OF

Exhibit T3B-43

LIMITED LIABILITY COMPANY AGREEMENT

XXXXX XXXXXX OPERATIONS OF UNION LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the "AGREEMENT") is
entered into as of July __, 1998 by and between Xxxxx Projects, Inc., a
Delaware corporation ("PROJECTS"), and Xxxxx Waste to Energy, Inc., a Delaware
corporation ("WTE"), or any permitted successor, assignee or transferee of
Projects and WTE and any other persons or entities who shall in the future
execute and deliver this Agreement pursuant to the provisions hereof shall
hereinafter collectively be referred to as the "MEMBERS."

WHEREAS, the Members have agreed to form a limited liability
company pursuant to the provisions of the New Jersey Limited Liability Company
Act (the "NEW JERSEY LLC ACT") under the name "Xxxxx Xxxxxx Operations of Union
LLC" (the "LLC") pursuant to a Certificate of Formation, dated as of June 22,
1998 (the "CERTIFICATE"); and

WHEREAS, the Members desire to operate the LLC for the
purposes hereinafter set forth, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the foregoing, and of the
covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS

Unless the context otherwise specifies or requires,
capitalized terms used herein shall have the respective meanings assigned
thereto in ADDENDUM I, attached hereto, and incorporated herein by reference,
for all purposes of this Agreement (such definitions to be equally applicable to
both the singular and the plural forms of the terms defined). Unless otherwise
specified, all references herein to Articles or Sections are to Articles or
Sections of this Agreement.

2. FORMATION; NAME; PLACE OF BUSINESS

2.1. FORMATION OF LLC; CERTIFICATE OF FORMATION

The Members of the LLC hereby:

2.1.1. approve and ratify the filing of the Certificate with
the New Jersey Secretary of State on June 23, 1998;

2.1.2. confirm and agree to their status as Members of the
LLC;

2.1.3. execute this Agreement for the purpose of establishing
the rights, duties, and relationship of the Members;

2.1.4. (i) agree that if the laws of any jurisdiction in which
the LLC transacts business so require, the Board of Managers or the appropriate
officers or other authorized representatives of the LLC shall file, or shall
cause to be filed, with the appropriate office in that jurisdiction, any
documents necessary for the LLC to qualify to transact business under such laws;
and (ii) agree and obligate themselves to execute, acknowledge, and cause to be
Med for record, in the place or places and manner prescribed by law, any
amendments to the Certificate as may be required, either by the New Jersey LLC
Act, by the laws of any jurisdiction in which the LLC transacts business, or by
this Agreement, to reflect changes in the information contained therein or
otherwise to comply with the requirements of law for the continuation,
preservation, and operation of the LLC as a limited liability company
under the-New Jersey LLC Act; and

2.1.5. each represent and warrant that such Member is duly
authorized to execute, deliver, and perform its obligations under this Agreement
and that the Person, if any, executing this Agreement on behalf of such Member
is duly authorized to do so and that this Agreement is binding on and
enforceable against such Member in accordance with its terms.

2.2. NAME OF LLC

The name under which the LLC shall conduct its business is"
XXXXX XXXXXX OPERATIONS OF UNION LLC". The business of the LLC may be conducted
under any other name permitted by the New Jersey LLC Act that is deemed
necessary or desirable by the Board of Managers; in its sole and absolute
discretion. The Board of Managers or the appropriate officers or other
authorized representatives of the LLC promptly shall execute, Me, and record, or
cause to be executed, filed and recorded, any assumed or fictitious name
certificates required by the laws of

the State of New Jersey or any state in which the LLC conducts business.

2.3. PLACE OF BUSINESS

The location of the principal place of business of the LLC
shall be as determined by the Board of Managers. The Board of Managers may
hereafter change the principal place of business of the LLC to such other place
or places within the United States as the Board of Managers may from time to
time determine, provided that, if necessary, the Board of Managers shall amend,
or shall cause to be amended, the Certificate in accordance with the applicable
requirements of the New Jersey LLC Act. The Board of Managers may establish and
maintain such other offices and additional places of business of the LLC, either
within or without the State of New Jersey, as it deems appropriate.

2.4. REGISTERED AGENT; REGISTERED OFFICE

The name of the initial registered agent of the LLC shall be
Corporation Service Company, and the registered office of the LLC shall be
located at 000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxxxx, Xxx Xxxxxx 00000. The registered
office and the registered agent of the LLC may be changed by the Board of
Managers from time to time in accordance with the then applicable provisions of
the New Jersey LLC Act and any other applicable laws.

3. PURPOSES AND POWERS OF LLC

3.1. PURPOSES

The purposes of the LLC shall be to operate, maintain, repair
and provide any other services in connection with the operation of the
waste-to-energy facility located at 0000 Xxxxx 0 Xxxxx, Xxxx xx Xxxxxx, Xxxxxx
of Union, New Jersey, pursuant to an Operating and Maintenance Agreement between
the Company and Xxxxx Xxxxxx Systems of Union, Inc., and any amendment or
supplement thereto, and to enter into any lawful transaction and engage in any
lawful activity in furtherance of these purposes and as may be necessary,
incidental Dr convenient to carry out the business of the LLC as contemplated by
this Agreement.

3.2. POWERS

The LLC shall have the power to do any and all acts and things
necessary, appropriate, advisable, or convenient for the furtherance and
accomplishment of the purposes of the LLC,

including, without limitation, to engage in any kind of activity and to enter
into and perform obligations of any kind necessary to or in connection with, or
incidental to, the accomplishment of the purposes of the LLC, so long as said
activities and obligations may be lawfully engaged in or performed by a limited
liability company under the New Jersey LLC Act.

4. TERM OF LLC

The existence of the LLC commenced on the date upon which the
Certificate was duly Med with the New Jersey Secretary of State and shall
continue until dissolved and liquidated in accordance with the provisions of
SECTION 10.

5. CAPITAL

5.1. INITIAL CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS OF
MEMBERS

5.1.1. INITIAL CAPITAL CONTRIBUTIONS.

Concurrently with the execution of this Agreement, each of the
Members shall make the initial Capital Contribution .set forth opposite such
members name in Exhibit A attached hereto. Except as otherwise provided in the
New Jersey LLC Act, the Members shall not be required to make any Capital
Contributions to the LLC other than as set forth in this SECTION 5.1 and in
SECTION 5.2.

5.1.2 PERCENTAGE INTERESTS.

Each Member shall own an LLC Interest representing the
Percentage Interest in the LLC as set forth opposite such Members name in
Exhibit A.

5.2. ADDITIONAL CAPITAL CONTRIBUTIONS OF THE MEMBERS

5.2.1. PAYMENT OF ADDITIONAL CAPITAL CONTRIBUTIONS.

In the event that the Board of Managers specifies that the LLC
requires additional capital to perform its duties, the Members shall contribute
funds to the LLC as additional Capital Contributions (the "ADDITIONAL CAPITAL
CONTRIBUTIONS") in amounts proportionate to the Members respective. Percentage
Interests.

5.2.2. FAILURE TO MAKE REQUIRED ADDITIONAL CAPITAL
CONTRIBUTIONS.

If a Member fails to make such Members Additional Capital
Contribution to the LLC as required pursuant to SECTION 5.2.1 (the
"NON-CONTRIBUTING MEMBER"), any other Member, upon making its own required
Additional Capital Contribution, may (but is not required to), without prejudice
to such other rights or remedies as may be available under, applicable law,
contribute to the LLC an additional amount equal to the Non-Contributing Members
unpaid Additional Capital Contribution. Thereupon, the Percentage Interests of
the Members respective LLC Interests for all purposes of this Agreement and the
LLC shall be adjusted to provide that the Percentage Interest represented by
each Members LLC Interest shall be a percentage equal to (a) the total amount of
Capital Contributions made by such Member, divided by (b) the total amount of
Capital Contributions made by all Members. In the event that more than one
Member desires to make a Non-Contributing Members unpaid Additional Capital
Contribution, each such Member shall be entitled to contribute a proportionate
share of such Non-Contributing Members unpaid Additional Capital Contribution
based on each of such Members Percentage Interests.

5.3. ISSUANCE OF ADDITIONAL LLC INTERESTS

The Board Of Managers is hereby authorized to cause the LLC
from time to time to issue to Members or other Persons (who, upon such issuance
and the execution by such Persons of such documents as the Board of Managers
deems necessary or appropriate to evidence such Persons agreement to be admitted
as a Member and to be bound by the terms and conditions of the Certificate and
this Agreement, shall automatically become Members) additional LLC Interests for
such consideration and in one or more classes, or one or more series of any such
classes, with such designations, preferences and relative, participating,
optional or other special rights, powers and duties, including rights, powers
and duties senior to the then-existing LLC Interests, all as shall be determined
by the Board of Managers, subject to the requirements, of New Jersey law,
including without limitation, (i) the allocations of items of LLC income, gain,
loss, deduction and credit to each such class or series of LLC Interests; (ii)
the right of each such class or series of LLC Interests to share in LLC
distributions; and (iii) the rights of each such class or series of LLC
Interests upon dissolution and liquidation of the LLC.

5.4 CAPITAL ACCOUNTS

Each Member shall have a capital account which shall be
maintained in accordance with Treasury regulations sections

1.704-1(b)(2)(iv) and 1.704-2 (a "CAPITAL ACCOUNT"). The provisions in this
Agreement pertaining to allocations and adjustments of the Capital Accounts and
taxable income, gains, losses, deductions and credits are intended to comply
with Code section 704(b) and the regulations thereunder. The Members agree to
make appropriate modifications to such allocations and adjustments when needed
to comply with this Code section or the Regulations thereunder to the extent
such modifications would not result in any material modification of the economic
arrangement of the Members as reflected in the allocation, distribution and
liquidation provisions of this Agreement.

5.5. NEGATIVE CAPITAL ACCOUNTS

Except to the extent the Members are required or elect to make
contributions to the capital of the LLC under SECTIONS 5.1, 5.2 AND 5.3, no
Member shall be required to pay to the LLC or to any other Member any deficit or
negative balance which may exist from time to time in such Members Capital
Account.

5.6. NO INTEREST ON CAPITAL CONTRIBUTIONS OR CAPITAL ACCOUNTS

No Member shall be entitled to receive any interest on its
Capital Contributions or its outstanding Capital Account balance.

5.7. ADVANCES TO LLC

A Member may advance funds to the LLC in excess of the amounts
contributed by it to the capital of the LLC in any amount and on terms upon
which the Member and the Board of Managers may agree. Any such advances by a
Member shall be treated as a loan and shall not result in any increase in the
amount of such Members Capital Account or entitle it to any increase in the
Percentage Interest represented by such Members LLC Interest. The amounts of
such advances shall be a debt of the LLC to such Member- and shall. be payable
or collectible only out of the LLC Assets in accordance with terms and
conditions agreed upon by the Board of Managers.

5.8. LIABILITY OF MEMBERS AND BOARD OF MANAGERS

Except as otherwise provided in the New Jersey LLC Act, the
debts, obligations and liabilities of the LLC, whether arising in contract, tort
or otherwise, shall be solely the debts, obligations and liabilities of the LLC,
and none of the Members or the Board Members shall be obligated personally for

any such debt, obligation or liability of the LLC solely by reason of being a.
Member or a Board Member. The failure of the LLC to observe any formalities or
requirements relating to the exercise of its powers or management of its
business or affairs under the New Jersey LLC Act or this Agreement shall not be
grounds for imposing personal liability on any Member or Board Member for
liabilities of the LLC.

5.9. RETURN OF CAPITAL

Except upon the dissolution of the LLC or as may be
specifically provided in this Agreement, no Member shall have the right to
demand or to receive the return of all or any part of its Capital Account or its
Capital Contributions to the LLC.

6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS

6.1. ALLOCATION OF NET INCOME OR NET LOSS

Subject to SECTION 6.4, the net income or net loss of the LLC,
if any, for each Fiscal Year (or portion thereof) for both book and tax
accounting purposes, and all items thereof, shall be allocated to the Members in
accordance with their respective Percentage Interests.

6.2. ALLOCATION OF INCOME AND LOSS WITH RESPECT TO LLC INTERESTS
TRANSFERRED

If any LLC Interest is transferred during any Fiscal Year in
accordance with this Agreement, the net income or net loss attributable to such
Interest for such Fiscal Year shall be allocated between the transferor and
the transferee by closing the books of the LLC as of the date of the transfer.

6.3. DISTRIBUTIONS

The Board of Managers shall determine whether to cause the LLC
to make distributions of cash or other property to the Members from time to
time, and if the Board of Managers determines that such distributions should be
made, the Board of Managers shall determine the amount of cash and other
property which the LLC should distribute. Except to the extent that any class of
LLC Interests is issued in accordance with this Agreement with rights to receive
distributions that are superior to the distribution rights, of any other class
of LLC Interests, all distributions shall be made to the Members in proportion
to their Percentage Interests.

6.4. ALLOCATIONS OF NONRECOURSE DEDUCTIONS; MINIMUM GAIN
CHARGEBACK; QUALIFIED INCOME OFFSET

6.4.1. ALLOCATION OF NONRECOURSE DEDUCTIONS

Notwithstanding any other provision of this Agreement, (i)
"PARTNER NONRECOURSE DEDUCTIONS" (as defined in Treasury regulations section
1.704-2(i)), if any, of the LLC shall be allocated to the Member who bears the
economic risk of loss within the meaning of Treasury regulations section
1.704-2(i), and (ii) "NONRECOURSE DEDUCTIONS" (as defined in Treasury
regulations section 1.704-2(b)) of the LLC shall be allocated to the Members in
accordance with their Percentage Interests.

6.4.2. ALLOCATIONS IN ACCORDANCE WITH SECTION 704(b)

This Agreement shall be deemed to include "qualified income
offset," "minimum gain chargeback" and "partner nonrecourse debt minimum gain
chargeback" provisions within the meaning of the Treasury regulations under
section 704(b) of the Code. Accordingly, notwithstanding any other provision of
this Agreement, items of gross income shall be allocated to the Members on a
priority basis to the extent and in the manner required by such provisions. Any
allocations required to be made pursuant to this SECTION 6.4.2 (the "REGULATORY
ALLOCATIONS") shall be offset, to the extent possible, by special allocations of
other items of LLC income, gain, loss, or deduction pursuant to this SECTION
6.4.2., so that, after such special offsetting allocations have been made, each
Members Capital Account balance will be equal to the Capital Account balance
such Member would have had if the Regulatory Allocations had not been made.

7. MEMBERS AND MANAGEMENT

7.1. MEMBERS

7.1.1. MEETINGS

The Members shall meet at least once each Fiscal Year at such
place, on such date and at such time as may be fixed by the Board of Managers
(unless such meeting shall be waived by all of the Members). Special meetings of
the Members may be called by the Board of Managers, and shall be called by the
Board of Managers upon the request of any Member upon ten (10) days notice to
all Members in writing or by telephone or facsimile. Meetings may be held by
telephone or any other

communication by means of which all participating Members can simultaneously
hear each other during the meeting.

7.1.2. REQUIRED VOTE; VOTING RIGHTS

All Members shall be entitled to vote with respect to all
decisions to be made by Members, and to be, approved, any action requiring or
properly submitted for approval by the Members must be approved by the Members
holding a majority of the Percentage Interests, except as otherwise provided
herein.

7.1.3. ACTION BY WRITTEN CONSENT

Any action to be taken by the Members may be taken without a
meeting if a written consent setting forth the action so taken is signed by the
Members holding a majority of the Percentage Interests, except as otherwise
provided herein.

7.1.4. WAIVERS OF NOTICE

Whenever the giving of any notice is required by statute or
this Agreement, a waiver thereof, in writing and delivered to the LLC signed by
the person or persons entitled to said notice, whether before or after the event
as to which such notice is required, shall be deemed equivalent to notice.
Attendance of a Member at a meeting shall constitute a waiver of notice of such
meeting.

7.2. MANAGEMENT OF THE LLC BY THE BOARD OF MANAGERS

Subject to this Agreement and the New Jersey LLC Act, the
Members hereby unanimously agree that the responsibility for management of the
business and affairs of the LLC shall be vested in a Board of Managers (the
"BOARD OF MANAGERS"), and that the Board of Managers (acting on behalf of the
LLC) shall have all right, power, and authority, to manage, operate and control
the business and affairs of the LLC and to do or cause to be done any and all
acts, at the expense of the LLC, deemed by the Board of Managers to be necessary
or appropriate to effectuate the purposes of the LLC, including all of the power
and authority of a "manager" under the New Jersey LLC Act. Except as otherwise
expressly provided in this Agreement or as may be approved by the Board of
Managers, no Member shall have any authority, right, or power to bind the LLC,
or to manage or control, or to participate in the management or control of, the
business and affairs of the LLC in any manner whatsoever.

7.2.1. AUTHORITY OF BOARD OF MANAGERS

The Board of Managers shall preside over all meetings of
Members. The Board of Managers shall be primarily responsible for the management
of the business and financial affairs of the LLC. The Board of Managers shall
have full authority over the day-to-day general management and direction of the
business and operations of the LLC, except with respect to matters requiring
approval of the Members. The Board of Managers may sign and execute in the name
of the LLC, without specific authorization by the Members, deeds, mortgages,
bonds, contracts, indebtedness or other instruments, except as otherwise
required by law. Third parties dealing with the LLC shall be entitled to rely
conclusively upon the power and authority of the Board of Managers as set forth
herein.

7.2.2. COMPOSITION

The initial members of the Board of Managers initially shall
consist of three members. The Members must unanimously elect each Board Member.
The number and method of appointment of Board of Members may be changed only by
agreement of all of the Members. The Members hereby unanimously appoint R.
Xxxxxxx Xxxxx, Xxxxx X. Xxxxxx and Xxxxx X. Xxxxx to serve as initial Board
Members until their successors take office pursuant to unanimous action of, the
Members.

7.2.3. MEETINGS

Regular meetings of the Board of Managers may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board of Managers. Special meetings of the
Board of Managers may be called by the President, upon three (3) days notice to
all Board Members in writing or by telephone or facsimile transmission. Meetings
may be held by telephone or any other communication by means of which all
participating Board Members can simultaneously hear each other during the
meeting.

7.2.4. QUORUM

No action may be taken at a meeting of the Board of Managers
unless a quorum consisting of a majority of Board Members is present.

7.2.5. VOTING RIGHTS

Each Board Member shall be entitled to one vote with respect
to all matters submitted to the Board of Managers for approval (including any
matter in which a Board Member, a

Member, or an Affiliate may have a direct or indirect interest), except with
respect to a determination to grant indemnification pursuant to SECTION 7.8.1.,
in which event a Board Member seeking indemnification hereunder shall have no
vote with respect to indemnification of such Board Member. Except as otherwise
expressly provided in this Agreement, any action or approval by the Board of
Managers must be approved by the Majority Vote of the Board Members.

7.2.6. VOTING RIGHTS

A corporation and its wholly owned subsidiary and sister
corporations are deemed to be one contributor under New Jersey law.

7.2.7. ACTION BY WRITTEN CONSENT

Any action to be taken by the Board of Managers may be taken
without a meeting if a written consent setting forth the action so taken is
signed by the Board Members having voting power to cast not less than the
minimum number of votes necessary to take the action if taken at a meeting of
the Board of Managers. All Board Members shall be given notice of any proposed
action by written consent not less than three (3) days prior to its approval
pursuant to this SECTION 7.2.5., and any Board of Member who does not sign the
written consent shall be given written notice of such approval by the Secretary
of the LLC promptly after the written consent is adopted.

7.3. OFFICERS

7.3.1. CHAIRMAN OF THE BOARD OF MANAGERS

A Person shall be appointed to serve as chairman of the Board
of Managers (the "CHAIRMAN OF THE BOARD OF MANAGERS") to preside over all
meetings of Members and the Board of Managers and to exercise such other powers
and authority as the Board of Managers from time to time may prescribe. R.
Xxxxxxx Xxxxx is hereby appointed to serve as the initial Chairman of the Board
of Managers. Upon his death, resignation, or other inability to serve in such
capacity, the Board of Managers by Majority Vote shall appoint a Person to serve
as his successor.

7.3.2. PRESIDENT

A Person shall be appointed to serve as president of the LLC
(the "PRESIDENT"). Xxxxx X. Xxxxxx is hereby appointed to serve as the initial
President. Upon his death, resignation,

or other inability to serve in such capacity, the Board of Managers by Majority
Vote shall appoint a Person to serve as his successor. The President shall be
the chief executive officer of the LLC and shall be primarily responsible for
the overall management of the business and financial affairs of the LLC. Subject
to the specific terms of any employment agreement with the LLC, the President
shall have full authority over the general management and direction of the
business and operations of the LLC, except with respect to matters requiring
approval of the Board of Managers or approval of the Members. The President may
sign and execute in the name of the LLC, without specific authorization by the
Board of Managers, deeds, mortgages, bonds, contracts or other instruments,
except in cases where approval of the same has been expressly delegated by the
Board of required by law otherwise to be signed or executed. Third parties
dealing with the LLC shall be entitled to rely conclusively upon the power and
authority of the President as set forth herein.

7.3.3. VICE PRESIDENTS

The Board of Managers may appoint one or more vice presidents
of the LLC (each a "VICE PRESIDENT"). Each Vice President shall have such duties
and responsibilities as shall be delegated to them by the Board of Managers and
the President. Each Vice President may sign and execute in the name of the LLC,
without specific authorization by the Board of Managers, deeds, mortgages,
bonds, contracts or other instruments, except in cases where approval of the
same has been expressly delegated by the Board of Managers or by this Agreement
to some other officer or agent of the LLC or shall be required by law or the
terms of any employment agreement with the Vice President otherwise to be signed
or executed. Third parties dealing with the LLC shall be entitled to rely
conclusively upon the power and authority of the Vice President as set forth
herein.

7.3.4. SECRETARY

Xxxxxxx It. Xxxxxxxx is hereby appointed to serve as the
Secretary of the LLC (the "SECRETARY"). Upon his death, resignation, removal by
the Board of Managers, or other inability to serve in such capacity, the Board
of Managers by Majority Vote may appoint a Person to serve as his successor.
Subject to the specific terms of any employment agreement with the LLC, the
Secretary, at the direction of the President, shall prepare and distribute to
the Board Members an agenda in advance of each meeting of the Board of Managers
and shall prepare and distribute promptly to each Board Member written minutes
of all

meetings of the Board of Managers. The Secretary shall also be responsible for
preparing and distributing to the Board Members any notices received by the LLC
or otherwise called for by this Agreement to be given by the LLC. The Secretary
shall perform such other duties as may be specified by the Board of Managers or
the President.

7.3.5. TREASURER

Xxxxxxx X. Xxxxxxx is hereby appointed to serve as the
Treasurer of the LLC (the "TREASURER"). Upon his death, resignation, removal by
the Board of Managers, or other inability to serve in such capacity, the Board
of Managers by Majority Vote may appoint a Person to serve as his successor.
Subject to the specific terms of any employment agreement with the LLC, the
Treasurer shall have charge of the funds of the LLC. The Treasurer shall be the
chief financial officer of the LLC and shall keep full and accurate accounts of
all receipts and disbursements of the LLC in books belonging to the, LLC and
shall deposit all monies and other valuable effects in the name and to the
credit of the LLC in such depositories as may be designated by the President.
The Treasurer shall disburse the funds of the LLC as may be ordered by the
President, and shall render to the President, whenever he may require it, an
account of all his transactions undertaken as Treasurer and an account of the
business and financial position of the LLC. The Treasurer shall perform such
other duties as may be specified by the Board of Managers or the President.

7.3.6. OTHER OFFICERS

The Board of Managers may appoint such other officers of the
LLC upon terms and conditions the Board of Managers deems necessary and
appropriate. Any officer shall hold his or her respective office unless and
until such officer is removed by the Board of Managers. Any two offices may be
held by the same person, except that in no event shall the President and the
Secretary be the same person.

7.3.7. REMOVAL OF OFFICERS; VACANCIES

The Chairman of the Board of Managers, the President, each
Vice President, and the Treasurer may be removed with or without cause, at any
time, by the Board of Managers. All other officers of the LLC may be removed at
any time, with or without cause, by the Board of Managers or by the President.
Vacancies in the offices of Chairman of the Board of Managers, the President,
each Vice President, and the Treasurer shall be

filled by the Board of Managers; vacancies in all other offices shall be filled
by the Board of Managers or the President.

7.3.8. THIRD PARTY RELIANCE

Third parties dealing with the LLC shall be entitled to rely
conclusively upon the power and authority of the officers of the LLC as set
forth herein.

7.4. FIDUCIARY RELATIONSHIP

No Member or the Board of Managers shall be liable to the LLC
or its Members for monetary damages for breach of fiduciary duty or otherwise
liable, responsible or accountable to the LLC or its Members for monetary
damages or otherwise for any acts performed, or for any failure to act;
provided, however, that this provision shall not eliminate or limit the
liability of the Board of Managers (i) for any breach of the Board of Managers
duty of loyalty to the LLC or its Members, (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the Board of Managers received any improper personal
benefit.

7.5. COMPENSATION OF BOARD OF MANAGERS; REIMBURSEMENT

The Board of Managers, as such, shall not receive any stated
compensation for services. All expenses incurred with respect to the
organization, operation, and management of the LLC shall be borne by the LLC.
The Board of Managers shall be entitled to reimbursement from the LLC for direct
expenses allocable to the organization, operation, and management of the LLC.

7.6. OTHER ACTIVITIES OF MEMBERS AND AFFILIATES

Subject to any specific agreement to the contrary, any Member
or any Affiliate thereof may have other business interests or may engage in
other business ventures of any nature or description whatsoever, whether
currently existing or hereafter created and may compete, directly or indirectly,
with the business of the LLC. No Member or Affiliate thereof shall incur any
liability to the LLC as a result of such Members or such Affiliates pursuit of
such other business interests, ventures and competitive activity, and neither
the LLC nor the other Members shall have any right to participate in such other
business ventures or to receive or share in any income or profits derived
therefrom.

7.7. CERTAIN TRANSACTIONS

The LLC is expressly permitted in the normal course of its
business to enter into transactions with any and all Members or with any
Affiliate of any or all Members provided that the price and other terms of such
transactions are not less favorable to the LLC than those generally prevailing
with respect to comparable transactions between unrelated parties.

7.8. INDEMNIFICATION OF THE MEMBERS, THE BOARD OF MANAGERS AND ANY
AFFILIATE

7.8.1. INDEMNITY

The LLC, its receiver or its trustee shall indemnify, defend
and hold each Member, each Board Member, each officer of the LLC and each
Affiliate thereof (and their respective partners, officers, employees and
agents) (individually, in each case an "INDEMNITEE") harmless to the fullest
extent permitted by law from and against any expense, loss, damage or liability
incurred or connected with, or any claim, suit, demand, loss, judgment,
liability, cost or expense (including reasonable attorneys fees) arising from or
related to, the Company or any act or omission of the Member or the Board of
Managers on behalf of the Company (exclusive of acts taken as an independent
contractor for the Company), and amounts paid in settlement of any of the
foregoing, provided that the same were not the result of fraud, gross
negligence, or reckless or intentional misconduct on the part of the Member, the
Board Member or the officer against whom a claim is asserted.

Prior to the final disposition of a claim, demand, action,
suit, or proceeding subject to this SECTION 7.8., upon the request of the
Indemnitee, the LLC from time to time shall advance to the Indemnitee amounts
equal to the documented and reasonable expenses incurred by the Indemnitee in
defending such claim, demand, action, suit, or proceeding, provided that the LLC
receives an undertaking by or on behalf of the Indemnitee to repay the amount of
such advances, if it shall be determined in a judicial proceeding or a binding
arbitration that such Indemnitee is not entitled to be indemnified as authorized
in this SECTION 7.8.

7.8.3. OTHER RIGHTS

The indemnification provided by this SECTION 7.8. shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement, vote of the Members, as a

matter of law or equity, or otherwise, both as to an action in the Indemnitees
capacity as a Member, a Board Member, an officer of the LLC or any Affiliate
thereof, or their respective partners, officers, employees and agents, and as to
an action in another capacity, and shall continue as to an Indemnitee who has
ceased to serve in such capacity and shall inure to the benefit of the heirs,
successors, assigns, and administrators of the Indemnitee.

7.8.4. INSURANCE

The LLC may purchase and maintain insurance on behalf of the
Board of Managers and such other Persons as the Board of Managers shall
determine against any liability that may be asserted against or expense that may
be incurred by such Persons in connection with the offering of interests in the
LLC or the business or activities of the LLC, regardless of whether the LLC
would have the power to indemnify such Persons against such liability under the
provisions of this Agreement.

7.8.5. INTEREST IN TRANSACTION

An Indemnitee shall not be denied indemnification in whole or
in part under this SECTION 7.8. or otherwise by reason of the fact that the
Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted or not
expressly prohibited by the terms of this Agreement.

7.8.6. BENEFIT

The provisions of this SECTION 7.8. are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

7.9. AMENDMENT OF THIS AGREEMENT

Any amendment or modification to this Agreement may be made
only upon the written consent of the Members holding a majority of the
Percentage Interests, except as otherwise provided herein and except for any
amendment requiring additional Capital contributions.

8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR

8.1. BANK ACCOUNTS

All funds of the LLC shall be deposited in its name in such
checking and savings accounts, time deposits or certificates of deposit, or
other accounts at such banks as shall be designated by the Board of Managers.
The Board of Managers shall arrange for the appropriate conduct of such account
or accounts.

8.2. BOOKS AND RECORDS

The Board of Managers shall keep, or cause to be kept,
accurate, full and complete books and accounts showing assets, liabilities,
income, operations, transactions and the financial condition of the LLC. Such
books and accounts shall be prepared on the cash or accrual basis of accounting,
as determined by the Board of Managers. Any Member, or its respective designee,
shall have access thereto at any reasonable time during regular business hours
and shall have the right to copy said records at its expense.

8.3. ACCOUNTING DECISIONS

All decisions as to accounting matters, except as specifically
provided to the contrary herein, shall be made by the Board of Managers.

8.4. WHERE MAINTAINED

The books, accounts and records of the LLC at all times shall
be maintained at the LLCs principal office Or such other place of business as
the officers of the LLC may determine.

8.5. TAX MATTERS PARTNER

The Members with a majority of the Percentage Interests from
time to time shall appoint a person (who shall be a Member) to act as the "tax
matters partner" of the LLC, as provided in Regulations pursuant to section 6231
of the Code, and may replace the Person so designated. The Members hereby
appoint __________________ to act as the initial tax matters partner of the LLC.
Each Member hereby approves of such designation and agrees to execute, certify,
acknowledge, deliver, swear to, file, and record at the appropriate public
offices such documents as may be deemed necessary or appropriate to evidence
such approval.

8.6. FISCAL YEAR

The fiscal year of the LLC for financial, accounting, Federal,
state and local income tax purposes initially shall be the calendar year (the
"FISCAL YEAR"). The Board of Managers shall have authority to change the
beginning and ending dates of the Fiscal Year if the Board of Managers deems
such change to be necessary or appropriate.

9. TRANSFER OF LLC INTERESTS,

9.1. DEFINITION

The term "transfer" when used in this SECTION 9 with respect
to LLC Interests, shall include any sale, assignment, gift, pledge,
hypothecation, mortgage, exchange, or other disposition, except that such term
shall not include any pledge, mortgage, or hypothecation of or granting of a
security interest in LLC Interests in connection with any financing obtained on
behalf of the LLC.

9.2. TRANSFERS

LLC Interests are transferable upon the transferee of such LLC
Interest executing and delivering a copy of this Agreement to the Board of
Managers. Upon such execution and delivery, the transferee of a LLC Interest
shall become a substituted Member. Unless and until a transferee is admitted as
a substituted Member, the transferee shall have no right to exercise any of the
powers, rights, and privileges of a Member hereunder. A Member who has
transferred his entire LLC Interest in accordance with SECTION 9.2 to a
transferee who is admitted as a substituted Member hereunder shall cease to be a
Member upon the effective date of such admission and thereafter shall have no
further powers, rights, and privileges as a Member hereunder except as provided
in SECTION 6.3 and SECTION 8.5.

10. DISSOLUTION AND LIQUIDATION

10.1. EVENTS CAUSING DISSOLUTION

The .LLC-shall be dissolved and its affairs wound up upon the
occurrence of any of the following events:

(a) the consent in writing to dissolve and wind up the affairs
of the LLC by all of the Members;

(b) the sale or other disposition (voluntarily or
involuntarily) by the LLC of all or substantially all of the LLC Assets and the
collection of all amounts derived from any such

sale or other disposition, including all amounts payable to the LLC under any
promissory notes or other evidences of indebtedness taken by the LLC (unless the
Board of Managers shall elect to distribute such indebtedness to the Members in
liquidation), and the satisfaction of contingent liabilities of the LLC in
connection with such sale or other disposition; and

(c) the occurrence of any event that, under the New Jersey LLC
Act, would cause the dissolution of the LLC or that would make it unlawful for
the business of the LLC to be continued.

10.2. RIGHT TO CONTINUE BUSINESS OF THE LLC

Upon an event described in SECTION 10.1.(C) (but not an event
described in SECTION 10.1.(C) that makes it unlawful for the business of the LLC
to be continued), the LLC thereafter shall be dissolved and liquidated unless,
within ninety (90) days after the event described in such SECTION 10.1.(C), an
election to continue the business of the LLC shall be made in writing by all
Members. If such an election to continue the LLC is made, then the LLC shall
continue until another event causing dissolution in accordance with this Article
10 shall occur.

10.3. CANCELLATION OF CERTIFICATE OF FORMATION

Upon the dissolution and the completion of winding up of the
LLC, the Certificate of Formation shall be canceled in accordance with the
applicable provisions of the New Jersey LLC Act.

10.4. DISTRIBUTIONS UPON DISSOLUTION

Upon the dissolution of the LLC, the Board of Managers (or any
other person or entity responsible for winding up, the affairs of the LLC) shall
proceed without any unnecessary delay to pay or make due provision for the
payment of all debts, liabilities and obligations of the LLC. The Board of
Managers (or any other person or entity responsible for winding up the affairs
of the LLC) shall distribute any LLC Assets remaining after the payment of all
debts, liabilities and obligations of the LU) (including, without limitation,
all amounts owing to a Member under this Agreement or under any agreement
between the LLC and a Member entered into by the Member other than in its
capacity as a Member of the LLC), the payment of expenses of liquidation of the
LLC, and the establishment of a reasonable reserve in an amount estimated by the
Board of Managers to be sufficient to pay any amounts reasonably anticipated to
be

required to be paid by the LLC, which shall be distributed to the Members first,
pro rata, in proportion to the positive balances, if any, in their respective
Capital Accounts until such Capital Accounts are reduced to zero sums, and
second, the remaining LLC Assets, if any, shall be distributed to the Members,
pro rata, in accordance with their respective LLC Interests.

10.5. REASONABLE TIME FOR WINDING TIP

A reasonable time shall be allowed for the orderly winding up
of the business and affairs of the LLC and the liquidation of its assets
pursuant to SECTION 10.4. in order to minimize any losses otherwise attendant
upon such a winding up.

11. MISCELLANEOUS PROVISIONS

11.1. ADDITIONAL ACTIONS AND DOCUMENTS

Each Member hereby agrees to take or cause to be, taken such
further actions, to execute, acknowledge, deliver and filed or cause to be
executed, acknowledged, delivered and filed such further documents and
instruments, and to, use best efforts to obtain such consents as may be
necessary or as may be reasonably requested in order fully to effectuate the
purposes, terms and conditions of this Agreement, whether before, at or after
the closing of the transactions contemplated by this Agreement.

11.2. NOTICES

All notices, demands, requests or other communications which
may be or are required to be given, served, or sent by a Member pursuant to this
Agreement shall be in writing and shall be hand delivered (including delivery by
courier), mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by telegram, telex or facsimile
transmission, addressed as set forth on Exhibit A attached hereto. Each Member
may designate by notice in writing a new address to which any notice, demand,
request or communication may thereafter be so given, served or sent. Each
notice, demand, request or communication which shall be delivered, mailed or
transmitted in the manner described above shall be deemed sufficiently given,
served, sent or received for all purposes at such time as it is delivered to the
addressee (with an affidavit of personal delivery, the return receipt, the
delivery receipt, or (with respect to a telex) the answer back

being deemed conclusive evidence of such delivery) or at such time as delivery
is refused by the addressee upon presentation.

11.3. EXPENSES

Except as otherwise expressly provided in this Agreement, each
Member shall each pay its own expenses (including its own legal fees and
expenses) in connection with the preparation, negotiation and execution of this
Agreement and in their roles as Members of the LLC.

11.4. SEVERABILITY

The invalidity of any one or more provisions hereof or of any
other agreement or instrument given pursuant to or in connection with this
Agreement shall not affect the remaining portions of this Agreement or any such
other agreement or instrument or any part thereof, all of which are inserted
conditionally on their being held valid in law; and in the event that one or
more of the provisions contained herein or therein should be invalid, or should
operate to render this Agreement or any such other agreement or instrument
invalid, this Agreement and such, other agreements and instruments shall be
construed as if such invalid provisions had not been inserted.

11.5. SURVIVAL

It is the express intention and agreement of the Members that
all covenants, agreements, statements, representations, warranties and
indemnities made in this Agreement shall survive the execution and delivery of
this Agreement.

11.6. WAIVERS

Neither the waiver by a Member of a breach of or a default
under any of the provisions of this Agreement, nor the failure of a Member, on
one or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right, remedy or privilege hereunder, shall thereafter be construed
as a waiver of any subsequent breach or default of a similar nature, or as a
waiver of any such provisions, rights, remedies or privileges hereunder.

11.7. EXERCISE OF RIGHTS

No failure or delay on the part of a Member or the LLC in
exercising any right, power or privilege hereunder and no

course of dealing between the Members or between a Member and the LLC shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise of
any right, power or privilege. The rights and remedies herein expressly provided
are cumulative and not exclusive of any other rights or remedies which a Member
or the LLC would otherwise have at law or in equity or otherwise.

11.8. BINDING EFFECT

Subject to any provisions hereof restricting assignment, this
Agreement shall be binding upon and shall inure to the benefit of the Members
and their respective hefts, devises, executors, administrators, legal
representatives, successors and assigns.

11.9. LIMITATION ON BENEFITS OF THIS AGREEMENT

Subject to SECTION 7.8 and SECTION 8.6, it is the explicit
intention of the Members that no person or entity other than the Members and the
LLC is or shall be entitled to bring any action to enforce any provision of this
Agreement against any Member or the LLC, and that the covenants, undertakings
and agreements set forth in this Agreement shall be solely for the benefit of,
and shall be enforceable only by, the Members (or their respective successors
and assigns as permitted hereunder) and the LLC.

11.10. ENTIRE AGREEMENT

This Agreement (including Addendum I and the Exhibits hereto)
contains the entire agreement between the Members with respect to the
transactions contemplated herein, and supersedes all prior oral or written
agreements, commitments or understandings with respect to the matters provided
for herein and therein. I

11.11. HEADINGS

Section and subsection headings contained in this Agreement
are inserted for convenience of reference only, shall not be deemed to be a part
of this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

11.12. GOVERNING LAW

This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed by and
construed in accordance with the laws of the State of New Jersey (but not
including the choice of law rules thereof).

11.13. EXECUTION IN COUNTERPARTS

To facilitate execution, this Agreement may be executed in two
counterparts; and it shall not be necessary that the signatures of, or on behalf
of, each party, or that the signatures of all persons required to bind any
party, appear on each counterpart; but it shall be sufficient that the signature
of, or on behalf of, each party, or that the signatures of the persons required
to bind any party, appear on one or more of the counterparts. All counterparts
shall collectively constitute a single agreement. It shall not be necessary in
making proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of, or on behalf of, all of
the parties hereto.

IN WITNESS WHEREOF, the undersigned have caused this Limited
Liability Company Agreement to be duly executed on their behalf as of the day
and year first hereinabove set forth.

XXXXX PROJECTS, INC.

Attest:

________________________________ By:
________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer

XXXXX WASTE TO ENERGY, INC.

Attest:

________________________________ By:
________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer and Treasurer

Exhibit T3B-43

ADDENDUM I

DEFINITIONS

"ADDITIONAL CAPITAL CONTRIBUTION" -- As defined in Section
5.2.1.

"AFFILIATE" -- When used with reference to a specified Person,
means (i) any Person that directly or indirectly through one or more
intermediaries controls or is controlled by or is under common control with the
specified Person, (ii) any Person that is an officer or director of; general
partner in or trustee of, or serves in a similar capacity with respect to, the
specified Person or of which the specified Person is an officer, director,
general partner or trustee, or with respect to which the specified Person serves
in a similar capacity, (iii) any Person for which an officer or director of,
general partner in or trustee of, or individual serving in a similar capacity
with respect to, the specified Person serves in any such capacity, and (iv) any
relative or spouse of the specified Person who makes his or her home with that
of the specified Person. As used in this definition of "Affiliate", the term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise.

"AGREEMENT" -- This Limited Liability Company Agreement, as it
may be amended or supplemented from time to time.

"BOARD MEMBER" -- A Person appointed by the Members to serve
on the Board of Managers.

"BOARD OF MANAGERS" -- The group of Persons appointed by the
Members pursuant to SECTION 7.2 who are vested with the responsibility and
authority for management of the business and affairs of the LLC.

"CAPITAL ACCOUNT" -- As defined in Section 5.4.

"CAPITAL CONTRIBUTION" -- Any property (including cash)
contributed to the LLC by or on behalf of a Member.

"CERTIFICATE" -- The Certificate of Formation of the LLC,
dated as of June. 22, 1998, and any and all amendments thereto, Med on behalf of
the LLC with the New Jersey Secretary of State as required under the New Jersey
LLC Act.

"CHAIRMAN OF THE BOARD OF MANAGERS" -- As defined in Section 7.3.1.

"CODE" -- The Internal Revenue Code of 1986, as in effect and
hereafter amended, and, unless the context otherwise requires, applicable
regulations thereunder. Any reference herein to a specific section or sections
of the Code shall be deemed to include a reference to any corresponding
provision of future law.

"FISCAL YEAR" -- As defined in Section 8.6.

"INDEMNITEE" -- As defined in SECTION 7.8.

"LLC" -- Xxxxx Xxxxxx Operations of Union LLC, a New Jersey
limited liability company.

"LLC ASSETS" -- All assets and property, whether tangible or
intangible and whether real, personal, or mixed, at any time owned by or held
for the benefit of the LLC.

"LLC INTEREST" -- As to any Member, all of the interest of
that Member in the LLC, including, without limitation, such Members (i) right to
a distributive share of the income, gain, losses and deductions of the LLC in
accordance with this Agreement, and (ii) right to a distributive share of LLC
Assets.

"MAJORITY VOTE" -- The vote of a majority of the Board Members
present at any meeting at which a quorum is present.

"MEMBER" -- The signatories to this Agreement, or any other
Person who in the future shall execute and deliver this Agreement, or other
documents as the Members deems necessary or appropriate to evidence such Persons
agreement to be admitted as a Member and be bound by the terms and conditions of
the Certificate and this Agreement, and be admitted to the LLC as a new Member
pursuant to the provisions hereof.

"NEW JERSEY LLC ACT" -- The New Jersey Limited Liability
Company Act, as amended.

"NON-CONTRIBUTING MEMBER" -- As defined in Section 5.2.2.

"PERCENTAGE INTEREST" -- A Members ownership interest in the
LLC by virtue of its LLC Interest expressed as a percentage of the ownership
interests of all Members.

"PERSON" -- Any individual, corporation, association,
partnership, limited liability company, joint venture, trust, estate, or other
entity or organization.

"REGULATIONS" -- The regulations issued by the United States
Department of the Treasury under the Code as now in effect and as they may be
amended from time to time, and any successor regulations.

"TRANSFER" -- As defined in SECTION 9.1.

iii

Exhibit T3B-43
EXHIBIT A

NAME OF MEMBER INITIAL CAPITAL CONTRIBUTION PERCENTAGE INTEREST
-------------- ---------------------------- -------------------

Xxxxx Projects, Inc. $99.00 99.00%
00 Xxxx Xxxx
X.X. Xxx 0000 Xxxxxxxxx, XX 07007-2615

Xxxxx Waste to Energy, Inc. $ 1.00 1.00%
00 Xxxx Xxxx
X.X. Xxx 0000 Xxxxxxxxx, XX 00000-0000

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