NIG Prospectus - London Stock Exchange

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Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08Guarantee means, in relation to any indebtedness of any person, any obligation of another personto pay such indebtedness following demand or claim on that person including (without limitation):(a)(b)(c)(d)any obligation to purchase such indebtedness;any obligation to extend financing, to purchase or subscribe shares or other securities or topurchase assets or services in order to provide funds for the payment of such indebtedness;any indemnity against the consequences of a default in the payment of such indebtedness;andany other agreement to be responsible for such indebtedness.Permitted Encumbrance means:(i)(ii)(iii)any Encumbrance in respect of any indebtedness or Guarantee, provided that the aggregateoutstanding amount secured thereby shall not at any time exceed an amount equal to 5 percent. of the aggregate of the share capital and reserves of NIG and its Subsidiaries, asprovided in its most recent audited consolidated accounts or the most recent un-auditedpublished reviewed consolidated interim financial statements;any Encumbrance created or outstanding with the prior written approval of the Delegate orof an Extraordinary Resolution of the Certificateholders; and/orany lien arising by operation of law and in the normal course of business, if such lien isdischarged within 90 days of arising.A Subsidiary of a company or corporation shall be construed as a reference to any company orcorporation:(a)(b)(c)which is controlled, directly or indirectly, by the first-mentioned company or corporation; ormore than half the issued share capital of which is beneficially owned, directly or indirectly,by the first-mentioned company or corporation; orwhich is a subsidiary of another subsidiary of the first-mentioned company or corporation,and, for these purposes, a company or corporation shall be treated as being controlled by anotherif that other company or corporation is able to direct its affairs and/or to control the compositionof its board of directors or equivalent body.In addition, the Obligor has agreed that each of the following events will constitute an NIG Event:(a)(b)(c)NIG (acting in any capacity) fails to pay any amount payable pursuant to any TransactionDocument; orNIG (acting in any capacity) fails to perform or observe any of its covenants and/orobligations under any Transaction Document for a period of 30 days after notice is given toNIG by the Delegate to remedy such breach (except where such failure is, in the opinion ofthe Trustee, not capable of remedy when no such notice shall be required); orany indebtedness of NIG, or any guarantee or indemnity given by NIG in respect ofindebtedness of others, is not paid when due or within any originally applicable grace periodor becomes due and payable prior to its specified maturity (and, in the case of a guaranteeor indemnity, is called) provided that it shall not constitute an NIG Event unless theaggregate amount (or its equivalent in U.S. dollars) of such indebtedness, guarantee orindemnity, either alone or when aggregated with all other indebtedness, guarantee orindemnity which shall remain unpaid or unsatisfied, as the case may be, shall be more thanUS$10,000,000; or90
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08(d)(e)(f)(g)(h)(i)(j)NIG takes any corporate action or other steps are taken or legal proceedings are started forits winding-up, nationalisation, dissolution, administration or re-organisation (whether byway of voluntary arrangement, scheme of arrangement or otherwise) or for the appointmentof a liquidator, receiver, administrator, administrative receiver, conservator, custodian,trustee or similar officer of it or of any substantial part or all of its revenues and assets savefor the purposes of reorganisation on terms approved by the Delegate or by an ExtraordinaryResolution; orNIG ceases to carry on the whole or a substantial part of its business save for the purposesof reorganisation on terms previously approved by the Delegate or an ExtraordinaryResolution; orNIG is unable to pay its debts as they fall due, commences negotiations with its creditorsas a whole or any one or more classes of its creditors with a view to the generalreadjustment or rescheduling of its indebtedness or makes a general assignment for thebenefit of or a composition with its creditors; orany execution or distress is levied against, or an encumbrancer takes possession of, thewhole or any substantial part of the property, undertaking or assets of NIG or any eventoccurs which under the laws of any jurisdiction has a similar or analogous effect; orNIG fails to comply with or pay any sum or sums which in aggregate amount to not less thanUS$10,000,000 due from it under any final non-appealable judgment or any final nonappealableorder made or given by any court of competent jurisdiction and such failurecontinues for a period of 30 days next following the service by the Delegate on NIG of noticerequiring the same to be paid/remedied; orby or under the authority of any government or governmental body, (A) the management ofNIG is wholly or partially displaced or the authority of NIG in the conduct of its business iswholly or partially curtailed or (B) all or a majority of the issued shares of NIG or the wholeor any part of its revenues or assets is seized, nationalised, expropriated or compulsorilyacquired; orat any time it is or becomes unlawful for NIG (acting in any capacity) to perform or complywith any or all of its obligations under or in respect of the Transaction Documents or any ofthe material (in the opinion of the Delegate) obligations of NIG (acting in any capacity)thereunder are not or cease to be legal, valid, binding and enforceable,provided, however, that (except in the case of paragraph (a), (c), (d), (e), (f) and (h) above), suchevent will only constitute an NIG Event if the Delegate has certified in writing to the Issuer thatsuch event, in the opinion of the Delegate, is materially prejudicial to the interests ofCertificateholders.For this purpose, the winding-up, dissolution or administration of a company or corporationshall be construed so as to include any equivalent or analogous proceedings under the law of thejurisdiction in which such company or corporation is incorporated or any jurisdiction in which suchcompany or corporation carries on business including the seeking of liquidation, winding-up,reorganisation, dissolution, administration, arrangement, adjustment, protection or relief ofdebtors.The Obligor will agree in the Purchase Undertaking that all payments by it under the PurchaseUndertaking will be made without any deduction or withholding for or on account of tax unlessrequired by law and without set-off or counterclaim and, in the event that there is any deduction,withholding, set off or counterclaim, the Obligor shall pay all additional amounts as will result inthe receipt by the Issuer of such net amounts as would have been received by it if no withholding,deduction, set-off or counterclaim had been made.91
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NIG Prospectus - London Stock Exchange

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