National Grid 2008 Annual Report Download - page 154

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 28979
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: 58
Description: EXH 2(B).5.1
0/2537.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/537/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 28979
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: 58 Description: EXH 2(B).5.1
0/2537.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/537/2*
member of the National Grid 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.]*; or
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.
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.
58
(d) Winding-up: a resolution is passed, or a final order of a court in the United Kin
g
dom 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 within the
meaning of Section 123(1)(e) or Section 123(2) of the Insolvency Act 1986; or
(g) Bankruptcy: the Issuer is adjud
g
ed bankrupt or insolvent by a court of competent jurisdiction in its country of
incorporation,
10 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 outstanding; and
(
b
)
it has been indemnified to its satisfaction.
11 Meetin
g
s of Instrumentholders, Modifications and Substitution
11.1 Meetings 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, (a) to amend the
dates of maturity or redemption of the Instruments, any Instalment Date or any date for payment of interest on the
Instruments, (b) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on
redemption of, the Instruments, (c) to reduce the rate or rates of interest in respect of the Instruments or to vary the
method or basis of calculating the rate or rates or amount of