National Grid 2008 Annual Report Download - page 355

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 4390
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.7.1, Doc: 8, Page: 12
Description: EXH 2(B).7.1
0/3766.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/766/3*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 4390
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-2.B.7.1, Doc: 8, Page: 12 Description: EXH 2(B).7.1
0/3766.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/766/3*
12
will not contain any cross default provision in respect of any other indebtedness of
the relevant Issuer or the Guarantor, where applicable, whether with respect to
Instruments in any other Series or otherwise.
Events of Default The events of default under the Instruments are as specified below under “Terms
and Conditions of the Instruments
–
Events of Default”.
Early Redemption Except as provided in “Optional Redemption” above and subject always to the
re
g
ulations and any other laws, re
g
ulations and directives applicable to the
relevant currency in which such Instruments are denominated, Instruments will be
redeemable at the option of the relevant Issuer prior to maturity only for tax
reasons. See “Terms and Conditions of the Instruments - Redemption, Purchase
and O
p
tions”.
Withholding Tax All payments of principal and interest in respect of the Instruments will be made
free and clear of withholdin
g
taxes of the United Kin
g
dom save as compelled by
law. In the event that any deduction or withholdin
g
on account of tax is required to
be made, the Issuer will, in the circumstances provided in “Terms and Conditions
of the Instruments – Taxation” and subject to the exceptions therein, pay additional
amounts so as to com
p
ensate for the amounts withheld or deducted.
Governin
g
Law En
g
lish.
Listing Each Series may be admitted to the Official List and admitted to tradin
g
on the
Market and/or admitted to listin
g
, tradin
g
and/or quotation by any other listin
g
authority, stock exchan
g
e and/or quotation system as may be a
g
reed between the
relevant Issuer and the relevant Dealer(s) and specified in the relevant Final Terms
or ma
y
be unlisted.
Ratings Tranches of Instruments may be rated or unrated. Where a Tranche of Instruments
is rated, such ratin
g
will be specified in the relevant Final Terms. A ratin
g
is not a
recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at an
y
time b
y
the assi
g
nin
g
ratin
g
a
g
enc
y
.
Selling Restrictions United States, United Kin
g
dom, Public Offer Sellin
g
Restriction under the
Prospectus Directive (in the case of unlisted Instruments) and Japan. See “Plan of
Distribution”.
Cate
g
ory 2 sellin
g
restrictions will apply to the Instruments for the purposes of
Regulation S under the Securities Act.
The Instruments will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)
(i)(D) (the “D Rules”) unless (a) the relevant Final Terms states that Instruments
are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”)
or (b) the Instruments are issued other than in compliance with the D Rules or the
C Rules but in circumstances in which the Instruments will not constitute
“registration required obligations” under the United States Tax Equity and Fiscal
Res
p
onsibilit
y
Act of 1982
(
“TEFRA”
)
,