UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
- ------------------------------------------------------
In the Matter of
NATIONAL FUEL GAS COMPANY FIRST
NATIONAL FUEL GAS DISTRIBUTION CORPORATION CERTIFICATE
NATIONAL FUEL GAS SUPPLY CORPORATION PURSUANT TO
SENECA RESOURCES CORPORATION RULE 24
UTILITY CONSTRUCTORS, INC.
HIGHLAND LAND & MINERALS, INC.
LEIDY HUB, INC.
DATA-TRACK ACCOUNT SERVICES, INC.
NATIONAL FUEL RESOURCES, INC.
HORIZON ENERGY DEVELOPMENT, INC.
SENECA INDEPENDENCE PIPELINE COMPANY
NIAGARA INDEPENDENCE MARKETING COMPANY
UPSTATE ENERGY INC., F/N/A NIAGARA ENERGY TRADING INC.
File No. 70-9153
(Public Utility Holding Company Act of 1935)
- ------------------------------------------------------
THIS IS TO CERTIFY, pursuant to Rule 24, that certain transactions proposed
by National Fuel Gas Company ("National"), and its subsidiaries: National Fuel
Gas Distribution Corporation ("Distribution Corporation"), National Fuel Gas
Supply Corporation ("Supply Corporation"), Seneca Resources Corporation
("Seneca"), Utility Constructors, Inc. ("UCI"), Highland Land & Minerals, Inc.
("Highland"), Leidy Hub, Inc. ("Leidy"), Data-Track Account Services, Inc.
("Data-Track"), National Fuel Resources, Inc. ("NFR"), Horizon Energy
Development, Inc. ("Horizon Energy"), Seneca Independence Pipeline Company
("SIP"), Niagara Independence Marketing Company ("NIM"), and Upstate Energy Inc,
formerly known as Niagara Energy Trading Inc. ("NET") (collectively, the
"Subsidiaries"), in their Application-Declaration on Form U-1, as amended,
("Application-Declaration")in SEC File No. 70-9153, have been carried out in
accordance with the terms and conditions, and for the purposes as represented by
said Application-Declaration, and the Order of the Securities and Exchange
Commission ("Commission") (HCAR No. 35-26847 dated March 20, 1998) with respect
thereto.
<PAGE>
1. EXTERNAL FINANCING BY NFG
- ----------------------------
a. Short-term Debt
---------------
BORROWING BY NATIONAL
- ---------------------
National borrowed funds to be used for its own corporate purposes by
issuing commercial paper and/or short-term notes (in all cases having maturities
of no more than 270 days) to banks or other financial institutions during the
quarter ended March 31, 1998 ("Quarter"):
-----------------------------------------------------------
Maximum Level Minimum Level
At Beginning At End of Such Short- of Such Short-
of Quarter of Quarter term Debt term Debt
------------ ---------- -------------- --------------
$800,000 $35,000,000 $36,700,000 $800,000
b. Long-term securities
--------------------
(1) Long-Term Debt Securities; Preferred Stock
During the Quarter, National did not issue long-term debt securities (i.e.
debt with maturities in excess of 270 days) or preferred stock.
(2) Stock Issuance Plans
During the Quarter, National issued the following shares of common
stock through the following plans ("Stock Issuance Plans"):
<PAGE>
Number of Shares Exchanged
Number of as Consideration for Share
Name of Plan Shares Issued Issuances
- -------------------------- ------------- --------------------------
Customer Stock 0 NA
Purchase Plan
Dividend Reinvestment
and Stock Purchase Plan 0 NA
Tax Deferred Savings
Plans [401(k)] 0 NA
Retainer Policy for
Outside Directors 723 NA
1997 Award & Option Plan 0 0
1993 Award and Option Plan 5,174 350
1984 Stock Plan 62,439 16,996
1983 Incentive Stock
Option Plan 4,499 547
Total Number of
Shares Issued/Exchanged 72,835 17,893
Net New Shares 54,942
Aggregate Consideration received upon issuance of 72,835 shares: $1,053,578.
The purpose of National's Customer Stock Purchase Plan and its Dividend
Reinvestment and Stock Purchase Plan is to promote the long-term ownership of
National's common stock by allowing for the purchase thereof directly from
National, through cash purchases and through reinvestment of cash dividends.
The purpose of National's two Tax-Deferred Savings Plans is to encourage
employees of National and of its Subsidiaries to provide for their retirement
needs by providing opportunities for long-term capital accumulation, to promote
ownership of National's common stock among employees, to provide an attractive
employee benefit, and to keep National's employee benefit program competitive
with programs offered by other corporations.
<PAGE>
The purpose of National's Retainer Policy for Outside Directors is to pay
outside directors a portion of their annual retainer in common stock of
National. This promotes the long-term ownership of National's common stock by
outside directors.
National adopted its four award and option plans in order to attract,
retain and motivate key employees of outstanding ability. These plans were
intended to provide an incentive to key employees to maximize the long-range
profits, revenues, and financial integrity of National by increasing the
personal stake of those employees in the continued success and growth of
National, and by providing significant incentives to their continuation of
employment at National and its Subsidiaries.
(3) Compliance With Parameters Concerning Long-Term Securities
During the Quarter, all long-term debt of National had bond ratings of
"investment grade", and National's common equity (as reflected in its Form 10-Q)
did not fall below 30% of National's consolidated capitalization.
c. Hedging Transactions
--------------------
During the Quarter, National did not enter into any hedges or other
derivative transactions either pursuant to a Hedge Program or an Anticipatory
Hedge Program.
d. Other Securities
----------------
During the Quarter, National did not issue other types of securities
("Other Securities").
2. MONEY POOL
----------
During the Quarter, National coordinated the borrowing requirements of the
Subsidiaries through the system money pool ("Money Pool"). Money Pool activities
included:
a. National sold commercial paper during the Quarter, through Merrill
Lynch Money Markets, Inc. and/or Chase Securities, Inc. The proceeds were loaned
by National to certain Subsidiaries that borrowed through the Money Pool during
the Quarter.
<PAGE>
Commercial Paper Outstanding (Money Pool)
-----------------------------------------------------------
Maximum Amount Minimum Amount
At Beginning At End Outstanding Outstanding
of Quarter of Quarter During Quarter During Quarter
------------ ---------- -------------- --------------
$55,000,000 $95,000,000 $95,000,000 $45,000,000
b. National issued short-term notes to banks or other financial
institutions during the Quarter. The proceeds thereof were loaned by National to
certain Subsidiaries that borrowed through the Money Pool during the Quarter.
National's External Bank/Financial Institution Borrowings
Outstanding (Money Pool)
-----------------------------------------------------------
Maximum Amount Minimum Amount
At Beginning At End Outstanding Outstanding
of Quarter of Quarter During Quarter During Quarter
------------ ---------- -------------- --------------
$162,000,000 $243,000,000 $243,000,000 $93,000,000
c. The maximum aggregate amount of external short-term debt borrowed by
National (for its own use and for the Money Pool) at any time during the Quarter
was $373,800,000, and the maximum aggregate amount that National and its
Subsidiaries lent to other Subsidiaries participating in the Money Pool at any
time during the Quarter was $357,500,000.
d. The following table lists cash balances that National and certain
Subsidiaries (i.e., Subsidiaries with surplus funds) loaned to other
Subsidiaries that borrowed through the Money Pool during the Quarter:
Cash Balances Loaned Through the Money Pool
-----------------------------------------------------------
At Beginning At End
of Quarter of Quarter Maximum Minimum
------------ ---------- ------- -------
National $9,300,000 $14,400,000 $16,500,000 $7,100,000
Distribution 0 0 0 0
Supply 0 0 0 0
Seneca 0 0 0 0
UCI 1,000,000 900,000 1,000,000 900,000
Highland 1,300,000 0 1,400,000 0
Leidy 0 700,000 700,000 0
Data-Track 500,000 500,000 500,000 500,000
NFR 100,000 2,200,000 3,700,000 0
Horizon Energy 0 0 0 0
SIP 0 0 0 0
NIM 0 0 0 0
NET 0 0 0 0
e. The following table lists cash balances that the certain Subsidiaries
borrowed through the Money Pool during the Quarter. National does not borrow
from its Subsidiaries through the Money Pool or otherwise.
<PAGE>
Borrowings from the Money Pool
------------------------------------------------------------
At Beginning At End Maximum Minimum
of Quarter of Quarter Borrowed Borrowed
------------ ---------- -------- --------
Distribution $93,500,000 $ 40,600,000 $ 93,700,000 $12,500,000
Supply 18,900,000 22,700,000 32,200,000 15,100,000
Seneca 71,100,000 220,900,000 220,900,000 68,100,000
UCI 0 0 0 0
Highland 0 0 0 0
Leidy 300,000 500,000 500,000 0
Data-Track 0 0 0 0
NFR 0 0 4,500,000 0
Horizon Energy 45,400,000 72,300,000 72,600,000 45,300,000
SIP 0 0 0 0
NIM 0 0 0 0
NET 0 500,000 500,000 0
3. USE OF PROCEEDS
---------------
National has used the proceeds of the aforementioned issuances of
short-term debt and long-term securities, and the borrowing Subsidiaries have
used the proceeds of their Money Pool borrowings, for capital expenditures,
working capital needs, for the retirement or redemption of securities, or for
other general corporate purposes.
4. EXTERNAL FINANCING BY DISTRIBUTION
----------------------------------
During the Quarter, Distribution did not engage in external financing.
5. FINANCING ENTITIES
------------------
During the Quarter, National and its nonutility Subsidiaries did not
organize new corporations, trusts, partnerships or other entities created for
the purpose of facilitating financing.
<PAGE>
6. GUARANTEES BY NATIONAL
----------------------
During the Quarter, National made guarantees on behalf of its Subsidiaries
in the aggregate amount of $51,000,000. Guarantees issued from March 20, 1998
through March 31, 1998, totaled $1,000,000. The maximum amount of guarantees or
credit support that National provided to its Subsidiaries at any time during the
Quarter was $75,493,233.
All guarantees relate to gas transportation, purchases or sales, or other
agreements relating to the Subsidiaries' existing businesses.
7. ACQUISITIONS OF EWG'S, FUCOS AND RULE 58 COMPANIES
--------------------------------------------------
During the Quarter, neither National nor any of its Subsidiaries made any
investments in entities that constituted EWG's or FUCO's at such time, and did
not make any investments in energy-related companies and gas-related companies
under Rule 58.
8. PREVIOUS FILINGS
----------------
The Application - Declaration in File No. 70-9153, and the related order,
deal with a broad array of actual and potential financing activities, which
previously had been authorized pursuant to several applications or declaration
on Form U-1 ("Previous Filings"). These Previous Filings were either formally
superseded by and incorporated into File No. 70-9153, or the transactions
referenced in the previous filings were otherwise made part of and authorized by
Applicant-Declaration and the related order. Consequently, this Rule 24
Certificate shall constitute a final Rule 24 Certificate respecting the
following Previous Filings:
File No. 70-8975 (1997 Award & Option Plan)
File No. 70-8943 (Retainer Policy for Outside Directors)
File No. 70-8729 (System Money Pool)
File No. 70-8657 (Customer Stock Purchase Plan)
File No. 70-8579 (Dividend Reinvestment and Stock Purchase Plan)
File No. 70-8251 (Guarantees)
File No. 70-8109 (1993 Award and Option Plan)
File No. 70-7674 (Tax-Deferred Savings Plans)
File No. 70-7581 (1984 Stock Plan and 1993 Incentive Stock Option Plan)
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this First Certificate
Pursuant to Rule 24 to be signed on their behalf by the undersigned thereunto
duly authorized.
NATIONAL FUEL GAS COMPANY
By /s/ Philip C. Ackerman
---------------------------------
Philip C. Ackerman
Senior Vice President
NATIONAL FUEL GAS DISTRIBUTION
CORPORATION
By /s/ Philip C. Ackerman
---------------------------------
Philip C. Ackerman
President
SENECA RESOURCES CORPORATION
By /s/ G. T. Wehrlin
---------------------------------
G. T. Wehrlin
Controller
NATIONAL FUEL GAS SUPPLY CORPORATION
By /s/ Richard Hare
---------------------------------
Richard Hare
President
NATIONAL FUEL RESOURCES, INC.
By /s/ Robert J. Kreppel
---------------------------------
Robert J. Kreppel
President
UTILITY CONSTRUCTORS, INC.
By /s/ Philip C. Ackerman
---------------------------------
Philip C. Ackerman
President
<PAGE>
HORIZON ENERGY DEVELOPMENT INC.,
By /s/ Philip C. Ackerman
---------------------------------
Philip C. Ackerman
President
HIGHLAND LAND & MINERAL, INC.
By /s/ Philip C. Ackerman
---------------------------------
Philip C. Ackerman
President
DATA-TRACK ACCOUNT SERVICE, INC.
By /s/ Philip C. Ackerman
---------------------------------
Philip C. Ackerman
President
LEIDY HUB, INC.
By /s/ G. T. Wehrlin
---------------------------------
G. T. Wehrlin
Secretary/Treasurer
SENECA INDEPENDENCE PIPELINE COMPANY
By /s/ Richard Hare
--------------------------------
Richard Hare
President
NIAGARA INDEPENDENCE MARKETING COMPANY
By /s/ C. H. Friedrich
---------------------------------
C. H. Friedrich
Treasurer
UPSTATE ENERGY INC.
By /s/ C. H. Friedrich
---------------------------------
C. H Friedrich
Treasurer
NATIONAL FUEL GAS COMPANY
AND PARTICIPATING SUBSIDIARIES
AGREEMENT REGARDING THE
OPERATION OF, AND PARTICIPATION IN,
THE NATIONAL FUEL GAS SYSTEM MONEY POOL
("MONEY POOL")
WHEREAS, National Fuel Gas Company ("National") has provided and/or
arranged for the short-term (periods not exceeding 270 days) financing needs of
itself and its subsidiary companies (the "National Fuel Gas System" or "System")
from time to time; and
WHEREAS, the Securities and Exchange Commission ("Commission") has,
from time to time, authorized National to arrange for, and coordinate, the
short-term cash borrowing needs and investment of excess short-term cash
reserves of itself and its subsidiary companies on a System-wide (intercompany)
pooled basis;
NOW, THEREFORE, National and each of the undersigned "Participating
Subsidiaries" have signed this agreement ("Agreement") to set forth the terms of
the operation of the National Fuel Gas System Money Pool ("Money Pool") and the
participation therein of National (as administrator of, and as a lender to, the
Money Pool) and of each of its subsidiaries (as lenders to and/or borrowers from
the Money Pool) that now are, or shall subsequently become participants therein
by signing this Agreement or an amendment hereto ("Participant").
ARTICLE I
GENERAL
1. National hereby undertakes to operate the Money Pool on behalf of the
Participants. National undertakes to maintain as Exhibit "A" to this
Agreement, a list of each Participant in the Money Pool.
2. This Agreement sets forth the procedures regarding the operation of
the Money Pool and the methods for each Participant to receive
short-term loans from the Money Pool or to deposit temporary short-term
excess cash reserves ("Surplus Cash") in the Money Pool for the use by
other Participants.
<PAGE>
3. This Agreement shall always be subject to the provisions of the Public
Utility Holding Company Act of 1935, as it may be amended from time to
time, (the "Act") any Rules promulgated under the Act, and any Orders
issued from time to time by the Commission under the Act.
4. Upon payment of all outstanding loans from the Money Pool, accrued
interest, or its allocable share of fees to National, any Participant
may terminate its participation in the Money Pool pursuant to this
Agreement at any time.
ARTICLE II
CREDIT FACILITIES, BORROWINGS, DEPOSITS
1. National hereby undertakes to arrange with various lenders, banks,
brokers, and other financial institutions (collectively referred to as
"Creditors") various borrowing facilities, including, but not limited
to: short-term lines of credit, demand credit facilities, revolving
lines of credit, committed credit facilities, and commercial paper
facilities ("Credit Facilities"). The Creditors and the types of, and
borrowing limits under, the various Credit Facilities shall be
determined by National from time to time, and may be subject to change,
depending on market conditions. National shall prepare, maintain and
make available to each Participant, an Exhibit "B" to this Agreement
listing each Creditor and the borrowing limit of each Credit Facility
available from time to time, that make up the external sources of funds
available to the Money Pool.
2. The Credit Facilities may be utilized by National for its own
corporate needs, separate and apart from their utilization for the
Money Pool under this Agreement.
3. Each Participant agrees to keep National advised of its borrowing
needs and/or Surplus Cash position. National shall utilize such
information to determine the overall borrowing needs or Surplus Cash
position of the consolidated National Fuel Gas System and coordinate
borrowings under the Credit Facilities to meet those borrowing needs or
arrange for the investment of Surplus Cash on behalf of the
Participants.
4. If any Participant has Surplus Cash in excess of its immediate needs,
it may deposit such Surplus Cash in the Money Pool. National, as agent
for the Participants, shall pool such Surplus Cash with all other funds
available when determining the amount that must be borrowed under the
Credit Facilities from day to day.
<PAGE>
5. Subject to any individual maximum borrowing limit imposed by the
Commission, or any lower limit that may be imposed by National, in its
sole discretion, from time-to-time, and indicated on Exhibit "A", and
further subject to any limits that may be imposed on a consolidated
System basis and have an effect on an individual Participant's
borrowing limit, each Participant shall be entitled, on request, to
borrow from the Money Pool various amounts in $100,000 increments
("Loans"), and for such period as determined by the Participant.
6. All Loans by a Participant from the Money Pool shall be evidenced by a
Demand Grid Note in the form of Exhibit "C" to this Agreement.
7. All deposits of Surplus Cash in the Money Pool by National or a
Participant shall be evidenced by an Intrasystem Grid Evidence of
Deposit in the form of Exhibit "D" to this Agreement.
ARTICLE III
DETERMINATION OF BORROWING RATES
1. National will calculate, on a daily basis, the interest rate ("Daily
Rate") applicable to all borrowings by Participants from the Money
Pool.
2. The Daily Rate shall be calculated by National as follows:
a) If only internal funds (Surplus Cash from National and/or
Participants) make up the funds available in the Money Pool,
the Daily Rate will be the rate for high-grade unsecured
30-day commercial paper sold through dealers as quoted in the
Wall Street Journal.
b) If only external funds (funds borrowed by National under
established Credit Facilities) make up the funds available in
the Money Pool, the Daily Rate will be equal to National's net
weighted daily average cost for such external borrowings.
c) In cases where Surplus Cash from National and/or Participants
and external funds concurrently make up the funds available in
the Money Pool, the Daily Rate will be equal to National's net
weighted daily average cost for external borrowings as
calculated in (b) above.
<PAGE>
d) The Daily Rate calculated by National shall be computed on the
basis of 360-day year. For all borrowings under any commercial
paper Credit Facility, or other Credit Facility that utilizes
a discount method, National shall calculate an interest rate
(again on the basis of a 360-day year) corresponding to the
discounts attributable to such borrowings, and such interest
cost shall be factored into the Daily Rate on the basis of the
face, or principal, amount of such instrument.
3. The Daily Rate shall be applied to the aggregate principal amount of
any Loan of a Participant that remains outstanding at the end of the
day.
4. If any interest or principal payment of a Participant becomes past
due, a default rate, equal to 2% per annum above the Daily Rate may be
assessed to the Participant by National upon the unpaid principal
amount of the Loan.
ARTICLE IV
DETERMINATION OF DEPOSIT RATES
1. Subject to paragraph 3 below, all Surplus Cash deposited in the Money
Pool by National or a Participant, shall earn interest at the Daily
Rate as calculated by National pursuant to Article III.
2. The Daily Rate shall be applied to the aggregate principal amount of
any deposit of Surplus Cash that remains in the Money Pool at the end
of any day.
3. If, at any time, there is more Surplus Cash deposited by the
Participants in the Money Pool than is needed by other Participants, or
if National is unable to utilize any portion of Surplus Cash to repay
fixed term borrowings under the Credit Facilities (such increment of
Surplus Cash to be referred to as "Excess Surplus Cash"), National, as
Agent for the Participants that deposited such Excess Surplus Cash,
shall invest such Excess Surplus Cash in:
a) Securities of, or securities the principal or interest of
which is guaranteed by, the United States, a State, or a
political subdivision of a State, or any agency, authority, or
instrumentality of any one or more of the foregoing, or any
corporation which wholly owned, directly or indirectly, by any
one or more of the foregoing (Act Section 9 (c) (1)), or
b) Any bond or other evidence of indebtedness issued by any
non-associate company which qualifies as a legal investment:
<PAGE>
(i) for trust funds and described in New York
Banking Law, Sections 14 and 100-c, or
(ii) for savings banks under the New York Banking
Law, Section 235,
and as may be further defined in Volume 3 of the New York
Codes of Rules and Regulations (Rule 40 (a) (1)); or
c) Any prime commercial paper, trade acceptance or bank
certificate of deposit maturing within 12 months from the date
of issuance or payable in not more than 60 days after demand
(Rule 40 (a) (2)).
All interest accrued on such investments shall be allocable to the
Participant that deposited such Excess Surplus Cash in the Money Pool.
ARTICLE V
RECORD OF CURRENT ACCOUNTS
1. National shall maintain a current daily accounting of all Loans from
or deposits of Surplus Cash in the Money Pool by each Participant. Such
accounting shall be maintained in electronic format and shall indicate
the Daily Rate in effect from time to time. In addition, such
electronic formatting shall be used to update both the Demand Grid Note
executed by a Participant or an Intrasystem Grid Evidence of Deposit
executed by National as Agent for the Money Pool.
2. Upon request, National shall provide any Participant copies of such
current accounting.
ARTICLE VI
INTEREST PAYMENTS
1. All accrued and unpaid interest on all Loans from the Money Pool shall
be payable monthly by each Participant until the principal amount of
the Loan has been fully repaid. In instances where National is required
to make an interest payment to a Creditor under a Credit Facility at
any point during a month, National may request each Participant to make
an interim interest payment to fund such a payment to a Creditor.
<PAGE>
2. Accrued interest on all deposits in the Money Pool by National or a
Participant shall be disbursed to the appropriate party on a monthly
basis. National shall be entitled to apply any such interest payable
against any outstanding interest receivable that may be due for Loans
that may have been outstanding by a Participant at other times during
that month.
ARTICLE VII
AVAILABILITY OF FUNDS TO PARTICIPANTS
1. Based on the individual funding requirements communicated by each
Participant to National from time to time, National shall endeavor to
arrange borrowings under the Credit Facilities so that the funding
requirements of each Participant may be fully satisfied.
2. If National acquires funds for the Money Pool under the Credit
Facilities on a discount basis, the face, or principal amount of such
funds shall be considered available to the Money Pool at the Daily Rate
as calculated by National pursuant to Article III.
3. To the extent that there are ever more short-term funding requirements
than National is able to satisfy from the Money Pool on any given day,
the following funding preferences shall be followed:
a) Each Participant shall always have a first preference
to Surplus Cash that it may have deposited in the
Money Pool and that is evidenced by an Intrasystem
Grid Evidence of Deposit.
b) To the extent that each Participant has utilized to
its desired extent, its first preference to call on
any of its Surplus Cash previously deposited in the
Money Pool, National Fuel Gas Distribution
Corporation shall have the borrowing priority
(subject to any maximum borrowing limits imposed by
the Commission or National) over all other
Participants.
c) Subject to the discretion of National, in order to
optimize System borrowing activities, all other
borrowing requests shall be funded on a first come,
first served basis.
4. National may not borrow any funds from the Money Pool. However, as set
out in Article II, 2. above, National may separately use the Credit
Facilities for its own corporate needs.
<PAGE>
5. Each Participant agrees that it shall not use any of the funds
borrowed from the Money Pool to make any investment in a foreign
utility company (as such term is defined in the Act).
ARTICLE VIII
REPAYMENT OF LOANS
1. All Loans are payable upon demand by National.
2. Subject to paragraph 3 below, each Participant shall have the right at
any time to fully repay to the Money Pool any outstanding Loan.
3. From time to time, based on the information given by Participants to
National regarding their borrowing needs and/or Surplus Cash position,
National, as Agent for the Money Pool, may borrow funds under the
Credit Facilities for a fixed period or term. Such fixed term
borrowings will be utilized by National only if it is reasonably
anticipated that the funds will be needed among the Participants for
the entire fixed term. If, nonetheless, a Participant intends to repay
a Loan, and at such time there is no borrowing under a Credit Facility
that is immediately payable or prepayable, National shall nonetheless
accept receipt of the funds from such Participant and invest such funds
on behalf of such Participant in accordance with the procedures set out
in Article IV.3.
ARTICLE IX
FEES AND EXPENSES
1. From time to time, it may be necessary for National to incur commitment
or similar fees with respect to the Credit Facilities. Similarly,
National may be required to maintain compensating balances with a
Creditor under any of the Credit Facilities. National agrees that any
such fees incurred will not exceed one-half of one percent (0.50%) of
the average daily Credit Facility available, and that any compensating
balances will not exceed twenty percent (20%) of the Credit Facility.
2. National shall allocate the fees and expenses incurred with respect to
the Credit Facilities, and other minor expenses incurred for the
operation and maintenance of the Money Pool, among all Participants and
shall include such fees and expenses as an item on the monthly billings
of interest and expenses to the Participants.
<PAGE>
3. The allocation of expenses incurred during a particular billing period
shall be made by utilizing the most recently available quarterly
consolidating financial statement. Each Participant's share of expenses
shall be a fraction of the total expenses. The numerator for each
Participant of such fraction will be the respective per book
capitalization plus the average daily balance of short-term borrowings
outstanding during the twelve months ended as of the date of the
financial statement utilized. The denominator of such fraction will be
the total of all the numerators used in the calculation.
ARTICLE X
TERM, GOVERNING LAW
1. Subject to any Participants right to terminate participation under this
Agreement as set out in Article I, 4, this Agreement shall remain in
effect through December 31, 2002, or such later date as may be approved
by National and each Participant.
2. Notwithstanding the termination of participation in the Money Pool by
any Participant, this Agreement shall remain in effect with respect to
all other Participants.
3. This Agreement may be amended or superseded at any time, by a written
instrument signed by National and each Participant.
4. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
as the day and year first above written.
NATIONAL FUEL GAS COMPANY
By: /s/ P. C. Ackerman
-------------------------------------
P. C. Ackerman, Senior Vice President
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
By: /s/ P. C. Ackerman
-------------------------------------
P. C. Ackerman, President
<PAGE>
NATIONAL FUEL GAS SUPPLY CORPORATION
By: /s/ R. Hare
-------------------------------------
R. Hare, President
SENECA RESOURCES CORPORATION
By: /s/ J. A. Beck
-------------------------------------
J. A. Beck, President
HIGHLAND LAND AND MINERALS, INC.
By: /s/ P. C. Ackerman
-------------------------------------
P. C. Ackerman, President
LEIDY HUB, INC.
By: /s/ W. E. DeForest
-------------------------------------
W. E. DeForest, President
DATA-TRACK ACCOUNT SERVICES, INC.
By: /s/ P. C. Ackerman
-------------------------------------
P. C. Ackerman, President
HORIZON ENERGY DEVELOPMENT, INC.
By: /s/ P. C. Ackerman
-------------------------------------
P. C. Ackerman, President
<PAGE>
NATIONAL FUEL RESOURCES, INC.
By: /s/ R. J. Kreppel
-------------------------------------
R. J. Kreppel, President
UTILITY CONSTRUCTORS, INC.
By: /s/ P. C. Ackerman
-------------------------------------
P. C. Ackerman, President
NIAGARA ENERGY TRADING INC.
By: /s/ J. A. Beck
-------------------------------------
J. A. Beck, President
NIAGARA INDEPENDENCE MARKETING COMPANY
By: /s/ J. A. Beck
-------------------------------------
J. A. Beck, President
SENECA INDEPENDENCE PIPELINE COMPANY
By: /s/ R. Hare
-------------------------------------
R. Hare, President
<PAGE>
EXHIBIT "A"
Effective as of March 23, 1998
Superseded
--------------------
NATIONAL FUEL GAS SYSTEM
MONEY POOL
Maximum Borrowing Limit*
Participants ($000,000's)
- ------------ ------------------------
National Fuel Gas Distribution Corporation 500
National Fuel Gas Supply Corporation 500
Seneca Resources Corporation 400
National Fuel Resources, Inc. 250
Horizon Energy Development, Inc. 250
Seneca Independence Pipeline Company 180
Niagara Independence Marketing Company. 180
Niagara Energy Trading Inc. 180
Highland Land & Minerals, Inc. 150
Leidy Hub, Inc. 25
Data-Track Account Services, Inc. 10
Utility Constructors, Inc. 10
- --------------------------------------------------------------------------------
*Note: The maximum borrowing limit of each Participant is subject to an
aggregate borrowing limit by all Participants of $750,000,000 as set
out in the Order of the Securities and Exchange Commission dated March
20, 1998 (HCAR No.26847).
<PAGE>
EXHIBIT "B"
Effective as of March 23, 1998
Superseded
--------------------
<TABLE>
NATIONAL FUEL GAS SYSTEM
MONEY POOL
External Credit Facilities Established
and Utilized by National Fuel Gas Company
to Fund the System Money Pool
-----------------------------
<CAPTION>
Facility Limit
Creditor Facility Type ($000,000's)
-------- ------------- ------------
<S> <C> <C>
The Chase Manhattan Bank Issued Through ) Commercial Paper Program
Chase Securities, Inc. And/or ) and Back-Up Committed
Merrill Lynch Money Markets, Inc. ) Revolving Line 130
Banca Nazionale del Lavoro Discretionary 20
Bank of Tokyo-Mitsubishi, Ltd. Discretionary 50
The Chase Manhattan Bank Discretionary 150
Citibank, N.A. Discretionary 75
Fleet Bank of New York, N.A. Discretionary 70
The Industrial Bank of Japan, Limited Discretionary 35
Manufacturers and Traders Trust Company Discretionary 70
Marine Midland Bank, N.A. Discretionary 100
Wood Street Funding Corporation Discretionary 75
</TABLE>
<PAGE>
EXHIBIT "C"
Effective as of March 23, 1998
Superseded
--------------------
NATIONAL FUEL GAS SYSTEM
MONEY POOL
Demand Grid Note for
Intrasystem Money Pool Advances
For amounts up to ((Dollars)) Buffalo, New York
(See attached schedule for principal amount March 23, 1998
outstanding at any time.)
FOR VALUE RECEIVED, the undersigned, ((Participant)) a ((Company))
corporation, (the "Company"), hereby unconditionally promises to pay on demand
or in any event by December 31, 2002 to the order of National Fuel Gas Company
("National"), in its capacity as Agent of the National Fuel Gas System Money
Pool (the "Money Pool") and for the benefit of any Creditor or Participant that
may have deposited Surplus Cash in the Money Pool, at National's offices located
at 10 Lafayette Square, Buffalo, New York 14203, in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid
principal amount of all Loans (that are posted on the schedule annexed hereto
and made a part hereof) made from the Money Pool to the Company pursuant to the
terms of an Order issued by the Securities and Exchange Commission dated March
20, 1998 (HCAR No. 26847) and/or any subsequent applicable orders of the
Commission.
The Company further agrees to pay accrued interest in like money at
such office that may accrue on the unpaid principal amount hereof from time to
time from the date hereof at the Daily Rate as determined by National under the
terms of the Money Pool Agreement dated as of March 23, 1998, and signed by
National and Company. Interest shall be payable monthly in arrears and upon
payment (including prepayment) in full of the unpaid principal amount hereof. If
applicable, a default rate equal to 2% per annum above the Daily Rate may be
assessed on the unpaid principal amount if any interest or principal payment
becomes past due.
This Note shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of New York without regard to conflicts
of laws principles, except as preempted by Federal law. Capitalized terms used,
but not defined herein shall have the meaning defined in the National Fuel Gas
System Money Pool Agreement dated as of March 23, 1998.
<PAGE>
EXHIBIT "C"
Effective as of March 23, 1998
Superseded
--------------------
IN WITNESS WHEREOF, ((Participant)) pursuant to due authorization has
caused this Note to be executed in its name and on its behalf by its duly
authorized officer, as of the 23rd day of March, 1998.
((Participant1))
By: ((Signature))
------------------------------
((By))
Title: ((Title))
---------------------------
<PAGE>
Attachment to EXHIBIT "C"
NATIONAL FUEL GAS SYSTEM MONEY POOL
DEMAND GRID NOTE
The total principal amount payable on demand by Participant to National
Fuel Gas Company, as Agent of the National Fuel Gas System Money Pool, on any
day shall be equal to the entry below under the column entitled "Principal
Amount" on such day.
<PAGE>
EXHIBIT "D"
Effective as of March 23, 1998
Superseded
--------------------
NATIONAL FUEL GAS SYSTEM
MONEY POOL
Intrasystem Grid Evidence of Deposit
------------------------------------
$ (see attached schedule for amount deposited at any time) Buffalo, New York
March 23, 1998
The undersigned, National Fuel Gas Company, a New Jersey corporation,
("National"), in its capacity as Agent of the funds deposited in the National
Fuel Gas System Money Pool (the "Money Pool"), hereby acknowledges receipt of
the aggregate unpaid principal amount of all amounts deposited in the Money Pool
(such amount that is posted on the schedule annexed hereto and made a part
hereof) by ((Participant)) ("Participant") pursuant to the terms of an Order
issued by the Securities and Exchange Commission dated March 20, 1998 (HCAR No.
26847) and/or any subsequent applicable orders of the Commission.
Under the terms of the Money Pool Agreement dated as of March 23, 1998,
National, as Agent under the Money Pool shall accrue interest on the unpaid
principal amount hereof from time to time from the date at the Money Pool Daily
Rate. Interest shall be payable monthly in arrears and upon payment (including
prepayment) in full of the unpaid principal amount hereof. Upon demand by
Participant for payment, National will make demand upon other Participants for
such payment, or in its discretion draw funds under its Credit Facilities order
to repay Participant. Capitalized terms used, but not defined herein, shall have
the meaning defined in the National Fuel Gas System Money Pool Agreement dated
as of March 23, 1998.
IN WITNESS WHEREOF said National Fuel Gas Company pursuant to due
authorization has caused this Intrasystem Grid Evidence of Deposit to be
executed on behalf of the National Fuel Gas Intrasystem Money Pool by its duly
authorized officers, all as of March 23, 1998.
National Fuel Gas Company,
as Agent of the National Fuel
Gas System Money Pool
By: /s/ G. T. Wehrlin
-------------------------------------
G. T. Wehrlin
Title: Controller
----------------------------------
<PAGE>
Attachment to EXHIBIT "D"
NATIONAL FUEL GAS SYSTEM MONEY POOL
INTRASYSTEM GRID EVIDENCE OF DEPOSIT
The total principal amount payable on demand by National Fuel Gas
Company, as agent of the National Fuel Gas System Money Pool, to ((Participant))
on any day shall be equal to the entry below under the column entitled
"Principal Amount" on such day.
