Exhibit B-1
NATIONAL FUEL GAS COMPANY
Medium-Term Notes, Series D
TERMS AGREEMENT
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August 7, 1997
National Fuel Gas Company
00 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Dear Ladies and Gentlemen:
Subject to the terms and conditions set forth herein,
Bear, Xxxxxxx & Co. Inc. (the "Purchaser") agrees to purchase
from National Fuel Gas Company (the "Company"), and the Company
agrees to sell to the Purchaser, $100,000,000 principal amount of
the Company's Medium-Term Notes, Series D having the terms set
forth below (the "Offered Notes") at a purchase price equal to
99.5% of the principal amount thereof.
Principal Amount: $100,000,000
Interest Rate: 6.214%
Price to Public: See Below
Proceeds to the Company: $99,500,000
Settlement Date: August 12, 1997
Redemption Terms: Not Redeemable at the
option of the Company
Date of Maturity: August 12, 2027
Issue Date: August 12, 1997 (the Offered
Notes will bear interest
from August 12, 1997)
Interest Payment Dates: May 1 and November 1,
commencing November 1,
1997
Repayable at the option
of holder: Yes X No
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Repayment Date: August 12, 2002
Repayment Price: 100%
Election Period: June 13, 2002 through
July 13, 2002
Payment Terms: Wire transfer of immediately
available funds
Delivery of Offered Notes: Through the facilities of
The Depository Trust Company
Other Terms: The Offered Notes will
have such other terms as
set forth in the Form of
Non-Redeemable Note
approved by the Financing
Committee of the Board of
Directors of the Company
on August 7, 1997
The Purchaser requires that the Company deliver an
Officers' Certificate pursuant to Section 7(d) of the
Distribution Agreement dated September 30, 1996, between the
Company and each of the Purchaser and the other parties named
therein (the "Distribution Agreement").
The Company agrees that during the period ending on the
Settlement Date, it will not offer for sale, issue or sell, or
enter into any agreement to offer for sale, issue or sell, any
securities of the Company having terms substantially similar to
those of the Offered Notes.
The Company has been advised by the Purchaser that it
proposes to offer the Offered Notes to one or more investors or
other purchasers, including other dealers, from time to time in
one or more transactions, including negotiated transactions, at
varying prices related to prevailing market prices at the time of
resale.
The sale of the Offered Notes to the Purchaser is being
made pursuant to the terms of Section 11 of the Distribution
Agreement. The provisions of the Distribution Agreement are
hereby incorporated by reference herein and shall be deemed to be
part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein.
Please accept this offer by signing a copy of this
Terms Agreement in the space set forth below and returning the
signed copy to us.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxxxx X. X'Xxxxx
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Name: Xxxxxxx X. X'Xxxxx
Title: Senior Managing Director
Accepted:
NATIONAL FUEL GAS COMPANY
By: /s/ X. X. Xxxxxxxxx
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