KEYSPAN NEW ENGLAND, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • April 8th, 2002 • Keyspan Corp • Natural gas distribution • Massachusetts
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of KeySpan New England, LLC (the "Company") is made as of May __, 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 May __, 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:
KSNE, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • April 8th, 2002 • Keyspan Corp • Natural gas distribution • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KSNE, LLC (this “Agreement”) is made as of the ____ day of May __, 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.” KSNE, 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 May __, 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:
FORM OF AGREEMENT AND PLAN OF MERGER OF EASTERN ENTERPRISES (a Massachusetts voluntary association) AND KEYSPAN NEW ENGLAND, LLC (a Massachusetts limited liability company)Merger Agreement • April 8th, 2002 • Keyspan Corp • Natural gas distribution
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of May __, 2002, by Eastern Enterprises, a Massachusetts voluntary association (“Eastern”), and KeySpan New England, LLC, a Massachusetts limited liability company (“KNE LLC”). Eastern and KNE 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 KNE LLC, and KSNE, LLC, a wholly-owned subsidiary of KeySpan, owns 1% of the membership interests of KNE LLC; WHEREAS, the Board of Trustees of Eastern and the Managers of KNE 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 KNE LLC pursuant to the provisions of Section 2 of Chapter 182 and Section 59 o
