-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcK+DiSUtyG51hsMj3W3Php6BNwca/EWT91m43RP+CFJqIWKUF9qQiaGhVGJdzvN T6P7kxOUv5Q7t5CrAMBAXA== 0000930413-09-001456.txt : 20090317 0000930413-09-001456.hdr.sgml : 20090317 20090317162839 ACCESSION NUMBER: 0000930413-09-001456 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20090317 DATE AS OF CHANGE: 20090317 EFFECTIVENESS DATE: 20090317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-158060 FILM NUMBER: 09688329 BUSINESS ADDRESS: STREET 1: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 BUSINESS PHONE: 716-857-7000 MAIL ADDRESS: STREET 1: 6363 MAIN STREET STREET 2: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 S-3ASR 1 c56950_s3asr.htm c56950_s3asr.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

As filed with the Securities and Exchange Commission on March 17, 2009

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

National Fuel Gas Company
(Exact name of registrant as specified in its charter)

New Jersey  13-1086010 
(State or other jurisdiction of  (I.R.S. Employer 
incorporation or organization)  Identification Number) 

6363 Main Street
Williamsville, New York 14221
(716) 857-7000
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

DAVID F. SMITH  MICHAEL F. FITZPATRICK, JR., ESQ. 
President and Chief Executive Officer  DEWEY & LEBOEUF LLP 
6363 Main Street  1301 Avenue of the Americas 
Williamsville, New York 14221  New York, New York 10019 
(716) 857-7000  (212) 259-8000 

(Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service)

It is respectfully requested that the Commission send copies of all orders, notices and communications to:

TODD W. ECKLAND, ESQ.
PILLSBURY WINTHROP SHAW PITTMAN LLP
1540 Broadway
New York, New York 10036
(212) 858-1000

      Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     x

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box.      x

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.      o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    x Accelerated Filer    o
Non-Accelerated Filer  o (do not check if a smaller reporting company) Small Reporting Company     o

 


 

CALCULATION OF REGISTRATION FEE

    Amount to be Registered/ 
Title of Each Class of Securities    Proposed Maximum Offering Price Per Unit/ 
to be Registered    Proposed Maximum Aggregate Offering Price/ 
    Amount of Registration Fee (1) 
      Debt Securities     
     
      Common stock, one dollar ($1.00) par     
      value, common stock purchase rights     
     
      Stock purchase contracts (2)     
     
      Stock purchase units (2)     

(1)     

In accordance with General Instruction II.E of Form S-3 and Rule 457(r) under the Securities Act of 1933, the registrant is relying on Rule 456(b) thereunder to include an indeterminate aggregate initial offering price of the securities of each specified class to be registered under this registration statement and issued from time to time at indeterminate prices, including an indeterminate amount of debt securities, common stock, common stock purchase rights, stock purchase contracts or stock purchase units. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, other securities or that are issued in units. The registrant has elected to defer payment of the registration fee pursuant to Rule 456(b) under the Securities Act.

 
(2)     

The stock purchase contracts may be issued separately or as part of stock purchase units. Each stock purchase unit will consist of (a) a stock purchase contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of the registrant’s common stock and (b) a beneficial interest in debt securities, trust preferred securities, preferred stock or debt obligations of either the registrant or third parties, including U.S. Treasury securities, purchased with the proceeds from the sale of the stock purchase units. Each beneficial interest will be pledged to secure the obligation of such holder to purchase such shares of common stock. No separate consideration will be received for the stock purchase contracts or the related beneficial interests. Includes an indeterminate number of shares of common stock to be issued by the registrant upon settlement of the stock purchase contracts.

 

PROSPECTUS

National Fuel Gas Company
DEBT SECURITIES
COMMON STOCK
STOCK PURCHASE CONTRACTS
and
STOCK PURCHASE UNITS

National Fuel Gas Company may periodically sell any or all of the following securities to the public:

  • debt securities;
  • common stock;
  • stock purchase contracts; and
  • stock purchase units.

     National Fuel Gas Company will provide specific terms of its securities, including their offering prices, in supplements to this prospectus. The supplements may also add, update or change information contained in this prospectus. You should read this prospectus and any supplements carefully before you invest.

     National Fuel Gas Company’s common stock is listed on the New York Stock Exchange and trades under the symbol “NFG.”

     Investing in the securities involves risks. See “Risk Factors” on page 2 for information on certain risks related to the purchase of securities.

     National Fuel Gas Company may offer these securities directly or through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements. The “Plan of Distribution” section on page 18 of this prospectus also provides more information on this topic.

     National Fuel Gas Company’s principal executive offices are located at 6363 Main St., Williamsville, New York 14221 and its telephone number is (716) 857-7000.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 17, 2009.


No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus or the accompanying prospectus supplement and, if given or made, such information or representations must not be relied upon as having been authorized. This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus and the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstance in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or the accompanying prospectus supplement, nor any sale made under this prospectus or the accompanying prospectus supplement shall, under any circumstances, create any implication that there has been no change in the affairs of National Fuel Gas Company since the date of this prospectus or the accompanying prospectus supplement or that the information contained or incorporated by reference in this prospectus or the accompanying prospectus supplement is correct as of any time subsequent to the date of such information.

TABLE OF CONTENTS  PAGE 
ABOUT THIS PROSPECTUS  2 
RISK FACTORS  2 
NATIONAL FUEL GAS COMPANY  3 
WHERE CAN YOU FIND MORE INFORMATION  4 
INCORPORATION BY REFERENCE  4 
RATIO OF EARNINGS TO FIXED CHARGES  5 
USE OF PROCEEDS  5 
DESCRIPTION OF DEBT SECURITIES  6 
DESCRIPTION OF COMMON STOCK  14 
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS  17 
PLAN OF DISTRIBUTION  18 
EXPERTS  19 
LEGAL OPINIONS  19 
 
 

ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that National Fuel Gas Company (“National”) has filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, National may sell the securities or combinations of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities that National may offer. Each time National sells securities, National will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

     For more detailed information about the securities, you can read the exhibits to the registration statement. Those exhibits have been either filed with the registration statement or incorporated by reference to earlier SEC filings listed in the registration statement.

     References in this prospectus and the prospectus supplement to “National” are to National Fuel Gas Company, National Fuel Gas Company and its subsidiaries or National Fuel Gas Company’s subsidiaries as appropriate in the context of the disclosure.

RISK FACTORS

     In considering whether or not to purchase securities of National, you should carefully consider the risks described under “Risk Factors” in the prospectus supplement and in the documents National incorporates by reference in this prospectus and the prospectus supplement, as well as the other information included or incorporated by reference in this prospectus and the prospectus supplement.

2


NATIONAL FUEL GAS COMPANY

     National, incorporated in 1902, is a holding company organized under the laws of New Jersey. National is engaged in the business of owning and holding securities issued by its subsidiaries.

     National and its subsidiaries comprise a diversified energy company consisting of four reportable business segments:

  • the Utility segment, which sells natural gas and provides natural gas transportation services through a local distribution system located in western New York and northwestern Pennsylvania;
  • the Pipeline and Storage segment, which provides interstate natural gas transportation and storage services;
  • the Exploration and Production segment, which is engaged in the exploration for, and the development and purchase of, natural gas and oil reserves in California, the Appalachian region of the United States, Wyoming and the Gulf Coast region of Texas, Louisiana and Alabama; and
  • the Energy Marketing segment, which markets natural gas to industrial, wholesale, commercial, public authority and residential customers primarily in western and central New York and northwestern Pennsylvania.

     National’s other businesses are engaged in the marketing of timber, the operation of sawmills and the processing of timber, in the purchase, sale and transportation of landfill gas, and in the development or operation of mid-range independent power production facilities and landfill gas electric generation facilities.

     National’s principal executive offices are located at 6363 Main Street, Williamsville, New York 14221 and its telephone number is (716) 857-7000.

3


WHERE CAN YOU FIND MORE INFORMATION

     National files annual, quarterly and other reports, proxy statements and other information with the SEC. These SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any of these SEC filings at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Information about National is also available on National’s website, www.natfuel.com. Other than any SEC filings incorporated by reference in this prospectus, the information available on National’s website is not part of this prospectus or any prospectus supplement thereto.

INCORPORATION BY REFERENCE

     National discloses important information to you by referring you to documents that it has filed with the SEC that are “incorporated by reference” in this prospectus. The information incorporated by reference is an important part of this prospectus. Information that National files in the future with the SEC will automatically update and supersede the information included in this prospectus and will also automatically update and supersede any information previously incorporated by reference. National incorporates by reference the documents listed below and any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), excluding information deemed furnished and not filed, until this offering is terminated:

  • Annual Report on Form 10-K for the year ended September 30, 2008 (filing date of November 26, 2008);
  • Amended Annual Report on Form 10-K/A for the year ended September 30, 2008 (filing date of January 6, 2009);
  • Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 (filing date of February 6, 2009); and
  • Current Reports on Form 8-K filed with the SEC on December 4, 2008, December 29, 2008, January 2, 2009, January 20, 2009 (to the extent filed under Item 8.01 thereof) and March 17, 2009.

     You may request a copy of these filings, at no cost, by writing or calling Paula M. Ciprich, Secretary, National Fuel Gas Company,
6363 Main Street, Williamsville, New York 14221; telephone number (716) 857-7548.

4


RATIO OF EARNINGS TO FIXED CHARGES

     The following table shows the ratio of National’s earnings to fixed charges for the periods indicated:

Three Months           
Ended           
December 31, 20081  Fiscal Years Ended September 30, 
  2008  2007  2006  2005  2004 
  6.68  5.31  4.64  3.66  3.50 

     For the purpose of calculating the ratio of earnings to fixed charges, “Fixed Charges” represent the sum of interest expense, excluding any amounts recorded in interest expense as allowance for borrowed funds used in construction or amortization of loss on reacquired debt, and an estimate of the interest within rental expense. “Earnings” represents the amount resulting from adding the following items: pretax income from continuing operations before adjustment for income or loss from equity investees (unconsolidated subsidiaries), fixed charges (as defined in the previous sentence), and distributed income of equity investees (unconsolidated subsidiaries).

      1 National’s earnings were insufficient to cover fixed charges by $75.3 million for the three months ended December 31, 2008.

USE OF PROCEEDS

     Except as may otherwise be set forth in an applicable prospectus supplement, the proceeds from the sale of these securities may be used to reduce short-term indebtedness, to redeem or discharge indebtedness, to finance a portion of National’s capital expenditures, for corporate development purposes, including, without limitation, acquisitions made by or on behalf of National or its subsidiaries, and for other general corporate purposes.

5


DESCRIPTION OF DEBT SECURITIES

General

     The following description sets forth certain general terms and provisions of National’s unsecured debt securities, consisting of debentures and medium-term notes, that National may offer by this prospectus. National will describe the particular terms of the debt securities, and provisions that vary from those described below, in one or more prospectus supplements.

     The debt securities will be National’s direct unsecured general obligations. The debt securities will be senior debt securities. National may issue the debt securities from time to time in one or more series, under an indenture, dated as of October 1, 1999, between National and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the “Trustee”). This indenture, as it may be amended and supplemented from time to time, is referred to in this prospectus as the “Indenture.”

     The following descriptions of the debt securities and the Indenture are summaries and are qualified by reference to the Indenture. This summary does not contain a complete description of the debt securities. You should read this summary together with the Indenture and the officer’s certificates or other documents establishing the debt securities for a complete understanding of the provisions that may be important to you. References to certain sections of the Indenture are included in parentheses. Whenever particular provisions or defined terms in the Indenture are referred to under this “Description of Debt Securities,” such provisions or defined terms are incorporated by reference herein. The Indenture is qualified under the Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939 for provisions that apply to the debt securities.

      The debt securities will rank equally with all of National’s other senior, unsecured and unsubordinated debt.

     Because National is a holding company that conducts all of its operations through subsidiaries, holders of debt securities will generally have a position junior to claims of creditors (including trade creditors of and holders of indebtedness issued by any such subsidiary) and preferred stockholders of the subsidiaries of National. No subsidiary currently has outstanding shares of preferred stock.

     The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to that offering. These terms will include any of the following terms that apply to that series:

  • the title of the debt securities;
  • the total principal amount of the debt securities;
  • the date or dates on which the principal of the debt securities will be payable and how it will be paid;
  • the rate or rates at which the debt securities will bear interest, or how such rate or rates will be determined;
  • the date or dates from which interest on the debt securities will accrue, the interest payment dates on which interest will be paid, and the record dates for interest payments;
  • any right to extend the interest payment periods for the debt securities and the duration of the extension;
  • the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated;
  • any date or dates on which, and the price or prices at which, the debt securities may be redeemed at the option of National and any restrictions on such redemptions;
  • any sinking fund or other provisions or options held by holders of debt securities that would obligate National to repurchase or otherwise redeem the debt securities;

6


  • any changes or additions to the events of default under the Indenture or changes or additions to the covenants under the Indenture;
  • if the debt securities will be issued in denominations other than $1,000;
  • if payments on the debt securities may be made in a currency or currencies other than United States dollars;
  • any convertible feature or options regarding the debt securities;
  • any rights or duties of another person to assume the obligations of National with respect to the debt securities;
  • any collateral, security, assurance or guarantee for the debt securities; and
  • any other terms of the debt securities not inconsistent with the terms of the Indenture.

(See Section 301.)

     The Indenture does not limit the principal amount of debt securities that may be issued. The Indenture allows debt securities to be issued up to the principal amount that may be authorized by National. Unless otherwise specified in the prospectus supplement, any limit upon the aggregate principal amount of the debt securities of any series may be increased without the consent of any holders and additional debt securities of such series may be authenticated and delivered up to the limit on the aggregate principal amount authorized with respect to such series as so increased. Accordingly, the debt securities of any series may be increased on the same terms and conditions, except for the issue price and the issue date, and with the same CUSIP numbers as the debt securities of such series initially offered.

     Debt securities may be sold at a discount below their principal amount. United States federal income tax considerations applicable to debt securities sold at an original issue discount may be described in the prospectus supplement. In addition, certain United States federal income tax or other considerations applicable to any debt securities which are denominated or payable in a currency or currency unit other than United States dollars may be described in the prospectus supplement.

     Except as may otherwise be described in a prospectus supplement, the covenants contained in the Indenture will not afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving National or in the event of a change in control.

Payment And Paying Agents

     Except as may be provided in the prospectus supplement, interest, if any, on each debt security payable on each interest payment date will be paid to the person in whose name such debt security is registered as of the close of business on the regular record date for the interest payment date. However, interest payable at maturity will be paid to the person to whom the principal is paid. If there has been a default in the payment of interest on any debt security, the defaulted interest may be paid to the holder of such debt security as of the close of business on a date to be fixed by the Trustee, which will be between 10 and 15 days prior to the date proposed by National for payment of such defaulted interest or in any other manner permitted by any securities exchange on which such debt security may be listed, if the Trustee finds it practicable. (See Section 307.)

     Unless otherwise specified in the prospectus supplement, principal of, and premium, if any, and interest, if any, on the debt securities at maturity will be payable upon presentation of the debt securities at the corporate trust office of the Trustee, in The City of New York, as paying agent. National may change the place of payment on the debt securities, may appoint one or more additional paying agents (including National) and may remove any paying agent, all at the discretion of National. (See Section 602.)

Registration And Transfer

     Unless otherwise specified in a prospectus supplement, the transfer of debt securities may be registered, and debt securities may be exchanged for other debt securities of the same series or tranche, of authorized denominations and with the same terms and principal amount, at the corporate trust office of the Trustee in The City of New York. National may change the place for registration of transfer and exchange of the debt securities and may designate additional places for such registration and exchange. Unless

7


otherwise provided in the prospectus supplement, no service charge will be made for any transfer or exchange of the debt securities. However, National may require payment to cover any tax or other governmental charge that may be imposed. National will not be required to execute or to provide for the registration of transfer of, or the exchange of, (a) any debt security during a period of 15 days prior to giving any notice of redemption or (b) any debt security selected for redemption except the unredeemed portion of any debt security being redeemed in part. (See Section 305.)

Satisfaction And Discharge

     National will be discharged from its obligations on the debt securities of a particular series, or any portion of the principal amount of the debt securities of such series, if it irrevocably deposits with the Trustee sufficient cash or government securities to pay the principal, or portion of principal, interest, any premium and any other sums when due on the debt securities of such series at their maturity, stated maturity date, or redemption. (See Section 701.)

     The Indenture will be deemed satisfied and discharged when no debt securities remain outstanding and when National has paid all other sums payable by National under the Indenture. (See Section 702.)

     All moneys National pays to the Trustee or any paying agent on debt securities which remain unclaimed at the end of two years after payments have become due will be paid to or upon the order of National. Thereafter, the holder of such debt security may look only to National for payment thereof. (See Section 603.)

Limitation On Liens On Subsidiary Capital Stock

     The Indenture provides that, except as otherwise specified with respect to a particular series of debt securities, National will not pledge, mortgage, hypothecate or grant a security interest in, or permit any pledge, mortgage, security interest or other lien upon, any capital stock of any of its majority-owned subsidiaries, which capital stock National now or hereafter directly owns, to secure any Indebtedness, as defined below, without also securing the outstanding debt securities (so long as the other Indebtedness shall be so secured) equally and ratably, with or, at National’s option, prior to, the other Indebtedness and any other Indebtedness similarly entitled to be so secured.

      This limitation does not apply to, or prevent the creation or existence of:

      (1)      any pledge, mortgage, security interest, lien or encumbrance upon any such capital stock created at the time National acquires that capital stock or within 270 days after that time to secure the purchase price for that capital stock so acquired;
 
  (2)      any pledge, mortgage, security interest, lien or encumbrance upon any such capital stock existing at the time National acquires that capital stock, whether or not National assumes the secured obligations; or
 
  (3)      any extension, renewal, replacement or refunding of any pledge, mortgage, security interest, lien or encumbrance permitted by (1) and (2) above, or of any Indebtedness secured thereby; provided, that,
 
    (a)      the principal amount of Indebtedness so secured immediately after the extension, renewal, replacement or refunding may not exceed the principal amount of Indebtedness so secured immediately before the extension, renewal, replacement or refunding; and
 
    (b)      the extension, renewal, replacement or refunding of such pledge, mortgage, security interest, lien or encumbrance is limited to no more than the same proportion of all shares of capital stock as were covered by the pledge, mortgage, security interest, lien or encumbrance that was extended, renewed, refunded or replaced; or
 
  (4)      any judgment, levy, execution, attachment or other similar lien arising in connection with court proceedings, provided that:
 
    (a)      the execution or enforcement of the lien is effectively stayed within 30 days after entry of the corresponding judgment, or the corresponding judgment has been discharged within such 30 day period, and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; or

8


               (b)      the payment of the lien is covered in full by insurance and the insurance company has not denied or contested coverage thereof; or
 
    (c)      so long as the lien is adequately bonded, any appropriate legal proceedings that may have been duly initiated for the review of the corresponding judgment, decree or order shall not have been fully terminated or the period within which these proceedings may be initiated shall not have expired.

     Any pledge, mortgage, security interest, lien or encumbrance on any shares of the capital stock of any of the majority-owned subsidiaries of National, which shares of capital stock National now or hereafter directly owns, to secure any Indebtedness other than as described in (1) through (4) above, is referred to in this prospectus as a “Restricted Lien.” This limitation on liens does not apply to the extent that National creates any Restricted Liens to secure Indebtedness that, together with all other Indebtedness of National secured by Restricted Liens, does not at the time exceed 5% of National’s Consolidated Capitalization. (See Section 608.)

      For this purpose, “Consolidated Capitalization” means the sum of:

      (1)      Consolidated Common Shareholders’ Equity;
 
  (2)      Consolidated Indebtedness, exclusive of any that is due and payable within one year of the date the sum is determined; and, without duplication
 
  (3)      any preference or preferred stock of National or any Consolidated Subsidiary, as defined below, which is subject to mandatory redemption or sinking fund provisions.

     The term “Consolidated Common Shareholders’ Equity,” as used above, means the total assets of National and its Consolidated Subsidiaries that would, in accordance with generally accepted accounting principles in the United States, be classified on a balance sheet as assets, less: (a) all liabilities of National and its Consolidated Subsidiaries that would, in accordance with generally accepted accounting principles in the United States, be classified on a balance sheet as liabilities; (b) minority interests owned by third parties in Consolidated Subsidiaries of National; and (c) preference or preferred stock of National and its Consolidated Subsidiaries only to the extent any such preference or preferred stock is subject to mandatory redemption or sinking fund provisions.

     The term “Consolidated Indebtedness,” as used above, means total indebtedness as shown on the consolidated balance sheet of National and its Consolidated Subsidiaries.

     The term “Consolidated Subsidiary,” as used above, means at any date any majority-owned subsidiary the financial statements of which under generally accepted accounting principles in the United States would be consolidated with those of National in its consolidated financial statements as of such date.

      For purposes of the limitation described in the first paragraph under this heading, “Indebtedness” means:

      (1)      all indebtedness created or assumed by National for the repayment of money borrowed;
 
  (2)      all indebtedness for money borrowed secured by a lien upon capital stock owned by National and upon which indebtedness for money borrowed National customarily pays interest, although National has not assumed or become liable for the payment of such indebtedness for money borrowed; and
 
  (3)      all indebtedness of others for money borrowed which is guaranteed as to payment of principal by National or in effect guaranteed by National through a contingent agreement to purchase such indebtedness for money borrowed, but excluding from this definition any other contingent obligation of National in respect of indebtedness for money borrowed or other obligations incurred by others.

     The foregoing limitation does not limit in any manner the ability of: (1) National to place liens on any of its assets other than the capital stock of directly held, majority-owned subsidiaries; (2) National to cause the transfer of its assets or those of its subsidiaries, including the capital stock covered by the foregoing restrictions; or (3) any of the direct or indirect subsidiaries of National to place liens on any of their assets.

9


     In addition, the Indenture provides that if debentures issued by National under the indenture dated as of October 15, 1974, as supplemented (1974 Indenture), between National and The Bank of New York Mellon, as trustee, in an aggregate principal amount in excess of 5% of National’s Consolidated Capitalization become secured pursuant to the provisions of the 1974 Indenture, National will secure any outstanding debt securities equally and ratably with those debentures. If National secures the outstanding debt securities, as provided in the prior sentence, then if and for so long as the aggregate principal amount of the debentures secured pursuant to the 1974 Indenture at any time decreases and as a result constitutes 5% or less of National’s Consolidated Capitalization, the outstanding debt securities will no longer be secured. (See Section 608.)

      As of December 31, 2008, the Consolidated Capitalization of National was approximately $2,593,467,000.

Consolidation, Merger, And Sale Of Assets

     Under the terms of the Indenture, National may not consolidate with or merge into any other entity or convey, transfer or lease its properties and assets substantially as an entirety to any entity, unless:

  • the surviving or successor entity is organized and validly existing under the laws of any domestic jurisdiction and it expressly assumes National’s obligations on all debt securities and under the Indenture;
  • immediately after giving effect to the transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default shall have occurred and be continuing; and
  • National shall have delivered to the Trustee an officer’s certificate and an opinion of counsel as to compliance with the foregoing.

      The terms of the Indenture do not restrict National in a merger in which National is the surviving entity. (See Section 1101.)

Events Of Default

      “Event of default” when used in the Indenture with respect to any series of debt securities, means any of the following:

  • failure to pay interest, if any, on any debt security of the applicable series for 30 days after it is due;
  • failure to pay the principal of or premium, if any, on any debt security of the applicable series when due (whether at maturity or upon earlier redemption);
  • failure to perform any other covenant in the Indenture, other than a covenant that does not relate to that series of debt securities, that continues for 90 days after National receives written notice from the Trustee, or National and the Trustee receive a written notice from the holders of at least 33% in principal amount of the debt securities of such series; however, the Trustee or the Trustee and the holders of such principal amount of debt securities of this series can agree to an extension of the 90 day period and such an agreement to extend will be automatically deemed to occur if National is diligently pursuing action to correct the default;
  • certain events in bankruptcy, insolvency or reorganization of National; or
  • any other event of default included in any supplemental indenture or officer’s certificate for a specific series of debt securities.

(See Section 801).

     The Trustee may withhold notice to the holders of debt securities of any default, except default in the payment of principal, premium or interest, if it considers such withholding of notice to be in the interests of the holders. An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the Indenture.

10


Remedies

   Acceleration of Maturity

     If an event of default with respect to fewer than all the series of debt securities occurs and continues, either the Trustee or the holders of at least 33% in principal amount of the debt securities of such series may declare the entire principal amount of all the debt securities of such series, together with accrued interest, to be due and payable immediately. However, if the event of default is applicable to all outstanding debt securities under the Indenture, only the Trustee or holders of at least 33% in principal amount of all outstanding debt securities of all series, voting as one class, and not the holders of any one series, may make such a declaration of acceleration.

     At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained, the event of default giving rise to such declaration of acceleration will be considered waived, and such declaration and its consequences will be considered rescinded and annulled, if:

     
  • National has paid or deposited with the Trustee a sum sufficient to pay:
     
        - - all overdue interest, if any, on all debt securities of the series;
     
        - - the principal of and premium, if any, on any debt securities of the series which have otherwise become due and interest, if any, that is currently due;
     
        - - interest, if any, on overdue interest; and
     
        - - all amounts due to the Trustee under the Indenture; and
     
     
  • any other event of default with respect to the debt securities of that series shall have been cured or waived as provided in the Indenture.

         There is no automatic acceleration, even in the event of bankruptcy, insolvency or reorganization of National. (See Section 802.)

        Right to Direct Proceedings

         Other than its duties in case of an event of default, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders, unless the holders offer the Trustee a reasonable indemnity. (See Section 903.) If they provide a reasonable indemnity, the holders of a majority in principal amount of any series of debt securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred upon the Trustee. However, if the event of default relates to more than one series, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. (See Section 812). The Trustee is not obligated to comply with directions that conflict with law or other provisions of the Indenture.

       Limitation on Right to Institute Proceedings

         No holder of debt securities of any series will have any right to institute any proceeding under the Indenture, or to exercise any remedy under the Indenture, unless:

    • the holder has previously given to the Trustee written notice of a continuing event of default;
    • the holders of a majority in aggregate principal amount of the outstanding debt securities of all series in respect of which an event of default shall have occurred and be continuing have made a written request to the Trustee, and have offered reasonable indemnity to the Trustee to institute proceedings; and

    11


    • the Trustee has failed to institute any proceeding for 60 days after notice and has not received any direction inconsistent with the written request of holders during such period.

    (See Section 807.)

       No Impairment of Right to Receive Payment

         However, such limitations do not apply to a suit by a holder of a debt security for payment of the principal of or premium, if any, or interest, if any, on such debt security on or after the applicable due date. (See Section 808.)

    Annual Notice to Trustee

         National will provide to the Trustee an annual statement by an appropriate officer as to National’s compliance with all conditions and covenants under the Indenture. (See Section 606.)

    Modification and Waiver

         National and the Trustee may enter into one or more supplemental indentures without the consent of any holder of debt securities for any of the following purposes:

         
  • to evidence the assumption by any permitted successor of the covenants of National in the Indenture and in the debt securities;
     
     
  • to add additional covenants of National or to surrender any right or power of National under the Indenture;
     
     
  • to add additional events of default;
     
     
  • to change, eliminate, or add any provision to the Indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of debt securities of any series in any material respect, such change, elimination, or addition will become effective only:
     
        - - when the consent of the holders of debt securities of such series has been obtained in accordance with the Indenture; or
     
        - - when no debt securities of the affected series remain outstanding under the Indenture;
     
     
  • to provide collateral security for all but not part of the debt securities;
     
     
  • to establish the form or terms of debt securities of any other series as permitted by the Indenture;
     
     
  • to provide for the authentication and delivery of bearer securities and coupons attached thereto;
     
     
  • to evidence and provide for the acceptance of appointment of a successor trustee;
     
     
  • to provide for the procedures required for use of a noncertificated system of registration for the debt securities of all or any series;
     
     
  • to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to National may be served; or

    12


    • to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the Indenture; provided that such action shall not adversely affect the interests of the holders of debt securities of any series in any material respect.

    (See Section 1201.)

         The holders of at least a majority in aggregate principal amount of the debt securities of all series then outstanding may waive compliance by National with certain restrictive provisions of the Indenture. (See Section 607.) The holders of not less than a majority in principal amount of the outstanding debt securities of any series may waive any past default under the Indenture with respect to that series, except a default in the payment of principal, premium, if any, or interest and certain covenants and provisions of the Indenture that cannot be modified or be amended without the consent of the holder of each outstanding debt security of the series affected. (See Section 813.)

         If the Trust Indenture Act of 1939 is amended after the date of the Indenture in such a way as to require changes to the Indenture, the Indenture will be deemed to be amended so as to conform to such amendment of the Trust Indenture Act of 1939. National and the Trustee may, without the consent of any holders, enter into one or more supplemental indentures to evidence such an amendment. (See Section 1201.)

         The consent of the holders of a majority in aggregate principal amount of the debt securities of all series then outstanding is required for all other modifications to the Indenture. However, if less than all of the series of debt securities outstanding are directly affected by a proposed supplemental indenture, then the consent only of the holders of a majority in aggregate principal amount of all series that are directly affected will be required. No such amendment or modification may:

    • change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, or reduce the principal amount of any debt security or its rate of interest or change the method of calculating such interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any debt security, without the consent of the holder;
    • reduce the percentage in principal amount of the outstanding debt securities of any series which consent is required for any supplemental indenture or any waiver of compliance with a provision of the Indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or
    • modify certain of the provisions of the Indenture relating to supplemental indentures, waivers of certain covenants and waivers of past defaults with respect to the debt securities of any series, without the consent of the holder of each outstanding debt security affected thereby.

         A supplemental indenture which changes the Indenture solely for the benefit of one or more particular series of debt securities, or modifies the rights of the holders of debt securities of one or more series, will not affect the rights under the Indenture of the holders of the debt securities of any other series. (See Section 1202.)

         The Indenture provides that debt securities owned by National or anyone else required to make payment on the debt securities shall be disregarded and considered not to be outstanding in determining whether the required holders have given a request or consent. (See Section 101.)

         National may fix in advance a record date to determine the required number of holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other such act of the holders, but National shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act of the holders may be given before or after such record date, but only the holders of record at the close of business on that record date will be considered holders for the purposes of determining whether holders of the required percentage of the outstanding debt securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act of the holders. For that purpose, the outstanding debt securities shall be computed as of the record date. Any request, demand, authorization, direction, notice, consent, election, waiver or other act of a holder shall bind every future holder of the same debt securities and the holder of every debt security issued upon the registration of transfer of or in exchange of such debt securities. A transferee will be bound by acts of the

    13


    Trustee or National taken in reliance thereon, whether or not notation of such action is made upon such debt security. (See Section 104.)

    Resignation Of The Trustee

         The Trustee may resign at any time by giving written notice to National or may be removed at any time by act of the holders of a majority in principal amount of all series of debt securities then outstanding delivered to the Trustee and National. No resignation or removal of the Trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee. So long as no event of default or event which, after notice or lapse of time, or both, would become an event of default has occurred and is continuing and except with respect to a Trustee appointed by act of the holders, if National has delivered to the Trustee a resolution of its Board of Directors appointing a successor trustee and such successor has accepted such appointment in accordance with the terms of the Indenture, the Trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with the Indenture. (See Section 910.)

    Notices

         Notices to holders of debt securities will be given by mail to the addresses of such holders as they may appear in the security register therefor. (See Section 106.)

    Title

         National, the Trustee, and any agent of National or the Trustee, may treat the person in whose name debt securities are registered as the absolute owner thereof, whether or not such debt securities may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary. (See Section 308.)

    Governing Law

         The Indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. (See Section 112.)

    Regarding The Trustee

         The Trustee will be The Bank of New York Mellon. In addition to acting as Trustee, The Bank of New York Mellon acts, and may act, as trustee under various indentures and trusts of National and its affiliates.

    DESCRIPTION OF COMMON STOCK

         The following description of National’s common stock is a summary and is qualified by reference to the terms and provisions of National’s Restated Certificate of Incorporation, as amended (Restated Certificate of Incorporation), its By-Laws, and the Amended and Restated Rights Agreement, dated as of December 4, 2008, between National and The Bank of New York Mellon, as rights agent (Rights Agreement), which are filed as exhibits to the registration statement to which this prospectus relates and incorporated herein by reference. Reference is also made to the indenture dated as of October 15, 1974, as supplemented (1974 Indenture), between National Fuel and The Bank of New York Mellon, as trustee. (The 1974 Indenture includes a limitation on the payment of dividends, as described below under “Dividend Rights.” The Company’s other indenture, dated as of October 1, 1999, between National and The Bank of New York Mellon, contains no such limitation.)

         No shares of preferred stock of National are currently outstanding. However, the Board of Directors of National has the ability to issue one or more series of preferred stock from time to time. The actual effect of the preferred stock upon the rights of the holders of National’s common stock will not be known until National’s Board of Directors determines the respective rights of the holders of one or more series of preferred stock. Such effects, however, might include: (a) restrictions on dividends on National’s common stock if dividends on the preferred stock are in arrears; (b) dilution of the voting power of National’s common stock; (c) restrictions on the rights of the holders of National’s common stock to share in National’s assets upon liquidation due to satisfaction of any liquidation preference granted to the preferred stock; and (d) dilution of rights of holders of National’s common stock to share in National’s assets upon liquidation if the preferred stock is participating with respect to distributions upon such liquidation.

    14


    Dividend Rights

         The holders of common stock are entitled to receive dividends as declared by the Board of Directors, out of funds legally available for the purpose and subject to a limitation in the 1974 Indenture. The 1974 Indenture prohibits the payment of cash dividends on, and the purchase or redemption of, common stock if the cumulative dividends on and amounts paid for purchase or redemption of common or preferred stock since December 31, 1967 exceed or would exceed consolidated net income available for dividends for that same period plus $10 million plus any additional amount authorized or approved, upon application of National, by the SEC. The amount available for the declaration and payment of dividends on National’s common stock pursuant to this restriction will be described in the applicable prospectus supplement.

         The Board of Directors’ ability to declare dividends on common stock may also be limited by the rights and preferences of certain series of preferred stock, which may be issued from time to time, and by the terms of instruments defining the rights of holders of outstanding indebtedness of National.

    Voting Rights And Classification Of The Board Of Directors

         The holders of common stock are entitled to one vote per share. The affirmative vote of the majority of the votes cast by the holders of the common stock is required for the merger or consolidation of National or for the sale of substantially all of its assets. The Board of Directors is divided into three classes, each with, as nearly as possible, an equal number of directors.

    Liquidation Rights

         Upon any dissolution, liquidation or winding up of National, the holders of common stock are entitled to receive pro rata all of National’s assets and funds remaining after payment of or provision for creditors and subject to the rights and preferences of each series of preferred stock.

    Preemptive Rights

         Holders of common stock and any series of preferred stock that may be issued have no preemptive right to purchase or subscribe for any shares of capital stock of National.

    Common Stock Purchase Rights

         The holders of the common stock, including the common stock sold pursuant to this prospectus, have one right for each of their shares. Each right, which will initially be evidenced by the common stock certificates representing the outstanding shares of common stock of National, entitles the holder to purchase one-half of one share of common stock at a purchase price of $75.00 per half share, being $150.00 per full share, subject to adjustment (Purchase Price).

         The rights become exercisable upon the occurrence of a distribution date. Subject to redemption or exchange of the rights, at any time following a distribution date, each holder of a right will be entitled to receive, upon exercise of the right, common stock of National (or, under certain circumstances, other securities or assets of National) having a value equal to two times the amount paid to exercise the right. However, the rights are subject to redemption or exchange by National prior to their exercise as described below.

    A distribution date would occur upon the earlier of:

    • ten days after the public announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of National’s common stock or other voting stock having 10% or more of the aggregate voting power of National’s common stock and other voting stock, except in circumstances described below; and
    • ten business days after the commencement or announcement by a person or group of an intention to make a tender or exchange offer that would result in that person acquiring, or obtaining the right to acquire, beneficial ownership of National’s common stock or other voting stock having 10% or more of the total voting power of National’s common stock and other voting stock.

    15


         Beneficial ownership of National’s common stock includes, among other things, certain derivative or synthetic arrangements having characteristics of a long position in National’s common stock. In addition, the phrase "then outstanding," when used with reference to a person’s beneficial ownership of securities of National, means the number of securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such person would be deemed to own beneficially under the Rights Agreement.

         A distribution date would not occur where the acquisition described in the first bullet point above results from a reduction in the number of National’s shares of voting stock outstanding due to the repurchase of shares by National, unless and until the acquiring person or group, after becoming aware of its 10% stake, acquires any additional shares of National’s then outstanding voting stock. Similarly, a distribution date would not occur if National’s Board of Directors determines that the person or group that acquired the 10% stake did so inadvertently and without any intention of changing or influencing control of National, and if that person or group, after being advised of the Board of Directors’ determination, reduces its stake below 10% within a period of time set by the Board of Directors.

         In certain situations after a person or group has acquired beneficial ownership of 10% or more of the total voting power of National’s stock as described above, each holder of a right will be entitled to receive, upon exercise of the right, common stock of the acquiring company having a value equal to two times the amount paid to exercise the right. These situations would arise if National is acquired in a merger or other business combination or if 50% or more of National’s assets or earning power are sold or transferred.

         At any time prior to the end of business on the tenth day following the announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the total voting power of National (except in the circumstances described above in which a distribution date would not occur), National may redeem the rights in whole, but not in part, at a price of $.005 per right, payable in shares of common stock, other securities, cash or other assets. A decision to redeem the rights requires the vote of 75% of National’s full Board of Directors. Also, at any time following the announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the total voting power of National, 75% of National’s full Board of Directors may vote to exchange the rights, in whole or in part, at an exchange rate of one share of common stock per right, subject to certain adjustments. Notwithstanding the foregoing, the Board of Directors may not effect an exchange after a person or group has acquired, or obtained the right to acquire, beneficial ownership of 50% or more of the common stock then outstanding.

         After a distribution date, rights that are owned by an acquiring person will be null and void. Upon exercise of the rights, National may need additional regulatory approvals to satisfy the requirements of the Rights Agreement. The rights will expire on July 31, 2018, unless they are exchanged or redeemed earlier than that date.

         The rights have anti-takeover effects because they will cause substantial dilution of the common stock if a person attempts to acquire National on terms not approved by the Board of Directors.

    Business Combinations

         National’s Restated Certificate of Incorporation provides that certain conditions must be met before the consummation of any merger or other business combination by National or any of its subsidiaries with any stockholder who is directly or indirectly the beneficial owner of 5% or more of National’s outstanding common stock (substantial stockholder) or with an affiliate of any substantial stockholder. The term substantial stockholder does not include National, any of its subsidiaries, or any trustee holding common stock of National for the benefit of the employees of National or any of its subsidiaries pursuant to one or more employee benefit plans or arrangements. The conditions, which are in addition to those otherwise required by law, prescribe the minimum amount per share that must be paid to holders of common stock and the form of consideration paid, and require that the holders of common stock be furnished certain information about the business combination prior to voting on it. A business combination, as defined in the Restated Certificate of Incorporation, generally means any of the following transactions:

    • a merger, consolidation or share exchange;
    • a sale, lease, exchange or other disposition of any assets in exchange for property having a fair market value of more than $10 million, if determined to be a business combination by certain directors of National in accordance with provisions of the Restated Certificate of Incorporation;

    16


    • the issuance or transfer of securities in exchange for property having a fair market value of more than $10 million, if determined to be a business combination by certain directors of National in accordance with provisions of the Restated Certificate of Incorporation;
    • the adoption of a plan of liquidation or dissolution of National; or
    • any reclassification of securities, recapitalization or reorganization that has the effect of increasing the proportionate share of the outstanding shares of any class of securities of National that is owned by any substantial stockholder or by any affiliate of a substantial stockholder.

         The approval of at least three-fourths of the entire Board of Directors or, in the event that the Board of Directors consists of directors elected by the holders of preferred stock, the approval of a majority of the entire Board, is required to amend or repeal the classified board or business combination provisions contained in the Restated Certificate of Incorporation.

    Listing

          The common stock is, and will be, listed on the New York Stock Exchange.

    Transfer Agent And Registrar

          The transfer agent and registrar for the common stock is BNY Mellon Shareowner Services.

    DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

         National may issue stock purchase contracts, including contracts that obligate holders to purchase from National, and National to sell to these holders, a specified number of shares of common stock at a future date or dates. The consideration per share of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as a part of stock purchase units consisting of (a) a stock purchase contract under which the holder, upon settlement, will purchase an indeterminate number of shares of common stock and (b) a beneficial interest in debt securities, trust preferred securities, preferred stock or debt obligations from either National or third parties, including U.S. Treasury securities purchased with the proceeds from the sale of the stock purchase units. Each beneficial interest will be pledged to secure the obligation of such holder to purchase such shares of common stock under the stock purchase contracts. The stock purchase contracts may require National to make periodic payments to the holders of some or all of the stock purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations under these stock purchase contracts in a specified manner.

         A prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units being offered. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts. Some of the important United States federal income tax considerations applicable to the stock purchase units and stock purchase contracts will be discussed in the related prospectus supplement.

    17


    PLAN OF DISTRIBUTION

          National may periodically sell its securities in one or more of the following ways:

    • to underwriters or dealers for resale to the public or to institutional investors;
    • directly to the public or institutional investors; or
    • through agents to the public or to institutional investors.

          The prospectus supplement will state the terms of the offering of the securities, including:

    • the name or names of any underwriters, dealers or agents;
    • the purchase price of such securities and the proceeds to be received by National;
    • any underwriting discounts, commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
    • any initial public offering price;
    • any discounts or concessions allowed or reallowed or paid to dealers; and
    • any securities exchanges on which the securities may be listed.

         If National uses underwriters in the sale, the underwriters will acquire the securities for their own account and may resell them in one or more transactions, including:

    • negotiated transactions;
    • at a fixed public offering price or prices; or
    • at varying prices determined at the time of sale.

         Unless otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.

         If National uses dealers in the sale, the dealers will acquire the securities as principals and may resell them to the public at varying prices to be determined by the dealers at the time of resale.

         Unless otherwise stated in a prospectus supplement, any agent selling securities on National’s behalf will be acting on a best efforts basis for the period of its appointment.

         This prospectus may be delivered by underwriters and dealers in connection with short sales undertaken to hedge exposures under commitments to acquire the securities described in this prospectus that may be issued on a delayed or contingent basis.

         Underwriters, agents and dealers may be entitled under agreements entered into with National to indemnification by National against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments that the underwriters, agents or dealers may be required to make. Underwriters, agents and dealers may be customers of, engage in transactions with, or perform services for National and its affiliates in the ordinary course of business.

         Any securities offered by this prospectus, other than National’s common stock, will be a new issue of securities and will have no established trading market. National’s common stock is listed on the New York Stock Exchange, and any shares of National’s common stock sold will also be listed on the New York Stock Exchange, upon official notice of issuance. Any underwriters to whom securities are sold by National for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Any of these securities, other than National’s common stock, may or may not be listed on a national securities exchange. National gives no assurance as to the liquidity of or the existence of any trading market for any of these securities, other than National’s common stock.

    18


    EXPERTS

         The financial statements and financial statement schedule incorporated in this prospectus by reference to National’s Current Report on Form 8-K dated March 17, 2009 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of National for the year ended September 30, 2008 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

         The information incorporated in this prospectus by reference to National’s Annual Report on Form 10-K for the year ended September 30, 2008, relating to the oil and gas reserves of Seneca Resources Corporation, has been so incorporated in reliance on the audit report of Netherland, Sewell & Associates, Inc., an independent petroleum engineering firm, given on the authority of said firm as experts in petroleum engineering.

    LEGAL OPINIONS

         The validity of the securities offered by this prospectus will be passed upon for National by Dewey & LeBoeuf LLP, New York, New York, and for the underwriters, dealers, or agents by Pillsbury Winthrop Shaw Pittman LLP, New York, New York. However, all matters of New Jersey law, including the incorporation of National, will be passed upon by Lowenstein Sandler PC, Roseland, New Jersey.

    19


    PART II.

    INFORMATION NOT REQUIRED IN PROSPECTUS

    ITEM 14. OTHER EXPENSES ISSUANCES AND DISTRIBUTIONS

         The following is a statement of the estimated expenses (other than underwriting compensation) to be incurred by National in connection with a distribution of the securities registered under this registration statement.

      Securities and Exchange Commission registration fee    $  * 
      Printing expenses      ** 
      Trustee and transfer agent fees and expenses      ** 
      Listing fees of New York Stock Exchange      *** 
      Legal fees and expenses      ** 
      Accounting fees and expenses      ** 
      Blue Sky fees and expenses      ** 
      Rating Agency fees      ** 
      Miscellaneous      ** 
     
          Total 
      $  ** 

      *      To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r).
     
      **      Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings is indeterminable, the expenses in connection with the issuance and distribution of the securities are not currently determinable.
     
      ***      The listing fee is based upon the principal amount or number of securities listed, if any, and is therefore not currently determinable.
     

    ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Section 14A:3-5 of the New Jersey Statutes Annotated provides:

                      “INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

          (1) As used in this section,

    (a) “Corporate agent” means any person who is or was a director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent;

    (b) “Other enterprise” means any domestic or foreign corporation, other than the indemnifying corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporate agent;

    (c) “Expenses” means reasonable costs, disbursements and counsel fees;

    (d) “Liabilities” means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties;

    (e) “Proceeding” means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding; and

    II-1


              (f) References to “other enterprises” include employee benefit plans; references to “fines” include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the indemnifying corporation” include any service as a corporate agent which imposes duties on, or involves services by, the corporate agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

         (2) Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if

              (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and

              (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that such corporate agent did not meet the applicable standards of conduct set forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).

         (3) Any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, in such proceeding no indemnification shall be provided in respect of any claim, issue or matter as to which such corporate agent shall have been adjudged to be liable to the corporation, unless and only to the extent that the Superior Court or the court in which such proceeding was brought shall determine upon application that despite the adjudication of liability, but in view of all circumstances of the case, such corporate agent is fairly and reasonably entitled to indemnity for such expenses as the Superior Court or such other court shall deem proper.

         (4) Any corporation organized for any purpose under any general or special law of this State shall indemnify a corporate agent against expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in defense of any claim, issue or matter therein.

         (5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by a court, under subsection 14A:3-5(3), may be made by the corporation only as authorized in a specific case upon a determination that indemnification is proper in the circumstances because the corporate agent met the applicable standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3). Unless otherwise provided in the certificate of incorporation or bylaws, such determination shall be made

              (a) by the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or

              (b) if such a quorum is not obtainable, or, even if obtainable and such quorum of the board of directors or committee by a majority vote of the disinterested directors so directs, by independent legal counsel, in a written opinion, such counsel to be designated by the board of directors; or

              (c) by the shareholders if the certificate of incorporation or bylaws or a resolution of the board of directors or of the shareholders so directs.

         (6) Expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified as provided in this section.

    II-2


         (7) (a) If a corporation upon application of a corporate agent has failed or refused to provide indemnification as required under subsection 14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate agent may apply to a court for an award of indemnification by the corporation, and such court

                   (i) may award indemnification to the extent authorized under subsections 14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required under subsection 14A:3-5(4), notwithstanding any contrary determination which may have been made under subsection 14A:3-5(5); and

                   (ii) may allow reasonable expenses to the extent authorized by, and subject to the provisions of, subsection 14A:3-5(6), if the court shall find that the corporate agent has by his pleadings or during the course of the proceeding raised genuine issues of fact or law.

               (b) Application for such indemnification may be made

                    (i) in the civil action in which the expenses were or are to be incurred or other amounts were or are to be paid; or

                   (ii) to the Superior Court in a separate proceeding. If the application is for indemnification arising out of a civil action, it shall set forth reasonable cause for the failure to make application for such relief in the action or proceeding in which the expenses were or are to be incurred or other amounts were or are to be paid.

    The application shall set forth the disposition of any previous application for indemnification and shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of the court to which it is made. Such application shall be upon notice to the corporation. The court may also direct that notice shall be given at the expense of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.

         (8) The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled under a certificate of incorporation, bylaw, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his acts or omissions (a) were in breach of his duty of loyalty to the corporation or its shareholders, as defined in subsection (3) of N.J.S. 14A:2-7, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the corporate agent of an improper personal benefit.

         (9) Any corporation organized for any purpose under any general or special law of this State shall have the power to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him by reason of his being or having been a corporate agent, whether or not the corporation would have the power to indemnify him against such expenses and liabilities under the provisions of this section. The corporation may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the corporation, whether or not such insurer does business with other insureds.

         (10) The powers granted by this section may be exercised by the corporation, notwithstanding the absence of any provision in its certificate of incorporation or bylaws authorizing the exercise of such powers.

         (11) Except as required by subsection 14A:3-5(4), no indemnification shall be made or expenses advanced by a corporation under this section, and none shall be ordered by a court, if such action would be inconsistent with a provision of the certificate of incorporation, a bylaw, a resolution of the board of directors or of the shareholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the proceeding, which prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled.

         (12) This section does not limit a corporation’s power to pay or reimburse expenses incurred by a corporate agent in connection with the corporate agent’s appearance as a witness in a proceeding at a time when the corporate agent has not been made a party to the proceeding.”

    II-3


    Restated Certificate of Incorporation

    Article Ninth of National’s Restated Certificate of Incorporation, as amended, provides as follows:

         “No director or officer of this corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of any duty owed to the corporation or any of its shareholders, except to the extent that such exemption from liability is not permitted under the New Jersey Business Corporation Act, as the same exists or may hereafter be amended, or under any revision thereof or successor statute thereto.”

    By-Laws

    Article II, Section 8 of the By-Laws of National provides as follows:

         “A. The Corporation shall indemnify any person who is or was a Director or officer of the Corporation, to the fullest extent permitted and in the manner provided by the laws of the State of New Jersey as now or hereafter in effect, including, without limitation, the indemnification permitted by N.J.S. 14A:3-5(8), against all liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) and expenses (including, without limitation, attorneys’ fees and disbursements) imposed upon or incurred by such person in connection with any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding (“Proceeding”) in which such person may be made, or threatened to be made, a party, or in which such person may become involved by reason of such person being or having been a Director or officer of the Corporation, or of serving or having served at the request of the Corporation as a director, officer, trustee, employee or agent of, or in any other capacity with, another foreign or domestic corporation, or any partnership, joint venture, sole proprietorship, employee benefit plan, trust or other enterprise, whether or not for profit.

         B. The right to indemnification conferred by this Section 8 shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any Proceeding in advance of its final disposition, and the Corporation shall, to the fullest extent permitted by law, promptly advance expenses (including, without limitation, attorneys’ fees and disbursements) that are incurred, from time to time, in connection therewith by any such current or former Director or officer of the Corporation, subject to the receipt by the Corporation of an undertaking of such person as required by law.

         C. Nothing in this Section 8 shall restrict or limit the power of the Corporation to indemnify its employees, agents and other persons, to advance expenses (including attorneys’ fees) on their behalf and to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation in connection with any Proceeding.

         D. The indemnification provided by this Section 8 shall not exclude any other rights to which a person seeking indemnification may be entitled under the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or otherwise. The indemnification provided by this Section 8 shall continue as to a person who has ceased to be a Director or officer, and shall extend to the estate or personal representative of any deceased Director or officer.

         E. Any repeal or modification of this Section 8 shall not adversely affect any rights to indemnification and to the advancement of expenses of a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.”

    Indemnification Agreements

         National has entered into an Indemnification Agreement with each of its directors (the “Director”). The Indemnification Agreement provides that National will indemnify the Director against any and all expenses, judgments, costs, fines and amounts paid in settlement (collectively, “Losses”), to the fullest extent permitted by law, in connection with any present or future threatened, pending or completed proceeding based upon, arising from, relating to, or by reason of the Director’s status as a director, officer, employee, agent or fiduciary of National or any other entity the Director serves at the request of National. In addition, National will advance, to the extent not prohibited by law, the expenses incurred by the Director in connection with any proceeding.

         No indemnification may be made to the Director with respect to any proceeding if a final judgment adverse to the Director establishes that the Director engaged in disqualifying conduct. “Disqualifying conduct” means that the Director’s actions or omissions

    II-4


    (i) were in breach of the Director’s duty of loyalty to National and its shareholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in the receipt by the Director of an improper personal benefit.

         Notwithstanding any other provision in the Indemnification Agreement, National will not be obligated to make any indemnity or advance in connection with any claim made against the Director:

         (a) for which payment has actually been made to the Director under any insurance policy, other indemnity provision, contract or agreement;

         (b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by the Director of securities of National that did, in fact, violate Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) or (ii) any reimbursement of National by the Director of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Director from the sale of securities of National, as required in each case under the Exchange Act;

         (c) except as otherwise provided in the Indemnification Agreement, in connection with any proceeding initiated by the Director alone or in concert with others, including any proceeding initiated by the Director against National or its directors, officers, employees or other directors, unless (i) the Board of Directors authorized the proceeding prior to its initiation, or (ii) National provides the indemnification, in its sole discretion, pursuant to the powers vested in National under applicable law; or

         (d) in the event that National is advised, in a written opinion of its regular outside legal counsel, that National’s performance of any provision of the Indemnification Agreement would violate Section 13(k) of the Exchange Act.

         To the fullest extent permitted by applicable law, if the indemnification provided for in the Indemnification Agreement is unavailable to the Director for any reason, then National will contribute to Losses incurred by the Director in such proportion as reflects (a) the relative benefits received by National, on the one hand, and the Director, on the other hand, as a result of the events or transactions giving rise to the proceeding, or (b) if the allocation described in clause (a) above is not permitted by applicable law, the relative fault of National, on the one hand, and the Director, on the other hand, in connection with such events or transactions.

         The Indemnification Agreement provides that, to the extent a change in New Jersey law permits greater indemnification or advancement of expenses than would be afforded under National’s Certificate of Incorporation, By-laws and the Indemnification Agreement, it is the intent of the parties that the Director will enjoy the greater benefits afforded by the change.

         National also maintains directors’ and officers’ liability insurance coverage with respect to acts or omissions by its directors and officers in their capacity as such.

    ITEM 16. EXHIBITS

         Reference is made to the Index to Exhibits at page II-10, such Index to Exhibits being incorporated into this Item 16 by reference.

    ITEM 17. UNDERTAKINGS

    The undersigned registrant hereby undertakes:

         (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any acts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule

    II-5


    424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

              (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

         (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

         (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

              (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

              (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is a part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

         (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities. The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

              (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

              (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

              (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

               (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

         (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,

    II-6


    where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

         (d) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustees to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

    II-7


    POWER OF ATTORNEY

         Each director and/or officer of the registrant whose signature appears below hereby appoints the agents for service named in this registration statement, and each of them severally, as his attorney-in-fact to sign in his name and on his behalf, in any and all capacities stated below, and to file with the SEC, any and all amendments to this registration statement, and the registrant hereby also appoints each such agent for service as its attorney-in-fact with the authority to sign and file any such amendments in its name and behalf.

    SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Amherst, State of New York, on the 17th day of March, 2009.

     

      NATIONAL FUEL GAS COMPANY
         
         
      By: /s/ D. F. Smith
          D. F. Smith
          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

    Signature                                                                           Title                             Date 
     
    /s/ P. C. Ackerman    Chairman of the Board of Directors    March 17, 2009 
    P. C. Ackerman         
     
    /s/ D. F. Smith    President, Chief Executive Officer and Director    March 17, 2009 
    D. F. Smith         
     
    /s/ R. J. Tanki    Treasurer and Principal Financial Officer    March 17, 2009 
    R. J. Tanski         
     
    /s/ K. M. Camiolo    Controller and Principal Accounting Officer    March 17, 2009 
    K. M. Camiolo         
     
    /s/ R. T. Brady    Director    March 17, 2009 
    R. T. Brady         
     
    /s/ R. D. Cash    Director    March 17, 2009 
    R. D. Cash         
     
    /s/ S. E. Ewing    Director    March 17, 2009 
    S. E. Ewing         
     
    /s/ R. E. Kidder    Director    March 17, 2009 
    R. E. Kidder         
     
    /s/ C. G. Matthews    Director    March 17, 2009 
    C. G. Matthews         

    II-8


    /s/ G. L. Mazanec    Director    March 17, 2009 
    G. L. Mazanec         
     
    /s/ R. G. Reiten    Director    March 17, 2009 
    R. G. Reiten         
     
    /s/ F. V. Salerno    Director    March 17, 2009 
    F. V. Salerno         

    II-9


    EXHIBIT INDEX 

    Exhibit         
    Number    Description    Method of Filing 
     
    1.1    Form of Underwriting Agreement with respect to securities    A form of underwriting agreement with respect to 
        other than debt securities    any securities will be filed as an Exhibit to a report 
            on Form 8-K, as contemplated by Item 601(b)(1) of 
            Regulation S-K under the Securities Act. 
     
    1.2    Form of Underwriting Agreement with respect to debt    A form of underwriting agreement with respect to 
        securities    any securities will be filed as an Exhibit to a report 
            on Form 8-K, as contemplated by Item 601(b)(1) of 
            Regulation S-K under the Securities Act. 
             
    3.1    *Restated Certificate of Incorporation of National Fuel Gas    Exhibit 3.1, Form 10-K for fiscal year ended 
        Company dated September 21, 1998    September 30, 1998 in File No. 1-3880 
     
    3.2    *Certificate of Amendment of Restated Certificate of    Exhibit 3(ii), Form 8-K dated March 14, 2005 in 
        Incorporation    File No. 1-3880 
     
    3.3    *National Fuel Gas Company By-Laws as amended    Exhibit 3.1, Form 8-K dated June 11, 2008 in File 
        June 11, 2008    No. 1-3880 
     
    4.1    *Indenture dated as of October 15, 1974, between National    Exhibit 2(b), File No. 2-51796 
        Fuel Gas Company and The Bank of New York Mellon     
        (formerly Irving Trust Company), as Trustee     
     
    4.1.1    *Third Supplemental Indenture dated as of    Exhibit 4(a)(4) in File No. 33-49401 
        December 1, 1982, to Indenture dated as of October 15,     
        1974, between National Fuel Gas Company and The Bank     
        of New York Mellon (formerly Irving Trust Company), as     
        Trustee     
     
    4.1.2    *Eleventh Supplemental Indenture dated as of May 1, 1992,    Exhibit 4(b), Form 8-K dated February 14, 1992 in 
        to Indenture dated as of October 15, 1974, between    File No. 1-3880 
        National Fuel Gas Company and The Bank of New York     
        Mellon (formerly Irving Trust Company), as Trustee     
     
    4.1.3    *Twelfth Supplemental Indenture dated as of June 1, 1992,    Exhibit 4(c), Form 8-K dated June 18, 1992 in File 
        to Indenture dated as of October 15, 1974, between    No. 1-3880 
        National Fuel Gas Company and The Bank of New York     
        Mellon (formerly Irving Trust Company), as Trustee     
     
    4.1.4    *Thirteenth Supplemental Indenture dated as of    Exhibit 4(a)(14) in File No. 33-49401 
        March 1, 1993, to Indenture dated as of October 15, 1974,     
        between National Fuel Gas Company and The Bank of     
        New York Mellon (formerly Irving Trust Company), as     
        Trustee     
     
    4.1.5    *Fourteenth Supplemental Indenture dated as of    Exhibit 4.1, Form 10-K for fiscal year ended 
        July 1, 1993 to Indenture dated as of October 15, 1974    September 30, 1993 in File No. 1-3880 
        between National Fuel Gas Company and The Bank of     
        New York (formerly Irving Trust Company), as Trustee     
     
    4.1.6    *Fifteenth Supplemental Indenture dated as of    Exhibit 4.1, Form 10-K for fiscal year ended 
        September 1, 1996, to Indenture dated as of    September 30, 1996 in File No. 1-3880 
        October 15, 1974 between National Fuel Gas Company and     
        The Bank of New York Mellon (formerly Irving Trust     
        Company), as Trustee     
     
    4.2    *Indenture, dated as of October 1, 1999, between National    Exhibit 4.1, Form 10-K for fiscal year ended 

    II-10


                             Fuel Gas Company and The Bank of New York Mellon    September 30, 1999 in File No. 1-3880 
        (formerly The Bank of New York), as Trustee     
     
    4.2.1    *Officer’s Certificate Establishing Medium-Term Notes,    Exhibit 4.2, Form 10-K for fiscal year ended 
        dated October 14, 1999    September 30, 1999 in File No. 1-3880 
     
    4.2.2    *Officer’s Certificate establishing 5.25% Notes due 2013,    Exhibit 4, Form 10-Q for quarter ended 
        dated February 18, 2003    March 31, 2003 in File No. 1-3880 
     
    4.2.3    *Officer’s Certificate establishing 6.50% Notes due 2018,    Exhibit 4, Form 10-Q for quarter ended 
        dated April 11, 2008    June 30, 2008 in File No. 1-3880 
     
    4.3    *Amended and Restated Rights Agreement, dated as of    Exhibit 4.1, Form 8-K dated December 4, 2008 in 
        December 4, 2008 between National Fuel Gas Company    File No. 1-3880 
        and The Bank of New York Mellon     
     
    4.4    Form of Officer’s Certificate establishing senior notes,   Filed herewith 
        with form of debt security attached     
     
    4.5    Form of Purchase Contract Agreement    A form of purchase contract agreement with respect 
            to any securities will be filed as an Exhibit to a 
            report on Form 8-K, as contemplated by Item 
            601(b)(4) of Regulation S-K under the Securities 
            Act. 
             
    5.1    Opinion of Dewey & LeBoeuf LLP, Counsel for National    Filed herewith 
        Fuel Gas Company.     
     
    5.2    Opinion of Lowenstein Sandler PC, New Jersey Counsel    Filed herewith 
        for National Fuel Gas Company     
     
    12.1    *Computation of Ratio of Earnings to Fixed Charges    Exhibit 12, Form 10-Q for the Quarterly Period 
            ended December 31, 2008 in File No. 1-3880 
             
    23.1    Consent of PricewaterhouseCoopers LLP    Filed herewith 
     
    23.2    Consent of Dewey & LeBoeuf LLP    Filed herewith as part of Exhibit 5.1 
     
    23.3    Consent of Lowenstein Sandler PC    Filed herewith as part of Exhibit 5.2 
     
    23.4    Consent of Netherland, Sewell & Associates, Inc. regarding    Filed herewith 
        Seneca Resources Corporation     
     
    24.1    Power of Attorney    The Power of Attorney is contained on the signature 
            page of this registration statement. 
             
    25.1    Form T-1 Statement of Eligibility under the Trust Indenture    Filed herewith 
        Act of 1939 of The Bank of New York Mellon, as Trustee.     
     
     
        ______________________________________    
        *   
    Previously filed as indicated and incorporated by 
       
           
    reference. 
       

    II-11


    EX-4.4 2 c56950_ex4-4.htm c56950_ex4-4.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

    EXHIBIT 4.4

    NATIONAL FUEL GAS COMPANY

    OFFICER’S CERTIFICATE

    Establishing Senior Notes

         R. J. Tanski, the Treasurer of National Fuel Gas Company, a New Jersey corporation (the “Company”), pursuant to the authority granted in the Board Resolutions of the Company adopted on _________, 200_, and Sections 102, 201 and 301 of the Indenture defined herein, does hereby certify to The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”) under the Indenture of the Company (For Unsecured Debt Securities) dated as of October 1, 1999 (the “Indenture”), that:

    1.      The Securities of the _________ series to be issued under the Indenture shall be designated “_____% Notes due ____” (the “Notes of the _________ Series”); the Notes of the_________ Series shall be in substantially the form set forth in Exhibit A hereto. All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in the Indenture.
     
    2.      The Notes of the ________ Series shall be initially authenticated and delivered in the aggregate principal amount of $________ (the “Initial Notes of the _______ Series”); provided, however, that the Company may, without consent of the Holders of the Initial Notes of the _______ Series, create and issue additional Notes of the _____ Series ranking equally with, and otherwise identical in all respects to, the Initial Notes of the ______ Series (except for the date from which interest first accrues thereon and the first interest payment date therefor), which additional Notes of the______ Series shall form a single series with the Initial Notes of the ______ Series.
     
    3.      The Notes of the _________ Series shall mature, and the principal thereof shall be due and payable, together with all accrued and unpaid interest thereon on, _______, 20__.
     
    4.      The Notes of the _________ Series shall be issued in the denominations of $_____ [if other than denominations of $1,000] and integral multiples thereof.
     
    5.      The Notes of the _________ Series shall bear interest as provided in the form thereof set forth in Exhibit A.
     

    Exh. 4.4 - 1


    6.      The principal of and premium if any, and interest on the Notes of the _________ Series shall be payable at, and registration of transfers and exchanges in respect of the Notes of the _________ Series may be effected at, the office or agency of the Company in The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the address of the persons entitled thereto [or, in certain circumstances described in the form of Notes of the _________ Series hereto attached as Exhibit A, by wire transfer to an account designated by the person entitled thereto]. Notices and demands to or upon the Company in respect of the Notes of the _________ Series and the Indenture may be served at the office or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee shall initially be the agency of the Company for such payment, registration and registration of transfers and exchanges and service of notices and demands and the Company hereby appoints the Trustee as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent. The Trustee shall initially be the Security Registrar and the Paying Agent for the Notes of the _________ Series.
     
    7.      [Redemption provisions, if any, will be inserted here].
     
    8.      [Extension of interest payment provisions, if any, will be inserted here].
     
    9.      The Notes of the _________ Series shall be issued initially in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company, New York, New York).
     
    10.      No service charge shall be made for the registration of transfer or exchange of the Notes of the _________ Series; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.
     
    11.      If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Notes of the _________ Series, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:
     
           (A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Notes of the _________ Series, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible
     

     

    Exh. 4.4 - 2


     

    Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Notes of the _________ Series or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Company and acceptable to the Trustee, showing the calculation thereof; or

         (B) an Opinion of Counsel to the effect that, as a result of (i) the receipt by the Company from, or the publication by, the Internal Revenue Service of a ruling or (ii) a change in law occurring after the date of this certificate, the Holders of such Notes of the _________ Series, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

       
    12.      The Notes of the _________ Series shall have such other terms and provisions as are provided in the form thereof set forth in Exhibit A hereto.
     
    13.      All conditions precedent, if any, provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent), relating to the authentication and delivery of the Notes of the _________ Series requested in the accompanying Company Order No. __ have been complied with.
     
    14.      The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the Company’s issuance of the Notes of the _________ Series and the Trustee’s authentication and delivery of the Notes of the _____ Series, and in respect of compliance with which this certificate is made.
     
    15.      The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers, employees and counsel of the Company familiar with the matters set forth herein.
     

    Exh. 4.4 - 3


    16.      In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with.
     
    17.      In the opinion of the undersigned, such conditions and covenants have been complied with.
     

         IN WITNESS WHEREOF, I have executed this Officer’s Certificate this ____ day of ______, 200_.

       
      R. J. Tanski
    Treasurer

     

    Exh. 4.4 - 4


    EXHIBIT A

    [depositary legend]

         [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

    [FORM OF FACE OF SENIOR NOTE]

    NATIONAL FUEL GAS COMPANY
     
    _____% SERIES __ SENIOR NOTES DUE_____ 
    NO.      CUSIP NO.: 
       
    ORIGINAL ISSUE DATE:  PRINCIPAL AMOUNT: 
       
    ORIGINAL INTEREST  INTEREST RATE: 
      ACCRUAL DATE:       
           
    MATURITY DATE:       
           
    INTEREST PAYMENT DATES:       
           
    REDEEMABLE AT OPTION OF THE COMPANY:                   YES ___   NO ___  
           
    REDEEMABLE AT OPTION OF THE HOLDER:                   YES ___   NO ___  
           
    (See the Reverse of this Note for redemption provisions)       

         NATIONAL FUEL GAS COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey (herein referred to as the “Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _____________________or registered assigns, the principal sum of ____________________ Dollars on the Maturity Date specified above, and to pay interest thereon at the Interest Rate specified above, [semi-annually] [quarterly] on the Interest Payment Dates specified above of each year and on the Maturity Date, from the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid, unless the Company shall default in the payment of interest due on such Interest Payment Date, in

    Exh. A - 1


    which case interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no interest has been paid on this Security, from the Original Interest Accrual Date. In the event that the Maturity Date [or any date fixed for redemption] is not a Business Day, then payment of principal and interest payable on such date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on such Maturity Date [or date fixed for redemption]. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on such Interest Payment Date. The Initial Interest Payment Date shall be ___________, 20__, and the payment on that date shall include all interest accrued from the Original Interest Accrual Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the 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 (a) the Business Day immediately preceding such Interest Payment Date so long as Securities of this series remain in book-entry only form or (b) the __ calendar day prior to such Interest Payment Date if Securities of this series do not remain in book-entry only form; provided, however, that interest payable at Maturity shall be paid to the Person to whom principal shall be paid. [Subject to extension of interest payment provisions,] [A]ny such interest not so punctually paid or duly provided for shall 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 of which shall be 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 the Indenture.

         Payment of the principal of and premium, if any, and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in The City of New York, the State of 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; provided, however, that [(a)] at the option of the Company, interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto[, and (b) upon the written request of a Holder of not less than $___ million in aggregate principal amount of Securities of this series delivered to the Company and the Paying Agent at least ten days prior to any Interest Payment Date, payment of interest on such Securities to such Holder on such Interest Payment Date shall be made by wire transfer of immediately available funds to an account maintained within the continental United States specified by such Holder or, if such Holder maintains an account with the entity acting as Paying Agent, by deposit into such account].

    Exh. A - 2


         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.

     

      NATIONAL FUEL GAS COMPANY
       
      By:  

     

    Exh. A - 3


    [FORM OF CERTIFICATE OF AUTHENTICATION]

    CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

    Dated:

     

      THE BANK OF NEW YORK MELLON, as
    Trustee
       
      By:  
        Authorized Signatory



    [FORM OF REVERSE OF SENIOR NOTE]

         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 (For Unsecured Debt Securities), dated as of October 1, 1999 (herein, together with any amendments or supplements thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on _________, 20__ creating the series designated on the face hereof, 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. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder hereof to all terms and provisions of the Indenture.

          [Redemption provisions, if any, will be inserted]

         The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company in respect of this Security, or any portion of the principal amount thereof, upon compliance with certain conditions set forth in the Indenture, including the Officer’s Certificate described above.

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

         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 a majority in principal amount of the Securities at the time Outstanding of all 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.

         As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy

    1


    thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee, (c) such Holder shall have offered the Trustee reasonable indemnity, (d) the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity, and (e) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof and premium, if any, or [,subject to the extension of interest payment provisions,] interest hereon on or after the respective due dates expressed herein.

         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 premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

          [Extension of interest payment provisions, if any, will be inserted here].

         The Securities are issuable only in registered form without coupons in denominations of $_____ and integral multiples of $_____. As provided in the Indenture and subject to certain limitations therein set forth, Securities are transferable to a transferee or transferees, as designated by the Holder surrendering the same for such registration of transfer, and exchangeable for a like aggregate principal amount of Securities and of like tenor and of authorized denominations, 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.

         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 absolute 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.

    2


    EX-5.1 3 c56950_ex5-1.htm c56950_ex5-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
    letterhead Dewey & LeBoeuf LLP    
    1301 Avenue of the Americas    
    New York, NY 10019-6092    
         
    tel (212) 259-8000  
    fax (212) 259-8333  


                                                                 March 17, 2009

    National Fuel Gas Company
    6363 Main Street
    Williamsville, New York 14221

    Ladies and Gentlemen:

    This opinion relates to the Registration Statement (“Registration Statement”) on Form S-3 to be filed on or about the date hereof with the Securities and Exchange Commission (“SEC”) by National Fuel Gas Company (“Company”) under the Securities Act of 1933, as amended (“1933 Act”), for the registration of the sale by the Company from time to time of (i) debt securities (“Debt Securities”), (ii) common stock, $1.00 par value (“Stock”), together with the common stock purchase rights appurtenant thereto (“Rights,” and together with the Stock, the “Shares”), (iii) contracts to purchase the Shares or other agreements or instruments requiring the Company to sell the Shares (collectively, “Stock Purchase Contracts”), and (iv) units, each representing ownership of a Stock Purchase Contract and either Debt Securities or U.S. Treasury securities (“Stock Purchase Units”). In connection therewith, we have reviewed such documents and records as we have deemed necessary to enable us to express an opinion on the matters covered hereby.

          Based on the foregoing, we are of the opinion that:

         1. All requisite action necessary to make any Debt Securities valid, legal and binding obligations of the Company shall have been taken when:

          A.     

    The Board of Directors of the Company (“Company Board”), or a duly appointed and authorized committee (“Authorized Board Committee”) thereof, shall have taken appropriate action (i) to authorize and approve the issuance and sale of the Debt Securities (including the terms and provisions thereof), the consideration to be received therefore and related matters, (ii) to authorize and approve the form and substance of the documents to be used in connection with the sale of the Debt Securities (the “Debt Securities Sale Documents”) and (iii) to take or, subject to specified guidelines, to delegate to appropriate officers or representatives

     

           

    of the Company the authority to take and, pursuant thereto, such officers or representatives shall have taken, all other necessary final action to consummate the authorization of the issuance and sale of the Debt Securities;

     
      B.     

    The terms of issuance and sale of the Debt Securities and of their issuance and sale pursuant to the Debt Securities Sale Documents shall have been duly established in conformity with the terms as established by the Company Board or an Authorized Board Committee, shall not violate any applicable law, the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and shall comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;

     
      C.     

    The Debt Securities shall have been issued and delivered in accordance with the terms and provisions of the Indenture, dated as of October 1, 1999, between the Company and The Bank of New York Mellon, as Trustee; and

     
      D.     

    The Debt Securities shall have been duly executed and authenticated, and issued and sold for the consideration prescribed by, and otherwise in accordance with, their respective terms and as contemplated by the Registration Statement.

         2. All requisite action necessary to make the Stock validly issued, fully paid and non-assessable will have been taken provided that:

          A.     

    The Company Board or an Authorized Board Committee shall have taken appropriate action (i) to authorize and approve the issuance and sale of the Stock (including the terms and provisions thereof), the consideration to be received therefore (which shall be at least equal to the aggregate par value of such shares of Stock) and related matters, (ii) to authorize and approve the form and substance of the documents to be used in connection with the issuance and sale of such Stock (the “Stock Sale Documents”), and (iii) to take or, subject to specified guidelines, to delegate to appropriate officers or representatives of the Company the authority to take and, pursuant thereto, such officers or representatives shall have taken, all other final action necessary to consummate the authorization of the issuance and sale of such Stock;

     
      B.     

    The terms of the issuance and sale of the Stock and of their issuance and sale pursuant to the Stock Sale Documents shall have been duly established in conformity with the terms as established by the Company Board or an Authorized Board Committee, shall not violate any applicable law, the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the

     

           

    Company and shall comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;

     
      C.     

    The Stock Sale Documents shall have been duly executed and delivered by or on behalf of the parties thereto and shall have become effective as therein provided; and

     
      D.     

    The Stock shall have been issued and sold for the consideration contemplated by the Registration Statement.

         3. The Rights, when issued as contemplated by the Registration Statement and in accordance with the terms and conditions of the Amended and Restated Rights Agreement, dated as of December 4, 2008, between the Company and The Bank of New York, will be validly issued.

         4. With respect to any Stock Purchase Contracts and Stock Purchase Units to be offered by the Company pursuant to the Registration Statement (the “Stock Purchase Contracts and Stock Purchase Units”), all requisite action necessary to make any Stock Purchase Contracts and Stock Purchase Units valid, legal and binding obligations of the Company shall have been taken provided that:

          A.     

    The Company Board or an Authorized Board Committee shall have taken appropriate action (i) to authorize and approve the issuance and sale of the Stock Purchase Contracts and Stock Purchase Units (including the terms and provisions thereof), the consideration to be received therefore and for the underlying Stock or preferred stock, as applicable (which shall be at least equal to the aggregate par value of such shares of Stock or preferred stock, as applicable), and related matters, (ii) to authorize and approve the form and substance of the Stock Purchase Contracts and Stock Purchase Units and the documents evidencing and used in connection with the issuance and sale of the Stock Purchase Contracts and Stock Purchase Units (the “Stock Purchase Sale Documents”), and (iii) to take or, subject to specified guidelines, to delegate to appropriate officers or representatives of the Company the authority to take and, pursuant thereto, such officers or representatives shall have taken, all other final action necessary to consummate the authorization of the issuance and sale of such Stock Purchase Contracts or Stock Purchase Units;

     
      B.     

    The terms of the Stock Purchase Contracts and Stock Purchase Units and of their issuance and sale pursuant to the Stock Purchase Sale Documents shall have been duly established in conformity with the terms as established by the Company Board or an Authorized Board Committee, shall not violate any applicable law, the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and shall comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and

     

          C.     

    The Stock Purchase Contracts and Stock Purchase Units and the Stock Purchase Sale Documents shall have been duly executed, authenticated, issued and delivered for the consideration prescribed by, and otherwise in accordance with, their respective terms and as contemplated by the Registration Statement.

    The opinion set forth in paragraph 3 herein is subject to the same limitations and qualifications contained in the opinion of Lowenstein Sandler PC referred to below.

    This opinion is subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or any comparable provision of state law and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity.

    We are members of the New York Bar and do not hold ourselves out as experts on the laws of the State of New Jersey. The opinions expressed herein are limited to the federal laws of the United States of America. To the extent that such opinions relate to or are dependent upon matters governed by New Jersey law, we have relied upon an opinion of even date herewith of Lowenstein Sandler PC, New Jersey counsel for the Company, which is being filed as an exhibit to the Registration Statement.

    We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name, as counsel, therein. In giving the foregoing consent, we do not thereby admit that we belong to the category of persons whose consent is required under Section 7 of the 1933 Act, or the rules and regulations promulgated thereunder.

    Very truly yours,

    /s/ Dewey & LeBoeuf LLP

    DEWEY & LEBOEUF LLP


    GRAPHIC 4 c56950_ex5-1x1x1.jpg GRAPHIC begin 644 c56950_ex5-1x1x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#``$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_ MVP!#`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0'_P``1"``<`/8#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]1/V,/&W_ M``4J^.__``5>_P""D_["_P`3_P#@JO\`M"P?"/\`8HT[X/:GX$U[P'^SK_P3 MTT+XC^+H/C+X7LO%VFQ>+==\0_L<^+/#*2^&K"]33KYM&\$V":W=JUY!_9$( M%J_Z"?M#^!/^"NW[(GA_6OC;^R_^TG#_`,%'/"O@^VO/$GC+]DW]JGX6?!GX M>_&/QEH&G^??:OIWP*^.?[+OPU^"WAVS\9S69F;1/#?CGX/>++2]O+>"QTF> M22:ST"?XY_X)M?\`*Q=_P7T_[%/]B+_U36@U_3M0!\5?\$__`-O'X'_\%'/V M:?"'[3/P)N=7M="UNZU'P[XN\$^*K6+3O''PO^(?AZ2.V\5?#WQMID4T\=GK MNAW,D4D:GX\ M^TZKHQN;2+5H-"TNQ:>TBL@R[7[`'[1/_!7G]O#XA_M_^#[?]M+]E+X1:;^Q M'^VO\7/V0;&^F_8*U_XC7WQ*'PNUS4-+;QU=0)^UU\/X/")U2WM[29=`AE\2 M^3--//B_P#`*7]JZP\7_$&V M^`WQO\"_#*2X^!'Q!\'VEEI6I_"KQ-J/P]N/'>JZA%H_B;[1_'K1OBK\";CX)F[\)Z1K?P)U>XEUKX&3>&[7QP?$<'CK5OAQ%I?C'1-=77 M9EN?$_B"T\-OI,FFXOH`#^HNBOS9_9#_`&D_%?[37_!+;X0?M46WQT\&6OCS MXF_LTK\5-8^-4OPTT^W\$^!_&?\`8M]JOBZ/5_A;:^.[ZS&G?"W7K+5_!_B' MP]_PL66XDD\+Z@L_B6.^>6\3PCX&?$G_`(*1>(/^"2L_[3'QR^*/PA\!_M@> M(?@5K7[1^FZ9I7P*N;SP!\/=#A\$ZAX[\+?#+Q'X.OOB#8:OK.MWNB0:7'XQ MU<>(M,FT/6[_`%+3=+M+N#2H;N_`/V=HK^8W_@F_\=_^"P__``4,_P"">?PI M_;LMOVYOV,/@M=?%BT^*4VF?#/Q-^PMXDU_P_H<_PY^+GCWX36R:[\4X_P!K MCP_)!::]?>!SJTMY;_#RX?2(=5CLH[35YK8S7/O7_!0GX]_\%D:K?\$^_C_\`#+7/BU^VWJOPXTG0I/'?P+E\9>&M?\)7GA3_ M`(33X[_%KQ'H6C^./#&H_#?3O@=X8T/Q'-K>B2ZE/;MXZN?#OPJO+^V\2^)= M'NE_;_0[34[#1-'L=:U;^W]9LM*T^TU;7?L%OI7]M:G;6D,-_JW]EVC/:Z;_ M`&E=)+>?8+9WM[/SOL\+-'&I(!X;^T=^TKX$_9H\-^#M5\5Z?XC\5^*OBA\0 M_#_PB^#_`,,/`]OI%YX^^*_Q1\3VVIZCI/@SPC;>(-9\.>'X;F/1-#U_Q-KN MM^)/$.@>&/#'A7P]KOB3Q%K6FZ3I=S)M1\`?$[X9_$;QKIU[XB M\(>(?%?A[3?%OA#7-.T'7M&.M:3?"VN]*U.ROYOSR_X+/>&_V@OVMM(T+XQ\'>*K70?@!XEO?$,R2^ M+/B!\7/A=XXUO6]+\%Z5'I^AV6CS>'9?B+XW\&Z-XTT.'Q#]??\`!.__`(*/ M_L_?\%$?V:=(_:KLO"=WX8^-/P9TCQ!X)_:`^"\?A/Q#XU^-O[._Q*VV$?Q, M^'-OX.\/^']1^)FIZ=KNK>%;:Z\-QZ7X635O&NF:/I0N-`M?$FDZEH.C@'ZI MUFZU87.JZ/JVF6>L:EX=N]2TV_L+7Q!HJ:5+K&A7-Y:RV\&L:3'KNF:WH>*O@I\-?! M'P`\/ZCH^@^&X+S5;'7!X$@\,:WXDG_LRXT_6O#%O!?65_\`U)U_,3_P3:_Y M6+O^"^G_`&*?[$7_`*IK0:_IVH`**_G2_;G_`&I_^"D/PT_X*S?L2_L(_`/] MHKX`^#/AC^W3X4^//BG1/$GQ$_9+#_@I5X%_:[B\`_M( M?'S]GS]IG]F_4_V>_B'XEO\`Q;\)_P!GBX_9\\9_#+XX:/\`$'X,6/PZ\,>+ M]"U'X_?&BZU#0_B)X!\1_%S5_#]W9?9X9;GX>ZI_:$NGO%ID6K@'X\_$GX@_ M\%-?#?\`P7E^'7_!-33O^"IOQITW]G'XP_LJ>(?VL=$U.R_9N_84O/BIX*M( M/$?Q1\,6OPV3Q5K_`.R_J^CZW9V.K_#N2[MO$FI^&9M4ET*_MM-OH[K5;>?7 MKKV?]H;]IO\`X*0?\$C?VE_V8]5_:/\`VB=-_;V_X)Z?M4_M!>#?V;]2\9>- M/@]\+OA%^TC^S3X\^(UI#8>#+S5=<^"?AWP#\-/B%X)-UI&O>(]0UC4?`^C: MO/:QZEX>V6NHPZ#?:QX%^V3XS^('@7_@Z[_8ZUGX:_!S6_CAXCF_X)2:KIK> M$-!\9^!_`UW9Z;=_&#]JDWOB.?5_'^JZ-HL]EI7DQ1W.G6]Z=6N/MB36%M=_ M9I;>2W_P5;_;#\>:G\6?V5_!?_!2?]C#XY_L?_\`!-+X:?M.?"SXR>/_`-I7 M0]1^&'[1^B_$KXG^`K?Q!JGPD^&WQ!'PI\4:QJWP'^#DWCR?0M6\4>+VT3Q; MXW\;7NC0>`=-\/\`A#1M5U#Q5<@']9M%?!/[;G_!0_X&_L3?L9ZO^VEKDUW\ M5_`]]IG@P?!_P_\`#&>#7-5^.?BOXH/9P?"SPOX`O;1;VTO5\:2ZC:W\.L01 MWUO:>'8[_7(;745M$L[G`\#^#/\`@ICXS^#A\7_$#X]?L\?!SX_>)-,;Q#HW MPL\+_`+6?B%\'?A?=WL*W^D?#OQQXBUCXMZ5X\^*U[HF]-#\9>//">L?"RRU MVZCN]2\+>$M`MQ:PR@'Z*T5^0/\`P3T_X*'_`!!_;BTK]K3]F[XH>$-`_9>_ M;]_8W\97/PE^-_A71)Y/B;\.[+5M;LM2;X=_'#X9)K1\/:GXH^&'C9=-O-9T MG0-?EL=7M+:VBLM0U6:WU+3-9O/SY_X)Q_M$_P#!8;]OVW_;/EN_VUOV1/@Z M_P"R%^V7\8_V09-G[!7B3X@6_CZ\^$":0UYX_:XE_:]\"'PE8ZR=8B\G0&A\ M1RV"0RO+J]P=J$`_J$HK\[?@I=?MR>*/V*-;O/BW\6/A!HO[4VF:U\8)O#_Q MA^'GPU36O@SXX\$>'_'7BT_!OQQI/@"^\8W=P/#OQ$^%]MX/\07MM;^-9[RS MN-5NQ9:O<"*-Y?D[_@@)^V9^U3_P4+_87TS]KW]J7QG\.M6UOXB>.O&_ASPK MX)^&GPRD\`Z-X+TCX?>(K_PMZ[^RIXU_9E^,O[2\> MCVOP$?3?'_AS4OA]\8/A1\-]'^%&H?$E/'M[HUW8:IIOQ;CUS3_$1\+:?KUX MG@C6+-M-D$\NJ6OP-XV_:5_X*H:M_P`%F?%O_!,[X??M7?LU>!_A[=?LB3?M ME>"?B5XG_8WU;XC^*=(\.2_$VU^&D7PO\0:#8?M'?#?3]7U.TU)[Z_7QK9:K MIT-QIL%E%+X82\N+B2``_I3HK\Y_V.I/V]M'^-W[0G@3]J[XU_L]?M&_"KPO MX;^%+?"[XH?!#X33_!;6-&^)5_<^/)_BM\,OB3X#N?C!\8)]*UW0_#+?"?Q5 MIA?7=MSHOC&RNE6%IY(`4`?DI_P3;U+3O^(CG_@O98?;[+[?=^#OV,;BTLOM M4'VNY@TOX0^&+74YK>V\SSIHM.N;VSM[^2-&2SGN[:*X:.2>)7_I"^*OQ7^& MOP-^'GB[XM?&'QSX9^&WPT\!Z+>>(?%_C;QAJUKHOA_0='L(FEN+N^O[N2., M$@"*VMHO,N[VZDAL[*"XNYX89/R@@_X-]?\`@E-:_%74?CQ:_`WXQ6WQUUB_ MO=6U;XV0?MR?MZ0_%O5-8U&(0ZAK&H_$2/\`::7Q9>ZI?Q@+>WMSJLL]TH"3 MM(GRU]>>"_\`@G+^R;X1U/0=&M8_:G_:#_:&_:XO M/#7B71XU32?$7A>+]IKXI?%:Q\*:UI9#3:9?>&+/1Y=,N99[G3OLL]Q-)(`? M$?\`P1Y^#_C+Q9XU_;H_X*>_%/P#K?PS\:?\%*OC'X-\6?#;P-XH-S;^*O#O M[)OP+\%1_#7]FRZ\7:+^(WB+4[F]O=0\1>/-3T3]J.RN/&.N7U_J6HW]Y MJ7B-M3N;J\O[VXN'E>ZN#(`?47_!/OP'H?[/O[+7P2_8U/Q(\&_$;XD?L;_! M7X+?`OXL77@NZEGL]-\3>'?AQH<%@U]9W"B\T.Z\0:+;V?B:ST/5!'JUKHVK M:7>7,/V6_L;J[_G<^(/B_P"*7_!,'_@L7^V1^S=\$?#%^=%_X+4_#/PG\6/V M1VTWP[%K?A'P#^V^_B>U^%WQA\4Z_P"&]/.B12>%_"NA^*O%_P"U+\:=2N]? MT"34?"GA73-#M+S5_$VLZ>;?^F3]E+]CK]F_]B+X;:C\)OV8OAK;?#;P9KGC M7Q+\2/$Z2^(_&'C?Q/XR^(/C">&?Q+XV\<^/OB'X@\6>/?&WBC51:V5G+K7B MKQ+J]];Z5INE:+9S6VCZ5IMC:]UXR^`7P;^(7Q7^#7QR\:_#SPUXC^+7[/?_ M``L'_A2_CW4[!+CQ#\.O^%J^';;PG\0O^$:O6^>Q_P"$K\.V=MI.K;0?/M(4 M3Y<9H`_DQ_8R\$ZI^S#\7_VHO^#:^2W\=^*OAMXK^/'AGXQ_"7Q)XKL[+6M- M_P"'8WQ;\*R_$;]I;0-6U:TBTVQBLKOQCX4U3]G&XDOX[K7]5\<_M'7>M:9H ME]H/AGQ!J&C?U0?M=Q10?LC?M/0PQQPPP_LX_&J***)%CBBBC^&7B5(XXXT` M1(T0!410%50%4``"NL'P`^#2_'UOVI%^'GAQ?V@7^$3?`9_BJMD%\62?"!O& M$7C_`/X0*6_5@9-`'C&"+7TMI$8I?IYB.JEE*_'KX$_#O]I7X4^*_@K\6(O& M5U\//'-I%IGBS3?`OQ0^)WP?UO6M&$\!M93XC>+/B/I?POL?C!J.F?L[W5Q\'?V]/B/XBD\,:[\.]-T"XFN_#7C M*T\'7/\`;UG)?7L+^)-9F\2"V>>W@MT_KV\(^-/AQ\:?!5QK_@S7_#?Q%\`: MW>>,O",^J:3<6NN>&M9N/"WB/7?`/C321.@EL=3MK#Q%H6O>'[\QF>RN9;*Y M6*2XMV61_P`N/"__``0;_P""9G@7X#_P!O MK_@H%X>^'MQ_:=R]SK"3^"=-_:@@\,2+K3S7*ZJS:49KP75Q*\HN)!.OZ8^" MO@I\,_AG\'-"^`/PR\,Q_#;X4>%?`L?PX\)>&/`&I:OX0?PEX3@TE]&M+3PO MKN@W]CXBT'4K&S//#>O>-WNKB^E_X3._TJ7Q/G4M1SJK?;)MWW_0!_.+^S[^V M/X7_`&+_`/@LM_P4-_8X_:QO;#X1Z7^VK\0?A#^UA^QM\7?&VH6.B^"_C(LO MP$^%WP5\>_#BR\071ATW3O$?A?6_AA9:%X=TG5+ZVO\`6;W2-?AAM(C?>%IO M%'E?_!8+]FGQ3_P3]^,$W_!*VT[P99:9:R:[XSUY]`G\/K<^,M-CT7QS M^['[87["?[)/[?7PY@^%7[7/P/\`"/QG\(:?=7.H:"-<74M+\1^$]4N[1[&X MU7P;XT\-W^C>+_"6HSVK^5,OC'\1?B;\GV8G2QM?AG8?%CQ?X MM\/_``[:PAN)(+6^\&:-HFII`(XWOI!%'M`/,/\`@A;^U+\'_P!J_P#9C^+G MQ1\%7FA>&OBQX\_:T_:8^*'Q_P#@1%%J&D^,_@)XW\??%CQ#>:%X"\=:!K:V MNK?\)+9>`;'PB/$OBB'2],T+Q7XR7Q1J>EV=E(;S3[/]L*_/SQK_`,$O?V+O M&?[3UE^V3;_#?Q1\-/VD1):MXH^)WP'^,7QC_9\U?XGP64EC+;V/Q>M_@KX[ M\"Z?\4;$G3;&&^M_&MKK"ZSIMM'HFN'4]"W:8WWY=6T=Y:W-I,TZ174$UM*] MK=75C=+'/&T3M;7ME-;WMG.JL3#=6EQ!=6\@6:WFBE1'4`_F+_X)K7$$W_!Q M=_P7T\F>&7_BE?V*8_WZ3Y6/SVUPI@G7K#,#%(%<%:_=_\` M:C_;!^`/['?@S2/%_P`!OAEX#L[O3KKXD_%_XB>)]2M=' M\,_#SX6>#KB_LK_QAXMUS5+RVMX;.T:.QTVV:?6?$&HZ/H-AJ.JVGP)IG_!` M+_@EGH_Q(\2_&73/@S\;+'XQ^-8KR'QM\7+/]NS]OFR^)WC--1N+"\U/_A*_ M'5G^T[;^)=?&I7NEZ;>WZ:EJ-Q%=7>GV,\L;26EL8O1/@Y_P11_X)J_`O]HK M0?VLO!/[/VM:Q^T-X4B>/PK\3_BU\>OVCOCWKOAR1[::T%]I*?'/XM_$2P@U M:WAN;@:;K4EG+JVBMZ<;F?S`#\O?\`@JC\._\`A:__``T3Q9^TI\0_BOJ?[: M7Q=T'Q#\(K;X^?$;4/B+\7[WQ!X#^"*IXW\':7?W&DV+S^$O#^@^`=2\8Z=' M:1G2_#EA?7FGW+:>ITJ*^H_'W_@D#^P7^T_\?=/_`&H?C?\`#WXO^+OCOH)1 M?!OQ`T[]L#]LCP'>_#BV73XM-DT_X5Z3\.OCYX2\/?"[3+N))[K4-.\`:1X= ML]2U/4=6U6_AN-0U6_N;CT/]G[_@FI^QW^S-\9-8_:%^&7@#QSJ7QPUGPC<> M`)/BG\8_V@/VA_VC?&NE^";S4;;5[[PSX:UW]H7XJ_$^]\*Z9J.I6=O=:H/# MLFF7.JF*.'4KFZMHXH$`/QA^-,\,O_!W1^R-'%-%(]M_P20\2P7*1R([V\S? M%K]IVY6&=5),4K6]Q!.(Y`KF&>&4#9(C-^HO_!;3Q)\.?#?_``27_P""@Q^) MM[I%II7B/]E;XP^"?"EOJTENIUGXK^-?!VJ>&O@WH6CV\[H]_P")-5^*6I>$ MK;P]86:S7]QJS6OV."6=%6N9\;_\$-?^":WQ'^/]]^U7XU^$WQFUG]I&]U74 M=6C^-L?[;/[.?#_Q(U;PM\5?C/XS\&:Y9^)O`.K_ M`+4G[3?[3?[7*?#CQ%IT%[;:=X@^'6E_M._%_P"+6D>!_$EC#J6HQ6WBCPU8 M:;XE2*]FA;5VA$4<0!_,'_P40_9I_:)_9Y_X-\O^"1/BKQ_X,\2>(M?_`."< M_P`D:)ID.M:K+JEGH6CW4Q_LU^&GQ)\!_&/X>^"_BM\+O%>B^.?AU\1/#.C^ M,?!/C#P[?0ZCHGB/PUK]C#J.DZMIMY`S1S6UW:3QR#D21L6BF2.:-XUZ?5]( MTK7]*U+0M=TS3]:T36;&[TO5]'U>RMM2TK5=,OX'MK[3M2T^\BFM+ZQO+:62 MWN[2ZAEM[B"1XIHWC=E/YHZ9_P`$>?V%/#,NIV'P^\(_&[X1?#S6]0EU/6_@ M/\$OVOOVM_@O^S;JMU=327.H0S_L[_"_XV^%/@Y;:1J]Q(\^N^&],\&V'AK7 M9I;R76-(O9-4U9K\`_.+_@E7X.NOC%_P6?\`^"W'[>G@4F?]G;Q9XL^!O[+' M@'Q19B3_`(1_XA_$KX#_``S\%>%?C/J7AZX$:VNL:?X2\5>$DL'URREN+"]O M?$EW%9W,S0793XE_X)._L/\`_#8GA/\`X+D>'A^T]^U=\!)/$G_!6']O#X

    VU?1-/MM$O;>2 MR:X2?^MSP]\#?A7X)^#MO\`OAOX1L_A-\)]-\)77@C0/"GP>NM1^$B>$?#]U M:36C1>"=5^'5YX:UOP7J4"W$MU9Z[X7U+2M)]:N))I);C4?$$6I7%S([FY:8.ZL`?;'P#.BP?L_VWP$T7QAX-\; M?$;]GCX9^"?@%\6;'P1KHUG3?"_Q5T7X,^#KZX\+WE]=6VF3V-]<:+X@\.>( M[6RUJRTC5D\.^)-!U/4],TU-3@CK\2/^#3/5=.C_`."0G@SX>S7<-MX]^$_Q MX_:!\&?$_P`%71-IXK^'OBUOB'J6N#PUXS\/W(BU7PWKG]DZKI]^=,U:UM;M M;>ZC9H@=P7]X?V9OV6O@)^QS\)M*^!_[-OP[L/AG\,]'U36]=AT*UU;Q'XDU M#4-?\2:A+JGB#Q%XC\6>,M9\1>,?%OB/6;Z5IM1\0>*=?UC6;L)!#-?-!;6\ M47S#X[_X)0?L3>-?BWXX^.^C>!_B;\$?B[\4O)_X6OXW_99_:0_:,_91U'XK M-;O>2Q7'Q+L_V=?BI\-='\<:BLNHZA,VL^(M.O\`6I)=0OGEU!VN[CS`#J-! MU[3?&O\`P4L\>6F@3M?#X$_L>>$O#/CNZM[>[EL--\4_'3XLZGXK\.>&+C4C M;IID?B&Q\+?"-_$>HZ)!>WFJVFB>+O#&IZI9Z59:QH<^M?A1^T#\"O"?[3O_ M``='-\.=>^)/QT^'5IH'_!'K3=:N]<_9S^/'Q0_9[\>QZK9?M+7)@T34O''P MC\2^%?$]SX?N]-\2P:E?>&KC4I-'U"Y31=1NK26YTVQD@_IF^!G[//P8_9K\ M'W?@7X(^`M*\">']4U[4?%FOFUN=4UC7_%WB_6$MX]7\8^./&'B._P!8\7^. MO&.K1V=I'JGBSQAKFM^(M1BM+6.\U*=+:%4^-V_X)$?L)#]JO6?VX;;P'\8M M-_:P\0:JFIZS\:]%_:^_;#T/Q%J-M#$KSX;V\.CZ1I` M^%=WX=G^&MQX=TNR\-7OA2ZT"+^SF`/2_P!@K]C5/V'OAO\`%/X56?Q*\>_% MC0_%_P"T)\3?C)X<\7?%7QAK?Q!^)[:1\1TT"_;1O'?CGQ$IUGQ9K6AZI9ZG EX-5.2 5 c56950_ex5-2.htm c56950_ex5-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

     

    March 17, 2009

    National Fuel Gas Company
    6363 Main Street
    Williamsville, New York 14221

    Ladies and Gentlemen:

         We have acted as special counsel to National Fuel Gas Company (the “Company”) in connection with the Registration Statement (“Registration Statement”) on Form S-3 to be filed on or about the date hereof with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”), for the registration of the sale by the Company from time to time of (i) debt securities (“Debt Securities”), which may be issued pursuant to that certain Indenture dated as of October 1, 1999 (the “Indenture”) between the Company and The Bank of New York Mellon (the “Trustee”), (ii) common stock, $1.00 par value (“Stock”), together with the common stock purchase rights appurtenant thereto (“Rights,” and together with the Stock, the “Shares”), (iii) contracts to purchase the Shares or other agreements or instruments requiring the Company to sell the Shares (collectively, “Stock Purchase Contracts”), and (iv) units, each representing ownership of a Stock Purchase Contract and either Debt Securities or U.S. Treasury securities (“Stock Purchase Units”, and together with the Debt Securities, the Shares and the Stock Purchase Contracts, the “Securities").

         In connection therewith, we have reviewed the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended, the Company’s By-Laws as amended, the Indenture and the Amended and Restated Rights Agreement, dated as of December 4, 2008 (the “Rights Agreement”), between the Company and the Trustee. In addition, we have examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) each natural person signing any document reviewed by us had the legal capacity to do so; (d) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity; (e) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (f) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the 1933 Act and comply with


    National Fuel Gas Company
    March 17, 2009
    Page 2 of 7

    all applicable laws; (g) a prospectus supplement will have been filed with the SEC describing the Securities offered thereby; (h) any Debt Securities that may be issued will be issued in a form that complies with the Indenture and any Debt Securities and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities will be manually signed or countersigned, as the case may be, by duly authorized officers of the Trustee or authenticating agent; (i) all Securities will be issued and sold in compliance with applicable federal and state securities laws, including applicable provisions of “blue sky” laws, and in the manner stated in the Registration Statement and the applicable prospectus supplement; (j) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (k) the organizational documents of the Company, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein; (l) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise, and the Company will receive valid consideration for such securities (which in the case of Stock or preferred stock shall be at least equal to the aggregate par value of such shares of Stock or preferred stock, as applicable); and (m) with respect to shares of Stock offered, there will be sufficient shares of Stock authorized under the Company's organizational documents and not otherwise reserved for issuance. We have also assumed the due authorization and valid execution and delivery of each of the Company and the other parties thereto to the Indenture and the Rights Agreement (collectively, the “Transaction Documents”), and that the execution, delivery and prior performance of the Transaction Documents did not and performance of the Transaction Documents will not (i) violate, conflict with or result in a breach of, or require any consent under, the charters, bylaws or equivalent organizational documents of any such party or the laws of the jurisdictions of organization or applicable laws with respect to such parties, (ii) violate any requirement or restriction imposed by any order, writ, judgment, injunction, decree, determination or award of any court or governmental body having jurisdiction over it or any of its assets or (iii) constitute a breach or violation of any agreement or instrument that is binding upon such parties, and we have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such other party has the legal capacity, power and authority (corporate or otherwise) to enter into, deliver and perform its obligations thereunder, and that each of the Transaction Documents constitutes the valid and legally binding obligation of all parties thereto, enforceable against them in accordance with its terms.

         Our opinion is expressed solely with respect to the laws of the State of New Jersey. We express no opinion as to matters involving the laws of any jurisdiction other than the State of New Jersey. This opinion is limited to the present corporate laws of the State of New Jersey and to the present judicial interpretations thereof and to the facts as they presently exist. We undertake no obligation to advise you as a result of


    National Fuel Gas Company
    March 17, 2009
    Page 3 of 7

    developments occurring after the date hereof or as a result of facts or circumstances brought to my attention after the date hereof.

    Based on the foregoing, we are of the opinion that:

         1. The Company is a corporation duly incorporated and validly existing under the laws of the State of New Jersey.

         2. With respect to any Debt Securities to be offered by the Company pursuant to the Registration Statement (the “Offered Debt Securities”), all requisite action necessary to make the Offered Debt Securities valid, legal and binding obligations of the Company shall have been taken provided that:

          A.      The Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the 1933 Act;
     
      B.      An appropriate prospectus supplement or term sheet with respect to the Offered Debt Securities has been prepared, delivered and filed in compliance with the 1933 Act and the applicable rules and regulations thereunder;
     
      C.      The Board of Directors of the Company (“Company Board”), or a duly appointed and authorized committee (“Authorized Board Committee”) thereof, shall have taken appropriate action (i) to authorize and approve the issuance and sale of the Offered Debt Securities (including the terms and provisions thereof), the consideration to be received therefore and related matters, (ii) to authorize and approve the form and substance of the documents to be used in connection with the sale of the Offered Debt Securities (the “Debt Securities Sale Documents”) and (iii) to take or, subject to specified guidelines, to delegate to appropriate officers or representatives of the Company the authority to take and, pursuant thereto, such officers or representatives shall have taken, all other necessary final action to consummate the authorization of the issuance and sale of the Offered Debt Securities;
     
      D.      The terms of issuance and sale of the Offered Debt Securities and of their issuance and sale pursuant to the Debt Securities Sale Documents shall have been duly established in conformity with the terms as established by the Company Board or an Authorized Board Committee, shall not violate any applicable law, the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and shall comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;
     

    National Fuel Gas Company
    March 17, 2009
    Page 4 of 7

          E.      The Debt Securities Sale Documents shall have been duly executed and delivered by or on behalf of the parties thereto and shall have become effective as therein provided; and
     
      F.      The Offered Debt Securities shall have been duly executed and authenticated, and issued, delivered and sold for the consideration prescribed by, and otherwise in accordance with, their respective terms and as contemplated by the Registration Statement, the Indenture, the Debt Securities Sale Documents and the Company’s By-laws.

         3. With respect to any Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Stock”), all requisite action necessary to make the Offered Stock validly issued, fully paid and non-assessable shall have been taken provided that:

          A.      The Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the 1933 Act;
     
      B.      An appropriate prospectus supplement or term sheet with respect to the Offered Stock has been prepared, delivered and filed in compliance with the 1933 Act and the applicable rules and regulations thereunder;
     
      C.      The Company Board or an Authorized Board Committee shall have taken appropriate action (i) to authorize and approve the issuance and sale of the Offered Stock (including the terms and provisions thereof), the consideration to be received therefore (which shall be at least equal to the aggregate par value of such shares of Offered Stock) and related matters, (ii) to authorize and approve the form and substance of the documents to be used in connection with the issuance and sale of such Offered Stock (the “Stock Sale Documents”), and (iii) to take or, subject to specified guidelines, to delegate to appropriate officers or representatives of the Company the authority to take and, pursuant thereto, such officers or representatives shall have taken, all other final action necessary to consummate the authorization of the issuance and sale of such Offered Stock;
     
      D.      The terms of the issuance and sale of the Offered Stock and of their issuance and sale pursuant to the Stock Sale Documents shall have been duly established in conformity with the terms as established by the Company Board or an Authorized Board Committee, shall not violate any applicable law, the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and shall comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;
     

    National Fuel Gas Company
    March 17, 2009
    Page 5 of 7

          E.      The Stock Sale Documents shall have been duly executed and delivered by or on behalf of the parties thereto and shall have become effective as therein provided; and
     
      F.      Certificates in the form required under the New Jersey Business Corporation Act representing the Offered Stock shall have been duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefore and as contemplated by the Registration Statement and the Stock Sale Documents.

         4. The Rights, when issued as contemplated by the Registration Statement and in accordance with the terms and conditions of the Rights Agreement, will be duly authorized and validly issued.

         5. With respect to any Stock Purchase Contracts and Stock Purchase Units to be offered by the Company pursuant to the Registration Statement (the “Offered Stock Purchase Contracts and Stock Purchase Units”), all requisite action necessary to make any Offered Stock Purchase Contracts and Stock Purchase Units valid, legal and binding obligations of the Company shall have been taken provided that:

          A.      The Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the 1933 Act;
     
      B.      An appropriate prospectus supplement or term sheet with respect to the Offered Stock Purchase Contracts and Stock Purchase Units has been prepared, delivered and filed in compliance with the 1933 Act and the applicable rules and regulations thereunder;
     
      C.      The Company Board or an Authorized Board Committee shall have taken appropriate action (i) to authorize and approve the issuance and sale of the Offered Stock Purchase Contracts and Stock Purchase Units (including the terms and provisions thereof), the consideration to be received therefore and for the underlying Stock or preferred stock, as applicable (which shall be at least equal to the aggregate par value of such shares of Stock or preferred stock, as applicable), and related matters, (ii) to authorize and approve the form and substance of the Offered Stock Purchase Contracts and Stock Purchase Units and the documents evidencing and used in connection with the issuance and sale of the Offered Stock Purchase Contracts and Stock Purchase Units (the “Stock Purchase Sale Documents”), and (iii) to take or, subject to specified guidelines, to delegate to appropriate officers or representatives of the Company the authority to take and, pursuant thereto, such officers or representatives shall have taken, all other final action necessary to consummate the authorization of the issuance and sale of such Offered Stock Purchase Contracts or Stock Purchase Units;
     

    National Fuel Gas Company
    March 17, 2009
    Page 6 of 7

          D.      The terms of the Offered Stock Purchase Contracts and Stock Purchase Units and of their issuance and sale pursuant to the Stock Purchase Sale Documents shall have been duly established in conformity with the terms as established by the Company Board or an Authorized Board Committee, shall not violate any applicable law, the organizational documents of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and shall comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;
     
      E.      The Stock Purchase Sale Documents shall have been duly executed and delivered by or on behalf of the parties thereto and shall have become effective as therein provided; and
     
      F.      The Offered Stock Purchase Contracts and Stock Purchase Units shall have been duly executed, authenticated, issued and delivered for the consideration prescribed by, and otherwise in accordance with, their respective terms and as contemplated by the Registration Statement and the Stock Purchase Sale Documents.

         This opinion is subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or any comparable provision of state law and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity. None of our opinions cover or otherwise address any of the following laws, statutes or regulations or legal issues: (i) laws, statutes and regulations that prohibit or limit the validity or enforceability of obligations based on attributes of the party seeking enforcement and (ii) usury law, statutes and regulations. We express no opinion as to whether, or to the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in any Securities and their governing documents.

         The opinion set forth in paragraph 4 is limited to the valid issuance of the Rights under the corporation laws of the State of New Jersey. In this connection, we have not been asked to express and, accordingly, do not express, any opinion herein with respect to any other aspect of the Rights, the effect of equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights, or the enforceability of any particular provisions of the Rights Agreement.

         We are members of the New Jersey Bar and do not hold ourselves out as experts on the laws of any other jurisdiction. As to all matters of New York law, we have relied upon an opinion of even date herewith of Dewey & LeBoeuf LLP, New York counsel for the Company, which is being filed as an exhibit to the Registration Statement. As to all matters of New Jersey law, Dewey & LeBoeuf LLP is hereby authorized to rely upon this opinion to the same extent as if this opinion had been addressed to them.


    National Fuel Gas Company
    March 17, 2009
    Page 7 of 7

         We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to references to us in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving the foregoing consent, we do not thereby admit that we belong to the category of persons whose consent is required under Section 7 of the 1933 Act, or the rules and regulations promulgated thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.

                                                                                                                                       Very truly yours,

                                                                                                                                       /s/ Lowenstein Sandler LC


    EX-23.1 6 c56950_ex23-1.htm c56950_ex23-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

    Exhibit 23.1

    CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated November 26, 2008 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in National Fuel Gas Company's Current Report on Form 8-K dated March 13, 2009. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

    /s/ PricewaterhouseCoopers LLP

    Buffalo, New York
    March 17, 2009


    EX-23.4 7 c56950_ex23-4.htm c56950_ex23-4.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

    Exhibit 23.4

    NETHERLAND, SEWELL
    & ASSOCIATES, INC.

         CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

    As independent oil and gas consultants, Netherland, Sewell & Associates, Inc. hereby consents to the incorporation by reference in the Registration Statement on Form S-3 of National Fuel Gas Company to be filed on or about March 17, 2009, of information from our audit report with respect to the oil and gas reserves of Seneca Resources Corporation dated October 16, 2008. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

      NETHERLAND, SEWELL & 
      ASSOCIATES, INC. 
       
      By:   /s/ C.H. (Scott) Rees III, P.E.
        C.H. (Scott) Rees III, P.E.
        Chairman and Chief Executive 
        Officer 

    Dallas, Texas
    March 17, 2009


    EX-25.1 8 c56950_ex25-1.htm c56950_ex25-1.htm

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    FORM T-1

    STATEMENT OF ELIGIBILITY UNDER THE TRUST
    INDENTURE ACT OF 1939 OF A CORPORATION
    DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
    TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
    _________________

    THE BANK OF NEW YORK MELLON
    (Exact name of trustee as specified in its charter)

    New York 13-5160382
    (Jurisdiction of incorporation (I.R.S. Employer
    if not a U.S. national bank) Identification No.)
     
    One Wall Street  
    New York, New York 10286
    (Address of principal executive offices) (Zip code)

    Legal Department
    The Bank of New York Mellon
    One Wall Street, 15th Floor
    New York, NY 10286
    (212) 635-1270
    (Name, address and telephone number of agent for service)

    NATIONAL FUEL GAS COMPANY
    (Exact name of obligor as specified in its charter)
    (See table of additional obligors on following page)

    New Jersey 13-1086010
    (State or other jurisdiction (I.R.S. Employer
    of incorporation or organization) Identification No.)
     
    6363 Main Street 14221
    Williamsville, New York (Zip code)
    (Address of principal executive offices)  

    Debt Securities
    ___________
    (Title of the indenture securities)
    _________________



    Item 1. General Information.

              Furnish the following information as to the Trustee:

           (a)     

    Name and address of each examining or supervising authority to which it is subject.

     
    Superintendent of Banks of the One State Street, New York, N.Y. 10004-1417
       State of New York    and Albany, N.Y. 12223
    Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
    Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429
    New York Clearing House Association New York, N.Y. 10005

           (b)     

    Whether it is authorized to exercise corporate trust powers.

         
        Yes.

    Item 2. Affiliations with Obligor.

                    If the obligor is an affiliate of the trustee, describe each such affiliation.

                    None.

    Item 16. List of Exhibits.

              Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d) .

                1.     -     

    A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

     
      4.     -     

    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-155238.)

     
      6.     -     

    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152856.)

     
      7.     -     

    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

     


    SIGNATURE

              Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of March, 2009.

      THE BANK OF NEW YORK MELLON
     
     
     
         By:   /s/ Sherma Thomas  
        Name:     Sherma Thomas  
        Title: Assistant Treasurer  



    EXHIBIT 7
    (Page i of iii)
    Consolidated Report of Condition of
    THE BANK OF NEW YORK MELLON
    of One Wall Street, New York, N.Y. 10286
    And Foreign and Domestic Subsidiaries,
    a member of the Federal Reserve System, at the close of business December 31, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

        Dollar Amounts
    ASSETS   In Thousands
    Cash and balances due from depository    
       institutions:    
       Noninterest-bearing balances and currency    
             and coin   $4,440,000
       Interest-bearing balances   87,807,000
    Securities:    
       Held-to-maturity securities   7,327,000
       Available-for-sale securities   32,572,000
    Federal funds sold and securities purchased    
       under agreements to resell    
       Federal funds sold in domestic offices   373,000
       Securities purchased under agreements to    
       resell   0
    Loans and lease financing receivables:    
       Loans and leases held for sale   0
       Loans and leases, net of unearned    
             income   32,827,000
       LESS: Allowance for loan and    
             lease losses   357,000
       Loans and leases, net of unearned    
             income and allowance   32,470,000
    Trading Assets   10,665,000
    Premises and fixed assets (including    
       capitalized leases)   1,098,000
    Other real estate owned   8,000
    Investments in unconsolidated subsidiaries    
       and associated companies   795,000
    Not applicable    
    Intangible assets:    
       Goodwill   4,908,000
       Other intangible assets   1,606,000
    Other assets   11,095,000
    Total assets   $195,164,000



        EXHIBIT 7
        (Page ii of iii)

    LIABILITIES    
    Deposits:    
       In domestic offices   $85,286,000
       Noninterest-bearing   54,008,000
       Interest-bearing   31,278,000
       In foreign offices, Edge and Agreement    
             subsidiaries, and IBFs   72,497,000
       Noninterest-bearing   1,558,000
       Interest-bearing   70,939,000
    Federal funds purchased and securities sold    
             under agreements to repurchase    
       Federal funds purchased in domestic    
           offices   454,000
       Securities sold under agreements to    
           repurchase   75,000
    Trading liabilities   8,365,000
    Other borrowed money:    
       (includes mortgage indebtedness and    
       obligations under capitalized leases)   6,256,000
    Not applicable    
    Not applicable    
    Subordinated notes and debentures   3,490,000
    Other liabilities   7,018,000
    Total liabilities   $183,441,000
    Minority interest in consolidated    
       subsidiaries   350,000
     
    EQUITY CAPITAL    
    Perpetual preferred stock and related    
       surplus   0
    Common stock   1,135,000
    Surplus (exclude all surplus related to    
       preferred stock)   8,276,000
    Retained earnings   6,810,000
    Accumulated other comprehensive income   -4,848,000
    Other equity capital components   0
    Total equity capital   11,373,000
    Total liabilities, minority interest, and equity    
       capital   $195,164,000

    ii



    EXHIBIT 7
    (Page iii of iii)

               I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

    Thomas P. Gibbons,
    Chief Financial Officer

               We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

    Gerald L. Hassell         
    Steven G. Elliott      
    Robert P. Kelly     Directors

     

    iii


    -----END PRIVACY-ENHANCED MESSAGE-----