Exhibit 10.4







================================================================================






                                  SITE SUBLEASE


                            Dated as of May 25, 2004


                                     between



                              SE RAVENSWOOD TRUST,
                               as Ground Sublessor


                                       and

                             KEYSPAN-RAVENSWOOD, LLC
                               as Ground Sublessee





================================================================================





<PAGE>

<TABLE>

                                TABLE OF CONTENTS
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>     <C>      <C>                                                                                           <C>
section 1.        DEFINITIONS....................................................................................1

section 2.        SUBLEASE OF Facility and Use of Easements......................................................1

         Section 2.1.      Sublease of the Facility and use of Easements.........................................1

         Section 2.2.      Basic Site Sublease Term..............................................................2

         Section 2.3.      Renewal Site Sublease Term............................................................2

         Section 2.4.      Return of Ground Interest.............................................................2

         Section 2.5.      Early Termination of Site Sublease Term...............................................2

         Section 2.6.      Nonterminability......................................................................3

section 3.        RENT FOR THE SUBLEASE OF GROUND INTEREST.......................................................3

         Section 3.1.      Rent..................................................................................3

         Section 3.2.      Payment...............................................................................3

section 4.        QUIET ENJOYMENT IN FAVOR OF THE GROUND SUBLESSEE...............................................4

         Section 4.1.      Ground Sublessee's Right of Quiet Enjoyment...........................................4

         Section 4.2.      Conveyances Pursuant to the Site Lease................................................4

section 5.        USE OF GROUND INTEREST.........................................................................4

         Section 5.1.      Use...................................................................................4

         Section 5.2.      Compliance with Environmental Laws....................................................4

section 6.        TRANSFER OF GROUND INTEREST....................................................................5

section 7.        SEVERANCE......................................................................................5

section 8.        NONMERGER......................................................................................5

section 9.        SECURITY FOR OWNER LESSOR'S OBLIGATION UNDER LESSOR NOTE.......................................5

section 10.       INSPECTION.....................................................................................6

section 11.       MISCELLANEOUS..................................................................................6

         Section 11.1.       Amendments and Waivers..............................................................6

         Section 11.2.       Notices.............................................................................6

         Section 11.3.       Survival............................................................................8

         Section 11.4.       Successors and Assigns..............................................................8

         Section 11.5.       Governing Law.......................................................................8

         Section 11.6.       Severability........................................................................8

         Section 11.7.       Counterparts........................................................................8

         Section 11.8.       Headings and Table of Contents......................................................8


                                       i

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

         Section 11.9.       Further Assurances..................................................................8

         Section 11.10.      Limitation of Liability.............................................................9

         Section 11.11.      Measuring Life......................................................................9
</TABLE>



                                       ii



<PAGE>



                                  SITE SUBLEASE

     This  SITE  SUBLEASE,  dated as of May 25,  2004  (this  "Site  Sublease"),
between SE RAVENSWOOD TRUST, a Delaware  statutory trust ("Ground  Sublessor" or
the "Owner Lessor") and  KEYSPAN-RAVENSWOOD,  LLC, a New York limited  liability
company (the "Ground Sublessee" or the "Company").


                              W I T N E S S E T H:

     WHEREAS,  concurrently  with  the  execution  and  delivery  of  this  Site
Sublease,  the Owner Lessor has acquired the Facility from the Company  pursuant
to the Deed and Bill of Sale;

     WHEREAS,  concurrently  with  the  execution  and  delivery  of  this  Site
Sublease,  the Company and the Owner  Lessor have  entered into a Site Lease and
Easement Agreement (the "Site Lease"),  pursuant to which the Company leases the
Facility Site, assigns the Easements, grants the Additional Easements and grants
the right to use the Additional Property to the Owner Lessor;

     WHEREAS, the Facility Site does not include any part of the Facility or the
Retained  Site, and no part of the Facility or the Retained Site is being leased
to the Ground Sublessee hereunder; and

     WHEREAS, pursuant to this Site Sublease, the Ground Sublessor is subleasing
the  Facility  Site and  granting  the right to use the  Easements to the Ground
Sublessee for a term coterminous with that of the Facility Lease.

     NOW,  THEREFORE,  in  consideration of the foregoing  premises,  the mutual
agreements  herein  contained,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

section 1.        DEFINITIONS

     Unless the context hereof  otherwise  requires,  capitalized  terms used in
this Site Sublease,  including those in the recitals,  and not otherwise defined
herein  shall  have the  respective  meanings  set  forth in the Site  Lease and
Appendix  A to the  Participation  Agreement.  The  general  provisions  of such
Appendix A to the Participation  Agreement shall apply to the terms used in this
Site Sublease.

section 2.        SUBLEASE OF FACILITY SITE AND USE OF EASEMENTS

     Section 2.1. Sublease of Facility Site and use of Easements. (a) The Ground
Sublessor  hereby subleases the Facility Site (as described on Exhibit A hereto)
to the  Ground  Sublessee,  together  with the  right to use the  Easements  (as
described  on  Exhibit  B  hereto),  subject  to the Site  Lease  and the  other
Operative  Documents.  The sublease and other rights in this Section  2.1(a) are
intended  to give the Ground  Sublessee  the right of ingress  and egress to the
Facility,  the  right to use and  operate  the  Facility  and the  other  rights
described in Section 5.


<PAGE>


     (b) The Ground Sublessor and the Ground Sublessee understand and agree that
(i) the  sublease  and other  rights in Section  2.1(a) are subject to Permitted
Liens and to the terms and  conditions  of the Site  Lease,  including,  without
limitation,  the Ground Sublessee's  rights, as the lessor under the Site Lease,
under  Sections  4.2, 4.3 and 4.4 of the Site Lease,  (ii) the Ground  Sublessor
does not have title to the Facility Site or the Retained  Site,  and (iii) title
to the Facility is vested in the Ground Sublessor and no part of the Facility is
being leased or subleased hereunder.

     Section 2.2. Basic Site Sublease Term. The term of this Site Sublease shall
commence on the Closing Date and shall  terminate  at 11:59 p.m.  (New York City
time) on the Expiration Date (the "Basic Site Sublease Term"),  subject to early
termination  pursuant to Section 2.5 hereof and renewal  pursuant to Section 2.3
hereof.

     Section 2.3.  Renewal Site  Sublease  Term.  If the Company  exercises  its
option to renew the Facility  Lease for one or more Renewal Lease Terms pursuant
to  Section  15 of the  Facility  Lease,  the Basic  Site  Sublease  Term  shall
automatically  and  without  further  act by any Person be renewed for a term or
terms  which  shall be  coterminous  with the Renewal  Lease  Term(s)  under the
Facility  Lease (each,  a "Renewal  Site Sublease  Term" and,  together with the
Basic Site Sublease Term, the "Site Sublease Term").

     Section  2.4.  Return  of  Facility  Site.  Upon  the  expiration  or early
termination of this Site  Sublease,  the Ground  Sublessee  shall (a) return the
Facility Site to the Ground Sublessor by surrendering the Facility Site into the
possession of the Ground Sublessor  without  representation  or warranty,  other
than a warranty  that such  Facility  Site is free and clear of all Liens  other
than  Permitted  Liens  of the  type  specified  in (b)  (other  than  Indenture
Trustee's Liens),  (h), (i), (j), (k), (l) or (m) of the definition  thereof and
the interests of the Owner  Participant and the Owner Lessor under the Operative
Documents without any other liability or cost to the Ground  Sublessee,  and (b)
upon the request of the Ground Sublessor,  execute,  acknowledge,  and deliver a
release (or termination) of the Facility Site and the right to use the Easements
which release (or termination)  shall be prepared by the Ground Sublessor at the
expense of, and in a form reasonably satisfactory to, the Ground Sublessee to be
duly  recorded at the Ground  Sublessee's  expense with the  Register's  Office,
Queens County,  New York. The obligations of the Ground Sublessor and the Ground
Sublessee  under this  Section 2.4 shall  survive the  termination  of this Site
Sublease.

     Section 2.5.  Early  Termination  of Site  Sublease  Term.  Notwithstanding
anything to the contrary in this Site  Sublease,  the Site  Sublease  Term shall
automatically  terminate upon the expiration,  cancellation or early termination
of the  Facility  Lease.  Any such  termination  under this Section 2.5 shall be
without any further act of any Person.  Upon  termination  of the Site  Sublease
Term the Ground  Sublessee  shall return the Facility  Site in  accordance  with
Section  2.4.  Upon the request of the Ground  Sublessor,  the Ground  Sublessee
shall execute,  acknowledge, and deliver a termination of the Site Sublease with
respect  to the  Facility  Site  and  the  right  to  use  the  Easements  which
termination  shall be prepared by the Ground  Sublessee  at its expense and in a
form reasonably  satisfactory to the Ground Sublessor to be duly recorded at the
Ground Sublessee's expense with the Register's Office, Queens County, New York.


                                       2
<PAGE>


     Section  2.6.  Nonterminability.  Subject to Section 2.5  hereof,  the Site
Sublease  Term shall not be  terminated  nor shall any of the rights  granted or
conveyed hereunder to the Ground Sublessee be extinguished, in whole or in part,
by any circumstance of any character or for any reason whatsoever, including any
of the following:  (a) any loss or  destruction  of, or damage to, the Facility,
any  Component  thereof or  interruption  or cessation in the use or  possession
thereof or any part thereof by the Ground  Sublessee  for any reason  whatsoever
and of whatever duration, (b) the condemnation,  requisitioning,  expropriation,
seizure  or  other  taking  of title to or use of the  Facility,  any  Component
thereof or any part thereof by any  Governmental  Entity or  otherwise,  (c) any
prohibition,  limitation or  restriction  on the use by any Person of all or any
part of its  property or the  interference  with such use by any Person,  or any
eviction by paramount title or otherwise,  (d) any inadequacy,  incorrectness or
failure of the  description  of the Facility  Site or the  Easements or any part
thereof or any rights or property in which an interest is intended to be granted
or   conveyed  by  this  Site   Sublease,   (e)  the   insolvency,   bankruptcy,
reorganization or similar  proceedings by or against the Ground  Sublessor,  the
Ground Sublessee or any other Person, (f) the failure by the Ground Sublessee to
comply  with  Section 3 or 5 or any  other  provision  hereof,  or (g) any other
reason whatsoever, whether similar or dissimilar to any of the foregoing.

section 3.        RENT

     Section  3.1.  Rent.  (a) The  Ground  Sublessee  shall  pay to the  Ground
Sublessor the rent stipulated in Section 3.1(b) as  consideration  for the right
to  possession  and use of the  Facility  Site and for the  easements  and other
rights,  privileges and licenses granted,  conveyed and otherwise made available
to the Ground Sublessee hereunder for the Site Sublease Term.

     (b) No rent  shall be  allocated  to the  first  three  months  of the Site
Sublease  Term.  Thereafter,  allocated rent shall be $243,000 per calendar year
(or a ratable  portion  thereof in the case of a partial  calendar year) for the
first  half of the  remaining  portion of the Site  Sublease  Term  through  the
Expiration  Date under the Facility  Lease and $297,000 per calendar  year (or a
ratable portion  thereof in the case of a partial  calendar year) for the second
half of the remaining portion of the Site Lease Term through the Expiration Date
under the Facility Lease. In the event of any renewal of the Facility Lease, the
allocated rent shall be $270,000 per calendar year (or a ratable portion thereof
in the case of a partial  calendar  year) for the  portion of the Site  Sublease
Term following the  Expiration  Date under the Facility Lease through the end of
the Facility  Lease Term.  Subject to Section 3.2 hereof,  the rent allocated to
each  full or  partial  calendar  year  hereunder  shall  be paid by the  Ground
Sublessee  to the Ground  Sublessor  on  December  31 of each year in the amount
allocated to such year (or in the event of a  termination  of this Site Sublease
prior to December 31 of a year,  the rent payable for such year shall be paid on
the last day of the term  hereof in the amount  allocated  to the portion of the
year  in  which  this  Site  Sublease   terminates  through  the  date  of  such
termination).

     (c) The  Ground  Sublessor  and the  Ground  Sublessee  agree that no other
consideration  shall be due and payable from the Ground Sublessee for the rights
granted hereunder.

     Section 3.2.  Payment.  The Ground Sublessor and the Ground Sublessee agree
that,  during  the  Site  Sublease  Term,  each  payment  of rent by the  Ground
Sublessor, as lessee, pursuant to Section 3.1 of the Site Lease and each payment
of rent by the Ground Sublessee  pursuant to Section 3.1 hereof shall be offset,
and no amounts shall be payable by the Ground  Sublessor or the Ground Sublessee
in respect thereof.


                                       3
<PAGE>


section 4.        QUIET ENJOYMENT IN FAVOR OF THE GROUND SUBLESSEE

     Section  4.1.  Ground  Sublessee's  Right of Quiet  Enjoyment.  The  Ground
Sublessor  expressly  agrees  that,  so long as no Lease  Event of  Default  has
occurred and is  continuing,  neither the Ground  Sublessor nor any party acting
by,  through or under the Ground  Sublessor  (other than the Indenture  Trustee)
shall take or cause to be taken any action  contrary  to the Ground  Sublessee's
rights under this Site  Sublease,  including  the right to  possession,  use and
quiet enjoyment of the Facility Site and the Easements.

     Section 4.2.  Conveyances  Pursuant to the Site Lease.  Grants of leases or
easements  and  conveyances  of portions of the  Facility  Site,  rights of way,
easements or  leasehold  interests  made or reserved by the Ground  Sublessee in
accordance  with  Section  4.2 or 4.3 of the Site Lease shall not  constitute  a
breach  of the  Ground  Sublessee's  right of quiet  enjoyment  under  this Site
Sublease.  In  light of the  nature  of the  Released  Property  to be  granted,
released,  leased or conveyed, either (x) this Site Sublease shall be subject to
the  interest  created  in  connection  with the  Released  Property  or (y) the
Released  Property  shall no  longer  be a part of the  Facility  Site and shall
automatically  be deemed to be  subject to or  released  from the effect of this
Site  Sublease  and any Lien on the Facility  Site or otherwise  under this Site
Sublease,  in either case,  without the necessity of the execution,  delivery or
recording of any further instrument whatsoever. Any grant, sublease, assignment,
encumbrance  or  conveyance  by the Ground  Sublessor  of its  rights,  title or
interest  under this Site Sublease  shall not  constitute a breach of the Ground
Sublessee's  right of quiet  enjoyment  under this Site Sublease;  provided that
such grant, sublease,  assignment,  encumbrance or conveyance expressly provides
that the Ground Sublessor's  interest under this Site Sublease is subject to the
Ground Sublessee's  release rights set forth in Sections 4.2 and 4.3 of the Site
Lease, that any Released  Property shall  automatically be deemed to be released
from  the  effect  of any  such  grant,  sublease,  assignment,  encumbrance  or
conveyance without the necessity of the execution,  delivery or recording of any
further instrument whatsoever, and that the other party to such grant, sublease,
assignment,  encumbrance or conveyance  shall, at the request and expense of the
Ground  Sublessee,  execute and deliver such documents and instruments as may be
reasonably requested by the Ground Sublessee to evidence the foregoing.

section 5.        USE OF FACILITY SITE AND EASEMENTS

     Section  5.1.  Use.  The Ground  Sublessee's  rights  hereunder  to use the
Facility Site and the  Easements  during the Site Sublease Term shall be limited
to the right of the Ground  Sublessee to use the Facility  Site and Easements in
connection with the use, operation,  maintenance,  repair, upgrade, improvement,
alteration,  removal, restoration and modification of the Facility in accordance
with the terms of the Operative Documents.

     Section 5.2.  Compliance with Environmental Laws. The Ground Sublessee will
comply  with  all   Environmental   Laws  of  any  Governmental   Entity  having
jurisdiction as the same pertain to the Facility Site, unless such noncompliance
could  not  reasonably  be  expected  to result in a  Material  Adverse  Effect;
provided however that the Ground Sublessee may, in good faith and by appropriate


                                       4
<PAGE>


proceedings,   diligently   contest  the  validity  or   applicability   of  any
Environmental Law in any reasonable manner that (A) does not involve any risk of
foreclosure, sale or forfeiture or loss of the Facility or the Facility Site (in
each  case  unless  such risk is not  material)  or the  impairment  of the use,
operation or maintenance of the Facility in any material respect,  and (B) could
not result in any criminal  liability being incurred by, or could not reasonably
be expected to have any material  adverse  effect on the interests of, the Owner
Participant or the Ground Sublessor.

section 6.        TRANSFER OF FACILITY SITE

     The Ground  Sublessee  expressly agrees that the Ground Sublessee shall not
transfer or sublease the Facility Site except as part of the Ground  Sublessee's
transfer of the Lessee's  Interest in and pursuant to the  Operative  Documents.
The Ground Sublessor acknowledges that the Ground Sublessee shall have the right
to sublease  or assign the  Facility  Site to a Person  that is a  sublessee  or
assignee of the Facility in accordance  with Section 19 of the Facility Lease or
Section 12.2 of the Participation Agreement.

section 7.        SEVERANCE

     The Facility, Components, Replacement Components, all equipment at any time
acquired by the Ground  Sublessor and located on the Facility Site and each part
thereof have been severed from the Facility Site and from title  thereto,  shall
be  considered  as personal  property of the Ground  Sublessor,  and even though
attached or affixed to or installed  upon the Facility Site, as the case may be,
shall not be considered to be fixtures or a part of the Facility Site.

section 8.        NONMERGER

     The  reversionary  interest of the Ground  Sublessee in the  Facility  Site
shall not merge into any  interest in the  Facility  Site  conveyed by this Site
Sublease even if such reversionary  interest and such interest leased are at any
time vested in or held directly or indirectly by the same Person,  but this Site
Sublease shall  nonetheless  remain in full force and effect in accordance  with
its terms  notwithstanding  such vesting or holding  unless and until the Person
holding such  interests  shall execute an instrument  effecting  such merger and
shall  duly  record  such  instrument.  No such  instrument  of merger  shall be
executed  and  recorded  unless  and  until  the  Lien of the  Indenture  on the
Indenture  Estate has been terminated or discharged in accordance with the terms
thereof.

section 9.        SECURITY FOR GROUND SUBLESSOR'S OBLIGATION UNDER
                    NOTES

     In order to secure the Notes,  the Ground Sublessor will, by the Indenture,
assign and grant a Lien to the Indenture  Trustee in and to, inter alia,  all of
the  Ground  Sublessor's  right,  title and  interest  in, to and under the Site
Lease,  this Site Sublease and the Ground Interest (other than Excepted Payments
and Excepted  Rights).  The Ground  Sublessee hereby consents to such assignment
and creation of such Lien and any sale arising  from or in  connection  with the
exercise of remedies and  acknowledges  receipt of copies of the  Indenture,  it
being  understood  that such  consent  shall not affect any  requirement  or the
absence of any requirement for any consent under any other circumstances. Unless
and until the Ground  Sublessee  shall have  received  written  notice  from the


                                       5
<PAGE>


Indenture  Trustee  that  the  Lien of the  Indenture  has  been  terminated  or
discharged,  the Indenture  Trustee under the Indenture shall have the rights of
the Ground  Sublessor  under this Site  Sublease  to the extent set forth in and
subject in each case to the exceptions set forth in the Indenture.

section 10.       INSPECTION

     During the Site Sublease Term,  each of the Owner  Participant,  the Ground
Sublessor, the Owner Trustee and, so long as the Lien of the Indenture shall not
have been terminated or discharged,  the Indenture  Trustee and the Pass Through
Trustee and each of their respective representatives may, during normal business
hours, on reasonable  (and, in any event, not less than five (5) Business Days')
notice to the Ground Sublessee and at their own risk and expense (except, at the
expense but not risk, of the Ground  Sublessee when a Significant  Lease Default
or a Lease  Event of  Default  has  occurred  and is  continuing),  inspect  the
Facility Site; provided,  however, that so long as no Significant Lease Default,
Lease  Event of Default or Lease  Default  occasioned  by a breach of the Ground
Sublessee's  obligations  under  Section  7.1 of the  Facility  Lease shall have
occurred and be continuing,  each such Person shall only be entitled to make one
inspection in any 12-month period,  provided,  further,  however,  that any such
Person may make more than one  inspection  during the last twelve (12) months of
the Site  Sublease  Term unless the Ground  Sublessee  has  exercised its option
under Section 15 of the Facility  Lease to renew the Facility  Lease and thereby
extending  the  Site  Sublease  Term  beyond  such  12-month  period.  Any  such
inspection will not unreasonably  interfere with the operation or maintenance of
the Facility,  of any facility located on the Retained Site or of any Additional
Property,  or the conduct by the Ground Sublessee of its business and will be in
accordance  with the  Ground  Sublessee's  and any  operator  of the  Facility's
safety, security,  insurance and confidentiality programs. In no event shall any
of the Ground Sublessor, the Owner Participant, the Owner Trustee, the Indenture
Trustee or the Pass Through Trustee have any duty or obligation to make any such
inspection  and such  Persons  shall not incur any  liability or  obligation  by
reason of not making any such inspection.

section 11.       MISCELLANEOUS

     Section  11.1.  Amendments  and Waivers.  No term,  covenant,  agreement or
condition  of this  Site  Sublease  may be  terminated,  amended  or  compliance
therewith waived (either generally or in a particular instance, retroactively or
prospectively)  except by an instrument or  instruments  in writing  executed by
each party hereto.

     Section 11.2. Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all communications and notices provided for herein shall be in
writing or by a telecommunications  device capable of creating a written record,
and any such notice shall become effective (a) upon personal  delivery  thereof,
including by  overnight  mail or courier  service,  (b) in the case of notice by
United States mail,  certified or registered,  postage  prepaid,  return receipt
requested,  upon  receipt  thereof,  or (c) in the  case  of  notice  by  such a
telecommunications device, upon transmission thereof, provided such transmission
is promptly  confirmed  by either of the methods set forth in clauses (a) or (b)
above, in each case addressed to such party hereto and copy party at its address
set forth  below or at such  other  address as such party or copy party may from
time to time designate by written notice to the other parties:


                                       6
<PAGE>


         If to the Ground Sublessee:

                  KeySpan-Ravenswood, LLC
                  c/o KeySpan Corporation
                  One MetroTech Center
                  Brooklyn, New York 11201
                  Telephone: (718) 403-1000
                  Telecopy: (718) 696-7139


         If to the Ground Sublessor:

                  SE Ravenswood Trust
                  c/o Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, DE 19890-0001
                  Telephone No.:       (302) 651-1000
                  Facsimile No.:       (302) 651-8882
                  Attention: Corporate Trust Administration

         with a copy to the Owner Participant:

                  SE Ravenswood Lease, L.L.C.
                  c/o Southern Energy Finance Company, Inc.
                  270 Peachtree Street, N.W.
                  Atlanta, GA  30303
                  Telephone No.: (404) 506-5000
                  Facsimile No.:  (404) 506-0708
                  Attention:  Director of Capital Markets and Leasing

                  with a copy to:

                  c/o Southern Energy Finance Company, Inc.
                  270 Peachtree Street, N.W.
                  Atlanta, GA  30303
                  Telephone No.: (404) 506-5000
                  Facsimile No.:  (404) 506-0708
                  Attention:  Financial Manager


                                       7
<PAGE>


          and to the Indenture Trustee (for so long as the Lien of the Indenture
          has not been terminated or discharged):

                  Wells Fargo Bank Northwest, N.A.
                  213 Court Street, Suite 703
                  Middletown CT 06457
                  Telephone No. (860) 704-6216
                  Facsimile No. (860) 704-6219
                  Attention: Corporate Trust Services

          and to the  Pass  Through  Trustee  (for so  long  as the  Lien of the
          Indenture has not been terminated or discharged):

                  Wells Fargo Bank Northwest, N.A.
                  213 Court Street, Suite 703
                  Middletown CT 06457
                  Telephone No. (860) 704-6216
                  Facsimile No. (860) 704-6219
                  Attention: Corporate Trust Services

     Section  11.3.  Survival.   Except  as  expressly  set  forth  herein,  the
warranties  and  covenants  made by each  party  hereto  shall not  survive  the
expiration or termination of this Site Sublease in accordance with its terms.

     Section 11.4.  Successors and Assigns.  This Site Sublease shall be binding
upon and shall inure to the benefit of, and shall be enforceable by, the parties
hereto and their respective successors and permitted assigns as permitted by and
in accordance with the terms hereof.

     Section 11.5.  Governing  Law. This Site Sublease has been delivered in the
State of New York and shall be in all  respects  governed  by and  construed  in
accordance  with the laws of the State of New York,  including  all  matters  of
construction, validity and performance.

     Section  11.6.  Severability.  Any  provision of this Site Sublease that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section 11.7. Counterparts.  This Site Sublease may be executed in separate
counterparts,  each of  which,  when  so  executed  and  delivered  shall  be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

     Section 11.8. Headings and Table of Contents.  The headings of the sections
of this Site  Sublease  and the Table of Contents  are  inserted for purposes of
convenience   only  and  shall  not  be  construed  to  affect  the  meaning  or
construction of any of the provisions hereof.

     Section 11.9. Further Assurances.  Each party hereto will promptly and duly
execute and deliver such further  documents to make such further  assurances for
and take such further action reasonably requested by the other party, all as may


                                       8
<PAGE>


be reasonably  necessary to carry out more effectively the intent and purpose of
this Site Sublease.

     Section  11.10.  Limitation of Liability.  It is expressly  understood  and
agreed  by the  parties  hereto  that (a) this Site  Sublease  is  executed  and
delivered by the Trust  Company,  not  individually  or personally but solely as
Owner  Trustee  under the Trust  Agreement,  in the  exercise  of the powers and
authority  conferred  and  vested  in it  pursuant  thereto,  (b)  each  of  the
representations,  undertakings  and  agreements  herein  made on the part of the
Owner Lessor is made and intended not as personal representations,  undertakings
and  agreements by the Trust  Company,  but is made and intended for the purpose
for  binding  only the Owner  Lessor,  (c)  nothing  herein  contained  shall be
construed  as creating  any  liability  on the Trust  Company,  individually  or
personally,  to perform  any  covenant  either  expressed  or implied  contained
herein, all such liability, if any, being expressly waived by the parties hereto
or by any Person  claiming by, through or under the parties hereto and (d) under
no circumstances shall the Trust Company be personally liable for the payment of
any  indebtedness or expenses of the Owner Lessor or be liable for the breach or
failure  of  any  obligation,  representation,  warranty  or  covenant  made  or
undertaken by the Owner Lessor under this Site Sublease.

     Section 11.11.  Measuring Life. If and to the extent that any of the rights
and privileges  granted under this Site Sublease,  would,  in the absence of the
limitation  imposed by this sentence,  be invalid or  unenforceable  as being in
violation of the rule against  perpetuities or any other rule or law relating to
the  vesting  of  interests  in  property  or the  suspension  of the  power  of
alienation  of  property,  then it is  agreed  that  notwithstanding  any  other
provision of this Site Sublease, such options, rights and privileges, subject to
the respective conditions hereof governing the exercise of such options,  rights
and privileges,  will be exercisable  only during (a) the longer of (i) a period
which will end twenty-one (21) years after the death of the last survivor of the
descendants  living on the date of the  execution  of this Site  Sublease of the
following  Presidents  of the United  States:  Franklin D.  Roosevelt,  Harry S.
Truman,  Dwight D. Eisenhower,  John F. Kennedy,  Lyndon B. Johnson,  Richard M.
Nixon,  Gerald R. Ford,  James E. Carter,  Ronald W. Reagan,  George H.W.  Bush,
William J.  Clinton  and George W. Bush or (ii) the  period  provided  under the
Uniform  Statutory  Rule Against  Perpetuities  or (b) the  specific  applicable
period of time  expressed  in this Site  Sublease,  whichever  of (a) and (b) is
shorter.






                                       9
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Site Sublease to be
duly executed and delivered under seal by their  respective  officers  thereunto
duly authorized.



                              SE RAVENSWOOD TRUST ,
                               as Ground Sublessor


                        By:    Wilmington Trust Company, not in its individual
                               capacity but solely as Owner Trustee


                             By:
                                      -----------------------------------------
                                      Name:
                                      Title:



                               KEYSPAN-RAVENSWOOD, LLC,
                               as Ground Sublessee


                             By:
                                      -----------------------------------------
                                      Name:
                                      Title:








                                       10
<PAGE>








STATE OF NEW YORK                           )
                                            )  ss:
COUNTY OF NEW YORK                          )



                  On this ___ day of May 2004, before me, the undersigned,
personally appeared _________________, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person on behalf of which the individual acted, executed the
instrument.

                                                     ----------------------
                                                              Notary





STATE OF NEW YORK                           )
                                            )  ss:
COUNTY OF NEW YORK                          )



                  On this ___ day of May 2004, before me, the undersigned,
personally appeared _________________, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person on behalf of which the individual acted, executed the
instrument.

                                                     ----------------------
                                                           Notary



                                       11
<PAGE>



                                    EXHIBIT A
                                       to
                                  Site Sublease
                                  -------------



                          DESCRIPTION OF FACILITY SITE
                          ----------------------------



All that  certain  piece  or  parcel  of  land,  situate,  lying,  and  being at
Ravenswood  Cogeneration Facility in Long Island City, the Borough and County of
Queens, City and State of New York, bounded and described as follows:

Beginning at the point of a newly constructed  building within Parcel "A" having
coordinates of N277358.47 and E607681.66 in the New York State Plane  Coordinate
System of 1927,  which  beginning  point is distant the following  three courses
from an angle point on the  westerly  side of Vernon  Boulevard  (75 feet wide),
which angle point is located at the  intersection of 38th Avenue (75 feet wide),
as said Boulevard and Avenue are shown on map #4297,  titled "the Elimination of
37th Avenue and 38th Avenue between Vernon  Boulevard and the East River,  along
with the layout of Sewer Easements",  dated November 28, 1962 and adopted by the
Board of Estimate of the City of New York on July 25th,  1963 (Map #4297)  which
map was filed at Topographical  Bureau,  Borough of Queens,  City of New York on
August 9, 1963 thence;

A.   North  25o02'04"  East a  distance  of  476.77  feet in the right of way of
     Vernon Boulevard to a point, thence;

B.   North  64o57'56"  West a distance  of 214.15  feet at right  angle from the
     previous course to a point being the original point of beginning of the Con
     Edison Lease area, thence;

C.   South  23o48'54"  West a distance of 9.07 feet to the point of beginning of
     the Facility Site, running thence;


1.   South  59o11'27"  East a distance of 43.51 feet along the  perimeter of the
     said Facility Site area to a point, thence;

2.   North  32o20'17"  East a  distance  of 4.31 feet along the same to a point,
     thence;

3.   South  59o20'48"  East a distance  of 22.03 feet along the same to a point,
     thence;

4.   North  30o48'33"  East a  distance  of 0.55 feet along the same to a point,
     thence;

5.   South  59o11'27"  East a distance  of 30.24 feet along the same to a point,
     thence;

6.   South  30o48'33"  West a distance  of 30.23 feet along the same to a point,
     thence;

7.   South  59o11'27"  East a distance  of 30.52 feet along the same to a point,
     thence;

8.   South  30o48'33"  West a distance  of 13.79 feet along the same to a point,
     thence;

9.   South  59o11'27"  East a  distance  of 9.74 feet along the same to a point,
     thence;

10.  South  30o48'33"  West a distance of 107.85 feet along the same to a point,
     thence;



<PAGE>


11.  North  59o11'27"  West a distance  of 20.80 feet along the same to a point,
     thence;

12.  South  30o48'33"  West a distance  of 85.62 feet along the same to a point,
     thence;

13.  South  59o11'27"  East a distance  of 28.29 feet along the same to a point,
     thence;

14.  South  30o48'33"  West a distance  of 82.39 feet along the same to a point,
     thence;

15.  North  59o11'27"  West a distance  of 57.01 feet along the same to a point,
     thence;

16.  North  30o48'33"  East a distance  of 13.49 feet along the same to a point,
     thence;

17.  North  59o11'27"  West a distance  of 51.01 feet along the same to a point,
     thence;

18.  North  30o48'33"  East a distance  of 16.72 feet along the same to a point,
     thence;

19.  North  59o11'27"  West a distance  of 41.34 feet along the same to a point,
     thence;

20.  North  30o48'33"  East a distance  of 18.65 feet along the same to a point,
     thence;

21.  North  59o11'27"  West a distance of 123.57 feet along the same to a point,
     thence;

22.  North 30o48'33" East a distance of 163.89 feet to a point, thence;

23.  South 64o14'53" East a distance of 6.58 feet to a point, thence;

24.  South 60o36'23" East a distance of 10.27 feet along facility site area to a
     point, thence;

25.  South  59o11'27"  East a distance of 117.09 feet along said  facility  site
     area to a point, thence;

26.  North  30o48'33"  East a distance  of 76.07 feet along the same to a point,
     thence;

27.  North  59o11'27"  West a  distance  of 4.63 feet along the same to a point,
     thence;

28.  North  30o48'33"  East a distance of 25.31 feet along the same to the Point
     and Place of Beginning.

Containing: 1.380 Acres (60,095 Square Feet), more or less.

Being known as the Facility  Site, on map entitled  "Facility Site Within Parcel
"A", Long Island City,  Queens, New York",  prepared by GEOD Corporation,  dated
April 22, 2004, as last revised May 24, 2004.








<PAGE>




                                    EXHIBIT B
                                       to
                             Site Sublease Agreement
                             -----------------------



                            DESCRIPTION OF EASEMENTS
                            ------------------------



     A. The easements  originally  granted to the Ground Lessor pursuant to that
certain  Supplemental  (Ravenswood)  Easement  Agreement  ("SREA"),  dated as of
February 4, 2003, by and among  Consolidated  Edison Company of New York,  Inc.,
Steam House  Leasing,  LLC and the Ground Lessor (the "SREA  Easements"),  which
agreement shall be recorded in the Queens County Register's  Office  immediately
prior to the Memorandum of Site Lease, as follows:

     1.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a concrete "stack" and the concrete foundation on which it is constructed.

     2.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a building to house the Continuous Emission Monitoring System "CEMS".

     3.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of an "Aqueous Ammonia Tank in Dike," as well as an area appurtenant thereto for
the installation, erection, construction,  reconstruction,  maintenance, repair,
rebuilding,  modification,  renovation,  inspection, testing and operation of an
oil water separator.

     4.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of (A) a building to house a gas compressor and (B)  lubricating oil containment
and storage tanks and systems, a hot gas scrubber,  coalescing filter, recycling
cooler, fuel gas heater, related piping and electrical conduits.

     5.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of (A) an  underground  kerosene fuel line and (B) electric  lines located in an
underground trench.



<PAGE>


     6.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a 12 foot wide underground common utility trench.

     7.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of an above grade export steam line.

     8.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "138 KV underground cable line".

     9.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "Sanitary Sewer Line".

     10.  Installation,  erection,  construction,  reconstruction,  maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "12" Fire Protection Loop".

     11.  Installation,  erection,  construction,  reconstruction,  maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "31G04 Feeder Breaker G4E," and appurtenant equipment  (including,  but not
limited to, appurtenant generator breakers,  motor operated disconnect switches,
ground switches, voltage regulators,  transformers, manually operated disconnect
switches, circuit breakers).

     12.  Installation,  erection,  construction,  reconstruction,  maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "Natural Gas Feeder Line".

     B. The  easements  originally  granted to the Ground Lessor as described in
Schedule  2.02(a)(5),  Schedule  2.02(a)(8) and Schedule 2.03(3) of that certain
Amended and Restated  Ravenswood  Declaration  of Easements  Agreement  ("DOE"),
dated June 18, 1999, by and among Consolidated Edison Company of New York, Inc.,
Steam  House  Leasing,  LLC and the  Ground  Lessor  (the "DOE  Easements,"  and
collectively with the SREA Easements,  the "Easements"),  recorded in the Queens
County Register's Office on June 30, 1999 in Reel 5294, Page 2470, as follows:

                                       2

<PAGE>


     1. An Easement  over a portion of Rainey  Substation  for the  maintenance,
repair,  operation,  inspection and replacement of electrical  feeders B1A, B1B,
B2A, C1A, C1B, and C2A.

     2. An Easement  over a portion of Vernon  Substation  for the  maintenance,
repair, operation and inspection of the Discharge Tunnel.

     3. An Easement for the operation,  inspection, testing, repair, replacement
and maintenance of all steam piping downstream of the 2 6" revenue meters.

The Easements are depicted on the attached Survey prepared by GEOD  Corporation,
dated April 22, 2004, as last revised May 24, 2004 (provided,  however, that any
conflict  between the  description on the Survey and the actual  location of the
Easement shall be resolved in favor of the actual location of the Easement).










                                       3