National Grid 2008 Annual Report Download - page 247

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 15016
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.6.1, Doc: 6, Page: 41
Description: EXH 2(B).6.1
0/1645.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/645/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 15016
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.6.1, Doc: 6, Page: 41 Description: EXH 2(B).6.1
0/1645.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/645/1*
provided that in the case of para
g
raph (b) the Trustee shall have certified that in its opinion such event is materially prejudicial
to the interests of the Instrumentholders.
For the purposes of this Condition 8, “Principal Subsidiary” means KeySpan Corporation, KeySpan Ener
g
y Delivery New
York, KeySpan Ener
g
y Delivery Lon
g
Island, Nia
g
ara Mohawk Power Corporation and New En
g
land Power Company, and
includes any successor entity thereto or any member of the
g
roup of companies comprisin
g
National Grid USA and each of its
subsidiaries (the “Group”) which the Auditors have certified to the Trustee as bein
g
a company to which all or substantially all
of the assets of a Principal Subsidiary are transferred. In the event that all or substantially all of the assets of a Principal
Subsidiary are transferred to a member of the Group as described above, the transferor of such assets shall cease to be
deemed to be a Principal Subsidiary for the purposes of this Condition.
No Instrumentholder, Receiptholder or Couponholder shall be entitled to institute proceedin
g
s directly a
g
ainst the Issuer unless
the Trustee, havin
g
become bound to proceed as specified above, fails to do so within a reasonable time and such failure is
continuing.
41
para
g
raph (c) have occurred equals or exceeds U.S.$100,000,000 for the period up to and includin
g
31 March 2017, and
thereafter U.S.$200,000,000 or
(d) Winding-up: a resolution is passed, or a final order of a court in the United States of America is made and, where
possible, not discharged or stayed within a period of 90 days, that the Issuer be wound up or dissolved; or
(e) Enforcement Proceedings: attachment is made of the whole or substantially the whole of the assets or undertakin
g
s of
the Issuer and such attachment is not released or cancelled within 90 days or an encumbrancer takes possession or an
administrative or other receiver or similar officer is appointed of the whole or substantially the whole of the assets or
undertakin
g
of the Issuer or an administration or similar order is made in relation to the Issuer and such takin
g
of
possession, appointment or order is not released, discharged or cancelled within 90 days; or
(f) Insolvency: the Issuer ceases to carry on all or substantially all of its business or is unable to pay its debts; or
(g) Bankruptcy: the Issuer is adjud
g
ed bankrupt or insolvent by a court of competent jurisdiction in the United States of
America,
9 Enforcement
The Trustee may, at its discretion and without further notice, institute such proceedin
g
s a
g
ainst the Issuer as it may think fit to
enforce any obli
g
ation, condition or provision bindin
g
on the Issuer under the Instruments or under the Trust Deed, but shall not
be bound to do so unless:
(a) it has been so directed by an Extraordinary Resolution or in writing by the holders of at least one-quarter of the principal
amount of the Instruments outstandin
g
; and
(b) it has been indemnified to its satisfaction.
10 Meetings of Instrumentholders, Modifications and Substitution
10.1 Meetin
g
s of Instrumentholders
The Trust Deed contains provisions for convenin
g
meetin
g
s of Instrumentholders to consider any matter affectin
g
their
interests, includin
g
the sanctionin
g
by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of
these Conditions or any provisions of the Trust Deed. An Extraordinary Resolution duly passed at any such meetin
g
shall
be bindin
g
on Instrumentholders (whether or not they were present at the meetin
g
at which such resolution was passed)
and on all Couponholders, except that any Extraordinary Resolution proposed, inter alia,