0001047469-05-025467 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 28th, 2005 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • New York

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

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Purchase Agreement
Purchase Agreement • October 28th, 2005 • Equitable Resources Inc /Pa/ • Natural gas transmisison & distribution • New York

Equitable Resources, Inc., a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $150,000,000 principal amount of its 5% Notes due 2015 (the “Notes”). The Notes will be issued pursuant to an Indenture dated as of July 1, 1996 between the Company and The Bank of New York, as successor trustee to the Bank of Montreal Trust Company (the “Trustee”).

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