INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE entered into as
of the 1st day of February, 1985, among EQUITABLE RESOURCES, INC., a
Pennsylvania corporation, formerly known as Equitable Gas Company (the
"Issuer"), PITTSBURGH NATIONAL BANK ("PNB"), and BANKERS TRUST COMPANY, a New
York banking corporation ("Bankers").
W I T N E S S E T H
WHEREAS, the Issuer and PNB entered into an Indenture dated as of
April 1, 1983 (the "Indenture") providing for the issuance from time to time
of the Issuer's unsecured debentures, notes or other evidences of indebtedness
(defined in the Indenture as "Securities"), to be issued in one or more series
as provided in the Indenture;
WHEREAS, there has been issued under the Indenture $50,000,000
aggregate principal amount of the Issuer's Debentures, 12-1/8% Series Due
April 1, 2008 (the "Debentures"), all of which are outstanding at the date
hereof and which are the only Securities outstanding under the Indenture;
WHEREAS, PNB has been acting as Trustee under the Indenture;
WHEREAS, Section 610(b) of the Indenture provides that the Trustee
may resign at any time and be discharged of the trust created by the Indenture
by giving written notice thereof to the Issuer and by mailing notice of its
resignation to the holders of Debentures;
WHEREAS, Section 610(e) of the Indenture further provides for the
appointment by the Issuer of a successor Trustee in the event of the Trustee's
resignation;
WHEREAS, the Issuer has, by action of its Board of Directors,
determined to appoint Bankers as successor Trustee under the Indenture; and
WHEREAS, Bankers is qualified to act as successor Trustee under the
Indenture and is willing to accept such appointment as successor Trustee on
the terms and conditions set forth herein and under the Indenture.
NOW, THEREFORE, pursuant to the provisions of the Indenture, in
consideration of the covenants herein contained and intending to be legally
bound hereby, the Issuer, PNB and Bankers agree as follows:
1. PNB hereby resigns as Trustee under the Indenture.
2. The Issuer hereby accepts the resignation of PNB as Trustee under
the Indenture. Pursuant to the authority vested in it by Section 610(e) of the
Indenture, the Issuer hereby appoints Bankers as successor Trustee under the
Indenture, with all the estate, properties, rights, powers, trusts, duties and
obligations heretofore vested in PNB as Trustee under the Indenture. The
Issuer also hereby designates, pursuant to Section 1002 of the Indenture, the
corporate trust office of Bankers, presently located at Four Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, as the office or agency of the Issuer in the Borough
of Manhattan, the City of New York, New York where (a) the Debentures
outstanding under the Indenture may be presented or surrendered for payment,
(b) the Debentures may be presented for registration of transfer or exchange,
and (c) notices and demands to or upon the Issuer in respect of the Indenture
or the Debentures may be served. The Issuer also hereby confirms its prior
designation, pursuant to Section 1002 of the Indenture and Section 5.1 of the
Board Resolution establishing certain terms and provisions of the Debenture,
of the corporate trust office of PNB, presently located at Xxxxx Xxxxxx xxx
Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 as the office or agency of the
Issuer in the City of Pittsburgh, Pennsylvania for the aforesaid purposes.
PNB's resignation as Trustee, Bankers' succession as Trustee and the
designation of the office described in the second preceding sentence shall
each be effective at the close of business on the date of this instrument.
3. The Issuer represents and warrants to Bankers that:
(a) it is validly organized and existing under the laws
of the sate of its incorporation and has the power and
authority to carry out its business as now conducted;
(b) the Debentures were validly and lawfully issued;
(c) it has performed or fulfilled each covenant,
agreement and condition on its part to be performed
or fulfilled under the Indenture;
(d) it has no knowledge of the existence of any default,
or Event of Default (as defined in the Indenture),
or any event which upon notice or passage of time or
both would become an Event of Default under the
Indenture; and
(e) it has not appointed any paying agents under the
Indenture other than PNB.
4. PNB represents and warrants to the Issuer and to Bankers that:
(a) it has made, or promptly will make, available to
Bankers, originals of all documents relating to the
trust created by the Indenture and all information
in the possession of its corporate trust department
relating to the administration of the trust and will
furnish to Bankers any of such documents or
information as Bankers may select;
(b) based on information known to the Trustee, no
default, or Event of Default (as defined in the
Indenture), or any event which would notice or
passage of time or both would become an Event of
Default under the Indenture exists; and
(c) it has lawfully and fully discharged its duties as
Trustee under the Indenture.
5. Bankers represents and warrants to the Issuer that it is qualified
and eligible to act as Trustee under the Indenture, including under the
provisions of Sections 608 and 609 thereof.
6. Bankers hereby accepts the appointment as successor Trustee under
the Indenture and the trust created thereby, and assumes all rights, powers,
duties and obligations of the Trustee under the Indenture. Bankers will
execute said trust exercise and perform said rights, powers, duties and
obligations upon the terms and conditions set forth in the Indenture.
7. Bankers hereby accepts the designation of its corporate trust
office as the office or agency of the Issuer in the Borough of Manhattan, the
City of New York, New York for the purposes specified in paragraph 2.
8. PNB hereby acknowledges receipt of all compensation and other
amounts due it under the Indenture and hereby confirms, assigns, transfers and
sets over to Bankers, as successor Trustee under the Indenture, upon the trust
expressed in the Indenture, any and all moneys and all the rights, powers,
trusts, duties and obligations which PNB now holds as Trustee under and by
virtue of the Indenture.
9. Bankers shall, on behalf of the Company and PNB and at the expense
of the Company, mail a notice, in the form of Annex A hereto, of the
resignation and succession effected hereby to the holders of the Debentures
within 10 days of the date hereof.
10. Except as affected hereby, the Indenture is hereby confirmed and
shall remain in full force and effect.
11. The Issuer and PNB hereby agree, upon the request of Bankers, to
execute, acknowledge and deliver such further instruments of conveyance and
assurance and do such other things as may be required for more fully and
certainly vesting and confirming in Bankers all of the properties, rights,
powers, duties and obligations of Bankers as successor Trustee under the
Indenture.
12. Terms not otherwise defined in this Agreement are used as defined
in the Indenture.
13. This Agreement and the rights of the parties hereunder shall be
governed by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania.
14. This agreement may be executed and acknowledged in one or more
counterparts, and by the different parties hereto on separate counterparts,
each of which shall be deemed an original, and all such counterparts shall
together constitute but one and the same instrument. This Agreement shall
become effective upon the execution of counterparts hereof by all parties
hereto whether or not all such parties have executed the same counterpart.
WITNESS the due execution hereof as of the date first above written.
CORPORATE SEAL
ATTEST: EQUITABLE RESOURCES, INC.
------------------------------------ ----------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxx X. Xxxxxxx, Senior Vice
President - Financial and
Adminsitrative
CORPORATE SEAL
ATTEST: PITTSBURGH NATIONAL BANK
------------------------------------ ----------------------------------
Authorized Officer Xxxxxx X. Xxxxxxxxxx, Xx.,
Senior Vice President
and Secretary
CORPORATE SEAL
ATTEST: BANKERS TRUST COMPANY
------------------------------------ ----------------------------------
Assistant Secretary Vice President
ANNEX A
NOTICE OF RESIGNATION OF TRUSTEE
AND
APPOINTMENT OF SUCCESSOR TRUSTEE
To the Holders of
EQUITABLE GAS COMPANY
(now EQUITABLE RESOURCES, INC.)
DEBENTURES, 12-1/8% SERIES DUE APRIL 1, 2008
(the "Debentures")
NOTICE IS HEREBY GIVEN that, pursuant to Section 610 of the Indenture
dated as of April 1, 1983 (the "Indenture") under which the above mentioned
Debentures were issued, the undersigned PITTSBURGH NATIONAL BANK has resigned
as Trustee under the Indenture, and EQUITABLE RESOURCES, INC., formerly
Equitable Gas Company (the "Company"), has appointed BANKERS TRUST COMPANY as
successor Trustee under the Indenture. Bankers Trust Company has, pursuant to
Section 611 of the Indenture, accepted such appointment. The address of the
corporate trust office of the successor Trustee is Four Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000. The Company has also designed said office as the office
or agency of the Company in the Borough of Manhattan, the City of New York,
New York where (a) the Debentures may be presented or surrendered for payment,
(b) the Debentures may be presented for registration of transfer or exchange
and (c) notices and demands to or upon the Company in respect of the
Debentures or the Indenture may be served. Such resignation and succession and
the designation of such office are all effective at the close of business on
the date of this Notice. Pittsburgh national Bank remains the office or agency
of the Company for such purposes in the City of Pittsburgh, Pennsylvania.
Debentures being sent for payment or registration of transfer or
exchange should be sent to one of the following addresses:
By Mail By Hand
Corporate Trust Office Corporate Trust Office
Pittsburgh National Bank Pittsburgh National Bank
Fifth Avenue and Wood Street Fifth Avenue and Wall Street
Pittsburgh, PA 15222 Xxxxxxxxxx, XX 00000
Bankers Trust Company Bankers Trust Company
Corporate Trust and Agency Group Corporate Trust and Agency Group
Securities Processing Service Division Securities Processing Service Division
X.X. Xxx 0000 123 Washington Street
Church Street Station First Floor
New York, NY 10008 Xxx Xxxx, XX 00000
Dated: February 1, 1985 EQUITABLE RESOURCES, INC.
PITTSBURGH NATIONAL BANK
BANKERS TRUST COMPANY
COMMONWEALTH OF PENNSYLVANIA )
) ss:
COUNTY OF ALLEGHENY )
On this 1st day of February, 1985, before me, the undersigned
officer, personally appeared XXXX X. XXXXXXX, who acknowledged himself to be
Vice President - Financial and Administrative of Equitable Resources, Inc., a
corporation, and that he as such Vice President, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by
signing
the name of the corporation by himself as President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
COMMONWEALTH OF PENNSYLVANIA )
) ss:
COUNTY OF ALLEGHENY )
On this 1st day of February, 1985, before me, the undersigned
officer, personally appeared XXXXXX X. XXXXXXXXXX, XX., who acknowledged
himself to be Senior Vice President and Secretary of Pittsburgh National Bank,
a national banking association, and that he as such Senior Vice President and
Secretary, being authorized to do so, executed the foregoing instrument for
the purposes therein contained by signing the name of said banking association
by himself as Vice President and Secretary.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 1st day of February, 1985, before me, the undersigned
officer, personally appeared X. X. XXXXXX, who acknowledged himself to be Vice
President of Bankers Trust Company, a New York banking association, and that
he as such Vice President, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of said
banking association by himself as Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
