National Grid 2008 Annual Report Download - page 160

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 54681
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: 64
Description: EXH 2(B).5.1
0/2543.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/543/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 54681
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: 64 Description: EXH 2(B).5.1
0/2543.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/543/2*
64
4 Deliver
y
of Instruments
If the Global Instrument is a CGN, on or after any due date for exchan
g
e the holder of a Global Instrument may surrender such
Global Instrument or, in the case of a partial exchan
g
e, present it for endorsement to or to the order of the Issuin
g
and Payin
g
A
g
ent. In exchan
g
e for any Global Instrument, or the part of that Global Instrument to be exchan
g
ed, the relevant Issuer will
(a) in the case of a temporary Global Instrument exchan
g
eable for a permanent Global Instrument, deliver, or procure the
delivery of, a permanent Global Instrument in an a
gg
re
g
ate nominal amount equal to that of the whole or that part of a
temporary Global Instrument that is bein
g
exchan
g
ed or, in the case of a subsequent exchan
g
e, endorse, or procure the
endorsement of, a permanent Global Instrument to reflect such exchan
g
e or (b) in the case of a Global Instrument
exchan
g
eable for Definitive Instruments, deliver, or procure the delivery of, an equal a
gg
re
g
ate nominal amount of duly
executed and authenticated Definitive Instruments or if the Global Instrument is a NGN, the Issuer will procure that details of
such exchange be entered pro rata in the records of the relevant clearing system. In this Prospectus, “Definitive Instruments”
means, in relation to any Global Instrument, the Definitive Instruments for which such Global Instrument may be exchan
g
ed (if
appropriate, havin
g
attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not
already been paid on the Global Instrument and a Talon). Definitive Instruments will be security printed in accordance with any
applicable le
g
al and stock exchan
g
e requirements in or substantially in the form set out in the Schedules to the Trust Deed. On
exchan
g
e in full of each permanent Global Instrument, the relevant Issuer will, if the holder so requests, procure that it is
cancelled and returned to the holder together with the relevant Definitive Instruments.
5 Exchan
g
e Date
“Exchange Date” means, in relation to a temporary Global Instrument, the day fallin
g
after the expiry of 40 days after its issue
date and, in relation to a permanent Global Instrument, a day fallin
g
not less than 60 days, or in the case of failure to pay
principal in respect of any Instruments when due 30 days, after that on which the notice requirin
g
exchan
g
e is
g
iven and on
which banks are open for business in the city in which the specified office of the Issuin
g
and Payin
g
A
g
ent is located and in the
city in which the relevant clearing system is located.
6 Amendment to Conditions
The temporary Global Instruments and permanent Global Instruments contain provisions that apply to the Instruments which
they represent, some of which modify the effect of the terms and conditions of the Instruments set out in this Prospectus. The
following is a summary of certain of those provisions:
7 Pa
y
ments
No payment fallin
g
due after the Exchan
g
e Date will be made on any Global Instrument unless exchan
g
e for an interest in a
permanent Global Instrument or for Definitive Instruments is improperly withheld or refused. Payments on any temporary Global
Instrument issued in compliance with the D Rules before the Exchan
g
e Date will only be made a
g
ainst presentation of
certification as to non-U.S. beneficial ownership in the form set out in the A
g
ency A
g
reement. All payments in respect of
Instruments represented by a Global Instrument will be made a
g
ainst presentation for endorsement and, if no further payment
falls to be made in respect of the Instruments, surrender of that Global Instrument to or to the order of the Issuin
g
and Payin
g
A
g
ent or such other Payin
g
A
g
ent as shall have been notified to the Instrumentholders for such purpose. If the Global
Instrument is a CGN, a record of each payment so made will be endorsed on each