AMENDMENT NO. 3 TO GENERAL PARTNERSHIP AGREEMENT OF NATIONAL GRID GENERAL PARTNERSHIP
This Amendment No. 3 to General Partnership Agreement of National Grid General Partnership (this "Amendment"), dated as of January 31, 2002, is entered into by and between National Grid (US) Partner 1 Limited and National Grid (US) Partner 2 Limited (jointly, the "Partners").
WHEREAS, the Delaware general partnership known as National Grid General Partnership (the "Partnership") was formed pursuant to and in accordance with the Delaware Uniform Partnership Law, as amended (6 Del. C. § 1501, et seq.), as amended from time to time (the "Act"), and the General Partnership Agreement of the Partnership, dated as of July 16, 1999;
WHEREAS, such General Partnership Agreement was amended by Amendment No. 1 and by Amendment No. 2 to General Partnership Agreement, each dated as of December 20, 2001;
WHEREAS, in accordance with the terms of such General Partnership Agreement, as so amended by Amendment No. 1 and by Amendment No. 2 to General Partnership Agreement (as so amended, the "Agreement”), the Partners have contributed additional capital to the Partnership and hereby consent to the adoption of this Amendment;
WHEREAS, the Partners are the only partners of the Partnership;
WHEREAS, the parties hereto desire further to amend the Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
AMENDMENT
Notwithstanding anything to the contrary contained in the Agreement, the Agreement is hereby amended as follows:
1. Additional Capital Contributions of Partners. Exhibit "A" to the Agreement is hereby deleted in its entirety and Exhibit A to this Amendment No. 3 is hereby substituted therefor.
MISCELLANEOUS
1. Successors and Assigns. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and assigns.
2. Full Force and Effect. Except to the extent modified hereby, the Agreement shall remain in full force and effect.
3. Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all such parties are not signatories to the original or same counterpart.
4. Capitalized Terms. Capitalized terms used herein and not
otherwise defined are used as defined in the Agreement.
5. Governing Law. This Amendment shall be governed by, and
construed under, the laws of the State of Delaware, all rights and remedies
being governed by such laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Amendment as of the day first above
written.
NATIONAL GRID (US) PARTNER 1 LIMITED
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx Xxxxx
Title: Director
NATIONAL GRID (US) PARTNER 2 LIMITED
NATIONAL GRID (US) PARTNER 2 LIMITED
By: /s/ M.O. Xxxxxxx
Name: M.O. Xxxxxxx
Title: Director
EXHIBIT A
CAPITAL CONTRIBUTIONS
|
PARTNER
|
ASSETS
|
PERCENTAGE
INTEREST |
|
|
|
|
|
National Grid (US) Partner 2 Limited
|
10 shares of Common Stock of National Grid USA
|
|
|
|
|
|
|
|
$15,497,356
|
|
|
|
|
|
|
|
0.02 shares of the Common Stock of National Grid Holdings Inc.
|
1%
|
|
|
|
|
|
|
10,000 ordinary shares of US$ 1.00 each in National Grid Ten
Limited
|
|
|
|
|
|
|
National Grid (US) Partner1 Limited
|
990 shares of Common Stock of National Grid USA
|
|
|
|
|
|
|
|
$1,534,238,292
|
|
|
|
|
|
|
|
1.98 share of the Common Stock of National Grid Holdings, Inc
|
99%
|
|
|
|
|
|
|
990,000 ordinary shares of US$ 1.00 each in National Grid Ten
Limited
|
|
