National Grid 2008 Annual Report Download - page 365

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 12939
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.7.1, Doc: 8, Page: 22
Description: EXH 2(B).7.1
0/4776.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/776/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 12939
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.7.1, Doc: 8, Page: 22 Description: EXH 2(B).7.1
0/4776.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/776/4*
TERMS AND CONDITIONS OF THE INSTRUMENTS
22
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” are to the Instruments of one Series only o
f
the relevant Issuer (as defined below), not to all Instruments that may be issued under the Programme. Provisions which ar
e
marked with * only apply where National Grid Gas Finance (No 1) is the Issuer.
National Grid Gas plc (“National Grid Gas”) and National Grid Gas Finance (No 1) plc (“National Grid Gas Finance (No 1)”)
(each an “Issuer” and together, the “Issuers”) and National Grid Gas plc as
g
uarantor of Instruments issued by National Grid
Gas Finance (No 1) (the “Guarantor”) have established a Euro Medium Term Note Programme (the “Programme”) for the
issuance of u
p
to Euro 10,000,000,000 in a
gg
re
g
ate
p
rinci
p
al amount of debt instruments
(
the “Instruments”
)
.
The Instruments are constituted by an Amended and Restated Trust Deed (as amended or supplemented from time to time, the
“Trust Deed”) dated 26 February 2008 between the Issuers, the Guarantor 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 Amended and Restated A
g
ency A
g
reement (as amended or supplemented from time to time, the
“Agency Agreement”) dated 26 February 2008 has been entered into in relation to the Instruments between the Issuers, the
Guarantor, 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 Issuin
g
and Payin
g
Agent) and the “Calculation Agent(s)”. Copies of the Trust Deed and the A
g
ency A
g
reement are available for inspection
durin
g
usual business hours at the re
g
istered office of the Trustee (as at 26 February 2008 at Fifth Floor, 100 Wood Street,
London EC2V 7EX
)
and at the s
p
ecified offices of the Pa
y
in
g
A
g
ents.
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 (includin
g
the Guarantee) and are deemed to have notice of those provisions of the A
g
ency A
g
reement applicable
to them.
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.
In the case of 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