National Grid 2008 Annual Report Download - page 391

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 16380
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: 48
Description: EXH 2(B).7.1
0/2802.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/802/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 16380
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: 48 Description: EXH 2(B).7.1
0/2802.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/802/2*
48
document may comprise any form of statement or print out of electronic records provided by the relevant clearin
g
system
(including Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and
in which the holder of a particular principal amount of any other clearin
g
system is clearly identified to
g
ether with the amount
of such holdin
g
. The Trustee shall not be liable to any person by reason of havin
g
accepted as valid or not havin
g
rejected
any certificate or other document to such effect purportin
g
to be issued by Euroclear, Clearstream, Luxembour
g
or any other
clearing system and subsequently found to be forged or not authentic.
Exchan
g
e
1 Temporary Global Instruments
Each tem
p
orar
y
Global Instrument will be exchan
g
eable, free of char
g
e to the holder, on or after its Exchan
g
e Date:
1.1 if the relevant Final Terms indicates that such Global Instrument is issued in compliance with the C Rules or in a
transaction to which TEFRA is not applicable (as to which, see “Summary of the Programme — Selling Restrictions”), in
whole, but not in
p
art, for the Definitive Instruments defined and described below; and
1.2 otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the A
g
ency
A
g
reement for interests in a permanent Global Instrument or, if so provided in the relevant Final Terms, for Definitive
Instruments.
2 Permanent Global Instruments
Each permanent Global Instrument will be exchan
g
eable, free of char
g
e to the holder, on or after its Exchan
g
e Date in whole
but not, except as provided under “Partial Exchange of Permanent Global Instruments”, in part for Definitive Instruments if
the permanent Global Instrument is held on behalf of Euroclear or Clearstream, Luxembour
g
or any other clearin
g
system
(an “Alternative Clearing System”) and any such clearin
g
system is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact
does so.
In the event that a Global Instrument is exchan
g
ed for Definitive Instruments, such Definitive Instruments shall be issued in
Specified Denomination(s) only. An Instrumentholder who holds a principal amount of less than the minimum Specified
Denomination will not receive a definitive Note in respect of such holdin
g
and would need to purchase a principal amount of
Instruments such that it holds an amount equal to one or more Specified Denominations.
3 Partial Exchan
g
e of Permanent Global Instruments
For so lon
g
as a permanent Global Instrument is held on behalf of a clearin
g
system and the rules of that clearin
g
system
permit, such permanent Global Instrument will be exchan
g
eable in part on one or more occasions for Definitive Instruments
(i) if principal in respect of any Instruments is not paid when due or (ii) if so provided in, and in accordance with, the
Conditions
(
which will be set out in the relevant Final Terms
)
relatin
g
to Partl
y
Paid Instruments.
4 Delivery of Instruments
If the Global Instrument is a CGN, on or after any due date for exchan
g
e the holder of a Global Instrument may surrender
such Global Instrument or, in the case of a partial exchan
g
e, present it for endorsement to or to the order of the Issuin
g
and
Payin
g
A
g
ent. In exchan
g
e for any Global Instrument, or the part of that Global Instrument to be exchan
g
ed, the relevant
Issuer will (i) in the case of a