Exhibit B
TENTATIVE DRAFT
March 13, 2000
FIRST ADDENDUM
TO THE
NATIONAL FUEL GAS COMPANY
AND PARTICIPATING SUBSIDIARIES
AGREEMENT REGARDING THE
OPERATION OF, AND PARTICIPATION IN,
THE NATIONAL FUEL GAS SYSTEM MONEY POOL
WHEREAS, effective March 23, 1998, National Fuel Gas Company
("National") and the twelve subsidiaries thereof then operating (the "Original
Subsidiaries") executed that certain "National Fuel Gas Company and
Participating Subsidiaries Agreement Regarding the Operation Of, and
Participation In, the National Fuel Gas System Money Pool" ("Agreement")
establishing the terms of operation of the Money Pool; and
WHEREAS, on June 23, 1999, National acquired all of the outstanding
shares of stock in a new subsidiary, NFR Power, Inc. ("Power"); and
WHERAS, on , 2000, the Securities and Exchange
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Commission issued an Order (HCAR No. ) pursuant to the Public Utility
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Holding Company Act of 1935, as amended, and the rules thereunder expressly
permitting Power to participate in the Money Pool; and
WHEREAS, National, the Original Subsidiaries and Power each desire to
have Power admitted to participate in the Money Pool.
NOW, THEREFORE, National, the Original Subsidiaries and Power hereby
agree as follows:
1. Addition of Power to the Money Pool. Effective as of the date
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hereof, Power is admitted as a Participant to the Money Pool for the purpose of
depositing any Surplus Cash that it may from time to time have into the Money
Pool and withdrawing its Surplus Cash as needed. Power may not borrow any other
funds from the Money Pool.
2. Continuance. Except as modified by this First Addendum, all other
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terms and conditions of the Agreement shall remain in full force and effect. If
an inconsistency exists between the Agreement and this First Addendum, the
provisions of this First Addendum shall prevail.
3. Definitions. Any capitalized terms not defined in this First
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Addendum shall have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
as the day and year first above written.
NATIONAL:
NATIONAL FUEL GAS COMPANY
By:
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P. C. ▇▇▇▇▇▇▇▇, President
ORIGINAL SUBSIDIARIES:
NATIONAL FUEL GAS DISTRIBUTION CORPORATION
By:
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▇. ▇. ▇▇▇▇▇, President
NATIONAL FUEL GAS SUPPLY CORPORATION
By:
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▇. ▇▇▇▇, President
SENECA RESOURCES CORPORATION
By:
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▇. ▇. ▇▇▇▇, President
HIGHLAND LAND & MINERALS, INC.
By:
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▇. ▇. ▇▇▇▇, President
▇▇▇▇▇ HUB, INC.
By:
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W. E. ▇▇▇▇▇▇▇▇, President
DATA-TRACK ACCOUNT SERVICES, INC.
By:
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P. C. ▇▇▇▇▇▇▇▇, President
HORIZON ENERGY DEVELOPMENT, INC.
By:
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P. C. ▇▇▇▇▇▇▇▇, President
NATIONAL FUEL RESOURCES, INC.
By:
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▇. ▇. ▇▇▇▇▇▇▇, President
UPSTATE ENERGY INC. (f/k/a/ Niagara Energy Trading, Inc.)
By:
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▇. ▇. ▇▇▇▇, President
NIAGARA INDEPENDENCE MARKETING COMPANY
By:
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▇. ▇. ▇▇▇▇, President
SENECA INDEPENDENCE PIPELINE COMPANY
By:
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▇. ▇. ▇▇▇▇▇▇, President
POWER:
NFR POWER, INC.
By:
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▇. ▇. ▇▇▇▇▇▇▇, President