NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 09 : 3776 Section 09SUBSCRIPTION AND SALEThe Dealers have, in a programme agreement (the Programme Agreement) dated on or around13 August 2007, agreed with the Issuer and NIG a basis upon which they or any of them may fromtime to time agree to purchase Trust Certificates. Any such agreement will extend to those mattersstated under “Terms and Conditions of the Trust Certificates”. In the Programme Agreement, eachof the Issuer and NIG has agreed to reimburse the Dealers for certain of their expenses inconnection with the establishment and any future update of the Programme and the issue of TrustCertificates under the Programme.United StatesThe Trust Certificates have not been and will not be registered under the Securities Act and maynot be offered or sold within the United States or to, or for the account or benefit of, U.S. personsexcept in accordance with Regulation S under the Securities Act or pursuant to an exemption fromthe registration requirements of the Securities Act. Each Dealer has represented and agreed thatit has offered and sold any Trust Certificates, and will offer and sell any Trust Certificates (a) as partof their distribution at any time and (b) otherwise until 40 days after the completion of thedistribution of all Trust Certificates of the Series of which such Trust Certificates are a part asdetermined and certified as provided below, only in accordance with Rule 903 of Regulation Sunder the Securities Act. Each Dealer who purchases Trust Certificates of a Series (or in the caseof a sale of a Series of Trust Certificates issued to or through more than one Dealer, each of suchDealers as to the Trust Certificates of such Series to be purchased by or through it or, in the caseof a syndicated issue, the relevant Lead Manager) shall determine and certify to the PrincipalPaying Agent the completion of the distribution of the Trust Certificates of such Series. On thebasis of such notification or notifications, the Principal Paying Agent has agreed to notify suchDealer/Lead Manager of the end of the distribution compliance period with respect to such Series.Each Dealer has also agreed that, at or prior to confirmation of sale of Trust Certificates, it will havesent to each distributor, dealer or person receiving a selling concession, fee or other remunerationthat purchases Trust Certificates from it during the distribution compliance period a confirmationor notice to substantially the following effect:“The Securities covered hereby have not been registered under the U.S. Securities Act of1933, as amended (the Securities Act), and may not be offered or sold within the UnitedStates or to, or for the account or benefit of, U.S. persons (i) as part of their distribution atany time or (ii) otherwise until 40 days after the completion of the distribution of theSecurities as determined and certified by the relevant Dealer, in the case of a nonsyndicatedissue, or the Lead Manager, in the case of a syndicated issue, and except ineither case in accordance with Regulation S under the Securities Act. Terms used abovehave the meanings given to them by Regulation S.”Terms used in this sub-section have the meanings given to them by Regulation S.Each Dealer has represented and agreed, and each further Dealer appointed under the Programmewill be required to represent and agree, that it, its affiliates or any persons acting on its or theirbehalf have not engaged and will not engage in any directed selling efforts with respect to anyTrust Certificate, and it and they have complied and will comply with the offering restrictionsrequirement of Regulation S.European Economic AreaIn relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a Relevant Member State), each Dealer has represented and agreed,and each further Dealer appointed under the Programme will be required to represent and agree,that with effect from and including the date on which the Prospectus Directive is implemented inthat Relevant Member State (the Relevant Implementation Date) it has not made and will not95