National Grid 2008 Annual Report Download - page 147

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 60051
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: 51
Description: EXH 2(B).5.1
0/2530.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/530/2*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 60051
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: 51 Description: EXH 2(B).5.1
0/2530.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/530/2*
“NGET Restructuring Period” means:
“Rated Securities” means (a) the Instruments or (b) such 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) havin
g
an initial maturity of five years or more selected by NGET from time to time for the purpose of this
definition with the approval of the Trustee and which possesses an investment grade rating (BBB-/Baa3, or their
respective equivalents for the time bein
g
, or better) by any Ratin
g
A
g
ency (whether at the invitation of NGET or
by its own volition);
“Rating Agency” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
any of its Subsidiaries and their successors or Moody’s Investors Service, Inc., or any of its Subsidiaries and their
successors or any ratin
g
a
g
ency substituted for either of them (or any permitted substitute of them) by NGET
from time to time with the prior written approval of the Trustee;
“Rating Downgrade” shall be deemed to have occurred in respect of an NGET Restructurin
g
Event if the ratin
g
assi
g
ned to the Rated Securities by any Ratin
g
A
g
ency which is current immediately prior to the occurrence of an
NGET Restructurin
g
Event (whether provided by a Ratin
g
A
g
ency at the invitation of NGET or by its own volition)
is withdrawn or reduced from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time
being, or better) to a non-investment
g
rade ratin
g
(BB+/Ba1, or their respective equivalents for the time bein
g
, or
worse) or, if the Ratin
g
A
g
ency shall have already rated the Rated Securities below investment
g
rade (as
described above), the ratin
g
is lowered one full ratin
g
cate
g
ory (from BB+/Ba1 to BB/Ba2 or such similar
lowerin
g
) provided that a Ratin
g
Down
g
rade shall not be deemed to have occurred in respect of or as a result of
a particular NGET Restructuring Event if the Rating Agency making the relevant reduction in rating or
51
opinion, considers to be not materially prejudicial to the interests of the Instrumentholders and has so
confirmed in writing to NGET; or
(c) any le
g
islation (whether primary or subordinate) is enacted removin
g
, reducin
g
or qualifyin
g
the duties or
powers of the Secretary of State for Trade and Industry or any official succeedin
g
to his functions and/or the
Gas and Electricity Markets Authority under Section 3A of the Electricity Act as compared with those in
effect on the issue date of the first Tranche of the Instruments other than such le
g
islation which the Trustee,
in its opinion, considers to be not materially prejudicial to the interests of the Instrumentholders and has so
confirmed in writing to NGET;
(a) if at the time at which the NGET Restructurin
g
Event occurs there are Rated Securities, the period of
90 days startin
g
from and includin
g
the day on which an NGET Restructurin
g
Event occurs or such lon
g
er
period in which the Rated Securities are under consideration (announced publicly within such 90 day
period) for rating review by a Rating Agency; or
(b) if at the time at which an NGET Restructurin
g
Event occurs there are no Rated Securities, the period
startin
g
from and includin
g
the day on which an NGET Restructurin
g
Event occurs and endin
g
on the day
90 days followin
g
the date on which a Ne
g
ative Certification shall have been
g
iven to NGET in respect of
that NGET Restructuring Event;