National Grid 2008 Annual Report Download - page 141

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 52187
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 45
Description: EXH 2(B).5.1
0/2524.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/524/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 52187
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.5.1, Doc: 4, Page: 45 Description: EXH 2(B).5.1
0/2524.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/524/2*
(the National Grid Restructurin
g
Event and Ratin
g
Down
g
rade or the National Grid Restructurin
g
Event and
Ne
g
ative Ratin
g
Event, as the case may be, occurrin
g
within the National Grid Restructurin
g
Period, to
g
ether
called a “Put Event”),
then the holder of each Instrument issued by National Grid will have the option upon the
g
ivin
g
of a Put Notice
(as defined in Condition 5.6.4) to require National Grid to redeem or, at the option of National Grid, purchase (or
procure the purchase of) such Instrument on the Put Date (as defined in Condition 5.6.4) at its principal amount
together with accrued interest to the Put Date.
Promptly upon National Grid becomin
g
aware that a Put Event has occurred, National Grid shall, or at any time
upon the Trustee becomin
g
similarly so aware the Trustee may, and if so requested in writin
g
by the holders of at
least one-quarter in principal amount of the Instruments then outstandin
g
or if so directed by an Extraordinary
Resolution of the Instrumentholders, the Trustee shall, give notice (a “Put Event Notice”) to the
Instrumentholders in accordance with Condition 14 specifyin
g
the nature of the Put Event and the procedure (as
set out in Condition 5.6.4) for exercising the option contained in this Condition 5.6.1.
National Grid shall, forthwith upon becomin
g
aware of the occurrence of the National Grid Restructurin
g
Event
(a) provide the Trustee with the relevant Directors’ Report and (b) provide or procure that the Reportin
g
Accountants provide the Trustee with the Accountants’ Report. The Directors’ Report and the Accountants’
Report shall, in the absence of manifest error, be conclusive and bindin
g
on all concerned, includin
g
the Trustee
and the Instrumentholders. The Trustee shall be entitled to act, or not act, and rely on without bein
g
expected to
verify the accuracy of the same (and shall have no liability to Instrumentholders for doing so) any Directors’
Report and/or any Accountants’ Report (whether or not addressed to it).
45
(a) (if at the time that the National Grid Restructurin
g
Event occurs there are Rated Securities) a Ratin
g
Downgrade in respect of the National Grid Restructuring Event occurs; or
(b) (if at the time that the National Grid Restructurin
g
Event occurs there are no Rated Securities) a Ne
g
ative
Rating Event in respect of the National Grid Restructuring Event occurs,
5.6.2
For the purposes of this Conditio
n
“Accountants’ Report” means a report of the Reportin
g
Accountants statin
g
whether the amounts included in
the calculation of the Operatin
g
Profit and the amount for Consolidated Operatin
g
Profit as included in the
Directors’ Report have been accurately extracted from the accountin
g
records of National Grid and its
Subsidiaries and whether the Disposal Percentage included in the Directors’ Report has been correctly
calculated which will be prepared pursuant to an en
g
a
g
ement letter to be entered into by the Reportin
g
Accountants, National Grid and the Trustee.
National Grid shall use reasonable endeavours to procure that there shall at the relevant time be Reportin
g
Accountants who have (a) entered into an en
g
a
g
ement letter with National Grid and the Trustee which shall
(i) not limit the liability of the Reportin
g
Accountants to the Trustee by reference to a monetary cap and (ii) be
available for inspection by Instrumentholders at the principal office of the Trustee or (b)