National Grid 2008 Annual Report Download - page 248

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 61288
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: 42
Description: EXH 2(B).6.1
0/1646.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/646/1*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 61288
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: 42 Description: EXH 2(B).6.1
0/1646.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/646/1*
42
(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 calculatin
g
the rate or rates or amount of interest or the basis for calculatin
g
any Interest
Amount in respect of the Instruments, (d) if a Minimum and/or a Maximum Rate of Interest is shown on the face of the
Instrument, to reduce any such Minimum and/or Maximum Rate of Interest, (e) to vary any method of calculatin
g
the
Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, (f) to take any steps that
as specified in this Instrument may only be taken followin
g
approval by an Extraordinary Resolution to which the special
quorum provisions apply, and (
g
) to modify the provisions concernin
g
the quorum required at any meetin
g
of
Instrumentholders or the majority required to pass the Extraordinary Resolution will only be bindin
g
if passed at a
meetin
g
of the Instrumentholders (or at any adjournment of that meetin
g
) at which a special quorum (as defined in the
Trust Deed) is present. A resolution in writin
g
si
g
ned by the holders of not less than 95 per cent. in nominal amount of
the Instruments will be bindin
g
on all Instrumentholders and Couponholders. The Issuer may convene a meetin
g
of
Instrumentholders jointly with the holders of all other instruments issued pursuant to the A
g
ency A
g
reement and not
formin
g
a sin
g
le series with the Instruments to which meetin
g
the provisions referred to above apply as if all such
instruments formed part of the same series, provided that the proposals to be considered at such meetin
g
affect the
ri
g
hts of the holders of the instruments of each series attendin
g
the meetin
g
in identical respects (save insofar as the
Conditions a
pp
licable to each such series are not identical
)
.
10.2 Modification of the Trust Deed
The Trustee may a
g
ree, without the consent of the Instrumentholders or Couponholders, to (a) any modification of any of
the provisions of the Trust Deed that is of a formal, minor or technical nature or is made to correct a manifest error, and
(b) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or
proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial
to the interests of the Instrumentholders. Any such modification, authorisation or waiver shall be bindin
g
on the
Instrumentholders and the Couponholders and, if the Trustee so requires, such modification shall be notified to the
Instrumentholders as soon as practicable.
10.3 Substitution
The Trust Deed contains provisions permittin
g
the Trustee to a
g
ree, subject to such amendment of the Trust Deed and
such other conditions as the Trustee may require, but without the consent of the Instrumentholders or the
Couponholders, to the substitution of any other company in place of the Issuer or of any previous substituted company,
as principal debtor under the Trust Deed and the Instruments. In the case of such a substitution the Trustee may a
g
ree,
without the consent of the Instrumentholders or the Couponholders, to a chan
g
e of the law
g
overnin
g
the Instruments,
the Receipts, the Coupons, the Talons and/or the Trust Deed provided that such chan
g
e would not in the opinion of the
Trustee be materially prejudicial to the interests of the Instrumentholders.
10.4 Entitlement of the Trustee
In connection with the exercise of its functions (includin
g
but not limited to those referred to in this Condition) the Trustee
shall have re
g
ard to the interests of the Instrumentholders as a class and shall not have re
g
ard to the consequences of
such exercise for individual Instrumentholders or Couponholders and the Trustee shall not be entitled to require, nor shall
any Instrumentholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of
an
y
tax conse
q
uence of an
y
such exercise u
p
on individual Instrumentholders or Cou
p
onholders.