NIG Prospectus - London Stock Exchange

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Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05(c) a purchase undertaking deed entered into by the Obligor dated on or about 13 August 2007(the Purchase Undertaking), containing the form of sale agreement (the Sale Agreement)to be executed by the Obligor, the Issuer and the Trustee on the Maturity Date or, as thecase may be, the relevant Dissolution Date;(d)(e)(f)(g)(h)(i)(j)a sale undertaking deed entered into by the Issuer dated on or about 13 August 2007 (theSale Undertaking) containing the form of sale agreement (the Sale Agreement) to beexecuted by the Obligor, the Issuer and the Trustee on the relevant Dissolution Date;the Trust Deed;the Agency Agreement;a corporate services agreement between Walkers SPV Limited (as provider of corporateservices to the Issuer) and the Issuer dated on or about 13 August 2007 (the CorporateServices Agreement);a programme agreement between the Issuer, the Trustee, NIG and the Dealers dated on orabout 13 August 2007 (the Programme Agreement);a costs undertaking deed entered into by NIG dated on or about 13 August 2007 (the CostsUndertaking); andthe applicable Final Terms.The statements in the Conditions include summaries of, and are subject to, the detailed provisionsof the Trust Deed and the Agency Agreement.Each initial Certificateholder, by its acquisition and holding of its interest in a Trust Certificate, shallbe deemed to authorise and direct the Issuer (acting as trustee on behalf of the Certificateholders)to enter into each Transaction Document to which it is a party, subject to the terms and conditionsof the Trust Deed and these Conditions and to pay the sums paid by it in respect of its TrustCertificates to the Mudarib for investment in accordance with the Investment Plan (as definedbelow). Such amount will constitute the capital of the mudarabah constituted by the MudarabahAgreement. The Mudarib will invest such capital in accordance with an investment plan preparedby the Mudarib and scheduled to the Supplemental Mudarabah Agreement (the InvestmentPlan). The Investment Plan will permit certain investments to be made in NIG’s business activities.1. INTERPRETATION1.1 DefinitionsWords and expressions defined in the Trust Deed and the Agency Agreement or used in theapplicable Final Terms shall have the same meanings where used in the Conditions unlessthe context otherwise requires or unless otherwise stated and provided that, in the eventof inconsistency between any such document and the applicable Final Terms, the applicableFinal Terms will prevail. In addition, in these Conditions the following expressions have thefollowing meanings:Calculation Agent means the Principal Paying Agent or such other Person specified in theapplicable Final Terms as the party responsible for calculating the Periodic DistributionAmount and/or such other amount(s) as may be specified in the applicable Final Terms inaccordance with Condition 8;Dissolution Amount means, as appropriate, the Final Dissolution Amount, the EarlyDissolution Amount (Tax), the Optional Dissolution Amount (Call), the Dissolution Amountfor the purposes of Condition 14 or such other amount in the nature of a redemption amountas may be specified in, or determined in accordance with the provisions of, the applicableFinal Terms;34
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05Dissolution Date means, as the case may be, (a) following the occurrence of a DissolutionEvent (as defined in Condition 14), the date on which the Trust Certificates are dissolved inaccordance with the provisions of Condition 14, (b) the date on which the Trust Certificatesare dissolved in accordance with the provisions of Condition 11.2, or (c) the OptionalDissolution Date (Call);Extraordinary Resolution has the meaning given in Schedule 4 to the Master Trust Deed;Payment Business Day means:(a)(b)a day on which banks in the relevant place of surrender of the Certificate ofRegistration (as defined in Condition 2.2) are open for presentation and payment ofregistered securities and for dealings in foreign currencies; andin the case of payment by transfer to an account:(i)(ii)if the currency of payment is euro, a TARGET Settlement Day and a day onwhich dealings in foreign currencies may be carried on in each (if any) AdditionalFinancial Centre; orif the currency of payment is not euro, any day which is a day on which dealingsin foreign currencies may be carried on in the principal financial centre of thecurrency of payment and in each (if any) Additional Financial Centre;Periodic Distribution Amount means, in relation to a Trust Certificate and a ReturnAccumulation Period, the amount of profit distribution payable in respect of that TrustCertificate for that Return Accumulation Period which amount may be a Fixed Amount, aBroken Amount or an amount otherwise calculated in accordance with Condition 7 orCondition 8;Person means any individual, company, corporation, firm, partnership, joint venture,association, organisation, state or agency of a state or other entity, whether or not havingseparate legal personality;Rate means the rate or rates (expressed as a percentage per annum) representing a definedshare of the profits distributable by the Trustee in respect of the Trust Certificates specifiedin the applicable Final Terms or calculated or determined in accordance with the provisionsof these Conditions and/or the applicable Final Terms;Rating Agencies means the rating agencies, each of which has assigned a credit rating tothe Trust Certificates, and their successors, and each a Rating Agency;Record Date means, in the case of the payment of a Periodic Distribution Amount, the datefalling on the fifteenth day before the relevant Periodic Distribution Date and, in the case ofthe payment of a Dissolution Amount, the date falling two Payment Business Days beforethe Maturity Date or Dissolution Date, as the case may be, or other due date for paymentof the relevant Periodic Distribution Amount;Reference Banks means the principal London office of each of four major banks engaged inthe London or Eurozone inter-bank market selected by or on behalf of the Issuer, providedthat once a Reference Bank has first been selected by or on behalf of the Issuer, suchReference Bank shall not be changed unless it ceases to be capable of acting as such;Relevant Date means, in relation to any payment, whichever is the later of (a) the date onwhich the payment in question first becomes due and (b) if the full amount payable has notbeen received in the principal financial centre of the currency of payment by the PrincipalPaying Agent on or prior to such due date, the date on which the full amount has been soreceived;35
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NIG Prospectus - London Stock Exchange

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