CERTIFICATE OF ORGANIZATION
OF
ACJ Acquisition LLC
Pursuant to the Massachusetts Limited Liability Company Act (the
"Act"), the undersigned hereby forms a limited liability company with the
following terms:
1. Federal Employer Identification Number. As of the date hereof, ACJ
Acquisition LLC has applied for, but not yet received, a Federal employer
identification number.
2. Name. The name of the limited liability company is ACJ Acquisition LLC
(the "LLC").
3. Office of the LLC. The address of the office of the LLC is c/o C T
Corporation System, 2 Oliver Street, Boston, Massachusetts 02109.
4. Business of LLC. The general character of the LLC is to engage in the
energy production and distribution business. The business of the LLC shall
include participation in such activities as are related or incidental to the
above and any other lawful business, trade, purpose or activity permitted under
the Act.
5. Name and Address of Resident Agent. The resident agent of the LLC in the
Commonwealth of Massachusetts for service of process is C T Corporation System,
2 Oliver Street, Boston, Massachusetts 02109.
6. Names and Addresses of the Managers. The Managers of the LLC and their
business addresses are as follows:
Frederick Lowther Steve Zelkowitz
KeySpan Corporation KeySpan Corporation
1 MetroTech Center 1 MetroTech Center
Brooklyn, NY 11201 Brooklyn, NY 11201
7. Persons Authorized to Convey Title. Frederick Lowther and Steve
Zelkowitz are each authorized to execute, acknowledge, deliver and record any
recordable instrument purporting to effect an interest of real property of the
LLC under Section 66 of the Act.
IN WITNESS WHEREOF, the undersigned hereby affirms under the penalties of
perjury that the facts stated herein are true as of the 3rd day of November,
1999.
/s/ Michael L. Manning
----------------------
Michael L. Manning
<PAGE>
