Exhibit 4.5
CERTIFICATE OF TRUST
OF
KEYSPAN TRUST II
This Certificate of Trust is being duly executed as of May 3, 2001
for the purposes of forming a business trust pursuant to the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").
1. Name. The name of the business trust formed hereby is
"KeySpan Trust II" (the "Trust").
2. Delaware Trustee. The name and business address of the Delaware
resident trustee of the Trust meeting the requirements of Section 3807 of the
Act are as follows:
Chase Manhattan Bank USA, National Association
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust, which may be
executed in counterparts, shall be effective immediately upon filing with the
Secretary of State of the State of Delaware.
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2
IN WITNESS WHEREOF, the undersigned have duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.
THE CHASE MANHATTAN BANK,
as Property Trustee
BY: /s/ Francine Springer
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Name: Francine Springer
Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Delaware Trustee
BY: /s/ Denis Kelly
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Name: Denis Kelly
Title: Assistant Vice President
/s/ Ronald S. Jendras
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RONALD S. JENDRAS, as Regular Trustee
/s/ Richard A. Rapp
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RICHARD A. RAPP, as Regular Trustee
/s/ Michael J. Taunton
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MICHAEL J. TAUNTON, as Regular Trustee