-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PihgQ+87GXGyndOiMLwejJAa0h5185AzgX2L9YnFP8pKeQCCa0OA4FfE7sEH1GMm hdtoIztSW43txLrrjAzsPA== 0000950120-95-000008.txt : 19950223 0000950120-95-000008.hdr.sgml : 19950223 ACCESSION NUMBER: 0000950120-95-000008 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19950222 SROS: NYSE 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: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08541 FILM NUMBER: 95514253 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2125417533 U-1/A 1 AMENDMENT NO. 3 TO FORM U-1 (FILE NO. 70-8541) File No. 70-8541 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. AMENDMENT NO. 3 TO FORM U-1 APPLICATION OR DECLARATION under the PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 -------------------------------------------- National Fuel Gas Company National Fuel Gas 10 Lafayette Square Distribution Corporation Buffalo, New York 14203 10 Lafayette Square Buffalo, New York 14203 Seneca Resources Corporation National Fuel Gas Supply 10 Lafayette Square Corporation Buffalo, New York 14203 10 Lafayette Square Buffalo, New York 14203 National Fuel Resources, Inc. Utility Constructors, Inc. 10 Lafayette Square 10 Lafayette Square Buffalo, New York 14203 Buffalo, New York 14203 (Names of companies filing this statement and addresses of principal executive offices) --------------------------------------------- NATIONAL FUEL GAS COMPANY (Name of top registered holding company) --------------------------------------------- Philip C. Ackerman Robert J. Reger, Jr., Esq. Senior Vice President Reid & Priest LLP National Fuel Gas Company 40 West 57th Street 10 Lafayette Square New York, New York 10019 Buffalo, New York 14203 (Names and addresses of agents for service) Item 6. Exhibits and Financial Statements. The following exhibits are made a part of this statement: (A) Exhibits D-1 Copy of Petition of Distribution to the Public Service Commission of New York. D-3 Copy of Securities Certificate Application of Distribution filed with the Pennsylvania Public Utility Commission. F-1 Opinion of Reid & Priest LLP, Counsel for National. F-2 Opinion of Stryker, Tams & Dill, New Jersey Counsel for National. F-3 Opinion of Richard M. DiValerio, Counsel for Distribution, Supply, Seneca, NFR and Utility Constructors. I-1 Schedule of Estimated Fees and Expenses. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this amendment to be signed on their behalf by the undersigned thereunto duly authorized. NATIONAL FUEL GAS COMPANY By /s/ Gerald T. Wehrlin ---------------------------- Gerald T. Wehrlin Controller NATIONAL FUEL GAS DISTRIBUTION CORPORATION By /s/ Gerald T. Wehrlin ---------------------------- Gerald T. Wehrlin Senior Vice President, Controller SENECA RESOURCES CORPORATION By /s/ Gerald T. Wehrlin ---------------------------- Gerald T. Wehrlin Secretary, Treasurer and Controller NATIONAL FUEL GAS SUPPLY CORPORATION By /s/ Joseph P. Pawlowski ---------------------------- Joseph P. Pawlowski Treasurer -2- NATIONAL FUEL RESOURCES, INC. By /s/ David F. Smith ---------------------------- David F. Smith President UTILITY CONSTRUCTORS, INC. By /s/ Joseph P. Pawlowski ---------------------------- Joseph P. Pawlowski Treasurer DATED: February 22, 1995 -3- EXHIBIT INDEX D-1 Copy of Petition of Distribution to the Public Service Commission of New York. D-3 Copy of Securities Certificate Application of Distribution filed with the Pennsylvania Public Utility Commission. F-1 Opinion of Reid & Priest LLP, Counsel for National. F-2 Opinion of Stryker, Tams & Dill, New Jersey Counsel for National. F-3 Opinion of Richard M. DiValerio, Counsel for Distribution, Supply, Seneca, NFR and Utility Constructors. I-1 Schedule of Estimated Fees and Expenses. EX-99 2 EXHIBIT D-1 EXHIBIT D-1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PETITION TO THE NEW YORK STATE PUBLIC SERVICE COMMISSION FOR AUTHORIZATION TO ISSUE $250,000,000 OF PROMISSORY NOTES CALENDAR YEARS 1995-1996 STATE OF NEW YORK PUBLIC SERVICE COMMISSION NOTICE OF PROPOSED AGENCY ACTION Directions: ALL ITEMS MUST BE COMPLETED Pursuant to the provisions of the State Administrative Procedure Act, NOTICE is hereby given of the following proposed agency action: 1. Proposed action: Petition of National Fuel Gas Distribution Corporation ("Distribution") to issue promissory notes in the principal amount of not more than $250,000,000, which petition the Public Service Commission may approve, reject or modify with or without public hearings. 2. Statutory authority under which action is proposed: Public Service Law section 69 3. Subject matter to which order relates: Issuance of promissory notes for a 24-month period beginning with the date of the order. 4. Purpose of order: To authorize the issuance of the above notes and the application of the proceeds thereof for various purposes, including repayment of existing debt, construction, and general corporate purposes. 5. Terms of proposed agency actions CHECK APPLICABLE BOX: ( ) The proposed rule, amendment, suspension, or repeal contains 2,000 words or less. The original ribbon copy of the express terms of the proposed action is a part of this notice and is attached to this form. The typing for the express terms conforms to the instructions presented in section 260.2 of Title 19 of the Official Compilation of Codes, Rules and Regulations of the State of New York. ( ) The proposed rule, amendment, suspension of repeal contains more than 2,000 words. The original ribbon copy of a description of the substance of the proposed action is a part of this notice and is attached to this form. The typing for the description of the substance conforms to the instructions presented in section 260.2 of Title 19 of the Official Compilation of Codes, Rules and Regulations of the State of New York. ( ) Pursuant to section 202(6)(b) of the State Administrative Procedure Act, the agency elects to print a description of the subject, purpose and substance of the proposed agency action. The description contains less than 2,000 words. The original ribbon copy of the description is attached to this form. The typing for the description conforms to the instructions presented in section 260.2 of Title 19 of the Official Compilation of Codes, Rules and Regulations of the State of New York. Name of Agency Representative Hon. John J. Kelliher Governor George E. Pataki Office Address State of New York Empire State Plaza Albany, NY 12223 Telephone Number (518) 474-1902 7. Regulatory impact statement (check applicable box): [ ] A consolidated regulatory impact statement is submitted with this notice and is being used because: [ ] The proposed action is one of a series of closely related and simultaneously proposed rules. [ ] The proposed action is one of a series of virtually identical rules proposed during the same year. [ ] A regulatory impact statement of 2,000 words or less is submitted with the notice. [ ] Because the text of the regulatory impact statement exceeds 2,000 words, a summary is submitted with this notice. [ ] A regulatory impact statement is not submitted with this notice and is not required because: [ ] The proposed action is a technical amendment. [ ] The action is proposed solely to comply with the plain language requirement of Executive Order No. 100. [ ] A regulatory impact statement is not submitted with this notice because proposed action is subject to a consolidated regulatory impact statement that was previously printed on page of issue , Volume , date of the State Register. [ ] A regulatory impact statement is not submitted with this notice because the proposed action is within the definition contained in section 102(2)(a)(ii) of the State Administrative Procedure Act and was initially proposed by the regulated entity to which the proposal would apply. 8. Check box and complete as applicable: [ ] A public hearing is required by law and will be held at a.m./p.m. on 19 at [ ] A public hearing is not required by law, and a public hearing has not been scheduled. [ ] A public hearing is not required by law, but a public hearing will be held at a.m./p.m. on 19 at 9. Data, views or arguments may be submitted to: Name of Agency Representative Office Address Telephone Number 10. Additional matter required by statute: [ ] Check box if not applicable. I have reviewed this form and the information submitted with it. The information contained in this notice is correct to the best of my knowledge. I have reviewed Article 2 of the State Administrative Procedure Act and Parts 260, 261, 262 and 263 of Title 19 of the Official Compilation of Codes, Rules and Regulations of the State of New York, and I hereby certify that this notice complies with all applicable provisions. This notice was prepared by: Signature Name Title Address Dated Telephone PLEASE READ BEFORE SUBMITTING THIS NOTICE. One copy of the notice with the original signature plus two other copies of the notice must be submitted to the State Register, Department of State, 162 Washington Avenue, Albany, NY 12231. NATIONAL FUEL GAS DISTRIBUTION CORPORATION PETITION TO THE NEW YORK STATE PUBLIC SERVICE COMMISSION FOR AUTHORIZATION TO ISSUE $250,000,000 OF PROMISSORY NOTES CALENDAR YEARS 1995-1996 STATE OF NEW YORK PUBLIC SERVICE COMMISSION STATE DIVISION, DEPARTMENT OF PUBLIC SERVICE In the Matter of the Application -of- AFFIDAVIT IN SUPPORT OF NATIONAL FUEL GAS DISTRIBUTION CORPORATION, to PETITION the Public Service Commission, for authorization to issue and sell promissory notes in the aggregate amount of $250,000,000 STATE OF NEW YORK) ) ss. COUNTY OF ERIE ) J. P. PAWLOWSKI, being duly sworn deposes and says: 1. That he is Treasurer and principal accounting officer of NATIONAL FUEL GAS DISTRIBUTION CORPORATION, the Petitioner named in the above-entitled Petition, and as the principal accounting officer of the said corporation is personally familiar with the accounts, records and matters involved in this proceeding; 2. That he has read the above-entitled Petition, that to the best of his knowledge, information and belief the averments of the same are true, and that Schedules A through J annexed to said Petition are true and correct according to the accounts and records of National Fuel Gas Distribution Corporation; 3. That the accounts of National Fuel Gas Distribution Corporation are kept in accordance with order or orders of the Commission applicable thereto; 4. That he has read the foregoing statement of proposed expenditures for construction, completion and improvement of facilities as detailed in Schedule G and that no part of the said proposed expenditures is, in whole or in part, reasonably chargeable to Operating Expenses or Income. /s/ J. P. Pawlowski Treasurer Sworn to before me this 25th day of January, 1995 /s/ C. W. Lee Notary Public in and for the County of Erie, New York STATE OF NEW YORK PUBLIC SERVICE COMMISSION STATE DIVISION, DEPARTMENT OF PUBLIC SERVICE In the Matter of the Application -of- NATIONAL FUEL GAS DISTRIBUTION CORPORATION, to PETITION the Public Service Commission, for authorization to issue and sell promissory notes in the aggre- gate amount of $250,000,000 TO THE PUBLIC SERVICE COMMISSION OF THE STATE OF NEW YORK: The petition of NATIONAL FUEL GAS DISTRIBUTION CORPORATION respectfully alleges: 1. The name of your petitioner is National Fuel Gas Distribution Corporation, whose principal place of business is 10 Lafayette Square, Buffalo, New York 14203. (National Fuel Gas Distribution Corporation is, throughout this Petition and its exhibits, sometime referred to as either Petitioner or Distribution.) We respectfully request all communications and reports relative to this petition be addressed to Mr. G. T. Wehrlin, Senior Vice President and Controller, at said address. 2. Petitioner is a domestic corporation, incorporated on April 11, 1973, as NFG Gas Corporation. The Certificate of Amendment of its Articles of Incorporation by which its name was changed from NFG Gas Corporation to National Fuel Gas Distribution Corporation was filed with the Secretary of State of the State of New York on July 3, 1974. A copy of that Certificate of Amendment was filed in Case 26434. 3. Petitioner is the successor to the gas distribution operations of Iroquois Gas Corporation, Pennsylvania Gas Company and United Natural Gas Company pursuant to a corporate reorganization effective July 1, 1974, approved by this Commission by order issued June 21, 1974 in Case 26434. 4. A copy of Petitioner's Articles of Incorporation and Bylaws as amended on March 15, 1974 were filed in Case 26434. Bylaw amendments dated September 17 and October 15, 1974 were filed in Case 26978. Bylaw amendments dated May 28, 1976, September 15, 1978, December 21, 1978, December 15, 1980 and September 28, 1981 were filed in Case 28657. Bylaw amendments after September 28, 1981 were filed in Case 29360. Bylaw amendment effective December 16, 1994 is filed in this case. (See Schedule I.) 5. Petitioner has authorized capital stock consisting of 2,000 shares with no par value per share, of which 2,000 shares are now issued and outstanding. 6. Petitioner proposes to issue, as part of this financing, promissory notes in the principal amount of not more than $250,000,000 applying the proceeds from the sale of such notes to (i) fund, in part, Petitioner's construction programs for calendar years 1995 and 1996, (ii) use for general corporate purposes (iii) decrease short-term debt balances incurred to finance previous years' construction programs, (iv) repay notes held by National Fuel Gas Company ("National"), Petitioner's parent company, and issued by Petitioner to National in exchange for loans from National to Petitioner made in connection with the issue and sale by National of its 6.21% medium-term notes (MTN's) due May 1, 1995, its 9.45% MTN's due June 8, 1995, its 6.23% MTN's due June 23, 1995, its 6.24% MTN's due May 1, 1995,* its 9.0% MTN's due December 18, 1995, its 9.03% MTN's due December 18, 1995 and its 9.03% MTN's due December 20, 1995. (Petitioner will be required to pay National $94,000,000 in 1995 to repay National's loans to Petitioner using some of the proceeds of such MTN issues.) Distribution has no authority to issue promissory notes beginning January 1, 1995, until such time as it receives the necessary Commission and PaPUC orders. A Securities Certificate will also be filed with the PaPUC requesting authorization to issue promissory notes in the aggregate amount of $250,000,000, for a 24-month period beginning with the date of the order. National, pursuant to the Public Holding Company Act of 1935, as amended, has filed an application-declaration with the Securities and Exchange Commission ("SEC") for authority to issue up to $350,000,000 of Debentures and/or Medium-Term Notes in the aggregate, prior to December 31, 1997. The existing authorization from the SEC (SEC file No. 70-8143) expired on December 31, 1994. The new request to the SEC filed on form U-1 is enclosed with this petition as Schedule J. Once all requisite orders have been received, the issuance of debentures or notes by National and promissory notes by Distribution will occur from time-to-time based upon market conditions during the 24-month period beginning on the date of the order. *Maturity date for Subsidiary is 6/24/95. 7. The following schedules are appended hereto and made a part hereof: Schedule A - Statement of the Financial Condition of Petitioner at September 30, 1994. Schedule B - Balance Sheets of Petitioner at September 30, 1992 and September 30, 1994. Schedule C - Statement showing the balances in Operating Property Accounts by Subaccounts at September 30, 1993 through September 30, 1994. Schedule D - Analysis of Retirements showing book cost of each credit to Operating Property Accounts, debit to Depreciation Reserve or Other Accounts, Cost of Removal and Salvage during the twelve-month periods ended September 30, 1993 and 1994. Schedule E - Analysis of Credits to Depreciation Reserve for the twelve-month periods ended September 30, 1993 and 1994. Schedule F - Reimbursement Margin for the period September 30, 1992 through September 30, 1994. Schedule G - Statement of Funds Required and Source of Funds to meet proposed financing for the period January 1 through December 31, 1995 and 1996; Capital Expenditure Programs for the calendar years 1995 and 1996. Schedule H - Agreement between Petitioner and National Fuel Gas Company including form of Note. Schedule I - Bylaw Amendments. Schedule J - U-1 8. The costs incurred by National in issuing Debentures and/or Medium-Term Notes, the proceeds of which are then lent to Petitioner, are expected to be incorporated into the interest rate. Included in this interest rate are an estimated five basis points per issue to cover debt related expenses other than interest and underwriters' or agents' commissions. (See Schedule J for further details.) 9. The book cost of Petitioner's utility property represents the original cost thereof as that term is defined in Section 31.1, subdivision (f), of the Rules of Procedure of the Commission and does not include any amount for a franchise, consent or right to operate as a public utility. 10. No franchise or any right to own, operate or enjoy any franchise or any contract for consolidation or lease is proposed to be capitalized directly or indirectly in connection with the transaction herein set forth. 11. Because the Petitioner is a subsidiary of National, which is a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended, ("1935 Act") the Petitioner is also required to secure approval from the SEC for the issuance of the $250,000,000 of promissory notes described in this petition, as well as for National's issuance of indebtedness. Petitioner, therefore, was a party, along with National and some of National's other subsidiaries, to the joint application-declaration filed with the SEC under the 1935 Act. National thereunder proposes to issue and sell not to exceed $350,000,000 aggregate principal amount of debt securities consisting of (i) one or more series of its debentures, and/or (ii) its medium-term notes, and/or (iii) convertible debt and/or other instruments of indebtedness, in each case on terms to be determined when the agreement to sell is made or at the time of delivery, and to lend not to exceed $250,000,000 thereof to Petitioner. WHEREFORE, Petitioner respectfully requests the Commission to issue an order (1) authorizing the issuance and sale by Petitioner from time-to-time, for a 24-month period beginning on the date of the order, at Petitioner's option, of $250,000,000 principal amount of promissory notes in accordance with the terms of the Agreement between Petitioner and National (Schedule H); (2) authorizing Petitioner to apply not more than $250,000,000 of the proceeds of the sale of such notes toward (a) reimbursement of its treasury for equivalent moneys expended during the above 24-month period, for capital purposes; (b) repayment of notes held by National and issued by Petitioner to National in exchange for loans from National to Petitioner in connection with the issue and sale by National of its 6.21% medium-term notes (MTN's) due May 1, 1995, its 9.45% MTN's due June 8, 1995, its 6.23% MTN's due June 23, 1995, its 6.24% MTN's due May 1, 1995*, its 9.0% MTN's due December 18, 1995, its 9.03% MTN's due December 18, 1995 and its 9.03% MTN's due December 20, 1995 (Petitioner will be required to pay National $94,000,000 in 1995 to repay National's loans to Petitioner using some of the proceeds of such MTN issues); (c) payment for gross additions during calendar years 1995 and 1996 to utility plant used and useful in the public service over and above additions constructed through funds originating from credits to the depreciation reserve and net salvage; (d) use for other corporate purposes; and (e) reduction of short-term debt balances incurred to finance previous years' construction programs; with the provision that temporary withdrawals of all or a portion of said $250,000,000 from a special fund may be made during the 24-month period beginning with the date of the order, provided such temporary withdrawals are restored to said special fund not later than 24 months after the date of the order. *Maturity date for subsidiary is 6/24/95. Because of National's anticipated financing schedule, we respectfully request Commission approval of this petition by March 27, 1995. Dated: January 25, 1995 Respectfully submitted, NATIONAL FUEL GAS DISTRIBUTION CORPORATION By /s/ W. J. Hill President STATE OF NEW YORK) ) ss. COUNTY OF ERIE ) W. J. HILL, being duly sworn, deposes and says that he is President of the NATIONAL FUEL GAS DISTRIBUTION CORPORATION, the Petitioner named in the foregoing petition; that he has read the petition and knows the contents thereof; that the same is true to the best of his knowledge and belief. /s/ W. J. Hill President Sworn to before me this 25th day of January, 1995 /s/ C. W. Lee Notary Public in and for the County of Erie, New York SCHEDULE A Sheet 1 of 9 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT OF FINANCIAL CONDITION AT SEPTEMBER 30, 1994 PURSUANT TO SECTION 3.1 OF THE RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION (a) Amount and classes of capital stock authorized by Certificate of Incorporation. Common Stock No Par Value 2,000 Shares (b) Capital Stock - authorized by the Public Service Commission. Case Number Date of Order 26434 June 21, 1974 (c) Class and amount of stock issued and outstanding: (1) 2,000 shares common stock: (a) No par value (b) $59,170,600 actually paid for such stock (c) Premium on capital stock $68,500 (d) Not applicable. (e) Not applicable. (f) Notes authorized by the Public Service Commission. Maximum Principal Case Number Date of Order Amount $ 26434 June 21, 1974 108,781,700 26715 September 24, 1974 21,000,000 26847 May 28, 1975 31,000,000 26978 April 28, 1976 26,500,000 27131 March 15, 1977 36,000,000 27329 November 28, 1978 2,318,500 27564 July 19, 1979 35,500,000 28657 December 7, 1983 50,000,000 29360 September 11, 1986 100,000,000 89G047 June 8, 1989 150,000,000 91G0750 January 9, 1992 100,000,000 91G1327 March 12, 1992 150,000,000 91G0154 May 13, 1993 250,000,000 (g) Not Applicable. (h) Not Applicable. SCHEDULE A Sheet 2 of 9 (i) Advances from each affiliated interest. Promissory notes payable by Distribution to National Fuel Gas Company as of September 30, 1994: Case Interest Principal Amount Number Term of Notes Rate Issued Outstanding % $ $ 89G047 20,000,000 principal amount matures on June 8, 1995 9.45 20,000,000 20,000,000 $13,000,000 principal amount matures on December 20, 1995 9.03 13,000,000 13,000,000 $8,000,000 principal amount matures on December 18, 1995 9.03 8,000,000 8,000,000 $9,000,000 principal amount matures on December 18, 1995 9.00 9,000,000 9,000,000 91G0750 $100,000,000 principal amount matures on February 1, 2004 7.99 100,000,000 100,000,000 91G1327 $1,000,000 principal amount matures on June 23, 1995 6.23 1,000,000 1,000,000 $20,000,000 principal amount matures on June 24, 1995 6.24 20,000,000 20,000,000 $23,000,000 principal amount matures on May 1, 1995 6.21 23,000,000 23,000,000 $7,000,000 principal amount matures on November 5, 1997 6.54 7,000,000 7,000,000 $50,000,000 principal amount matures February 4, 2000 6.71 50,000,000 50,000,000 $49,000,000 principal amount matures March 30, 2023 7.46 49,000,000 49,000,000 SCHEDULE A Sheet 3 of 9 (i) Continued $ 93G0154 $20,000,000 principal amount matures July 15, 2024 8.55 20,000,000 20,000,000 320,000,000 320,000,000 Payable to Associated Companies -Working Capital Requirements System Money Pool* 70,000,000 Other Indebtedness to each affiliated interest. National Fuel Gas Company 7,077,810 National Fuel Gas Supply Corporation 11,190,871 Seneca Resources Corporation 4,660 Data-Track Account Services, Inc. 50,368 National Fuel Resources 1,251,327 19,575,036 $ (j) Other Indebtedness Other Long-Term Debt 496,805 Accounts Payable 41,380,871 Customer Deposits 4,385,656 Taxes Accrued 7,199,707 Tax Collections Payable 170,754 Interest Accrued 157,707 Dividends Declared 7,468,000 Customers' Advances for Construction 1,360,979 Miscellaneous Current and Accrued Liabilities 23,809,657 86,430,136 (k) Interest accrued during the year ended September 30, 1994 at each of the several rates required by the terms of the outstanding indebtedness. Rate Amount % $ Notes Payable 9.54 1,425,061 Notes Payable 9.45 1,890,000 Notes Payable 9.03 1,896,300 Notes Payable 9.00 810,000 Notes Payable 7.99 7,990,000 *Refer to description of Money Pool, Schedule A, Sheet 4 of 9. SCHEDULE A Sheet 4 of 9 (k) Continued Rate Amount % $ Notes Payable 6.23 62,300 Notes Payable 6.24 1,248,000 Notes Payable 6.21 1,428,300 Notes Payable 6.54 457,800 Notes Payable 6.71 3,355,000 Note Payable 7.46 3,655,400 Note Payable 8.55 365,750 System Money Pool* * 1,390,604 Customer Deposits (Pennsylvania) ** 17,290 Customer Deposits (New York) *** 33,033 Total 26,024,838 *The System Money Pool is an arrangement whereby National Fuel Gas Company (National) raises all of the short-term debt capital needed by each of its subsidiaries, including National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation, Highland Land & Minerals, Inc., Utility Constructors, Inc., Leidy Hub Inc., Data-Track Account Services, Inc. and National Fuel Resources, Inc., by issuing commercial paper and/or bank notes. National then lends the proceeds therefrom to such subsidiaries, at cost. In addition, excess funds from participating subsidiaries may be lent, through the System Money Pool, to other participating subsidiaries. The subsidiaries participating in the System Money Pool from time-to-time are National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation, Highland Land and Minerals, Inc., Utility Constructors, Inc., Leidy Hub Inc., Data-Track Account Services, Inc. and National Fuel Resources, Inc. Requests by participating subsidiaries for short-term loans are met from Money Pool sources in the following order: (1) surplus funds of any of the subsidiaries; (2) surplus funds of National; (3) proceeds from National's sale of commercial paper and bank borrowings. The interest rate applicable to all loans of surplus funds through the Money Pool is the lower of the rate for commercial paper or the prime rate. The interest rate applicable to funds borrowed by National on behalf of the participating subsidiaries (either through commercial paper or bank loans) and loaned through the Money Pool is equal to National's net cost for such external borrowings. In cases where both surplus funds from other subsidiaries and external funds are concurrently borrowed through the Money Pool, the interest rate applicable to all funds borrowed will be a composite rate equal to the weighted average of the net cost of externally borrowed funds and the cost of all surplus funds contributed by the participating subsidiaries. **Non Residential Rate 9.0% Residential Rate 11.0% ***October 1993 - December 1993 4.9% January 1994 - September 1994 3.7% SCHEDULE A Sheet 5 of 9 (l) Rate and amount of dividends declared upon Capital Stock and the amount of dividends paid during the twelve months ending: National Fuel Gas Dividends Declared Dividends Distribution Corp. Rate Amount Paid $ $ $ Common Stock September 30, 1994 14,936 29,872,000 29,654,000 (m) (1) Contingent Assets - None Contingent Liabilities - None (2) Unpaid Cumulative Accrued Dividends - None (n) Analysis of Other Paid-In Capital $ Allocated to National Fuel Gas Distribution Corporation (PSC Case 26434) 607,184 Cancellation of Notes Payable to National Fuel Gas Company 3,500,000 Common Stock Issuance and Sale 117,492,500 Balance September 30, 1994 121,599,684 (o) (1) Deferred Debits to be Amortized - Balance September 30, 1994 $ NYPSC Assessment 944,826 Deferred Gas Costs (6,947,570) Savings Power 425,436 UILEEP (647,892) Unamortized Debt Expense 18,907,160 Take-or-Pay Charges-NY 5,037,404 Take-or-Pay Charges-PA 4,753,887 ACUMEN System 5,250 FASB109 Asset - NY 62,561,162 FASB109 Asset - PA 31,477,560 SCHEDULE A Sheet 6 of 9 (o) (1) Continued OPEB - NY 603,190 OPEB - PA 620,898 Transition Costs - NY 7,126,297 Transition Costs - PA 2,720,989 Environment Cleanup 4,633,137 TGX Litigation Payment 2,005,668 LIRA (1,760,849) NY Sales/Use Tax and Assessment 1,249,076 133,715,629 (o) (2) Deferred Credits to be Amortized - Balance September 30, 1994 $ FASB109 Liability 23,389,721 Accrued Transition Costs 4,596,985 Environment Cleanup 3,798,043 31,784,749 SCHEDULE A Sheet 7 of 9 NATIONAL FUEL GAS DISTRIBUTION CORPORATION BALANCE SHEET AT SEPTEMBER 30, 1994 (p) Assets and Other Debits $ Utility Plant Utility Plant (101-107,114,117,118.1,118.2,120) 1,036,145,229 Less: Accumulated Provision for Depreciation, Amortization and Depletion (108-113,115,119.1,119.2,120.5) 248,431,038 Total Net Utility Plant 787,714,191 Other Property and Investments Non-Utility Property (121) 80,137 Other Investments (124) 1,088 Other Special Funds (128) 7,402,579 Total Other Property and Investments 7,483,804 Current and Accrued Assets Cash (131) 2,692,278 Working Funds (135) 839,675 Accounts Receivable (142, 143) 64,856,199 Less: Accumulated Provision for Uncollectible Accounts (144) 4,798,159 Accounts Receivable from Associated Companies (146) 14,217,355 Materials and Supplies (150) 8,321,871 Gas Stored Underground-Current (164.1) 31,899,894 Prepayments (165) 14,412,657 Interest and Dividends Receivable (171) 2,332,793 Accrued Utility Revenues (173) 17,310,686 Total Current and Accrued Assets 152,085,249 Deferred Debits Preliminary Survey and Investigation Charges (183) 102,908 Clearing Accounts (184) 513,370 Miscellaneous Deferred Debits (186) 151,995,130 Investment in Research and Development (188) (295,800) Accumulated Deferred Income Taxes (190) 130,125 Total Deferred Debits 152,445,733 Total Assets and Other Debits 1,099,728,977 SCHEDULE A Sheet 8 of 9 NATIONAL FUEL GAS DISTRIBUTION CORPORATION BALANCE SHEET AT SEPTEMBER 30, 1994 Liabilities and Other Credits $ Proprietary Capital Common Stock Issued (201) 59,170,600 Premium on Capital Stock (207) 68,500 Other Paid-In Capital (208-211) 121,599,684 Retained Earnings (215,216) 206,799,499 Total Proprietary Capital 387,638,283 Long-Term Debt Advances from Associated Companies (223) 320,000,000 Other Long-Term Debt (224) 496,805 Total Long-Term Debt 320,496,805 Current and Accrued Liabilities Accounts Payable (232) 41,380,871 Notes Payable to Associated Companies (233) 70,000,000 Accounts Payable to Associated Companies (234) 19,575,036 Customer Deposits (235) 4,385,656 Taxes Accrued (236) 7,199,707 Interest Accrued (237) 157,707 Dividends Declared (238) 7,468,000 Tax Collections Payable (241) 170,754 Miscellaneous Current and Accrued Liabilities (242) 23,809,657 Total Current and Accrued Liabilities 174,147,388 Deferred Credits Customer Advances for Construction (252) 1,360,979 Other Deferred Credits (253) 41,113,148 Accumulated Deferred Investment Tax Credits (255) 13,611,128 Accumulated Deferred Income Taxes - Liberalized Depreciation (282) 73,465,475 Accumulated Deferred Income Taxes-Other (283) 82,831,388 Total Deferred Credits 212,382,118 Operating Reserves Pensions and Benefits Reserve (263) 5,064,383 Total Operating Reserves 5,064,383 Total Liabilities and Other Credits 1,099,728,977 SCHEDULE A Sheet 9 of 9 NATIONAL FUEL GAS DISTRIBUTION CORPORATION INCOME STATEMENT FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994 Utility Operating Income $ Operating Revenues (400) 931,672,766 Operating Expenses Operation Expense (401) 695,422,724 Maintenance Expense (402) 22,271,790 Depreciation Expense (403) 28,215,742 Taxes Other Than Income Taxes (408.1) 88,852,086 Income Taxes (409.1, 410.1, 411.1, 411.4, 411.8) 28,146,207 Total Operating Expenses 862,908,549 Total Utility Operating Income 68,764,217 Other Income Income from Merchandising, Jobbing and Contract Work (415, 416) (78,048) Interest and Dividend Income (419) 390,161 Allowance for Funds Used During Construction (419.1) 256,868 Miscellaneous Nonoperating Income (421) 186,574 Gain on Disposition of Property (421.1) 212,477 Total Other Income 968,032 Other Income Deductions Loss on Disposition of Property (421.2) 186,652 Miscellaneous Income Deductions (426) 357,674 Total Other Income Deductions 544,326 Taxes - Other Income and Deductions Taxes Other Than Income Taxes (408.2) 17,550 Income Taxes (409.2, 410.2, 411.2, 411.5, 420) (1,661,482) Total Taxes-Other Income and Deductions (1,643,932) Net Other Income and Deductions 2,067,638 Interest Charges Amortization of Debt Discount and Expense (428) 1,453,225 Interest on Debt to Associated Companies (430) 25,974,515 Other Interest Expense (431) 2,093,234 Total Interest Charges 29,520,974 Net Income 41,310,881 SCHEDULE B Sheet 1 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION BALANCE SHEET AT SEPTEMBER 30, 1992 AND SEPTEMBER 30, 1994 (ITEM (a) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) September 30, September 30, Assets and Other Debits 1992 1994 $ $ Utility Plant Utility Plant (101-107, 114, 117, 118.1 118.2, 120) 929,521,154 1,036,145,229 Less: Accumulated Provision for Depreciation, Depletion and Amortization (108-113, 115, 119.1, 119.2, 120.5) 209,845,952 248,431,038 Total Net Utility Plant 719,675,202 787,714,191 Other Property and Investments Non-Utility Property (121) 80,137 80,137 Other Investments (124) 1,088 1,088 Other Special Funds (128) 3,539,610 7,402,579 Total Other Property and Investments 3,620,835 7,483,804 Current and Accrued Assets Cash (131) 3,035,139 2,692,278 Working Funds (135) 750,135 839,675 Notes Receivable (141) 8,772 - Accounts Receivable (142, 143) 43,171,754 64,856,199 Less: Accumulated Provision for Uncollectible Accounts (144) 5,720,803 4,798,159 Accounts Receivable from Assoc. Companies (146) 7,448,777 14,217,355 Materials and Supplies (150) 6,350,554 8,321,871 Gas Stored Underground (164.1) - 31,899,894 Prepayments (165) 10,316,436 14,412,657 Interest and Dividends Receivable (171) 3,314,346 2,332,793 Accrued Utility Revenues (173) - 17,310,686 Total Current and Accrued Assets 68,675,110 152,085,249 Deferred Debits Preliminary Survey and Investigation Charges (183) 174,749 102,908 Clearing Accounts (184) 271,996 513,370 Miscellaneous Deferred Debits (186) 65,728,385 151,995,130 Investment in Research and Development (188) (11,186) (295,800) Accumulated Deferred Income Taxes (190) 452,200 130,125 Total Deferred Debits 66,616,144 152,445,733 Total Assets and Other Debits 858,587,291 1,099,728,977 SCHEDULE B Sheet 2 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION BALANCE SHEET AT SEPTEMBER 30, 1992 AND SEPTEMBER 30, 1994 (ITEM (a) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Liabilities and Other Credits September 30, September 30, 1992 1994 $ $ Proprietary Capital Common Stock Issued (201) 59,170,600 59,170,600 Premium on Capital Stock (207) 68,500 68,500 Other Paid-In Capital (208,211) 35,352,184 121,599,684 Retained Earnings (215,216) 176,189,825 206,799,499 Total Proprietary Capital 270,781,109 387,638,283 Long-Term Debt Advances from Associated Companies (223) 294,000,000 320,000,000 Other Long-Term Debt (224) 553,026 496,805 Total Long-Term Debt 294,553,026 320,496,805 Current and Accrued Liabilities Accounts Payable (232) 10,340,996 41,380,871 Notes Payable - Associated Companies (233) 104,200,000 70,000,000 Accounts Payable to Associated Companies (234) 31,395,055 19,575,036 Customer Deposits (235) 3,341,539 4,385,656 Taxes Accrued (236) (2,313,554) 7,199,707 Interest Accrued (237) 29,980 157,707 Dividends Declared (238) 6,250,000 7,468,000 Tax Collections Payable (241) 1,711,460 170,754 Miscellaneous Current and Accrued Liabilities (242) 40,288,389 23,809,657 Total Current and Accrued Liabilities 195,243,865 174,147,388 Deferred Credits Customer Advances for Construction (252) 1,072,354 1,360,979 Other Deferred Credits (253) 2,862,263 41,113,148 Accumulated Deferred Investment Tax Credits (255) 14,948,622 13,611,128 Accumulated Deferred Income Taxes- Liberalized Depreciation (282) 60,313,548 73,465,475 Accumulated Deferred Income Taxes- Other (283) 15,976,321 82,831,388 Total Deferred Credits 95,173,108 212,382,118 Operating Reserves Pensions and Benefits Reserve (263) 2,836,183 5,064,383 Total Operating Reserves 2,836,183 5,064,383 Total Liabilities and Other Credits 858,587,291 1,099,728,977
SCHEDULE C Sheet 1 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1993 THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1992 TO SEPTEMBER 30, 1993 AND THE BALANCES IN OPERATING PROPERTY AT SEPTEMBER 30, 1993 (ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Sept. 30, Adjustments Sept. 30, 1992 Additions Retirements & Transfers 1993 Utility Plant (101, 106) $ $ $ $ $ Intangible Plant 301. Organization 296,223 - - - 296,223 302. Franchises and Consents 22,858 - - - 22,858 Total Intangible Plant 319,081 - - - 319,081 Natural Gas Production and Gathering Plant 325.2 Producing Leaseholds 184,538 - - - 184,538 325.4 Rights-of-Way 401,835 15 - - 401,850 325.5 Other Land and Land Rights 40,268 - - - 40,268 327. Field Compressor Station Structures 178,880 - - - 178,880 328. Field Measuring and Regulating Station Structures 25,220 - - - 25,220 329. Other Structures 3,317 - - - 3,317 330. Producing Gas Wells-Well Construction 343,799 - - - 343,799 331. Producing Gas Wells-Well Equipment 66,630 - - - 66,630 332. Field Lines 11,307,212 128,366 (871) - 11,434,707 333. Field Compressor Station Equipment 1,503,208 - (64,435) - 1,438,773 334. Field Measuring and Regulating Station Equipment 5,105,909 628,829 (111,427) 2,657 5,625,968 336. Purification Equipment 36,826 - - - 36,826 337. Other Equipment 28,336 - - - 28,336 338. Unsuccessful Exploration and Development Costs 1,117,573 - - 1,117,573 Total Natural Gas Production and Gathering Plant 20,343,551 757,210 (176,733) 2,657 20,926,685 Transmission Plant 365.1 Land and Land Rights 239,804 (40,618) - - 199,186 365.2 Rights-of-Way 935,902 41,414 (1,232) - 976,084 366.2 Structures and Improvements 322,486 - (1,129) - 321,357 366.3 Other Structures 4,724 - - - 4,724 367. Mains 33,889,323 551,875 (114,105) - 34,327,093 369. Measuring and Regulating Station Equipment 4,523,212 426,136 (68,757) - 4,880,591 Total Transmission Plant 39,915,451 978,807 (185,223) - 40,709,035 Distribution Plant 374. Land and Land Rights 7,407,669 524,001 (6,047) - 7,925,623 375. Structures and Improvements 6,101,833 208,742 (16,387) - 6,294,188 376. Mains 493,134,340 28,697,872 (2,298,215) 38,716 519,572,713 377. Compressor Station Equipment 1,120,777 - - - 1,120,777 378. Measuring and Regulating Station Equipment 12,385,903 710,373 (274,825) 31,064 12,852,515 380. Services 237,450,701 21,013,276 (2,314,075) - 256,149,902 381. Meters 27,506,197 3,088,196 (174,235) - 30,420,158 382. Meter Installations 7,076,862 268,674 (94,782) - 7,250,754 383. House Regulators 789,091 - (26,686) - 762,405 384. House Regulator Installations 1,749,474 69,303 (14,203) - 1,804,574 385. Industrial Measuring and Regulating Station Equipment 10,504,010 1,085,230 (128,266) 35,649 11,496,623 387. Other Equipment 1,189,992 - (66) - 1,189,926 Total Distribution Plant 806,416,849 55,665,667 (5,347,787) 105,429 856,840,158 ( ) Indicates Decrease SCHEDULE C Sheet 2 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1993 THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1992 TO SEPTEMBER 30, 1993 AND THE BALANCES IN OPERATING PROPERTY AT SEPTEMBER 30, 1993 (ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Sept. 30, Adjustments Sept. 30, 1992 Additions Retirements & Transfers 1993 $ $ $ $ $ General Plant 389. Land and Land Rights 1,205,970 38,643 (546) - 1,244,067 390. Structures and Improvements 25,798,577 2,797,338 (542,918) - 28,052,997 391. Office Furniture and Equipment 7,674,427 215,006 (25,239) - 7,864,194 392. Transportation Equipment 353,328 - - - 353,328 393. Stores Equipment 178,768 - (445) - 178,323 394. Tools, Shop and Garage Equipment 8,233,370 804,879 (5,103) - 9,033,146 395. Laboratory Equipment 40,878 - - - 40,878 396. Power Operated Equipment 1,225,411 6,097 (9,263) - 1,222,245 397. Communication Equipment 3,678,192 219,383 (549) - 3,897,026 398. Miscellaneous Equipment 133,934 28,443 - - 162,377 Total General Plant 48,522,855 4,109,789 (584,063) - 52,048,581 Total Gas Plant 915,517,787 61,511,473 (6,293,806) 108,086 970,843,540 ( ) Indicates Decrease SCHEDULE C Sheet 3 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1994 THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1993 TO SEPTEMBER 30, 1994 AND THE BALANCES IN OPERATING PROPERTY AT SEPTEMBER 30, 1994 (ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Sept. 30, Adjustments Sept. 30, 1993 Additions Retirements & Transfers 1994 $ $ $ $ $ Utility Plant (101, 106) Intangible Plant 301. Organization 296,223 - - - 296,223 302. Franchises and Consents 22,858 - - - 22,858 Total Intangible Plant 319,081 - - - 319,081 Natural Gas Production and Gathering Plant 325.2 Producing Leaseholds 184,538 - - - 184,538 325.4 Rights-of-Way 401,850 - (174) - 401,676 325.5 Other Land and Land Rights 40,268 - - - 40,268 327. Field Compressor Station Structures 178,880 - - - 178,880 328. Field Measuring and Regulating Station Structures 25,220 - - - 25,220 329. Other Structures 3,317 - - - 3,317 330. Producing Gas Wells-Well Construction 343,799 - - - 343,799 331. Producing Gas Wells-Well Equipment 66,630 - - - 66,630 332. Field Lines 11,434,707 (11,331) (31,683) - 11,391,693 333. Field Compressor Station Equipment 1,438,773 55,965 (2,187) - 1,492,551 334. Field Measuring and Regulating Station Equipment 5,625,968 179,488 (167,968) - 5,637,488 336. Purification Equipment 36,826 - - - 36,826 337. Other Equipment 28,336 - - - 28,336 338. Unsuccessful Exploration and Development Costs 1,117,573 - - - 1,117,573 Total Natural Gas Production and Gathering Plant 20,926,685 224,122 (202,012) - 20,948,795 Transmission Plant 365.1 Land and Land Rights 199,186 (99) - - 199,087 365.2 Rights-of-Way 976,084 44,298 (1,008) - 1,019,374 366.2 Structures and Improvements 321,357 10,570 (1,006) - 330,921 366.3 Other Structures 4,724 - - - 4,724 367. Mains 34,327,093 1,809,428 (230,018) - 35,906,503 369. Measuring and Regulating Station Equipment 4,880,591 251,204 (42,655) - 5,089,140 Total Transmission Plant 40,709,035 2,115,401 (274,687) - 42,549,749 Distribution Plant 374. Land and Land Rights 7,925,623 668,540 (16,964) - 8,577,199 375. Structures and Improvements 6,294,188 (177,203) (83,106) - 6,033,879 376. Mains 519,565,928* 28,690,714 (2,263,337) 8,364 546,001,669 377. Compressor Station Equipment 1,120,777 - - - 1,120,777 378. Measuring and Regulating Station Equipment 12,849,661* 769,076 (240,358) 194 13,378,573 380. Services 256,151,678* 21,701,118 (2,322,038) - 275,530,758 381. Meters 30,420,158 1,820,869 (84,901) - 32,156,126 382. Meter Installations 7,250,754 256,350 (92,912) - 7,414,192 383. House Regulators 762,405 16,583 (58,894) - 720,094 384. House Regulator Installations 1,804,574 61,940 (14,539) - 1,851,975 385. Industrial Measuring and Regulating Station Equipment 11,504,486* 1,099,289 (88,460) - 12,515,315 387. Other Equipment 1,189,926 - (103,491) 70 1,086,505 Total Distribution Plant 856,840,158 54,907,276 (5,369,000) 8,628 906,387,062 ( ) Indicates Decrease *Reflects minor reclassification between accounts. SCHEDULE C Sheet 4 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING THE BALANCES IN OPERATING PROPERTY ACCOUNTS AT SEPTEMBER 30, 1994 THE ORIGINAL COST OF PROPERTY ADDED, CREDITS FOR PROPERTY RETIRED, AND ALL OTHER DEBITS AND CREDITS TO EACH SUB-ACCOUNT FOR THE PERIOD SEPTEMBER 30, 1993 TO SEPTEMBER 30, 1994 AND THE BALANCES IN OPERATING PROPERTY AT SEPTEMBER 30, 1994 (ITEMS (b) to (e) RESPECTIVELY OF SECTION 37.6 OF THE RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Sept. 30, Adjustments Sept. 30, 1993 Additions Retirements & Transfers 1994 $ $ $ $ $ General Plant 389. Land and Land Rights 1,244,067 33,468 - - 1,277,535 390. Structures and Improvements 28,052,997 1,280,881 (483,549) - 28,850,329 391. Office Furniture and Equipment 7,864,194 196,053 (394,158) - 7,666,089 392. Transportation Equipment 353,328 - - - 353,328 393. Stores Equipment 178,323 - (72,213) - 106,110 394. Tools, Shop and Garage Equipment 9,033,146 546,983 (42,840) - 9,537,289 395. Laboratory Equipment 40,878 - - - 40,878 396. Power Operated Equipment 1,222,245 482 - - 1,222,727 397. Communication Equipment 3,897,026 99,224 - 3,996,250 398. Miscellaneous Equipment 162,377 - (13,466) - 148,911 Total General Plant 52,048,581 2,157,091 (1,006,226) - 53,199,446 Total Gas Plant 970,843,540 59,403,890 (6,851,925) 8,628 1,023,404,133 ( ) Indicates Decrease
SCHEDULE D Page 1 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1992 TO SEPTEMBER 30, 1993 (ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Book Cost of Property Retired Charged to Depreciation Cost of Reserve Removal Salvage $ $ $ 101. Gas Plant in Service Natural Gas Production and Gathering Plant 332. Field Lines 871 - - 333. Field Compressor Station Equipment 64,435 3,026 - 334. Field Measuring and Regulating Station Equipment 111,427 18,780 10,864 Total Natural Gas Production and Gathering Plant 176,733 21,806 10,864 Transmission Plant 365.2 Rights of Way 1,232 - - 366.2 Measuring and Regulating Station Structures 1,129 729 - 367. Mains 114,105 33,998 - 369. Measuring and Regulating Station Equipment 68,757 33,026 - Total Transmission Plant 185,223 67,753 - Distribution Plant 374. Land and Land Rights 6,047 52 100 375. Structures and Improvements 16,387 5,823 - 376. Mains 2,298,215 970,228 363 378. Measuring and Regulating Station Equipment -General 274,825 92,079 2,064 380. Services 2,314,075 635,693 200 381. Meters 174,235 - 3,286 382. Meter Installations 94,782 - - 383. House Regulators 26,686 - - 384. House Regulator Installations 14,203 - - 385. Industrial Measuring and Regulating Station Equipment 128,266 49,433 1,745 387. Other Equipment 66 - - Total Distribution Plant 5,347,787 1,753,308 7,758 SCHEDULE D Page 2 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1992 TO SEPTEMBER 30, 1993 (ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Book Cost of Property Retired Charged to Depreciation Cost of Reserve Removal Salvage $ $ $ 101. Gas Plant in Service (Cont'd.) General Plant 389. Land and Land Rights 546 - 546 390. Structures and Improvements 542,918 29,972 41,308 391. Office Furniture and Equipment 25,239 - - 392. Transportation Equipment - - 14,423 393. Stores Equipment 445 394. Tools, Shop and Garage Equipment 5,103 2,020 3,813 396. Power Operated Equipment 9,263 - - 397. Communication Equipment 549 29 - Total General Plant 584,063 32,021 60,090 Total Gas Plant in Service 6,293,806 1,874,888 78,712 SCHEDULE D Page 3 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1993 TO SEPTEMBER 30, 1994 (ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Book Cost of Property Retired Charged to Depreciation Cost of Reserve Removal Salvage $ $ $ 101. Gas Plant in Service Natural Gas Production and Gathering Plant 325.4 Rights of Way 174 - - 332. Field Lines 31,683 23,760 - 333. Field Compressor Station Equipment 2,187 - - 334. Field Measuring and Regulating Station Equipment 167,968 25,252 3,640 Total Natural Gas Production and Gathering Plant 202,012 49,012 3,640 Transmission Plant 365.2 Rights of Way 1,008 - - 366.2 Measuring and Regulating Station Structures 1,006 2,081 - 367. Mains 230,018 69,603 813 369. Measuring and Regulating Station Equipment 42,654 6,838 - Total Transmission Plant 274,686 78,522 813 Distribution Plant 374. Land and Land Rights 16,964 904 30,500 375. Structures and Improvements 83,106 3,892 1,600 376. Mains 2,263,337 1,159,715 - 378. Measuring and Regulating Station Equipment-General 240,358 69,743 5,411 380. Services 2,322,037 708,618 - 381. Meters 84,901 - 5,596 382. Meter Installations 92,912 - - 383. House Regulators 58,894 - - 384. House Regulator Installations 14,539 - - 385. Industrial Measuring and Regulating Station Equipment 88,460 41,215 - 387. Other Equipment 103,490 - - Total Distribution Plant 5,368,998 1,984,087 43,107 SCHEDULE D Page 4 of 4 NATIONAL FUEL GAS DISTRIBUTION CORPORATION ANALYSIS OF RETIREMENTS SHOWING BOOK COST OF EACH CREDIT TO OPERATING PROPERTY ACCOUNT DEBIT TO DEPRECIATION RESERVE OR OTHER ACCOUNT, COST OF REMOVAL, AND SALVAGE FOR THE PERIOD SEPTEMBER 30, 1993 TO SEPTEMBER 30, 1994 (ITEM (f) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) Book Cost of Property Retired Charged to Depreciation Cost of Reserve Removal Salvage $ $ $ 101. Gas Plant in Service (Cont'd.) General Plant 390. Structures and Improvements 483,549 7,209 104,000 391. Office Furniture and Equipment 394,158 - 25 393. Stores Equipment 72,213 - - 394. Tools, Shop and Garage Equipment 42,840 358 11,000 398. Miscellaneous Equipment 13,466 - - Total General Plant 1,006,226 7,567 115,025 Total Gas Plant in Service 6,851,922 2,119,188 162,585
SCHEDULE E Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION ANALYSIS OF CREDITS TO DEPRECIATION RESERVE AND CONTRA CHARGES TO EXPENSE AND OTHER ACCOUNTS (ITEM (g) OF SECTION 37.6 OF RULES OF PROCEDURE OF THE PUBLIC SERVICE COMMISSION) ACCRUALS CHARGED TO: Fiscal Two-Year Year Total $ $ 403. Depreciation Expense September 30, 1992 - September 30, 1993 26,499,697 September 30, 1993 - September 30, 1994 28,284,743 54,784,440 404. Amortization and Depletion - Producing Natural Gas Land and Land Rights September 30, 1992 - September 30, 1993 705,977 September 30, 1993 - September 30, 1994 - 705,977 184. Clearing Accounts September 30, 1992 - September 30, 1993 3,245 September 30, 1993 - September 30, 1994 (15,288) (12,043) OTHER CREDITS: Plant Reserve Adjustments September 30, 1992 - September 30, 1993 (108,085) September 30, 1993 - September 30, 1994 (8,629) (116,714) SCHEDULE F Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION REIMBURSEMENT MARGIN FOR THE PERIOD SEPTEMBER 30, 1992 THROUGH SEPTEMBER 30, 1994 $ Reimbursement Margin - Case 93G0154 September 30, 1992 262,406,171 FUNDS EXPENDED Additions to Utility Plant 120,915,363 Net Change in Construction Work in Progress (1,262,276) Payment and Discharge of Notes: Other Long-Term Debt 56,221 Redemption of Notes Payable 100,000,000 Premium on Redemption of Notes Payable 7,561,014 Total Funds Expended 227,270,322 SOURCE OF FUNDS Depreciation Accruals 55,478,374 Salvage 241,297 Cost of Removal (3,994,076) Net Change in Retirement Work in Progress 65,398 Net Transfers/Adjustments (46,101) Normalization of Accelerated Depreciation 14,614,839 Normalization of Investment Tax Credit (1,345,976) Normalization of Investment Tax Credit- Meter Stations Transfers 8,482 Deferred Tax - Premium on Reacquired Debt 1,879,507 Deferred Tax - Uniform Capitalization Adjustment (1,462,912) Deferred Tax - Chicora Sale 120,096 Amortization of Premium on Reacquired Debt 2,699,080 Customer Advances for Construction 288,625 Advances from Associated Companies 126,000,000 Total Source of Funds 194,546,633 Reimbursement Margin September 30, 1994 295,129,860 SCHEDULE G Sheet 1 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT OF FUNDS REQUIRED AND SOURCE OF FUNDS TO MEET PROPOSED FINANCING FOR THE PERIODS JANUARY 1 THROUGH DECEMBER 31, 1995 AND 1996 1995 1996 FUNDS REQUIRED $ $ $ Construction Expenditures 63,411,000 59,703,000 Other Long-Term Debt 33,000 36,000 Notes Payable-Associated Companies Note Maturing 5/01/95 (6.21%) 23,000,000 Note Maturing 6/08/95 (9.45%) 20,000,000 Note Maturing 6/23/95 (6.23%) 1,000,000 Note Maturing 6/24/95 (6.24%) 20,000,000 Note Maturing 12/18/95 (9.00%) 9,000,000 Note Maturing 12/18/95 (9.03%) 8,000,000 Note Maturing 12/20/95 (9.03%) 13,000,000 94,000,000 - Payment and Discharge of Short-Term Notes Payable - Associated Companies - 157,500,000 Total Funds Required 157,444,000 217,239,000 SOURCE OF FUNDS Depreciation Accruals 30,366,000 32,094,000 Deferred Taxes 6,166,000 6,442,000 Salvage Less Cost of Removal (2,064,000) (2,147,000) Increase in Short-Term Notes Payable - Associated Companies 7,600,000 - Net Income and Treasury Funds 15,376,000 30,850,000 Financing 1995 100,000,000 - Financing 1996 - 150,000,000 Total Source of Funds 157,444,000 217,239,000 SCHEDULE G Sheet 2 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 New York Pennsylvania Division Division Total $ $ $ Natural Gas Production Plant 213 134 347 Transmission Plant 319 882 1,201 Distribution Plant 43,511 14,821 58,332 General Plant 2,378 1,153 3,531 Total 46,421 16,990 63,411 SCHEDULE G Sheet 3 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 NATURAL GAS PRODUCTION PLANT Account 325 - Land and Land Rights Appropriation 100-X Land and Land Rights 4 Total Account 325 4 Account 332 - Field Lines Appropriation 120 Compressor Stations 115 Appropriation 125-X Measuring and Regulating Stations 94 TOTAL ACCOUNT 332 209 TOTAL NATURAL GAS PRODUCTION PLANT 213 SCHEDULE G Sheet 4 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 TRANSMISSION PLANT Account 365 - Land and Rights of Way Appropriation 300X - Land, Rights of Way 1 TOTAL ACCOUNT 365 1 Account 329 - Structures and Improvements Appropriation 305X - Structures and Improvements 1 TOTAL ACCOUNT 329 1 Account 367 - Mains Appropriation 315-B Replacements 192 Appropriation 315-E Cathodic Protection 23 TOTAL ACCOUNT 367 215 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 102 TOTAL ACCOUNT 36911 102 TOTAL TRANSMISSION PLANT 319 SCHEDULE G Sheet 5 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights: Acquisition of Rights-of-Way 302 Appropriation 405-X Structures and Improvements 61 TOTAL ACCOUNT 374 363 Account 376 - Mains Appropriation 415-A through 415-D - Distribution Mains: Appropriation 415-A New Mains Customer Extensions 4,532 Appropriation 415-B Leakage Replacements 6,460 Appropriation 415-C System Improvement 755 Appropriation 415-D Public Improvement 4,028 Appropriation 415-H Cast Iron Replacement 1,007 Appropriation 415-L Active Corrosion 1,763 Appropriation 415-E Cathodic Protection 228 Appropriation 415-S Systematic Replacement 2,014 Appropiration 415-W Customer Interruption - Water 4,431 TOTAL ACCOUNT 376 25,218 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 453 Appropriation 425-A Obsolete Equipment - Regular Stations 252 TOTAL ACCOUNT 378 705 Account 380 - Services Appropriation 450-X Service Renewals 11,279 Appropriation 451-X Downstream Services 50 Appropriation 452-X New Services 3,827 TOTAL ACCOUNT 380 15,156 SCHEDULE G Sheet 6 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT (CONT'D.) Account 381 - Meters Appropriation 455-X Services Measuring and Regulating Equipment 559 Appropriation 455-A Automated Meter Reading 755 TOTAL ACCOUNT 381 1,314 Account 385 - Industrial Measuring and Regulating Station Equipment Appropriation 470-X Industrial Measuring and Regulating Station Equipment 554 Appropriation 475-X Industrial Rebuilds 201 TOTAL ACCOUNT 385 755 TOTAL DISTRIBUTION PLANT 43,511 SCHEDULE G Sheet 7 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 1,523 TOTAL ACCOUNT 390 1,523 Account 515X - Compressed Natural Gas Projects TOSC, NFSC, CLSC 249 TOTAL ACCOUNT 515X 249 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 99 TOTAL ACCOUNT 391 99 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 298 TOTAL ACCOUNT 394 298 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment 209 TOTAL ACCOUNT 397 209 TOTAL GENERAL PLANT 2,378 TOTAL NEW YORK DIVISION 46,421 SCHEDULE G Sheet 8 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 NATURAL GAS PRODUCTION PLANT Account 325 - Land and Land Rights Appropriation 100-X Land and Land Rights 7 TOTAL ACCOUNT 325 7 Account 332 - Field Lines Appropriation 115-B Replacements 53 TOTAL ACCOUNT 332 53 Account 334 - Field Measuring and Regulating Station Equipment Appropriation 125-X Measuring and Regulating Stations 74 TOTAL ACCOUNT 334 74 TOTAL NATURAL GAS PRODUCTION PLANT 134 SCHEDULE G Sheet 9 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 TRANSMISSION PLANT Account 365 - Land and Land Rights Appropriation 300-X Land and Land Rights 28 TOTAL ACCOUNT 365 28 Account 367 - Mains Appropriation 315-B Replacements 285 Appropriation 315-C System Improvement 47 Appropriation 315-E Cathodic Protection 24 TOTAL ACCOUNT 367 356 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 498 TOTAL ACCOUNT 369 498 TOTAL TRANSMISSION PLANT 882 SCHEDULE G Sheet 10 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights: 228 TOTAL ACCOUNT 374 228 Account 375 - Structures and Improvements Appropriation 405-X Structures and Improvements 622 TOTAL ACCOUNT 375 622 Account 376 - Mains Appropriation 415-A New Mains Customer Extensions 1,117 Appropriation 415-B Replacements 4,923 Appropriation 415-C System Improvement 371 Appropriation 415-D Public Improvement 201 Appropriation 415-E Cathodic Protection 20 TOTAL ACCOUNT 376 6,632 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 406 TOTAL ACCOUNT 378 406 Account 380 - Services Appropriation 450-X Services 6,078 TOTAL ACCOUNT 380 6,078 SCHEDULE G Sheet 11 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT (CONT'D.) Account 381 - Meters Appropriation 455-A Metscan 203 Appropriation 455-X Measuring and Regulating Equipment 271 TOTAL ACCOUNT 381 474 Account 385 - Industrial Metering and Regulating Stations Appropriation 470-X Industrial Measuring and Regulating Station Equipment 381 TOTAL ACCOUNT 385 381 TOTAL DISTRIBUTION PLANT 14,821 SCHEDULE G Sheet 12 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 636 TOTAL ACCOUNT 390 636 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 103 TOTAL ACCOUNT 391 103 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 310 TOTAL ACCOUNT 394 310 Account 396 - Power Operated Equipment Appropriation 565-X Power Operated Equipment 17 TOTAL ACCOUNT 396 17 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment 87 TOTAL ACCOUNT 397 87 TOTAL GENERAL PLANT 1,153 TOTAL PENNSYLVANIA DIVISION 16,990 SCHEDULE G Sheet 13 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 New York Pennsylvania Division Division Total $ $ $ Natural Gas Production Plant 214 97 311 Transmission Plant 321 785 1,106 Distribution Plant 40,365 15,140 55,505 General Plant 2,291 490 2,781 Total 43,191 16,512 59,703 SCHEDULE G Sheet 14 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 NATURAL GAS PRODUCTION PLANT Account 332 - Field Lines Appropriation 125-X Measuring and Regulating Stations 214 TOTAL ACCOUNT 332 214 TOTAL NATURAL GAS PRODUCTION PLANT 214 SCHEDULE G Sheet 15 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 TRANSMISSION PLANT Account 367 - Mains Appropriation 315-B Replacements 160 Appropriation 315-E Cathodic Protection 54 TOTAL ACCOUNT 367 214 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 107 TOTAL ACCOUNT 369 107 TOTAL TRANSMISSION PLANT 321 SCHEDULE G Sheet 16 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights: Acquisition of Rights-of-Way 266 TOTAL ACCOUNT 374 266 Account 376 - Mains Appropriation 415-A thru 415-D - Distribution Mains: Appropriation 415-A New Mains Customer Extensions 5,408 Appropriation 415-B Replacements 4,640 Appropriation 415-C System Improvement 1,084 Appropriation 415-D Public Improvement 4,388 Appropriation 415-E Cathodic Protection 160 Appropriation 415-S System Improvement 907 Appropriation 415-H Cast Iron Replacement 724 Appropriation 415-L Active Corrosion 1,266 Appropriation 415-W Customer Interruption-Water 3,183 TOTAL ACCOUNT 376 21,760 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 871 Appropriation 425-A Obsolete Equipment-Regulator Stations 249 TOTAL ACCOUNT 378 1,120 Account 380 - Services Appropriation 450-X Service Renewals 11,371 Appropriation 451-X Downstream Services 188 Appropriation 452-X New Services 3,858 TOTAL ACCOUNT 380 15,417 SCHEDULE G Sheet 17 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT (CONT'D.) Account 381 - Meters Appropriation 455-A Automated Meter Reading 749 Appropriation 455-X Services Measuring and Regulating Equipment 266 TOTAL ACCOUNT 381 1,015 Account 385 - Industrial Measuring and Regulating Station Equipment Appropriation 470-X Industrial Measuring and Regulating Station Equipment 587 Appropriation 475-X Industrial Rebuilds 200 TOTAL ACCOUNT 385 787 TOTAL DISTRIBUTION PLANT 40,365 SCHEDULE G Sheet 18 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 1,439 TOTAL ACCOUNT 390 1,439 Account 515X - Compressed Natural Gas Projects TOSC, NFSC, CLSC 246 TOTAL ACCOUNT 515X 246 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 211 TOTAL ACCOUNT 391 211 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 316 TOTAL ACCOUNT 394 316 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment 79 TOTAL ACCOUNT 397 79 TOTAL GENERAL PLANT 2,291 TOTAL NEW YORK DIVISION 43,194 SCHEDULE G Sheet 19 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 NATURAL GAS PRODUCTION PLANT Account 325 - Land and Land Rights Appropriation 100-X Land and Land Rights 5 TOTAL ACCOUNT 325 5 Account 332 - Field Lines Appropriation 115-B Replacements 39 TOTAL ACCOUNT 332 39 Account 334 - Field Measuring and Regulating Station Equipment Appropriation 125-X Measuring and Regulating Stations 53 TOTAL ACCOUNT 334 53 TOTAL NATURAL GAS PRODUCTION PLANT 97 SCHEDULE G Sheet 20 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 TRANSMISSION PLANT Account 365 - Land and Land Rights Appropriation 300-X Land and Land Rights 25 TOTAL ACCOUNT 365 25 Account 367 - Mains Appropriation 315-B Replacements 253 Appropriation 315-C System Improvement 42 Appropriation 315-E Cathodic Protection 21 TOTAL ACCOUNT 367 316 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 444 TOTAL ACCOUNT 369 444 TOTAL TRANSMISSION PLANT 785 SCHEDULE G Sheet 21 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights 233 TOTAL ACCOUNT 374 233 Account 375 - Structures and Improvements Appropriation 405-X Structures and Improvements 636 TOTAL ACCOUNT 375 636 Account 376 - Mains Appropriation 415-A New Mains Customer Extensions 1,141 Appropriation 415-B Replacements 5,029 Appropriation 415-C System Improvement 379 Appropriation 415-D Public Improvement 205 Appropriation 415-E Cathodic Protection 21 TOTAL ACCOUNT 376 6,775 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 415 TOTAL ACCOUNT 378 415 SCHEDULE G Sheet 22 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT (CONT'D.) Account 380 - Services Appropriation 450-X Services 6,208 TOTAL ACCOUNT 380 6,208 Account 381 - Meters Appropriation 455-A Metscan 207 Appropriation 455-X Measuring and Regulating Equipment 277 TOTAL ACCOUNT 381 484 Account 385 - Industrial Metering and Regulating Stations Appropriation 470-X Industrial Measuring and Regulating Station Equipment 389 TOTAL ACCOUNT 385 389 TOTAL DISTRIBUTION PLANT 15,140 SCHEDULE G Sheet 23 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 270 TOTAL ACCOUNT 390 270 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 44 TOTAL ACCOUNT 391 44 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 132 TOTAL ACCOUNT 394 132 Account 396 - Power Operated Equipment Appropriation 565-X Power Operated Equipment 7 TOTAL ACCOUNT 396 7 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment: 37 TOTAL ACCOUNT 397 37 TOTAL GENERAL PLANT 490 TOTAL PENNSYLVANIA DIVISION 16,512 SCHEDULE H Sheet 1 of 3 CREDIT AGREEMENT THIS AGREEMENT dated ; by and between NATIONAL FUEL GAS COMPANY (hereinafter called "National"), a New Jersey corporation, and NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution Corporation"), a New York corporation and a subsidiary of National. W I T N E S S E T H: 1. In order to provide funds to Distribution Corporation for working capital and its construction program, National agrees to extend credit to Distribution Corporation from time-to-time, upon mutual consent and upon the further terms and conditions set forth in this Agreement. 2. Each borrowing made hereunder shall be made against delivery to National of Distribution Corporation's promissory note to evidence the amount borrowed each time. Each promissory note shall be dated as of the date of issue and shall bear interest payable at such time as provided for in, and at the effective interest rate or yield to maturity cost rate of, National's debenture or note or other debt issue that provides the proceeds from which Distribution Corporation has borrowed hereunder. Such interest rate or cost shall reflect actual underwriters' or agents' fees and commissions plus five basis points per annum additional interest, per issue to reflect expenses of National relating to debt issuance (such as legal fees and bond rating agencies' fees), the resulting effective annual interest rate shall be rounded up to the next highest 1/100th of 1%. Each promissory note shall mature at such time as National's corresponding debenture, note or other debt issue matures. 3. It is agreed that if a default occurs with respect to the punctual payment of any principal or interest due under this, or any other agreement or note of Distribution Corporation, or if Distribution Corporation makes an assignment for the benefit of creditors or files a petition in bankruptcy or is adjudicated insolvent or bankrupt, or if there is commenced against Distribution Corporation any such proceeding, then the entire amount of the principal and interest on all of the notes issued under this Agreement may be declared by National to be forthwith due and payable. 4. If the debentures, notes or other debt issued by National, or the indenture, supplemental indenture or other documents governing the terms thereof, give National the right or obligation to early redeem all or part of said debentures, notes or other debt, and National exercises that right in whole or in part, prior to their maturity, or if National tenders for or otherwise discharges such debentures, notes or other debt prior to their maturity, or modifies the terms thereof, then Distribution Corporation shall prepay to National a principal amount of the note or notes issued hereunder as shall equal the principal amount of such debentures, notes or other debt of National that are early redeemed or discharged, together with accrued interest on the prepaid principal amount of National's debentures, notes or other debt, together with the premium, if any, that is paid in connection with any such redemption or discharge, or Distribution Corporation shall agree to make payments to National in accordance with such modified terms, as the case may be. 5. This Agreement shall become effective when approvals have been obtained from the regulatory commissions having jurisdiction over this Agreement. SCHEDULE H Sheet 2 of 3 IN WITNESS WHEREOF, the parties hereto have caused their authorized officers to execute this Agreement and to have their corporate seals affixed and attested the day and year first above written. NATIONAL FUEL GAS COMPANY ATTEST: Chairman of the Board, President and Chief Executive Officer NATIONAL FUEL GAS DISTRIBUTION CORPORATION ATTEST: President SCHEDULE H Sheet 3 of 3 Distribution Corporation Note No. $ , For value received, the undersigned NATIONAL FUEL GAS DISTRIBUTION CORPORATION, a New York corporation (hereinafter called "Distribution Corporation"), hereby promises to pay on or before to NATIONAL FUEL GAS COMPANY (hereinafter called "National"), or order, at its offices, 10 Lafayette Square, Buffalo, New York, in lawful money of the United States, the principal sum of *** *** and to pay interest on said principal sum or any unpaid balance thereof semiannually on the 1st day of and in each year at said office, in like money, from the date hereof until this note shall become due or shall be paid in full at the rate of % per annum*. This note is one of the notes of Distribution Corporation mentioned in a Credit Agreement dated by and between Distribution Corporation and National providing for the issuance of promissory notes by Distribution Corporation to National, to provide funds for Distribution Corporation as described in and subject to the terms of said Credit Agreement. Upon the occurrence of an event described in Paragraph 3 or 4 in said Credit Agreement, the principal of this note and the interest due thereon may be declared to be forthwith due and payable, without necessity of demand, notice, presentment or protest, or the terms hereof may be modified. NATIONAL FUEL GAS DISTRIBUTION CORPORATION By President By Sr. Vice President and Controller *Rate, maturity and interest payment dates are provided in Paragraph 2 of Credit Agreement dated SCHEDULE I Sheet 1 of 2 The most current amendment to the by-laws of National Fuel Gas Distribution Corporation occurred on December 16, 1994. Attached is a copy of the resolution. SCHEDULE I Sheet 2 of 2 Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED: That Article III, Section 1 of the By-laws of the Corporation, are hereby amended to increase the number of directors to eight (8) effective immediately; and it is FURTHER RESOLVED: That pursuant to the authority vested in the Board of Directors by Article III, Section 1 of the By-laws, as amended, effective this date, Walter E. DeForest be, and hereby is, elected a director of the Corporation to serve until the next Annual Meeting, or any adjournment thereof, or until his successor shall be duly elected and shall qualify. SCHEDULE J Sheet 1 of 1 An Application-Declaration of Form U-1 filed with the Securities and Exchange Commission by National Fuel Gas Company and National Fuel Gas Distribution Corporation was included with Case No. 93-G-0154. The new Application-Declaration on Form U-1 filed with the Securities and Exchange Commission by National and Distribution, as amended to date, is a part of this schedule, and is incorporated herein by reference. (Amendment #1 to joint Application-Declaration, File #70-8541, dated January 20, 1995 was filed as this exhibit, and herein incorporated by reference.) EX-99 3 EXHIBIT D-3 EXHIBIT D-3 NATIONAL FUEL GAS DISTRIBUTION CORPORATION SECURITIES CERTIFICATE TO THE PENNSYLVANIA PUBLIC UTILITY COMMISSION FOR AUTHORIZATION TO ISSUE $250,000,000 OF PROMISSORY NOTES, AND TO ASSUME THE COSTS AND BENEFIT OF CERTAIN DERIVATIVE INSTRUMENTS BEFORE THE PENNSYLVANIA PUBLIC UTILITY COMMISSION In re: Securities Certificate of NATIONAL FUEL GAS DISTRIBUTION CORPORATION : Securities in respect of Promissory Notes : Certificate in the Aggregate Principal Amount : No. of $250,000,000, and Certain : 1995 Derivative Instruments TO THE PENNSYLVANIA PUBLIC UTILITY COMMISSION: National Fuel Gas Distribution Corporation ("Distribution") files this Securities Certificate and requests the Pennsylvania Public Utility Commission to register such certificate. In support thereof, Distribution represents as follows: (1) The name and address of the public utility filing this Securities Certificate is: National Fuel Gas Distribution Corporation, 10 Lafayette Square, Buffalo, New York 14203. (2) The name and address of the General Counsel of Distribution is: Ronald J. Tanski, 10 Lafayette Square, Buffalo, New York 14203. The name and address of Distribution's Pennsylvania Rate Counsel is: Morgan, Lewis & Bockius, Attn: Michael W. Gang, One Commerce Square, 417 Walnut Street, Harrisburg, Pennsylvania 17101-1904. (3) Distribution is a gas corporation duly organized and existing under Section 3 of the Transportation Corporations Law of the State of New York, having its principal business office at 10 Lafayette Square, Buffalo, New York 14203. Distribution provides gas service, and activities incidental thereto, to retail customers located in the western portion of the State of New York, and in the counties of Armstrong, Butler, Cameron, Clarion, Clearfield, Crawford, Elk, Erie, Forest, Jefferson, McKean, Mercer, Venango and Warren, all situated within the Commonwealth of Pennsylvania. Service within the Commonwealth of Pennsylvania is pursuant to a certificate of public convenience, dated August 17, 1973, issued by the Pennsylvania Public Utility Commission and docketed at A-97939. Distribution is the successor to Iroquois Gas Corporation, Pennsylvania Gas Company and United Natural Gas Company pursuant to a corporate reorganization effective as of July 1, 1974, which also was approved by the Commission's order dated August 17, 1973, at A-97939. In compliance with requirements of the Business Corporation Law (Act of May 5, 1933, P.L. 364, as amended), Distribution secured, from the Commonwealth of Pennsylvania, authority to do business within the Commonwealth of Pennsylvania as a foreign corporation. The Application for a Certificate of Authority and the Certificate of Authority are filed among the records of the Secretary of the Commonwealth of Pennsylvania in Volume 73.57, at pages 335 et seq., and in Volume 74.30, at pages 523 et seq. Distribution is a wholly-owned subsidiary of National Fuel Gas Company ("National"), a publicly-held corporation with its common stock traded on the New York Stock Exchange. National maintains its principal office at 10 Lafayette Square, Buffalo, New York 14203 and is a registered public utility holding company under the Public Utility Holding Company Act of 1935, as amended. National also holds all the common stock of National Fuel Gas Supply Corporation, Seneca Resources Corporation, Leidy Hub, Inc., Highland Land & Minerals, Inc., Utility Constructors, Inc., Data-Track Account Services, Inc. and National Fuel Resources, Inc. Neither National nor any of its subsidiaries has outstanding preferred stock. Distribution is subject to the regulatory jurisdiction of the Pennsylvania Public Utility Commission ("PaPUC") and the Public Service Commission of the State of New York ("PSC"). (4) Distribution is controlled by: (a) National; (b) through its ownership of all of the outstanding shares of the capital stock of Distribution; (c) to the extent of 100%; and (d) control is direct. (5) National is the source of capital for Distribution and National meets such capital requirements by issuing securities to the public. Distribution may issue promissory notes, as described herein, to National in order to secure debt capital for purposes explained in Paragraph No. 7, below. The interest rates and the maturity dates of Distribution's promissory notes, as explained below, would be governed by the maturity dates and interest rates of, and if applicable, sinking fund requirements for, debentures or notes that would be issued to the public by National. It is National's current intention to redeem, at their maturity, debentures and medium-term notes ("MTN's") issued by National to the holders thereof. Many of National's MTN's, some of the proceeds of which were lent to Distribution, mature in the next 24 months. Accordingly, within the next 24 months, National will require Distribution to pay sums due on the promissory notes issued by Distribution to National in exchange for loans from National to Distribution, in connection with Distribution's 6.21% promissory notes due May 1, 1995, its 9.45% notes due June 8, 1995, its 6.23% notes due June 23, 1995, its 6.24% notes due May 1, 1995, its 9.0% notes due December 18, 1995, its 9.03% notes due December 18, 1995 and its 9.03% notes due December 20, 1995. Distribution has had no authority to issue promissory notes since January 1, 1995, and will continue to lack such authority until it receives the necessary PaPUC, PSC and Securities and Exchange Commission ("SEC") orders. Distribution is currently seeking such authorization from the PSC, for a 24-month period beginning on the day of the PSC order. National, Distribution and certain other subsidiaries of National are seeking Securities and Exchange Commission ("SEC") authorization for Distribution to issue promissory notes to National, and other financing authorizations for National and such other subsidiaries, that would expire on December 31, 1997. An application-declaration on Form U-1 has been filed with the SEC, under the Public Utility Holding Company Act of 1935, as amended, for this purpose. Therefore, Distribution is seeking authorization as part of this Securities Certificate, consistent with such other filings, to issue promissory notes in the principal amount of not more than $250,000,000 for a 24-month period beginning with the date of the order. The promissory notes that Distribution may issue would have the following characteristics: (a) Title of securities: Promissory Notes. (b) Aggregate principal amount of promissory notes will not exceed $250,000,000. (c) National may issue debentures or notes to the public which may or may not have sinking fund obligations, call provisions and/or other terms, conditions and features, and the proceeds from such public issuance would be the source of cash delivered to Distribution by National in exchange for promissory notes. The actual effective annual interest rate cannot be known until National's debentures or notes have been sold to the public. Promissory notes which Distribution may issue would bear interest pursuant to the provisions of Exhibit L. Each promissory note will be dated as of the date of issuance by Distribution and each promissory note will be sold at face value. Interest will be payable at such time as the interest payments on National's debentures or notes become due. If National issues sinking fund debentures or notes, each promissory note may have a different maturity date, with such maturity date to be governed by the sinking fund requirements for National's debentures or notes. If National's debentures or notes have no sinking fund obligations, the promissory notes will have a final maturity date which is the same as the maturity date of National's debentures or notes. The full terms and conditions concerning Distribution's possible borrowings from National are set forth in the Credit Agreement and in the form of promissory note attached hereto as Exhibit L. The Credit Agreement between National and Distribution provides, in Paragraph No. 2, in pertinent part, as follows: "Each promissory note shall be dated as of the date of issue and shall bear interest payable at such time as provided for in, and at the effective interest rate or yield to maturity cost rate of, National's debenture or note or other debt issue that provides the proceeds from which Distribution Corporation has borrowed hereunder. Such interest rate or cost shall reflect actual underwriters' or agents' fees and commissions, plus five basis points per annum additional interest per issue to reflect expenses of National relating to debt issuance (such as legal fees and bond rating agencies' fees). The resulting effective annual interest rate shall be rounded up to the next highest 1/100th of 1%. Each promissory note shall mature at such time as National's corresponding debenture, note or other debt issue matures." The promissory notes, if issued, would be subject to prepayment, prior to maturity, under certain circumstances. The Credit Agreement (Exhibit L) provides in paragraph No. 4 as follows: "If the debentures, notes or other debt issued by National, or the indenture, supplemental indenture or other documents governing the terms thereof, give National the right or obligation to early redeem all or part of said debentures, notes or other debt, and National exercises that right in whole or in part, prior to their maturity, or if National tenders for or otherwise discharges such debentures, notes or other debt prior to their maturity, or modifies the terms thereof, then Distribution Corporation shall prepay to National a principal amount of the note or notes issued hereunder as shall equal the principal amount of such debentures, notes or other debt of National that are early redeemed or discharged, together with accrued interest on the prepaid principal amount of National's debentures, notes or other debt, together with the premium, if any, that is paid in connection with any such redemption or discharge, and together with unrecovered (unamortized) debt issuance discounts and costs, or Distribution Corporation shall agree to make payments to National in accordance with such modified terms, as the case may be." The promissory notes, if issued, would not be subject to call, maintenance, depreciation, sinking fund or other fund provision, except as recited above. Any taxes on the promissory notes would be paid by National. There would be no trustee with regard to the promissory notes. (Bank of New York is indenture trustee respecting National's debentures and MTN's.) The Credit Agreement and promissory notes would be substantially in the form as set forth in Exhibit L. (6) Distribution would issue the promissory notes to National after Distribution and National received all required regulatory approvals with regard to issuance and acquisition of the promissory notes, and after National issued its debentures or notes to the public. Distribution is seeking regulatory approval from the PaPUC and from the PSC for such issuance of promissory notes. Distribution and National are seeking regulatory approval from the SEC for such borrowing and lending, respectively. It is anticipated that the interest rate or cost to Distribution shall reflect actual underwriters' or agents' fees and commissions, plus five basis points per annum additional interest per issue to reflect other expenses of National relating to debt issuance (such as attorneys' fees and bond rating agencies' fees). (7) National proposes to redeem, at their maturity, debentures and medium-term notes ("MTN's") issued by National, Distribution's parent company. Many of National's MTN's, some of the proceeds of which were lent to Distribution, mature in the next 24 months. At the same time, National will require Distribution to pay sums due on promissory notes issued by Distribution to National in exchange for loans from National to Distribution, in connection with Distribution's 6.21% promissory notes due May 1, 1995, its 9.45% notes due June 8, 1995, its 6.23% notes due June 23, 1995, its 6.24% notes due May 1, 1995, its 9.0% notes due December 18, 1995, its 9.03% notes due December 18, 1995 and its 9.03% notes due December 20, 1995. The amounts of the debt issuances by National, and the portions thereof that were lent by National to Distribution, with regard to the above-described debt, are as follows: Amount Related Borrowed Medium-Term Note by Issuance Distribution by National $ $ 6.21% Promissory Notes due 5/01/95 23,000,000 55,000,000 9.45% Promissory Notes due 6/08/95 20,000,000 20,000,000 6.23% Promissory Notes due 6/23/95 1,000,000 1,000,000 6.24% Promissory Notes due 5/01/95 20,000,000 20,000,000 9.0% Promissory Notes due 12/18/95 9,000,000 20,000,000 9.03% Promissory Notes due 12/18/95 8,000,000 25,500,000 9.03% Promissory Notes due 12/20/95 13,000,000 13,000,000 Distribution proposes to issue, as part of the financing discussed herein, promissory notes, in the principal amount of not more than $250,000,000, and to apply the proceeds from the sale of such notes (i) to fund, in part, Distribution's construction program for the 24-months beginning at the date of the order, (ii) for general corporate purposes, (iii) to decrease short-term debt balances incurred to finance previous years' construction programs or other capital expenditures, (iv) to repay the following promissory notes issued by Distribution to National in exchange for loans from National to Distribution: the 6.21% promissory notes due May 1, 1995, the 9.45% notes due June 8, 1995, the 6.23% notes due June 23, 1995, the 6.24% notes MTN's due May 1, 1995, the 9.0% notes due December 18, 1995, the 9.03% notes due December 18, 1995 and the 9.03% notes due December 20, 1995. Once all requisite orders have been received, the proposed issuance of debentures or notes by National and promissory notes by Distribution would occur from time-to-time based upon market conditions during the 24-month period beginning with the date of the order. Therefore, Distribution requests that the PaPUC register the Securities Certificate for Distribution's issuance of promissory notes within the 24-month time period beginning with the date of the order. If Distribution issues $250,000,000 of promissory notes during such period and wishes to issue more, Distribution will request registration of a new Securities Certificate. Further, Distribution anticipates filing an additional Securities Certificate at approximately the same time as, or shortly after, this Securities Certificate expires. As of September 30, 1994, Distribution had $70,000,000 in short-term debt obligations outstanding. Such amount was payable to National (Exhibit E, Sheet 2). Distribution's estimated cost of constructing plant facilities during the calendar years 1995 and 1996 amounts to $63,411,000 and $59,703,000, respectively. (Refer to Exhibit M.) (8) National, pursuant to the Public Utility Holding Company Act of 1935, as amended, has filed an application-declaration with the SEC requesting authority to issue and sell up to $350,000,000 of Debentures and/or Medium-Term Notes prior to December 31, 1997, and to lend up to $250,000,000 of the proceeds thereof to Distribution, among other things. Refer to Exhibit H for a copy of the filing (on Form U-1) with the SEC concerning this financing. (9) National and Distribution may also respectively enter into, and assume the costs and benefits of agreements providing for, interest rate swaps, caps, collars and floors (collectively, "derivative instruments"), during the 24-month period beginning on the date of the order. The notional amount of such derivative instruments that may be obtained by National, and the costs of which may be assumed by Distribution, shall not exceed $350,000,000. National may enter into an interest rate swap agreement with a counterparty, whereby National would pay a fixed interest rate and receive a floating interest rate. Conversely, National may enter into a swap agreement whereby it would pay a floating rate and receive a fixed rate. (National may also enter into agreements concerning other derivative instruments in connection with such swaps or its new or existing debt.) The purpose of such swaps would be, respectively, to "convert" floating rate interest payments to fixed rate payments, and to "convert" fixed rate interest payments to floating rate payments. See Exhibit L for the form of agreement to be used in the event National enters into, and Distribution assumes the costs and benefits of, agreements concerning such derivative instruments. See Exhibit H for a more detailed description of the purposes for which National and Distribution may enter into such arrangements, as well as several examples of how such transactions work. Note that Distribution is not, through this Securities Certificate, seeking the recovery in rates of the costs associated with such derivative instruments. Distribution is only hereby requesting authorization to assume the costs and benefits of such derivative agreements. (10) Distribution requests a waiver of the general provision requiring that financial statements be filed relating to periods ending no more than 90 days prior to the date of filing. (11) The following exhibits are appended hereto and are made a part hereof: A. Balance Sheet of National Fuel Gas Distribution Corporation at September 30, 1994. B. Statement of Income and Earned Surplus of National Fuel Gas Distribution Corporation for the Twelve Months Ended September 30, 1994. C. Statement of Gas Plant in Service of National Fuel Gas Distribution Corporation at September 30, 1994. D. Statement of Securities of Other Corporations Owned by National Fuel Gas Distribution Corporation at September 30, 1994. E. Statement Showing Status of the Funded Debt of National Fuel Gas Distribution Corporation at September 30, 1994. F. Statement Showing Status of Outstanding Capital Stock of National Fuel Gas Distribution Corporation at September 30, 1994. G. Copy of Registration Statement Filed by National Fuel Gas Distribution Corporation with the Securities and Exchange Commission under the Securities Act of 1933 in Respect to the Proposed Increase of Indebtedness. H. Copy of Application-Declaration Filed by National and National Fuel Gas Distribution Corporation with the Securities and Exchange Commission in Respect to the Possible Increase of Indebtedness. I. Copy of the Resolution of the Board of Directors of National Fuel Gas Distribution Corporation Authorizing Officers to Enter into Credit Agreement with National. J. Form of Promissory Note Proposed to be Issued. K. Statement Showing, in Journal Entry Form, all Charges and Credits to be made on the Books of Account of National Fuel Gas Distribution Corporation as a Result of the Possible Increase of Indebtedness. L. Form of Credit and Derivative Agreements between National Fuel Gas Company and National Fuel Gas Distribution Corporation. M. Statement of Funds Required by National Fuel Gas Distribution Corporation for the Twelve Month Periods January 1, 1995 through December 31, 1995 and January 1, 1996 through December 31, 1996. WHEREFORE, Distribution respectfully requests the Pennsylvania Public Utility Commission to register this Securities Certificate, by March 31, 1995 pursuant to Article VI of the Public Utility Law, as amended. NATIONAL FUEL GAS DISTRIBUTION CORPORATION By /s/ J. P. Pawlowski Joseph P. Pawlowski, Sr. Vice President and Treasurer AFFIDAVIT Joseph P. Pawlowski, being duly sworn according to Law, deposes and says: that he is Sr. Vice President and Treasurer of National Fuel Gas Distribution Corporation; that he is authorized to and does make this affidavit for it; and that the facts set forth above are true and correct. /s/ J. P. Pawolwski Joseph P. Pawlowski Sworn and subscribed before me this 8th day of February 1995 /s/ C. W. Lee Notary Public EXHIBIT A Sheet 1 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION BALANCE SHEET AT SEPTEMBER 30, 1994 Assets and Other Debits $ Utility Plant Utility Plant (101-107,114,117,118.1,118.2,120) 1,036,145,229 Less: Accumulated Provision for Depreciation, Amortization and Depletion (108-113,115,119.1,119.2,120.5) 248,431,038 Total Net Utility Plant 787,714,191 Other Property and Investments Non-Utility Property (121) 80,137 Other Investments (124) 1,088 Other Special Funds (128) 7,402,579 Total Other Property and Investments 7,483,804 Current and Accrued Assets Cash (131) 2,692,278 Working Funds (135) 839,675 Accounts Receivable (142, 143) 64,856,199 Less: Accumulated Provision for Uncollectible Accounts (144) 4,798,159 Accounts Receivable from Associated Companies (146) 14,217,355 Materials and Supplies (150) 8,321,871 Gas Stored Underground-Current (164.1) 31,899,894 Prepayments (165) 14,412,657 Interest and Dividends Receivable (171) 2,332,793 Accrued Utility Revenues (173) 17,310,686 Total Current and Accrued Assets 152,085,249 Deferred Debits Preliminary Survey and Investigation Charges (183) 102,908 Clearing Accounts (184) 513,370 Miscellaneous Deferred Debits (186) 151,995,130 Investment in Research and Development (188) (295,800) Accumulated Deferred Income Taxes (190) 130,125 Total Deferred Debits 152,445,733 Total Assets and Other Debits 1,099,728,977 EXHIBIT A Sheet 2 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION BALANCE SHEET AT SEPTEMBER 30, 1994 Liabilities and Other Credits $ Proprietary Capital Common Stock Issued (201) 59,170,600 Premium on Capital Stock (207) 68,500 Other Paid-In Capital (208-211) 121,599,684 Retained Earnings (215,216) 206,799,499 Total Proprietary Capital 387,638,283 Long-Term Debt Advances from Associated Companies (223) 320,000,000 Other Long-Term Debt (224) 496,805 Total Long-Term Debt 320,496,805 Current and Accrued Liabilities Accounts Payable (232) 41,380,871 Notes Payable to Associated Companies (233) 70,000,000 Accounts Payable to Associated Companies (234) 19,575,036 Customer Deposits (235) 4,385,656 Taxes Accrued (236) 7,199,707 Interest Accrued (237) 157,707 Dividends Declared (238) 7,468,000 Tax Collections Payable (241) 170,754 Miscellaneous Current and Accrued Liabilities (242) 23,809,657 Total Current and Accrued Liabilities 174,147,388 Deferred Credits Customer Advances for Construction (252) 1,360,979 Other Deferred Credits (253) 41,113,148 Accumulated Deferred Investment Tax Credits (255) 13,611,128 Accumulated Deferred Income Taxes - Liberalized Depreciation (282) 73,465,475 Accumulated Deferred Income Taxes-Other (283) 82,831,388 Total Deferred Credits 212,382,118 Operating Reserves Pensions and Benefits Reserve (263) 5,064,383 Total Operating Reserves 5,064,383 Total Liabilities and Other Credits 1,099,728,977 EXHIBIT B Sheet 1 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION INCOME STATEMENT FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994 Utility Operating Income $ Operating Revenues (400) 931,672,766 Operating Expenses Operation Expense (401) 695,422,724 Maintenance Expense (402) 22,271,790 Depreciation Expense (403) 28,215,742 Taxes Other Than Income Taxes (408.1) 88,852,086 Income Taxes (409.1, 410.1, 411.1, 411.4, 411.8) 28,146,207 Total Operating Expenses 862,908,549 Total Utility Operating Income 68,764,217 Other Income Income from Merchandising, Jobbing and Contract Work (415, 416) (78,048) Interest and Dividend Income (419) 390,161 Allowance for Funds Used During Construction (419.1) 256,868 Miscellaneous Nonoperating Income (421) 186,574 Gain on Disposition of Property (421.1) 212,477 Total Other Income 968,032 Other Income Deductions Loss on Disposition of Property (421.2) 186,652 Miscellaneous Income Deductions (426) 357,674 Total Other Income Deductions 544,326 Taxes - Other Income and Deductions Taxes Other Than Income Taxes (408.2) 17,550 Income Taxes (409.2, 410.2, 411.2, 411.5, 420) (1,661,482) Total Taxes-Other Income and Deductions (1,643,932) Net Other Income and Deductions 2,067,638 Interest Charges Amortization of Debt Discount and Expense (428) 1,453,225 Interest on Debt to Associated Companies (430) 25,974,515 Other Interest Expense (431) 2,093,234 Total Interest Charges 29,520,974 Net Income (433) 41,310,881 EXHIBIT B Sheet 2 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT OF EARNED SURPLUS FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994 Unappropriated Earned Surplus at September 30, 1993 (216) $178,852,372 Balance Transferred From Income (433) 41,310,881 Dividends Declared - Common Stock (438) (29,872,000) Adjustment to Retained Earnings 3/31/94 16,508,246 Unappropriated Earned Surplus at September 30, 1994 (216) $206,799,499 EXHIBIT C Sheet 1 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION GAS PLANT IN SERVICE AT SEPTEMBER 30, 1994 Account New York Pennsylvania Number Description Division Division Total $ $ $ INTANGIBLE 301 Organization 179,766 116,457 296,223 302 Franchise and Consents 15,470 7,388 22,858 Total Intangible 195,236 123,845 319,081 NATURAL GAS PRODUCTION 325.2 Producing Leaseholds 115,909 68,630 184,539 325.4 Rights of Way 354,698 46,978 401,676 325.5 Other Land and Land Rights 37,428 2,841 40,269 327 Field Compressor Station Structures 178,880 - 178,880 328 Field Meas. and Reg. Station Structures 17,139 8,081 25,220 329 Other Structures - 3,317 3,317 330 Prod. Gas Wells-Well Construction 215,940 127,859 343,799 331 Prod. Gas Wells-Well Equipment 41,850 24,780 66,630 332 Field Lines 10,828,619 563,072 11,391,691 333 Field Compressor Station (Equipment) 1,460,609 - 1,460,609 334 Field Meas. and Reg. Station Equipment 4,215,557 1,343,078 5,558,635 336 Purification Equipment - 36,826 36,826 337 Other Equipment 17,798 10,538 28,336 338 Unsuccessful Explor. and Devel. Costs 716,189 401,384 1,117,573 Total Natural Gas Production 18,200,616 2,637,384 20,838,000 TRANSMISSION 365.1 Land and Land Rights 144,973 54,115 199,088 365.2 Rights of Way 380,731 638,643 1,019,374 366.2 Meas. & Reg. Station Structures 194,035 136,886 330,921 366.3 Other Structures - 4,724 4,724 367 Mains 9,805,326 25,068,931 34,874,257 369 Measuring and Regulating Station Equipment 1,815,576 3,102,930 4,918,506 Total Transmission 12,340,641 29,006,229 41,346,870 EXHIBIT C Page 2 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION GAS PLANT IN SERVICE AT SEPTEMBER 30, 1994 Account New York Pennsylvania Number Description Division Division Total $ $ $ DISTRIBUTION 374 Land and Land Rights 5,139,948 3,144,789 8,284,737 375 Structures and Improvements 1,168,851 4,859,300 6,028,151 376 Mains 391,447,103 137,786,098 529,233,201 377 Compressor Station Equipment 1,120,777 - 1,120,777 378 Meas. and Reg. Station Equipment - Gen. 7,695,187 5,166,115 12,861,302 380 Services 202,207,456 73,242,946 275,450,402 381 Meters 18,274,147 13,881,980 32,156,127 382 Meter Installations 4,595,821 2,818,371 7,414,192 383 House Regulators 366,219 353,875 720,094 384 House Regulator Installations 1,286,633 565,338 1,851,971 Industrial Meas. and Reg. Sta. Equipment 7,869,042 4,062,569 11,931,611 387 Other Equipment 115,801 970,705 1,086,506 Total Distribution 641,286,985 246,852,086 888,139,071 GENERAL 389 Land and Land Rights 1,105,956 171,579 1,277,535 390 Structures and Improvements 27,026,928 1,383,720 28,410,648 391 Office Furniture & Equipment 6,303,112 1,362,977 7,666,089 392 Transportation Equipment 236,819 116,509 353,328 393 Stores Equipment 91,380 14,731 106,111 394 Tools, Shop & Garage Equipment 7,454,488 1,964,466 9,418,954 395 Laboratory Equipment 40,878 - 40,878 396 Power Operated Equipment 831,714 391,013 1,222,727 397 Communication Equipment 2,927,195 1,050,002 3,977,197 398 Misc. Equipment 143,566 5,345 148,911 Total General 46,162,036 6,460,342 52,622,378 Total Gas Plant in Service 718,185,514 285,079,886 1,003,265,400
EXHIBIT D Page 1 of 1
NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT OF SECURITIES OF OTHER CORPORATIONS OWNED AT SEPTEMBER 30, 1994 Exact Title Amount Date Most Recent Company of the Security Owned Acquired Price Paid Book Value Market Value Waterford Development Corp Common Stock 10 Shares 1960 $1,000 $1,000 No Market Erie Employment Task Force, Inc. Debenture Bonds 1965 88 88 No Market Total $1,088 $1,088
EXHIBIT E Sheet 1 of 2
NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING STATUS OF THE FUNDED DEBT AT SEPTEMBER 30, 1994 (g) Advances from Associated Companies Name & Description Interest Date of of Obligation Rate Date Payable Maturity Amount Held By $ Promissory Note #90-1 9.45% 1/01 - 7/01 6/08/95 20,000,000 National Fuel Gas Company " " #90-2 9.03% 1/01 - 7/01 12/20/95 13,000,000 " " " " " " #90-3 9.03% 1/01 - 7/01 12/18/95 8,000,000 " " " " " " #90-4 9.00% 1/01 - 7/01 12/18/95 9,000,000 " " " " " " #92-1 7.99% 2/01 - 8/01 2/01/2004 100,000,000 " " " " " " #92-2 6.23% 5/01 -11/01 6/23/95 1,000,000 " " " " " " #92-3 6.24% 5/01 - 11/01 5/01/95 20,000,000 " " " " " " #92-4 6.21% 5/01 - 11/01 5/01/95 23,000,000 " " " " " " #92-5 6.54% 5/01 - 11/01 11/05/97 7,000,000 " " " " " " #93-1 6.71% 5/01 - 11/01 2/04/2000 50,000,000 " " " " " " #93-2 7.46% 5/01 - 11/01 3/30/2023 49,000,000 " " " " " " #94-1 8.55% 8/01 - 2/01 7/15/2024 20,000,000 " " " " 320,000,000 EXHIBIT E Sheet 2 of 2 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING STATUS OF THE FUNDED DEBT AT SEPTEMBER 30, 1994 (h) Advances from Associated Companies Name & Description Interest Date of of Obligation Rate Date Payable Maturity Amount Held By Notes Payable 4.87%* Monthly N/A $70,000,000 National Fuel Gas Company NOTE: At January 31, 1995, the weighted average interest rate was 6.04% and the amount was $108,200,000. *Represents Weighted Average Interest Rate at September 30, 1994
EXHIBIT F Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING STATUS OF OUTSTANDING CAPITAL STOCK AT SEPTEMBER 30, 1994 Total Par Value, or Number of Shares if Without Par Value Held by the Public Utility Stated Book Value of Outstanding Number of Shares Reacquired Stock Having No Designation No. of Outstanding and Held In Sinking Par Value as of of Kind Shares Par Value Amount (not held by the in or Other Date of and Class Authorized Per Share Authorized Public Utility) Treasury Pledged Funds Balance Sheet (a) (b) (c) (d) (e) (f) (g) (h) (j) Common 2,000 No 2,000 2,000 None None None $59,170,600 Par Value Preferred None Totals 2,000 2,000 2,000 None None None $59,170,600 Note: All of the 2,000 shares outstanding are issued to National Fuel Gas Company.
EXHIBIT G Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION COPY OF REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 IN RESPECT TO THE PROPOSED INCREASE OF INDEBTEDNESS The Securities Act of 1933 is not applicable to the proposed transaction. EXHIBIT H Sheet 1 of 1 NATIONAL FUEL GAS COMPANY COPY OF APPLICATION OR DECLARATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT TO THE PROPOSED INCREASE OF INDEBTEDNESS An Application-Declaration of Form U-1 filed with the Securities and Exchange Commission by National Fuel Gas Company and National Fuel Gas Distribution Corporation was included with Case No. S-00930321. The new Application-Declaration on Form U-1 filed with the Securities and Exchange Commission by National and Distribution, as amended to date, is a part of this exhibit. (Amendment #1 to joint Application-Declaration, File #70-8541, dated January 20, 1995 was filed as this exhibit, and herein incorporated by reference.) EXHIBIT I Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING OFFICERS TO ENTER INTO CREDIT AGREEMENT WITH NATIONAL FUEL GAS COMPANY Resolutions concerning this financing will be adopted by the Board of Directors of National Fuel Gas Distribution Corporation prior to the financing. Copies of said resolutions will be filed with the Pennsylvania Public Utility Commission at that time to complete this certificate. EXHIBIT J Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION FORM OF PROMISSORY NOTE TO BE ISSUED Refer to Exhibit L, Sheet 3 for a copy of the proposed promissory note. EXHIBIT K Sheet 1 of 1 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT SHOWING, IN JOURNAL ENTRY FORM, ALL CHARGES AND CREDITS TO BE MADE ON THE BOOKS OF ACCOUNT AS A RESULT OF THE PROPOSED INCREASE IN INDEBTEDNESS The proposed journal entries which would be made to record the receipt of cash and the projected change in indebtedness are: Cash $250,000,000 Long-Term Notes Payable-Associated Companies $250,000,000 To record the sale of long-term promissory notes to National Long-Term Notes Payable-Associated Companies 6.21% Note Due 1995 $23,000,000 9.45% Note Due 1995 20,000,000 6.23% Note Due 1995 1,000,000 6.24% Note Due 1995 20,000,000 9.0% Note Due 1995 9,000,000 9.03% Note Due 1995 8,000,000 9.03% Note Due 1995 13,000,000 Cash $94,000,000 To record the redemption of National Fuel Gas Distribution Corporation's promissory notes at maturity. Notes Payable-Associated Companies $156,000,000 Cash $156,000,000 To record the disbursement of cash to redeem Distribution's short-term debt obligation to National. Operating Expense $350 Cash $350 To record payment of costs incurred in connection with filing Certificate. EXHIBIT L Sheet 1 of 5 CREDIT AGREEMENT THIS AGREEMENT dated ; by and between NATIONAL FUEL GAS COMPANY (hereinafter called "National"), a New Jersey corporation, and NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution Corporation"), a New York corporation and a subsidiary of National. W I T N E S S E T H: 1. In order to provide funds to Distribution Corporation for working capital and its construction program, National agrees to extend credit to Distribution Corporation from time-to-time, upon mutual consent and upon the further terms and conditions set forth in this Agreement. 2. Each borrowing made hereunder shall be made against delivery to National of Distribution Corporation's promissory note to evidence the amount borrowed each time. Each promissory note shall be dated as of the date of issue and shall bear interest payable at such time as provided for in, and at the effective interest rate or yield to maturity cost rate of, National's debenture or note or other debt issue that provides the proceeds from which Distribution Corporation has borrowed hereunder. Such interest rate or cost shall reflect actual underwriters' or agents' fees and commissions, plus five basis points per annum additional interest per issue to reflect expenses of National relating to debt issuance (such as legal fees and bond rating agencies' fees). The resulting effective annual interest rate shall be rounded up to the next highest 1/100th of 1%. Each promissory note shall mature at such time as National's corresponding debenture, note or other debt issue matures. 3. It is agreed that if a default occurs with respect to the punctual payment of any principal or interest due under this, or any other agreement or note of Distribution Corporation, or if Distribution Corporation makes an assignment for the benefit of creditors or files a petition in bankruptcy or is adjudicated insolvent or bankrupt, or if there is commenced against Distribution Corporation any such proceeding, then the entire amount of the principal and interest on all of the notes issued under this Agreement may be declared by National to be forthwith due and payable. 4. If the debentures, notes or other debt issued by National, or the indenture, supplemental indenture or other documents governing the terms thereof, give National the right or obligation to early redeem all or part of said debentures, notes or other debt, and National exercises that right in whole or in part, prior to their maturity, or if National tenders for or otherwise discharges such debentures, notes or other debt prior to their maturity, or modifies the terms thereof, then Distribution Corporation shall prepay to National a principal amount of the note or notes issued hereunder as shall equal the principal amount of such debentures, notes or other debt of National that are early redeemed or discharged, together with accrued interest on the prepaid principal amount of National's debentures, notes or other debt, together with the premium, if any, that is paid in connection with any such redemption or discharge, and together with unrecovered (unamortized) debt issuance discounts and costs, or Distribution Corporation shall agree to make payments to National in accordance with such modified terms, as the case may be. 5. This Agreement shall become effective when approvals have been obtained from the regulatory commissions having jurisdiction over this Agreement. EXHIBIT L Sheet 2 of 5 6. This Agreement shall be binding upon the successors and assigns of the parties hereto. This Agreement shall be construed and enforced under and in accordance with the laws of the state of New York. This Agreement may be executed in counterparts, each one of which, when fully executed, shall be deemed to have the same dignity, force and effect as an original. IN WITNESS WHEREOF, the parties hereto have caused their authorized officers to execute this Agreement and to have their corporate seals affixed and attested the day and year first above written. NATIONAL FUEL GAS COMPANY ATTEST: President NATIONAL FUEL GAS DISTRIBUTION CORPORATION ATTEST: President EXHIBIT L Sheet 3 of 5 FORM OF PROMISSORY NOTE Distribution Corporation Note No. $ , For value received, the undersigned NATIONAL FUEL GAS DISTRIBUTION CORPORATION, a New York corporation (hereinafter called "Distribution Corporation"), hereby promises to pay on or before to NATIONAL FUEL GAS COMPANY (hereinafter called "National"), or order, at its offices, 10 Lafayette Square, Buffalo, New York, in lawful money of the United States, the principal sum of *** *** and to pay interest on said principal sum or any unpaid balance thereof semiannually on the 1st day of and in each year at said office, in like money, from the date hereof until this note shall become due or shall be paid in full at the rate of % per annum*. This note is one of the notes of Distribution Corporation mentioned in a Credit Agreement dated by and between Distribution Corporation and National providing for the issuance of promissory notes by Distribution Corporation to National, to provide funds for Distribution Corporation as described in and subject to the terms of said Credit Agreement. Upon the occurrence of an event described in Paragraph 3 or 4 in said Credit Agreement, the principal of this note and the interest due thereon may be declared to be forthwith due and payable, without necessity of demand, notice, presentment or protest, or the terms hereof may be modified. NATIONAL FUEL GAS DISTRIBUTION CORPORATION By President By Sr. Vice President and Controller *Rate, maturity and interest payment dates are provided in Paragraph 2 of Credit Agreement dated EXHIBIT L Sheet 4 of 5 FORM OF DERIVATIVE AGREEMENT THIS AGREEMENT dated as of ; by and between NATIONAL FUEL GAS COMPANY (hereinafter called "National"), a New Jersey corporation, and NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution Corporation"), a New York corporation and a subsidiary of National. W I T N E S S E T H: 1. If National from time-to-time enters into agreements concerning interest rate swaps, caps, collars, and/or floors (hereinafter called "derivative instruments"), and Distribution Corporation desires to obtain the benefits and pay the costs thereof, this Agreement, together with any attachments as may be necessary to further describe the terms of such derivative instruments and the allocation of such costs and benefits, shall govern the terms of such arrangements. 2.(a) If National desires to enter into, and Distribution desires to assume the costs and benefits of, an interest rate swap whereby National makes fixed rate payments to, and receives floating rate payments from, a counterparty, in lieu of: (i) National's issuance of long-term debt and liquidation of short-term debt, (ii) National's lending of the proceeds from such issuance of long-term debt to Distribution, (iii) Distribution's liquidation of short-term debt, and (iv) Distribution's issuance of a promissory note to National, National shall pay to Distribution any amounts received by National from the counterparty in connection with such swap, and Distribution shall pay to National any amounts that National must pay to the counterparty in connection with such swap. (b) If National desires to enter into, and Distribution desires to assume the costs and benefits of, agreements that provide caps, collars or floors in connection with such swap, National shall pay to Distribution any amounts received by it from the counterparty in connection therewith, and Distribution shall pay to National any amounts that National must pay the counterparty in connection therewith. 3. If transactions as are described in Paragraph 2 occur, Distribution shall continue to pay interest on its underlying short-term debt. 4. If National desires to enter into, and Distribution desires to assume the costs and benefits of, an interest rate swap whereby National makes floating rate payments to, and receives fixed rate payments from, a counterparty, in order to effectively convert, in whole or in part, National's existing fixed rate interest payments to floating rate payments, and likewise convert Distribution's payments pursuant to its promissory note to National, National shall pay to Distribution any amounts received by National from the counterparty pursuant to such swap, and Distribution shall pay to National any amounts that National must pay to the counterparty in connection with such swap. If National enters into agreements that provide caps, collars or floors in connection with such swap, the provisions set forth in paragraph 2(b) concerning this matter shall apply. EXHIBIT L Sheet 5 of 5 5. If National desires to enter into, and Distribution desires to assume the costs and benefits of, agreements that provide caps, collars or floors in connection with existing floating rate medium-term notes or debentures or short-term debt of National, the proceeds of which have been loaned to Distribution, the provisions set forth in paragraph 2(b) shall apply. 6. If National terminates or "unwinds" one of the above-described derivative instruments, and either makes or receives payments, or assumes other obligations or benefits in connection therewith, National shall pay to Distribution any such receipts, and Distribution shall reimburse National for any payments National makes, and Distribution shall further assume any ongoing obligations and receive any ongoing benefits. 7. National and Distribution shall net the above payments to the extent practicable. 8. If Distribution defaults on its obligations hereunder, National shall have such remedies respecting Distribution as National's counterparty would have respecting National, if National made a similar default vis-a-vis the counterparty, without necessity of demand, notice, presentment or protest. Likewise, Distribution shall have similar remedies against National, should National default. 9. This Agreement shall become effective when approvals have been obtained from the regulatory commissions having jurisdiction over this Agreement. This Agreement shall be subject to additional terms and conditions as may be set forth in the Application-Declaration on Form U-1 in SEC File 70-8541, which was filed by National, Distribution, and certain other subsidiaries of National, and in the order(s) that may be issued thereunder. 10. This Agreement shall be binding upon the successors and assigns of the parties hereto. This Agreement shall be construed and enforced under and in accordance with the laws of the state of New York. This Agreement may be executed in counterparts, each one of which, when fully executed, shall be deemed to have the same dignity, force and effect as an original. IN WITNESS WHEREOF, the parties hereto have caused their authorized officers to execute this Agreement and to have their corporate seals affixed and attested the day and year first above written. NATIONAL FUEL GAS COMPANY ATTEST: President NATIONAL FUEL GAS DISTRIBUTION CORPORATION ATTEST: President EXHIBIT M Sheet 1 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION STATEMENT OF FUNDS REQUIRED AND SOURCE OF FUNDS TO MEET PROPOSED FINANCING FOR THE PERIODS JANUARY 1 THROUGH DECEMBER 31, 1995 AND 1996 1995 1996 FUNDS REQUIRED $ $ Construction Expenditures 63,411,000 59,703,000 Other Long-Term Debt 33,000 36,000 Notes Payable-Associated Companies Note Maturing 5/01/95 (6.21%) 23,000,000 Note Maturing 6/08/95 (9.45%) 20,000,000 Note Maturing 6/23/95 (6.23%) 1,000,000 Note Maturing 5/01/95 (6.24%) 20,000,000 Note Maturing 12/18/95 (9.00%) 9,000,000 Note Maturing 12/18/95 (9.03%) 8,000,000 Note Maturing 12/20/95 (9.03%) 13,000,000 94,000,000 - Payment and Discharge of Short-Term Notes Payable - Associated Companies - 157,500,000 Total Funds Required 157,444,000 217,239,000 EXHIBIT M Sheet 2 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 New York Pennsylvania Division Division Total $ $ $ Natural Gas Production Plant 213 134 347 Transmission Plant 319 882 1,201 Distribution Plant 43,511 14,821 58,332 General Plant 2,378 1,153 3,531 Total 46,421 16,990 63,411 EXHIBIT M Sheet 3 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 NATURAL GAS PRODUCTION PLANT Account 325 - Land and Land Rights Appropriation 100-X Land and Land Rights 4 Total Account 325 4 Account 332 - Field Lines Appropriation 120 Compressor Stations 115 Appropriation 125-X Measuring and Regulating Stations 94 TOTAL ACCOUNT 332 209 TOTAL NATURAL GAS PRODUCTION PLANT 213 EXHIBIT M Sheet 4 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 TRANSMISSION PLANT Account 365 - Land and Rights of Way Appropriation 300X - Land, Rights of Way 1 TOTAL ACCOUNT 365 1 Account 329 - Structures and Improvements Appropriation 305X - Structures and Improvements 1 TOTAL ACCOUNT 329 1 Account 367 - Mains Appropriation 315-B Replacements 192 Appropriation 315-E Cathodic Protection 23 TOTAL ACCOUNT 367 215 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 102 TOTAL ACCOUNT 36911 102 TOTAL TRANSMISSION PLANT 319 EXHIBIT M Sheet 5 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights: Acquisition of Rights-of-Way 302 Appropriation 405-X Structures and Improvements 61 TOTAL ACCOUNT 374 363 Account 376 - Mains Appropriation 415-A through 415-D - Distribution Mains: Appropriation 415-A New Mains Customer Extensions 4,532 Appropriation 415-B Leakage Replacements 6,460 Appropriation 415-C System Improvement 755 Appropriation 415-D Public Improvement 4,028 Appropriation 415-H Cast Iron Replacement 1,007 Appropriation 415-L Active Corrosion 1,763 Appropriation 415-E Cathodic Protection 228 Appropriation 415-S Systematic Replacement 2,014 Appropiration 415-W Customer Interruption - Water 4,431 TOTAL ACCOUNT 376 25,218 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 453 Appropriation 425-A Obsolete Equipment - Regular Stations 252 TOTAL ACCOUNT 378 705 Account 380 - Services Appropriation 450-X Service Renewals 11,279 Appropriation 451-X Downstream Services 50 Appropriation 452-X New Services 3,827 TOTAL ACCOUNT 380 15,156 EXHIBIT M Sheet 6 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT (CONT'D.) Account 381 - Meters Appropriation 455-X Services Measuring and Regulating Equipment 559 Appropriation 455-A Automated Meter Reading 755 TOTAL ACCOUNT 381 1,314 Account 385 - Industrial Measuring and Regulating Station Equipment Appropriation 470-X Industrial Measuring and Regulating Station Equipment 554 Appropriation 475-X Industrial Rebuilds 201 TOTAL ACCOUNT 385 755 TOTAL DISTRIBUTION PLANT 43,511 EXHIBIT M Sheet 7 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 1,523 TOTAL ACCOUNT 390 1,523 Account 515X - Compressed Natural Gas Projects TOSC, NFSC, CLSC 249 TOTAL ACCOUNT 515X 249 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 99 TOTAL ACCOUNT 391 99 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 298 TOTAL ACCOUNT 394 298 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment 209 TOTAL ACCOUNT 397 209 TOTAL GENERAL PLANT 2,378 TOTAL NEW YORK DIVISION 46,421 EXHIBIT M Sheet 8 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 NATURAL GAS PRODUCTION PLANT Account 325 - Land and Land Rights Appropriation 100-X Land and Land Rights 7 TOTAL ACCOUNT 325 7 Account 332 - Field Lines Appropriation 115-B Replacements 53 TOTAL ACCOUNT 332 53 Account 334 - Field Measuring and Regulating Station Equipment Appropriation 125-X Measuring and Regulating Stations 74 TOTAL ACCOUNT 334 74 TOTAL NATURAL GAS PRODUCTION PLANT 134 EXHIBIT M Sheet 9 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 TRANSMISSION PLANT Account 365 - Land and Land Rights Appropriation 300-X Land and Land Rights 28 TOTAL ACCOUNT 365 28 Account 367 - Mains Appropriation 315-B Replacements 285 Appropriation 315-C System Improvement 47 Appropriation 315-E Cathodic Protection 24 TOTAL ACCOUNT 367 356 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 498 TOTAL ACCOUNT 369 498 TOTAL TRANSMISSION PLANT 882 EXHIBIT M Sheet 10 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights: 228 TOTAL ACCOUNT 374 228 Account 375 - Structures and Improvements Appropriation 405-X Structures and Improvements 622 TOTAL ACCOUNT 375 622 Account 376 - Mains Appropriation 415-A New Mains Customer Extensions 1,117 Appropriation 415-B Replacements 4,923 Appropriation 415-C System Improvement 371 Appropriation 415-D Public Improvement 201 Appropriation 415-E Cathodic Protection 20 TOTAL ACCOUNT 376 6,632 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 406 TOTAL ACCOUNT 378 406 Account 380 - Services Appropriation 450-X Services 6,078 TOTAL ACCOUNT 380 6,078 EXHIBIT M Sheet 11 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 DISTRIBUTION PLANT (CONT'D.) Account 381 - Meters Appropriation 455-A Metscan 203 Appropriation 455-X Measuring and Regulating Equipment 271 TOTAL ACCOUNT 381 474 Account 385 - Industrial Metering and Regulating Stations Appropriation 470-X Industrial Measuring and Regulating Station Equipment 381 TOTAL ACCOUNT 385 381 TOTAL DISTRIBUTION PLANT 14,821 EXHIBIT M Sheet 12 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1995 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 636 TOTAL ACCOUNT 390 636 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 103 TOTAL ACCOUNT 391 103 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 310 TOTAL ACCOUNT 394 310 Account 396 - Power Operated Equipment Appropriation 565-X Power Operated Equipment 17 TOTAL ACCOUNT 396 17 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment 87 TOTAL ACCOUNT 397 87 TOTAL GENERAL PLANT 1,153 TOTAL PENNSYLVANIA DIVISION 16,990 EXHIBIT M Sheet 13 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 New York Pennsylvania Division Division Total $ $ $ Natural Gas Production Plant 214 97 311 Transmission Plant 321 785 1,106 Distribution Plant 40,365 15,140 55,505 General Plant 2,291 490 2,781 Total 43,191 16,512 59,703 EXHIBIT M Sheet 14 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 NATURAL GAS PRODUCTION PLANT Account 332 - Field Lines Appropriation 125-X Measuring and Regulating Stations 214 TOTAL ACCOUNT 332 214 TOTAL NATURAL GAS PRODUCTION PLANT 214 EXHIBIT M Sheet 15 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 TRANSMISSION PLANT Account 367 - Mains Appropriation 315-B Replacements 160 Appropriation 315-E Cathodic Protection 54 TOTAL ACCOUNT 367 214 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 107 TOTAL ACCOUNT 369 107 TOTAL TRANSMISSION PLANT 321 EXHIBIT M Sheet 16 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights: Acquisition of Rights-of-Way 266 TOTAL ACCOUNT 374 266 Account 376 - Mains Appropriation 415-A thru 415-D - Distribution Mains: Appropriation 415-A New Mains Customer Extensions 5,408 Appropriation 415-B Replacements 4,640 Appropriation 415-C System Improvement 1,084 Appropriation 415-D Public Improvement 4,388 Appropriation 415-E Cathodic Protection 160 Appropriation 415-S System Improvement 907 Appropriation 415-H Cast Iron Replacement 724 Appropriation 415-L Active Corrosion 1,266 Appropriation 415-W Customer Interruption-Water 3,183 TOTAL ACCOUNT 376 21,760 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 871 Appropriation 425-A Obsolete Equipment-Regulator Stations 249 TOTAL ACCOUNT 378 1,120 Account 380 - Services Appropriation 450-X Service Renewals 11,371 Appropriation 451-X Downstream Services 188 Appropriation 452-X New Services 3,858 TOTAL ACCOUNT 380 15,417 EXHIBIT M Sheet 17 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT (CONT'D.) Account 381 - Meters Appropriation 455-A Automated Meter Reading 749 Appropriation 455-X Services Measuring and Regulating Equipment 266 TOTAL ACCOUNT 381 1,015 Account 385 - Industrial Measuring and Regulating Station Equipment Appropriation 470-X Industrial Measuring and Regulating Station Equipment 587 Appropriation 475-X Industrial Rebuilds 200 TOTAL ACCOUNT 385 787 TOTAL DISTRIBUTION PLANT 40,365 EXHIBIT M Sheet 18 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION NEW YORK DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 1,439 TOTAL ACCOUNT 390 1,439 Account 515X - Compressed Natural Gas Projects TOSC, NFSC, CLSC 246 TOTAL ACCOUNT 515X 246 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 211 TOTAL ACCOUNT 391 211 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 316 TOTAL ACCOUNT 394 316 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment 79 TOTAL ACCOUNT 397 79 TOTAL GENERAL PLANT 2,291 TOTAL NEW YORK DIVISION 43,191 EXHIBIT M Sheet 19 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 NATURAL GAS PRODUCTION PLANT Account 325 - Land and Land Rights Appropriation 100-X Land and Land Rights 5 TOTAL ACCOUNT 325 5 Account 332 - Field Lines Appropriation 115-B Replacements 39 TOTAL ACCOUNT 332 39 Account 334 - Field Measuring and Regulating Station Equipment Appropriation 125-X Measuring and Regulating Stations 53 TOTAL ACCOUNT 334 53 TOTAL NATURAL GAS PRODUCTION PLANT 97 EXHIBIT M Sheet 20 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 TRANSMISSION PLANT Account 365 - Land and Land Rights Appropriation 300-X Land and Land Rights 25 TOTAL ACCOUNT 365 25 Account 367 - Mains Appropriation 315-B Replacements 253 Appropriation 315-C System Improvement 42 Appropriation 315-E Cathodic Protection 21 TOTAL ACCOUNT 367 316 Account 369 - Measuring and Regulating Station Equipment Appropriation 325-X Measuring and Regulating Stations 444 TOTAL ACCOUNT 369 444 TOTAL TRANSMISSION PLANT 785 EXHIBIT M Sheet 21 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT Account 374 - Land and Land Rights Appropriation 400-X Land and Land Rights 233 TOTAL ACCOUNT 374 233 Account 375 - Structures and Improvements Appropriation 405-X Structures and Improvements 636 TOTAL ACCOUNT 375 636 Account 376 - Mains Appropriation 415-A New Mains Customer Extensions 1,141 Appropriation 415-B Replacements 5,029 Appropriation 415-C System Improvement 379 Appropriation 415-D Public Improvement 205 Appropriation 415-E Cathodic Protection 21 TOTAL ACCOUNT 376 6,775 Account 378 - Measuring and Regulating Station Equipment - General Appropriation 425-X Measuring and Regulating Stations 415 TOTAL ACCOUNT 378 415 EXHIBIT M Sheet 22 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 DISTRIBUTION PLANT (CONT'D.) Account 380 - Services Appropriation 450-X Services 6,208 TOTAL ACCOUNT 380 6,208 Account 381 - Meters Appropriation 455-A Metscan 207 Appropriation 455-X Measuring and Regulating Equipment 277 TOTAL ACCOUNT 381 484 Account 385 - Industrial Metering and Regulating Stations Appropriation 470-X Industrial Measuring and Regulating Station Equipment 389 TOTAL ACCOUNT 385 389 TOTAL DISTRIBUTION PLANT 15,140 EXHIBIT M Sheet 23 of 23 NATIONAL FUEL GAS DISTRIBUTION CORPORATION PENNSYLVANIA DIVISION CAPITAL EXPENDITURES PROGRAM CALENDAR YEAR 1996 $000 GENERAL PLANT Account 390 - Structures and Improvements Appropriation 505-X Structures and Improvements 270 TOTAL ACCOUNT 390 270 Account 391 - Office Furniture and Equipment Appropriation 550-X Office Furniture and Equipment 44 TOTAL ACCOUNT 391 44 Account 394 - Tools, Shop and Garage Equipment Appropriation 560-X Tools, Shop and Garage Equipment 132 TOTAL ACCOUNT 394 132 Account 396 - Power Operated Equipment Appropriation 565-X Power Operated Equipment 7 TOTAL ACCOUNT 396 7 Account 397 - Communication Equipment Appropriation 570-X Communication Equipment: 37 TOTAL ACCOUNT 397 37 TOTAL GENERAL PLANT 490 TOTAL PENNSYLVANIA DIVISION 16,512 APPLICATION FOR APPROVAL OF CREDIT AND DERIVATIVE AGREEMENTS BETWEEN NATIONAL FUEL GAS DISTRIBUTION CORPORATION AND NATIONAL FUEL GAS COMPANY February 8, 1995 BEFORE THE PENNSYLVANIA PUBLIC UTILITY COMMISSION Application For Approval of Credit and Derivative Agreements Between National Fuel Gas Distribution Corporation and National Fuel Gas Company APPLICATION FOR APPROVAL OF CREDIT AND DERIVATIVE AGREEMENTS BETWEEN AFFILIATED INTERESTS National Fuel Gas Distribution Corporation ("Distribution") files this Application pursuant to Section 2102 of the Public Utility Code, 66 Pa.C.S.A. Section 2102, and requests the Pennsylvania Public Utility Commission ("Commission") to enter an order approving the proposed Credit Agreement and Derivative Agreement between Distribution and National Fuel Gas Company ("National") that are attached hereto as Appendix "A" and "B" respectively. In support of this Application, Distribution represents as follows: 1. Distribution is a public utility providing gas service to customers located in fourteen counties in northwestern Pennsylvania and in portions of New York. Distribution is subject to the regulatory jurisdiction of the Commission. 2. National is a corporation organized and existing under the laws of the State of New Jersey. National owns 100% of the voting securities of Distribution. Distribution and National are affiliated interests as defined by Section 2101 of the Public Utility Code, 66 Pa.C.S.A. Section 2101. 3. National also owns 100% of the voting securities of National Fuel Gas Supply Corporation, Seneca Resources Corporation, Leidy Hub, Inc., Highland Land & Minerals, Inc., Utility Constructors, Inc., Data-Track Account Services, Inc. and National Fuel Resources, Inc. National is a registered public utility holding company under the Public Utility Holding Act of 1935, as amended. National's stock is publicly traded on the New York Stock Exchange. 4. National is able to issue debentures and medium-term notes at lower cost, including lower interest rates, than could be obtained by Distribution. Accordingly, National provides Distribution with all of its debt capital. 5. In order to meet the capital requirements of Distribution and National's other subsidiaries, National may from time-to-time issue and sell debentures and/or medium-term notes (MTN's). National may also enter into or terminate interest rate swaps, caps, collars and floors from time-to-time, and pass through the costs and benefits thereof to Distribution, in order to limit or define interest rate risk, or change the character or terms of new and existing long-term debt. National, pursuant to the Public Holding Company Act of 1935, as amended, has filed an application-declaration on Form U-1 with the Securities and Exchange Commission ("SEC") for authority to issue up to $350,000,000 of debentures and/or MTN's in the aggregate, to lend up to $250,000,000 of the proceeds thereof to Distribution in exchange for promissory notes, and to enter into agreements respecting up to $350,000,000 notional amount of interest rate swaps, caps, collars and floors, all as described in such Form U-1. The authority so requested would expire on December 31, 1997. Therefore, pursuant to this application, National will lend to Distribution up to $250,000,000 of funds obtained by National from the issue and sale of its debentures and/or MTN's, and will pass on to Distribution the costs and benefits of up to $350,000,000 notional amount of such swaps and other derivative instruments. Refer to Exhibit H attached to the Securities Certificate for a copy of this filing (Form U-1) with the SEC concerning the financing that is the subject of this Application. Once all requisite orders have been received, the proposed issuance of debentures and/or MTN's by National and promissory notes by Distribution, and the proposed entry into agreements concerning interest rate swaps and other derivative instruments, may occur from time-to-time based upon favorable market conditions during the 24-month period beginning with the date of the order hereby sought from the Commission. 6. The full terms of such borrowings and the form of the promissory notes that may be issued by Distribution to National are provided in the proposed "Credit Agreement", between Distribution and National, that is attached to this Application as Appendix "A". If National enters into agreements concerning interest rate swaps or other derivative instruments, and if Distribution agrees to assume the costs and benefits thereof, the terms thereof and the form of such agreement are set forth herein as Appendix "B". 7. Promissory notes, if any, will bear interest pursuant to the provisions of the Credit Agreement. Interest would be payable as set forth in the documents applicable to National's issue and sale of MTN's or debentures. Each of Distribution's promissory notes may have a different maturity date, with such maturity date to be governed by sinking fund and maturity requirements for National's debentures or MTN's, or by the maturity dates of such debentures or MTN's if there are no sinking fund obligations. The full terms and conditions concerning Distribution's possible borrowings from National are set forth in or incorporated into the Credit Agreement and in the form of promissory notes attached hereto as Appendix "A". The Credit Agreement (Appendix "A") between National and Distribution provides, in Paragraph No. 2, in pertinent part as follows: "Each promissory note shall be dated as of the date of issue and shall bear interest payable at such time as provided for in, and at the effective interest rate or yield to maturity cost rate of, National's debenture or note or other debt issue that provides the proceeds from which Distribution Corporation has borrowed hereunder. Such interest rate or cost shall reflect actual underwriters' or agents' fees and commissions, plus five basis points per annum additional interest per issue to reflect expenses of National relating to debt issuance (such as legal fees and bond rating agencies' fees). The resulting effective annual interest rate shall be rounded up to the next highest 1/100th of 1%. Each promissory note shall mature at such time as National's corresponding debenture, note or other debt issue matures." The promissory notes, if issued, would be subject to prepayment, prior to maturity, under certain circumstances. The Credit Agreement (Appendix "A") provides in paragraph No. 4 as follows: "If the debentures, notes or other debt issued by National, or the indenture, supplemental indenture or other documents governing the terms thereof, give National the right or obligation to early redeem all or part of said debentures, notes or other debt, and National exercises that right in whole or in part, prior to their maturity, or if National tenders for or otherwise discharges such debentures, notes or other debt prior to their maturity, or modifies the terms thereof, then Distribution Corporation shall prepay to National a principal amount of the note or notes issued hereunder as shall equal the principal amount of such debentures, notes or other debt of National that are early redeemed or discharged, together with accrued interest on the prepaid principal amount of National's debentures, notes or other debt, together with the premium, if any, that is paid in connection with any such redemption or discharge, and together with unrecovered (unamortized) debt issuance discounts and costs, or Distribution Corporation shall agree to make payments to National in accordance with such modified terms, as the case may be." The promissory notes, if issued, would not be subject to call, maintenance, depreciation, sinking fund or other fund provisions, except as described herein. WHEREFORE, Distribution requests that the Pennsylvania Public Utility Commission enter an order approving the Credit Agreement and Derivative Agreement attached hereto as Appendices "A" and "B" respectively. Respectfully submitted, NATIONAL FUEL GAS DISTRIBUTION CORPORATION /s/ J. P. Pawlowski Joseph P. Pawlowski Sr. Vice President and Treasurer APPENDIX "A" Attached is the Credit Agreement and Note - Exhibit L, Sheet 1 through 3. EXHIBIT L Sheet 1 of 5 CREDIT AGREEMENT THIS AGREEMENT dated ; by and between NATIONAL FUEL GAS COMPANY (hereinafter called "National"), a New Jersey corporation, and NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution Corporation"), a New York corporation and a subsidiary of National. W I T N E S S E T H: 1. In order to provide funds to Distribution Corporation for working capital and its construction program, National agrees to extend credit to Distribution Corporation from time-to-time, upon mutual consent and upon the further terms and conditions set forth in this Agreement. 2. Each borrowing made hereunder shall be made against delivery to National of Distribution Corporation's promissory note to evidence the amount borrowed each time. Each promissory note shall be dated as of the date of issue and shall bear interest payable at such time as provided for in, and at the effective interest rate or yield to maturity cost rate of, National's debenture or note or other debt issue that provides the proceeds from which Distribution Corporation has borrowed hereunder. Such interest rate or cost shall reflect actual underwriters' or agents' fees and commissions, plus five basis points per annum additional interest per issue to reflect expenses of National relating to debt issuance (such as legal fees and bond rating agencies' fees). The resulting effective annual interest rate shall be rounded up to the next highest 1/100th of 1%. Each promissory note shall mature at such time as National's corresponding debenture, note or other debt issue matures. 3. It is agreed that if a default occurs with respect to the punctual payment of any principal or interest due under this, or any other agreement or note of Distribution Corporation, or if Distribution Corporation makes an assignment for the benefit of creditors or files a petition in bankruptcy or is adjudicated insolvent or bankrupt, or if there is commenced against Distribution Corporation any such proceeding, then the entire amount of the principal and interest on all of the notes issued under this Agreement may be declared by National to be forthwith due and payable. 4. If the debentures, notes or other debt issued by National, or the indenture, supplemental indenture or other documents governing the terms thereof, give National the right or obligation to early redeem all or part of said debentures, notes or other debt, and National exercises that right in whole or in part, prior to their maturity, or if National tenders for or otherwise discharges such debentures, notes or other debt prior to their maturity, or modifies the terms thereof, then Distribution Corporation shall prepay to National a principal amount of the note or notes issued hereunder as shall equal the principal amount of such debentures, notes or other debt of National that are early redeemed or discharged, together with accrued interest on the prepaid principal amount of National's debentures, notes or other debt, together with the premium, if any, that is paid in connection with any such redemption or discharge, and together with unrecovered (unamortized) debt issuance discounts and costs, or Distribution Corporation shall agree to make payments to National in accordance with such modified terms, as the case may be. 5. This Agreement shall become effective when approvals have been obtained from the regulatory commissions having jurisdiction over this Agreement. EXHIBIT L Sheet 2 of 5 6. This Agreement shall be binding upon the successors and assigns of the parties hereto. This Agreement shall be construed and enforced under and in accordance with the laws of the state of New York. This Agreement may be executed in counterparts, each one of which, when fully executed, shall be deemed to have the same dignity, force and effect as an original. IN WITNESS WHEREOF, the parties hereto have caused their authorized officers to execute this Agreement and to have their corporate seals affixed and attested the day and year first above written. NATIONAL FUEL GAS COMPANY ATTEST: President NATIONAL FUEL GAS DISTRIBUTION CORPORATION ATTEST: President EXHIBIT L Sheet 3 of 5 FORM OF PROMISSORY NOTE Distribution Corporation Note No. $ , For value received, the undersigned NATIONAL FUEL GAS DISTRIBUTION CORPORATION, a New York corporation (hereinafter called "Distribution Corporation"), hereby promises to pay on or before to NATIONAL FUEL GAS COMPANY (hereinafter called "National"), or order, at its offices, 10 Lafayette Square, Buffalo, New York, in lawful money of the United States, the principal sum of *** *** and to pay interest on said principal sum or any unpaid balance thereof semiannually on the 1st day of and in each year at said office, in like money, from the date hereof until this note shall become due or shall be paid in full at the rate of % per annum*. This note is one of the notes of Distribution Corporation mentioned in a Credit Agreement dated by and between Distribution Corporation and National providing for the issuance of promissory notes by Distribution Corporation to National, to provide funds for Distribution Corporation as described in and subject to the terms of said Credit Agreement. Upon the occurrence of an event described in Paragraph 3 or 4 in said Credit Agreement, the principal of this note and the interest due thereon may be declared to be forthwith due and payable, without necessity of demand, notice, presentment or protest, or the terms hereof may be modified. NATIONAL FUEL GAS DISTRIBUTION CORPORATION By President By Sr. Vice President and Controller *Rate, maturity and interest payment dates are provided in Paragraph 2 of Credit Agreement dated APPENDIX "B" Attached is the Derivative Agreement - Exhibit L, Sheets 4 and 5. EXHIBIT L Sheet 4 of 5 FORM OF DERIVATIVE AGREEMENT THIS AGREEMENT dated as of ; by and between NATIONAL FUEL GAS COMPANY (hereinafter called "National"), a New Jersey corporation, and NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called "Distribution Corporation"), a New York corporation and a subsidiary of National. W I T N E S S E T H: 1. If National from time-to-time enters into agreements concerning interest rate swaps, caps, collars, and/or floors (hereinafter called "derivative instruments"), and Distribution Corporation desires to obtain the benefits and pay the costs thereof, this Agreement, together with any attachments as may be necessary to further describe the terms of such derivative instruments and the allocation of such costs and benefits, shall govern the terms of such arrangements. 2.(a) If National desires to enter into, and Distribution desires to assume the costs and benefits of, an interest rate swap whereby National makes fixed rate payments to, and receives floating rate payments from, a counterparty, in lieu of: (i) National's issuance of long-term debt and liquidation of short-term debt, (ii) National's lending of the proceeds from such issuance of long-term debt to Distribution, (iii) Distribution's liquidation of short-term debt, and (iv) Distribution's issuance of a promissory note to National, National shall pay to Distribution any amounts received by National from the counterparty in connection with such swap, and Distribution shall pay to National any amounts that National must pay to the counterparty in connection with such swap. (b) If National desires to enter into, and Distribution desires to assume the costs and benefits of, agreements that provide caps, collars or floors in connection with such swap, National shall pay to Distribution any amounts received by it from the counterparty in connection therewith, and Distribution shall pay to National any amounts that National must pay the counterparty in connection therewith. 3. If transactions as are described in Paragraph 2 occur, Distribution shall continue to pay interest on its underlying short-term debt. 4. If National desires to enter into, and Distribution desires to assume the costs and benefits of, an interest rate swap whereby National makes floating rate payments to, and receives fixed rate payments from, a counterparty, in order to effectively convert, in whole or in part, National's existing fixed rate interest payments to floating rate payments, and likewise convert Distribution's payments pursuant to its promissory note to National, National shall pay to Distribution any amounts received by National from the counterparty pursuant to such swap, and Distribution shall pay to National any amounts that National must pay to the counterparty in connection with such swap. If National enters into agreements that provide caps, collars or floors in connection with such swap, the provisions set forth in paragraph 2(b) concerning this matter shall apply. EXHIBIT L Sheet 5 of 5 5. If National desires to enter into, and Distribution desires to assume the costs and benefits of, agreements that provide caps, collars or floors in connection with existing floating rate medium-term notes or debentures or short-term debt of National, the proceeds of which have been loaned to Distribution, the provisions set forth in paragraph 2(b) shall apply. 6. If National terminates or "unwinds" one of the above-described derivative instruments, and either makes or receives payments, or assumes other obligations or benefits in connection therewith, National shall pay to Distribution any such receipts, and Distribution shall reimburse National for any payments National makes, and Distribution shall further assume any ongoing obligations and receive any ongoing benefits. 7. National and Distribution shall net the above payments to the extent practicable. 8. If Distribution defaults on its obligations hereunder, National shall have such remedies respecting Distribution as National's counterparty would have respecting National, if National made a similar default vis-a-vis the counterparty, without necessity of demand, notice, presentment or protest. Likewise, Distribution shall have similar remedies against National, should National default. 9. This Agreement shall become effective when approvals have been obtained from the regulatory commissions having jurisdiction over this Agreement. This Agreement shall be subject to additional terms and conditions as may be set forth in the Application-Declaration on Form U-1 in SEC File 70-8541, which was filed by National, Distribution, and certain other subsidiaries of National, and in the order(s) that may be issued thereunder. 10. This Agreement shall be binding upon the successors and assigns of the parties hereto. This Agreement shall be construed and enforced under and in accordance with the laws of the state of New York. This Agreement may be executed in counterparts, each one of which, when fully executed, shall be deemed to have the same dignity, force and effect as an original. IN WITNESS WHEREOF, the parties hereto have caused their authorized officers to execute this Agreement and to have their corporate seals affixed and attested the day and year first above written. NATIONAL FUEL GAS COMPANY ATTEST: President NATIONAL FUEL GAS DISTRIBUTION CORPORATION ATTEST: President EX-99 4 EXHIBIT F-1 OPINION OF REID & PRIEST LLP EXHIBIT F-1 ----------- Reid & Priest LLP 40 West 57th Street New York, New York 10019 New York, New York February 17, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form U-1 Application-Declaration (File No. 70-8541) National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation National Fuel Resources, Inc. Seneca Resources Corporation Utility Constructors, Inc. --------------------------------------------------- Ladies and Gentlemen: This opinion relates to the joint Application- Declaration, filed on December 29, 1994, as heretofore amended (as amended, the "Application-Declaration"), by National Fuel Gas Company ("National"), National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply"), National Fuel Resources, Inc. ("NFR"), Seneca Resources Corporation ("Seneca"), and Utility Constructors, Inc. ("Utility Constructors") under the Public Utility Holding Company Act of 1935, as amended. This Application-Declaration seeks authorization for: (a) The issuance and sale of not to exceed $350,000,000 aggregate principal amount of debt securities consisting of one or more series of (i) Debentures (the "New Debentures"), and/or (ii) Medium-Term Notes (the "New MTNs"); (b) The acquisition by National of unsecured notes from Distribution ("Distribution Notes"), Supply, NFR, Seneca and Utility Constructors (collectively, the "Notes") in an aggregate principal amount not to exceed $350,000,000; and Securities and Exchange Commission -2- February 17, 1995 (c) National to enter into one or more interest rate swap agreements and other derivative instruments (e.g., interest ---- rate caps, interest rate floors and interest rate collars) (collectively, the "Swap Agreements"), with one or more third parties (each, a "Counterparty") in notional amounts aggregating not in excess of $350,000,000 at any one time outstanding. Based upon the foregoing and subject to the qualifications and assumptions hereinafter specified, we are of the opinion that: 1. National is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. If (i) the proposed transactions are consummated as contemplated by the Application-Declaration and in accordance with the terms of the order or orders of the Securities and Exchange Commission with respect thereto and, with respect to the issuance and sale of the New Debentures and/or New MTNs, the registration statement referred to therein, (ii) the Board of Directors of National, or a duly appointed and authorized committee thereof, approves and authorizes (a) substantially the final form of the proposed Supplemental Indenture or Indentures (collectively, the "Supplemental Indenture") to the Indenture, dated as of October 15, 1974, between National and The Bank of New York (formerly Irving Trust Company), as Trustee, as heretofore supplemented (as supplemented, the "Indenture"), pursuant to which the New Debentures and/or New MTNs are to be issued, (b) the issuance and sale of the New Debentures and/or New MTNs, and (c) the purchase of the Notes, (iii) the Supplemental Indenture and any and all other documents to be used in connection with the issuance and sale of the New Debentures and/or the New MTNs shall have been duly executed and delivered and shall have become effective as therein provided, (iv) the New Debentures and/or New MTNs shall have been duly executed, authenticated and delivered for the consideration contemplated, (v) the Boards of Directors of Distribution, Supply, NFR, Seneca and Utility Constructors shall have duly authorized and approved the issuance and sale of the Notes to be issued by their respective corporations, (vi) the issuance of the Distribution Notes shall have been authorized by the Public Service Commission of the State of New York and the Pennsylvania Public Utility Commission, (vii) the Notes shall have been duly executed and delivered for the consideration contemplated, (viii) the Swap Agreements shall have been duly executed and delivered by National and shall have been duly authorized, executed and delivered by, and shall be legal, valid and binding obligations of, each Counterparty thereto, (ix) no act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed herein, and (x) the entering into of the Swap Agreements shall be conducted under our supervision and all legal matters incident thereto shall be satisfactory to us, including the receipt in satisfactory form of opinions of other counsel qualified to practice in any jurisdiction in which we are not admitted to practice and the laws of which govern the Swap Agreements or the parties to the Swap Agreements: Securities and Exchange Commission -3- February 17, 1995 (a) All state laws applicable to the proposed transactions as described in the Application-Declaration will have been complied with; (b) The New Debentures and/or New MTNs and Swap Agreements will be valid and binding obligations of National enforceable in accordance with their terms, subject as to enforceability to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation (x) the possible unavailability of specific performance, injunctive relief or any other remedy, and (y) concepts of materiality, reasonableness, good faith, fair dealing and equitable subordination; and (c) The consummation of the proposed transactions as described in the Application-Declaration will not violate the legal rights of the holders of any securities issued by National. We express no opinion as to (i) the subject matter jurisdiction of a federal court to consider any dispute arising out of any Swap Agreement or (ii) any provision of any Swap Agreement to the extent such provision waives any objection by any party to the laying of venue of any action or proceeding brought in any court and any claim that any such action or proceeding has been brought in any inconvenient forum. We also express no opinion as to the enforceability of any provision of any Swap Agreement relating to judgment currencies. We are members of the New York Bar and do not hold ourselves out as experts on the laws of any other state. Accordingly, in giving this opinion, we have relied, as to all matters governed by the law of the State of New Jersey, upon the opinion of Stryker, Tams & Dill. A copy of such opinion will be filed as an exhibit to the Application-Declaration. We hereby consent to the use of this opinion as an exhibit to the Application-Declaration. Very truly yours, /s/ Reid & Priest REID & PRIEST LLP EX-99 5 EXHIBIT F-2 OPINION OF STRYKER, TAMS & DILL EXHIBIT F-2 ----------- Stryker, Tams & Dill Two Penn Plaza East Newark, New Jersey 07105 February 17, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation National Fuel Resources, Inc. Seneca Resources Corporation Utility Constructors, Inc. Form U-1 Application-Declaration File No. 70-8541 ------------------------------------------ Ladies and Gentlemen: This opinion relates to the joint Application-Declaration, filed on December 29, 1994, as heretofore amended (as amended, the "Application-Declaration"), by National Fuel Gas Company ("National") and its subsidiary corporations, National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply"), National Fuel Resources, Inc. ("NFR"), Seneca Resources Corporation ("Seneca") and Utility Constructors, Inc. ("Utility Constructors" and, collectively with Distribution, Supply, NFR, Seneca and Utility Constructors, the "Participating Subsidiaries"), under the Public Utility Holding Company Act of 1935, as amended. The Application-Declaration seeks authorization for: (i) the issuance and sale by National of not to exceed $350,000,000 aggregate principal amount of its debt securities, consisting of one or more series of (a) Debentures (the "New Debentures"), and/or (b) Medium-Term Notes (the "New MTNs"); Securities and Exchange Commission February 17, 1995 Page 2 (ii) the acquisition by National of unsecured notes from Distribution ("Distribution Notes"), and the other Participating Subsidiaries (collectively with the Distribution Notes, the "Subsidiary Notes") in an aggregate principal amount not to exceed $350,000,000; and (iii) National to enter into one or more interest rate swap agreements and other derivative instruments (e.g., interest rate ---- caps, interest rate floors and interest rate collars) (collectively, the "Swap Agreements") with one or more third parties (each, a "Counterparty") in notional amounts aggregating not in excess of $350,000,000 at any one time outstanding. Based upon the foregoing and subject to the qualifications and assumptions hereinafter specified, we are of the opinion that: 1. National is a corporation duly organized and validly existing under the laws of the State of New Jersey. 2. If (i) the proposed transactions are consummated in accordance with the Application-Declaration, the order or orders of the Securities and Exchange Commission thereon and, with respect to the issuance and sale of the New Debentures and/or the New MTN, the registration statement referred to therein, as the same shall become effective, (ii) the Board of Directors of National, or a duly appointed and authorized committee thereof, approves and authorizes (a) substantially the final form of the proposed Supplemental Indenture or Indentures (collectively, the "Supplemental Indenture") to the Indenture, dated as of October 15, 1974, between National and The Bank of New York (formerly Irving Trust Company), as Trustee, as heretofore supplemented (as supplemented, the "Indenture"), pursuant to which the New Debentures and/or New MTNs are to be issued, (b) the issuance and sale of the New Debentures and/or New MTNs, and (c) the purchase of the Subsidiary Notes, (iii) the Supplemental Indenture and any and all other documents to be used in connection with the issuance and sale of the New Debentures and/or the New MTNs shall have been duly executed and delivered and shall have become effective as therein provided, (iv) the New Debentures and/or New MTNs shall have been duly executed and authenticated and duly delivered for the consideration contemplated, (v) the Boards of Directors of each of the Participating Subsidiaries shall have duly authorized and approved the issuance and sale of the Subsidiary Notes to be issued by such Participating Subsidiary, (vi) the issuance of the Distribution Notes shall have received all required authorizations and approvals from the New York Public Service Commission and the Securities and Exchange Commission February 17, 1995 Page 3 Pennsylvania Public Utility Commission, (vii) the Subsidiary Notes shall have been duly executed and delivered for the consideration contemplated, and (viii) the Swap Agreement shall have been duly executed and delivered by National and shall have been duly authorized, executed and delivered by, and shall constitute legal, valid and binding obligations of, each Counterparty thereto: (A) All laws of the State of New Jersey applicable to the proposed transactions will have been complied with; (B) Insofar as New Jersey law is applicable, the New Debentures and/or New MTNs and the Swap Agreements will be valid and binding obligations of National enforceable in accordance with their terms, except as limited (x) by bankruptcy, ------ insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws of general application relating to or affecting creditors' rights and remedies, and (y) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief or any other equitable remedy and the concepts of materiality, commercial reasonableness, good faith, fair dealing and equitable subordination; (C) Insofar as New Jersey law is applicable, National will legally acquire the Subsidiary Notes; and (D) The legal rights of the holders of any securities issued by National will not have been violated. In rendering the opinions expressed in paragraphs 2(B), 2(C) and 2(D) hereof, we have assumed that the issuance and sale of the New Debentures and/or New MTNs will be in compliance with the restrictions on Funded Debt set forth in Section 6.05 of the Indenture. In so assuming, we have relied upon the representations set forth in the letter of Curtis W. Lee, Esq., dated the date hereof, a copy of which is attached hereto as Annex 1. We express no opinion concerning the applicability of state securities or "blue sky" laws (including, without limitation, the New Jersey Uniform Securities Law, as amended) to the issuance and sale of the New Debentures and/or New MTNs by National or to the distribution thereof by underwriters and agents. A copy of this opinion is being delivered to Reid & Priest LLP who, in rendering their opinion of even date herewith to the Securities and Exchange Commission, are hereby authorized to rely Securities and Exchange Commission February 17, 1995 Page 4 upon the opinions expressed herein to the same extent as if this opinion had also been addressed directly to them. We consent to the use of this opinion as an exhibit to the Application-Declaration. Very truly yours, /s/ Stryker, Tams & Dill STRYKER, TAMS & DILL Attachment cc: Reid & Priest LLP (w/attachment) Annex I National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 February 17, 1995 Stryker, Tams & Dill Two Penn Plaza East Newark, New Jersey 07105 Attention: Charles H. Friedrich, III, Esq. Re: Form U-1 Application-Declaration (File No. 70-8541) National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation National Fuel Resources, Inc. Seneca Resources Corporation Utility Constructors, Inc. --------------------------------------------------- Dear Mr. Friedrich: In connection with the above-referenced application or declaration on Form U-1, filed with the Securities and Exchange Commission, we confirm the following: 1) The capital stock of National Fuel Gas Company ("National") issued and outstanding on the date of this letter consists solely of common stock. 2) Stryker, Tams & Dill has participated in obtaining the authorization for the issuance of all outstanding debentures of National. 3) Stryker, Tams & Dill has participated in obtaining the authorizations for the issuance by National of all commercial paper, short-term notes, and/or long-term notes outstanding at the date of this letter. 4) National will not issue and sell not to exceed $350,000,000 in aggregate principal amount of New Debentures and/or New MTNs except in compliance with Section 6.05 of the Indenture dated as of October 15, 1974 from National to The Bank of New York (formerly Irving Trust Company), as Trustee, as amended and supplemented to date. Very truly yours, /s/ Curtis W. Lee Curtis W. Lee, Esq. General Manager EX-99 6 EXHIBIT F-3 OPINION OF RICHARD M. DIVALERIO Exhibit F-3 National Fuel Gas Company 10 Lafayette Square Buffalo, New York 14203 Mr. Richard M. DiValerio Secretary February 17, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form U-1 Application-Declaration (File No. 70-8541) National Fuel Gas Company National Fuel Gas Distribution Corporation National Fuel Gas Supply Corporation National Fuel Resources, Inc. Seneca Resources Corporation Utility Constructors, Inc. --------------------------------------------------- Ladies and Gentlemen: This opinion relates to the joint application-declaration (the "Application-Declaration"), filed on December 29, 1994 by National Fuel Gas Company ("National"), National Fuel Gas Distribution Corporation ("Distribution"), National Fuel Gas Supply Corporation ("Supply"), National Fuel Resources, Inc. ("NFR"), Seneca Resources Corporation ("Seneca") and Utility Constructors, Inc. ("Utility Constructors") (five of National's subsidiary corporations) under the Public Utility Holding Company Act of 1935, as amended. To the extent that the Application- Declaration seeks authorization for the issuance and sale of not to exceed (i) $250,000,000 aggregate principal amount of unsecured notes by Distribution (the "Distribution Notes"), (ii) $150,000,000 aggregate principal amount of unsecured notes by Supply, (iii) $150,000,000 aggregate principal amount of unsecured notes by Seneca, (iv) $20,000,000 aggregate principal amount of unsecured notes by NFR and (v) $20,000,000 aggregate principal amount of unsecured notes by Utility Constructors (collectively, the "Notes"), in connection with National's issuance and sale of not to exceed $350,000,000 aggregate principal amount of debt securities, I am of the opinion that: 1. Distribution and NFR are corporations validly organized and duly existing under the laws of the State of New York. 2. Utility Constructors, Supply and Seneca are corporations validly organized and duly existing under the laws of the Commonwealth of Pennsylvania. -2- 3. If (i) the proposed transactions are consummated as contemplated by the Application-Declaration and in accordance with the terms of the order or orders of the Securities and Exchange Commission with respect thereto, (ii) the Boards of Directors of Distribution, Supply, Seneca, NFR and Utility Constructors shall have duly authorized and approved the issuance and sale of the Notes to be issued by their respective corporations, (iii) the documents to be issued in connection with the proposed transactions have been duly executed and delivered, (iv) the issuance and entering into of the Distribution Notes shall have been authorized by the Public Service Commission of the State of New York and the Pennsylvania Public Utility Commission, and (v) the Notes shall have been duly executed for the consideration contemplated: A. All state laws applicable to the proposed transactions will have been complied with; B. The Notes will be valid and binding obligations of the respective issuing corporation, enforceable in accordance with their terms, subject as to enforceability to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights and remedies, and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation (a) the possible unavailability of specific performance, injunctive relief or any other remedy, and (b) concepts of materiality, reasonableness, good faith and fair dealing and equitable subordination; C. National will legally acquire the Notes; and D. The legal rights of the holders of any securities issued by National, Distribution, Supply, Seneca, NFR and Utility Constructors will not be violated by the proposed transactions. I consent to the use of this opinion as an exhibit to the Application or Declaration. Very truly yours, /s/ Richard M. DiValerio ------------------------ Richard M. Divalerio EX-99 7 EXHIBIT I-1 SCHED. OF ESTIMATED FEES AND EXPENSES Exhibit I-1 Schedule of Estimated Fees and Expenses SEC Filing Fees [($130,000,000 x 1/29 of 1%) + $2,000)] $46,828 Printing and Engraving Expenses 55,000 Accounting Fees and Expenses 60,000 Fees and Expenses of Trustee 35,000 Rating Agency Fees 200,000 Blue Sky Fees and Expenses 15,000 Counsel Fees: Reid & Priest LLP 250,000 Stryker, Tams & Dill (N.J. Counsel) 25,000 Winthrop, Stimson, Putnam & Roberts 175,000 Miscellaneous and incidental expenses including travel, telephone and postage 20,000 TOTAL $881,828 ======= In connection with the sale of each New MTN, National will pay each agent a commission, in the form of a discount, equal to a percentage of the principal amount of each New MTN sold by National as a result of a solicitation made by such agent. The commissions are expected to range from .125% to .75% of the principal amount of each New MTN depending upon its maturity. The range of commissions is broad because the agents enhance the marketability of MTNs by providing an active secondary market for MTNs, which results in liquidity for investors. Longer maturities involve more risk to an agent providing a secondary market because price volatility increases as the maturity increases. In connection with the sale of each New Debenture, National will pay each underwriter a commission, in the form of a discount, equal to a percentage of the principal amount of each New Debenture sold. The commissions are expected to range from .125% to 1.0% of the principal amount of each New Debenture depending upon its maturity. -----END PRIVACY-ENHANCED MESSAGE-----