Exhibit 4.4
TRUST AGREEMENT
OF
EQUITABLE RESOURCES CAPITAL TRUST I
THIS TRUST AGREEMENT is made as of January 7, 1998 (this "Trust
Agreement"), by and between Equitable Resources, Inc., a Pennsylvania
corporation, as depositor (the "Depositor"), and Bankers Trust (Delaware), as
trustee (the "Trustee"). The Depositor and the Trustee hereby agree as follows:
1. The trust created hereby shall be known as Equitable Resources Capital
Trust I (the "Trust"), in which name the Trustee or the Depositor, to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. (S) 3801, et seq. (the "Business Trust Act"), and that
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this document constitute the governing instrument of the Trust. The Trustee is
hereby authorized and directed to execute and file a certificate of trust with
the Delaware Secretary of State in accordance with the provisions of the
Business Trust Act.
3. An amended and restated Trust Agreement satisfactory to each party to
it and substantially in the form to be included as an exhibit to the 1933
Registration Statement (as herein defined), or in such other form as the parties
thereto may approve, will be entered into to provide for the contemplated
operation of the Trust created hereby and the issuance of the Capital Securities
and Common Securities referred to therein. Prior to the execution and delivery
of such amended and restated Trust Agreement, the Trustee shall not have any
duty or obligation hereunder or with respect of the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise. Notwithstanding the foregoing, the Trustee may
take all actions deemed proper as are necessary to effect the transactions
contemplated herein.
4. The Depositor, as the depositor of the Trust, is hereby authorized (i)
to file with the Securities and Exchange Commission (the "Commission") and to
execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"),
including pre-effective or post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Capital Securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the Capital Securities required to
be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A
or other appropriate form (the "1934 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the
registration of the Capital Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
or other exchange, or the National Association of Securities Dealers ("NASD"),
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Capital Securities to be listed on
the New York Stock Exchange or such other exchange, or the NASD's Nasdaq
National Market; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Capital Securities under the securities
or "Blue Sky" laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable; and (iv) to execute, deliver and perform
on behalf of the Trust an underwriting agreement with one or more underwriters
relating to the offering of the Capital Securities of the Trust. In the event
that any filing referred to in clauses (i), (ii) or (iii) above is required by
the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or securities or "Blue Sky" laws to be executed on behalf
of the Trust by the Trustee, the Trustee, in its capacity as trustee of the
Trust, is hereby authorized and directed to join in any such filing and to
execute on behalf of the Trust any and all of the foregoing, it being understood
that the Trustee, in its capacity as trustee of the Trust, shall not be required
to join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or securities or "Blue Sky" laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
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trustee of the Trust may resign upon thirty days' prior notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
EQUITABLE RESOURCES, INC.,
as Depositor
By: _______________________________
Name:
Title:
BANKERS TRUST (DELAWARE),
not in its individual capacity
but solely as Trustee
By: _______________________________
Name:
Title:
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