National Grid 2008 Annual Report Download - page 392

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 670
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: 49
Description: EXH 2(B).7.1
0/3803.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/803/3*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 670
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: 49 Description: EXH 2(B).7.1
0/3803.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/803/3*
49
temporary Global Instrument exchan
g
eable for a permanent Global Instrument, deliver, or procure the delivery of, a
permanent Global Instrument in an a
gg
re
g
ate nominal amount equal to that of the whole or that part of a temporary Global
Instrument that is bein
g
exchan
g
ed or, in the case of a subsequent exchan
g
e, endorse, or procure the endorsement of, a
permanent Global Instrument to reflect such exchan
g
e or (ii) in the case of a Global Instrument exchan
g
eable for Definitive
Instruments, deliver, or procure the delivery of, an equal a
gg
re
g
ate nominal amount of duly executed and authenticated
Definitive Instruments or, if the Global Instrument is an NGN, the relevant Issuer will procure that details of such exchan
g
e be
entered pro rata in the records of the relevant clearing system. In this Prospectus, “Definitive Instruments” means, in
relation to any Global Instrument, the Definitive Instruments for which such Global Instrument may be exchan
g
ed (if
appropriate, havin
g
attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not
already been paid on the Global Instrument and a Talon). Definitive Instruments will be security printed in accordance with
any applicable le
g
al and stock exchan
g
e requirements in or substantially in the form set out in the Schedules to the Trust
Deed. On exchan
g
e in full of each permanent Global Instrument, the relevant Issuer will, if the holder so requests, procure
that it is cancelled and returned to the holder together with the relevant Definitive Instruments.
5 Exchan
g
e Date
“Exchange Date” means, in relation to a temporary Global Instrument, the day fallin
g
after the expiry of 40 days after its
issue date and, in relation to a permanent Global Instrument, a day fallin
g
not less than 60 days, or in the case of failure to
pay principal in respect of any Instruments when due 30 days, after that on which the notice requirin
g
exchan
g
e is
g
iven and
on which banks are open for business in the city in which the specified office of the Issuin
g
and Payin
g
A
g
ent is located and
in the city in which the relevant clearing system is located.
Amendment to Conditions
The temporary Global Instruments and permanent Global Instruments contain provisions that apply to the Instruments which
they represent, some of which modify the effect of the terms and conditions of the Instruments set out in this Prospectus. The
following is a summary of certain of those provisions:
1 Pa
y
ments
No payment fallin
g
due after the Exchan
g
e Date will be made on any Global Instrument unless exchan
g
e for an interest in a
permanent Global Instrument or for Definitive Instruments is improperly withheld or refused. Payments on any temporary
Global Instrument issued in compliance with the D Rules before the Exchan
g
e Date will only be made a
g
ainst presentation of
certification as to non-U.S. beneficial ownership in the form set out in the A
g
ency A
g
reement. All payments in respect of
Instruments represented by a Global Instrument in CGN form will be made a
g
ainst presentation for endorsement and, if no
further payment falls to be made in respect of the Instruments, surrender of that Global Instrument to or to the order of the
Issuin
g
and Payin
g
A
g
ent or such other Payin
g
A
g
ent as shall have been notified to the Instrumentholders for such purpose.
If the Global Instrument is a CGN, a record of each payment so made will be endorsed on each Global Instrument, which
endorsement will be prima facie evidence that such payment has been made in respect of the Instruments. Condition 6.4(v)
and Condition 7(e) will apply to the Definitive Instruments only. If the Global Instrument is an NGN, the relevant Issuer shall
procure that details of each such payment shall be entered pro rata in the records of the relevant clearin
g
system and in the
case of payments of principal, the nominal amount of the Instruments recorded in the records of the relevant clearin
g
system
and represented by the Global Instrument will be reduced accordin
g
ly. Payments under the NGN will be made to its holder.
Each payment so made will discharge the relevant Issuer’s obli
g
ations in respect thereof. Any failure to make the entries in
the records of the relevant clearin
g
s
y
stem shall not affect such dischar
g
e.