National Grid 2008 Annual Report Download - page 159

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 39280
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: 63
Description: EXH 2(B).5.1
0/1542.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/542/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 39280
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: 63 Description: EXH 2(B).5.1
0/1542.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/542/1*
The Trustee may call for any certificate or other document to be issued by Euroclear, Clearstream, Luxembour
g
or any other
clearin
g
system as to the principal amount of Instruments represented by a Global Instrument standin
g
to the account of any
person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and bindin
g
for all
purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records
provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in
accordance with its usual procedures and in which the holder of a particular principal amount of any other clearin
g
system is
clearly identified to
g
ether with the amount of such holdin
g
. The Trustee shall not be liable to any person by reason of havin
g
accepted as valid or not havin
g
rejected any certificate or other document to such effect purportin
g
to be issued by Euroclear,
Clearstream, Luxembourg or any other clearing system and subsequently found to be forged or not authentic.
Exchange
63
1 Temporary Global Instruments
Each tem
p
orar
y
Global Instrument will be exchan
g
eable, free of char
g
e to the holder, on or after its Exchan
g
e Date:
1.1 if the relevant Final Terms indicates that such Global Instrument is issued in compliance with the C Rules or in a
transaction to which TEFRA is not applicable (as to which, see “Summary of the Programme — Selling Restrictions”), in
whole, but not in part, for the Definitive Instruments defined and described below; and
1.2 otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the A
g
ency
A
g
reement for interests in a permanent Global Instrument or, if so provided in the relevant Final Terms, for Definitive
Instruments.
2 Permanent Global Instruments
Each permanent Global Instrument will be exchan
g
eable, free of char
g
e to the holder, on or after its Exchan
g
e Date in whole
but not, except as provided under “Partial Exchange of Permanent Global Instruments”, in part for Definitive Instruments if the
permanent Global Instrument is held on behalf of Euroclear or Clearstream, Luxembour
g
or any other clearin
g
system (an
“Alternative Clearing System”) and any such clearin
g
system is closed for business for a continuous period of 14 days (other
than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so.
In the event that a Global Instrument is exchanged for Definitive Instruments, such Definitive Instruments shall be issued i
n
Specified Denomination(s) only. An Instrumentholder who holds a principal amount of less than the minimum Specifie
d
Denomination will not receive a definitive Instrument in respect of such holding and would need to purchase a principal amoun
t
of Instruments such that it holds an amount equal to one or more Specified Denominations.
3 Partial Exchan
g
e of Permanent Global Instruments
For so lon
g
as a permanent Global Instrument is held on behalf of a clearin
g
system and the rules of that clearin
g
system
permit, such permanent Global Instrument will be exchan
g
eable in part on one or more occasions for Definitive Instruments
(a) if principal in respect of any Instruments is not paid when due or (b) if so provided in, and in accordance with, the Conditions
(
which will be set out in the relevant Final Terms
)
relatin
g
to Partl
y
Paid Instruments.