EXHIBIT D.
First Amendment to Agreement Pursuant to Rule 45 (c)
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Under the Public Utility Holding Company Act of 1935
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WHEREAS, Consolidated Natural Gas Company (hereinafter referred to as "Parent"),
a corporation organized and existing under the laws of the State of Delaware,
and its wholly owned subsidiary corporations whose names and respective states
of incorporation are listed below, i.e.:
Name of Subsidiary State of Incorporation
------------------ ----------------------
Consolidated Natural Gas Service Co., Inc. Delaware
CNG Transmission Corporation Delaware
CNG Iroquois, Inc., a wholly-owned subsidiary Delaware
of CNG Transmission Corporation
The East Ohio Gas Company Ohio
The Peoples Natural Gas Company Pennsylvania
Virginia Natural Gas, Inc. Virginia
Hope Gas, Inc. West Virginia
West Ohio Gas Company Ohio
CNG Producing Company Delaware
CNG Pipeline Company, a wholly-owned subsidiary Texas
of CNG Producing Company
CNG Energy Services Corporation Delaware
CNG Power Company Delaware
CNG Storage Service Company Delaware
CNG Technologies, Inc., a wholly-owned subsidiary Delaware
of CNG Power Company
Name of Subsidiary State of Incorporation
------------------ ----------------------
Granite Road Cogen, Inc., a wholly-owned subsidiary Texas
of CNG Power Company
CNG Market Center Services, Inc., a wholly-owned Delaware
subsidiary of CNG Power Company
CNG Bear Mountain, Inc., a wholly-owned subsidiary Delaware
of CNG Power Company
CNG Power Services Corporation Delaware
CNG Lakewood, Inc., a wholly-owned subsidiary Delaware
of CNG Power Services Corporation
Consolidated System LNG Company Delaware
CNG Research Company Delaware
CNG Coal Company Delaware
CNG Financial Services, Inc. Delaware
have entered into an Agreement dated December 31, 1994 for the allocation of
current federal income taxes; and
WHEREAS, Parent and its subsidiaries (hereinafter collectively referred to
as the "Companies") are desirous of amending the agreement for the purpose of
adding additional subsidiaries that Parent or one of its Subsidiaries has
acquired and giving recognition to the merger of one of the Subsidiaries into
another Subsidiary, and reflecting ownership changes of certain Subsidiaries
within the consolidated group.
NOW, THEREFORE, the Companies, for mutual benefit and valuable
considerations, do hereby covenant and agree with one another that, pursuant to
paragraph IV of the Agreement, it shall be amended as follows:
First: The additional wholly-owned Subsidiaries of the Parent whose
names and respective states of incorporation are listed below
will become parties to the Agreement, i.e.:
Name of Subsidiary State of Incorporation
------------------ ----------------------
CNG International Corporation Delaware
CNG Telecom, Inc. Delaware
Second: CNG Main Pass Gas Gathering Corporation and CNG Oil Gathering
Corporation, both incorporated in the State of Delaware on July
21, 1995, CNG Products and Services, Inc., incorporated in the
state of Delaware on August 28, 1995, and CNG Retail Services
Corporation, incorporated in the state of Delaware on January 30,
1997, all wholly-owned subsidiaries of CNG Energy Services
Corporation, a party to the Agreement, and CNG Kauai, Inc.,
incorporated in Delaware on March 6, 1997, a wholly-owned
subsidiary of CNG Power Company, a party to the Agreement, will
also become parties to the Agreement.
Third: As a result of the merger of The East Ohio Gas Company and West
Ohio Gas Company, effective January 1, 1997, The East Ohio Gas
Company is the successor in interest and will succeed to all of
the rights, benefits and obligations of West Ohio Gas Company
under the Agreement.
Fourth: CNG Power Company and CNG Storage Service Company, both of which
were formerly wholly-owned subsidiaries of the Parent, became
wholly-owned subsidiaries of CNG Energy Services Corporation on
May 1, 1996.
Fifth: CNG Technologies, Inc., formerly a wholly-owned subsidiary of CNG
Power Company, became a wholly-owned subsidiary of CNG Products
and Services, Inc. effective August 30, 1996.
IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to
be executed in its name and on its behalf by one of its officers duly
authorized, and its corporate seal to be affixed hereto by its Secretary or one
of its Assistant Secretaries as of the 24th day of April, 1997 to be effective
(i) as of December 31, 1996 as to Paragraph First above, (ii) as of the dates of
incorporation of the corporations named therein as to the Paragraph Second
above, and (iii) as of January 1, 1997 as to Paragraph Third above.
ATTEST: Consolidated Natural Gas Company
/s/ Secretary By: /s/ Treasurer
-------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: Consolidated Natural Gas Service Company
/s/ Secretary By: /s/ Treasurer
-------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: CNG Research Company
/s/ Assistant Secretary By: /s/ Treasurer
-------------------------------- ------------------------------------
Assistant Secretary Treasurer
ATTEST: CNG Financial Services, Inc.
/s/ Secretary By: /s/ Treasurer
-------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: The Peoples Natural Gas Company
/s/ Secretary and General Counsel By: /s/ President
--------------------------------- ------------------------------------
Secretary and General Counsel President
ATTEST: CNG International Corporation
/s/ Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: CNG Telecom, Inc.
/s/ Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: CNG Transmission Corporation
/s/ Secretary By: /s/ Vice President and Treasurer
--------------------------------- ------------------------------------
Secretary Vice President and Treasurer
ATTEST: CNG Iroquois, Inc.
/s/ Assistant Secretary By: /s/ Vice President and Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Vice President and Treasurer
ATTEST: Hope Gas, Inc.
/s/ Secretary By: /s/ Vice President
--------------------------------- ------------------------------------
Secretary Vice President
ATTEST: Consolidated System LNG Company
/s/ Assistant Secretary By: /s/ Secretary
--------------------------------- ------------------------------------
Assistant Secretary Secretary
ATTEST: The East Ohio Gas Company (Also
signing as Successor in interest for West
Ohio Gas Company)
/s/ Assistant Secretary By:/s/ Sr. Vice President, Secretary, and Treasurer
------------------------- --------------------------------------------------
Assistant Secretary Senior Vice President, Secretary, and Treasurer
ATTEST: Virginia Natural Gas, Inc.
/s/ Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: CNG Producing Company
/s/ Assistant Secretary By: /s/ Senior Vice President, Chief
--------------------------------- ------------------------------------
Assistant Secretary Financial Officer and Treasurer
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Senior Vice President, Chief
Financial Officer and Treasurer
ATTEST: CNG Pipeline Company
/s/ Secretary By: /s/ Vice President and Treasurer
--------------------------------- ------------------------------------
Secretary Vice President and Treasurer
ATTEST: CNG Coal Company
/s/ Secretary By: /s/ Vice President and Treasurer
--------------------------------- ------------------------------------
Secretary Vice President and Treasurer
ATTEST: CNG Power Company
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Technologies, Inc.
/s/ Assistant Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Treasurer
ATTEST: Granite Road Cogen, Inc.
/s/ Assistant Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Treasurer
ATTEST: CNG Market Center Services, Inc.
/s/ Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: CNG Bear Mountain, Inc.
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Energy Services Corporation
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Power Services Corporation
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Lakewood, Inc.
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Storage Service Company
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Products & Services, Inc.
/s/ Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Secretary Treasurer
ATTEST: CNG Retail Services Corporation
/s/ Assistant Secretary By: /s/ Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Treasurer
ATTEST: CNG Main Pass Gas Gathering Corporation
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Oil Gathering Corporation
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
ATTEST: CNG Kauai, Inc.
/s/ Assistant Secretary By: /s/ Assistant Treasurer
--------------------------------- ------------------------------------
Assistant Secretary Assistant Treasurer
