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NATIONAL FUEL GAS COMPANY
TO
THE BANK OF NEW YORK
(formerly Irving Trust Company)
TRUSTEE
FIFTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 1996
TO
INDENTURE
Dated as of October 15, 1974
A Series of Debentures designated
MEDIUM-TERM NOTES, SERIES D
due from nine months to 40 years from date of issue
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FIFTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 1996, made and entered
into by and between NATIONAL FUEL GAS COMPANY, a corporation of the State of New
Jersey, with its Post Office address at 00 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx
00000 (hereinafter sometimes called the Company), party of the first part, and
THE BANK OF NEW YORK (formerly Irving Trust Company), a corporation of the State
of New York, whose Post Office address is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (hereinafter sometimes called the Trustee), party of the second part, as
Trustee under the Indenture dated as of October 15, 1974 executed and delivered
by the Company:
WHEREAS the aforesaid Indenture dated as of October 15, 1974
(herein with all indentures supplemental thereto called the Indenture) provides
for the issuance of fully registered debentures in one or more series
(hereinafter called the Debentures), unlimited in aggregate principal amount;
and
WHEREAS the Indenture provides that the Company and the Trustee
may enter into indentures supplemental thereto for the purpose of setting forth
the terms and provisions of each series of Debentures from time to time issued;
and
WHEREAS the Company has determined to create the thirteenth series
of Debentures, and all things necessary to make this Fifteenth Supplemental
Indenture a valid, binding and legal instrument supplemental to the Indenture
have been performed and the issuance of said thirteenth series of Debentures,
subject to the terms of the Indenture, has been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: that in order to set
forth the terms and provisions of said thirteenth series of Debentures and in
consideration of the premises and of the purchase and acceptance of said
Debentures by the Holders thereof, and in consideration of the sum of One Dollar
by the Trustee to the Company paid, receipt whereof is hereby acknowledged, the
Company hereby agrees and provides, for the equal and proportionate benefit of
the respective holders from time to time of the Debentures, as follows:
ARTICLE ONE
THIRTEENTH SERIES OF DEBENTURES
SECTION 1. There shall be a series of Debentures designated
"Medium-Term Notes, Series D" (herein sometimes referred to as the 'Thirteenth
Series"), due from nine months to 40 years from the date of issue, limited to an
aggregate principal amount of Five Hundred Million Dollars ($500,000,000) except
as otherwise provided in the Indenture.
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The form of the Debentures of the Thirteenth Series, which shall
be established by Resolution of the Board of Directors, shall contain suitable
provisions with respect to the matters hereinafter specified.
SECTION 2. Each Debenture of the Thirteenth Series shall mature on
such date not less than nine months nor more than 40 years from the date of
issue; shall bear interest at such rate or rates (which may be either fixed or
variable), payable semi-annually on the first day of such months in each year
(each an interest payment date) and at maturity and shall have such other terms
and provisions not inconsistent with the Indenture as the Board of Directors may
determine in accordance with a Resolution filed with the Trustee referring to
this Fifteenth Supplemental Indenture; and the principal of, and the premium, if
any, and the interest on, each said Debenture shall be paid at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for public and private debts; provided, that, at the option of the
Company, interest may be payable by check mailed to the address of the person
entitled thereto as such address shall appear on the Debenture register or by a
federal wire transfer to such person in accordance with written instructions
received by the Company from such person. Debentures of the Thirteenth Series of
a designated interest rate, interest payment dates and maturity authenticated
for original issue shall be dated the date of authentication and shall bear
interest from the Original Interest Accrual Date hereinafter specified.
Notwithstanding the foregoing, so long as there is no existing
default in the payment of interest on the Debentures, all Debentures of the
Thirteenth Series authenticated by the Trustee after the Record Date hereinafter
specified for any interest payment date and prior to such interest payment date
(unless the Issue Date is after such Record Date) shall be dated the date of
authentication but shall bear interest from such interest payment date, subject
to the provisos and exceptions of Section 2.02 of the Indenture, and the person
in whose name any Debenture is registered at the close of business on any Record
Date with respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the cancellation
of such Debenture upon any transfer or exchange thereof subsequent to such
Record Date and on or prior to such interest payment date, subject to the
provisos and exceptions of Section 2.02 and all as provided in Section 2.02,
provided that interest payable on the maturity date will be payable to the
person to whom the principal of the Debenture shall be payable. If the Issue
Date of the Debentures of the Thirteenth Series of a designated interest rate,
interest payment dates and maturity is after such Record Date and prior to the
next succeeding interest payment date, such Debentures shall bear interest from
the Original Interest Accrual Date but payment of interest shall commence on the
second interest payment date succeeding the Issue Date. Ile Record Date for the
interest payable on an interest payment date on the Debentures of the Thirteenth
Series is the fifteenth day of the month next preceding such interest payment
date.
3
"Original Interest Accrual Date" with respect to Debentures of the Thirteenth
Series of a designated interest rate, interest payment dates and maturity shall
mean the date of the first authentication of Debentures of such designated
interest rate, interest payment dates and maturity unless the Board of Directors
shall deter-mine another date from which interest shall accrue in accordance
with a Resolution filed with the Trustee referring to this Fifteenth
Supplemental Indenture, then such other date for Debentures of such designated
interest rate, interest payment dates and maturity. "Issue Date" with respect to
Debentures of the Thirteenth Series of a designated interest rate, interest
payment dates and maturity shall mean the date of the first authentication of
Debentures of such designated interest rate, interest payment dates and
maturity.
SECTION 3. Each Debenture of the Thirteenth Series may be
redeemable at the option of the Company in whole at any time, or in part from
time to time, prior to maturity, as the Board of Directors may determine in
accordance with a Resolution filed with the Trustee referring to this Fifteenth
Supplemental Indenture.
Redemption of any Debentures of the Thirteenth Series shall be
made in accordance with the provisions of Sections 5.02, 5.03 and 5.04 of the
Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 4. The holders of Debentures of the Thirteenth Series
consent that the Company may, but shall not be -obligated to, fix a record date
for the purpose of determining the holders of Debentures of the Thirteenth
Series entitled to consent to any amendment, supplement or waiver to or under
the Indenture. If a record date is fixed, those persons who were holders at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to be holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.
SECTION 5. The recitals of fact contained in this Fifteenth
Supplemental Indenture and in the Debentures of the Thirteenth Series (other
than the certificate of authentication) shall be taken as the statements of the
Company and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity of this Fifteenth
Supplemental Indenture or of the Debentures of the Thirteenth Series.
SECTION 6. The titles of the several Articles of this Fifteenth
Supplemental Indenture shall not be deemed to be any part hereof.
SECTION 7. This Fifteenth Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, said NATIONAL FUEL GAS COMPANY has caused this
instrument to be executed in its corporate name by its Chairman of the Board,
President or a Vice President, and its corporate seal to be hereunto affixed and
to be attested by its Secretary or an Assistant Secretary, and said THE BANK OF
NEW YORK (formerly Irving Trust Company) has caused this instrument to be
executed in its corporate name by one of its Vice Presidents or one of its
Assistant Vice Presidents, and its corporate seal to be hereunto affixed and to
be attested by one of its Assistant Treasurers, all as of September 1, 1996.
NATIONAL FUEL GAS COMPANY
BY /s/ P. C. Xxxxxxxx
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Attest:
/a/ A. M. Cellino
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THE BANK OF NEW YORK
BY /s/ Xxxx X. Xxxxx
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Attest:
/s/ Xxxxx Xxxxxx
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5
STATE OF NEW YORK )
COUNTY OF ERIE ) SS:
On the 30th day of September, in the year 1996, before me
personally came P. C. Xxxxxxxx, to me known, who, being by me duly sworn, did
depose and say that he resides at 00 Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxx, Xxx Xxxx,
00000 ; that he is the Senior Vice President of NATIONAL FUEL GAS COMPANY, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument bearing the corporate name of said corporation is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation; and that he signed his name thereto by like order.
/s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
NOTARY PUBLIC, State of New York
Qualified in Erie County
Commission Expires March 30, 1997
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STATE OF NEW YORK )
COUNTY OF NEW YORK ) SS:
On the 30th day of September, in the year 1996, before me
personally came Xxxx X. Xxxxx, to me known, who, being by me duly sworn, did
depose and say that he resides at I 1 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 1 1530;
that he is an Assistant Vice President of THE BANK OF NEW YORK (formerly Irving
Trust Company), one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument bearing the corporate name of said corporation is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
NOTARY PUBLIC, State of New York
(No. 00-0000000)
Qualified in New York County
Commission Expires April 8, 1997
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