Keyspan Corp Sample Contracts

Keyspan Corp – TO AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (July 25th, 2007)

Exhibit 99.8 EXECUTION COPY LETTER AMENDMENT TO AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT June 29, 2007 Reference is made to the Amended and Restated Management Services Agreement, dated as of January 1, 2006, between Long Island Lighting Company d/b/a LIPA ("LIPA"), a wholly-owned subsidiary of the Long Island Power Authority (the "Authority"), and KeySpan Electric Services LLC as heretofore amended (the "Amended MSA"). Capitalized terms used herein shall have the meaning given to them in the Amended MSA unless otherwise defined herein. In June 2007, KeySpan Corporation ("KeySpan") received a Civil Investigative Demand ("CID") from the United States Department of Justice ("DOJ"). The CID directs KeySpan to provide the DOJ with

Keyspan Corp – FIRST AMENDMENT TO OPTION AND PURCHASE AND SALE AGREEMENT (July 25th, 2007)

Exhibit 99.6 EXECUTION COPY FIRST AMENDMENT TO OPTION AND PURCHASE AND SALE AGREEMENT This FIRST AMENDMENT TO OPTION AND PURCHASE AND SALE AGREEMENT (this "Amendment") is made and entered into as of March 22, 2007, by and between KEYSPAN GENERATION LLC, a limited liability company organized and existing under the laws of the State of New York ("Seller", and also referred to herein as "Genco"), and LONG ISLAND LIGHTING COMPANY d/b/a LIPA, a wholly-owned subsidiary of Long Island Power Authority, a corporate municipal instrumentality and political subdivision of the State of New York ("Buyer", and also referred to herein as "LIPA"). RECITALS WHEREAS, Seller and Buyer have previously entered into an Option and Purchase and Sale Agreement, dated as of January 1, 2006 and as amended by letter agreement, dated as of Dece

Keyspan Corp – RIGHT OF FIRST REFUSAL AGREEMENT (July 25th, 2007)

Exhibit 99.5 EXECUTION COPY RIGHT OF FIRST REFUSAL AGREEMENT RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") dated as of March 22, 2007, by and between KEYSPAN GENERATION LLC, a limited liability company organized and existing under the laws of the State of New York ("Genco"), and Long Island Lighting Company d/b/a LIPA, a wholly-owned subsidiary of Long Island Power Authority, a corporate municipal instrumentality and political subdivision of the State of New York ("LIPA"). W I T N E S S E T H: WHEREAS, Genco, LIPA and certain of their affiliates have entered into a certain Agreement and Waiver dated as of the date hereof (the "Waiver Agreement"); WHEREAS, in the Waiver Agreement, among other things, Genco has agreed to grant LIPA a right of first refusal ("ROFR") to purchase Genco's electric g

Keyspan Corp – AGREEMENT AND WAIVER (July 25th, 2007)

Exhibit 99.1 EXECUTION COPY AGREEMENT AND WAIVER -------------------- AGREEMENT AND WAIVER, dated as of March 22, 2007 by and among NATIONAL GRID USA ("National Grid"), KEYSPAN CORPORATION ("KeySpan"), KEYSPAN ELECTRIC SERVICES LLC ("KeySpan Electric"), KEYSPAN GENERATION LLC ("Genco"), and KEYSPAN ENERGY TRADING SERVICES LLC ("KETS") (collectively, the "National Grid/KeySpan Companies") and the LONG ISLAND LIGHTING COMPANY d/b/a LIPA and the LONG ISLAND POWER AUTHORITY (the "Authority" and collectively with LIPA, "LIPA"). W I T N E S S E T H: -------------------- WHEREAS, on February 25, 2006 National Grid plc, National Grid US8 Inc. and KeySpan entered into a certain Agreement and Plan of Merger (the "Merger Agreement") pursuant to which National Grid US8 Inc., a wh

Keyspan Corp – SECOND OPTION AND PURCHASE AND SALE AGREEMENT (July 25th, 2007)

Exhibit 99.7 [Shoreham and Wading River] EXECUTION COPY SECOND OPTION AND PURCHASE AND SALE AGREEMENT by and between KEYSPAN GENERATION LLC, AS SELLER, AND LONG ISLAND LIGHTING COMPANY d/b/a LIPA, AS BUYER, Dated as of March 22, 2007 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1. Definitions..........................................................1 Section 1.2

Keyspan Corp – MANAGEMENT SERVICES AGREEMENT (July 25th, 2007)

Exhibit 99.2 EXECUTION COPY AMENDMENT TO AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this "Amendment") is made and entered into as of March 22, 2007 between the Long Island Lighting Company d/b/a LIPA, a New York corporation ("LIPA"), a wholly-owned subsidiary of the Long Island Power Authority, a corporate municipal instrumentality of the State of New York and a body corporate and politic and a political subdivision of the State of New York (the "Authority"), and KeySpan Electric Services LLC, a limited liability company organized and existing under the laws of the State of New York (the "Manager"). RECITALS -------- WHEREAS, the parties hereto (or their predecessors) ha

Keyspan Corp – POWER SUPPLY AGREEMENT (July 25th, 2007)

Exhibit 99.3 EXECUTION COPY FOURTH AMENDMENT Dated as of March 22, 2007 to POWER SUPPLY AGREEMENT between LONG ISLAND LIGHTING COMPANY and KEYSPAN GENERATION LLC Dated as of June 26, 1997 This FOURTH AMENDMENT (the "Amendment") is made and entered into as of March 22, 2007, by and between LONG ISLAND LIGHTING COMPANY d/b/a LIPA, a New York corporation ("LIPA"), and KEYSPAN GENERATION LLC, a New York limited liability company ("GENCO"), to the Power Supply Agreement, by and between LIPA and GENCO, dated as of June 26, 1997 (as amended,

Keyspan Corp – OMNIBUS GAS TRANSPORTATION AND BALANCING AGREEMENT (July 25th, 2007)

Exhibit 99.4 -------------------------------------------------------------------------------- EXECUTION COPY -------------------------------------------------------------------------------- OMNIBUS GAS TRANSPORTATION AND BALANCING AGREEMENT This Omnibus Gas Transportation and Balancing Agreement (this "Agreement") is made and entered into as of the 22nd day of March, 2007 between the LONG ISLAND LIGHTING COMPANY d/b/a LIPA and the LONG ISLAND POWER AUTHORITY (the "Authority" and collectively with LIPA, "LIPA") and KEYSPAN CORPORATION, KEYSPAN GAS EAST CORPORATION d/b/a KEYSPAN ENERGY DELIVERY LONG ISLAND ("KEDLI"), and KEYSPAN ENERGY TRADING SERVICES LLC ("KETS") (collectively "KeySpan"). LIPA and KeySpan are collectively referred to as "Parties" or individually referred to as a "Party". WITNESSETH WHEREAS, KeySpan Corporation and LIPA ar

Keyspan Corp – AGREEMENT WITH LIPA (March 23rd, 2007)

Exhibit 99.1 nationalgrid KEYSPAN NATIONAL GRID / KEYSPAN ANNOUNCE MANAGEMENT AGREEMENT WITH LIPA - Affirms merger is in best interests of Long Island electric customers - Provides significant long-term energy benefits - Enhances environmental and energy efficiency programs Hicksville, NY (March 23, 2007) - National Grid (LSE: NG. NYSE: NGG) and KeySpan Corp. (NYSE: KSE) today announced an amended and enhanced seven-year agreement with the Long Island Power Authority ("LIPA") to operate the electricity transmission and distribution system on Long Island. This agreement affirms that the National Grid/KeySpan merger is in the best interest of Long Island electric customers, and is also an important step in the merger of National Grid and KeySpan, targeted for

Keyspan Corp – OPTION AND PURCHASE AND SALE AGREEMENT (December 19th, 2006)

Exhibit 10.1 LETTER AMENDMENT TO OPTION AND PURCHASE AND SALE AGREEMENT LETTER AMENDMENT, made as of December 11, 2006, to the Option and Purchase and Sale Agreement, dated as of January 1, 2006 (the "Agreement") by and between KeySpan Generation LLC ("Genco") and Long Island Lighting Company d/b/a LIPA ("LIPA"). Capitalized terms used herein shall have the meanings given to them in the Agreement unless otherwise defined herein. 1. Inasmuch as the conditions precedent to the Effective Date set forth in Section 7.11 of the Agreement have no yet been satisfied, the parties hereto have agreed that it would be appropriate to extend the Expiration Date of the Option. Accordingly, the parties hereby agree that Section 2.3 of the Agreement is amended to read in its entirety as follows: "Section 2.3 Exercisability. Subject to the furthe

Keyspan Corp – 5.60% SENIOR UNSECURED NOTE DUE NOVEMBER 29, 2016 (December 5th, 2006)

Exhibit 10.4 KEYSPAN GAS EAST CORPORATION, doing business as KEYSPAN ENERGY DELIVERY LONG ISLAND 5.60% SENIOR UNSECURED NOTE DUE NOVEMBER 29, 2016 No. [_____] November 29, 2006 $[_______] PPN 49338# AA 4 FOR VALUE RECEIVED, the undersigned, KeySpan Gas East Corporation, doing business as KeySpan Energy Delivery Long Island (herein called the "Company"), a corporation organized and existing under the laws of the State of New York, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] DOLLARS (or so much thereof as shall not have been prepaid) on November 29, 2016, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof a

Keyspan Corp – NOTE PURCHASE AGREEMENT (December 5th, 2006)

Exhibit 10.1 ================================================================================ THE BROOKLYN UNION GAS COMPANY, doing business as KEYSPAN ENERGY DELIVERY NEW YORK $400,000,000 5.60% Senior Unsecured Notes due November 29, 2016 ---------------------------------------------------------- NOTE PURCHASE AGREEMENT ------------- Dated as of November 29, 2006 ================================================================================ TABLE OF CONTENTS SECTION HEADING PAGE

Keyspan Corp – 5.60% SENIOR UNSECURED NOTE DUE NOVEMBER 29, 2016 (December 5th, 2006)

Exhibit 10.3 Microsoft Word 10.0.4219;THE BROOKLYN UNION GAS COMPANY, doing business as KEYSPAN ENERGY DELIVERY NEW YORK 5.60% SENIOR UNSECURED NOTE DUE NOVEMBER 29, 2016 No. [_____] November 29, 2006 $[_______] PPN 114259 A* 5 FOR VALUE RECEIVED, the undersigned, The Brooklyn Union Gas Company, doing business as KeySpan Energy Delivery New York (herein called the "Company"), a corporation organized and existing under the laws of the State of New York, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________] DOLLARS (or so much thereof as shall not have been prepaid) on November 29, 2016, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance

Keyspan Corp – NOTE PURCHASE AGREEMENT (December 5th, 2006)

Exhibit 10.2 ================================================================================ KEYSPAN GAS EAST CORPORATION, doing business as KEYSPAN ENERGY DELIVERY LONG ISLAND $100,000,000 5.60% Senior Unsecured Notes due November 29, 2016 ---------------------------------------------------- NOTE PURCHASE AGREEMENT ------------- Dated as of November 29, 2006 ================================================================================ TABLE OF CONTENTS SECTION HEADING PAGE

Keyspan Corp – Amendment to Employment Agreement (September 8th, 2006)

Exhibit 10 Amendment to Employment Agreement Amendment to the Employment Agreement dated January 1, 2005 between KeySpan Corporation, a New York corporation (the "Company") and Anthony Sartor (the "Executive") which is effective upon the date of execution set forth below (the "Amendment".) WITNESSETH THAT WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated as of January 1, 2005 (the "Employment Agreement"), pursuant to which the Company provided for the employment of the Executive and the Executive agreed to be employed by the Company, under the terms and conditions therein stated; and WHEREAS, the Company and the Executive desire to amend the Employment Agreement; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Section 2.2 of the Employment Agre

Keyspan Corp – o 1Q `05 Press Release (May 8th, 2006)

Exhibit 99.1 Presentation to the American Gas Association Financial Forum - May 8, 2006 "Executing on our Strategy" Cover Page (G Laskaris) o Welcome o Introduce KeySpan Attendees o Handout - Folder o Presentation o 1Q `05 Press Release o Fact Sheet o Presentation Format -- Robert Fani and Gerry Luterman will be presenting, this afternoon. The presentation content will include a discussion of the planned acquisition of KeySpan by National Grid, our strategy, first quarter results and a financial update. After the presentations we will open the floor to questions. Also with us today are Wally Parker, President of KeySpan Energy Delivery and Customer Relationship Group and Steve Zelkowitz, President of Energy Assets and Supply. I'd also like to note that Bob Ca

Keyspan Corp – SENIOR EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN (May 4th, 2006)

Exhibit 10.1 KEYSPAN CORPORATION ------------------- SENIOR EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN ------------------------------------------------- As amended and restated Effective (February 23, 2006) Introduction ------------ The Board of Directors of KeySpan Corporation recognizes that, as is the case with many publicly held corporations, there exists the possibility of a Change of Control. This possibility and the uncertainty it creates may result in the loss or distraction of senior executives of the Company, to the detriment of the Company and its shareholders. The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the best interests of th

Keyspan Corp – Senior Executive Change of Control Severance Plan (March 30th, 2006)

Exhibit 10.1 March 24, 2006 Mr. Gerald Luterman One Metrotech Center Brooklyn, N.Y.11201 Senior Executive Change of Control Severance Plan ------------------------------------------------- Dear Gerry: Reference is made to the KeySpan Corporation (the "Company") Senior Executive Change of Control Severance Plan (the "Plan") and the Agreement and Plan of Merger between the Company and National Grid, PLC and National Grid US8, Inc. dated February 25, 2006 (the "Merger Agreement"). Capitalized terms used herein without definition have the meanings assigned to such terms under the Plan. The KeySpan Board of Directors has designated you as a Participant under the Plan with a multiple of Three (3X). Pursuant to the terms of the Plan, you may be entitled to receive certain Separation Benefits in the event that your employment is te

Keyspan Corp – AGREEMENT AND WAIVER OF RIGHTS AND CLAIMS (March 30th, 2006)

Exhibit 10.2 AGREEMENT AND WAIVER OF RIGHTS AND CLAIMS This Agreement dated March 24, 2006 is by and between Lenore F. Puleo residing at (Address) (Social Security No) ("Ms. Puleo") and KEYSPAN CORPORATION, or its subsidiaries, affiliated companies, its successors or its assigns ("KeySpan" or "the Company"), a New York corporation with offices at One MetroTech Center, Brooklyn, New York 11201. WHEREAS, The Company and Ms. Puleo have agreed that Ms. Puleo will terminate her employment with the Company effective April 1, 2006 (the "Termination Date"); WHEREAS the Company and National Grid, PLC and National Grid US8, Inc. have entered into an Agreement and Plan of Merger, dated as of February 25, 2006 (the "Merger Agreement"); WHEREAS, Ms. Puleo has been designated as a Participant under the Company's Senior Executive Change of Control Se

Keyspan Corp – AGREEMENT AND PLAN OF MERGER (March 1st, 2006)

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 25, 2006 between NATIONAL GRID PLC, NATIONAL GRID US8 INC. and KEYSPAN CORPORATION TABLE OF CONTENTS Page ARTICLE I THE MERGER..............................................................................................1 1.1. Effective Time of the Merger.....................

Keyspan Corp – SETTLEMENT AGREEMENT AND RELEASE (February 7th, 2006)

Exhibit 10.3 SETTLEMENT AGREEMENT AND RELEASE -------------------------------- This Settlement Agreement, dated as of the 1st day of January, 2006, is by and among KEYSPAN CORPORATION ("KeySpan"), KEYSPAN GENERATION LLC ("Genco"), KEYSPAN ELECTRIC SERVICES LLC, and KEYSPAN ENERGY TRADING SERVICES LLC (collectively, the "KeySpan Parties") and the LONG ISLAND LIGHTING COMPANY d/b/a LIPA ("LIPA") and the LONG ISLAND POWER AUTHORITY (the "Authority", collectively with LIPA the "LIPA Parties"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the KeySpan Parties and the LIPA Parties or their respective affiliates are parties to the Agreement and Plan of Merger (the "Merger Agreement"), Management Services Agreement ("MSA"), Energy Management Agreement ("EMA"), Generation Purchase Ri

Keyspan Corp – MANAGEMENT SERVICES AGREEMENT (February 7th, 2006)

Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT between LONG ISLAND LIGHTING COMPANY d/b/a LIPA and KEYSPAN ELECTRIC SERVICES LLC Dated as of January 1, 2006 ================================================================================ TABLE OF CONTENTS ----------------- Page ----

Keyspan Corp – OPTION AND PURCHASE AND SALE AGREEMENT (February 7th, 2006)

Exhibit 10.2 OPTION AND PURCHASE AND SALE AGREEMENT by and between KEYSPAN GENERATION LLC, AS SELLER, AND LONG ISLAND LIGHTING COMPANY d/b/a LIPA, AS BUYER, Dated as of January 1, 2006 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1. Definitions............................................................................1 Section 1.2. Rules of Construction...................

Keyspan Corp – MASTER AGREEMENT (January 24th, 2006)

(Multicurrency -- Cross Border) ISDA (R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of January 18, 2006 KEYSPAN CORPORATION And MORGAN STANLEY CAPITAL GROUP INC. ("Party A") ("Party B") have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows: -- 1. Interpretation (a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the ev

Keyspan Corp – PARTICIPATION AGREEMENT (November 4th, 2005)

Exhibit 10.5 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY and THE BROOKLYN UNION GAS COMPANY d/b/a KEYSPAN ENERGY DELIVERY NEW YORK ------------------------------ PARTICIPATION AGREEMENT ------------------------------ Dated as of November 1, 2005 - relating to - $55,000,000 Gas Facilities Revenue Bonds (The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York Project), 2005 Series B TABLE OF CONTENTS

Keyspan Corp – PARTICIPATION AGREEMENT (November 4th, 2005)

Exhibit 10.2 NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AND THE BROOKLYN UNION GAS COMPANY d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PARTICIPATION AGREEMENT Dated as of November 1, 2005 - relating to - $82,000,000 Gas Facilities Revenue Bonds (The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York Project), 2005 Series A TABLE OF CONTENTS Page -

Keyspan Corp – $82,000,000 PROMISSORY NOTE (November 4th, 2005)

Exhibit 10.3 THE BROOKLYN UNION GAS COMPANY d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PROJECT $82,000,000 PROMISSORY NOTE FOR GAS FACILITIES REVENUE BONDS (THE BROOKLYN UNION GAS COMPANY d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PROJECT), 2005 Series A New York, New York November 1, 2005 FOR VALUE RECEIVED, The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York, formerly known as The Brooklyn Union Gas Company, a New York corporation (the "Company"), promises to pay to the order of Citibank, N.A., as trustee (the "Trustee") under the hereinafter referred to Indenture, in lawful money of the United States, the principal sum of $82,000,000 (the "Loan Amount"),

Keyspan Corp – INDENTURE OF TRUST (November 4th, 2005)

Exhibit 10.1 INDENTURE OF TRUST BETWEEN NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AND CITIBANK, N.A., as Trustee Dated as of November 1, 2005 - relating to - $82,000,000 Gas Facilities Revenue Bonds (The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York Project), 2005 Series A TABLE OF CONTENTS Page ARTICLE I DE

Keyspan Corp – $55,000,000 PROMISSORY NOTE (November 4th, 2005)

Exhibit 10.6 THE BROOKLYN UNION GAS COMPANY d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PROJECT $55,000,000 PROMISSORY NOTE FOR GAS FACILITIES REVENUE BONDS (THE BROOKLYN UNION GAS COMPANY d/b/a KEYSPAN ENERGY DELIVERY NEW YORK PROJECT), 2005 Series B New York, New York November 1, 2005 FOR VALUE RECEIVED, The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York, formerly known as The Brooklyn Union Gas Company, a New York corporation (the "Company"), promises to pay to the order of Citibank, N.A., as trustee (the "Trustee") under the hereinafter referred to Indenture, in lawful money of the United States, the principal sum of $55,000,000 (the "Loan Amount"),

Keyspan Corp – INDENTURE OF TRUST (November 4th, 2005)

Exhibit 10.4 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- INDENTURE OF TRUST BETWEEN NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AND CITIBANK, N.A., as Trustee Dated as of November 1, 2005 -relating to- $55,000,000 Gas Facilities Revenue Bonds (The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York Project), 2005 Series B -------------------------------------------------------------------------------- ------------

Keyspan Corp – BOND PURCHASE AGREEMENT (November 1st, 2005)

Exhibit 10.2 EXECUTION COPY $55,000,000 New York State Energy Research and Development Authority Gas Facilities Revenue Bonds (The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York Project), 2005 Series B ----------------------- BOND PURCHASE AGREEMENT ----------------------- October 26, 2005 New York State Energy Research and Development Authority 17 Columbia Circle Albany, New York 12203-6399 The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York One MetroTech Center Brooklyn, New York 11201-3851 Ladies and Gentlemen: Goldman, Sachs & Co., BNY Capital Markets, Inc., Sovereign

Keyspan Corp – BOND PURCHASE AGREEMENT (November 1st, 2005)

Exhibit 10.1 EXECUTION COPY $82,000,000 New York State Energy Research and Development Authority 4.70% Gas Facilities Revenue Bonds (The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York Project) 2005 Series A ----------------------- BOND PURCHASE AGREEMENT ----------------------- October 26, 2005 New York State Energy Research and Development Authority 17 Columbia Circle Albany, New York 12203-6399 The Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York One MetroTech Center Brooklyn, New York 11201-3851 Ladies and Gentlemen: Morgan Stanley & Co. Incorporated, BNY Capital Markets, Inc.,

Keyspan Corp – CREDIT AGREEMENT (June 29th, 2005)

Exhibit 4.2 EXECUTION COPY $580,000,000 CREDIT AGREEMENT among KEYSPAN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, The Royal Bank of Scotland plc and Citibank, N.A. as Co-Syndication Agents, The Bank of New York and The Bank of Nova Scotia, as Co-Documentation Agents, and

Keyspan Corp – CREDIT AGREEMENT (June 29th, 2005)

Exhibit 4.1 EXECUTION COPY $920,000,000 CREDIT AGREEMENT among KEYSPAN CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, The Royal Bank of Scotland plc and Citibank, N.A., as Co-Syndication Agents, The Bank of New York and The Bank of Nova Scotia, as Co-Documentation Agents, and

Keyspan Corp – THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER (April 1st, 2005)

Exhibit 4.1 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERW