Exhibit 4.01(b)


 


EQUITABLE RESOURCES, INC.


 


Officer’s Declaration


 


September 27, 2005


 


WHEREAS, resolutions of the Board of Directors of Equitable Resources, Inc.  (the “Company”) duly adopted on April 13,
2005 (the “Resolutions”) authorized and ratified, inter alia,
the Designated Officers (as defined therein) (i) to negotiate the form,
terms and provisions of the Notes (as defined below), (ii) to execute and
deliver up to $250,000,000 aggregate principal amount of the Notes, with an
interest rate not to exceed 6.0%, in accordance with the provisions of the
Indenture and this declaration, (iii) to negotiate the form, terms and
provisions of the amendments to the Indenture, if any, and (iv) to
determine and agree to the price at which the Notes shall be offered, the
interest rate to be borne by the Notes and the dates of payment thereof, the
maturity date of the Notes, the redemption prices of the Notes, and the dates
on and after which any such redemption shall be permitted and the other terms
of such redemption, and the discount rate for purposes of determining
additional interest.


 


WHEREAS, the terms not defined herein shall have the meanings assigned
to them in the Indenture (the “Indenture”) dated as of July 1, 1996
between the Company and The Bank of New York (as successor to the Bank of
Montreal Trust Company), as trustee (the “Trustee”); and


 


WHEREAS, this Designated Officer has been authorized by the Resolutions
to establish the terms of the issuance and sale of the Notes of the Company in
an aggregate principal amount of up to $250,000,000, and to take other actions
in connection therewith as specified in the Resolutions;


 


NOW, THEREFORE, BE IT RESOLVED, that pursuant to and in accordance with
the Resolutions, $150,000,000 of aggregate principal amount of Notes of the
Company shall be issued with the following terms:


 


(1)  The title of the Notes shall be the
“5.00% Notes due 2015” (referred to herein as the “Notes”).


 


(2)  The aggregate principal amount of
the Notes shall initially be limited to $150,000,000.  The Company may also at any time and from
time to time, without notice to or consent of the Holders, issue additional
Notes of the same tenor, coupon and other terms as the Notes offered hereby, so
that such additional Notes and the Notes offered hereby shall form a single
series.


 


(3)  The Notes shall be issued on September 30,
2005 and shall mature on December 5, 2005, but such maturity date will
automatically be extended to October 1, 2015


 





















 


upon the registration of a securities
certificate with respect to the Notes with the Pennsylvania Public Utility
Commission on or before December 5, 2005.


 


(4)  The Notes shall bear interest at
the rate of 5.00% per annum calculated on the basis of a 360-day year of twelve
30-day months; interest in respect of each of the Notes shall accrue from September 30,
2005, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for until the principal thereof is paid or made available
for payment; the Interest Payment Dates shall be April 1 and October 1
of each year, commencing April 1, 2006; and the Regular Record Date for
interest payable on any Interest Payment Dates shall be the close of business
on March 15 or September 15, as the case may be, immediately
preceding such Interest Payment Date.


 


(5)  The interest rate on the Notes is
subject to increase in certain circumstances relating to the registration of
the Exchange Notes up to a maximum additional interest rate of 0.50% per year.


 


(6)  Payment of the principal of, premium,
if any, and interest on each of the Notes shall be payable as provided for in
the Indenture.


 


(7)  The Notes shall be redeemable, at
the option of the Company, at any time in whole or from time to time in part,
upon not less than 30 and not more than 60 days’ notice mailed to each
registered Holder of Notes to be redeemed, on any date prior to maturity at a
price equal to the greater of (i) 100% of the principal amount thereof
plus accrued interest to the Redemption Date or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the Notes to be redeemed (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30 day months) at the applicable Treasury Rate plus
15 basis points plus accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date;


 


“Treasury Rate” means, with respect to any Redemption Date for the
securities,


 


•   the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury
securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue
(if no maturity is within three months before or after the remaining life (as
defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month); or


 


•   if the release referred to in the previous bullet (or
any successor release) is not published during the week preceding the
calculation date or does not contain


 


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the yields
referred to above, the rate per year equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Reference
Treasury Dealer” means (1) Banc of America Securities LLC or J.P. Morgan
Securities Inc. (and their respective successors), provided, however, that if
either of the foregoing shall cease to be a primary U.S. government securities
dealer (a “Primary Treasury Dealer”), the Company will substitute therefore
another Primary Treasury Dealer and (2) two other Primary Treasury Dealers
selected by the Company after consultation with the Independent Investment
Banker.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any Redemption Date for the
Notes, an average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury issue for the Notes (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the
third Business Day preceding such Redemption Date.


 


In the event of redemption of this Note in
part only, a new Note or Notes of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.


 


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If less than all of the Notes are to be
redeemed, the Trustee shall select the Notes to be redeemed by such method as
the Trustee shall deem fair and appropriate.


 


(8)  The Company shall have no sinking
fund or analogous obligations in respect of the Notes.


 


(9)  The Notes shall be issued in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


(10)  Principal of, premium, if any, and
interest on the Notes shall be payable in U.S. dollars.


 


(11) 
The Company shall not elect to have payments of principal of, premium,
if any, or interest on the Notes made in a currency other than that in which
the Notes are denominated or designated to be payable; the Notes may be
satisfied and discharged only as provided in Article 4 of the Indenture.


 


(12) 
Amounts of payments of principal of, premium, if any, and interest shall
not be payable on the Notes with reference to an index, formula or other
similar method, other than the Early Maturity Payment (as defined below).


 


(13) 
Upon a declaration of acceleration of the Notes, the principal of the
Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.  Upon (i) payment
of the amount of principal so declared due and payable, (ii) payment of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable) and (iii) the
occurrence of certain other events as set forth in the Indenture, all of the
Company’s obligations in respect of the payment of the principal of and
interest, if any, on the Notes shall terminate.


 


(14) 
Interest on any Note shall be payable to the Person in whose name such
Note is registered at the close of business on the Regular Record Date for such
interest, pursuant to Section 307 of the Indenture.


 


(15) 
There are no deletions from, modifications of or additions to the Events
of Default set forth in Section 501 of the Indenture (except that under Section 501(5) $25,000,000
has been changed to $50,000,000), or covenants of the Company set forth in Article 10
of the Indenture.


 


(16) 
The global notes representing the Notes shall be dated the date of
original issuance of the Notes.


 


(17) 
The Security Registrar and Paying Agent shall initially be The Bank of
New York.


 


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(18) 
Initially, there shall be no Exchange Rate Agent.


 


(19) 
The Notes are exchangeable for a like aggregate principal amount of
Notes of the same series of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.


 


(20)  The initial price at which the Notes shall be
sold to the public shall be 99.673% of their aggregate principal amount, and
the underwriting discount payable to the Initial Purchasers pursuant to the
Purchase Agreement dated September 27, 2005 among the Company and the
Initial Purchasers shall be 0.65% of their aggregate principal amount.


 


(21)  The
Notes shall be in substantially the form set forth in Exhibit A attached
hereto, with such changes and modifications as the Designated Officer executing
the same shall approve, such approval to be conclusively evidenced by such
execution, and the Trustee’s Certificate of Authentication shall be as set
forth in the Indenture.


 


(22) 
Each Note will be represented by either a global security registered in
the name of a nominee of The Depository Trust Company or other depository or a
certificate issued in definitive form as set forth in Annex A, and the transfer
and exchange of the Notes shall be subject to the provisions set forth in Annex
A.


 


(23) 
The terms and conditions of the Notes not otherwise specified herein or
in the form of each of the Notes shall be as specified in the Indenture; provided, however, that,
to the extent that any provision herein with respect to the Notes is
inconsistent with any provision in the Indenture, the provisions enumerated
herein shall control.


 


(24) 
If the Notes are not registered with the Pennsylvania Public Utility
Commission on or before December 5, 2005, the Notes will mature on December 5,
2005.  Upon such maturity, the holders of
the Notes will receive the greater of (i) 100% of the principal amount of
the Notes plus accrued and unpaid interest thereon to the date of such maturity
and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes assuming the maturity of the Notes was
extended until October 1, 2015 (exclusive of interest accrued to the date
of such maturity) discounted to December 5, 2005 on a semiannual basis
(assuming a 360-day year consisting of twelve 30 day months) at the
applicable Treasury Rate plus 58 basis points plus accrued and unpaid interest
on the principal amount of the notes (the “Early Maturity Payment”).


 


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IN WITNESS WHEREOF, I have hereunto signed my
name on this 27th day of September, 2005.


 


 


	
   

  	
  /s/ PHILIP P. CONTI

  	
   

  
	
   

  	
  Name: Philip P. Conti

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Chief Financial Officer and

  Treasurer

  
				



 


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Annex A to Officer’s Declaration


 


(1)  The
Notes offered and sold in reliance on Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), shall be issued initially in the
form of one or more Global Notes (the “Rule 144A Global Notes”) registered
in the name of The Depository Trust Company (“DTC”) or a nominee of DTC.


 


(2)  The
Notes offered and sold in reliance on Regulation S under the Securities
Act shall be issued initially in the form of one or more Global Notes (the “Regulation S
Global Notes”) registered in the name of DTC or a nominee of DTC.  Each Regulation S Global Note will be
deposited upon issuance with, or on behalf of, a custodian for DTC for credit to
the respective accounts of the purchasers, or to other accounts as they may
direct, at Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”),
or at Clearstream Banking, société anonyme, Luxembourg (“Clearstream”).  During the 40-day restricted period as
defined in Regulation S under the Securities Act (the “Restricted Period”),
interests in the Regulation S Global Note may only be held through Euroclear or
Clearstream, as direct participants in DTC, unless exchanged for interests in
the Rule 144A Global Note or the Institutional Accredited Investor Global
Note, in accordance with the transfer and certification requirements described
below.


 


(3)  The
initial resale of the Notes shall not be to an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act (“Institutional Accredited Investors”), who is not also a “qualified
institutional buyer”.  The Notes resold
to Institutional Accredited Investors shall be issued initially in the form of
one or more Global Notes (the “Institutional Accredited Investor Global Notes”)
registered in the name of DTC or a nominee of DTC.


 


(4) 
Notes exchanged for interests in the Rule 144A Global Note, the Regulation
S Global Note and the Institutional Accredited Investor Global Note pursuant to
the Exchange and Registration Rights Agreement will be issued in the form of
one or more Global Notes (the “Exchange Global Notes”) registered in the name
of DTC or a nominee of DTC.


 


(5)  The Rule 144A
Global Notes, Regulation S Global Notes, Institutional Accredited Investor
Notes and the Exchange Global Notes are referred to as the “Global Notes”.


 


(6)  The following provisions shall
apply with respect to any proposed transfer of a beneficial interest in a Rule 144A
Global Note or an Institutional Accredited Investor Global Note or a
certificated Note issued in exchange therefor prior to the date which is two
years after the later of the date of its original issue and the last date on
which the Company or any affiliate of the Company was the owner of such Note
(or any predecessor thereto) (the “Resale Restriction Termination Date”) unless
prior to such transfer the Notes have been registered under the Securities Act:


 


a.             a transfer of a beneficial
interest in a Rule 144A Global Note or an Institutional Accredited
Investor Global Note or a certificated Note issued in exchange


 


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therefor to a “qualified
institutional buyer” shall be made upon the representation of the transferee in
the form as set forth in the form of assignment on the reverse of the Note that
it is purchasing for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A;


 


b.             a transfer of a beneficial
interest in a Rule 144A Global Note or an Institutional Accredited
Investor Global Note or a certificated Note issued in exchange therefor to an
Institutional Accredited Investor shall be made upon receipt by the Trustee or
its agent of a certificate substantially in the form set forth in Exhibit B
from the proposed transferee and, if requested by the Company or the Trustee,
the delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them; and


 


c.             a transfer of a beneficial
interest in a Rule 144A Global Note or an Institutional Accredited
Investor Global Note or a certificated Note issued in exchange therefor to a
person that is not a U.S. Person (as defined in Rule 902(o) under the
Securities Act (a “Non-U.S. Person”)) shall be made upon receipt by the Trustee
or its agent of a certificate substantially in the form set forth in Exhibit C
from the proposed transferor and, if requested by the Company or the Trustee,
the delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them.


 


(7) 
After the Resale Restriction Termination Date, interests in the Rule 144A
Global Note may be transferred without requiring the certification set forth in
Exhibit B or any additional certification.


 


(8)  The following provisions shall
apply with respect to any proposed transfer of a Regulation S Global Note or a
beneficial interest therein prior to the expiration of the Restricted Period:


 


a.             a transfer of a Regulation S
Global Note or a beneficial interest therein to a “qualified institutional
buyer” shall be made upon the representation of the transferee, in the form of
assignment on the reverse of the Note, that it is purchasing the Note for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A;


 


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b.             a transfer of a Regulation S
Global Note or a beneficial interest therein to an Institutional Accredited
Investor shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Exhibit B from the
proposed transferee and, if requested by the Company or the Trustee, the
delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them; and


 


c.             a transfer of a Regulation S
Global Note or a beneficial interest therein to a Non-U.S. Person shall be made
upon receipt by the Trustee or its agent of a certificate substantially in the
form set forth in Exhibit C hereof from the proposed transferor and, if
requested by the Company or the Trustee, receipt by the Trustee or its agent of
an opinion of counsel, certification and/or other information satisfactory to
each of them.


 


(9) 
After the expiration of the Restricted Period, interests in the Regulation S
Global Note may be transferred without requiring the certifications set forth
in Exhibit B, Exhibit C or any additional certification.


 


(10)  a. 
The Rule 144A Global Note and the Institutional Accredited Investor
Global Note shall bear the following legend (the “Private Placement Legend”) on
the face thereof:


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ONE OF ITS AFFILIATES, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO
SUCH


 


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TRANSFER, SUCH INSTITUTIONAL ACCREDITED INVESTOR FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 


b.             The Regulation S Global Note
shall bear the following legend (the “Regulation S Legend”) on the face
thereof:


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. 
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”)
THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
COMPANY OR ONE OF ITS AFFILIATES, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 (a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT AND THAT, PRIOR TO SUCH TRANSFER, SUCH
INSTITUTIONAL ACCREDITED INVESTOR FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE


 


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REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.”


 


(11) 
Upon the transfer, exchange or replacement of the Notes not bearing a
Private Placement Legend or a Regulation S Legend, the Trustee shall deliver
Notes that do not bear a Private Placement Legend or a Regulation S
Legend.  Upon the transfer, exchange or
replacement of the Notes bearing a Private Placement Legend or a Regulation S
Legend, the Trustee shall deliver only Notes that bear a Private Placement
Legend or a Regulation S Legend unless (i) such transfer exchange or
replacement is made on or after (A) a Note is sold pursuant to an
effective registration statement pursuant to the Exchange and Registration
Rights Agreement, (B) a Note is exchanged for a Note in the exchange offer
under an effective registration statement, pursuant to the Exchange and
Registration Rights Agreement or (C) the Resale Restriction Termination
Date, in the case of the Restricted Securities Legend, or the Restricted
Period, in the case of the Regulation S Legend, or (ii) there is delivered
to the Trustee an Opinion of Counsel to the effect that neither such legend nor
the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act.


 


(12)  The following shall apply only to Global
Notes deposited with the Trustee, as custodian for DTC.


 


a.             Each Global Note initially shall
(x) be registered in the name of DTC for such Global Security or the nominee of
DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear the
following legend (the “Global Notes Legend”) on the face thereof:


 


“THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR
DEPOSITORY.  THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.”


 


b.             Members of, or participants in,
DTC (“Agent Members”) shall have no rights under these resolutions or the
Indenture with respect to any Global Note held on their behalf by DTC or by the
Trustee as the custodian of DTC or under such Global Note, and DTC may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written


 


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certification, proxy
or other authorization furnished by DTC or impair, as between DTC and its Agent
Members, the operation of customary practices of DTC governing the exercise of
the rights of a beneficial owner of any Global Note.


 


c.             In connection with any transfer
of a portion of the beneficial interest in a Global Note pursuant to paragraph (vi) below
to beneficial owners who are required to hold certificated Notes, the Trustee
shall reflect on its books and records the date and a decrease in the principal
amount of such Global Note in an amount equal to the principal amount of the
beneficial interest in the Global Note to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more certificated
Notes of like tenor and amount.


 


d.             In connection with the transfer
of an entire Global Note to beneficial owners pursuant to paragraph (vi) below,
such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of
certificated Notes of authorized denominations.


 


e.             The registered Holder of a
Global Note may grant proxies and otherwise authorize any person, including
Agent Members and persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under these resolutions, the
Indenture or the Notes.


 


f.              Except as provided below, owners
of beneficial interests in Global Notes will not be entitled to receive
certificated Notes.  If required to do so
pursuant to any applicable law or regulation, beneficial owners may obtain certificated
Notes in exchange for their beneficial interests in a Global Note upon written
request in accordance with DTC’s and the Trustee’s procedures.  In addition, certificated Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Note if (a) DTC notifies the Company that it is unwilling or
unable to continue as depositary for such Global Security or DTC ceases to be a
clearing agency registered under the Exchange Act, at a time when DTC is
required to be so registered in order to act as depositary, and in each case a
successor depositary is not appointed by the Company within 90 days of
such notice or, (b) the Company executes and delivers to the Trustee an
officers’ certificate stating that such Global Note shall be so exchangeable or
(c) an Event of Default has occurred and is continuing and the Trustee has
received a request from DTC for such transfer and exchange.


 


A-6





















 


Exhibit A
to Officer’s Declaration


 


Form of Global Note


 


[Insert appropriate legend here]


 


CUSIP 
             


 


EQUITABLE RESOURCES, INC.


 


	
  No.       

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  As revised by the Schedule of Increases or Decreases in Global
  Security attached hereto

  



 


Equitable Resources, Inc., a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co.
or registered assigns, the principal sum of
               ,
as revised by the Schedule of Increases or Decreases in Global Security
attached hereto, on
                    ,
2005, but such maturity date will automatically be extended to      ,
2015 upon the registration of a securities certificate with respect to the
Securities with the Pennsylvania Public Utility Commission on or before      ,
2005, and to pay interest thereon from September   , 2005 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on       
and        in each year, commencing       
at the rate of        per annum, until the
principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be       
or        (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice thereof having been given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.


 


Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in New York, New York in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


 


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


 


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


 


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


 


Dated:


 


	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
                        
described in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 





















 


Reverse of Security


 


This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of July 1, 1996, as modified by
the Officers’ Certificate dated September 30, 2005 (as so modified, herein
called the “Indenture”), between the Company and The Bank of New York (as
successor to the Bank of Montreal Trust Company), as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $           .


 


If the Securities are not registered with the Pennsylvania Public
Utility Commission on or before December 5, 2005, the Securities will
mature on December 5, 2005.  Upon
such maturity, the holders of the Securities will receive the greater of (i) 100%
of the principal amount of the Securities plus accrued and unpaid interest
thereon to the date of such maturity and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Securities assuming the maturity of the Securities was extended until October 1,
2015 (exclusive of interest accrued to the date of such maturity) discounted to
December 5, 2005 on a semiannual basis (assuming a 360-day year consisting
of twelve 30 day months) at the applicable Treasury Rate (as defined
below) plus 58 basis points plus accrued and unpaid interest on the principal
amount of the Securities to the date of such maturity (the “Early Maturity
Payment”).


 


The Securities of this series are subject to
redemption upon not less than 30 days’ but not more than 60 days’ notice by
mail at any time and from time to time, at a Redemption Price equal to the
greater of (i) 100% of the principal amount to be redeemed plus accrued
and unpaid interest thereon to the Redemption Date, and (ii) the sum of
the present values of the remaining scheduled payments of principal and
interest on the Securities to be redeemed (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30 day months) at the applicable
Treasury Rate (as defined below) plus 15 basis points plus accrued and unpaid
interest on the principal amount being redeemed to the Redemption Date.


 


For purposes of determining the early maturity payment and the
redemption price, the following definitions are applicable:


 


“Treasury Rate” means, with respect to any
Redemption Date for the securities,


 


•      the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded U.S. Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the remaining life (as defined below),
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury Rate shall be
interpolated or extrapolated from those yields on a straight line basis,
rounding to the nearest month); or


 


•      if the release referred to in the previous bullet (or
any successor release) is not published during the week preceding the
calculation date or does not contain the yields referred to above, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.


 


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


 


“Comparable Treasury Issue” means the U.S.
Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term (“remaining life”) of the Securities
that would be utilized, at the


 





















 


time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining terms of the Securities.


 


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


 


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


 


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


 


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


 


“Reference Treasury Dealer” means (1) Banc
of America Securities LLC or J.P. Morgan Securities Inc. (and their
respective successors), provided, however, that if either of the foregoing
shall cease to be a primary U.S. government securities dealer (a “Primary
Treasury Dealer”), the Company will substitute therefore another Primary
Treasury Dealer and (2) two other Primary Treasury Dealer selected by the
Company after consultation with the Independent Investment Banker.


 


“Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Securities, an
average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury issue for the Securities (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on the
third Business Day preceding such Redemption Date.


 


In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.


 


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


 


This Security will be entitled to the
benefits of the Registration Rights Agreement, dated September 30, 2005,
by and among J.P. Morgan Securities Inc. and Banc of America Securities LLC, as
initial purchasers, and the Company (the “Registration Rights Agreement”).  In the event of a Registration Default (as
defined in the Registration Rights Agreement), the Company will be obligated to
pay additional interest on the Securities during the period of one or more such
registration defaults in an amount equal to 0.25% per annum 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. Following the cure of all Registration Defaults the accrual of such
additional interest will cease.  Whenever
there is mentioned herein, in any context, the payment of interest on this
Security, such mention shall be deemed to include mention of the payment of any
additional interest to the extent that, in such context, any such additional
interest is, was or would be payable in respect thereof pursuant to the
provisions of this Security, the Indenture and the Registration Rights
Agreement and express mention of the payment of additional interest (if
applicable) in any provisions hereof shall not be construed as excluding
additional interest in those provisions hereof where such express mention is
not made.


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected.  The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any


 





















 


such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


 


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


 


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


 


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


 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.  All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


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


 





















 


[FORM OF
ASSIGNMENT]


 


	
  To assign this Security, fill in the form below:

  
	
   

  
	
   

  	
  I or we assign and transfer this Security to

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print or type assignee’s name, address and
  zip code)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc. sec. or tax I.D.
  No.)

  	
   

  
	
   

  	
   

  
	
   

  
	
  and
  irrevocably appoint                 
  as agent for the transfer of this Security on the books of the Company. The
  agent may substitute another to act for him.

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  
	
   

  	
   

  
	
   

  
	
  Sign exactly as your name appears on the other side of this Security.

  
										



 


The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


 


THE REMAINDER OF THIS FORM OF ASSIGNMENT SHALL NOT BE INCLUDED IN
THE SECURITIES WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.


 


In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the
last date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:


 


CHECK ONE BOX BELOW:


 


	
  1

  	
   

  	
  o

  	
   

  	
  acquired for the undersigned’s own account, without transfer; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  o

  	
   

  	
  transferred to the Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  o

  	
   

  	
  transferred pursuant to and in compliance with Rule 144A under
  the Securities Act of 1933, as amended (the “Securities
  Act”); or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  o

  	
   

  	
  transferred pursuant to an effective registration statement under the
  Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  o

  	
   

  	
  transferred pursuant to and in compliance with Regulation S
  under the Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  o

  	
   

  	
  transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1),
  (2), (3) or (7) under the Securities Act), that has furnished to
  the Trustee a signed letter containing certain representations and agreements
  that it is acquiring this Security for investment and not with a view to, or
  for offer or sale in connection with, any distribution (as contemplated in
  the Securities Act) or fractionalization thereof or with any intention of
  reselling this Security or any part thereof, subject to any requirement of

  



 





















 


	
   

  	
   

  	
   

  	
   

  	
  law that the disposition of its property will be at all times within
  its control and subject to its ability to resell this Security pursuant to Rule 144A,
  Regulation S or other exemption from registration available under the
  Securities Act; or 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  o

  	
   

  	
  transferred pursuant to another available exemption from the
  registration requirements of the Securities Act.

  



 


Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered holder thereof; provided, however,
that if box (5), (6) or (7) is checked, the Trustee or the Company
may require, prior to registering any such transfer of the Securities, in their
sole discretion, such legal opinions, certifications and other information as
the Trustee or the Company may reasonably request to confirm that such transfer
is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, such as the exemption
provided by Rule 144 under such Act.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
					



 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.


 


TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act, and is aware
that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


 


	
   

  	
   

  
	
  Dated:

  



 





















 


[TO BE
ATTACHED TO GLOBAL SECURITY]


 


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY


 


The following increases or decreases in this
Global Note have been made


 


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following each

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


Exhibit B
to Officer’s Declaration


 


FORM OF
CERTIFICATE TO BE DELIVERED IN CONNECTION WITH

TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS


 


[Date]


 


[Issuer]


 


 


[Trustee]


 


 


Ladies and
Gentlemen:


 


This
certificate is delivered to request a transfer of $         
principal amount of the     % Notes due     
(the “Securities”) of                   
(the “Company”).


 


Upon transfer,
the Securities would be registered in the name of the new beneficial owner as
follows:


 


Name:                                    


 


Address:                                 


 


Taxpayer ID Number:                      


 


The undersigned represents and warrants to you that:


 


1.             We
are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the
account of such an institutional “accredited investor” at least $250,000
principal amount of the Securities, and we are acquiring the Securities not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act.  We have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business.  We and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.


 


2.             We
understand that the Securities have not been registered under the Securities
Act and, unless so registered, may not be sold except as permitted in the
following sentence.  We agree on our own
behalf and on behalf of any investor account for which we are purchasing
Securities to offer, sell or otherwise transfer such Securities prior to the
date that is two years after the later of the date of original issue and the
last date on which the Company or


 





















 


any affiliate
of the Company was the owner of such Securities (or any predecessor thereto)
(the “Resale Restriction Termination Date”)
only (a) to the Company, (b) pursuant to a registration statement
which has been declared effective under the Securities Act, (c) in a
transaction complying with the requirements of Rule 144A under the
Securities Act, to a person we reasonably believe is a qualified institutional
buyer under Rule 144A (a “QIB”) that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) pursuant
to offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act that is purchasing for its own account or for the account of
such an institutional “accredited investor,” in each case in a minimum
principal amount of Securities of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws.  The
foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date.  If any
resale or other transfer of the Securities is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to the Company and the Trustee, which shall provide, among other
things, that the transferee is an institutional “accredited investor” (within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) and that it is acquiring such Securities for investment
purposes and not for distribution in violation of the Securities Act.  Each purchaser acknowledges that the Company
and the Trustee reserve the right prior to any offer, sale or other transfer
prior to the Resale Termination Date of the Securities pursuant to clauses (d),
(e) or (f) above to require the delivery of an opinion of counsel,
certifications and/or other information satisfactory to the Company and the
Trustee.


 


 


	
   

  	
  TRANSFEREE:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
					



 


2





















 


Exhibit C
to Officer’s Declaration


 


FORM OF
CERTIFICATE TO BE DELIVERED IN CONNECTION

WITH TRANSFERS PURSUANT TO REGULATION S


 


[Date]


 


[Issuer]


 


[Trustee


 


Re:                         %
Notes due            
(the “Securities”)


 


Ladies and
Gentlemen:


 


In connection
with our proposed sale of $        
aggregate principal amount of the Securities, we confirm that such sale has
been effected pursuant to and in accordance with Regulation S under the
United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, we represent that:


 


the
offer of the Securities was not made to a person in the United States;


 


i.                either (i) at the time the
buy order was originated, the transferee was outside the United States or we
and any person acting on our behalf reasonably believed that the transferee was
outside the United States or (ii) the transaction was executed in, on or
through the facilities of a designated off-shore securities market and neither
we nor any person acting on our behalf knows that the transaction has been
pre-arranged with a buyer in the United States;


 


ii.               no directed selling efforts have
been made in the United States in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S, as applicable; and


 


iii.              the transaction is not part of a
plan or scheme to evade the registration requirements of the Securities Act.


 


In addition,
if the sale is made during a restricted period and the provisions of Rule 903(c)(3) or
Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
be.


 


You and the
Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or


 





















 


legal proceedings or official inquiry with respect to the matters
covered hereby.  Terms used in this
certificate have the meanings set forth in Regulation S.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  
					



 


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