National Grid 2008 Annual Report Download - page 380

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 61452
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: 37
Description: EXH 2(B).7.1
0/4791.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/791/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 61452
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: 37 Description: EXH 2(B).7.1
0/4791.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/791/4*
37
amount) on the Maturity Date specified in the relevant Final Terms provided, however, that if this Instrument is a
Perpetual Instrument it will only be redeemable and repayable in accordance with the followin
g
provisions of this
Condition 5.
5.2 Redemption for Taxation Reasons
If, on the occasion of the next payment in respect of the Instruments the Issuer [(or, if the Guarantee were called, the
Guarantor)]* satisfies the Trustee immediately before the
g
ivin
g
of the notice referred to below that it would be unable to
make such payment without havin
g
to pay additional amounts as described in Condition 7, and such requirement to pay
such additional amounts arises by reason of a change in the laws of the United Kingdom or any political sub-division of
the United Kingdom or taxing authority in the United Kingdom or any political sub-division of the United Kin
g
dom or in the
official interpretation or application of the laws of the United Kingdom or any political sub-division of the United Kin
g
dom
or in any applicable double taxation treaty or convention, which chan
g
e becomes effective on or after the date on which
a
g
reement is reached to issue the first Tranche of the Instruments, and such requirement cannot be avoided by the
Issuer [(or the Guarantor, as the case may be)]* takin
g
reasonable measures (such measures not involvin
g
any material
additional payments by, or expense for, the Issuer [(or the Guarantor, a the case may be)]*), the Issuer may, at its option,
on any Interest Payment Date or, if so specified in the relevant Final Terms, at any time, havin
g
g
iven not less than 30
nor more than 45 days’ notice to the Instrumentholders in accordance with Condition 14, redeem all, but not some only,
of the Instruments at their Early Redemption Amount to
g
ether with interest accrued to the date of redemption provided
that the date fixed for redemption shall not be earlier than 90 days prior to the earliest date on which the Issuer [(or the
Guarantor, as the case may be)]* would be obli
g
ed to pay such additional amounts or make such withholdin
g
or
deduction, as the case may be, were a payment in respect of the Instruments [(or the Guarantee, as the case may be)]*
then due. Prior to the publication of any notice of redemption pursuant to this Condition 5.2, the Issuer shall deliver to the
Trustee a certificate si
g
ned by two Directors of the Issuer [(or the Guarantor, as the case may be)]* statin
g
that the
requirement referred to above cannot be avoided by the Issuer [(or the Guarantor, as the case may be)]* takin
g
reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of
the satisfaction of the condition precedent set out above in which event it shall be conclusive and bindin
g
on
Instrumentholders and Couponholders.
5.3 Purchases
The Issuer[, the Guarantor]* and any of [its/their] subsidiary undertakin
g
s may at any time purchase Instruments
(provided that all unmatured Receipts and Coupons and unexchan
g
ed Talons appertainin
g
to them are attached or
surrendered with them) in the open market or otherwise at any price.
5.4 Earl
y
Redem
p
tion
5.4.1 Zero Coupon Instruments:
(a) The Early Redemption Amount payable in respect of any Zero Coupon Instrument, the Early Redemption
Amount of which is not linked to an index and/or a formula, upon redemption of such Instrument pursuant to
Condition 5.2 or upon it becomin
g
due and payable as provided in Condition 9 shall be the Amortised Face
Amount (calculated as provided below) of such Instrument unless otherwise specified in the relevant Final
Terms.
(b) Subject to the provisions of sub-para
g
raph (c) below, the Amortised Face Amount of any such Instrument
shall be the scheduled Final Redemption Amount of such Instrument on the Maturity Date discounted at a
rate per annum (expressed as a percenta
g
e) equal to the Amortisation Yield (which, if none is specified in
the