FORM OF AGREEMENT AND PLAN OF MERGER OF EASTERN ENTERPRISES (a Massachusetts voluntary association) AND KeySpan New England, LLC (a Massachusetts limited liability company)Form of Agreement • May 29th, 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 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 Se
KEYSPAN NEW ENGLAND, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • May 29th, 2002 • Keyspan Corp • Natural gas distribution • Massachusetts
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of KeySpan New England, 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:
KSNE, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KSNE, LLC (this “Agreement”) is made as of the ____ day of ______, 2002 (the “Effective Date”) by KeySpan Corporation, a New York corporation...Limited Liability Company Operating Agreement • May 29th, 2002 • Keyspan Corp • Natural gas distribution • Delaware
Certain capitalized terms used in this Agreement shall have the meanings set forth below: “ Available Cash” with respect to any fiscal period of the Company shall mean the net cash of the Company available after appropriate provision for expenses, liabilities, commitments and contingencies of the Company as determined by the Board of Managers. “Capital Account” means, with respect to any Member, the capital account maintained for such Person in accordance with Section 3.6 of this Agreement. “Capital Contribution” means, with respect to any Member, the amount of money and the value of other property contributed to the Company with respect to the Interest held by such Member. “Certificate of Formation” means the certificate of formation of the Company as filed with the Secretary of State of Delaware in accordance with the Company Act, as amended from time to time. "Code" means the Internal Revenue Code of 1986, as amended. "Company Act" means the Delaware Limited Liability Co
