any and all
expenses incident to performance of or compliance by the Company with this
Agreement, including without limitation: (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration


 


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and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees
and disbursements of counsel for any Underwriters or Holders in connection with
blue sky qualification of any Exchange Securities or Transfer Restricted
Securities), (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee
and its counsel, (vii) the fees and disbursements of counsel for the
Company and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent
public accountants of the Company, including the expenses of any special audits
or “comfort” letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above)
or the Holders and underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of Transfer Restricted Securities
by a Holder.


 


“Registration Statement” shall mean any registration
statement of the Company that covers any of the Exchange Securities or Transfer
Restricted Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.


 


“SEC” shall mean the Securities and Exchange
Commission.


 


“Securities Act” shall mean the Securities Act of
1933, as amended from time to time.


 


“Shelf Effectiveness Period” shall have the meaning
set forth in Section 2(b) hereof.


 


“Shelf Filing Date” shall have the meaning set forth
in Section 2(b).


 


“Shelf Registration” shall mean a registration
effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company that covers all the Transfer Restricted
Securities (but no other securities unless approved by the Company and the
Holders whose Transfer Restricted Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective


 


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amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and any document incorporated by reference therein.


 


“Transfer Restricted Securities” shall mean the
Securities; provided that the Securities shall cease to be Transfer Restricted
Securities (i) when a Registration Statement with respect to such
Securities has been declared effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration
Statement, (ii) when such Securities are distributed to the public
pursuant to Rule 144 under the Securities Act or are eligible to be sold
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A)
under the Securities Act or (iii) when such Securities cease to be
outstanding.


 


“Trust Indenture Act” shall mean the Trust Indenture
Act of 1939, as amended from time to time.


 


“Trustee” shall mean the trustee with respect to the
Securities under the Indenture.


 


“Underwriter” shall have the meaning set forth in Section 3
hereof.


 


“Underwritten Offering”
shall mean an offering in which Transfer Restricted Securities are sold to an
Underwriter for reoffering to the public.


 


2.             Registration Under the Securities Act.  (a) 
To the extent not prohibited by any applicable law or applicable
interpretations of the Staff of the SEC, the Company shall (i)(A) cause to
be filed an Exchange Offer Registration Statement covering an offer to the
Holders to exchange all the Transfer Restricted Securities for Exchange
Securities not later than 120 days after the Closing Date, (B) use its
reasonable best efforts to cause the Exchange Offer Registration Statement to
be declared effective by the SEC not later than 180 days after the Closing Date
and (C) use its reasonable best efforts to consummate the Exchange Offer
not later than 210 days after the Closing Date and (ii) use its reasonable
best efforts to have such Registration Statement remain effective until 180
days after the closing of the Exchange Offer.


 


The Company shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:


 


(i)            that the Exchange Offer is being made
pursuant to this Agreement and that all Transfer Restricted Securities validly
tendered and not properly withdrawn will be accepted for exchange;


 


(ii)           the dates of acceptance for exchange
(which shall be a period of at least 30 Business Days from the date such notice
is mailed) (the “Exchange Dates”);


 


(iii)          that any Registrable Security not
tendered will remain outstanding and continue to accrue interest but will not
retain any rights under this Agreement;


 


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(iv)          that any Holder electing to have a
Registrable Security exchanged pursuant to the Exchange Offer will be required
to surrender such Registrable Security, together with the appropriate letters
of transmittal, to the institution and at the address (located in the Borough
of Manhattan, The City of New York) and in the manner specified in the notice,
prior to the close of business on the last Exchange Date; and


 


(v)           that any Holder will be entitled to
withdraw its election, not later than the close of business on the last
Exchange Date, by sending to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Transfer Restricted Securities delivered
for exchange and a statement that such Holder is withdrawing its election to
have such Securities exchanged.


 


As a condition to participating in the Exchange
Offer, a Holder will be required to represent to the Company in writing that (i) any
Exchange Securities to be received by it will be acquired in the ordinary
course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Securities in violation of the provisions of the Securities Act, (iii) it
is not an “affiliate” (within the meaning of Rule 405 under Securities
Act) of the Company and (iv) if such Holder is a broker-dealer that will
receive Exchange Securities for its own account in exchange for Transfer
Restricted Securities that were acquired as a result of market-making or other
trading activities, then such Holder will deliver a Prospectus in connection
with any resale of such Exchange Securities.


 


As soon as practicable after the last Exchange Date,
the Company shall:


 


(i)            accept for exchange Transfer Restricted
Securities or portions thereof validly tendered and not properly withdrawn
pursuant to the Exchange Offer; and


 


(ii)           deliver, or cause to be delivered, to the
Trustee for cancellation all Transfer Restricted Securities or portions thereof
so accepted for exchange by the Company and issue, and cause the Trustee to
promptly authenticate and deliver to each Holder, Exchange Securities equal in
principal amount to the principal amount of the Transfer Restricted Securities
surrendered by such Holder.


 


The Company shall use its reasonable best efforts to
complete the Exchange Offer as provided above and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate any
applicable law or applicable interpretations of the Staff of the SEC.


 


(b) If (i) because
of any change in law or applicable interpretations thereof by the SEC’s staff,
the Company is not permitted to effect the Exchange Offer as contemplated


 


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by Section 2(a) hereof,
or (ii) for any other reason the Exchange Offer is not consummated within
210 days after the Closing Date, or (iii) any Initial Purchaser so
requests with respect to Securities not eligible to be exchanged for Exchange
Securities in the Exchange Offer and held by it following the consummation of
the Exchange Offer, or (iv) any applicable law or interpretations do not
permit any Holder to participate in the Exchange Offer and such Holder so requests,
or (v) any Holder that participates in the Exchange Offer does not receive
freely transferable Exchange Securities in exchange for tendered Securities and
such Holder so requests, the Company shall use its reasonable best efforts to
file as promptly as practicable (but in no event more than 90 days after so
required or requested) with the SEC (the “Shelf Filing Date”), and thereafter
shall use its reasonable best efforts to cause to be declared effective, a
Shelf Registration Statement on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities by the
Holders thereof from time to time in accordance with the methods of
distribution set forth in such Shelf Registration Statement.  Holders requesting the filing of a Shelf
Registration Statement pursuant to clauses (iii)-(v) of the preceding
sentence must notify the Company of their request within 20 days of the
consummation of the Exchange Offer.


 


In the event that the Company is required to file a
Shelf Registration Statement pursuant to clause (iii) of the preceding
paragraph, the Company shall use its reasonable best efforts to file and have
declared effective by the SEC both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Transfer Restricted
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Transfer Restricted Securities held by the
Initial Purchasers after completion of the Exchange Offer.  The Company shall not be required to file
more than one Shelf Registration Statement pursuant to requests of Holders
pursuant to Section 2(b)(iii)-(v) hereof.


 


The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) under the
Securities Act with respect to the Transfer Restricted Securities or such
shorter period that will terminate when all the Transfer Restricted Securities
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement (the “Shelf Effectiveness Period”).  The Company further agrees to supplement or
amend the Shelf Registration Statement and the related Prospectus if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Transfer Restricted
Securities with respect to information relating to such Holder, and to use its
reasonable best efforts to cause any such amendment to become effective and such
Shelf Registration Statement and Prospectus to become usable as soon as
thereafter practicable.  The Company
agrees to furnish to the Holders of Transfer Restricted Securities copies of
any such supplement or amendment promptly after its being used or filed with
the SEC.


 


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Each Holder as to which a Shelf Registration
Statement is being effected agrees to (i) furnish to the Company in
writing, within 15 days after the receipt of a request therefor, such information
as the Company may reasonably request for use in connection with the Shelf
Registration Statement and (ii) update any such information to make any
such information previously furnished to the Company by such Holder not
misleading.


 


(c) The
Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2(a) and Section 2(b) hereof.  Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Transfer Restricted Securities pursuant to the
Shelf Registration Statement.


 


(d) An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof
or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC.


 


In the event that (i) the Exchange Offer
Registration Statement is not filed with the SEC on or prior to 120 days after
the Closing Date or the Shelf Registration Statement is not filed with the SEC
on or before the Shelf Filing Date, (ii) the Exchange Offer Registration
Statement is not declared effective within 180 days after the Closing Date or
the Shelf Registration Statement is not declared effective within 90 days after
the Shelf Filing Date, (iii) the Exchange Offer is not consummated on or
prior to 210  days after the Closing
Date, or (iv) the Shelf Registration Statement is filed and declared
effective by the date required but shall thereafter cease to be effective (at
any time that the Company is obligated to maintain the effectiveness thereof)
or the Prospectus contained therein ceases to be usable and such failure to
remain effective or be usable exists for more than 30 days (whether or not
successive) within any 12-month period (each such event referred to in clauses (i) through
(iv), a “Registration Default”), the Company will be obligated to pay
additional cash interest to each Holder of Transfer Restricted Securities,
during the period of one or more such Registration Defaults, in an amount equal
to 0.25% per annum of the principal amount of Transfer Restricted Securities
held by such Holder during the first 90-day period following such registration
default, increasing by an additional 0.25% per annum during each subsequent 90-day
period up to a maximum of 0.50% per annum, until (i) the applicable
Registration Statement is filed, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is declared
effective, (iii) the Registered Exchange Offer is consummated, or (iv) the
Shelf Registration Statement again becomes effective, as the case may be.  Following the cure of all Registration
Defaults, the accrual of additional interest will cease.  The Company shall notify the Trustee immediately
upon the happening of each and every Registration Default.  The Company shall pay the additional interest
due on the Transfer Restricted Securities by depositing with the Trustee, in
trust, for the benefit of the Holders thereof, prior to 10:00 a.m., New
York City time, on the next interest payment date specified by the Indenture
and the Securities, sums sufficient to pay the additional interest then
due.  The additional interest due shall
be payable on each interest payment date specified by the Indenture and the
Securities to the record holder entitled to receive the interest payment to be
made on such date.  Each


 


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obligation
to pay additional interest shall be deemed to accrue from and including the
date of the applicable Registration Default.


 


(e) Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company’s obligations under Section 2(a) and
Section 2(b) hereof.


 


3.             Registration Procedures.  In
connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as expeditiously as possible:


 


(a) prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Company, (y) shall,
in the case of a Shelf Registration, be available for the sale of the Transfer
Restricted Securities by the selling Holders thereof and (z) shall comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith; and
use its reasonable best efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 2
hereof;


 


(b) prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof
and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under
the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities
Act that is applicable to transactions by brokers or dealers with respect to
the Transfer Restricted Securities or Exchange Securities;


 


(c) in the
case of a Shelf Registration, furnish to each Holder of Transfer Restricted
Securities, to counsel for the Initial Purchasers, to counsel for such Holders
and to each Underwriter of an Underwritten Offering of Transfer Restricted
Securities, if any, without charge, as many copies of each Prospectus,
including each preliminary Prospectus, and any amendment or supplement thereto,
in order to facilitate the sale or other disposition of the Transfer Restricted
Securities thereunder; and the Company consents to the use of such Prospectus
and any amendment or supplement thereto in accordance with applicable law by
each of the selling Holders of Transfer Restricted Securities and any such
Underwriters in connection with the offering and sale of the Transfer
Restricted Securities covered by and in the manner described in such Prospectus
or any amendment or supplement thereto in accordance with applicable law;


 


(d) use its
reasonable best efforts to register or qualify the Transfer Restricted
Securities under all applicable state securities or blue sky laws of such
jurisdictions as


 


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any Holder of Transfer
Restricted Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement is
declared effective by the SEC; cooperate with the Holders in connection with
any filings required to be made with the National Association of Securities
Dealers, Inc.; and do any and all other acts and things that may be
reasonably necessary or advisable to enable each Holder to complete the
disposition in each such jurisdiction of the Transfer Restricted Securities
owned by such Holder; provided that the Company shall not be required to
(i) qualify as a foreign corporation or other entity or as a dealer in
securities in any such jurisdiction where it would not otherwise be required to
so qualify, (ii) file any general consent to service of process in any
such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;


 


(e) in the
case of a Shelf Registration, notify each Holder of Transfer Restricted Securities,
counsel for such Holders and counsel for the Initial Purchasers promptly and,
if requested by any such Holder or counsel, confirm such advice in writing (i) when
a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any
request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Transfer Restricted
Securities covered thereby, the representations and warranties of the Company
contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to an offering of such Transfer Restricted
Securities cease to be true and correct in all material respects or if the
Company receives any notification with respect to the suspension of the
qualification of the Transfer Restricted Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of
the happening of any event (it being understood that only the existence of the
fact or event must be disclosed and that the nature of the fact or event may be
kept confidential for bona fide business reasons) during the period a Shelf
Registration Statement is effective that makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect
or that requires the making of any changes in such Registration Statement or
Prospectus in order to make the statements therein not misleading and (vi) of
any determination by the Company that a post-effective amendment to a
Registration Statement would be appropriate;


 


(f) use its
reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such order;


 


(g) in the
case of a Shelf Registration, furnish to each Holder of Transfer Restricted
Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless requested);


 


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(h) in the
case of a Shelf Registration, cooperate with the selling Holders of Transfer
Restricted Securities to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends and enable such Transfer Restricted Securities
to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as the selling Holders may reasonably
request at least one Business Day prior to the closing of any sale of Transfer
Restricted Securities;


 


(i) in the
case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof,
use its reasonable best efforts to prepare and file with the SEC a supplement
or post-effective amendment to a Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to purchasers of the
Transfer Restricted Securities, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company shall notify the Holders of Transfer
Restricted Securities to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby
agree to suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;


 


(j) a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus (other than any document that is to be incorporated
by reference into a Registration Statement or a Prospectus after initial filing
of a Registration Statement), provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Transfer Restricted Securities and their counsel)
and make such of the representatives of the Company as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a
Shelf Registration Statement, the Holders of Transfer Restricted Securities or
their counsel) available for discussion of such document; and the Company shall
not, at any time after initial filing of a Registration Statement, file any
Prospectus, any amendment of or supplement to a Registration Statement or a
Prospectus, (other than reports filed by the Company pursuant to the Exchange
Act that are incorporated by reference into a Registration Statement or a
Prospectus after initial filing of a Registration Statement), of which the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Transfer Restricted Securities and their counsel)
shall not have previously been advised and furnished a copy or to which the
Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall reasonably object;


 


(k) obtain a
CUSIP number for all Exchange Securities or Transfer Restricted Securities, as
the case may be, not later than the effective date of a Registration Statement;


 


(l) cause the
Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Transfer Restricted


 


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Securities, as the case
may be; cooperate with the Trustee and the Holders to effect such changes to
the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use its
reasonable best efforts to cause the Trustee to execute, all documents as may
be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;


 


(m) in the
case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Transfer Restricted Securities (an “Inspector”), any
Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the
Holders, at reasonable times and in a reasonable manner, all pertinent
financial and other records, documents and properties of the Company, and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such Inspector, Underwriter, attorney
or accountant in connection with a Shelf Registration Statement; provided
that if any such information is identified by the Company as being confidential
or proprietary, each Person receiving such information shall take such actions
as are reasonably necessary to protect the confidentiality of such information
to the extent such action is otherwise not inconsistent with, an impairment of
or in derogation of the rights and interests of any Inspector, Holder or
Underwriter;


 


(n) in the
case of a Shelf Registration, use its reasonable best efforts to cause all
Transfer Restricted Securities to be listed on any securities exchange or any
automated quotation system on which similar securities issued by the Company
are then listed if requested by the Majority Holders, to the extent such
Transfer Restricted Securities satisfy applicable listing requirements;


 


(o) if
reasonably requested by any Holder of Transfer Restricted Securities covered by
a Registration Statement, promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be incorporated in such
filing; and


 


(p) in the
case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Transfer Restricted Securities
being sold) in order to expedite or facilitate the disposition of such Transfer
Restricted Securities including, but not limited to, an Underwritten Offering
and in such connection, (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such
Transfer Restricted Securities with respect to the business of the Company and
its subsidiaries, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested, (ii) obtain opinions of counsel to the Company (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to
the Holders and such Underwriters and their respective


 


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counsel) addressed to
each selling Holder and Underwriter of Transfer Restricted Securities, covering
the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain “comfort” letters from the independent certified
public accountants of the Company (and, if necessary, any other certified
public accountant of any subsidiary of the Company, or of any business acquired
by the Company for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to each
selling Holder and Underwriter of Transfer Restricted Securities, such letters
to be in customary form and covering matters of the type customarily covered in
“comfort” letters in connection with underwritten offerings and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders
of a majority in principal amount of the Transfer Restricted Securities being
sold or the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in an underwriting
agreement.


 


In the case of a Shelf Registration Statement, the
Company may require each Holder of Transfer Restricted Securities to furnish to
the Company such information regarding such Holder and the proposed disposition
by such Holder of such Transfer Restricted Securities as the Company may from
time to time reasonably request in writing and the Company may exclude from
such Shelf Registration Statement the Transfer Restricted Securities of any
Holder who unreasonably fails to furnish such information within a reasonable
time after receiving such a request.


 


In the case of a Shelf Registration Statement, each
Holder of Transfer Restricted Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3(e)(iii) or
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to a Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof and, if so directed by the
Company, such Holder will deliver to the Company all copies in its possession,
other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Transfer Restricted Securities that is current at the
time of receipt of such notice.


 


If the Company shall give any such notice to suspend
the disposition of Transfer Restricted Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions. The Company may give any such notice only twice during any 365-day
period and any such suspensions shall not exceed 90 days for each suspension
and there shall not be more than two suspensions in effect during any 365-day
period.


 


The Holders of Transfer Restricted Securities
covered by a Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the
investment banker or


 


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investment
bankers and manager or managers (the “Underwriters”) that will administer the
offering will be selected by the Majority Holders of the Transfer Restricted
Securities included in such offering, provided that such investment bankers and
managers must be reasonably satisfactory to the Company.


 


4.             Participation of Broker-Dealers in Exchange
Offer.  (a)  The Staff of the SEC has taken the
position that any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by
such broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the
Securities Act and must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Securities.


 


The Company understands that it is the Staff’s
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the Securities Act.


 


(b) In light
of the above, and notwithstanding the other provisions of this Agreement, the
Company agrees to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement, as would otherwise be contemplated by Section 3(i),
for a period of up to 180 days after the last Exchange Date (as such period may
be extended pursuant to the penultimate paragraph of Section 3 of this
Agreement), if requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above.  The Company further agrees that Participating
Broker-Dealers shall be authorized to deliver such Prospectus during such
period in connection with the resales contemplated by this Section 4.


 


(c) The
Initial Purchasers shall have no liability to the Company or any Holder with
respect to any request that they may make pursuant to Section 4(b) above.


 


5.             Indemnification and Contribution.  (a) 
The Company agrees to indemnify and hold harmless each Initial Purchaser and
each Holder, their respective affiliates, directors and officers and each
Person, if any, who controls any Initial Purchaser or any Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or any


 


13





















 


Prospectus
or any omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages or liabilities arise out of, or
are based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or any Holder furnished to the Company in writing
through the Representatives or any selling Holder expressly for use
therein.  In connection with any
Underwritten Offering permitted by Section 3, the Company will also
indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
respective affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested
in connection with any Registration Statement.


 


(b) Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Initial Purchasers and the other selling Holders, their respective
affiliates, the directors of the Company, each officer of the Company who
signed the Registration Statement and each Person, if any, who controls the
Company, any Initial Purchaser and any other selling Holder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act
to the same extent as the indemnity set forth in paragraph (a) above, but
only with respect to any losses, claims, damages or liabilities that arise out
of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such
Holder expressly for use in any Registration Statement and any Prospectus.


 


(c) If any
suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph (a) or
(b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have under this Section 5
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5.  If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 5 that the Indemnifying Person may designate in
such proceeding and shall pay the fees and expenses of such counsel related to
such proceeding, as incurred.  In any
such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to


 


14





















 


retain counsel reasonably
satisfactory to the Indemnified Person; (iii) the Indemnified Person shall
have reasonably concluded that there may be legal defenses available to it that
are different from or in addition to those available to the Indemnifying
Person; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as
they are incurred.  Any such separate
firm (x) for any Initial Purchaser, its affiliates, directors and officers and
any control Persons of such Initial Purchaser shall be designated in writing by
the Representatives, (y) for any Holder, its affiliates, directors and officers
and any control Persons of such Holder shall be designated in writing by the
Majority Holders and (z) in all other cases shall be designated in writing by
the Company.  The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment.  Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have
requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying
Person shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30
days after receipt by the Indemnifying Person of such request and (ii) the
Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement.  No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Person.


 


(d) If the
indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company from the offering of the Securities and the Exchange Securities, on
the one hand, and by the Holders from receiving Securities or Exchange
Securities registered under the Securities Act, on the other hand, or (ii) if
the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company on
the one hand and the Holders on the other in connection


 


15





















 


with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. 
The relative fault of the Company on the one hand and the Holders on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or by the Holders and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.


 


(e) The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to
in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of
the amount by which the total price at which the Securities or Exchange Securities
sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


(f) The
remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g) The
indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers or any Holder, their respective affiliates or any
Person controlling any Initial Purchaser or any Holder, or by or on behalf of
the Company, its affiliates or the officers or directors of or any Person
controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Transfer Restricted Securities pursuant to
a Shelf Registration Statement.


 


6.             General.  No Inconsistent Agreements. 
The Company represents, warrants and agrees that (i) the rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding
securities issued by the Company under any other agreement and (ii) the
Company has not entered into, or on or after the date of this Agreement will
not enter into, any agreement that is inconsistent with the rights granted to
the Holders of Transfer Restricted Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


16





















 


(a) Amendments and Waivers. 
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company
has obtained the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Transfer Restricted Securities affected by
such amendment, modification, supplement, waiver or consent; provided that no
amendment, modification, supplement, waiver or consent to any departure from
the provisions of Section 5 hereof shall be effective as against any
Holder of Transfer Restricted Securities unless consented to in writing by such
Holder.  Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto.


 


(b) Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail,
telecopier, or any courier guaranteeing overnight delivery (i) if to a
Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; (ii) if to the Company, initially at
the Company’s address set forth in the Purchase Agreement and thereafter at
such other address, notice of which is given in accordance with the provisions
of this Section 6(c); and (iii) to such other persons at their
respective addresses as provided in the Purchase Agreement and thereafter at
such other address, notice of which is given in accordance with the provisions
of this Section 6(c).  All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(c) Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders;
provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Transfer Restricted Securities in violation of the
terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire
Transfer Restricted Securities in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all the
terms of this Agreement, and by taking and holding such Transfer Restricted
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.


 


17





















 


(d) Purchases and Sales of
Securities.
The Company shall not, and shall use its reasonable best efforts to cause its
affiliates (as defined in Rule 405 under the Securities Act) not to,
purchase and then resell or otherwise transfer any Transfer Restricted
Securities.


 


(e) Third Party Beneficiaries. 
Each Holder shall be a third party beneficiary to the agreements made
hereunder between the Company and the Initial Purchasers and shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of other
Holders hereunder.


 


(f) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


(g) Headings. 
The headings in this Agreement are for convenience of reference only,
are not a part of this Agreement and shall not limit or otherwise affect the
meaning hereof.


 


(h) Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.


 


(i) Miscellaneous. 
This Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes all oral statements and
prior writings with respect thereto.  If
any term, provision, covenant or restriction contained in this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable
or against public policy, the remainder of the terms, provisions, covenants and
restrictions contained herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. 
The Company and the Initial Purchasers shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, void or unenforceable provisions.


 


7.             Termination.  In the event the Company fails to register a
securities certificate with respect to the Securities with the Pennsylvania
Public Utilities Commission on or before December 5, 2005, this Agreement
shall terminate, and thereby become null and void in its entirety on such date.


 


18





















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Philip P. Conti

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Chief Financial

  	
   

  
	
   

  	
   

  	
   

  	
  Officer and Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Confirmed and accepted as of the date first above written:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  J.P. MORGAN SECURITIES INC.

  	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  For themselves and on behalf of the

  	
   

  	
   

  	
   

  
	
  several Initial Purchasers listed

  	
   

  	
   

  	
   

  
	
  in Schedule 1 to the Purchase Agreement.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  J.P. MORGAN SECURITIES
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Maria Sramek

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Maria Sramek

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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