National Grid 2008 Annual Report Download - page 387

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 2729
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: 44
Description: EXH 2(B).7.1
0/4798.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/798/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 2729
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: 44 Description: EXH 2(B).7.1
0/4798.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/798/4*
44
(
b
)
it has been indemnified to its satisfaction.
No Instrumentholder, Receiptholder or Couponholder shall be entitled to institute proceedin
g
s directly a
g
ainst the Issuer
unless the Trustee, havin
g
become bound to proceed as specified above, fails to do so within a reasonable time and such
failure is continuing.
11 Meetin
g
s of Instrumentholders, Modifications and Substitution
11.1 Meetings of Instrumentholders
The Trust Deed contains provisions for convenin
g
meetin
g
s of Instrumentholders to consider any matter affectin
g
their
interests, includin
g
the sanctionin
g
by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of
these Conditions or any provisions of the Trust Deed. An Extraordinary Resolution duly passed at any such meetin
g
shall
be bindin
g
on Instrumentholders (whether or not they were present at the meetin
g
at which such resolution was passed)
and on all Couponholders, except that any Extraordinary Resolution proposed, inter alia, (i) to amend the dates of
maturity or redemption of the Instruments, any Instalment Date or any date for payment of interest on the Instruments,
(ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payable on redemption of,
the Instruments, (iii) 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, (iv) 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, (v) to vary any method of calculatin
g
the Final Redemption Amount, the
Early Redemption Amount or the Optional Redemption Amount, (vi) 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 [,or]
(vii) to modify the provisions concernin
g
the quorum required at any meetin
g
of Instrumentholders or the majority
required to pass the Extraordinary Resolution [or (viii) to modify or cancel the Guarantee]* 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
)
.
11.2 Modification of the Trust Deed
The Trustee may a
g
ree, without the consent of the Instrumentholders or Couponholders, to (i) 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
(ii) 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.
11.3 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 [a Successor in Business (as