EXHIBIT 10.83
CONFORMED COPY
DATED 17TH JANUARY, 1995
YORKSHIRE ELECTRICITY GROUP plc
- and -
BANKERS TRUSTEE COMPANY LIMITED
----------------------------
TRUST DEED
constituting
(pound)200,000,000
9 1/4 per cent. Bonds
due 2020
(with authority to issue further
bonds or notes)
----------------------------
For the Issuer:
Herbert Smith
Exchange House
Primrose Street
London EC2A 2HS
For the Trustee:
Allen & Overy
One New Change
London EC4M 9QQ
TABLE OF CONTENTS
Page
Clause
1. Definitions.........................................................1
2. Covenant to repay and to pay interest on Original Bonds............11
3. Form and issue of Original Bonds and Original Coupons..............14
4. Fees, Duties and Taxes.............................................15
5. Covenant of Compliance.............................................15
6. Cancellation of Securities and Records.............................15
7. Enforcement........................................................17
8. Proceedings, Action and Indemnification............................17
9. Application of Moneys..............................................17
10. Notice of Payments.................................................18
11. Investment by Trustee..............................................18
12. Partial Payments...................................................19
13. Covenants by the Issuer............................................19
14. Remuneration and Indemnification of Trustee........................24
15. Supplement to Trustee Act 1925.....................................25
16. Trustee's Liability................................................28
17. Trustee Contracting with Issuer....................................29
18. Waiver, Authorisation and Determination............................29
19. Holder of Definitive Bearer Security assumed to be Couponholder....30
20. Substitution.......................................................30
21. Currency Indemnity.................................................32
22. New Trustee........................................................32
23. Trustee's Retirement and Removal...................................33
24. Trustee's powers to be additional..................................33
25. Notices............................................................34
26. Governing Law......................................................34
27. Counterparts.......................................................35
Schedules
First Form of Original Global Bond.......................................36
Second Form of Original Bearer Bond.......................................46
Form of Original Coupon............................................49
Form of Original Talon.............................................50
Form of Original Registered Bond...................................52
Conditions of the Original Bonds...................................54
Third Register and transfer of Registered Securities.....................56
Fourth Provisions for meetings of Holders.................................58
THIS TRUST DEED is made on 17th January, 1995 BETWEEN:
(l) YORKSHIRE ELECTRICITY GROUP plc, a company incorporated under the laws
of England, whose registered office is at Wetherby Road, Scarcroft,
Leeds LS14 3HS, England (the "Issuer"); and
(2) BANKERS TRUSTEE COMPANY LIMITED, a company incorporated under the laws
of England, whose registered office is at 1 Appold Street, Broadgate,
London EC2A 2HE (the "Trustee", which expression shall, wherever the
context so admits, include such company and all other persons or
companies for the time being the trustee or trustees of these presents)
as trustee for the Holders and Couponholders (each as defined below).
WHEREAS:
(1) By resolutions of the board of directors of the Issuer passed on 15th
December, 1994 and by resolutions of a duly authorised committee of the
board of directors of the Issuer passed on 4th and 5th January, 1995
the Issuer has resolved to issue (pound)200,000,000 9 1/4 per cent.
Bonds due 2020 to be constituted by this Trust Deed.
(2) The said Bonds in definitive form will be either in bearer form with
Coupons attached or in registered form without Coupons but holders of
definitive Bonds in bearer form will have the option to exchange such
Bonds for definitive Bonds in registered form and vice versa, all upon
and subject to the terms and conditions of these presents.
(3) The Trustee has agreed to act as trustee of these presents for the
benefit of the Holders and Couponholders upon and subject to the terms
and conditions of these presents.
NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:
1. DEFINITIONS
(A) In these presents unless there is anything in the subject or context
inconsistent therewith the following expressions shall have the
following meanings:
"Agency Agreement" means, in relation to the Securities of any series,
the agreement appointing the initial Paying Agents and, if applicable,
Registrar and Transfer Agents in relation to such Securities and any
other agreement for the time being in force appointing Successor paying
agents and, if applicable, registrars or transfer agents in relation to
such Securities, or in connection with their duties, the terms of which
have previously been approved in writing by the Trustee, together with
any agreement for the time being in force amending or modifying with
the prior written approval of the Trustee any of the aforesaid
agreements in relation to such Securities;
"Agent Bank" means, in relation to the Securities of any relevant
series, the bank initially appointed as agent bank in relation to such
Securities by the Issuer pursuant to the relative
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Agent Bank Agreement or, if applicable, any Successor agent bank in
relation to such Securities;
"Agent Bank Agreement" means, in relation to the Securities of any
relevant series, the agreement (which may, but need not, be the
relative Agency Agreement) appointing the initial Agent Bank in
relation to such Securities and any other agreement for the time being
in force appointing any Successor agent bank in relation to such
Securities, or in connection with its duties, the terms of which have
previously been approved in writing by the Trustee, together with any
agreement for the time being in force amending or modifying with the
prior written approval of the Trustee any of the aforesaid agreements
in relation to such Securities;
"Appointee" means any attorney, manager, agent, delegate or other
person appointed by the Trustee under these presents;
"Auditors" means the auditors for the time being of the Issuer or, in
the event of their being unable or unwilling promptly to carry out any
action requested of them pursuant to the provisions of these presents,
such other firm of accountants as may be nominated or approved by the
Trustee for the purposes of these presents after consultation with the
Issuer where, in the opinion of the Trustee, such consultation is
practicable;
"Capital and Reserves" has the meaning set out in Condition 4;
"Bearer Securities" means those of the Securities which are for the
time being in bearer form;
"Cedel" means Cedel, societe anonyme;
"Conditions" means:
(i) in relation to the Original Bonds, the Conditions to be
endorsed on the Original Bonds in definitive form in the form
or substantially in the form set out in Part III of the Second
Schedule as the same may from time to time be modified in
accordance with these presents and any reference in these
presents to a particular specified Condition or paragraph of a
Condition shall in relation to the Original Bonds be construed
accordingly; and
(ii) in relation to the Further Securities of any series, the
Conditions to be endorsed on such Further Securities in
definitive form in the form or substantially in the form set
out or referred to in the supplemental Trust Deed relating
thereto as the same may from time to time be modified in
accordance with these presents and any reference in these
presents to a particular specified Condition or paragraph of
a Condition shall in relation to the Further Securities of any
series, unless either referring specifically to a particular
specified Condition or paragraph of a Condition of such
Further Securities or the context otherwise requires, be
construed as a reference to the provisions (if any) in the
Conditions thereof which correspond to the provisions of the
particular specified Condition or paragraph of a Condition of
the Original Bonds;
3
"Couponholders" means the several persons who are for the time being
holders of the Coupons;
"Coupons" means the bearer interest coupons appertaining to the Bearer
Securities in definitive form or, as the context may require, a
specific number thereof and includes any replacements for Coupons
issued pursuant to Condition 14 and, where the context so permits, the
Talons;
"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System;
"Event of Default" means any of the conditions, events or acts provided
in Condition 11 to be events upon the happening of which the Securities
of any series would, subject only to notice by the Trustee as therein
provided, become immediately due and repayable;
"Excluded Subsidiary" has the meaning set out in Condition 4;
"Extraordinary Resolution" has the meaning set out in paragraph 20 of
the Fourth Schedule;
"Further Securities" means bonds or notes (whether in bearer or
registered form) of the Issuer constituted by a Trust Deed supplemental
to this Trust Deed pursuant to Clause 2(D) or the principal amount
thereof for the time being outstanding or as the context may require a
specific number thereof and includes any replacements for Further
Securities issued pursuant to Condition 14 and where applicable any
Global Security issued in respect thereof and, where the context
requires or admits, includes the Receipts issued in respect of any
Further Securities;
"Global Security" means the Original Global Bond and/or any other
global bond or note issued in respect of the Further Securities of any
series and includes any replacements for Global Securities issued
pursuant to Condition 14;
"Holders" means the several persons who are for the time being holders
of the Securities (being, in the case of Bearer Securities, the bearers
thereof and, in the case of Registered Securities, the several persons
whose names are entered in the register of holders of the Registered
Securities as the holders thereof) and the words "holder" and "holders"
and related expressions shall (where appropriate) be construed
accordingly;
"indebtedness for borrowed money" has the meaning set out in Condition
4;
"Liability" means any loss, damage, cost, charge, claim, demand,
expense, judgment, action, proceeding or other liability whatsoever
(including, without limitation, in respect of taxes, duties, levies,
imposts and other charges) and including any value added tax or similar
tax charged or chargeable in respect thereof and legal fees and
expenses on a full indemnity basis;
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"Original Bearer Bonds" means those of the Original Bonds which are for
the time being in bearer form;
"Original Bondholders" means the several persons who are for the time
being holders of the Original Bonds and, where the context so requires
or admits, shall include the Original Receiptholders;
"Original Bonds" means the bonds (whether in bearer or registered form)
comprising the said (pound)200,000,000 9 1/4 per cent. Bonds due 2020
of the Issuer hereby constituted or the principal amount thereof for
the time being outstanding or, as the context may require, a specific
number thereof and includes any replacements for Original Bonds issued
pursuant to Condition 14, where the context so requires or admits any
Original Receipts and (except for the purposes of Clause 3) the
Original Global Bond;
"Original Couponholders" means the several persons who are for the time
being holders of the Original Coupons;
"Original Coupons" means the Coupons appertaining to the Original
bearer Bonds;
"Original Global Bond" means the global bond in respect of the Original
Bearer Bonds to be issued pursuant to Clause 3(A) in the form or
substantially in the form set out in the First Schedule;
"Original Receiptholders" means the holders of the Original Receipts;
"Original Receipts" means the Receipts appertaining to the Original
Bonds;
"Original Registered Bonds" means those of the Original Bonds which are
for the time being in registered form;
"Original Talons" means the Talons appertaining to the Original Bearer
Bonds in definitive form;
"outstanding" means in relation to the Securities all the Securities
issued other than:
(a) those Securities which have been redeemed pursuant to these
presents;
(b) those Securities in respect of which the date for redemption
in accordance with the Conditions has occurred and the
redemption moneys (including premium (if any) and all interest
payable thereon) have been duly paid to the Trustee or to the
Principal Paying Agent in the manner provided in the Agency
Agreement (and where appropriate notice to that effect has
been given to the relative Holders in accordance with
Condition 15) and remain available for payment against
presentation of the relevant Securities and/or Coupons;
5
(c) those Securities which have been purchased and cancelled in
accordance with Condition 7;
(d) those Securities which have become void under Condition 10;
(e) those mutilated or defaced Securities which have been
surrendered and cancelled and in respect of which replacements
have been issued pursuant to Condition 14;
(f) (for the purpose only of ascertaining the principal amount of
the Securities outstanding and without prejudice to the status
for any other purpose of the relevant Securities) those
Securities which are alleged to have been lost, stolen or
destroyed and in respect of which replacements have been
issued pursuant to Condition 14;
(g) any Global Security to the extent that it shall have been
exchanged for another Global Security in respect of the
Securities of the relevant series or for the Securities of the
relevant series in definitive form pursuant to its provisions;
and
(h) those Bearer Securities which have been exchanged for
Registered Securities (and, where applicable, vice versa) and
which have been cancelled or, if permitted by the Conditions
of such Securities, are for the time being retained by or on
behalf of the Issuer, in each case pursuant to the provisions
of these presents;
PROVIDED THAT for each of the following purposes, namely:
(i) the right to attend and vote at any meeting of the Holders or
any of them;
(ii) the determination of how many and which Securities are for the
time being outstanding for the purposes of Clause 8(A),
Conditions 11, 12 and 16 and paragraphs 2, 5, 6 and 9 of the
Fourth Schedule;
(iii) any discretion, power or authority (whether contained in these
presents or vested by operation of law) which the Trustee is
required, expressly or impliedly, to exercise in or by
reference to the interests of the Holders or any of them; and
(iv) the determination by the Trustee whether any event,
circumstance, matter or thing is, in its opinion, materially
prejudicial to the interests of the Holders or any of them,
those Securities (if any) which are for the time being held by, for the
benefit of, or on behalf of, the Issuer or any Subsidiary of the
Issuer, any holding company of the Issuer or any other Subsidiary of
any such holding company shall (unless and until ceasing to be so held)
be deemed not to remain outstanding;
"Paying Agents" means, in relation to the Securities of any series, the
several institutions (including where the context permits the Principal
Paying Agent) at their respective specified offices initially appointed
as paying agents in relation to such Securities by the Issuer pursuant
6
to the relative Agency Agreement and/or, if applicable, any Successor
paying agents in relation to such Securities;
"PES Licence" has the meaning set out in Condition 8(d)(vii)(A)(aa);
"PES Subsidiary" has the meaning set out in Condition 4;
"Potential Event of Default" means any condition, event or act which,
with the lapse of time and/or the issue, making or giving of any
notice, certification, declaration, demand, determination and/or
request and/or the taking of any similar action and/or the fulfillment
of any similar condition, would constitute an Event of Default,
"Principal Paying Agent" means, in relation to the Securities of any
series, the institution at its specified office initially appointed as
principal paying agent in relation to such Securities by the Issuer
pursuant to the relative Agency Agreement or, if applicable, any
Successor principal paying agent in relation to such Securities;
"Principal Subsidiary" means at any time a Subsidiary of the Issuer
(not being an Excluded Subsidiary or any other Subsidiary of the Issuer
whose only indebtedness for borrowed money is Project Finance
Indebtedness):
(a) whose net profits before tax attributable to the Issuer
(consolidated in the case of a Subsidiary which itself has
Subsidiaries and which in the normal course, prepares con-
solidated accounts) or whose gross assets (consolidated in
the case of a Subsidiary which itself has Subsidiaries)
represent in each case (or, in the case of a Subsidiary
acquired after the end of the financial period to which the
then latest relevant audited consolidated accounts of the
Issuer and its Subsidiaries relate, are equal to) not less
than 20 per cent. of the consolidated net profits before tax
attributable to the shareholders of the Issuer, or, as the
case may be, consolidated gross assets, of the Issuer and its
Subsidiaries taken as a whole, all as calculated respectively
by reference to the then latest audited accounts (consolidated
or, as the case may be, unconsolidated) of such Subsidiary
and the then latest audited consolidated accounts of the
Issuer and its Subsidiaries, provided that:
(i) in the case of a Subsidiary acquired after the end of
the financial period to which the then latest
relevant audited consolidated accounts relate, the
reference to the then latest audited consolidated
accounts for the purposes of the calculation above
shall, until consolidated accounts for the financial
period in which the acquisition is made have been
prepared and audited as aforesaid, be deemed to be a
reference to such first-mentioned accounts as if such
Subsidiary had been shown in such accounts by
reference to its then latest relevant audited
accounts, adjusted as deemed appropriate by the
Auditors; and
(ii) if, in the case of a Subsidiary which itself has
Subsidiaries, no consolidated accounts are prepared
and audited, its consolidated net profits before tax
attributable to the Issuer and consolidated gross
assets shall be determined on the basis of pro forma
7
consolidated accounts of the relevant Subsidiary and
its Subsidiaries prepared and audited for this
purpose by the Auditors or the auditors for the time
being of the relevant Subsidiary; or
(b) to which is transferred all or substantially all of the
business, undertaking and assets of a Subsidiary of the
Issuer which immediately prior to such transfer is a Principal
Subsidiary, provided that the transferor Subsidiary shall upon
such transfer forthwith cease to be a Principal Subsidiary
and the transferee Subsidiary shall cease to be a Principal
Subsidiary pursuant to this sub-paragraph (b) on the date on
which the consolidated accounts of the Issuer and its Sub-
sidiaries for the financial period current at the date of
such transfer have been prepared and audited as aforesaid but
so that such transferor Subsidiary or such transferee Sub-
sidiary may be a Principal Subsidiary on or at any time after
the date on which such consolidated accounts have been
prepared and audited as aforesaid by virtue of the provisions
of sub-paragraph (a) above or before, on or at any time after
such date by virtue of the provisions of this sub-paragraph
(b) or sub-paragraph (c) below; or
(c) to which is transferred a business, an undertaking or assets
which, taken together with the business, undertaking and
assets of the transferee Subsidiary, generated (or, in the
case of the transferee Subsidiary being acquired after the
end of the financial period to which the then latest relevant
audited consolidated accounts of the Issuer and its Sub-
sidiaries relate, generate net profits before tax attributable
to the Issuer equal to) not less than 20 per cent. of the con-
solidated net profits before tax attributable to the share-
holders of the Issuer, or represent (or, in the case afore-
said, are equal to) not less than 20 per cent. of the con-
solidated gross assets, of the Issuer and its Subsidiaries
taken as a whole, all as calculated as referred to in
sub-paragraph (a) above, provided that the transferor Sub-
sidiary (if a Principal Subsidiary) shall upon such transfer
forthwith cease to be a Principal Subsidiary unless
immediately following such transfer its business, undertaking
and assets generate (or, in the case aforesaid, generate net
profits before tax attributable to the Issuer equal to) not
less than 20 per cent. of the consolidated net profits before
tax attributable to the shareholders of the Issuer, or its
assets represent (or, in the case aforesaid, are equal to)
not less than 20 per cent. of the consolidated gross assets,
of the Issuer and its Subsidiaries taken as a whole, all as
calculated as referred to in sub-paragraph (a) above, and the
transferee Subsidiary shall cease to be a Principal Subsidiary
pursuant to this sub-paragraph (c) on the date on which the
consolidated accounts of the Issuer and its Subsidiaries
for the financial period current at the date of such
transfer have been prepared and audited but so that such
transferor Subsidiary or such transferee Subsidiary may be
a Principal Subsidiary on or at any time after the date on
which such consolidated accounts have been prepared and
audited as aforesaid by virtue of the provisions of sub-
paragraph (a) above or before, on or at any time after such
date by virtue of the provisions of this sub-paragraph (c) or
sub-paragraph (b) above,
Provided that, in calculating the consolidated net profits before tax
attributable to the shareholders of the Issuer or consolidated gross
assets of the Issuer and the Subsidiaries taken as a whole, amounts in
respect of minority interests shall only be excluded if and to the
8
extent that such amounts have not been already excluded in the course
of preparation of the relevant consolidated accounts.
For the purposes of this definition if there shall at any time not be
any relevant audited consolidated accounts of the Issuer and its
Subsidiaries, references thereto herein shall be deemed to refer to a
consolidation by the Auditors of the relevant audited accounts of the
Issuer and its Subsidiaries.
A report by the Auditors that in their opinion a Subsidiary of the
Issuer is or is not or was or was not at any particular time or
throughout any specified period a Principal Subsidiary shall, in the
absence of manifest error, be conclusive and binding on all parties;
"Project Finance Indebtedness" has the meaning set out in Condition 4;
"Receiptholders" means the holders of the Receipts;
"Receipts" means the non-transferable receipts (if any) for Securities
to be issued by Paying Agents to the Holders pursuant to Condition
8(c);
"Reference Banks" means, in relation to the Securities of any relevant
series, the several banks initially appointed as reference banks in
relation to such Securities by the Issuer and referred to in the
Conditions of such Securities and/or, if applicable, any Successor
reference banks in relation to such Securities;
"Registered Securities" means those of the Securities which are for the
time being in registered form;
"Registrar" means, in relation to the Securities of any relevant series
(being, or which are exchangeable for, Registered Securities), the
institution at its specified office initially appointed as registrar in
relation to such Securities by the Issuer pursuant to the relative
Agency Agreement or, if applicable, any Successor registrar in relation
to such Securities;
"Relevant Date" has the meaning set out in Condition 9;
"Relevant Indebtedness" has the meaning set out in Condition 4;
"repay", "redeem" and "pay" shall each include both the others and
cognate expressions shall be construed accordingly;
"Restructuring Event" has the meaning set out in Condition 8(d)(vii);
"Security Interest" has the meaning set out in Condition 4;
"Securities" means, as the context may require, the Original Bonds
and/or any Further Securities and/or any series thereof;
9
"Subsidiary" means any company which is for the time being a subsidiary
(within the meaning of Section 736 of the Companies Act 1985 of Great
Britain);
"Successor" means, in relation to the Agent Bank, the Principal Paying
Agent, the other Paying Agents, the Reference Banks, the Registrar and
the Transfer Agents, any successor to any one or more of them in
relation to the Securities of the relevant series which shall become
such pursuant to the provisions of these presents, the relative Agent
Bank Agreement and/or the relative Agency Agreement (as the case may
be) and/or such other or further agent bank, principal paying agent,
paying agents, reference banks, registrar and/or transfer agents (as
the case may be) in relation to such Securities as may (with the prior
approval of, and on terms previously approved by, the Trustee in
writing) from time to time be appointed as such, and/or, if applicable,
such other or further specified offices (in the former case being
within the same city as those for which they are substituted) as may
from time to time be nominated, in each case by the Issuer, and (except
in the case of the initial appointments and specified offices made
under and specified in the Conditions, the relative Agent Bank
Agreement and/or the relative Agency Agreement, as the case may be)
notice of whose appointment or, as the case be) may be, nomination has
been given to the relevant Holders pursuant to Clause 13(xiii) in
accordance with Condition 15;
"Talons" means the talons appertaining to, and exchangeable in
accordance with the provisions therein contained for further Coupons
appertaining to, the Bearer Securities of any relevant series in
definitive form and includes any replacements for Talons issued
pursuant to Condition 14;
"The Stock Exchange" means, in relation to the Securities of any
relevant series, the stock exchange or exchanges (if any) on which such
Securities are quoted or listed on the issue thereof;
"these presents" means this Trust Deed and the Schedules and any Trust
Deed supplemental hereto and the Schedules (if any) thereto and the
Securities, the Coupons and the Conditions, all as from time to time
modified in accordance with the provisions herein or therein contained;
"Transfer Agents" means, in relation to the Securities of any relevant
series (being, or which are exchangeable for, Registered Securities),
the institutions at their respective specified offices initially
appointed as transfer agents in relation to such Securities by the
Issuer pursuant to the relative Agency Agreement and/or, if applicable,
any Successor transfer agents in relation to such Securities;
"Trust Corporation" means a corporation entitled by rules made under
the Public Trustee Act 1906 of Great Britain or entitled pursuant to
any other comparable legislation applicable to a trustee in any other
jurisdiction to carry out the functions of a custodian trustee;
words denoting the singular shall include the plural and vice versa;
words denoting one gender only shall include the other genders; and
10
words denoting persons only shall include firms and corporations and
vice versa.
(B) (i) All references in these presents to principal and/or
premium and/or interest in respect of the Securities or to any
moneys payable by the Issuer under these presents shall be
deemed to include a reference to any additional amounts which
may be payable under Condition 9 or, if applicable, under any
undertaking or covenant given pursuant to Clause 13(xv) or
Clause 20(A)(2)(ii).
(ii) All references in these presents to principal or principal
amount shall, unless the context otherwise requires, be deemed
to include the Redemption Price (as defined in Condition 7).
(iii) All references in these presents to "pounds", "sterling",
"pounds sterling" or the sign "(pound)" shall be construed as
references to the lawful currency for the time being of the
United Kingdom.
(iv) All references in these presents to any statute or any
provision of any statute shall be deemed also to refer to any
statutory modification or re-enactment thereof or any
statutory instrument, order or regulation made thereunder or
under any such modification or re-enactment.
(v) All references in these presents to guarantees or to an
obligation being guaranteed shall be deemed to include
respectively references to indemnities or to an indemnity
being given in respect thereof.
(vi) All references in these presents to any action, remedy or
method of proceeding for the enforcement of the rights of
creditors shall be deemed to include, in respect of any
jurisdiction other than England, references to such action,
remedy or method of proceeding for the enforcement of the
rights of creditors available or appropriate in such
jurisdiction as shall most nearly approximate to such action,
remedy or method of proceeding described or referred to in
these presents.
(vii) All references in these presents to taking proceedings against
the Issuer shall be deemed to include references to proving in
the winding up of the Issuer.
(viii) Wherever in these presents the Issuer is required to give an
opinion or make any determination, the Issuer shall, in so
doing, be entitled to rely on advice from professional
advisers but so that, as between the Issuer, the Trustee, the
Holders and the Couponholders, the Issuer alone shall be
liable as to the validity of such opinion or determination.
(ix) Unless the context otherwise requires words or expressions
used in these presents shall bear the same meanings as in the
Companies Act 1985 of Great Britain.
11
(x) In this Trust Deed references to Schedules, Clauses,
sub-clauses, paragraphs and sub-paragraphs shall be construed
as references to the Schedules to this Trust Deed and to the
Clauses, sub-clauses, paragraphs and sub-paragraphs of this
Trust Deed respectively.
(xi) In these presents tables of contents and Clause headings are
included for ease of reference and shall not affect the
construction of these presents.
2. COVENANT TO REPAY AND TO PAY INTEREST ON ORIGINAL BONDS
(A) THE aggregate principal amount of the Original Bonds is limited to
(pound)200,000,000.
(B) The Issuer covenants with the Trustee that it will, in accordance
with these presents, on the due date for the final maturity of the
Original Bonds provided for in the Conditions, or on such earlier
date as the same or any part thereof may become immediately due and
repayable thereunder, pay or procure to be paid unconditionally to or
to the order of the Trustee in pounds sterling in London in immediately
available funds the principal amount of the Original Bonds repayable
on that date and shall in the meantime and until such date (both
before and after any judgment or other order of a court of competent
jurisdiction) pay or procure to be paid unconditionally to or to the
order of the Trustee as aforesaid interest (which shall accrue from
day to day) on the principal amount of the Original Bonds at the rate
of 9 1/4 per cent. per annum payable (less tax, if appropriate)
annually in arrear on 17th January, the first such payment to be made
on 17th January, 1996 and to amount to a full year's interest PROVIDED
THAT:
(i) every payment of principal or interest in respect of the
Original Bearer Bonds and every payment of principal in
respect of the Original Registered Bonds to or to the account
of the Principal Paying Agent in the manner provided in the
Agency Agreement shall operate in satisfaction pro tanto of
the relative covenant by the Issuer in this Clause except to
the extent that there is default in the subsequent payment
thereof in accordance with the Conditions to the relevant
Original Bondholders or Original Couponholders (as the case
may be);
(ii) every payment of interest in respect of the Original
Registered Bonds to the relevant Original Bondholders as
provided in the Conditions (whether by the Issuer or the
Registrar) shall operate in satisfaction pro tanto of the
relative covenant by the Issuer in this Clause;
(iii) in any case where payment of principal is not made to the
Trustee or the Principal Paying Agent on or before the due
date, interest shall continue to accrue on the principal
amount of the Original Bonds (both before and after any
judgment or other order of a court of competent jurisdiction)
at the rate aforesaid (or, if higher, the rate of interest on
judgment debts for the time being provided by English law) up
to and including the date which the Trustee determines to be
the date on and after which payment is to be made to the
Original Bondholders in respect thereof as stated in a
notice given to the Original Bondholders in accordance with
12
Condition 15 (such date to be not later than 30 days after the
day on which the whole of such principal amount, together
with an amount equal to the interest which has accrued and is
to accrue pursuant to this proviso up to and including that
date, has been received by the Trustee or the Principal Paying
Agent);
(iv) in any case where payment of the whole or any part of the
principal amount of any Original Bond is improperly withheld
or refused upon due presentation thereof (other than in
circumstances contemplated by proviso (iii) above) interest
shall accrue on that principal amount payment of which has
been so withheld or refused (both before and after any
judgment or other order of a court of competent jurisdiction)
at the rate aforesaid (or, if higher, the rate of interest on
judgment debts for the time being provided by English law)
from and including the date of such withholding or refusal up
to and including the date on which, upon further presentation
of the relevant Original Bond, payment of the full amount
(including interest as aforesaid) in pounds sterling payable
in respect of such Original Bond is made or (if earlier) the
seventh day after notice is given to the relevant Original
Bondholder (either individually or in accordance with
Condition 15) that the full amount (including interest as
aforesaid) in pounds sterling payable in respect of such
Original Bond is available for payment, provided that, upon
farther presentation thereof being duly made, such payment is
made.
The Trustee will hold the benefit of this covenant on trust for the
Original Bondholders and the Original Couponholders in accordance with
these presents.
TRUSTEE'S REQUIREMENTS REGARDING PAYING AGENTS, REGISTRAR AND TRANSFER
AGENTS
(C) At any time after an Event of Default or a Potential Event of Default
shall have occurred or the Securities shall otherwise have become due
and repayable or the Trustee shall have received any money which it
proposes to pay under Clause 9 to the Holders and/or Couponholders, the
Trustee may:
(i) by notice in writing to the Issuer, the Principal Paying
Agent, the other Paying Agents, the Registrar and the Transfer
Agents require the Principal Paying Agent, the other Paying
Agents, the Registrar and the Transfer Agents pursuant to the
Agency Agreement:
(a) to act thereafter as Principal Paying Agent, Paying
Agents, Registrar and Transfer Agents respectively of
the Trustee in relation to payments to be made by or
on behalf of the Trustee under the provisions of
these presents mutatis mutandis on the terms provided
in the Agency Agreement (save that the Trustee's
liability under any provisions thereof for the
indemnification, remuneration and payment of out-of-
pocket expenses of the Paying Agents, the Registrar
and the Transfer Agents shall be limited to the
amounts for the time being held by the Trustee on the
trusts of these presents relating to the relative
Securities) and thereafter to hold all Securities and
13
Coupons and all sums, documents and records held by
them in respect, of Securities and Coupons on behalf
of the Trustee; or
(b) to deliver up all Securities and Coupons and all
sums, documents and records held by them in respect
of Securities and Coupons to the Trustee or as the
Trustee shall direct in such notice provided that
such notice shall be deemed not to apply to any
documents or records which the relative Paying Agent,
the Registrar or the relative Transfer Agent, as the
case may be, is obliged not to release by any law or
regulation; and
(ii) by notice in writing to the Issuer require it to make all
subsequent payments in respect of the Securities and Coupons
to or to the order of the Trustee and not to the Principal
Paying Agent; with effect from the issue of any such notice to
the Issuer and until such notice is withdrawn provisos (i) and
(ii) to sub-clause (B) of this Clause relating to the Original
Bonds and any similar provisos relating to any Further
Securities shall cease to have effect.
FURTHER ISSUES
(D) (i) The Issuer shall be at liberty from time to time (but
subject always to the provisions of these presents) without
the consent of the Holders or Couponholders to create and
issue further bonds or notes (whether in bearer or registered
form) either (a) ranking pari passu in all respects (or in all
respects save for the first payment of interest thereon), and
so that the same shall be consolidated and form a single
series, with the Original Bonds and/or the Further Securities
of any series or (b) upon such terms as to ranking, interest,
conversion, redemption and otherwise as the Issuer may at the
time of issue thereof determine.
(ii) Any further bonds or notes which are to be created and issued
pursuant to the provisions of paragraph (i) above so as to
form a single series with the Original Bonds and/or the
Further Securities of any series shall be constituted by a
trust deed supplemental to this Trust Deed and any other
further bonds or notes which are to be created and issued
pursuant to the provisions of paragraph (i) above may (subject
to the consent of the Trustee) be constituted by a trust deed
supplemental to this Trust Deed. In any such case the Issuer
shall prior to the issue of any further bonds or notes to be
so constituted (being Further Securities) execute and
deliver to the Trustee a trust deed supplemental to this Trust
Deed (in relation to which all applicable stamp duties or
other documentation fees, duties or taxes have been paid and,
if applicable, duly stamped or denoted accordingly) and
containing a covenant by the Issuer in the form mutatis
mutandis of Clause 2(B) in relation to the principal, premium
(if any) and interest in respect of such Further Securities
and such other provisions (whether or not corresponding to any
of the provisions contained in this Trust Deed) as the Trustee
shall require.
(iii) A memorandum of every such supplemental Trust Deed shall be
endorsed by the Trustee on this Trust Deed and by the Issuer
on its duplicate of this Trust Deed.
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(iv) Whenever it is proposed to create and issue any Further
Securities the Issuer shall give to the Trustee not less than
l4 days' notice in writing of its intention so to do stating
the amount of further bonds or notes proposed to be created
and issued.
(E) Any Further Securities not forming a single series with the Original
Bonds or Further Securities of any series shall form a separate series
and accordingly, unless for any purpose the Trustee in its absolute
discretion shall otherwise determine, the provisions of sub-clause (C)
of this Clause and of Clauses 4 to 21 (both inclusive) and 22(B) and
the Third and Fourth Schedules shall apply mutatis mutandis separately
and independently to each series of the Securities and in such Clauses
and Schedules the expressions "Securities", Holders", "Coupons",
"Couponholders", "Receipts", "Receiptholders" and "Talons" shall be
construed accordingly.
3. FORM AND ISSUE OF ORIGINAL BONDS AND ORIGINAL COUPONS
(A) THE Original Bearer Bonds shall be represented initially by the
Original Global Bond which the Issuer shall issue to a bank depositary
common to both Euroclear and Cedel on terms that such depositary shall
hold the same for the account of the persons who would otherwise be
entitled to receive the Original Bearer Bonds in definitive form
("Definitive Original Bearer Bonds") (as notified to such depositary
by UBS Limited on behalf of the Managers of the issue of the Original
Bonds) and the successors in title to such persons as appearing in the
records of Euroclear and Cedel for the time being.
(B) The Original Global Bond shall be printed or typed in the form or
substantially in the form set out in the First Schedule. The Original
Global Bond shall be in the aggregate principal amount shown therein
and shall be signed manually by a person duly authorised by the Issuer
on behalf of the Issuer and shall be authenticated by or on behalf of
the Principal Paying Agent. The Original Global Bond so executed and
authenticated shall be a binding and valid obligation of the Issuer.
(C) The Issuer shall issue the Definitive Original Bearer Bonds (together
with the unmatured Original Coupons attached) in exchange for the
Original Global Bond in accordance with the provisions thereof.
Pending exchange of the entire principal amount of the Original Global
Bond the holder thereof shall, subject to the terms thereof, be deemed
to be the holder of the Original Bearer Bonds and the Original Coupons
represented thereby for all purposes.
(D) (i) The Definitive Original Bearer Bonds and the Original Coupons
shall be to bearer in the respective forms or substantially in
the respective forms set out in Part I of the Second Schedule
and the Definitive Original Bearer Bonds shall be issued in the
denominations of (pound)1,000, (pound)10,000 and (pound)100,000
each (serially numbered) and shall be endorsed with the
Conditions. Title to the Definitive Original Bearer Bonds and
the Original Coupons shall pass by delivery.
(ii) The Original Registered Bonds shall be issued in definitive
registered form, shall be in the form or substantially in the
form set out in Part II of the Second Schedule, shall be in
15
the denomination and transferable in units of (pound)1 each or
integral multiples thereof and shall be endorsed with the
Conditions. Title to the Original Registered Bonds shall pass
upon the registration of transfers in respect thereof in
accordance with the provisions of these presents.
(E) The Definitive Original Bearer Bonds and the Original Registered
Bonds shall be signed manually or in facsimile by a Director of
the Issuer on behalf of the Issuer and, in the case of the Definitive
Original Bearer Bonds, shall be authenticated by or on behalf of the
Principal Paying Agent. The Issuer may use the facsimile signature of
any person who at the date such signature is affixed is a Director of
the Issuer notwithstanding that at the time of issue of any of the
Definitive Original Bearer Bonds or the Original Registered Bonds he
may have ceased for any reason to be the holder of such office.
The Definitive Original Bearer Bonds so executed and authenticated,
the Original Registered Bonds so executed, and the Original Coupons,
upon execution and authentication of the relevant Definitive Original
Bearer Bonds, shall be binding and valid obligations of the Issuer.
The Original Coupons shall not be signed.
4. FEES, DUTIES AND TAXES
THE Issuer will pay any stamp, issue, registration, documentary and
other fees, duties and taxes, including interest and penalties, payable
on or in connection with (i) the execution and delivery of these
presents, (ii) the constitution and original issue of the Securities
and the Coupons and (iii) any action taken by or on behalf of the
Trustee or (where permitted under these presents so to do) any Holder
or Couponholder to enforce, or to resolve any doubt concerning, or for
any other purpose in relation to, these presents.
5. COVENANT OF COMPLIANCE
THE Issuer covenants with the Trustee that it will comply with and
perform and observe all the provisions of these presents which are
expressed to be binding on it. The Conditions shall be binding on the
Issuer, the Holders and the Couponholders. The Trustee shall be
entitled to enforce the obligations of the Issuer under the Securities
and the Coupons as if the same were set out and contained in the trust
deeds constituting the same, which shall be read and construed as one
document with the Securities and the Coupons.
The Trustee shall hold the benefit of this covenant upon trust for
itself and the Holders according to its and their respective interests.
6. CANCELLATION OF SECURITIES AND RECORDS
(A) THE Issuer shall procure that all Securities (i) redeemed or (ii)
purchased by or on behalf of the Issuer or any Subsidiary of the Issuer
and surrendered for cancellation or (iii) which, being mutilated or
defaced, have been surrendered and replaced pursuant to Condition 14 or
(iv) exchanged as provided in these presents (together in each case
with all unmatured Coupons attached thereto or delivered therewith) and
all Coupons paid in accordance with the Conditions or which, being
mutilated or defaced, have been surrendered and replaced pursuant to
16
Condition 14 and all Talons exchanged in accordance with the Conditions
for further Coupons shall forthwith be cancelled by or on behalf of the
Issuer and a certificate stating:
(a) the aggregate principal amount of Securities which have been
redeemed and the aggregate amounts in respect of Coupons which
have been paid;
(b) the serial numbers of such Bearer Securities in definitive
form;
(c) the total numbers (where applicable, of each denomination) by
maturity date of such Coupons;
(d) the aggregate amount of interest paid (and the due dates of
such payments) on Global Securities and/or on Registered
Securities;
(e) the aggregate principal amount of Securities (if any) which
have been purchased by or on behalf of the Issuer or any
Subsidiary of the Issuer and cancelled and the serial numbers
of such Bearer Securities in definitive form and the total
number (where applicable, of each denomination) by maturity
date of the Coupons attached thereto or surrendered therewith;
(f) the aggregate principal amounts of Securities and the
aggregate amounts in respect of Coupons which have been so
exchanged or surrendered and replaced and the serial numbers
of such Bearer Securities in definitive form and the total
number (where applicable, of each denomination) by maturity
date of such Coupons;
(g) the total number (where applicable, of each denomination) by
maturity date of unmatured Coupons missing from Securities in
definitive form bearing interest at a fixed rate which have
been redeemed or exchanged or surrendered and replaced and the
serial numbers of the Bearer Securities in definitive form to
which such missing unmatured Coupons appertained; and
(h) the total number (where applicable, of each denomination) by
maturity date of Talons which have been exchanged for further
Coupons
shall be given to the Trustee by or on behalf of the Issuer as soon as
possible and in any event within four months after the date of such
redemption, purchase, payment, exchange or replacement (as the case may
be). The Trustee may accept such certificate as conclusive evidence of
redemption, purchase, exchange or replacement pro tanto of the
Securities or payment of interest thereon or exchange of the Talons
respectively and of cancellation of the relative Securities and
Coupons.
(B) The Issuer shall procure (i) that the Principal Paying Agent shall keep
a full and complete record of all Securities and Coupons (other than
serial numbers of Coupons) and of their redemption, purchase by or
on behalf of the Issuer or any Subsidiary of the Issuer, cancellation,
payment or exchange (as the case may be) and of all replacement
securities or coupons or talons issued in substitution for lost,
stolen, mutilated, defaced or destroyed Securities or Coupons (ii) that
17
the Principal Paying Agent shall in respect of the Coupons of each
maturity retain (in the case of Coupons other than Talons) until the
expiry of 10 years from the Relevant Date in respect of such Coupons
and (in the case of Talons) indefinitely either all paid or exchanged
Coupons of that maturity or a list of the serial numbers of Coupons
of that maturity still remaining unpaid or unexchanged and (iii) that
such records and Coupons (if any) shall be made available to the
Trustee at all reasonable times.
7. ENFORCEMENT
(A) THE Trustee may at any time, at its discretion and without notice, take
such proceedings and/or other action as it may think fit against or in
relation to the Issuer to enforce its obligations under these presents.
(B) Proof that as regards any specified Security or Coupon the Issuer has
made default in paying any amount due in respect of such Security or
Coupon shall (unless the contrary be proved) be sufficient evidence
that the same default has been made as regards all other Securities or
Coupons (as the case may be) in respect of which the relevant amount is
due and payable.
(C) References in the provisions of any Trust Deed supplemental to this
Trust Deed corresponding to provisos (iii) and (iv) to Clause 2(B) to
"the rate aforesaid" shall, in respect of any Securities bearing
interest at a floating or variable rate, in the event of such
Securities having become due and repayable, with effect from the expiry
of the interest period during which such Securities become due and
repayable, be construed as references to a rate of interest calculated
mutatis mutandis in accordance with the Conditions except that no
notices need be published in respect thereof.
8. PROCEEDINGS, ACTION AND INDEMNIFICATION
(A) THE Trustee shall not be bound to take any proceedings mentioned in
Clause 7(A) or any other action in relation to these presents unless
respectively directed or requested to do so (i) by an Extraordinary
Resolution or (ii) in writing by the holders of at least one-quarter in
principal amount of the Securities then outstanding and in either case
then only if it shall be indemnified to its satisfaction against all
Liabilities to which it may thereby render itself liable or which it
may incur by so doing.
(B) Only the Trustee may enforce the provisions of these presents. No
Holder or Couponholder shall be entitled to proceed directly against
the Issuer to enforce the performance of any of the provisions of these
presents unless the Trustee having become bound as aforesaid to take
proceedings fails to do so within a reasonable period and such failure
is continuing.
9. APPLICATION OF MONEYS
ALL moneys received by the Trustee under these presents shall, unless
and to the extent attributable in the opinion of the Trustee to a
particular series of the Securities, be apportioned pari passu and
rateably between each series of the Securities, and all moneys received
by the Trustee under these presents to the extent attributable in the
opinion of the Trustee to a particular series of the Securities or
18
which are apportioned to such series as aforesaid (including any moneys
which represent principal, premium or interest in respect of Securities
or Coupons which have become void under Condition 10) shall be held by
the Trustee upon trust to apply them (subject to Clause 11):
FIRST in payment or satisfaction of all amounts then due and unpaid
under Clauses 14 and/or 15(J) to the Trustee and/or any Appointee;
SECONDLY in or towards payment pari passu and rateably of all
principal, premium (if any) and interest then due and unpaid in respect
of the Securities of that series;
THIRDLY in or towards payment pari passu and rateably of all principal,
premium (if any) and interest then due and unpaid in respect of the
Securities of each other series; and
FOURTHLY in payment of the balance (if any) to the Issuer (without
prejudice to, or liability in respect of, any question as to how such
payment to the Issuer shall be dealt with as between the Issuer and any
other person).
Without prejudice to this Clause 9, if the Trustee holds any moneys
which represent principal, premium (if any) and interest in respect of
the Securities which have become void or in respect of which claims
have been prescribed under Condition 10, the Trustee will hold such
moneys on the above trusts.
10. NOTICE OF PAYMENTS
THE Trustee shall give notice to the relevant Holders in accordance
with Condition 15 of the day fixed for any payment to them under Clause
9. Such payment may be made in accordance with Condition 6 and any
payment so made shall be a good discharge to the Trustee.
11. INVESTMENT BY TRUSTEE
(A) IF the amount of the moneys at any time available for the payment of
principal, premium (if any) and interest in respect of the Securities
under Clause 9 shall be less than 10 per cent. of the principal amount
of the Securities then outstanding the Trustee may at its discretion
invest such moneys in some or one of the investments authorised below.
The Trustee at its discretion may vary such investments and may
accumulate such investments and the resulting income until the
accumulations, together with any other funds for the time being under
the control of the Trustee and available for such purpose, amount to at
least 10 per cent. of the principal amount of the Securities then
outstanding and then such accumulations and funds shall be applied
under Clause 9.
(B) Any moneys which under the trusts of these presents ought to or may be
invested by the Trustee may be invested in the name or under the
control of the Trustee in any investments or other assets in any part
of the world whether or not they produce income or by placing the same
on deposit in the name or under the control of the Trustee at such
bank or other financial institution and in such currency as the Trustee
may think fit. If such bank or financial institution is the Trustee
19
or a Subsidiary, holding or associated company of the Trustee it need
only account for an amount of interest equal to the largest amount of
interest payable by it on such a deposit to an independent customer.
The Trustee may at any time vary any such investments for or into other
investments or convert any moneys so deposited into any other currency
and shall not be responsible for any loss resulting from any such
investments or deposits, whether due to depreciation in value, fluctua-
tions in exchange rates or otherwise.
12. PARTIAL PAYMENTS
UPON any payment under Clause 9 (other than payment in full against
surrender of a Security or Coupon) the Security or Coupon in respect of
which such payment is made shall be produced to the Trustee or the
Paying Agent by or through whom such payment is made and the Trustee
shall or shall cause such Paying Agent to enface thereon a memorandum
of the amount and the date of payment but the Trustee may in any
particular case or generally in relation to Registered Securities
dispense with such production and enfacement upon such indemnity being
given as it shall think sufficient.
13. COVENANTS BY THE ISSUER
SO long as any of the Securities remains outstanding (or, in the case
of paragraphs (viii), (ix), (xiii) to (xvi) inclusive and (xviii), so
long as any of the Securities or Coupons remains liable to
prescription) the Issuer covenants with the Trustee that it shall:
(i) at all times carry on and conduct its affairs and procure its
Subsidiaries to carry on and conduct their respective affairs
in a proper and efficient manner;
(ii) give or procure to be given to the Trustee such opinions,
certificates, information and evidence as it shall properly
require and in such form as it shall properly require
(including without limitation the procurement by the Issuer of
all such certificates called for by the Trustee pursuant to
Clause 15(C)) for the purpose of the proper discharge or
exercise of the duties, trusts, powers, authorities and
discretions vested in it under these presents or by operation
of law;
(iii) cause to be prepared and certified by the Auditors in respect
of each financial accounting period accounts in such form as
will comply with all relevant legal and accounting
requirements and all applicable requirements for the time
being of The Stock Exchange;
(iv) at all times keep and procure its Subsidiaries to keep proper
books of account and following the occurrence of an Event of
Default or a Potential Event of Default or if the Trustee has
grounds to believe that an Event of Default or a Potential
Event of Default has occurred or is likely to occur allow and
procure its Subsidiaries to allow the Trustee and any person
appointed by the Trustee to whom the Issuer or the relevant
Subsidiary (as the case may be) shall have no reasonable
objection free access to such books of account at all
reasonable times during normal business hours;
20
(v) send to the Trustee (in addition to any copies to which it may
be entitled as a holder of any securities of the Issuer) two
copies in English of every balance sheet, profit and loss
account, report, circular and notice of general meeting and
every other document issued or sent to its shareholders
together with any of the foregoing, and every document issued
or sent to holders of securities other than its shareholders
(including the Holders) as soon as reasonably practicable
after the issue or publication thereof;
(vi) forthwith give notice in writing to the Trustee of the coming
into existence of any Security Interest which would require
any security to be given to any series of the Securities
pursuant to Condition 4 or of the occurrence of any Event of
Default or any Potential Event of Default or any Restructuring
Event;
(vii) give to the Trustee (a) within seven days after demand by the
Trustee therefor and (b) (without the necessity for any such
demand) promptly after the publication of its audited accounts
in respect of each financial period commencing with the
financial period ending 3lst March, 1995 and in any event not
later than 180 days after the end of each such financial
period a certificate of the Issuer signed by two Directors of
the Issuer to the effect that as at a date not more than seven
days before delivering such certificate (the "relevant date")
there did not exist and had not existed since the relevant
date of the previous certificate (or in the case of the first
such certificate the date hereof) any Event of Default or any
Potential Event of Default or any Restructuring Event (or
if such exists or existed specifying the same) and that
during the period from and including the relevant date of
the last such certificate (or in the case of the first such
certificate the date hereof) to and including the relevant
date of such certificate the Issuer has complied with all its
obligations contained in these presents or (if such is not the
case) specifying the respects in which it has not complied;
(viii) at all times execute and do all such further documents, acts
and things as may be necessary at any time or times in the
opinion of the Trustee to give effect to these presents;
(ix) at all times maintain an Agent Bank, Reference Banks, Paying
Agents, a Registrar and Transfer Agents in accordance with the
Conditions;
(x) procure the Principal Paying Agent to notify the Trustee
forthwith in the event that it does not, on or before the due
date for any payment in respect of the Securities or any of
them or any of the Coupons, receive unconditionally pursuant
to the Agency Agreement payment of the full amount in the
requisite currency of the moneys payable on such due date on
all such Securities or Coupons as the case may be;
(xi) in the event of the unconditional payment to the Principal
Paying Agent of any sum due in respect of the Securities or
any of them or any of the Coupons being made after the due
date for payment thereof forthwith give or procure to be given
notice to the relevant Holders in accordance with Condition 15
that such payment has been made;
21
(xii) use all reasonable endeavours to maintain the listing of the
Securities on The Stock Exchange or, if it is unable to do so
having used all reasonable endeavours, use all reasonable
endeavours to obtain and maintain a quotation or listing of
the Securities on such other stock exchange or exchanges or
securities market or markets as the Issuer may (with the prior
written approval of the Trustee) decide and shall also upon
obtaining a quotation or listing of the Securities on such
other stock exchange or exchanges or securities market or
markets enter into a trust deed supplemental to this Trust
Deed to effect such consequential amendments to these presents
as the Trustee may require or as shall be requisite to comply
with the requirements of any such stock exchange or securities
market;
(xiii) give notice to the Holders in accordance with Condition 15
of any appointment, resignation or removal of any Agent
Bank, Reference Bank, Paying Agent, Registrar or Transfer
Agent (other than the appointment of the initial Agent Bank,
Reference Banks, Paying Agents, Registrar and Transfer
Agents) after having obtained the prior written approval of
the Trustee thereto or any change of any Paying Agent's,
Registrar's or Transfer Agent's specified office and (except
as provided by the Agent Bank Agreement or the Agency
Agreement or the Conditions) at least 30 days prior to such
event taking effect; PROVIDED ALWAYS THAT so long as any of
the Securities remains outstanding in the case of the
termination of the appointment of the Agent Bank, the
Registrar or a Transfer Agent or so long as any of the
Securities or Coupons remains liable to prescription in the
case of the termination of the appointment of the Principal
Paying Agent no such termination shall take effect until a
new Agent Bank, Registrar, Transfer Agent or Principal
Paying Agent (as the case may be) has been appointed on
terms previously approved in writing by the Trustee;
(xiv) obtain the prior written approval of the Trustee to, and
promptly give to the Trustee two copies of, the form of every
notice given to the Holders in accordance with Condition 15
(such approval, unless so expressed, not to constitute
approval for the purposes of Section 57 of the Financial
Services Act 1986 of the United Kingdom of any such notice
which is an investment advertisement (as therein defined));
(xv) if payments of principal, premium or interest in respect of
the Securities or the Coupons by the Issuer shall become
subject generally to the taxing jurisdiction of any
territory or any political sub-division thereof or any
authority therein or thereof having power to tax other than
or in addition to the United Kingdom or any such political
sub-division thereof or any such authority therein or
thereof, as soon as reasonably practicable after having
become aware thereof notify the Trustee of such event and
(unless the Trustee otherwise agrees) enter forthwith into a
Trust Deed supplemental to this Trust Deed, giving to the
Trustee an undertaking or covenant in form and manner
satisfactory to the Trustee in terms corresponding to the
terms of Condition 9 with the substitution for (or, as the
case may be, the addition to) the references therein to the
United Kingdom or any political sub-division thereof or any
authority therein or thereof having power to tax of
references to that other or additional territory or any
political sub-division thereof or any authority therein or
thereof having power to tax to whose taxing jurisdiction
such payments shall have become subject as aforesaid such
22
Trust Deed also (where applicable) to modify Condition 7(c)
so that such Condition shall make reference to the other or
additional territory, any political sub-division thereof and
any authority therein or thereof having power to tax;
(xvi) comply with and perform all its obligations under the Agent
Bank Agreement and the Agency Agreement and use all reasonable
endeavours to procure that the Agent Bank, the Paying Agents,
the Registrar and the Transfer Agents comply with and perform
all their respective obligations thereunder and (in the case
of the Paying Agents) any notice given by the Trustee pursuant
to Clause 2(C)(i) and not make any amendment or modification
to either of such Agreements without the prior written
approval of the Trustee;
(xvii) in order to enable the Trustee to ascertain the principal
amount of Securities of each series for the time being
outstanding for any of the purposes referred to in the proviso
to the definition of "outstanding" in Clause 1, deliver to the
Trustee forthwith upon being so requested in writing by the
Trustee a certificate in writing signed by two Directors of
the Issuer setting out the total number and aggregate
principal amount of Securities of each series which:
(a) up to and including the date of such certificate have
been purchased by the Issuer, any Subsidiary of the
Issuer, any holding company of the Issuer or any
other Subsidiary of any such holding company and
cancelled; and
(b) are at the date of such certificate held by, for the
benefit of, or on behalf of, the Issuer, any
Subsidiary of the Issuer, any holding company of the
Issuer or any other Subsidiary of any such holding
company;
(xviii) procure its Subsidiaries to comply with all (if any)
applicable provisions of Condition 7(d);
(xix) procure that each of the Paying Agents makes available for
inspection by Holders and Couponholders at its specified
office copies of these presents, the Agency Agreement, the
Agent Bank Agreement and the then latest audited balance sheet
and profit and loss account (consolidated if applicable) of
the Issuer;
(xx) if, in accordance with the provisions of the Conditions,
interest in respect of Bearer Securities denominated in U.S.
dollars becomes payable at the specified office of any Paying
Agent in the United States of America promptly give notice
thereof to the Holders in accordance with Condition 15;
(xxi) give to the Trustee at the same time as sending to it the
certificates referred to in paragraph (vii) above and in any
event not later than 180 days after the last day of each
financial period of the Issuer, a certificate by the Auditors
listing those Subsidiaries of the Issuer which as at the
relevant date (as defined in paragraph (vii) above) of the
relevant certificate given under paragraph (vii) above or, as
the case may be, as at such last day were Principal
Subsidiaries for the purposes of Condition 11; and
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(xxii) give to the Trustee, as soon as reasonably practicable after
the acquisition or disposal of any company which thereby
becomes or ceases to be a Principal Subsidiary or after any
transfer is made to any Subsidiary of the Issuer which thereby
becomes a Principal Subsidiary, a certificate by the Auditors
to such effect;
(xxiii) upon due surrender in accordance with the Conditions, pay the
face value of all Coupons (including Coupons issued in
exchange for Talons) appertaining to all Securities purchased
by the Issuer, any Subsidiary of the Issuer, any holding
company of the Issuer or any other Subsidiary of any such
holding company;
(xxiv) give to the Trustee a certificate of the Auditors:
(a) specifying the amount of the Capital and Reserves for
the purposes of Condition 4, such certificate to be
provided before the Issuer creates or has outstanding
a Security Interest in respect of any Relevant
Indebtedness and/or guarantees within Condition 4;
(b) specifying that a Subsidiary of the Issuer satisfies
the provisions of Condition 4(B)(i) and (ii), such
certificate to be provided before or at the same time
as any written notice given to the Trustee by the
Issuer under Condition 4(B)(iii) that a Subsidiary of
the Issuer is an Excluded Subsidiary; and
(c) specifying the amount of the Capital and Reserves for
the purposes of Condition 11(c), such certificate to
be provided within 10 days of any request by the
Trustee for its provision;
(xxv) give to the Trustee a certificate of two Directors of the Issuer:
(a) specifying the aggregate amount of any Relevant
Indebtedness of the Issuer or a PES subsidiary or
guaranteed by the Issuer or a PES Subsidiary and in
respect of which a Security Interest or Security
Interests has or have been created or is or are
outstanding, such certificate to be provided before
the Issuer or a PES Subsidiary creates or has
outstanding any new Security interest;
(b) specifying details of any modification to the terms
and conditions of the PES Licence, such certificate
to be provided promptly upon any such modification
being made; and
(c) specifying any higher figure determined by the
Director (as defined in the PES Licence) as is
mentioned in Condition 11, such certificate to be
provided within 5 days of the Director determining
such figure by notice in writing to the Secretary of
State (as defined in the PES Licence) and the Issuer;
and
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(xxvi) give notice to the Trustee as soon as practicable after its
Directors or the Directors of any PES Subsidiary have resolved
to give any Security Interest in respect of any Relevant
Indebtedness or guarantee as described in Condition 4.
14. REMUNERATION AND INDEMNIFICATION OF TRUSTEE
(A) THE Issuer shall pay to the Trustee remuneration for its services as
trustee as from the date of this Trust Deed, such remuneration to be
at such rate as may from time to time be agreed between the Issuer and
the Trustee. Such remuneration shall be payable in advance on 17th
January in each year, the first such payment to be made on the date
hereof. Upon the issue of any Further Securities the rate of
remuneration in force immediately prior thereto shall be increased by
such amount as shall be agreed between the Issuer and the Trustee,
such increased remuneration to be calculated from such date as shall
be agreed as aforesaid. The rate of remuneration in force from time to
time may upon the final redemption of the whole of the Securities of
any series be reduced by such amount as shall be agreed between the
Issuer and the Trustee, such reduced remuneration to be calculated
from such date as shall be agreed as aforesaid. Such remuneration
shall accrue from day to day and be payable (in priority to payments
to the Holders and Couponholders) up to and including the date when,
all the Securities having become due for redemption, the redemption
moneys and interest thereon to the date of redemption have been paid
to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due
presentation of any Security or Coupon or any cheque payment of the
moneys due in respect thereof is improperly withheld or refused,
remuneration will commence again to accrue.
(B) In the event of the occurrence of an Event of Default or a Potential
Event of Default or the Trustee considering it expedient or necessary
or being requested by the Issuer to undertake duties which the Trustee
and the Issuer agree to be of an exceptional nature or otherwise
outside the scope of he normal duties of the Trustee under these
presents the Issuer shall pay to the Trustee such additional
remuneration as shall be agreed between them.
(C) The Issuer shall in addition pay to the Trustee an amount equal to the
amount of any value added tax or similar tax chargeable in respect of
its remuneration under these presents.
(D) In the event of the Trustee and the Issuer failing to agree:
(1) (in a case to which sub-clause (A) above applies) upon the
amount of the remuneration; or
(2) (in a case to which sub-clause (B) above applies) upon whether
such duties shall be of an exceptional nature or otherwise
outside the scope of the normal duties of the Trustee under
these presents, or upon such additional remuneration,
such matters shall be determined by a merchant bank (acting as an
expert and not as an arbitrator) selected by the Trustee and approved
by the Issuer or failing such approval, nominated (on the application
of the Trustee) by the President for the time being of The Law Society
of England and Wales (the expenses involved in such nomination and the
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fees of such merchant bank being payable by the Issuer) and the
determination of any such merchant bank shall be final and binding upon
the Trustee and the Issuer.
(E) The Issuer shall also pay or discharge all Liabilities incurred by the
Trustee in relation to the preparation and execution of the exercise of
its powers and the performance of its duties under, and in any other
manner in relation to, these presents, including but not limited to
travelling expenses and any stamp, issue, registration, documentary and
other taxes or duties paid or payable by the Trustee in connection with
any action taken or contemplated by or on behalf of the Trustee for
enforcing, or resolving any doubt concerning, or for any other purpose
in relation to, these presents.
(F) All amounts payable pursuant to sub-clause (E) above and/or Clause
15(J) shall be payable by the Issuer on the date specified in a demand
by the Trustee and in the case of payments actually made by the Trustee
prior to such demand shall (if not paid within three days after such
demand and the Trustee so requires) carry interest at the rate of two
per cent. per annum above the Base Rate from time to time of National
Westminster Bank Plc from the date specified in such demand, and in all
other cases shall (if not paid on the date specified in such demand or,
if later, within three days after such demand and, in either case, the
Trustee so requires) carry interest at such rate from the date
specified in such demand. All remuneration payable to the Trustee shall
carry interest at such rate from the due date therefor.
(G) Unless otherwise specifically stated in any discharge of these presents
the provisions of this Clause and Clause 15(J) shall continue in full
force and effect notwithstanding such discharge.
(H) The Trustee shall be entitled in its absolute discretion to determine
in respect of which series of Securities any Liabilities incurred under
these presents have been incurred or to allocate any such Liabilities
between the Original Bonds and any Further Securities of any series.
15. SUPPLEMENT TO TRUSTEE ACT 1925
THE Trustee shall have all the powers conferred upon trustees by the
Trustee Act 1925 of England and Wales and by way of supplement thereto
it is expressly declared as follows:
(A) The Trustee may in relation to these presents act on the
advice or opinion of or any information obtained from any
lawyer, valuer, accountant, surveyor, banker, broker,
auctioneer or other expert whether obtained by the Issuer, the
Trustee or otherwise and shall not be responsible for any
Liability occasioned by so acting.
(B) Any such advice, opinion or information may be sent or
obtained by letter, telex, telegram, facsimile transmission or
cable and the Trustee shall not be liable for acting on any
advice, opinion or information purporting to be conveyed by
any such letter, telex, telegram, facsimile transmission or
cable although the same shall contain some error or shall not
be authentic.
(C) The Trustee may call for and shall be at liberty to accept as
sufficient evidence of any fact or matter or the expediency of
any transaction or thing a certificate signed by any two
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Directors of the Issuer and the Trustee shall not be bound in
any such case to call for further evidence or be responsible
for any Liability that may be occasioned by it or any other
person acting on such certificate.
(D) The Trustee shall be at liberty to hold or to place these
presents and any other documents relating thereto in any part
of the world with any banker or banking company or company
whose business includes undertaking the safe custody of
documents or lawyer or firm of lawyers considered by the
Trustee to be of good repute and the Trustee shall not be
responsible for or required to insure against any Liability
incurred in connection with any such deposit and may pay all
sums required to be paid on account of or in respect of any
such deposit.
(E) The Trustee shall not be responsible for the receipt or
application of the proceeds of the issue of any of the
Securities by the Issuer, the exchange of any Global Security
for another Global Security or definitive Securities or the
delivery of any Global Security or definitive Securities to
the person(s) entitled to it or them.
(F) The Trustee shall not be bound to give notice to any person of
the execution of any documents comprised or referred to in
these presents or to take any steps to ascertain whether any
Event of Default, Potential Event of Default, Negative Rating
Event, any Restructuring Event or any event which could lead
to the occurrence of or could constitute a Restructuring Event
has occurred and, until it shall have actual knowledge or
express notice pursuant to these presents to the contrary, the
Trustee shall be entitled to assume that no Event of Default,
Potential Event of Default, Negative Rating Event, any
Restructuring Event or any other such event has occurred and
that the Issuer is observing and performing all its
obligations under these presents.
(G) Save as expressly otherwise provided in these presents, the
Trustee shall have absolute and uncontrolled discretion as to
the exercise of its trusts, powers, authorities and
discretions under these presents (the exercise of which as
between the Trustee and the Holders and Couponholders shall be
conclusive and binding on the Holders and Couponholders) and
shall not be responsible for any Liability which may result
from their exercise or non-exercise.
(H) The Trustee shall not be liable to any person by reason of
having acted upon any resolution purporting to have been
passed at any meeting of the Holders of Securities of all or
any series in respect whereof minutes have been made and
signed even though subsequent to its acting it may be found
that there was some defect in the constitution of the meeting
or the passing of the resolution or that for any reason the
resolution was not valid or binding upon such Holders and the
relative Couponholders.
(I) The Trustee shall not be liable to any person by reason of
having accepted as valid or not having rejected any Security
or Coupon purporting to be such and subsequently found to be
forged or not authentic.
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(J) Without prejudice to the right of indemnity by law given to
trustees, the Issuer shall indemnify the Trustee and every
Appointee and keep it or him indemnified against all
Liabilities to which it or he may be or become subject or
which may be incurred by it or him in the execution or
purported execution of any of its trusts, powers, authorities
and discretions under these presents or its or his functions
under any such appointment or in respect of any other matter
or thing done or omitted in any way relating to these presents
or any such appointment.
(K) Any consent or approval given by the Trustee for the purposes
of these presents maybe given on such terms and subject to
such conditions (if any) as the Trustee thinks fit and
notwithstanding anything to the contrary in these presents may
be given retrospectively.
(L) The Trustee shall not (unless and to the extent ordered so to
do by a court of competent jurisdiction) be required to
disclose to any Holder or Couponholder any information
(including, without limitation, information of a confidential,
financial or price sensitive nature) made available to the
Trustee by the Issuer or any other person in connection with
these presents and no Holder or Couponholder shall be entitled
to take any action to obtain from the Trustee any such
information.
(M) Where it is necessary or desirable for any purpose in
connection with these presents to convert any sum from one
currency to another it shall (unless otherwise provided by
these presents or required by law) be converted at such rate
or rates, in accordance with such method and as at such date
for the determination of such rate of exchange, as may be
agreed by the Trustee in consultation with the Issuer and any
rate, method and date so agreed shall be binding on the
Issuer, the Holders and the Couponholders.
(N) The Trustee may certify whether or not any of the conditions,
events and acts set out in sub-paragraphs (b), (c), (e), (f),
(g) and (h) (both inclusive) of Condition 11 (each of which
conditions, events and acts shall, unless in any case the
Trustee in its absolute discretion shall otherwise determine,
for all the purposes of these presents be deemed to include
the circumstances resulting therein and the consequences
resulting therefrom) is in its opinion materially prejudicial
to the interests of the Holders and any such certificate shall
be conclusive and binding upon the Issuer, the Holders and the
Couponholders.
(0) The Trustee as between itself and the Holders and
Couponholders may determine all questions and doubts arising
in relation to any of the provisions of these presents. Every
such determination, whether or not relaxing in whole or in
part to the acts or proceedings of the Trustee, shall be
conclusive and shall bind the Trustee and the Holders and
Couponholders.
(P) In connection with the exercise by it of any of its trusts,
powers, authorities and discretions under these presents
(including, without limitation, any modification, waiver,
authorisation, determination or substitution), the Trustee
shall have regard to the interests of the Holders as a class
and, in particular but without limitation, shall not have
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regard to the consequences of such exercise for individual
Holders or Couponholders resulting from their being for any
purpose domiciled or resident in, or otherwise connected
with, or subject to the jurisdiction of, any particular
territory or any political sub-division thereof and the
Trustee shall not be entitled to require, nor shall any
Holder or Couponholder be entitled to claim, from the
Issuer, the Trustee or any other person any indemnification
or payment in respect of any tax consequence of any such
exercise upon individual Holders or Couponholders except to
the extent already provided for in Condition 9 and/or any
undertaking given in addition thereto or in substitution
therefor under these presents.
(Q) Any trustee of these presents being a lawyer, accountant,
broker or other person engaged in any profession or business
shall be entitled to charge and be paid all usual professional
and other charges for business transacted and acts done by him
or his firm in connection with the trusts of these presents
and also his reasonable charges in addition to disbursements
for all other work and business done and all time spent by him
or his firm in connection with matters arising in connection
with these presents.
(R) The Trustee may whenever it thinks fit delegate by power of
attorney or otherwise to any person or persons or
fluctuating body of persons (whether being a joint trustee
of these presents or not) all or any of its trusts, powers,
authorities and discretions under these presents. Such
delegation may be made upon such terms (including power to
sub-delegate) and subject to such conditions and regulations
as the Trustee may in the interests of the Holders think
fit. The Trustee shall not be under any obligation to
supervise the proceedings or acts of any such delegate or
sub-delegate or be in any way responsible for any Liability
incurred by reason of any misconduct or default on the part
of any such delegate or sub-delegate. The Trustee shall
within a reasonable time after any such delegation or any
renewal, extension or termination thereof give notice
thereof to the Issuer.
(S) The Trustee may in the conduct of the trusts of these presents
instead of acting personally employ and pay an agent (whether
being a lawyer or other professional person) to transact or
conduct, or concur in transacting or conducting, any business
and to do, or concur in doing, all acts required to be done in
connection with these presents (including the receipt and
payment of money). The Trustee shall not be in any way
responsible for any Liability incurred by reason of any
misconduct or default on the part of any such agent or be
bound to supervise the proceedings or acts of any such agent.
(T) The Trustee shall not be responsible for the execution,
delivery, legality, effectiveness, adequacy, genuineness,
validity, enforceability or admissibility in evidence of these
presents or any other document relating thereto and shall not
be liable for any failure to obtain any licence, consent or
other authority for the execution, delivery, legality,
effectiveness, adequacy, genuineness, validity, performance,
enforceability or admissibility in evidence of these presents
or any other document relating thereto.
16. TRUSTEE'S LIABILITY
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NOTHING in these presents shall in any case in which the Trustee has
failed to show the degree of care and diligence required of it as
trustee having regard to the provisions of these presents conferring on
it any trusts, powers, authorities or discretions exempt the Trustee
from or indemnify it against any liability for breach of trust or any
Liability which by virtue of any rule of law would otherwise attach to
it in respect of any negligence, default, breach of duty or breach of
trust of which it may be guilty in relation to its duties under these
presents.
17. TRUSTEE CONTRACTING WITH ISSUER
NEITHER the Trustee nor any director or officer of a corporation acting
as a trustee under these presents shall by reason of its or his
fiduciary position be in any way precluded from:
(i) entering into or being interested in any contract or financial
or other transaction or arrangement with the Issuer or any
person or body corporate associated with the Issuer (including
without limitation any contract, transaction or arrangement of
a banking or insurance nature or any contract, transaction or
arrangement in relation to the making of loans or the
provision of financial facilities to, or the purchase, placing
or underwriting of or the subscribing or procuring
subscriptions for or otherwise acquiring, holding or dealing
with the Securities or any other bonds, notes, stocks, shares,
debenture stock, debentures or other securities of the Issuer
or any person or body corporate associated as aforesaid); or
(ii) accepting or holding the trusteeship of any other trust deed
constituting or securing any other securities issued by or
relating to the Issuer or any such person or body corporate so
associated or any other office of profit under the Issuer or
any such person or body corporate so associated and shall be
entitled to retain and shall not be in any way liable to
account for any profit made or share of brokerage or
commission or remuneration or other benefit received thereby
or in connection therewith.
18. WAIVER, AUTHORISATION AND DETERMINATION
(A) THE Trustee may without prejudice to its rights in respect of any
subsequent breach, Event of Default or Potential Event of Default from
time to time and at any time but only if and in so far as in its
opinion the interests of the Holders shall not be materially
prejudiced thereby waive or authorise any breach or proposed breach by
the Issuer of any of the covenants or provisions contained in these
presents or determine that any Event of Default or Potential Event of
Default shall not be treated as such for the purposes of these
presents PROVIDED ALWAYS THAT the Trustee shall not exercise any
powers conferred on it by this Clause in contravention of any express
direction given by Extraordinary Resolution or by a request under
Condition 11 but so that no such direction or request shall affect any
waiver, authorisation or determination previously given or made. Any
such waiver, authorisation or determination may be given or made on
such terms and subject to such conditions (if any) as the Trustee may
determine, shall be binding on the Holders and the Couponholders and,
if, but only if the Trustee shall so require, shall be notified by the
Issuer to the Holders in accordance with Condition 15 as soon as
practicable thereafter.
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MODIFICATION
(B) The Trustee may without the consent of the Holders or Couponholders at
any time and from time to time concur with the Issuer in making any
modification (i) to these presents (other than the proviso to
paragraph 5 of the Fourth Schedule or any of the matters referred to
in that proviso) which in the opinion of the Trustee it may be proper
to make PROVIDED THAT the Trustee is of the opinion that such
modification will not be materially prejudicial to their interests of
the Holders or (ii) to these presents if in the opinion of the Trustee
such modification is of a formal, minor or technical nature or to
correct a manifest error. Any such modification may be made on such
terms and subject to such conditions (if any) as the Trustee may
determine, shall be binding upon the Holders and the Couponholders
and, unless the Trustee agrees otherwise, shall be notified by the
Issuer to the Holders in accordance with Condition 15 as soon as
practicable thereafter.
19. HOLDER OF DEFINITIVE BEARER SECURITY ASSUMED TO BE COUPONHOLDER
(A) WHEREVER in these presents the Trustee is required or entitled to
exercise a power, trust, authority or discretion under these presents,
except as ordered by a court of competent jurisdiction or as required
by applicable law, the Trustee shall, notwithstanding that it may have
express notice to the contrary, assume that each Holder is the holder
of all Coupons appertaining to each Bearer Security in definitive form
of which he is the holder.
NO NOTICE TO COUPONHOLDERS
(B) Neither the Trustee nor the Issuer shall be required to give any notice
to the Couponholders for any purpose under these presents and the
Couponholders shall be deemed for all purposes to have notice of the
contents of any notice given to the Holders in accordance with
Condition 15.
ENTITLEMENT TO TREAT HOLDER AS ABSOLUTE OWNER
(C) The Issuer, the Trustee, the Paying Agents, the Registrar and the
Transfer Agents may (to the fullest extent permitted by applicable
laws) deem and treat the holder of any Security and the holder of any
Coupon as the absolute owner of such Security or Coupon, as the case
may be, for all purposes (whether or not such Security or Coupon shall
be overdue and notwithstanding any notice of ownership thereof, any
notice of loss or theft thereof or any writing thereon), and the
Issuer, the Trustee, the Paying Agents, the Registrar and the Transfer
Agents shall not be affected by any notice to the contrary. All
payments made to any such holder shall be valid and, to the extent of
the sums so paid, effective to satisfy and discharge the liability for
the moneys payable in respect of such Security or Coupon, as the case
may be.
20. SUBSTITUTION
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(A) (1) The Trustee may without the consent of the Holders or
Couponholders at any time agree with the Issuer to the
substitution in place of the Issuer (or of the previous
substitute under this Clause) as the principal debtor under
these presents of any Subsidiary of the Issuer (such
substituted company being hereinafter called the "New
Company") provided that a trust deed is executed or some
other form of undertaking is given by the New Company in
form and manner satisfactory to the Trustee, agreeing to be
bound by the provisions of these presents with any
consequential amendments which the Trustee may deem
appropriate as fully as if the New Company had been named in
these presents as the principal debtor in place of the
Issuer (or of the previous substitute under this Clause) and
provided further that the Issuer unconditionally and
irrevocably guarantees all amounts payable under these
presents save where the Issuer has transferred the PES
Licence to the New Company.
(2) The following further conditions shall apply to (1) above:
(i) the Issuer and the New Company shall comply with such
other requirements as the Trustee may direct in the
interests of the Holders;
(ii) where the New Company is incorporated, domiciled or
resident in, or subject generally to the taxing
jurisdiction of a territory other than or in addition
to the United Kingdom or any political sub-division
thereof or any authority therein or thereof having
power to tax, undertakings or covenants shall be
given by the New Company in terms corresponding to
the provisions of Condition 9 with the substitution
for (or, as the case may be, the addition to) the
references to the United Kingdom of references to
that other or additional territory in which the New
Company is incorporated, domiciled or resident or to
whose taxing jurisdiction it is subject and (where
applicable) Condition 7(c) shall be modified
accordingly;
(iii) without prejudice to the rights of reliance of the
Trustee under the immediately following paragraph
(iv) the Trustee is satisfied that the relevant
transaction is not materially prejudicial to the
interests of the Holders; and
(iv) if two Directors of the New Company (or other
officers acceptable to the Trustee) shall certify
that the New Company is solvent at the time at which
the relevant transaction is proposed to be effected
(which certificate the Trustee may rely upon
absolutely) the Trustee shall not be under any duty
to have regard to the financial condition, profits or
prospects of the New Company or to compare the same
with those of the Issuer or the previous substitute
under this Clause as applicable.
(B) Any such Trust Deed or undertaking shall, if so expressed, operate to
release the Issuer or the previous substitute as aforesaid from all of
its obligations qua principal debtor under these presents. Not later
than 14 days after the execution of such documents and compliance with
such requirements, the New Company shall give notice thereof in a form
previously approved by the Trustee to the Holders in the manner
provided in Condition 15. Upon the execution of such documents and
32
compliance with such requirements, the New Company shall be deemed to
be named in these presents as the principal debtor in place of the
Issuer (or in place of the previous substitute under this Clause)
under these presents and these presents shall be deemed to be amended
in such manner as shall be necessary to give effect to the above
provisions and, without limitation, references in these presents to
the Issuer shall, where the context so requires, be deemed to be or
include references to the New Company.
21. CURRENCY INDEMNITY
THE Issuer shall indemnify the Trustee, every Appointee, the Holders
and the Couponholders and keep them indemnified against:
(a) any Liability incurred by any of them arising from the
non-payment by the Issuer of any amount due to the Trustee or
the Holders or Couponholders under these presents by reason of
any variation in the rates of exchange between those used for
the purposes of calculating the amount due under a judgment or
order in respect thereof and those prevailing at the date of
actual payment by the Issuer; and
(b) any deficiency arising or resulting from any variation in
rates of exchange between (i) the date as of which the local
currency equivalent of the amounts due or contingently due
under these presents (other than this Clause) is calculated
for the purposes of any bankruptcy, insolvency or liquidation
of the Issuer and (ii) the final date for ascertaining the
amount of claims in such bankruptcy, insolvency or
liquidation. The amount of such deficiency shall be deemed not
to be reduced by any variation in rates of exchange occurring
between the said final date and the date of any distribution
of assets in connection with any such bankruptcy, insolvency
or liquidation.
The above indemnity shall constitute an obligation of the Issuer
separate and independent from its obligations under the other
provisions of these presents and shall apply irrespective of any
indulgence granted by the Trustee or the Holders or the Couponholders
from time to time and shall continue in full force and effect
notwithstanding the judgment or filing of any proof or proofs in any
bankruptcy, insolvency or liquidation of the Issuer for a liquidated
sum or sums in respect of amounts due under these presents (other than
this Clause). Any such deficiency as aforesaid shall be deemed to
constitute a loss suffered by the Holders and Couponholders and no
proof or evidence of any actual loss shall be required by the Issuer or
its liquidator or liquidators.
22. NEW TRUSTEE
(A) THE power to appoint a new trustee of these presents shall be vested
in the Issuer but no person shall be appointed who shall not
previously have been approved by an Extraordinary Resolution. One or
more persons may hold office as trustee or trustees of these presents
but such trustee or trustees shall be or include a Trust Corporation.
Whenever there shall be more than two trustees of these presents the
majority of such trustees shall be competent to execute and exercise
all the duties, powers, trusts, authorities and discretions vested in
the Trustee by these presents provided that a Trust Corporation shall
be included in such majority. Any appointment of a new trustee of
33
these presents shall as soon as practicable thereafter be notified by
the Issuer to the Principal Paying Agent, the Registrar, the Transfer
Agents and the Holders.
SEPARATE AND CO-TRUSTEES
(B) Notwithstanding the provisions of sub-clause (A) above, the Trustee
may, upon giving prior notice to the Issuer (but without the consent of
the Issuer, the Holders or the Couponholders), appoint any person
established or resident in any jurisdiction (whether a Trust
Corporation or not) to act either as a separate trustee or as a
co-trustee jointly with the Trustee:
(i) if the Trustee considers such appointment to be in the
interests of the Holders;
(ii) for the purposes of conforming to any legal requirements,
restrictions or conditions in any jurisdiction in which any
particular act or acts is or are to be performed; or
(iii) for the purposes of obtaining a judgment in any jurisdiction
or the enforcement in any jurisdiction of either a judgment
already obtained or any of the provisions of these presents
against the Issuer.
The Issuer irrevocably appoints the Trustee to be its attorney in its
name and on its behalf to execute any such instrument of appointment.
Such a person shall (subject always to the provisions of these
presents) have such trusts, powers, authorities and discretions (not
exceeding those conferred on the Trustee by these presents) and such
duties and obligations as shall be conferred or imposed by the
instrument of appointment. The Trustee shall have power in like manner
to remove any such person. Such reasonable remuneration as the Trustee
may pay to any such person, together with any attributable Liabilities
incurred by it in performing its function as such separate trustee or
co-trustee, shall for the purposes of these presents be treated as
Liabilities incurred by the Trustee.
23. TRUSTEE'S RETIREMENT AND REMOVAL
A trustee of these presents may retire at any time on giving not less
than three months' prior written notice to the Issuer without giving
any reason and without being responsible for any Liabilities incurred
by reason of such retirement. The Holders may by Extraordinary
Resolution remove any trustee or trustees for the time being of these
presents. The Issuer undertakes that in the event of the only trustee
of these presents which is a Trust Corporation giving notice under this
Clause or being removed by Extraordinary Resolution it will use its
best endeavours to procure that a new trustee of these presents being a
Trust Corporation is appointed as soon as reasonably practicable
thereafter. The retirement or removal of any such trustee shall not
become effective until a successor trustee being a Trust Corporation is
appointed.
24. TRUSTEE'S POWERS TO BE ADDITIONAL
34
THE powers conferred upon the Trustee by these presents shall be in
addition to any powers which may from time to time be vested in the
Trustee by the general law or as a holder of any of the Securities or
Coupons.
25. NOTICES
ANY notice or demand to the Issuer or the Trustee to be given, made or
served for any purposes under these presents shall be given, made or
served by sending the same by pre-paid post (first class if inland,
first class airmail if overseas), telex or facsimile transmission or by
delivering it by hand as follows:
to the Issuer: Wetherby Road
Scarcroft
Leeds LS14 3HS
England
(Attention: the Group Company Secretary and
Solicitor)
Telex No. 55128
Facsimile No. 0532 895611
to the Trustee: 1 Appold Street
Broadgate
London EC2A 2HE
England
(Attention: the Managing Director)
Telex No. 883341 BANTR-G
Facsimile No. 0171-982 1149
or to such other address, telex or facsimile number as shall have been
notified (in accordance with this Clause) to the other party hereto and
any notice or demand sent by post as aforesaid shall be deemed to have
been given, made or served three days in the case of inland post or
seven days in the case of overseas post after despatch and any notice
or demand sent by telex or facsimile transmission as aforesaid shall be
deemed to have been given, made or served 24 hours after the time of
despatch provided that in the case of a notice or demand given by telex
or facsimile transmission such notice or demand shall forthwith be
confirmed by post. The failure of the addressee to receive such
confirmation shall not invalidate the relevant notice or demand given
by telex or facsimile transmission.
26. GOVERNING LAW
THESE presents are governed by, and shall be construed in accordance
with, English law.
35
27. COUNTERPARTS
THIS Trust Deed and any Trust Deed supplemental hereto may be executed
and delivered in any number of counterparts, all of which, taken
together, shall constitute one and the same deed and any party to this
Trust Deed or any Trust Deed supplemental hereto may enter into the
same by executing and delivering a counterpart.
IN WITNESS whereof this Trust Deed has been executed as a deed by the Issuer and
the Trustee and delivered on the date first stated above.
36
THE FIRST SCHEDULE
- FORM OF ORIGINAL GLOBAL BOND -
YORKSHIRE ELECTRICITY GROUP plc
(Incorporated in England with limited liability under the Companies Act 1985
with registered number 2366995)
TEMPORARY GLOBAL BOND
representing
(pound)[ ] in principal amount of an issue of
(pound)200,000,000 9 1/4 PER CENT. BONDS
DUE 2020
This Bond is a temporary Global Bond without interest coupons in respect of
(pound)[ ] in principal amount of a duly authorised issue of Bonds of Yorkshire
Electricity Group plc (the "Issuer"), designated as specified in the tide hereof
(the "Bonds"), limited to the aggregate principal amount of Two Hundred Million
Pounds Sterling ((pound)200,000,000) and constituted by a Trust Deed dated 17th
January, 1995 (the "Trust Deed") between the Issuer and Bankers Trustee Company
Limited as trustee (the trustee for the time being thereof being herein called
the "Trustee"). References herein to the Conditions (or to any particular
numbered Condition) shall be to the Conditions (or that particular one of them)
set out in Part III of the Second Schedule to the Trust Deed.
1. Promise to pay
Subject as provided in this temporary Global Bond the Issuer promises
to pay to the bearer the principal amount of this temporary Global Bond
(being at the date hereof [ ] Pounds Sterling ((pound)[ ])) on 17th
January, 2020 (or on such earlier date as the said principal amount may
become repayable m accordance with the Conditions or the Trust Deed)
and to pay interest annually in arrear on 17th January on the principal
amount from time to time of this temporary Global Bond at the rate of 9
1/4 per cent. per annum together with such other amounts (if any) as
may be payable, all subject to and in accordance with the Conditions
and the provisions of the Trust Deed.
2. Exchange for definitive Bonds and purchases
This temporary Global Bond is exchangeable in whole or in part upon the
request of the bearer for definitive Bonds only on and subject to the
terms and conditions set out below. The definitive Bonds to be issued
on such exchange will be in bearer form ("Definitive Bearer Bonds") in
37
the denominations of (pound)1,000, (pound)10,000 and (pound)100,000
each with interest coupons ("Coupons") and one Talon for further
interest coupons ("Talon") attached.
On and after 27th February, 1995 this temporary Global Bond may be
exchanged in whole or in part at the specified office of the Principal
Paying Agent (or such other place as the Trustee may agree) for
Definitive Bearer Bonds and the Issuer shall procure that the Principal
Paying Agent shall issue and deliver, in full or partial exchange for
this temporary Global Bond, Definitive Bearer Bonds (together with the
Coupons and Talons appertaining thereto) in an aggregate principal
amount equal to the principal amount of this temporary Global Bond
submitted for exchange Provided that Definitive Bearer Bonds will be so
issued and delivered only if and to the extent that there shall have
been presented to the Issuer a certificate from Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear
System ("Euroclear") or from Cedel, societe anonyme ("Cedel")
substantially in the form of the certificate attached as Exhibit A.
Any person who would, but for the provisions of this temporary Global
Bond and the Trust Deed, otherwise be entitled to receive a Definitive
Bearer Bond or Bonds shall not be entitled to require the exchange of
an appropriate part of this temporary Global Bond for a Definitive
Bearer Bond or Definitive Bearer Bonds unless and until he shall have
delivered or caused to be delivered to Euroclear or Cedel a certificate
substantially in the form of the certificate attached as Exhibit B
(copies of which form of certificate will be available at the offices
of Euroclear in Brussels and Cedel in Luxembourg and the specified
office of each of the Paying Agents).
Upon (i) any exchange of a part of this temporary Global Bond for a
Definitive Bearer Bond or Definitive Bearer Bonds or (ii) the purchase
by or on behalf of the Issuer or any Subsidiary of the Issuer and
cancellation of a part of this temporary Global Bond in accordance with
the Conditions, the portion of the principal amount hereof so exchanged
or so purchased and cancelled shall be endorsed by or on behalf of the
Principal Paying Agent on behalf of the Issuer on Part II of the
Schedule hereto, whereupon the principal amount hereof shall be reduced
for all purposes by the amount so exchanged or so purchased and
cancelled and endorsed.
3. Payments
Until the entire principal amount of this temporary Global Bond has
been extinguished, this temporary Global Bond shall in all respects be
entitled to the same benefits as the Definitive Bearer Bonds and shall
be entitled to the benefit of and be bound by the Trust Deed, except
that the holder of this temporary Global Bond shall not (unless upon
due presentation of this temporary Global Bond for exchange, delivery
of the appropriate number of Definitive Bearer Bonds (together with the
Coupons and Talons appertaining thereto) is improperly withheld or
refused and such withholding or refusal is continuing at the relevant
payment date) be entitled to receive any payment of interest on this
temporary Global Bond except upon certification as hereinafter
provided. Upon any payment of principal or interest on this temporary
Global Bond the amount so paid shall be endorsed by or on behalf of the
Principal Paying Agent on behalf of the Issuer on Part I of the
Schedule hereto.
38
Payments of interest in respect of Bonds for the time being represented
by this temporary Global Bond shall be made to the bearer only upon
presentation to the Issuer or its agent of a certificate from Euroclear
or from Cedel substantially in the form of the certificate attached as
Exhibit A. Any person who would, but for the provisions of this
temporary Global Bond and of the Trust Deed, otherwise be beneficially
entitled to a payment of interest on this temporary Global Bond shall
not be entitled to require such payment unless and until he shall have
delivered or caused to be delivered to Euroclear or Cedel a certificate
substantially in the form of the certificate attached as Exhibit B
(copies of which form of certificate will be available at the offices
of Euroclear in Brussels and Cedel in Luxembourg and the specified
office of each of the Paying Agents).
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this temporary Global
Bond shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the bearer of this
temporary Global Bond shall be valid and, to the extent of the sums so
paid, effectual to satisfy and discharge the liability for the moneys
payable hereon and on the relevant Definitive Bearer Bonds and Coupons.
4. Authentication
This temporary Global Bond shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Principal Paying Agent.
5. Governing law
This temporary Global Bond is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS whereof the Issuer has caused this temporary Global Bond to be signed
manually by a person duly authorised on its behalf.
YORKSHIRE ELECTRICITY GROUP plc
By:__________________________
Duly authorised
Issued in London, England on 17th January, 1995.
Certificate of authentication
This temporary Global Bond is duly authenticated (without recourse, warranty or
liability).
39
- ---------------------
Duly authorised
for and on behalf of
Morgan Guaranty Trust Company
of New York, London Office,
as Principal Paying Agent
40
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this temporary Global Bond have been made:
Remaining principal Notation
amount of this made on
Date Interest Principal temporary Global Bond behalf of
made paid paid following such payment the Issuer
(pound) (pound) (pound)
========= ========== ============== ==================== =========
========= ========== ============== ==================== =========
========= ========== ============== ==================== =========
========= ========== ============== ==================== =========
========= ========== ============== ==================== =========
========= ========== ============== ==================== =========
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41
PART II
EXCHANGES FOR DEFINITIVE BEARER BONDS AND
PURCHASES AND CANCELLATIONS
The following exchanges of a part of this temporary Global Bond for Definitive
Bearer Bonds and/or purchases and cancellations of a part of this temporary
Global Bond have been made:
Date Part of principal Part of Aggregate principal Notation
made amount of this principal amount of this made on
temporary amount of this temporary behalf of
Global Bond temporary Global Bond the Issuer
exchanged for Global Bond following such
Definitive Bearer purchased and exchange or purchase
Bonds cancelled and cancellation
(pound) (pound) (pound)
====== ================ =========== ==================== =========
====== ================ =========== ==================== =========
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42
EXHIBIT A
YORKSHIRE ELECTRICITY GROUP plc
(pound)200,000,000
9 1/4 per cent, Bonds due 2020
(the "Securities")
This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "Member Organisations") substantially to the effect
set forth in the Trust Deed, as of the date hereof; (pound)[ ] principal amount
of the above-captioned Securities (i) is owned by persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
l.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
If the Securities are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended, then this is also to
certify with respect to such principal amount of Securities set forth above
that, except as set forth below, we have received in writing, by tested telex or
by electronic transmission, from our Member Organisations entitled to a portion
of such principal amount, certifications with respect to such portion,
substantially to the effect set forth in the Trust Deed.
We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organisations to the effect that the statements made by such
Member Organisations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.
43
We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.
44
*Dated
[Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the
Euroclear System] [Cedel, societe anonyme]
By ___________________
Authorised Signatory
- ------------------
* To be dated no earlier than the date to which this certification
relates, namely (a) the payment date or (b) the date set for the
exchange of the temporary Global Bond for Definitive Bearer Bonds
45
We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.
*Dated
By _________________________
[Name of person giving certification] (As, or as agent for, the
beneficial owner(s) of those of the Securities to which this
certification relates)
- ------------------
* To be dated no earlier than the fifteenth day before the date to which
this certification relates, namely (a) the payment date or (b) the date
set for the exchange of the temporary Global Bond for Definitive Bearer
Bonds.
46
THE SECOND SCHEDULE
Part I
- FORM OF ORIGINAL BEARER BOND -
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
- -------------------------------------------------------------------------------
(pound)[1,000] [10,000] [100,000] XS0055251010 [SERIES] [Serial No.]
- -------------------------------------------------------------------------------
YORKSHIRE ELECTRICITY GROUP plc
(Incorporated in England with limited liability under the
Companies Act 1985 with registered number 2366995)
(pound)200,000,000 9 1/4 PER CENT. BONDS
DUE 2020
The issue of the Bonds was authorised by resolutions of the Board of Directors
of Yorkshire Electricity Group plc (the "Issuer") passed on 15th December, 1994
and by resolutions of a duly authorised Committee of the Board of Directors of
the Issuer passed on 4th and 5th January, 1995.
This Bond forms one of a series of Bonds constituted by a Trust Deed (the "Trust
Deed") dated 17th January, 1995 made between the Issuer and Bankers Trustee
Company Limited as trustee for the holders of the Bonds and issued either as
bearer bonds in the denominations of (pound)1,000, (pound)10,000 and
(pound)100,000 each with Coupons and one Talon attached or as registered bonds
in the denomination of (pound)1 each or an integral multiple thereof in an
aggregate principal amount of (pound)200,000,000.
The Issuer for value received and subject to and in accordance with the
Conditions endorsed hereon hereby promises to pay to the bearer on 17th January,
2020 (or on such earlier date as the principal sum hereunder mentioned may
become repayable in accordance with the said Conditions) the principal sum of:
(pound)[1,000] [10,000] [100,000] ([One] [Ten] [One Hundred] Thousand Pounds
Sterling)
together with interest on the said principal sum at the rate of 9 1/4 per cent.
per annum payable annually in arrear on 17th January and together with such
other amounts (if any) as may be payable, all subject to and in accordance with
the said Conditions and the provisions of the Trust Deed.
47
Neither this Bond nor the Coupons and Talon appertaining hereto shall be or
become valid or obligatory for any purpose unless and until this Bond has been
authenticated by or on behalf of the Principal Paying Agent.
48
IN WITNESS whereof this Bond has been executed on behalf of the issuer.
YORKSHIRE ELECTRICITY GROUP plc
By ________________________________
Director
Dated as of 17th January, 1995.
Issued in London, England.
Certificate of authentication
This Bond is duly authenticated (without recourse, warranty or liability).
- ---------------------
Duly authorized
for and on behalf of
Morgan Guaranty Trust Company
of New York, London Office,
as Principal Paying Agent
49
- FORM OF ORIGINAL COUPON -
On the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
YORKSHIRE ELECTRICITY GROUP PLC
(pound)200,000,000 9 1/4 PER CENT. BONDS
DUE 2020
Coupon appertaining to a Bond in the denomination of (pound)[1,000] [10,000]
[100,000].
This Coupon is separately Coupon for
negotiable, payable to bearer, and (pound)[92.50] [925.00] [9,250.00]
subject to the Conditions of the due on
said Bonds. 17th January, [ ]
- -------------------------------------------------------------------------------
[No.] (pound)[1,000] [10,000] [100,000] XS0055251010 [Series] [Serial No.]
- -------------------------------------------------------------------------------
50
- FORM OF ORIGINAL TALON -
On the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
YORKSHIRE ELECTRICITY GROUP PLC
(pound)200,000,000 9 1/4 PER CENT. BONDS DUE 2020
Talon appertaining to a Bond in the denomination of
(pound)[1,000][10,000][100,000]
On and after 17th January, [2005/2015] [ten/five] further Coupons [and a further
Talon] will be issued at the specified office of any of the Paying Agents set
out on the reverse hereof (and/or any other or further Paying Agents and/or
specified offices as may from time to time be duly appointed and notified to the
Bondholders) upon production and surrender of this Talon.
- -------------------------------------------------------------------------------
[No.] [1,000] [10,000] [100,000] XS0055251010 [Series] [Serial No.]
- -------------------------------------------------------------------------------
51
On the back of the Original Coupons and the Original Talons:
PRINCIPAL PAYING AGENT
Morgan Guaranty Trust Company of New York,
60 Victoria Embankment
London EC4Y 0JP
OTHER PAYING AGENTS
Morgan Guaranty Trust Company Banque Paribas Luxembourg S.A.
of New York 10A Boulevard Royal
Avenue des Arts 35 L-2093 Luxembourg
B-1040 Brussels
52
Part II
- FORM OF ORIGINAL REGISTERED BOND -
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
- --------------------------------------------------------------------------------
Certificate Number Transfer No. Holder Code Registration Amount
Date (pound)
- --------------------------------------------------------------------------------
YORKSHIRE ELECTRICITY GROUP plc
(Incorporated in England with limited liability
under the Companies Act 1985 with registered number 2366995)
(pound)200,000,000 9 1/4 PER CENT,
BONDS DUE 2020
Interest at the rate of 9 1/4 per cent. per annum is payable on the principal
amount of this Registered Bond annually in arrear on 17th January in each year,
subject to and in accordance with the Conditions endorsed hereon and the
provisions of the Trust Deed dated 17th January, 1995 constituting the Bonds.
THIS IS TO CERTIFY that ________________________ is/are the registered holder(s)
of _________________ in principal amount of the above-mentioned Registered Bonds
and is/are entitled on 17th January, 2020 (or on such earlier date as such
principal amount may become repayable in accordance with the Conditions) to the
repayment of such principal amount together with such other amounts (if any) as
may be payable, all subject to and in accordance with the said Conditions and
the provisions of the said Trust Deed.
IN WITNESS whereof this Registered Bond has been executed on behalf of the
Issuer.
YORKSHIRE ELECTRICITY GROUP plc
By: ___________________________
Director
This Certificate must be surrendered before any transfer of the whole or part of
the Registered Bonds herein mentioned can be registered.
53
- FORM OF TRANSFER OF REGISTERED BOND -
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
(pound) ________________ principal amount of this Registered Bond and all rights
hereunder, hereby irrevocably constituting and appointing _____________________
as attorney to transfer such principal amount of this Bond in the register
maintained by YORKSHIRE ELECTRICITY GROUP plc with full power of substitution.
Signature(s) of transferor(s) ____________________
--------------------
Date: __________________
N.B.:
1. This form of transfer must be accompanied by such documents, evidence
and information as may be required pursuant to the Conditions and must
be executed under the hand of the transferor or, if the transferor is a
corporation, either under its common seal or under the hand of two of
its officers duly authorised in writing and, in such latter case, the
document so authorising such officers must be delivered with this form
of transfer.
2. In each case the signature(s) must be guaranteed by a commercial bank
with a correspondent bank in New York City, Luxembourg or London or by
an institution which is a member of The New York Stock Exchange or The
American Stock Exchange in New York City or the Luxembourg Stock
Exchange or The Stock Exchange in London.
3. The signature(s) on this form of transfer must correspond with the
name(s) at it/they appear(s) on the face of this Registered Bond in
every particular, without alteration or enlargement or any change
whatever.
4. Registered Bonds are only transferable in amounts of (pound)1 or any
integral multiples thereof.
54
Part III
CONDITIONS OF THE BONDS -
[To be photocopied from final Offering Circular]
55
PRINCIPAL PAYING AGENT
Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y 0JP
OTHER PAYING AGENTS
Morgan Guaranty Trust Company Banque Paribas Luxembourg S.A.
of New York 10A Boulevard Royal
Avenue des Arts 35 L-2093 Luxembourg
B-1040 Brussels
REGISTRAR
For registration of transfers: For payments of principal:
The Royal Bank of Scotland plc The Royal Bank of Scotland plc
Registrar's Department 67 Lombard Street
P.O. Box 39 London EC3P 3DL
Caxton House
Redcliffe Way
Bristol BS99 7XF
and/or such other or further Principal Paying Agent, other Paying Agents and
Registrar and/or specified offices as may from time to time be appointed by the
Issuer with the approval of the Trustee and notice of which has been given to
the Bondholders.
56
THE THIRD SCHEDULE
REGISTER AND TRANSFER OF REGISTERED SECURITIES
1. The Issuer shall at all times ensure that the Registrar maintains in
Bristol, London, or at such other place as the Trustee may agree, a
register showing the amount of the Registered Securities from time to
time outstanding and the dates of issue and all subsequent transfers
and changes of ownership thereof and the names and addresses of the
holders of the Registered Securities. The Trustee and the holders of
the Registered Securities or any of them and any person authorised by
it or any of them may at all reasonable times during office hours
inspect the register and take copies of or extracts from it. The
register may be closed by the Issuer for such periods at such times
(not exceeding in total 30 days in any one year) as it may think fit.
2. Each Registered Security shall have an identifying certificate number
which shall be entered on the register.
3. The Registered Securities are transferable by execution of the form of
transfer endorsed thereon under the hand of the transferor or, where
the transferor is a corporation, under its common seal or under the
hand of two of its officers duly authorised in writing. In each case
the signature(s) must be guaranteed by a commercial bank with a
correspondent bank in New York City, Luxembourg or London or by an
institution which is a member of The New York Stock Exchange or The
American Stock Exchange in New York City or the Luxembourg Stock
Exchange or The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited.
4. The Registered Securities to be transferred must be delivered for
registration to the specified office of the Registrar or any Transfer
Agent with the form of transfer endorsed thereon duly completed and
executed and must be accompanied by such documents, evidence and
information as may be required pursuant to the Conditions and such
other evidence as the Issuer may reasonably require to prove the tide
of the transferor or his right to transfer the Registered Securities
and, if the form of transfer is executed by some other person on his
behalf or in the case of the execution of a form of transfer on behalf
of a corporation by its officers, the authority of that person or those
persons to do so.
5. The executors or administrators of a deceased holder of Registered
Securities (not being one of several joint holders) and in the case of
the death of one or more of several joint holders the survivor or
survivors of such joint holders shall be the only person or persons
recognised by the Issuer as having any title to such Registered
Securities.
6. Any person becoming entitled to Registered Securities in consequence of
the death or bankruptcy of the holder of such Registered Securities may
upon producing such evidence that he holds the position in respect of
which he proposes to act under this paragraph or of his title as the
Issuer shall require be registered himself as the holder of such
Registered Securities or, subject to the Preceding paragraphs as to
transfer, may transfer such Registered Securities. The issuer shall be
at liberty to retain any amount payable upon the Registered Securities
57
to which any person is so entitled until such person shall be
registered as aforesaid or shall duly transfer the Registered
Securities.
7. Unless otherwise requested by him, the holder of Registered Securities
of any series shall be entitled to receive only one Registered Security
in respect of his entire holding of such series.
8. The joint holders of Registered Securities of any series shall be
entitled to one Registered Security only in respect of their joint
holding of such series which shall, except where they otherwise direct,
be delivered to the joint holder whose name appears first in the
register of the holders of Registered Securities in respect of such
joint holding.
9. Where a holder of Registered Securities has transferred part only of
his holding of any series there shall be delivered to him without
charge a Registered Security in respect of the balance of such holding.
10. The Issuer shall make no charge to the Holders for the registration of
any holding of Registered Securities or any transfer thereof or for the
issue thereof or for the delivery, thereof at the specified office of
the Registrar or of any Transfer Agent or by post to the address
specified by the Holder. If any Holder entitled to receive a Registered
Security wishes to have the same delivered to him otherwise than at the
specified office of the Registrar or of any Transfer Agent, such
delivery shall be made, upon his written request to the Registrar or
such Transfer Agent, at his risk and (except where sent by post to the
address specified by the Holder) at his expense.
11. The holder of a Registered Security may (to the fullest extent
permitted by applicable laws) be treated at all times, by all persons
and for all purposes as the absolute owner of such Registered Security
notwithstanding any notice any person may have of the right, title,
interest or claim of any other person thereto. The Issuer and the
Trustee shall not be bound to see to the execution of any trust to
which any Registered Security may be subject and no notice of any trust
shall be entered on the register. The holder of a Registered Security
will be recognised by the Issuer as entitled to his Registered Security
free from any equity, set-off or counterclaim on the part of the Issuer
against the original or any intermediate holder of such Registered
Security.
58
THE FOURTH SCHEDULE
PROVISIONS FOR MEETINGS OF HOLDERS
1. (A) As used in this Schedule the following expressions shall
have the following meanings unless the context otherwise
requires:
(i) "voting certificate" shall mean an English language
certificate issued by a Paying Agent and dated in which it is
stated:
(a) that on the date thereof Bearer Securities (not being
Bearer Securities in respect of which a block voting
instruction has been issued and is outstanding in
respect of the meeting specified in such voting
certificate or any adjourned such meeting) were
deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its
order or under its control and that no such Bearer
Securities will cease to be so deposited or held
until the first to occur of:
(1) the conclusion of the meeting specified in
such certificate or, if later, of any
adjourned such meeting; and
(2) the surrender of the certificate to the
Paying Agent who issued the same; and
(b) that the bearer thereof is entitled to attend and
vote at such meeting and any adjourned such meeting
in respect of the Bearer Securities represented by
such certificate;
(ii) "block voting instruction" shall mean an English language
document issued by a Paying Agent and dated in which:
(a) it is certified that Bearer Securities (not being
Bearer Securities in respect of which a voting
certificate has been issued and is outstanding in
respect of the meeting specified in such block voting
instruction and any adjourned such meeting) have been
deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its
order or under its control and that no such Bearer
Securities will cease to be so deposited or held
until the first to occur of:
(1) the conclusion of the meeting specified in
such document or, if later, of any adjourned
such meeting; and
(2) the surrender to the Paying Agent not less
than 48 hours before the time for which such
meeting or any adjourned such meeting is
convened of the receipt issued by such
Paying Agent in respect of each such
deposited Bearer Security which is to be
released or (as the case may require) the
Bearer Security or Bearer Securities ceasing
59
with the agreement of the Paying Agent to be
held to its order or under its control and
the giving of notice by the Paying Agent to
the Issuer in accordance with paragraph 17
hereof of the necessary amendment to the
b1ock voting instruction;
(b) it is certified that each holder of such Bearer
Securities has instructed such Paying Agent that the
vote(s) attributable to the Bearer Security or Bearer
Securities so deposited or held should be cast in a
particular way in relation to the resolution or
resolutions to be put to such meeting or any
adjourned such meeting and that all such instructions
are during the period commencing hours prior to the
time for which such meeting or any adjourned such
meeting is convened and ending at the conclusion or
adjournment thereof neither revocable nor capable of
amendment;
(c) the aggregate principal amount of the Bearer
Securities so deposited or held are listed
distinguishing with regard to each such resolution
between those in respect of which instructions have
been given as aforesaid that the votes attributable
thereto should be cast in favour of the resolution
and those in respect of which instructions have been
so given that the votes attributable thereto should
be cast against the resolution; and
(d) one or more persons named in such document (each
hereinafter called a "proxy") is or are authorised
and instructed by such Paying Agent to cast the votes
attributable to the Bearer Securities so listed in
accordance with the instructions referred to in (c)
above as set out in such document;
(iii) "24 hours" shall mean a period of 24 hours including all or
part of a day upon which banks are open for business in both
the place where the relevant meeting is to be held and in each
of the places where the Paying Agents have their specified
offices (disregarding for this purpose the day upon which such
meeting is to be held) and such period shall be extended by
one period or, to the extent necessary, more periods of 24
hours until there is included as aforesaid all or part of a
day upon which banks are open for business in all of the
places as aforesaid; and
(iv) "48 hours" shall mean a period of 48 hours including all or
part of two days upon which banks are open for business both
in the place where the relevant meeting is to be held and in
each of the places where the Paying Agents have their
specified offices (disregarding for this purpose the day upon
which such meeting is to be held) and such period shall be
extended by one period or, to the extent necessary, more
periods of 24 hours until there is included as aforesaid all
or part of two days upon which banks are open for business in
all of the places as aforesaid.
(B) A holder of a Bearer Security may obtain a voting certificate in
respect of such Bearer Security from a Paying Agent or require a
Paying Agent to issue a block voting instruction in respect of such
Bearer Security by depositing such Bearer Security with such Paying
Agent or (to the satisfaction of such Paying Agent) by such Bearer
before being held to its order or under its control, in each case not
less than 48 hours the time fixed for the relevant meeting and on the
terms set out in sub-paragraph (i)(a) or (ii)(a) above (as the case
may be), and (in the case of a block voting instruction) instructing
60
such Paying Agent to the effect set out in sub-paragraph (ii)(b)
above. The holder of any voting certificate or the proxies named in
any block voting instruction shall for all purposes in connection with
the relevant meaning or adjourned meeting of Holders be deemed to be
the holder of the Bearer Securities to which such voting certificate
or block voting instruction relates and the Paying Agent with which
such Bearer Securities have been deposited or the person holding the
same to the order or under the control of such Paying Agent shall be
deemed for such purposes not to be the holder of those Bearer
Securities.
(C) (i) A holder of Registered Securities may, by an instrument in
writing in the English language (a "form of proxy") signed by
the holder or, in the case of a corporation, executed under
its common seal or signed on its behalf by an attorney or a
duly authorised officer of the corporation and delivered to
the specified office of the Registrar not less than 48 hours
before the time fixed for the relevant meeting, appoint any
person (a "proxy") to act on his or its behalf in connection
with any meeting of the Holders and any adjourned such
meeting.
(ii) Any holder of Registered Securities which is a corporation may
by resolution of its directors or other governing body
authorise any person to act as its representative (a
"representative") in connection with any meeting of the
Holders and any adjourned such meeting.
(iii) Any proxy appointed pursuant to sub-paragraph (i) above or
representative appointed pursuant to sub-paragraph (ii) above
shall so long as such appointment remains in force be deemed,
for all purposes in connection with the relevant meeting or
adjourned meeting of the Holders, to be the holder of the
Registered Securities to which such appointment relates and
the holder of the Registered Securities shall be deemed for
such purposes not to be the holder.
2. The Issuer or the Trustee may at any time and the Issuer shall upon a
requisition in writing signed by the holders of not less than one-tenth
in principal amount of the Securities of any series for the time being
outstanding convene a meeting of the Holders and if the Issuer makes
default for a period of seven days in convening such a meeting the same
may be convened by the Trustee or the requisitionists. Every such
meeting shall be held at such time and place as the Trustee may appoint
or approve.
3. At least 21 days' notice (exclusive of the day on which the notice is
given and the day on which the meeting is to be held) specifying the
place, day and hour of meeting shall be given to the Holders prior to
any meeting of the Holders in the manner provided by Condition 15.
Such notice, which shall be in the English language, shall state
generally the nature of the business to be transacted at the meeting
thereby convened but (except for an Extraordinary Resolution) it shall
not be necessary to specify in such notice the terms of any resolution
61
to be proposed. Such notice shall include statements, if applicable,
to the effect that (i) Bearer Securities may, not less than 48 hours
before the time fixed for the meeting, be deposited with Paying Agents
or (to their satisfaction) held to their order or under their control
for the purpose of obtaining voting certificates or appointing proxies
and (ii) the holders of Registered Securities may appoint proxies by
executing and delivering a form of proxy in the English language to
the specified office of the Registrar not less than 48 hours before
the time fixed for the meeting or, in the case of corporations, may
appoint representatives by resolution of their directors or other
governing body. A copy of the notice shall be sent by post to the
Trustee (unless the meeting is convened by the Trustee) and to the
Issuer (unless the meeting is convened by the Issuer).
4. A person (who may but need not be a Holder) nominated in writing by the
Trustee shall be entitled to take the chair at the relevant meeting or
adjourned meeting but if no such nomination is made or if at any
meeting or adjourned meeting the person nominated shall not be present
within 15 minutes after the time appointed for holding the meeting or
adjourned meeting the Holders present shall choose one of their number
to be Chairman. The Chairman of an adjourned meeting need not be the
same person as was Chairman of the meeting from which the adjournment
took place.
5. At any such meeting one or more persons present holding Securities or
voting certificates or being proxies or representatives and holding or
representing in the aggregate not less than one- twentieth of the
principal amount of the Securities for the time being outstanding
shall (except for the purpose of passing an Extraordinary Resolution)
form a quorum for the transaction of business and no business (other
than the choosing of a Chairman) shall be transacted at any meeting
unless the requisite quorum be present at the commencement of the
relevant business. The quorum at any such meeting for passing an
Extraordinary Resolution shall (subject as provided below) be one or
more persons present holding Securities or voting certificates or
being proxies or representatives and holding or representing in the
aggregate a clear majority in principal amount of the Securities for
the time being outstanding PROVIDED THAT at any meeting the business
of which includes any of the following matters (each of which shall,
subject only to Clause 18(B)(ii), only be capable of being effected
after having been approved by Extraordinary Resolution) namely:
(i) reduction or cancellation of the amount payable or, where
applicable, modification (except where such modification is,
in the opinion of the Trustee, bound to result in an
increase), of the method of calculating the amount payable or
modification of the date of payment or, where applicable, of
the method of calculating the date of payment in respect of
any principal, premium or interest in respect of the
Securities;
(ii) alteration of the currency in which payments under the
Securities and Coupons are to be made;
(iii) alteration of the majority required to pass an Extraordinary
Resolution;
(iv) the sanctioning of any such scheme or proposal as is described
in paragraph 18(I) below; and
(v) alteration of this proviso or the proviso to paragraph 6
below;
62
the quorum shall be one or more persons present holding
Securities or voting certificates or being proxies or
representatives and holding or representing in the aggregate
not less than two-thirds of the principal amount of the
Securities for the time being outstanding.
6. If within 15 minutes (or such longer period not exceeding 30 minutes
as the Chairman may decide) after the time appointed for any such
meeting a quorum is not present for the transaction of any particular
business, then, subject and without prejudice to the transaction of
the business (if any) for which a quorum is present, the meeting shall
if convened upon the requisition of Holders be dissolved. In any other
case it shall stand adjourned to the same day in the next week (or if
such day is a public holiday the next succeeding business day) at the
same time and place (except in the case of a meeting at which an
Extraordinary Resolution is to be proposed in which case it shall
stand adjourned for such period, being not less than 14 clear days nor
more than 42 clear days, and to such place as may be appointed by the
Chairman either at or subsequent to such meeting and approved by the
Trustee). If within 15 minutes (or such longer period not exceeding 30
minutes as the Chairman may decide) after the time appointed for any
adjourned meeting a quorum is not present for the transaction of any
particular business, then, subject and without prejudice to the
transaction of the business (if any) for which a quorum is present,
the Chairman may either (with the approval of the Trustee) dissolve
such meeting or adjourn the same for such period, being not less than
14 clear days (but without any maximum number of clear days), and to
such place as may be appointed by the Chairman either at or subsequent
to such adjourned meeting and approved by the Trustee, and the
provisions of this sentence shall apply to all further adjourned such
meetings. At any adjourned meeting one or more persons present holding
Securities or voting certificates or being proxies or representatives
(whatever the principal amount of the Securities so held or
represented by them) shall (subject as provided below) form a quorum
and shall (subject as provided below) have power to pass any
Extraordinary Resolution or other resolution and to decide upon all
matters which could properly have been dealt with at the meeting from
which the adjournment took place had the requisite quorum been present
PROVIDED THAT at any adjourned meeting the quorum for the transaction
of business comprising any of the matters specified in the proviso to
paragraph 5 above shall be one or more persons present holding
Securities or voting certificates or being proxies or representatives
and holding or representing in the aggregate not less than one-third
of the principal amount of the Securities for the time being
outstanding.
7. Notice of any adjourned meeting at which an Extraordinary Resolution is
to be submitted shall be given in the same manner as notice of an
original meeting but as if 10 were substituted for 21 in paragraph 3
above and such notice shall state the relevant quorum. Subject as
aforesaid it shall not be necessary to give any notice of an adjourned
meeting.
8. Every question submitted to a meeting shall be decided in the first
instance by a show of hands and in case of equality of votes the
Chairman shall both on a show of hands and on a poll have a casting
vote in addition to the vote or votes (if any) to which he may be
entitled as a Holder or as a holder of a voting certificate or as a
proxy or as a representative.
9. At any meeting unless a poll is (before or on the declaration of the
result of the show of hands) demanded by the Chairman, the Issuer, the
Trustee or any person present holding a Security or a voting
63
certificate or being a proxy or representative (whatever the principal
amount of the Securities so held or represented by him) a declaration
by the Chairman that a resolution has been carried or carried by a
particular majority or lost or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such
resolution.
10. Subject to paragraph 12 below, if at any such meeting a poll is so
demanded it shall betaken in such manner and subject as hereinafter
provided either at once or after an adjournment as the Chairman directs
and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of
the poll. The demand for a poll shall not prevent the continuance of
the meeting for the transaction of any business other than the motion
on which the poll has been demanded.
11. The Chairman may with the consent of (and shall if directed by) any
such meeting adjourn the same from time to time and from place to place
but no business shall be transacted at any adjourned meeting except
business which might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment took place.
12. Any poll demanded at any such meeting on the election of a Chairman or
on any question of adjournment shall be taken at the meeting without
adjournment.
13. The Trustee and its lawyers and financial advisers and any director,
officer or employee of a corporation being a trustee of these presents
and any director or officer of the Issuer and its lawyers and its
accountants and financial advisers and any other person authorised so
to do by the Trustee may attend and speak at any meeting. Save as
aforesaid, but without prejudice to the proviso to the definition of
"outstanding" in Clause 1, no person shall be entitled to attend and
speak nor shall any person be entitled to vote at any meeting of the
Holders or join with others in requesting the convening of such a
meeting or to exercise the rights conferred on the Holders by
Conditions 11 and 12 unless he either produces the Bearer Security or
Bearer Securities of which he is the holder or a voting certificate or
is a proxy or a representative or is the holder of a Registered
Security or Registered Securities. No person shall be entitled to vote
at any meeting in respect of Securities held by, for the benefit of,
or on behalf of, the Issuer, any Subsidiary of the Issuer, any holding
company of the Issuer or any other Subsidiary of any such holding
company. Nothing herein shall prevent any of the proxies named in any
block voting instruction or form of proxy or any representative from
being a director, officer or representative of or others connected
with the Issuer.
14. Subject as provided in paragraph 13 hereof at any meeting:
(A) on a show of hands every person who is present in person and
produces a Bearer Security or voting certificate or is a
holder of Registered Securities or is a proxy or
representative shall have one vote; and
(B) on a poll every person who is so present shall have one vote
in respect of each (pound)1 or such other amount as the
Trustee may in its absolute discretion stipulate (or, in the
case of meetings of holders of Securities denominated in
another currency, such amount in such other currency as the
64
Trustee in its absolute discretion may stipulate) in principal
amount of the Securities so produced or represented by the
voting certificate so produced or in respect of which he is a
proxy or representative or in respect of which he is the
holder.
Without prejudice to the obligations of the proxies named in any block
voting instruction or form of proxy any person entitled to more than
one vote need not use all his votes or cast all the votes to which he
is entitled in the same way.
15. The proxies named in any block voting instruction or form of proxy and
representatives need not be Holders.
16. Each block voting instruction together (if so requested by the
Trustee) with proof satisfactory to the Trustee of its due execution
on behalf of the relevant Paying Agent and each form of proxy shall be
deposited by the relevant Paying Agent or (as the case may be) by the
Registrar at such place as the Trustee shall approve not less than 24
hours before the time appointed for holding the meeting or adjourned
meeting at which the proxies named in the block voting instruction or
form of proxy propose to vote and in default the block voting
instruction or form of proxy shall not be treated as valid unless the
Chairman of the meeting decides otherwise before such meeting or
adjourned meeting proceeds to business. A nationally certified copy of
each block voting instruction and form of proxy shall be deposited
with the Trustee before the commencement of the meeting or adjourned
meeting but the Trustee shall not thereby be obliged to investigate or
be concerned with the validity of or the authority of the proxies
named in any such block voting instruction or form of proxy.
17. Any vote given in accordance with the terms of a block voting
instruction or form of proxy shall be valid notwithstanding the
previous revocation or amendment of the block voting instruction or
form of proxy or of any of the Holders' instructions pursuant to which
it was executed provided that no intimation in writing of such
revocation or amendment shall have been received from the relevant
Paying Agent or in the case of a Registered Security from the holder
thereof by the Issuer at its registered office (or such other place as
may have been required or approved by the Trustee for the purpose) by
the time being 24 hours and 48 hours respectively before the time
appointed for holding the meeting or adjourned meeting at which the
block voting instruction or form of proxy is to be used.
18. A meeting of the Holders shall in addition to the powers hereinbefore
given have the following powers exercisable only by Extraordinary
Resolution (subject to the provisions relating to quorum contained in
paragraphs 5 and 6 above) namely:
(A) Power to sanction any compromise or arrangement proposed to be
made between the Issuer, the Trustee, any Appointee and the
Holders and Couponholders or any of them.
(B) Power to sanction any abrogation, modification, compromise or
arrangement in respect of the rights of the Trustee, any
Appointee, the Holders, the Couponholders or the Issuer
against any other or others of them or against any of their
property whether such rights shall arise under these presents
or otherwise.
65
(C) Power to assent to any modification of the provisions of these
presents which shall be proposed by the Issuer, the Trustee or
any Holder.
(D) Power to give any authority or sanction which under the
provisions of these presents is required to be given by
Extraordinary Resolution.
(E) Power to appoint any persons (whether Holders or not) as a
committee or committees to represent the interests of the
Holders and to confer upon such committee or committees any
powers or discretions which the Holders could themselves
exercise by Extraordinary Resolution.
(F) Power to approve of a person to be appointed a trustee and
power to remove any trustee or trustees for the time being of
these presents.
(G) Power to discharge or exonerate the Trustee and/or any
Appointee from all liability in respect of any act or omission
for which the Trustee and/or such Appointee may have become
responsible under these presents.
(H) Power to authorise the Trustee and/or any Appointee to concur
in and execute and do all such deeds, instruments, acts and
things as may be necessary to carry out and give effect to any
Extraordinary Resolution.
(I) Power to sanction any scheme or proposal for the exchange or
sale of the Securities for or the conversion of the Securities
into or the cancellation of the Securities in consideration of
shares, stock, bonds, notes, debentures, debenture stock
and/or other obligations and/or securities of the Issuer or
any other company formed or to be formed, or for or into or in
consideration of cash, or partly for or into or in
consideration of such shares, stock, bonds, notes, debentures,
debenture stock and/or other obligations and/or securities as
aforesaid and partly for or into or in consideration of cash.
19. Any resolution passed at a meeting of the Holders duly convened and
held in accordance with these presents shall be binding upon all the
Holders whether present or not present at such meeting and whether or
not voting and upon all Couponholders and each of them shall be bound
to give effect thereto accordingly and the passing of any such
resolution shall be conclusive evidence that the circumstances justify
the passing thereof. Notice of the result of the voting on any
resolution duly considered by the Holders shall be published in
accordance with Condition 15 by the Issuer within 14 days of such
result being known PROVIDED THAT the non-publication of such notice
shall not invalidate such result.
20. The expression "Extraordinary Resolution" when used in these presents
means a resolution passed at a meeting of the Holders duly convened
and held in accordance with these presents by a majority consisting of
not less than three-fourths of the persons voting thereat upon a show
of hands or if a poll is duly demanded by a majority consisting of not
less than three-fourths of the votes cast on such poll.
66
21. Minutes of all resolutions and proceedings at every meeting of the
Holders shall be made and entered in books to be from time to time
provided for that purpose by the Issuer and any such Minutes as
aforesaid if purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings transacted shall be
conclusive evidence of the matters therein contained and until the
contrary is proved every such meeting in respect of the proceedings of
which Minutes have been made shall be deemed to have been duly held
and convened and all resolutions passed or proceedings transacted
thereat to have been duly passed or transacted.
22. (A) If and whenever the Issuer shall have issued and have out-
standing Securities of more than one series the foregoing
provisions of this Schedule shall have effect subject to the
following modifications:
(i) a resolution which in the opinion of the Trustee
affects the Securities of only one series shall be
deemed to have been duly passed if passed at a
separate meeting of the holders of the Securities of
that series;
(ii) a resolution which in the opinion of the Trustee
affects the Securities of more than one series but
does not give rise to a conflict of interest between
the holders of Securities of any of the series so
affected shall be deemed to have been duly passed if
passed at a single meeting of the holders of the
Securities of all the series so affected,
(iii) a resolution which in the opinion of the Trustee
affects the Securities of more than one series and
gives or may give rise to a conflict of interest
between the holders of the Securities of one series
or group of series so affected and the holders of the
Securities of another series or group of series so
affected shall be deemed to have been duly passed
only if passed at separate meetings of the holders of
the Securities of each series or group of series so
affected, and
(iv) to all such meetings all the preceding provisions of
this Schedule shall mutatis mutandis apply as though
references therein to Securities, Holders and holders
were references to the Securities of the series or
group of series in question or to the holders of such
Securities, as the case may be.
(B) If the Issuer shall have issued and have outstanding
Securities which are not denominated in pounds sterling, in
the case of any meeting of holders of Securities of more
than one currency the principal amount of such Securities
shall (i) for the purposes of paragraph 2 above be the
equivalent in pounds sterling at the spot rate of a bank
nominated by the Trustee for the conversion of the relevant
currency or currencies into pounds sterling on the seventh
dealing day prior to the day on which the requisition in
writing is received by the Issuer and (ii) for the purposes
of paragraphs 5, 6 and 14 above (whether in respect of the
meeting or any adjourned such meeting or any poll resulting
therefrom) be the equivalent at such spot rate on the
seventh dealing day prior to the day of such meeting. In
such circumstances, on any poll each person present shall
have one vote for each(pound)1 (or such other pound sterling
67
amount as the Trustee may in its absolute discretion
stipulate) in principal amount of the Securities (converted
as above) which he holds or represents.
23. Subject to all other provisions of these presents the Trustee may
without the consent of the Issuer, the Holders or the Couponholders
prescribe such further regulations regarding the requisitioning and/or
the holding of meetings of Holders and attendance and voting thereat as
the Trustee may in its sole discretion think fit.
68
THE COMMON SEAL of )
YORKSHIRE ELECTRICITY ) SEAL
GROUP plc )
was affixed to this deed in the )
presence of:
A. W. J. COLEMAN
Director
R. DICKINSON
Secretary
THE COMMON SEAL of )
BANKERS TRUSTEE ) SEAL
COMPANY LIMITED was )
affixed to this deed in the )
presence of:
C. STRAKOSCH
Director
MARK P. JONES
Assistant Secretary