National Grid 2008 Annual Report Download - page 150

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 46008
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 54
Description: EXH 2(B).5.1
0/1533.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/533/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 46008
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 54 Description: EXH 2(B).5.1
0/1533.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/533/1*
54
6.2 Pa
y
ments in the United States
Notwithstandin
g
the above, if any Instruments are denominated in U.S. dollars, payments in respect of them may be
made at the specified office of any Payin
g
A
g
ent in New York City in the same manner as specified above if (a) the
Issuer shall have appointed Payin
g
A
g
ents with specified offices outside the United States with the reasonable
expectation that such Payin
g
A
g
ents would be able to make payment of the amounts on the Instruments in the manner
provided above when due, (b) payment in full of such amounts at all such offices is ille
g
al or effectively precluded by
exchan
g
e controls or other similar restrictions on payment or receipt of such amounts and (c) such payment is then
permitted by United States law, without involvin
g
, in the opinion of the Issuer, any adverse tax consequence to the
Issuer.
6.3 Payments subject to Fiscal Laws etc.
All payments are subject in all cases to any applicable fiscal or other laws, re
g
ulations and directives, but without
prejudice to the provisions of Condition 7. No commission or expenses shall be char
g
ed to the Instrumentholders or
Couponholders in respect of such payments.
6.4 Appointment of Agents
The Issuin
g
and Payin
g
A
g
ent, the Payin
g
A
g
ents and the Calculation A
g
ent initially appointed by the Issuer and their
respective specified offices are listed below. The Issuin
g
and Payin
g
A
g
ent, the Payin
g
A
g
ents and the Calculation A
g
ent
act solely as a
g
ents of the Issuer and do not assume any obli
g
ation or relationship of a
g
ency or trust for or with any
holder. The Issuer reserves the ri
g
ht at any time with the approval of the Trustee to vary or terminate the appointment of
the Issuin
g
and Payin
g
A
g
ent, any other Payin
g
A
g
ent or the Calculation A
g
ent and to appoint additional or other Payin
g
A
g
ents, provided that the Issuer shall at all times maintain (a) an Issuin
g
and Payin
g
A
g
ent, (b) a Payin
g
A
g
ent havin
g
its
specified office in a major European city, which shall be London so lon
g
as the Instruments are admitted to the Official
List of the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets
Act 2000 and admitted to trading on the London Stock Exchange’s Gilt-Ed
g
ed and Fixed Interest Market, (c) a
Calculation A
g
ent where the Conditions so require one, (d) so lon
g
as the Instruments are listed on any stock exchan
g
e
or admitted to listin
g
by any other relevant authority, a Payin
g
A
g
ent havin
g
a specified office in such place as may be
required by the rules and re
g
ulations of any other relevant stock exchan
g
e or other relevant authority and (e) to the
extent that the Issuer is able to do so and not provided for by the fore
g
oin
g
provisions of this Condition 6.4, a Payin
g
A
g
ent with a specified office in a European Union member state that will not be obli
g
ed to withhold or deduct tax
pursuant to any law implementin
g
European Council Directive 2003/48/EC or any other Directive implementin
g
the
conclusions of the ECOFIN Council meeting of 26-27 November 2000. As used in these Conditions, the terms “Issuing
and Paying Agent”, “Calculation Agent”, and “Paying Agent” include any additional or replacement Issuin
g
and
Paying Agent, Calculation Agent or Paying Agent appointed under this Condition.
In addition, the Issuer shall forthwith appoint a Payin
g
A
g
ent in New York City in respect of any Instruments denominated
in U.S. dollars in the circumstances described in Condition 6.2.
Notice of any such chan
g
e or any chan
g
e of any specified office shall promptly be
g
iven to the Instrumentholders in
accordance with Condition 14.