National Grid 2008 Annual Report Download - page 383

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 56454
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: 40
Description: EXH 2(B).7.1
0/4794.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/794/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 56454
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: 40 Description: EXH 2(B).7.1
0/4794.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/794/4*
40
p
rovided that in the case of Euro, the transfer shall be in a cit
y
in which banks have access to the TARGET S
y
stem.
6.2 Payments in the United States
Notwithstandin
g
the above, if any Instruments are denominated in U.S. dollars, payments in respect of them may be
made at the specified office of any Payin
g
A
g
ent in New York City in the same manner as specified above if (a) the
Issuer shall have appointed Payin
g
A
g
ents with specified offices outside the United States with the reasonable
expectation that such Payin
g
A
g
ents would be able to make payment of the amounts on the Instruments in the manner
provided above when due, (b) payment in full of such amounts at all such offices is ille
g
al or effectively precluded by
exchan
g
e controls or other similar restrictions on payment or receipt of such amounts and (c) such payment is then
permitted by United States law, without involvin
g
, in the opinion of the Issuer, any adverse tax consequence to the
Issuer.
6.3 Pa
y
ments sub
j
ect to Fiscal Laws etc.
All payments are subject in all cases to any applicable fiscal or other laws, re
g
ulations and directives, but without
prejudice to the provisions of Condition 7. No commission or expenses shall be char
g
ed to the Instrumentholders or
Couponholders in respect of such payments.
6.4 A
pp
ointment of A
g
ents
The Issuin
g
and Payin
g
A
g
ent, the Payin
g
A
g
ents and the Calculation A
g
ent initially appointed by the Issuer [and the
Guarantor]* and their respective specified offices are listed below. The Issuin
g
and Payin
g
A
g
ent, the Payin
g
A
g
ents and
the Calculation A
g
ent act solely as a
g
ents of the Issuer [and the Guarantor]* and do not assume any obli
g
ation or
relationship of a
g
ency or trust for or with any holder. The Issuer [and the Guarantor]* reserve[s] the ri
g
ht at any time with
the approval of the Trustee to vary or terminate the appointment of the Issuin
g
and Payin
g
A
g
ent, any other Payin
g
A
g
ent or the Calculation A
g
ent and to appoint additional or other Payin
g
A
g
ents, provided that the Issuer shall at all
times maintain (i) an Issuin
g
and Payin
g
A
g
ent, (ii) a Payin
g
A
g
ent havin
g
a specified office in a continental European
city, (iii) a Calculation A
g
ent where the Conditions so require one, (iv) so lon
g
as the Instruments are listed on any stock
exchan
g
e or admitted to listin
g
by any other relevant authority, a Payin
g
A
g
ent havin
g
a specified office in such place as
may be required by the rules and re
g
ulations of the relevant stock exchan
g
e or other relevant authority and (v) to the
extent that the Issuer is able to do so and not provided for by the fore
g
oin
g
provisions of this Condition 6.4, a Payin
g
A
g
ent with a specified office in a European Union Member State that will not be obli
g
ed to withhold or deduct tax
pursuant to European Council Directive 2003/48/EC or any other Directive implementin
g
the conclusions of the ECOFIN
Council meeting of 26-27 November 2000 or any law implementin
g
or complyin
g
with, or introduced in order to conform
to, such Directive. As used in these Conditions, the terms “Issuing and Paying Agent”, “Calculation Agent”, and
“Paying Agent” include any additional or replacement Issuin
g
and Payin
g
A
g
ent, Calculation A
g
ent or Payin
g
A
g
ent
appointed under this Condition.
In addition, the Issuer [and the Guarantor]* shall forthwith appoint a Payin
g
A
g
ent in New York City in respect of any
Instruments denominated in U.S. dollars in the circumstances described in Condition 6.2.
Notice of any such chan
g
e or any chan
g
e of any specified office shall promptly be
g
iven to the Instrumentholders in
accordance with Condition 14.
6.5 Unmatured Cou
p
ons and Recei
p
ts and unexchan
g
ed Talons:
6.5.1 Unless the Instrument provides that the relevant Coupons are to become void upon the due date for redemption
of those Instruments, Instruments should be surrendered for payment to
g
ether with all unmatured Coupons (if
any) appertaining to them, failing