SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
QUARTERLY REPORT
ON
FORM 10-Q
FOR THE
QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1994
________________________________________________
ALLEGHENY & WESTERN ENERGY CORPORATION
_____________________
EXHIBITS
_____________________
Exhibit Index
Exhibit
Number Exhibit Reference
3.1 Articles of Incorporation of Allegheny Incorporated
and Western Energy Corporation dated by reference
June 4, 1984. to Exhibit D
to Form 8-K
dated July 3,
1984.
3.2 Amendment to Articles of Incorporation Incorporated
of Allegheny & Western Energy Corporation, reference to
dated August 2, 1990. Exhibit 3.2
to Form 10-K
for the year
ended June
30, 1990.
3.3 Bylaws of Allegheny & Western Energy Incorporated
Corporation. by reference
to Exhibit
3.3 to Form
10-K for the
year ended
June 30,
1994.
10.1 Appalachian Basin Pipeline Agreement. Incorporated
by reference
to Exhibit
10.1.2 to
Amendment
No.1 to Form
S-1
Registration
Statement No.
2-71252.
10.2 Columbia Gas Transmission Corporation Incorporated
Gas Purchase Contract containing typical by reference
"take or pay" contract provisions. to Exhibit
10.4 to Form
S-1
Registration
Statement No.
2-71252.
10.3 Revolving Credit and Term Loan Agreement, Incorporated
dated as of June 13, 1989, between the by reference
registrant and the First National Bank to Exhibit
of Boston. 10.3 to Form
10-K for the
year ended
June 30,
1989.
10.4 Revolving Credit and Term Loan Agreement, Incorporated
dated as of June 13, 1989, between by reference
Mountaineer Gas Company and the First to Exhibit
National Bank of Boston. 10.5 to Form
10-K for the
year ended
June 30,
1989.
10.5 Note Agreement, dated June 30, 1987, Incorporated
between Mountaineer and Connecticut by reference
General Life Insurance Company, Horace to Exhibit
Mann Life Insurance Company, INA Life 10.5 to Form
Insurance Company of New York and Life 10-K for the
Insurance Company of North America. year ended
June 30,
1990.
10.6 Participation Agreement, dated March 8, Incorporated
1990, among TEX-HEX Corporation, Louran by reference
Oil & Gas, Inc., AHI Drilling, Inc., to Exhibit
SHIGO, Inc., Rush Moody, Jr., Peter W. 10.6 to Form
Stevens, John Bielun, Andrew R. Fair, 10-K for the
Jonathan Conrad and Richard Grant. year ended
June 30,
1990.
10.7 Credit Agreement, dated September 24, Incorporated
24, 1990, among Allegheny & Western by reference
Energy Corporation, Pittsburgh National to Exhibit
Bank, and One Valley Bank, N.A. and 10.7 to Form
Pittsburgh National Bank as Agent. 10-K for the
year ended
June 30,
1990.
10.8 1987 Stock Option Plan (including form Incorporated
of Stock Option Agreement). by reference
to Exhibit
10.8 to Form
10-K for the
year ended
June 30,
1990.
10.9 Credit Agreement, dated June 27, 1991, Incorporated
between Mountaineer Gas Company and by reference
Pittsburgh National Bank. to Exhibit
10.9 to Form
10-K for the
year ended
June 30,
1991.
10.10 Credit Agreement, dated June 27, 1991, Incorporated
between Mountaineer Gas Company and by reference
Pittsburgh National Bank. to Exhibit
10.10 to Form
10-K for the
year ended
June 30,
1991.
10.11 Agreements for Gas Purchase and Transpor- Incorporated
tation Service between Mountaineer Gas by reference
Company and Columbia Gas Transmission to Exhibit
Corp. 10.11 to Form
10-K for the
year ended
June 30,
1991.
10.12 Second Amendment, dated October 31, 1991, Incorporated
to Credit Agreement, dated September 21, by reference
1990 among Allegheny & Western Energy to Exhibit
Corporation, Pittsburgh National Bank and 10.12 to Form
One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. National Bank as quarter ended
agent. September 30,
1991.
10.13 Third Amendment dated November 30, 1991, Incorporated
to Credit Agreement, dated September 24, by reference
1990, among Allegheny & Western Energy to Exhibit
Corporation, Pittsburgh National Bank 10.13 to Form
and One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. quarter ended
December 31,
1991.
10.14 Note Purchase Agreement, dated July 15, Incorporated
1992, between Mountaineer Gas Company and by reference
Teachers Insurance and Annuity Association to Exhibit
of America. 10.14 to Form
10-K for the
year ended
June 30,
1992.
10.15 Employment Agreement, dated June 13, 1990 Incorporated
between Mr. Grant and Mountaineer Gas by reference
Company. to Exhibit
10.15 to Form
10-K for the
year ended
June 30,
1992.
10.16 Employment Agreement, dated June 13, 1990 Incorporated
between Mr. Fletcher and Mountaineer by reference
Gas Company. to Exhibit
10.16 to Form
10-K for the
year ended
June 30,
1992.
10.17 Consulting Agreement, dated March 1, 1992 Incorporated
between Mr. Lindley and the Company. by reference
to Exhibit
10.17 to Form
10-K for the
year ended
June 30,
1992.
10.18 Fourth Amendment, dated October 31, 1992, Incorporated
to Credit Agreement, dated September 24, by reference
1990, among Allegheny & Western Energy to Exhibit
Corporation, Pittsburgh National Bank and 10.18 to Form
One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. quarter ended
March 31,
1993.
10.19 Fifth Amendment, dated November 30, 1992, Incorporated
to Credit Agreement dated September 24, by reference
1990, among Allegheny & Western Energy to Exhibit
and One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. quarter ended
March 31,
1993.
10.20 Purchase and Sales Agreement, dated Incorporated
July 21, 1992 among Hallwood Energy by reference
Partners, L.P. et. al and Mountaineer to Exhibit
Gas Company. 10.20 to Form
10-Q for the
quarter ended
March 31,
1993.
10.21 Sixth Amendment, dated September 28, Incorporated
1993, to Credit Agreement, dated by reference
September 24, 1990, among Allegheny to Exhibit
and Western Energy Corporation, 10.21 to Form
Pittsburgh National Bank and One 10-Q for the
Valley Bank, N.A. and Pittsburgh quarter ended
National Bank as agent. September 30,
1993.
10.22 Seventh Amendment, dated October 31, Incorporated
1993, to Credit Agreement, dated by reference
September 24, 1990, among Allegheny to Exhibit
and Western Energy Corporation, 10.22 to Form
Pittsburgh National Bank and One 10-Q for the
Valley Bank, N.A. and Pittsburgh quarter
National Bank as agent. ended
December 31,
1993.
10.23 Employment Agreements with Richard Incorporated
L. Grant, Michael S. Fletcher and W. by reference
Merwyn Pittman, individually. to Exhibit
10.23 to Form
10-Q for the
quarter ended
December 31,
1993.
10.24 Supplemental Retirement Benefit Plan Incorporated
Agreements between John G. McMillian, by reference
Richard L. Grant, Michael S. Fletcher to Exhibit
and W. Merwyn Pittman, individually, and 10.24 to Form
Allegheny & Western Energy Corporation. 10-Q for the
quarter ended
December 31,
1993.
10.25 Eighth Amendment, dated September 29, Filed
1994, to Credit Agreement, dated herewith
September 24, 1990, among Allegheny
and Western Energy Corporation,
Pittsburgh National Bank and One
Valley Bank, N.A. and Pittsburgh
National Bank as agent.
21.1 Subsidiaries of the Company. Incorporated
by reference
to Exhibit
21.1 to Form
10-K for the
year ended
June 30,
1994.
27.1 Financial Data Schedule Filed
herewith
EXHIBIT
NUMBER DESCRIPTION
10.25 Eighth Amendment, dated September 29, 1994, to
Credit Agreement, dated September 24, 1990 among
Allegheny and Western Energy Corporation,
Pittsburgh National Bank and One Valley Bank, N. A.
and Pittsburgh National Bank as agent.
1
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (the
"Eighth Amendment"), dated as of the 29th day of September, 1994,
is made and entered into by and among ALLEGHENY & WESTERN ENERGY
CORPORATION, a West Virginia corporation, as borrower (the
"Borrower"), PNC BANK, NATIONAL ASSOCIATION, formerly Pittsburgh
National Bank, and ONE VALLEY BANK, NATIONAL ASSOCIATION, as
lenders (individually and collectively the "Banks") and PNC BANK,
NATIONAL ASSOCIATION, formerly Pittsburgh National Bank, as agent
for the Banks (in such capacity the "Agent").
WITNESSETH:
WHEREAS, pursuant to a Credit Agreement (the
"Credit Agreement") dated September 24, 1990 by and among the
Borrower, the Banks and the Agent, the Banks agreed to extend
certain credit facilities to the Borrower; and
WHEREAS, pursuant to a First Amendment to Credit
Agreement and Notes dated September 20, 1991, a Second Amendment
to Credit Agreement and Notes dated October 31, 1991, a Third
Amendment to Credit Agreement and Notes dated November 30, 1991,
a Fourth Amendment to Credit Agreement and Notes dated October
31, 1992, a Fifth Amendment to Credit Agreement and Notes dated
November 30, 1992, a Sixth Amendment to Credit Agreement dated
September 28, 1993 and a Seventh Amendment to Credit Agreement
and Notes dated October 31, 1993, the Credit Agreement was
amended (the Credit Agreement as heretofore amended is herein
referred to as the "Amended Credit Agreement"); and
WHEREAS, the Borrower, the Banks and the Agent wish
to further amend the Amended Credit Agreement as hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual
promises contained herein and other valuable consideration, and
with the intent to be legally bound hereby, the parties hereto
agree as follows:
A. 1. Subsection 5.2(a) of the Amended credit
Agreement is hereby amended by deleting such subsection and
substituting therefor the following:
(a) Current Ratio. Permit or allow the ratio of
(i) Borrower s Current Assets to (ii) Borrower s Current
Liabilities to be less than 1.0 to 1.0.
2. The Amended Credit Agreement is hereby
amended by adding to Section 9.1 the following:
"Borrower s Current Assets" means, as at any
date of determination, the current assets of
the Borrower determined in conformity with
2
GAAP.
"Borrower s Current Liabilities" means, as
at any date of determination, the current
liabilities of the Borrower determined in
conformity with GAAP.
B. Except as expressly amended hereby, the terms,
provisions, conditions and agreements of the Amended Credit
Agreement and the other Loan Documents (as such term is defined
in the Amended Credit Agreement) are hereby confirmed and
ratified and shall remain in full force and effect. Each and
every representation and warranty of the Borrower set forth in
the Amended Credit Agreement and the other Loan Documents is
hereby confirmed and ratified and such representations and
warranties shall be deemed to have been made and undertaken as of
the date of this Eighth Amendment as well as at the time they
were made and undertaken.
C. THIS EIGHTH AMENDMENT SHALL BE A CONTRACT MADE
UNDER, AND GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS
PROVISIONS.
D. This Eighth Amendment shall be binding upon the
Borrower, the Banks and the Agent and their respective successors
and assigns, and shall inure to the benefit of the Borrower, the
Banks and the Agent and the successors and assigns of the Banks
and the Agent; provided, however, that Borrower may not assign
any of its rights or obligations hereunder without the prior
written consent of the Banks.
E. All defined terms used herein which are not
defined herein but which are defined in the Amended Credit
Agreement shall have the meanings herein as are given to them in
the Amended Credit Agreement.
F. This Eighth Amendment shall be effective as of
June 30, 1994. From and after June 30, 1994, all references to
the Credit Agreement in the Amended Credit Agreement and each of
the other Loan Documents shall be deemed to be references to the
Amended Credit Agreement as amended hereby.
G. This Eighth Amendment may be executed in as many
counterparts as shall be convenient and by the different parties
hereto on separate counterparts, each of which when executed by
the Borrower, the Banks and the Agent shall be regarded as an
original.
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WITNESS the due execution hereof as of the date
first written above.
ATTEST: (SEAL) ALLEGHENY & WESTERN ENERGY
CORPORATION
By /s/ Bradford C. Witmer By /s/ W. Merwyn Pittman
Name Bradford C. Witmer Name W. Merwyn Pittman
Title Controller Title Vice President, Chief
Financial Officer
and Treasurer
WITNESS: PNC BANK, NATIONAL ASSOCIATION,
formerly Pittsburgh National Bank,
in its capacities as a Bank and as
the Agent
/s/ Louis K. McLinden, Jr. By /s/ Thomas A. Majeski
Name Thomas A. Majeski
Title Commercial Banking Officer
WITNESS: ONE VALLEY BANK, NATIONAL
ASSOCIATION
/s/Sharon W. Pugh By /s/Timothy A. Paxton
Name Timothy A. Paxton
Title Asst. Vice President