35-cert Sample Contracts

AND
Indenture • June 25th, 1999 • Pennsylvania Electric Co • Electric services • New York
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Trust Indenture Trust Agreement Act Section Section
Trust Agreement • June 19th, 1997 • Alabama Power Co • Electric services • New York
SECOND AMENDMENT TO THE CREDIT AGREEMENT
Credit Agreement • November 7th, 1995 • General Public Utilities Corp /Pa/ • Electric services • New York
LOAN AGREEMENT ---------------
Loan Agreement • October 4th, 2002 • Gulf Power Co • Electric services • Georgia
Exhibit B-2(b) UNDERWRITING AGREEMENT
Underwriting Agreement • April 9th, 1999 • Entergy Louisiana Inc • Electric services • New York
TERMS AGREEMENT ---------------
Terms Agreement • August 21st, 1997 • National Fuel Gas Co • Natural gas distribution

Subject to the terms and conditions set forth herein, Bear, Stearns & 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.

UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION
Settlement Agreement • March 21st, 1996 • Eua Service Corp
AMENDED AND RESTATED NUCLEAR MATERIAL LEASE AGREEMENT
Lease Agreement • November 29th, 1995 • General Public Utilities Corp /Pa/ • Electric services • Pennsylvania
SECOND AMENDMENT TO AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • January 9th, 1996 • Energy Initiatives Inc
EXECUTION VERSION] CREDIT AGREEMENT Dated as of November 12, 2002
Credit Agreement • November 21st, 2002 • Northeast Utilities System • Electric services • New York
AMENDMENT
Northeast Utilities System • April 27th, 2004 • Electric services • New York
FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 23rd, 2002 • Cinergy Corp • Electric & other services combined • Delaware
Exhibit B-2(f) SUPPLEMENTAL INSTRUCTIONS PURSUANT TO TRUST AGREEMENT OF RIVER FUEL TRUST #1 DATED DECEMBER 20, 1988
Trust Agreement • December 5th, 2000 • Entergy Arkansas Inc • Electric services
UNDERWRITING AGREEMENT
Alabama Power Co • February 8th, 1996 • Electric services • New York
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OF
Trust Agreement • June 25th, 1999 • Pennsylvania Electric Co • Electric services • Delaware
Exhibit B-1(d) U.S. $313,700,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 1, 2001
Credit Agreement • June 7th, 2001 • Gpu Inc /Pa/ • Electric services • New York
Exhibit B-5 [EXECUTION VERSION] CREDIT AGREEMENT Dated as of November 10, 2003
Credit Agreement • November 17th, 2003 • Northeast Utilities System • Electric services • New York
GPU, Inc.
Gpu Inc /Pa/ • December 18th, 2000 • Electric services • New York
OF
Trust Agreement • June 9th, 1999 • Metropolitan Edison Co • Electric services • Delaware
Exhibit B-2 U.S. $500,000,000 CREDIT AGREEMENT Dated as of December 15, 1997 Among
Credit Agreement • December 23rd, 1997 • New England Electric System • Electric services • New York
ASSUMPTION AGREEMENT July 12, 2001
Assumption Agreement • November 6th, 2001 • Entergy Corp /De/ • Electric services • New York
GUARANTY
Guaranty • April 9th, 2001 • Gpu Inc /Pa/ • Electric services • New York
among
Credit Agreement • November 28th, 2001 • Northeast Utilities System • Electric services • New York
to
Indenture • February 6th, 2003 • Entergy Mississippi Inc • Electric services • New York
CONFORMED COPY AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
Reimbursement Agreement • March 3rd, 2000 • System Energy Resources Inc • Electric services • New York
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