National Grid 2008 Annual Report Download - page 229

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 1609
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.6.1, Doc: 6, Page: 23
Description: EXH 2(B).6.1
0/1627.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/627/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 1609
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.6.1, Doc: 6, Page: 23 Description: EXH 2(B).6.1
0/1627.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/627/1*
TERMS AND CONDITIONS OF THE INSTRUMENTS
The following is the text of the terms and conditions which, save for the text in italics and subject to completion and amendmen
t
and as supplemented or varied in accordance with the provisions of Part A of the relevant Final Terms, will be endorsed on th
e
Instruments in definitive form (if any) issued in exchange for the Global Instrument(s) representing each Series. Either (a) th
e
full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (b) these terms an
d
conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicabl
e
provisions), shall be endorsed on such Instruments. All capitalised terms which are not defined in these Conditions will have th
e
meanings given to them in the Trust Deed or Part A of the relevant Final Terms. Those definitions will be endorsed on th
e
Definitive Instruments.
References in these terms and conditions to “Instruments” (as defined below) are to the Instruments of one Series only of the
Issuer (as defined below), not to all Instruments that may be issued under the Programme.
National Grid USA (the “Issuer”) has established a Euro Medium Term Note Programme (the “Programme”) for the issuance
of up to Euro 4,000,000,000 in aggregate principal amount of debt instruments (the “Instruments”). The Instruments are
constituted by a Trust Deed (as amended or supplemented from time to time, the “Trust Deed”) dated 3 December 2007
between the Issuer and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include all persons
for the time bein
g
the trustee or trustees under the Trust Deed) as trustee for the Instrumentholders (as defined below). These
terms and conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the
form of the Definitive Instruments, Receipts, Coupons and Talons referred to below. An A
g
ency A
g
reement (as amended or
supplemented from time to time, the “Agency Agreement”) dated 3 December 2007 has been entered into in relation to the
Instruments between the Issuer, the Trustee, The Bank of New York as initial issuin
g
and payin
g
a
g
ent and the other a
g
ent(s)
named in it. The issuin
g
and payin
g
a
g
ent, the payin
g
a
g
ent(s) and the calculation a
g
ent(s) for the time bein
g
(if any) are
referred to below respectively as the “Issuing and Paying Agent”, the “Paying Agents” (which expression shall include the
Issuing and Paying Agent) and the “Calculation Agent(s)”. Copies of the Trust Deed and the A
g
ency A
g
reement are available
for inspection by prior appointment durin
g
usual business hours at the re
g
istered office of the Trustee (as at 3 December 2007
at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified offices of the Paying Agents.
The Instrumentholders, the holders of the interest coupons (the “Coupons”) appertainin
g
to interest bearin
g
Instruments and,
where applicable in the case of such Instruments, talons for further Coupons (the “Talons”) (the “Couponholders”) and the
holders of the receipts for the payment of instalments of principal (the “Receipts”) relatin
g
to Instruments of which the principal
is payable in instalments are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the
Trust Deed and are deemed to have notice of those provisions of the Agency Agreement applicable to them.
23
1 Form, Denomination and Title
The Instruments are issued in bearer form in the Specified Denomination(s) specified in the relevant Final Terms and are
serially numbered. Instruments of one Specified Denomination are not exchan
g
eable for Instruments of another Specified
Denomination provided that in the case of any Instruments which are to be admitted to tradin
g
on a re
g
ulated market within the
European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which
require the publication of a prospectus under the Prospectus Directive, the minimum Specified Denomination shall be  €50,000
(or its equivalent in any other currency as at the date of issue of the relevant Instruments).