National Grid 2008 Annual Report Download - page 146

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 40262
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: 50
Description: EXH 2(B).5.1
0/2529.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/529/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 40262
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: 50 Description: EXH 2(B).5.1
0/2529.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/529/2*
50
5.6.2
For the purposes of this Conditio
n
“Electricity Act” means the Electricity Act 1989 as amended or re-enacted from time to time and all subordinate
le
g
islation made
p
ursuant thereto;
“Electricity Transmission Licence” means the transmission licence, as subsequently amended from time to
time, ori
g
inall
y
g
ranted b
y
the Secretar
y
of State for Ener
gy
to NGET under the Electricit
y
Act;
“Negative Certification” means, on the occurrence of an NGET Restructurin
g
Event, such event or events bein
g
certified in writin
g
by an independent financial adviser appointed by NGET and approved by the Trustee (or, if
NGET shall not have appointed such an adviser within 21 days after becomin
g
aware of the occurrence of such
NGET Restructurin
g
Event, appointed by the Trustee (followin
g
consultation with NGET)) as bein
g
in its opinion
materially prejudicial to the interests of the Instrumentholders. Any Ne
g
ative Certification by an independent
financial adviser as to whether or not, in its opinion, any event defined as an NGET Restructurin
g
Event is
materially prejudicial to the interests of the Instrumentholders shall, in the absence of manifest error, be
conclusive and binding upon NGET, the Trustee, the Instrumentholders and the Couponholders;
“Negative Rating Event” shall be deemed to have occurred if NGET is unable as a result of an NGET
Restructurin
g
Event to obtain a ratin
g
of the Instruments or of any other comparable unsecured and
unsubordinated debt of NGET (or of any Subsidiary of NGET and which is
g
uaranteed on an unsecured and
unsubordinated basis by NGET) having an initial maturity of five years or more (“Rateable Debt”) from a Ratin
g
Agency of at least investment grade (BBB-/Baa3, or their respective equivalents for the time bein
g
), which ratin
g
NGET shall use all reasonable endeavours to obtain, provided that a Ne
g
ative Ratin
g
Event shall not be deemed
to have occurred in respect of a particular NGET Restructurin
g
Event if the Ratin
g
A
g
ency makin
g
the relevant
reduction or declinin
g
to assi
g
n a ratin
g
of at least investment
g
rade (as described above) does not announce or
publicly confirm or otherwise inform the Trustee that the reduction or its declinin
g
to assi
g
n a ratin
g
of at least
investment
g
rade was the result, in whole or in part, of any event or circumstance comprised in or arisin
g
as a
result of, or in res
p
ect of, the a
pp
licable NGET Restructurin
g
Event;
“NGET Restructuring Event” means the occurrence of any one or more of the following events:
(a) the Secretary of State for Trade and Industry or any official succeedin
g
to his functions
g
ives NGET written
notice of revocation of the Electricity Transmission Licence in accordance with the terms as to revocation
set out in Schedule 2 of the Electricity Transmission Licence, such revocation to become effective not later
than the Maturity Date of the Instruments or NGET a
g
rees in writin
g
with the Secretary of State for Trade
and Industry or any official succeedin
g
to his functions to any revocation or surrender of the Electricity
Transmission Licence or any le
g
islation (whether primary or subordinate) is enacted terminatin
g
or revokin
g
the Electricity Transmission Licence; or
(b) any modification is made to the terms and conditions of the Electricity Transmission Licence other than such
a modification which the Trustee, in its