0000071297-03-000050 Sample Contracts

METROWEST REALTY, L.L.C. FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • July 29th, 2003 • National Grid Transco PLC • Natural gas transmission

THIS FIRST AMENDMENT dated January 28, 1999 to the Limited Liability Company Agreement of Metrowest Realty, L.L.C. (the “LLC”), a Delaware limited liability company, dated as of December 17, 1998 (the “Agreement”), is made by New England Electric System as the sole member (“Member”) of the LLC. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Agreement is hereby amended as follows: 1. Change of Name. Section 1 of the Agreement is hereby amended to read in its entirety as follows, in order to reflect that the Member, pursuant to its authority granted in Section 14(e) of the Agreement, has elected to change the name of the LLC: “1. Name of LLC. The name of the LLC is Metrowest Realty LLC.”

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LIMITED LIABILITY COMPANY AGREEMENT OF GRIDAMERICA LLC A Delaware Limited Liability Company Dated: October 31, 2002
Limited Liability Company Agreement • July 29th, 2003 • National Grid Transco PLC • Natural gas transmission • New York
AMENDMENT NO. 1 TO GENERAL PARTNERSHIP AGREEMENT OF NATIONAL GRID GENERAL PARTNERSHIP
General Partnership Agreement • July 29th, 2003 • National Grid Transco PLC • Natural gas transmission • Delaware

This Amendment No. 1 to General Partnership Agreement of National Grid General Partnership (this "Amendment"), dated as of December 20, 2001, is entered into by and between National Grid (Ireland) 1 Limited and National Grid (Ireland) 2 Limited (jointly, the "Existing Partners”). WHEREAS, the Existing Partners heretofore formed Delaware general partnership known as National Grid General Partnership (the "Partnership") pursuant to and in accordance with the Delaware Uniform Partnership Law, as amended (6 Del. C. §1501, et seq.), as amended from time to time (the "Act”), and the General Partnership Agreement of the Partnership, dated as of July 16, 1999 (the "Original Agreement”); WHEREAS, in accordance with the terms of the Original Agreement, the Existing Partners hereby consent to the adoption of this Amendment; WHEREAS, the Existing Partners are the only partners of the Partnership; WHEREAS, immediately following the adoption of this Amendment and pursuant to that certain A

AMENDMENT NO. 2 TO GENERAL PARTNERSHIP AGREEMENT OF NATIONAL GRID GENERAL PARTNERSHIP
General Partnership Agreement • July 29th, 2003 • National Grid Transco PLC • Natural gas transmission • Delaware

This Amendment No. 2 to General Partnership Agreement of National Grid General Partnership (this "Amendment"), dated as of December 20, 2001, is entered into by and between National Grid (US) Partner 1 Limited and National Grid (US) Partner 2 Limited (jointly, the "Partners”). WHEREAS, the Delaware general partnership known as National Grid General Partnership (the "Partnership") was formed pursuant to and in accordance with the Delaware Uniform Partnership Law, as amended (6 Del. C. § 1501, et seq.), as amended from time to time (the "Act"), and the General Partnership Agreement of the Partnership, dated as of July 16, 1999; WHEREAS, such General Partnership Agreement was amended by Amendment No. 1 to General Partnership Agreement, dated as of December 20, 2001, and immediately thereafter, the Partners became general partners in the Partnership by assignment of the partnership interests of the original general partners; WHEREAS, in accordance with the terms of such General Par

AMENDMENT NO. 3 TO GENERAL PARTNERSHIP AGREEMENT OF NATIONAL GRID GENERAL PARTNERSHIP
General Partnership Agreement • July 29th, 2003 • National Grid Transco PLC • Natural gas transmission • Delaware

This Amendment No. 3 to General Partnership Agreement of National Grid General Partnership (this "Amendment"), dated as of January 31, 2002, is entered into by and between National Grid (US) Partner 1 Limited and National Grid (US) Partner 2 Limited (jointly, the "Partners"). WHEREAS, the Delaware general partnership known as National Grid General Partnership (the "Partnership") was formed pursuant to and in accordance with the Delaware Uniform Partnership Law, as amended (6 Del. C. § 1501, et seq.), as amended from time to time (the "Act"), and the General Partnership Agreement of the Partnership, dated as of July 16, 1999; WHEREAS, such General Partnership Agreement was amended by Amendment No. 1 and by Amendment No. 2 to General Partnership Agreement, each dated as of December 20, 2001; WHEREAS, in accordance with the terms of such General Partnership Agreement, as so amended by Amendment No. 1 and by Amendment No. 2 to General Partnership Agreement (as so amended, the "Agre

NATIONAL GRID GENERAL PARTNERSHIP (a Delaware General Partnership) General Partnership Agreement Date: 16 July 1999
General Partnership Agreement • July 29th, 2003 • National Grid Transco PLC • Natural gas transmission • Delaware
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