Exhibit 10.25


                                                                 EXECUTION COPY





                                 AMENDMENT NO. 1

                                       TO

                                 LEASE AGREEMENT

                            Dated as of June 27, 2002

                                     BETWEEN

                        LIC Funding, Limited Partnership,

                                    as Lessor

                                       AND

                            KeySpan-Ravenswood, Inc.,

                                    as Lessee





This  Amendment No. 1 has been manually  executed in 40  counterparts,  numbered
consecutively  from 1 through  40, of which this is No.____.  To the extent,  if
any,  that  this  Amendment  No. 1  constitutes  chattel  paper (as such term is
defined in the Uniform  Commercial  Code as in effect in any  jurisdiction),  no
security  interest in this  Amendment No. 1 may be created or perfected  through
the  transfer  or  possession  of  any  counterpart   other  than  the  original
counterpart which shall be the counterpart identified as counterpart No. 1.


<PAGE>


                                 AMENDMENT NO. 1

                                       TO

                                 LEASE AGREEMENT





     THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (this "Amendment No. 1") is entered
into as of June ____, 2002 between LIC Funding, Limited Partnership,  a Delaware
limited  partnership (the "Lessor"),  and  KeySpan-Ravenswood,  Inc., a New York
corporation  (the  "Lessee",  and the Lessor and the Lessee,  each a "Party" and
collectively, the "Parties").


                                    RECITALS
                                    --------

     WHEREAS,  the Lessor and the Lessee entered into the Lease  Agreement dated
as of June 9,  1999  (the  "Original  Lease"),  providing  for the  lease of the
Facility  (as  defined  therein) to the Lessee on the terms and  conditions  set
forth in the Original Lease;

     WHEREAS,  the Lessee has requested that the Lessor amend the Original Lease
in order to enable the  Lessee to merge with an  Affiliate  of the  Lessee,  and
thereby change its legal form from a New York  corporation to a New York limited
liability company,  and the Lessor is willing to enter into this Amendment No. 1
to the Original  Lease (as so amended,  the  "Lease"),  subject to the terms and
conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein,  the Parties,  intending to be legally bound,  hereby agree as
follows:

     1.  DEFINITIONS.  Capitalized  terms used and not otherwise defined in this
Amendment  No. 1 shall have the  meanings  given to such  terms in the  Original
Lease.

     2.  AMENDMENTS  TO ORIGINAL  LEASE.  The Parties  hereby agree to amend the
Original Lease as set forth below in this Section 2:

     (a) Section 1 of the Original  Lease is amended by adding the following new
definitions  (to be inserted in appropriate  alphabetical  order in said Section
1), which definitions read in their entirety as follows:

          " "Energy Service Agreement" means the Energy Service Agreement, dated
          as of June 9, 1999, between the Lessee and KeySpan-Ravenswood Services
          Corp., as the same may be amended, restated,  modified or supplemented
          from time to time."


                                       1
<PAGE>


          "  "Operation  and  Maintenance  Agreement"  means the  Operation  and
          Maintenance  Agreement,  dated as of June 9, 1999,  between the Lessee
          and  KeySpan-Ravenswood  Services  Corp.,  as the same may be amended,
          restated, modified or supplemented from time to time."


     (b) Section 1 of the Original  Lease is amended by deleting the  definition
of "Operative Documents" and inserting the following in its place:

          " "Operative  Documents" means this Lease,  the Guaranty,  each Ground
          Lease,  each Consent,  the Facility  Support  Agreement,  the Purchase
          Agreement, the Purchase Agreement Assignment,  the SNDA (as defined in
          the Note Purchase  Agreement),  the Landlord's  Consent (as defined in
          the Note Purchase Agreement), the Operation and Maintenance Agreement,
          the Energy Service  Agreement and each other  agreement,  certificate,
          instrument or other  writing  delivered by the Lessee or the Guarantor
          in connection with any of the foregoing."

     (c) Paragraph  (i)(a) of Section 2 of the Original Lease is amended to read
in its entirety as follows:

          "(a) Corporate  Matters.  The Lessee (i) has been duly incorporated or
          formed and is validly  existing as a corporation or limited  liability
          company in good standing under the laws of the State of New York, (ii)
          has all requisite power,  authority and legal right to own and operate
          its properties and to conduct its business as presently  conducted and
          proposed  to be  conducted  after  giving  effect to the  transactions
          contemplated   hereby  and  to   execute,   deliver  and  perform  its
          obligations under this Lease, any other Operative Document to which it
          is a party and any Material  Contract,  and (iii) is duly qualified to
          do business as a foreign  corporation or limited liability company, as
          the case may be, in good  standing in each  jurisdiction  in which its
          ownership  or leasing of  properties  or the  conduct of its  business
          requires  such  qualification,  except where the failure to so qualify
          would not impair the ability of the Lessee to perform its  obligations
          under the Operative Documents to which it is a party."

     (d) Paragraph  (i)(c) of Section 2 of the Original  Lease is amended to add
(i) the phrase ", or the  certificate  of  formation  or the  limited  liability
agreement,"  after the phrase "the  certificate of incorporation or the by-laws"
where it  appears  therein,  and (ii) the  phrase  "or  member"  after  the word
"stockholder" where it appears therein.

     (e) Paragraph  (i)(j) of Section 2 of the Original Lease is amended to read
in its entirety as follows:


                                       2
<PAGE>


          "(j)  Status of Lessee.  All of the  Lessee's  common  stock or voting
          membership  interests or other equity interests is owned  beneficially
          and of record by the Guarantor."

     (f) Paragraph (ii)(a) of Section 2 of the Original Lease is amended to read
in its entirety as follows:

          "(a)  Legal  Existence.  The  Lessee  will  remain a validly  existing
          corporation or a validly existing limited  liability  company,  as the
          case may be, in good standing  under the laws of the State of New York
          until  the  expiration  or other  termination  of this  Lease  and the
          indefeasible payment of all amounts owing hereunder."

     (g) Paragraph (i)(C ) of Section 8 of the Original Lease is amended to read
in its entirety as follows:

          "(C ) within three (3) Business  Days after receipt from the Lessee of
          the filing fees,  mortgage recording tax, transfer and other taxes (or
          evidence  satisfactory  to the  recording  office that such taxes have
          been paid) due in  connection  with the  recording  of the  Recordable
          Documents, the Lessor or the Related Assignee shall record or cause to
          be recorded,  in such order as the Lessor and the Related Assignee may
          determine, and at the Lessee's sole cost and expense, such instruments
          or documents,  including without  limitation this Lease (or memorandum
          thereof),  the Site  Lease (or  memorandum  thereof),  the  SNDA,  the
          Landlord's  Consent (each as defined in the Note Purchase  Agreement),
          any deed in respect of the  Facility  or any part  thereof  (including
          without  limitation a  confirmatory  deed with respect to the Facility
          Site  (as  defined  in  the  Note  Purchase  Agreement)  from  KeySpan
          Ravenswood,  Inc. to any  successor  thereto and related  transfer tax
          forms), the Leasehold Mortgage and any security agreement,  indenture,
          mortgage,  deed of trust, assignment of rents and any other instrument
          directly or  indirectly  relating  to the  Lessor's  financing  of the
          Facility,   including  without   limitation  Uniform  Commercial  Code
          financing  statements  related  thereto  (as the same may be  amended,
          modified  or  supplemented  from  time  to  time,  collectively,   the
          "Recordable Documents"), and".

     (h) Section 26 of the Original  Lease is amended to read in its entirety as
follows:

          "The  Lessee  may  not  consolidate  with  or  merge  into  any  other
          corporation  or sell all or  substantially  all of its  assets  to any
          Person,  except that the Lessee may consolidate with or merge into any
          other corporation,  or with or into any limited liability company,  in
          each  case  which  is an  Affiliate  of the  Lessee,  or  sell  all or
          substantially all of its assets to any Person which is an Affiliate of
          the Lessee;  provided,  that (a) the  surviving  Person or  transferee
          Person  shall  assume,   by  execution  and  delivery  of  instruments
          satisfactory to the Lessor and the Related  Assignee,  the obligations


                                       3
<PAGE>


          of the Lessee hereunder and become a successor to the Lessee,  (b) the
          Lessee (or its successor by merger) shall not thereby be released from
          its obligations  hereunder,  (c) the Guarantor shall own  beneficially
          and of record  (either  directly  or  indirectly  through  one or more
          subsidiaries  of the  Guarantor),  greater than fifty percent (50%) of
          the capital stock or voting membership  interests (or other equivalent
          equity  interests) of the surviving  Person or transferee  Person (and
          for this  purpose  "subsidiary"  shall  mean any  Person  in which the
          Guarantor or another subsidiary of the Guarantor owns greater than 50%
          of  the  capital  stock  or  voting  membership  interests  (or  other
          equivalent equity interests),  (d) the Guaranty shall be applicable to
          the obligations  under this Lease with respect to the surviving Person
          or transferee Person, and (e) no Potential Default or Event of Default
          shall occur by reason of giving  effect to such merger,  consolidation
          or sale.  The terms and provisions of this Lease shall be binding upon
          and inure to the benefit of the Lessee and its  respective  successors
          and assigns."

     3.  CONFIRMATION OF LEASE.  The Parties hereby confirm that,  except to the
extent  specifically  amended hereby, the provisions of the Original Lease shall
remain  unmodified and the Original  Lease as so amended is hereby  confirmed as
being in full force and effect.

     4. ASSUMPTION AGREEMENT; GUARANTY CONFIRMATION.  The Parties agree, and the
Related  Assignee has  confirmed in writing,  that the execution and delivery of
(a) an Assumption Agreement substantially in the form attached hereto as Exhibit
A by the Lessee and an  Affiliate  of the Lessee into which the Lessee may merge
shall satisfy the  requirements of clause (a) of Section 26 of the Lease and (b)
the  Confirmation  of  Guaranty  substantially  in the form  attached  hereto as
Exhibit B by the  Guarantor  shall  satisfy  the  requirements  of clause (d) of
Section 26 of the Lease.

     5. CONDITIONS TO EFFECTIVENESS.  This Amendment shall become effective upon
the  execution  and  delivery by each of the Parties  following  its approval in
writing by the Required Holders (as defined in the Note Purchase Agreement),  as
evidenced  by  receipt  by the  Parties of the  written  consent of the  Related
Assignee in the form attached  hereto as Exhibit C, in  accordance  with Section
11.5 of the Note Purchase Agreement,  Section 4 of the Collateral  Indenture and
Section 4 of the KSR Consent (each as defined in the Note Purchase Agreement).

     6.  REPRESENTATIONS  AND WARRANTIES OF LESSEE. The Lessee hereby represents
and warrants as follows:

     (a) The execution, delivery and performance by the Lessee of this Amendment
No. 1 are within the Lessee's power and authority,  have been duly authorized by
all necessary corporate action and do not contravene the Lessee's certificate of
incorporation  or  by-laws,  any  law,  rule or  regulation  or any  contractual
restriction binding on or affecting the Lessee.

     (b) There  are no  Governmental  Actions  which are  required  under  Legal
Requirements  applicable  to the Lessee or any of its  Affiliates  in connection
with the valid  execution,  delivery and  performance of this Amendment No. 1 by
the Lessee  other than those  which  have been duly  filed,  obtained,  given or
accomplished.


                                       4
<PAGE>


     (c) The Lessee and the  Guarantor  have  complied  with the  provisions  of
Section 5.12 of the Guaranty in connection with this Amendment No. 1.

     (d) The  representations  and  warranties  of the Lessee  contained  in the
Original  Lease,  after  giving  effect  to this  Amendment  No. 1, are true and
correct in all material  respects on and as of the date of this Amendment No. 1,
or in the case of representations  and warranties made as of a specified earlier
date,  on and as of such  earlier  date,  with the same  effect as  though  such
representations  and  warranties  had  been  made on and as of the  date of this
Amendment No. 1 (or such earlier date), except to the extent that the failure of
such  representations  and  warranties  to be true and correct is caused by: (i)
events and conditions which have been previously disclosed to the Lessor and the
Related  Assignee  in written  reports and  notices of the Lessee  delivered  in
compliance  with its obligations  under the Lease and which,  individually or in
the  aggregate,  do not  constitute  a Potential  Default or Event of Default or
otherwise (x) impair the ability of the Lessee to perform its obligations  under
the Lease or the other  Operative  Documents  to which it is a party,  (y) could
reasonably be expected to  materially  impair the ability of the Facility or any
Turbine Unit to perform in commercial operation and to operate  substantially at
its  Capacity  or (z)  result  in an  Event  of  Lease  Termination  or an event
described  in clause  (A),  (B) or (C) of Section  15(c) of the Lease;  (ii) the
receipt,  after  the  date  of  the  Original  Lease,  of  Governmental  Actions
contemplated  by Exhibit G; or (iii) the renewal or replacement of  Governmental
Actions  described in Exhibit G or of any Facility Asset or Additional  Property
described in Exhibit I, in each case in accordance with the terms of the Lease.

     (e) There exists no Potential Default or Event of Default under the Lease.

7.  MISCELLANEOUS.

     (a) This  Amendment No. 1 shall be binding upon and inure to the benefit of
and be  enforceable  by the  respective  successors  and  assigns of the Parties
hereto,  except  that this  Amendment  No. 1 may not be  assigned  by any of the
Parties hereto unless such  assignment is made in connection  with an assignment
of the Lease in accordance with the provisions of Section 21 or 26 of the Lease,
as applicable.

     (b) The Amendment No. 1 shall be construed and enforced in accordance  with
and  governed  by  the  laws  of  the  State  of New  York  (including,  without
limitation, Sections 5-1401 and 5-1402, of the New York General Obligations Law)
in all respects,  including,  without  limitation,  in respect of all matters of
construction, validity and performance.

     (c) The headings of this Amendment No. 1 are for purposes of reference only
and shall not limit or otherwise affect the meaning of this Amendment No. 1.

     (d) This Amendment No. 1 may be executed in any number of counterparts  and
by the Parties hereto on separate  counterparts,  each of which when so executed
and delivered shall be an original,  but all of which shall together  constitute
one and the same instrument.

     (e) In case any provision in or obligation under this Amendment No. 1 shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby.


                                       5
<PAGE>




     IN WITNESS  WHEREOF,  this Amendment No. 1 has been executed as of the date
first above written.



                                  KEYSPAN-RAVENSWOOD, INC.


                                  By:      /s/ Richard A. Rapp, Jr.
                                  Name:    Richard A. Rapp, Jr.
                                  Title:   Vice President, Secretary & Deputy
                                           General Counsel

                                  LIC FUNDING, LIMITED PARTNERSHIP

                                  By LIC Capital, Inc.,
                                         its General Partner

                                  By:    /s/Frank J. Conley
                                  Name:  Frank J. Conley
                                  Title: Vice President









                                       6
<PAGE>




                                    EXHIBIT A
                                    ---------

                          FORM OF ASSUMPTION AGREEMENT
                          ----------------------------


     THIS ASSUMPTION  AGREEMENT (this  "Agreement")  dated as of ______________,
2002 by and among KeySpan-Ravenswood,  LLC, a New York limited liability company
("Successor KSR"), KeySpan-Ravenswood, Inc., a New York corporation ("KSR"), LIC
Funding,  Limited  Partnership,  a Delaware limited partnership ("LIC Funding"),
and The Bank of New York,  as Collateral  Trustee  under the  Indenture  defined
below (the "Collateral Trustee").

                                    RECITALS
                                    --------

     WHEREAS, (i) KSR and LIC Funding are parties to a Lease Agreement, dated as
of June 9, 1999 (as amended,  the "Lease");  (ii) LIC Funding and the Collateral
Trustee  have  entered  into an  Indenture  of  Trust,  Security  Agreement  and
Assignment,  dated as of June 9, 1999 (the  "Indenture");  and  (iii)  KSR,  LIC
Funding and the  Collateral  Trustee have entered into a Consent and  Agreement,
dated as of June 9, 1999 (the "KSR Consent").

     WHEREAS,  KSR and Successor KSR entered into that certain Merger Agreement,
dated as of _______________,  2002 (the "Merger Agreement"),  pursuant to which,
at the Effective  Time, as defined in the Merger  Agreement,  KSR will be merged
with and into Successor KSR, under the New York Business  Corporation  Law, with
Successor KSR being the surviving entity of such merger (the "Merger");

     WHEREAS,  in accordance with the Merger Agreement and the New York Business
Corporation Law, upon the consummation of the Merger, Successor KSR will succeed
to all of KSR's  right,  title  and  interest  in and to all of the  assets  and
properties of KSR and will assume and become  responsible for all of the duties,
liabilities and obligations (whether absolute or contingent, direct or indirect,
known or unknown) of KSR,  including without  limitation all of KSR's rights and
obligations  with respect to the Lease,  the KSR Consent and the other Operative
Documents to which KSR is a party (collectively, the "Assumed Documents").

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable   consideration,   the   adequacy   and  receipt  of  which  is  hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

     1. Defined Terms.  Capitalized terms which are used but not defined in this
Agreement have the meaning given to such terms in the Lease.


     2.  Assumption.  Successor KSR hereby agrees,  as of the Effective Time, as
defined in the Merger  Agreement,  to (i) assume and pay,  perform or  otherwise
discharge,  when due, all duties,  liabilities and obligations (whether absolute
or  contingent,  direct or  indirect,  known or  unknown)  of KSR  relating  to,
resulting from or arising out of the Lease and the other Assumed Documents, (ii)
agrees to be bound by the terms of KSR's covenants under the Lease and the other
Assumed  Documents in accordance  with the terms thereof,  and (iii) agrees that
each reference to "Lessee" in the Lease, the KSR Consent and the other Operative
Documents  shall,  from and after the Effective Date, refer to Successor KSR and
not to KSR.


                                       A-1
<PAGE>


     3. No Other Modifications,  Waiver or Release. Except as expressly provided
in Section 6 below,  neither  the making nor the  acceptance  of this  Agreement
shall enlarge,  restrict or otherwise modify the terms of the Lease or any other
Assumed  Document to which  Successor KSR is a party (or as the successor to KSR
becomes a party) or  constitute a waiver or release by KSR,  Successor  KSR, LIC
Funding or the  Collateral  Trustee of any  liabilities,  duties or  obligations
imposed  upon  any of them by the  terms  of the  Lease  or such  other  Assumed
Document.

     4.  Representations  and Warranties of Successor KSR.  Successor KSR hereby
represents and warrants to LIC Funding,  the Collateral Trustee and each Related
Assignee follows:

     (a) The execution  and delivery by Successor KSR of this  Agreement and the
performance  of this  Agreement  and  the  Lease  by  Successor  KSR are  within
Successor KSR's power and authority,  have been duly authorized by all necessary
limited  liability  company  action  and  do  not  contravene   Successor  KSR's
certificate of formation or limited liability company  agreement,  any law, rule
or regulation or any contractual  restriction  binding on or affecting Successor
KSR. This  Agreement and the Lease are legal,  valid and binding  obligations of
Successor  KSR,  enforceable  against it  according to their  respective  terms,
except  (i) as the same may be  limited by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws now or hereafter in effect  relating
to  creditors' or lessors'  rights  generally  and (ii) for the  application  of
equitable principles, whether applied by a court of equity or law.

     (b) There  are no  Governmental  Actions  which are  required  under  Legal
Requirements  applicable to Successor KSR or any of its Affiliates in connection
with  the  valid  execution,  delivery  and  performance  of this  Agreement  by
Successor  KSR ,  except  for such  Governmental  Actions  (i) as have been duly
filed, obtained,  given or accomplished,  with true, correct and complete copies
thereof delivered to the Lessor and the Collateral Trustee, and which are listed
in  Attachment 1 hereto,  or (ii) as are  building,  occupancy or other  routine
Governmental Actions, including without limitation the transfer into the name of
Successor  KSR of existing  Governmental  Actions with respect to the  Facility,
which existing  Governmental Actions are described on Exhibit G to the Lease (or
are renewal or  replacement  Governmental  Actions for those  described  on said
Exhibit G) and  obtainable in the ordinary  course of business,  but only if the
failure to obtain such Governmental  Actions as of the date hereof could not (x)
impair the ability of Successor KSR, as the Lessee,  to perform its  obligations
under the Lease or the other  Operative  Documents  to which it is a party,  (y)
reasonably be expected to  materially  impair the ability of the Facility or any
Turbine Unit to perform in commercial operation and to operate  substantially at
its  Capacity  or (z)  result  in an  Event  of  Lease  Termination  or an event
described in clause (A), (B) or (C) of Section 15(c) of the Lease.

     (c) Neither LIC Funding,  any Related  Assignee nor any of their respective
Affiliates shall, solely by reason of LIC Funding's and the Collateral Trustee's
entering into this Agreement, be deemed to be, and be subject to financial rate,
utility or other similar regulation as, a public utility, or an electric utility
or a public utility holding company under any Legal  Requirement  (including any
Legal  Requirement  (A) under the 1935 Act,  (B)  imposed  by any state or local
public utility commission or other similar  regulatory body,  authority or group
having  jurisdiction  over  LIC  Funding  or  Successor  KSR or any  transaction
contemplated by this Agreement,  or (C) under the Federal Power Act, as amended,
except  (other than in the case of (A)) in  connection  with the exercise of any
Possessory  Remedy by LIC  Funding or any  Related  Assignee.  All  Governmental
Actions  necessary to accomplish this result, if any, are listed on Attachment 1
hereto and have been duly obtained,  given or accomplished,  with true,  correct
and complete copies thereof delivered to LIC Funding and the Collateral Trustee.


                                       A-2
<PAGE>


     (d) The  representations  and  warranties  of the Lessee  contained  in the
Lease,  after  giving  effect to the  Merger  and this  Agreement,  are true and
correct in all material respects on and as of the date of this Agreement,  or in
the case of representations  and warranties made as of a specified earlier date,
on  and  as  of  such  earlier  date,  with  the  same  effect  as  though  such
representations  and  warranties  had  been  made on and as of the  date of this
Agreement (or such earlier date),  except to the extent that the failure of such
representations  and  warranties to be true and correct is caused by: (i) events
and  conditions  which have been  previously  disclosed  to LIC  Funding and the
Collateral  Trustee in written  reports and notices of the Lessee  delivered  in
compliance  with its obligations  under the Lease and which,  individually or in
the  aggregate,  do not  constitute  a Potential  Default or Event of Default or
otherwise (x) impair the ability of the Lessee to perform its obligations  under
the Lease or the other  Operative  Documents  to which it is a party,  (y) could
reasonably be expected to  materially  impair the ability of the Facility or any
Turbine Unit to perform in commercial operation and to operate  substantially at
its  Capacity  or (z)  result  in an  Event  of  Lease  Termination  or an event
described  in clause  (A),  (B) or (C) of Section  15(c) of the Lease;  (ii) the
receipt,  after June 9, 1999, of Governmental  Actions contemplated by Exhibit G
to the  Lease;  or (iii) the  renewal or  replacement  of  Governmental  Actions
described  in  Exhibit G to the  Lease or of any  Facility  Asset or  Additional
Property  described in Exhibit I to the Lease,  in each case in accordance  with
the terms of the Lease; provided that for purposes of this Section 4(d), Exhibit
G to the Lease  shall be  deemed  to be  supplemented  by  Attachment  1 to this
Agreement.

     5.  Conditions to  Effectiveness.  This  Agreement,  and the  assumption of
obligations and liabilities  provided  herein,  shall become effective as of the
date (the "Closing Date") on which the following conditions are satisfied:

     (a) Execution and delivery of this Agreement by each of Successor KSR, KSR,
LIC Funding and the Collateral Trustee;

     (b) The Guarantor  shall have executed and delivered to LIC Funding and the
Collateral  Trustee  the  Confirmation  of  Guaranty  substantially  in the form
attached as Exhibit B to  Amendment  No. 1 to the Lease dated as of  __________,
2002;

     (c) The  Effective  Time,  as defined in the Merger  Agreement,  shall have
occurred  and LIC  Funding  and  the  Collateral  Trustee  shall  have  received
satisfactory documentation thereof;

     (d) The  representations  and  warranties  of Successor KSR in Section 4 of
this Agreement which are made as of the date of this Agreement shall be true and
correct as of the Closing Date, as if made at and as of such time;

     (e)  LIC  Funding  and  the  Collateral   Trustee  shall  have  received  a
certificate from an authorized officer of Successor KSR, dated the Closing Date,
stating  that  (i) the  Merger  has  been  consummated  in  compliance  with the
requirements  of  Section 26 of the Lease and (ii) the  conditions  set forth in
Sections 5(c) and 5(d) have been satisfied;


                                       A-3
<PAGE>


     (f) LIC Funding and the  Collateral  Trustee shall have received an opinion
of counsel to Successor KSR to the effect that this Agreement and the assumption
of KSR's  obligations and liabilities in accordance with Section 2 hereof is the
legal, valid and enforceable  obligation of Successor KSR, in form and substance
satisfactory to LIC Funding and the Collateral Trustee; and

     (g) LIC Funding and the Collateral Trustee shall have received (i) original
counterpart signature pages, duly executed and acknowledged,  as applicable,  by
KSR, Successor KSR, LIC Funding and the Collateral Trustee, as applicable,  of a
deed from KSR to Successor KSR (together with all necessary transfer tax forms),
such amendments to the Memorandum of Lease,  the Memorandum of Ground Lease, the
Landlord  Consent  (as  defined in the Note  Purchase  Agreement),  the SNDA (as
defined in the Note  Purchase  Agreement)  and a durable  power of attorney from
Surviving  KSR as shall be  reasonably  required to effect the  substitution  of
Successor  KSR as the  "Lessee" or "Lessor"  (as  applicable)  thereunder,  (ii)
substitute  financing  statements  under  the  Uniform  Commercial  Code  naming
Successor  KSR as debtor  and (iii)  such  certified  organizational  documents,
certified  resolutions,  officers'  certificates  as  to  absence  of  defaults,
incumbency  certificates,  lien  searches  and  similar  documents  as  shall be
reasonably  requested by LIC Funding and the  Collateral  Trustee in  connection
with the consummation of the Merger. The documents and instruments  described in
the foregoing clause (i) are "Recordable  Documents"  under the Lease,  shall be
held by the Collateral Trustee in like manner as all other Recordable  Documents
and shall not be recorded  except in accordance  with Paragraph (i) of Section 8
of the Lease and Section 7.10 of the Note Purchase Agreement.

     6. Substitution of Successor Lessee and Related Amendments.  From and after
the  consummation  of the Merger and the  Closing  Date  hereunder,  without any
further  action  on the  part of the  parties  hereto,  (a)  each  reference  to
"KeySpan-Ravenswood, Inc." in the Note Purchase Agreement, Collateral Indenture,
ML Leasing  Shortfall  Agreement  (as defined in the Note  Purchase  Agreement),
Lease,  KSR Consent and each other Operative  Document shall be modified to mean
and refer to Successor KSR, (b) each reference to the "Lessee" contained in such
documents  shall  be  deemed  to mean  and  refer  to  Successor  KSR,  (c) each
description  or reference to the Lessee as a New York  corporation  contained in
such  documents  shall be modified to mean and refer to  Successor  KSR as a New
York limited  liability  company and (d) each reference to the "Lease" contained
in such documents shall be modified to mean and refer to the Lease as amended.

     7. Amendment to Note Purchase Agreement. From and after the consummation of
the Merger and the Closing  Date  hereunder,  without any further  action on the
part of the parties hereto, each reference in the Note Purchase Agreement to the
"Lease",  the  "Ground  Lease",  the  "Guaranty",   the  "ML  Leasing  Shortfall
Agreement", the "Collateral Indenture", the "Consents and Agreements" the "SNDA"
and the "Landlord's Consent" shall refer to the "Lease", the "Ground Lease", the
"Guaranty",  the "ML Leasing Shortfall Agreement",  the "Collateral  Indenture",
the  "Consents  and  Agreements"  the "SNDA" and the  "Landlord's  Consent",  as
applicable, as the same may amended, modified or supplemented from time to time.

     8. Miscellaneous. (a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable  by the  respective  successors and assigns of the
parties  hereto,  except that this  Agreement  may not be assigned by any of the
parties hereto unless such  assignment is made in connection  with an assignment
of the Lease in accordance with the provisions of Section 21 or 26 of the Lease,
as applicable.


                                       A-4
<PAGE>


     (b) THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. SUCCESSOR KSR EXPRESSLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM RELATED TO THIS AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT. SUCCESSOR KSR ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 8(b)
HAVE BEEN BARGAINED FOR AND THAT THE SUCCESSOR KSR HAS BEEN REPRESENTED BY
COUNSEL IN CONNECTION THEREWITH.

     (c) The headings of this  Agreement are for purposes of reference  only and
shall not limit or otherwise affect the meaning of this Agreement.

     (d) This Agreement may be executed in any number of counterparts and by the
parties  hereto on separate  counterparts,  each of which when so  executed  and
delivered shall be an original,  but all of which shall together  constitute one
and the same instrument.

     (e) In case any provision in or obligation  under this  Agreement  shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby.

                            [Signature Page Follows]


















                                       A-5
<PAGE>



     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date first
above written.



                                   KEYSPAN-RAVENSWOOD, INC.


                                   By:
                                   Name:
                                   Title:


                                   KEYSPAN-RAVENSWOOD, LLC

                                   By: ___________________________________
                                   Name: ______________________________
                                   Title: _______________________________

                                   LIC FUNDING, LIMITED PARTNERSHIP

                                   By LIC Capital, Inc.,
                                          its General Partner

                                   By: ________________________________
                                   Name: _________________________
                                   Title:


                                   THE BANK OF NEW YORK, as Collateral Trustee

                                   By: __________________________________
                                   Name: __________________________
                                   Title: __________________________




Acknowledged and Agreed to with respect
Solely to Section 6

ML LEASING EQUIPMENT CORP.

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



                                       A-6
<PAGE>



                                    EXHIBIT B
                                    ---------

                        FORM OF CONFIRMATION OF GUARANTY
                        --------------------------------



     CONFIRMATION  OF GUARANTY (this  "Confirmation"),  dated as of ________ __,
2002, from KeySpan  Corporation,  a New York corporation (the  "Guarantor"),  in
favor of LIC Funding,  Limited Partnership,  a Delaware limited partnership (the
"Lessor"), and its successors and assigns.

                                    RECITALS
                                    --------

     WHEREAS,  Guarantor  entered into a Guaranty,  dated as of June 9, 1999, in
favor of the Lessor and its successors and assigns (the "Guaranty")  pursuant to
which Guarantor  guaranteed all Payment Obligations and Covenant Obligations (in
each case as defined in the Guaranty) of KeySpan-Ravenswood, Inc. (the "Lessee")
arising under the Lease Agreement,  dated as of June 9, 1999, between the Lessor
and the Lessee,  as amended by  Amendment  No. 1 thereto,  dated as of ________,
2002 ("Amendment No. 1") (the Lease Agreement, as so amended, the "Lease");

     WHEREAS,  the Lessee and  KeySpan-Ravenswood,  LLC (the "Successor Lessee")
have entered into a merger agreement (the "Merger Agreement"), providing for the
merger of the Lessee with and into the Successor Lessee (the "Merger"), with the
Successor  Lessee's being the surviving entity of the Merger,  and an Assumption
Agreement,  dated as of the date of this  Confirmation,  among the  Lessee,  the
Successor  Lessee,  the Lessor and The Bank of New York, as  Collateral  Trustee
under the Indenture defined therein (the "Assumption Agreement");

     WHEREAS,  it is a condition of the consummation of the Merger in accordance
with  Section  26  of  the  Lease  that  Guarantor   execute  and  deliver  this
Confirmation;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable   consideration,   the   adequacy   and  receipt  of  which  is  hereby
acknowledged,  the  Guarantor  hereby  agrees  as  follows:

     1. Defined Terms.  Capitalized terms which are used but not defined in this
Confirmation have the meaning given to such terms in the Guaranty.

     2.  Confirmation.  Guarantor hereby expressly (i) acknowledges and consents
to  Amendment  No. 1, the  consummation  of the  Merger  pursuant  to the Merger
Agreement  and the  assumption by the Successor  Lessee of all  liabilities  and
obligations of the Lessee under the Lease and the other  Operative  Documents to
which the Lessee is a party in accordance  with the  Assumption  Agreement,  and
(ii) ratifies,  affirms and confirms to the Lessor and each Related Assignee its
obligations under the Guaranty and under each other Operative  Document to which
Guarantor  is a party,  and  acknowledges,  renews  and  extends  its  continued
liability  under the  Guaranty  and such other  documents  and  agrees  that the
Guaranty and such other documents remain,  and following the consummation of the
Merger and the closing  contemplated under the Assumption Agreement will remain,
in full force and effect and  enforceable  in accordance  with their  respective
terms.


                                       B-1
<PAGE>


     3. No Other Modifications. Except as expressly provided in Section 5 below,
neither  the making  nor the  acceptance  of this  Confirmation  shall  enlarge,
restrict or otherwise  modify the terms of the  Guaranty or any other  Operative
Document to which Guarantor is a party.

     4. Representations and Warranties of Guarantor. Guarantor hereby represents
and warrants to the Lessor and each Related Assignee as follows:

     (a) Organization;  Power and Authority. The Guarantor is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New York.  The Guarantor  has full power and  authority to execute,  deliver and
perform the provisions of this Confirmation and the Guaranty.

     (b)  Authorization,  etc. This Confirmation and the Guaranty have been duly
authorized by all necessary  corporate and shareholder action on the part of the
Guarantor and this Confirmation and the Guaranty each constitutes a legal, valid
and binding  obligation  of the Guarantor  enforceable  against the Guarantor in
accordance with its terms,  except as such  enforceability may be limited by (i)
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws affecting the enforcement of creditors'  rights  generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     (c) Compliance with Laws, Other Instruments,  etc. The execution,  delivery
and performance by the Guarantor of this  Confirmation and the Guaranty will not
(i)  contravene,  result in any breach of, or  constitute  a default  under,  or
result in the creation of any Lien in respect of any  property of the  Guarantor
or any of its Subsidiaries under, any indenture,  mortgage, deed of trust, loan,
purchase or credit agreement,  lease, corporate charter or by-laws, or any other
Material  agreement  or  instrument  to  which  the  Guarantor  or  any  of  its
Subsidiaries  is bound or by which the Guarantor or any of its  Subsidiaries  or
any of their respective properties may be bound or affected,  (ii) conflict with
or result in a breach  of any of the  terms,  conditions  or  provisions  of any
order,  judgment,  decree or ruling of any  court,  arbitrator  or  Governmental
Authority  applicable  to the  Guarantor  or any of its  Subsidiaries  or  (iii)
violate  any  provision  of any  statute  or  other  rule or  regulation  of any
Governmental Authority applicable to the Guarantor or any of its Subsidiaries.

     (d) Governmental Authorizations, etc. No consent, approval or authorization
of, or registration,  filing or declaration with, any Governmental  Authority is
required  in  connection  with the  execution,  delivery or  performance  by the
Guarantor of this  Confirmation  and the  Guaranty,  other than those which have
been duly obtained or made.

     (e) No Defaults.  No event has occurred and no condition exists which would
constitute a Potential Default or an Event of Default under the Guaranty.

     (f)  Litigation.  Except as disclosed in the Annual Report of the Guarantor
or any  Subsidiary of the Guarantor for the year ended December 31, 2001 on Form
10-K  and the  Quarterly  Reports  of the  Guarantor  or any  Subsidiary  of the


                                       B-2
<PAGE>


Guarantor  for any quarter  ended since  January 1, 2002 on Form 10-Q filed with
the Securities and Exchange  Commission and publicly available prior to the date
of this Confirmation,  there are no actions, suits or proceedings pending or, to
the knowledge of the Guarantor, threatened against or affecting the Guarantor or
any  of  its  Subsidiaries  or  any  property  of  the  Guarantor  or any of its
Subsidiaries  in any court or before any  arbitrator of any kind or before or by
any  Governmental  Authority  that,  individually  or in  the  aggregate,  would
reasonably be expected to have a Material Adverse Effect.

     (g) No Solicitation  Fees, etc.  Guarantor has complied with the provisions
of  Section  5.12 of the  Guaranty  in  connection  with this  Confirmation  and
Amendment No. 1.

     5. Substitution of Successor Lessee. From and after the consummation of the
Merger  and the  closing  contemplated  under  the  Assumption  Agreement,  each
reference  to  "KeySpan-Ravenswood,  Inc." and the  "Lessee" in the Guaranty and
each other Operative  Document to which Guarantor is a party shall,  without any
further action on the part of Guarantor, be deemed modified to mean and refer to
"KeySpan-Ravenswood, LLC" as the Successor Lessee.

     6. Miscellaneous.

     (a) This  Confirmation  shall  inure to the  benefit of the Lessor and each
Related  Assignee  (including  the  Noteholders)  and its and  their  respective
successors,  assigns or transferees, and shall be binding upon Guarantor and its
successors and assigns, except that this Confirmation may not be assigned unless
such  assignment  is made in  connection  with an  assignment of the Guaranty in
accordance with the provisions of Section 5.2 of the Guaranty.

     (b) THIS  CONFIRMATION  SHALL BE GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. GUARANTOR EXPRESSLY WAIVES ALL RIGHT TO
TRIAL  BY  JURY  IN ANY  ACTION,  PROCEEDING  OR  COUNTERCLAIM  RELATED  TO THIS
CONFIRMATION,   THE  GUARANTY  OR  ANY  OTHER  OPERATIVE   DOCUMENT.   GUARANTOR
ACKNOWLEDGES  THAT THE  PROVISIONS OF THIS SECTION 6(b) HAVE BEEN  BARGAINED FOR
AND THAT THE GUARANTOR HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION THEREWITH.

     (c) The headings of this  Confirmation  are for purposes of reference  only
and shall not limit or otherwise affect the meaning of this Confirmation.

     (d) This  Confirmation may be executed in any number of counterparts and by
the Parties hereto on separate counterparts,  each of which when so executed and
delivered shall be an original,  but all of which shall together  constitute one
and the same instrument.

     (e) In case any provision in or obligation under this Confirmation shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby.

                            [Signature Page Follows]



                                       B-3
<PAGE>



     IN WITNESS  WHEREOF,  this  Confirmation  has been  executed as of the date
first written above.


                                           KEYSPAN CORPORATION,
                                           as Guarantor



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


Acknowledged and Agreed:

LIC FUNDING, LIMITED PARTNERSHIP

By:        LIC Capital, Inc.
           its General Partner


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



THE BANK OF NEW YORK,
  as Collateral Trustee

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







                                       B-4
<PAGE>




                                    EXHIBIT C
                                    ---------

                       FORM OF CONSENT TO LEASE AMENDMENT
                       ----------------------------------


                                                             _____________, 2002
To:        LIC Funding, Limited Partnership
           c/o ML Leasing Equipment Corp.
           Four World Financial Center
           New York, New York 10080

           KeySpan-Ravenswood, Inc.
           c/o KeySpan Corporation
           One MetroTech Center
           Brooklyn, New York  11201


Ladies and Gentlemen:

     Reference is made to (i) those several Note Purchase Agreements, each dated
as of June 9,  1999,  entered  into by LIC  Funding,  Limited  Partnership  (the
"Company")  with the  institutional  investors  listed  in  Schedule  I  thereto
(collectively,  the "Note  Purchase  Agreement");  (ii) the  Indenture of Trust,
Security Agreement and Assignment, dated as of June 9, 1999, between The Bank of
New York, as collateral trustee (the "Collateral Trustee"), and the Company (the
"Collateral Indenture");  and (iii) the Consent and Agreement,  dated as of June
9, 1999, by and among  KeySpan-Ravenswood,  Inc., the Company and the Collateral
Trustee (the "KSR Consent").

     Pursuant to Section 4(a) and (b) of the Collateral Indenture and to Section
4 of the KSR Consent, the Collateral Trustee (for itself and with the consent of
and on behalf of all Required  Holders),  hereby consents to an amendment to the
Lease  substantially  in the form of Amendment No. 1 to Lease attached hereto as
Exhibit A.

     Capitalized  terms used  herein but not defined  shall have the  respective
meanings  given  to  them  in the  Note  Purchase  Agreement  or the  Collateral
Indenture.

     IN WITNESS WHEREOF,  the undersigned has caused this Consent to be executed
by its officers thereunto duly authorized as of the first date written above.

                                             THE BANK OF NEW YORK,
                                             as Collateral Trustee and on
                                             behalf of all Required Holders


                                             By: ___________________________
                                                 Name:
                                                 Title:


                                      C-1