FORM OF AGREEMENT AND PLAN OF MERGER OF EASTERN ENTERPRISES (a Massachusetts voluntary association) AND EASTERN ENTERPRISES, LLC (a Massachusetts limited liability company)Merger Agreement • January 18th, 2002 • Keyspan Corp • Natural gas distribution
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of _________, 2002, by Eastern Enterprises, a Massachusetts voluntary association (“Eastern”), and Eastern Enterprises, LLC, a Massachusetts limited liability company (“Eastern LLC”). Eastern and Eastern LLC are collectively referred to herein as the “Constituent Entities.” WHEREAS, KeySpan Corporation, a New York corporation (“KeySpan”), owns all of the issued and outstanding shares of common stock of Eastern; WHEREAS, KeySpan owns 99% of the membership interests of Eastern LLC, and KeySpan New England, LLC, a wholly-owned subsidiary of KeySpan, owns 1% of the membership interests of Eastern LLC; WHEREAS, the Board of Trustees of Eastern and the Managers of Eastern LLC declare it advisable and to the advantage, welfare, and best interests of said Constituent Entities and their respective stockholders and members to merge (the “Merger”) Eastern with and into Eastern LLC pursuant to the provisions of
EASTERN ENTERPRISES, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • January 18th, 2002 • Keyspan Corp • Natural gas distribution • Massachusetts
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of Eastern Enterprises, LLC (the "Company") is made as of ___________, 2002, by and between the persons identified as the Members and Managers on Schedule A and Schedule B, respectively, attached hereto (such persons and their respective successors in office or in interest being hereinafter referred to individually as a "Manager" or "Member" or collectively as the "Managers" or "Members"). WHEREAS, the Company was formed as a limited liability company under the Massachusetts Limited Liability Company Act (as amended from time to time, the "Act") on __________, 2002; and WHEREAS, the Managers and the Members wish to set out fully their respective rights, obligations and duties regarding the Company and its assets and liabilities; NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties hereby agree as follows:
KEYSPAN NEW ENGLAND, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • January 18th, 2002 • Keyspan Corp • Natural gas distribution • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KEYSPAN NEW ENGLAND, LLC (this “Agreement”) is made as of the ____ day of _____________, 2002 (the “Effective Date”) by KeySpan Corporation, a New York corporation (“KeySpan”), and each Person, if any, subsequently admitted to the Company as a member in accordance with the terms hereof. These Persons shall be referred to herein collectively as “Members” and individually as a “Member.” KeySpan New England, LLC (the “Company”) was established pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware by the Company’s authorized representative on ___________, 2002. Accordingly, the sole Member of the Company, KeySpan, on behalf of itself and any future Members, if any, hereby adopts this Operating Agreement as follows:
