National Grid 2008 Annual Report Download - page 379

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 57664
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: 36
Description: EXH 2(B).7.1
0/4790.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/790/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 57664
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: 36 Description: EXH 2(B).7.1
0/4790.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/790/4*
36
and the Trustee (actin
g
solely on the advice of the Indexation Adviser) to
g
ether shall seek to a
g
ree for the
purpose of the Instruments one or more adjustments to the Index or a substitute index (with or without
adjustments) with the intention that the same should leave the Issuer[, the Guarantor]* and the Instrumentholders
in no better and no worse position than they would have been had the Index not ceased to be published or the
relevant fundamental chan
g
e not been made.
(ii) If the Issuer[, the Guarantor]* and the Trustee (actin
g
solely on the advice of the Indexation Adviser) fail to reach
a
g
reement as mentioned above within 20 business days followin
g
the
g
ivin
g
of notice as mentioned in para
g
raph
(i), a bank or other person in London shall be appointed by the Issuer[, the Guarantor]* and the Trustee or, failin
g
a
g
reement on and the makin
g
of such appointment within 20 business days followin
g
the expiry of the 20 day
period referred to above, by the Trustee (actin
g
solely on the advice of the Indexation Adviser) (in each case,
such bank or other person so appointed being referred to as the “Expert”), to determine for the purpose of the
Instruments one or more adjustments to the Index or a substitute index (with or without adjustments) with the
intention that the same should leave the Issuer[, the Guarantor]* and the Instrumentholders in no better and no
worse position than they would have been had the Index not ceased to be published or the relevant fundamental
chan
g
e not been made. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees,
costs and expenses of the Expert and of any Indexation Adviser and of any of the Issuer[, the Guarantor]* and
the Trustee in connection with such appointment shall be borne by the Issuer[ or the Guarantor]*.
(iii) The Index shall be adjusted or replaced by a substitute index as a
g
reed by the Issuer[, the Guarantor]* and the
Trustee (actin
g
solely on the advice of the Indexation Adviser) or as determined by the Expert pursuant to the
fore
g
oin
g
para
g
raphs, as the case may be, and references in these Conditions to the Index and to any Index
Fi
g
ure shall be deemed amended in such manner as the Trustee (actin
g
solely on the advice of the Indexation
Adviser)[, the Guarantor]* and the Issuer a
g
ree are appropriate to
g
ive effect to such adjustment or replacement.
Such amendments shall be effective from the date of such notification and bindin
g
upon the Issuer,[ the
Guarantor and]* the Trustee and the Instrumentholders, and the Issuer [and the Guarantor]* shall
g
ive notice to
the Instrumentholders in accordance with Condition 14 of such amendments as promptly as practicable followin
g
such notification.
4.6 Redem
p
tion for Index Reasons
If either (i) the Index Fi
g
ure for three consecutive months is required to be determined on the basis of an Index Fi
g
ure
previously published as provided in Condition 4.3(ii)(2) and the Trustee has been notified by the Calculation A
g
ent that
publication of the Index has ceased or (ii) notice is published by Her Majesty’s Treasury, or on its behalf, followin
g
a
chan
g
e in relation to the Index, offerin
g
a ri
g
ht of redemption to the holders of the Reference Gilt, and (in either case) no
amendment or substitution of the Index shall have been advised by the Indexation Adviser to the Issuer [and the
Guarantor]* and such circumstances are continuing, the Issuer may, upon giving not more than 60 nor less than 30 days’
notice to the Instrumentholders in accordance with Condition 14, redeem all, but not some only, of the Instruments at
their principal amount to
g
ether with interest accrued but unpaid up to and includin
g
the date of redemption (in each case
ad
j
usted in accordance with Condition 4.2
)
.
5 Redemption, Purchase and Options
5.1 Final Redem
p
tion
Unless previously redeemed, purchased and cancelled as provided below, this Instrument will be redeemed at its Final
Redem
p
tion Amount
(
which, unless otherwise
p
rovided, is its nominal