Commission File
Number
|
Registrant; State of Incorporation;
Address and Telephone Number
|
IRS Employer
Identification No.
|
1-11459
|
PPL Corporation
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
|
23-2758192
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
(d)
|
Exhibits
|
||
1.1
|
Final Terms of the WPD West Midlands £400 million 3.875% Senior Unsecured Notes due October 17, 2024.
|
||
1.2
|
Final Terms of WPD East Midlands £40 million 1.676% Notes due 2052.
|
||
1.3
|
Final Terms of WPD East Midlands £25 million 1.676% Notes due 2052.
|
||
4.1
|
Amended and Restated Trust Deed, dated September 10, 2013, by and among Western Power Distribution (East Midlands) plc, Western Power Distribution (West Midlands) plc, Western Power Distribution (South West) plc and Western Power Distribution (South Wales) plc as Issuers, and HSBC Corporate Trustee Company (UK) Limited as Note Trustee.
|
PPL CORPORATION
|
|||
By:
|
/s/ Mark F. Wilten
|
||
Mark F. Wilten
Vice President - Finance and Treasurer
|
C L I F F O R D
|
CLIFFORD CHANCE LLP
|
C H A N C E
|
(1)
|
WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC as issuer (the "Issuer");
|
(2)
|
BARCLAYS BANK PLC, LLOYDS BANK PLC and THE ROYAL BANK OF SCOTLAND PLC as joint lead managers (the "Joint Lead Managers"); and
|
(3)
|
COMMONWEALTH BANK OF AUSTRALIA, MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC, MIZUHO INTRNATIONAL PLC and RBC EUROPE LIMITED as co-managers (together with the Joint Lead Managers, the "Managers")
|
(A)
|
The Issuer has entered into an amended and restated dealer agreement dated 10 September 2013 (the "Dealer Agreement") with the Dealers and the Co-Arrangers named in it in respect of the Issuer's £3,000,000,000 Euro Medium Term Note Programme (the "Programme").
|
(B)
|
The Issuer proposes to issue £400,000,000 3.875 per cent. Notes due 2024 (the "Notes") and the Managers wish to subscribe such Notes.
|
1.
|
Appointment
|
2.
|
Issue of the Notes
|
2.1
|
Dealer Agreement: The Notes shall be issued pursuant to Clause 2.2 (Syndicated Issues) of the Dealer Agreement and on the terms of Clauses 3 (The Notes), 5 (Offering of Notes) to 10 (Indemnification) (but not 9.1 (Initial Conditions Precedent)), 13 (Survival of Certain Representations and Obligations), 14.2 (Rights Accrued), 15 (Communications), 18 (Assignment), 19 (Several Obligations and No Cross-Default) and 20 (Governing Law and Jurisdiction) of the Dealer Agreement as modified by this Agreement. Unless otherwise defined in this Agreement, terms defined in the Dealer Agreement shall have the same meaning in this Agreement. References in the Dealer Agreement to "Notes" and "Dealers" shall be construed as references to the Notes and the Managers, respectively, for the purposes of this Agreement.
|
2.2
|
The Notes: The Notes shall be in the form and have the terms set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed as completed by the Final Terms dated the date of this Agreement relating to the Notes which the Issuer confirms it has prepared and copies of which it authorises the Managers to distribute in connection with the offering and sale of the Notes.
|
2.3
|
Agreement to Issue: Subject to the terms and conditions of this Agreement, the Issuer agrees to issue the Notes on 17 October 2013 (the "Closing Date") or such later date not being later than 31 October 2013 as the Issuer and the Joint Lead Managers on behalf of the Managers may agree (the "Issue Date"), to the Managers or as the Joint Lead Managers may direct in accordance with Clause 5 (Closing). The Notes shall be issued at a price equal to 98.992 per cent of their nominal amount plus accrued interest, if any, on the Notes from the Closing Date to the Issue Date (the "Issue Price"), subject to the adjustments referred to in Clause 6 (Commission).
|
2.4
|
Publicity: The Issuer confirms the arrangements made on its behalf by the Joint Lead Managers for announcements in respect of the Notes to be published on such dates and in such newspapers or other publications as it may agree with the Joint Lead Managers.
|
3.
|
Agreement by the Managers
|
4.
|
Conditions Precedent
|
5.
|
Closing
|
5.1
|
Issue of Notes: At 10:00 a.m. (London time) (or such other time as may be agreed between the Joint Lead Managers, on behalf of the Managers, and the Issuer) on the Issue Date, the Issuer shall issue and deliver to the Managers or their order in such place as the Joint Lead Managers may reasonably require a temporary Global Note representing the Notes duly executed and authenticated.
|
5.2
|
Payment: Against such delivery the Managers shall pay or cause to be paid to the Issuer the net subscription monies for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price less the commissions referred to in Clause 6 (Commission). Such payment shall be made by the Common Service Provider on behalf of the Managers, in Pound Sterling in immediately available funds to the account of the Issuer, evidence of such payment taking the form of a confirmation by the Common Service Provider that it has made the relevant payment to the Issuer.
|
6.
|
Commission
|
7.
|
Expenses
|
8.
|
Communications
|
|
Telephone No:
|
+44 (0) 20 7773 9090
|
|
Fax:
|
+44 (0) 20 7516 7548
|
|
Attention:
|
Debt Syndicate
|
|
Telephone No:
|
+44 (0)20 7050 6060
|
|
Fax:
|
+44 (0)20 758 3252
|
|
Email:
|
Bond.Syndicate@lloydsbanking.com
|
|
Attention:
|
Bond Syndicate
|
|
Fax:
|
+44 (0)20 7085 2591
|
|
Attention:
|
New Issues, Syndicate Desk
|
9.
|
Selling Restrictions
|
10.
|
Contracts (Rights of Third Parties) Act 1999
|
11.
|
Several Obligations and No Cross-Default
|
12.
|
Governing Law and Jurisdiction
|
12.1
|
Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.
|
12.2
|
Jurisdiction: The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of each of the Managers and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).
|
13.
|
Counterparts
|
1.
|
Issuer:
|
Western Power Distribution (East Midlands) plc
|
||
2.
|
(i) Series Number:
|
2013 – 1
|
||
(ii) Tranche Number:
|
1
|
|||
(iii) Date on which the Notes will be consolidated
and form a single Series
|
Not Applicable
|
|||
3.
|
Specified Currency or Currencies:
|
Pound Sterling (£)
|
||
4.
|
Aggregate Nominal Amount:
|
£40,000,000
|
||
(i) Series:
|
£40,000,000
|
|||
(ii) Tranche:
|
£40,000,000
|
|||
5.
|
(i) Issue Price of Tranche:
|
100 per cent. of the Aggregate Nominal Amount
|
||
(ii) Net Proceeds: (Required only for listed issues)
|
£39,800,000
|
|||
6.
|
(i) Specified Denominations:
|
£100,000
|
||
(ii) Calculation Amount: (Applicable to Notes in
definitive form)
|
£100,000
|
|||
7.
|
(i) Issue Date:
|
24 September 2013
|
||
(ii) Interest Commencement Date:
|
Issue Date
|
|||
8.
|
Maturity Date:
|
24 September 2052
|
||
9.
|
Interest Basis:
|
Index Linked Interest
|
||
(further particulars specified below)
|
||||
10.
|
Redemption Basis:
|
Index Linked Redemption
|
||
11.
|
Change of Interest Basis or Redemption/ Payment Basis:
|
Not Applicable
|
||
12.
|
Put/Call Options:
|
Investor Put
|
||
(further particulars specified below)
|
||||
13.
|
(i) Status of the Notes:
|
Senior
|
||
(ii) Date approval by Committee of the Board of
Directors for issuance of Notes obtained:
|
20 September 2013
|
|||
14.
|
Method of distribution:
|
Non-syndicated
|
||
Provisions Relating to Interest (if any) Payable
|
||||
15.
|
Fixed Rate Note Provisions
|
Applicable (Paragraph 18 (Index Linked Interest Note Provisions) below is also applicable)
|
||
(i) Rate of Interest:
|
1.676 per cent. per annum payable semi-annually in arrear
|
|||
(ii) Interest Payment Date(s):
|
24 March and 24 September in each year up to and including the Maturity Date
|
|||
(iii) Fixed Coupon Amount(s): (Applicable to
Notes in definitive form)
|
£838 per Calculation Amount
|
|||
(iv) Broken Amount(s): (Applicable to Notes
in definitive form)
|
Not Applicable
|
|||
(v) Day Count Fraction:
|
Actual/Actual (ICMA)
|
|||
(vi) Determination Date(s):
|
24 March and 24 September in each year
|
|||
16.
|
Floating Rate Note Provisions
|
Not Applicable
|
||
17.
|
Zero Coupon Note Provisions
|
Not Applicable
|
||
18.
|
Index Linked Interest Note Provisions
|
Applicable
|
||
(i) Index/Formula:
|
UK Retail Price Index
|
|||
(ii) Rate of Interest:
|
Fixed, calculated in accordance with paragraph 15 above
|
|||
(iii) Minimum Indexation Factor:
|
Not Applicable
|
|||
(iv) Maximum Indexation Factor:
|
Not Applicable
|
|||
(v) Base Index Figure:
|
249.7
|
|||
(vi) Limited Indexation Month(s):
|
Not Applicable
|
|||
(vii) Reference Gilt:
|
0.250 per cent. Index-Linked Treasury Stock due 2052
|
|||
(viii) Index Figure applicable
|
3 months lag
|
|||
19.
|
Ratings Downgrade Rate Adjustment
|
Not Applicable
|
Provisions Relating to Redemption
|
||||
20.
|
Index Linked Redemption Provisions
|
Applicable
|
||
(i) Index/Formula:
|
UK Retail Price Index
|
|||
(ii) Minimum Indexation Factor:
|
Not Applicable
|
|||
(iii) Maximum Indexation Factor:
|
Not Applicable
|
|||
(iv) Base Index Figure:
|
249.7
|
|||
(v) Reference Gilt:
|
0.250 per cent. Index-Linked Treasury Stock due 2052
|
|||
(vi) Index Figure applicable
|
3 months lag
|
|||
(vii) Redeemable in part:
|
Not Applicable
|
|||
21.
|
Issuer Call
|
Not Applicable
|
||
22.
|
Investor Put
|
Applicable (Condition 6(g) (Redemption at the Option of the Noteholders on a Restructuring Event) applies)
|
||
(i) Optional Redemption Date(s):
|
On the Put Date (as specified in the relevant Put Event Notice) (where Condition (6(g) (Redemption at the Option of the Noteholders on a Restructuring Event) applies)
|
|||
(ii) Notice Period:
|
As per Condition 6(g)
|
|||
(iii) Optional Redemption Amount(s) of each Note:
|
£100,000 (as adjusted in accordance with Condition 7(a) and paragraph 20 (Index Linked Redemption Provisions) above) per Calculation Amount
|
|||
23.
|
Final Redemption Amount of each Note:
|
£100,000 (as adjusted in accordance with Condition 7(a) and paragraph 20 (Index Linked Redemption Provisions) above) per Calculation Amount
|
||
24.
|
Early Redemption Amount of each Note payable on
redemption for taxation reasons or on event of default
and/or the method of calculating the same (if required):
|
£100,000 (as adjusted in accordance with Condition 7(a) and paragraph 20 (Index Linked Redemption Provisions) above) per Calculation Amount
|
||
General Provisions Applicable to the Notes
|
||||
25. | Form of Notes: |
Bearer
|
||
(i) if issued in Bearer form: |
Temporary Global Note exchangeable for a permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note.
|
|||
New Global Note/NSS: |
Yes (NGN)
|
|||
26. | Additional Financial Centre(s) or other special provisions relating to Payment Dates: |
Not Applicable
|
||
27. | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): | Yes | ||
|
Listing and Admission to Trading
|
||
(i) Listing and admission to trading: |
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 24 September 2013.
|
|
(ii) Estimate of total expenses related to admission to
trading:
|
£1,750
|
|
2. |
Ratings
|
|
Ratings: |
The Notes to be issued have been rated:
|
|
Baa1 (Stable) by Moody's Investors Service Limited (Moody's)
|
||
BBB (Stable) by Standard & Poor's Credit Market Services Europe Limited (S&P)
|
||
|
Each of Moody's and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation)
|
|
3. |
Interests of Natural and Legal Persons Involved in the Issue
|
|
Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. | ||
4.
|
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
|
|
(i) Reasons for the offer
|
The net proceeds of this offer will be used by Western Power Distribution (East Midlands) plc for its general corporate purposes
|
|
(ii) Estimated net proceeds:
|
£39,800,000
|
|
(iii) Estimated total expenses:
|
Not Applicable
|
|
5.
|
Performance of Index and Other Information Concerning the Underlying (Indexed Notes only)
|
|
(i) Name of underlying index:
|
U.K. Retail Price Index (RPI) (all items) published by the Office of National Statistics
|
|
(ii) Information about the Index, its volatility and past and
future performance can be obtained from:
|
Information on RPI can be found at www.statistics.gov.uk
|
|
6.
|
Operational Information
|
|
(i) ISIN Code:
|
XS0974143439
|
|
(ii) Common Code:
|
097414343
|
|
(iii) Any clearing system(s) other than Euroclear Bank
SA/NV and Clearstream Banking, société anonyme
and the relevant identification number(s):
|
Not Applicable
|
|
(iv) Delivery:
|
Delivery against payment
|
|
(v) Names and addresses of additional Paying Agent(s)
(if any):
|
Not Applicable
|
|
(vi) Intended to be held in a manner which would allow
Eurosystem eligibility:
|
Yes
Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
|
|
7.
|
Distribution
|
|
(i) If syndicated, names of Managers
|
Not Applicable
|
|
(ii) Date of Subscription Agreement
|
Not Applicable
|
|
(iii) Stabilising Manager(s) (if any)
|
Not Applicable
|
|
(iv) If non-syndicated, name of relevant Dealer:
|
HSBC Bank plc
|
|
(v) U.S. Selling Restrictions
|
Reg. S Compliance Category 2; TEFRA D
|
1.
|
Issuer:
|
Western Power Distribution (East Midlands) plc
|
|
2.
|
(i) Series Number:
|
2013-1
|
|
(ii) Tranche Number:
|
2
|
||
(iii) Date on which the Notes will be consolidated and form
a single Series
|
The Notes will be consolidated and form a single Series with the Existing Notes as from the Issue Date
|
||
3.
|
Specified Currency or Currencies:
|
Pound Sterling (£)
|
|
4.
|
Aggregate Nominal Amount:
|
||
(i) Series:
|
£65,000,000
|
||
(ii) Tranche:
|
£25,000,000
|
||
5.
|
(i) Issue Price of Tranche:
|
99.486 per cent. of the Aggregate Nominal Amount plus accrued interest from plus an amount of £8,102.21 corresponding to accrued interest for the period from, and including, 24 September 2013 to, but excluding, the Issue Date
|
|
(ii) Net Proceeds: (Required only for listed issues)
|
£24,875,102.21
|
||
6.
|
(i) Specified Denominations:
|
£100,000
|
|
(ii) Calculation Amount: (Applicable to Notes in definitive
form)
|
£100,000
|
||
7.
|
(i) Issue Date:
|
1 October 2013
|
|
(ii) Interest Commencement Date:
|
24 September 2013
|
||
8.
|
Maturity Date:
|
24 September 2052
|
|
9.
|
Interest Basis:
|
Index Linked Interest
|
|
(further particulars specified below)
|
|||
10.
|
Redemption Basis:
|
Index Linked Redemption
|
|
11.
|
Change of Interest Basis or Redemption/ Payment Basis:
|
Not Applicable
|
|
12.
|
Put/Call Options:
|
Investor Put
|
|
(further particulars specified below)
|
|||
13.
|
(i) Status of the Notes:
|
Senior
|
|
(ii) Date approval by Committee of the Board of Directors
for issuance of Notes obtained:
|
26 September 2013
|
||
14.
|
Method of distribution:
|
Non-syndicated
|
|
Provisions Relating to Interest (if any) Payable
|
|||
15.
|
Fixed Rate Note Provisions
|
Applicable from and including the Interest Commencement Date to but excluding the Final Maturity Date (Paragraph 18 (Index Linked Interest Note Provisions) below is also applicable).
|
|
(i) Rate of Interest:
|
1.676 per cent. per annum payable semi-annually in arrear
|
||
(ii) Interest Payment Date(s):
|
24 March and 24 September in each year up to and including the Maturity Date
|
||
(iii) Fixed Coupon Amount(s): (Applicable to Notes in
definitive form)
|
£838 per Calculation Amount
|
||
(iv) Broken Amount(s): (Applicable to Notes in definitive
form)
|
Not Applicable
|
||
(v) Day Count Fraction:
|
Actual/Actual (ICMA)
|
||
(vi) Determination Date(s):
|
24 March and 24 September in each year
|
||
16.
|
Floating Rate Note Provisions
|
Not Applicable
|
|
17.
|
Zero Coupon Note Provisions
|
Not Applicable
|
|
18.
|
Index Linked Interest Note Provisions
|
Applicable
|
|
(i) Index/Formula:
|
UK Retail Price Index
|
||
(ii) Rate of Interest:
|
Fixed, calculated in accordance with paragraph 15 above
|
||
(iii) Minimum Indexation Factor:
|
Not Applicable
|
||
(iv) Maximum Indexation Factor:
|
Not Applicable
|
||
(v) Base Index Figure:
|
249.7
|
||
(vi) Limited Indexation Month(s):
|
Not Applicable
|
||
(vii) Reference Gilt:
|
0.250 per cent. Index-Linked Treasury Stock due 2052
|
||
(viii) Index Figure applicable
|
3 months lag
|
||
19.
|
Ratings Downgrade Rate Adjustment
|
Not Applicable
|
|
Provisions Relating to Redemption
|
|||
20.
|
Index Linked Redemption Provisions
|
Applicable
|
|
(i) Index/Formula:
|
UK Retail Price Index
|
||
(ii) Minimum Indexation Factor:
|
Not Applicable
|
||
(iii) Maximum Indexation Factor:
|
Not Applicable
|
||
(iv) Base Index Figure:
|
249.7
|
||
(v) Reference Gilt:
|
0.250 per cent. Index-Linked Treasury Stock due 2052
|
||
(vi) Index Figure applicable
|
3months lag
|
||
(vii) Redeemable in part:
|
Not Applicable
|
||
21.
|
Issuer Call
|
Not Applicable
|
|
22.
|
Investor Put
|
Applicable (Condition 6(g) (Redemption at the Option of the Noteholders on a Restructuring Event) applies
|
|
(i) Optional Redemption Date(s):
|
On the Put Date (as specified in the relevant Put Event Notice) (where Condition (6(g) (Redemption at the Option of the Noteholders on a Restructuring Event))
|
||
(ii) Notice Period:
|
As per Condition 6(g)
|
||
(iii) Optional Redemption Amount(s) of each Note: |
£100,000 (as adjusted in accordance with Condition 7(a) and paragraph 20 (Index Linked Redemption Provisions) above) per Calculation Amount
|
||
23.
|
Final Redemption Amount of each Note:
|
£100,000 (as adjusted in accordance with Condition 7(a) and paragraph 20 (Index Linked Redemption Provisions) above) per Calculation Amount
|
|
24. |
Early Redemption Amount of each Note payable on redemption
for taxation reasons or on event of default and/or the method of
calculating the same (if required):
|
£100,000 (as adjusted in accordance with Condition 7(a) and paragraph 20 (Index Linked Redemption Provisions) above) per Calculation Amount
|
|
General Provisions Applicable to the Notes
|
|||
25.
|
Form of Notes:
|
Bearer
|
|
(i) if issued in Bearer form:
|
Temporary Global Note exchangeable for a permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note.
|
||
New Global Note/NSS:
|
Yes (NGN)
|
||
26. |
Additional Financial Centre(s) or other special provisions relating to Payment Dates:
|
Not Applicable
|
|
27. |
Talons for future Coupons to be attached to Definitive Notes (and
dates on which such Talons mature):
|
Yes |
1.
|
Listing and Admission to Trading
|
|
(i) Listing and admission to trading:
|
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market and listing on the Official List of the UK Listing Authority with effect from1 October 2013
|
|
(ii) Estimate of total expenses related to admission
to trading:
|
£1,750
|
|
2.
|
Ratings
|
|
Ratings:
|
The Notes to be issued have been rated:
|
|
Baa1 (Stable) by Moody’s Investors Service Limited (Moody’s)
|
||
BBB (Stable) by Standard & Poor’s Credit Market Services Europe Limited (S&P)
|
||
Each of Moody’s and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation)
|
||
3.
|
Interests of Natural and Legal Persons Involved in the Issue
|
|
Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
|
||
4.
|
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
|
|
(i) Reasons for the offer
|
The net proceeds of this offer will be used by Western Power Distribution (East Midlands) plc for its general corporate purposes.
|
|
(ii) Estimated net proceeds:
|
£24,875,102.21
|
|
(iii) Estimated total expenses:
|
Not Applicable.
|
|
5.
|
Performance of Index and Other Information Concerning the Underlying (Indexed Notes only)
|
|
(i) Name of underlying index:
|
U.K. Retail Price Index (RPI) (all items) published by the Office of National Statistics
|
|
(ii) Information about the Index, its volatility and
past and future performance can be obtained from:
|
Information on RPI can be found at www.statistics.gov.uk
|
|
6.
|
Operational Information
|
|
(i) ISIN Code:
|
XS0974143439
|
|
(ii) Common Code:
|
097414343
|
|
(iii) Any clearing system(s) other than Euroclear Bank
SA/NV and Clearstream Banking, société anonyme
and the relevant identification number(s):
|
Not Applicable
|
|
(iv) Delivery:
|
Delivery against payment
|
|
(v) Names and addresses of additional Paying
Agent(s) (if any):
|
Not Applicable
|
|
(vi) Intended to be held in a manner which would allow
Eurosystem eligibility:
|
Yes
Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
|
|
7.
|
Distribution
|
|
(i) If syndicated, names of Managers
|
Not Applicable
|
|
(ii) Date of Subscription Agreement
|
Not Applicable
|
|
(iii) Stabilising Manager(s) (if any)
|
Not Applicable
|
|
(iv) If non-syndicated, name of relevant Dealer:
|
Lloyds Bank plc
|
|
(v) U.S. Selling Restrictions
|
Reg. S Compliance Category 2; TEFRA D
|
C L I F F O R D
|
CLIFFORD CHANCE LLP
|
C H A N C E
|
WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC
WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC
WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC
AND
WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC
AS ISSUERS
AND
HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED
AS NOTE TRUSTEE
|
|||
AMENDED AND RESTATED TRUST DEED
RELATING TO THE £3,000,000,000 EURO MEDIUM
TERM NOTE PROGRAMME OF THE ISSUERS
|
Contents
|
||
Clause
|
Page
|
|
1.
|
Interpretation
|
2
|
2.
|
Issue of Notes and Covenant to pay
|
9
|
3.
|
Form of the Notes
|
12
|
4.
|
Stamp Duties and Taxes
|
14
|
5.
|
Application of Moneys received by the Note Trustee
|
14
|
6.
|
Enforcement and Put Event
|
15
|
7.
|
Proceedings
|
16
|
8.
|
Covenant to comply with the Trust Deed
|
17
|
9.
|
Covenants
|
17
|
10.
|
Remuneration and Indemnification of the Note Trustee
|
21
|
11.
|
Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000
|
22
|
12.
|
Note Trustee liable for Negligence
|
30
|
13.
|
Waiver
|
30
|
14.
|
Freedom to Act
|
30
|
15.
|
Modification and Substitution
|
31
|
16.
|
Appointment, Retirement and Removal of the Note Trustee
|
33
|
17.
|
Notes held in Clearing Systems and Couponholders
|
34
|
18.
|
Currency Indemnity
|
34
|
19.
|
Communications
|
35
|
20.
|
Several Obligations and No Cross-Default
|
36
|
21.
|
Further Provisions
|
36
|
22.
|
Governing Law and Jurisdiction
|
36
|
Schedule 1 Form of Global Notes
|
38
|
|
Part 1 Form of CGN Temporary Global Note
|
38
|
|
Part 2 Form of CGN Permanent Global Note
|
44
|
|
Part 3 Form of NGN Temporary Global Note
|
53
|
|
Part 4 Form of NGN Permanent Global Note
|
59
|
|
Part 5 Form of Global Certificate
|
66
|
|
Schedule 2 Form of Definitive Bearer Note
|
72
|
|
Schedule 3 Form of Certificate
|
75
|
|
Schedule 4 Terms and Conditions of the Notes
|
79
|
|
Schedule 5 Form of Coupon
|
121
|
|
Schedule 6 Form of Talon
|
123
|
|
Schedule 7 Provisions for Meetings of Noteholders
|
125
|
(1)
|
WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC, WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC, WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC and WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC (each an "Issuer" and together the "Issuers"); and
|
(2)
|
HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the "Note Trustee", which expression, where the context so admits, includes any other trustee or the trustees for the time being of this Trust Deed).
|
(A)
|
The Issuers have established a note programme pursuant to which the Issuers propose to issue from time to time euro medium term notes in an aggregate nominal amount outstanding at any one time not exceeding the Programme Limit in accordance with the Dealer Agreement (the "Programme"). Notes issued by each Issuer are obligations solely of that Issuer (the "Relevant Issuer") and are without any recourse whatsoever to any other Issuer.
|
(B)
|
The Issuers have made applications to the United Kingdom Financial Conduct Authority (the "FCA") for Notes issued under the Programme to be to be admitted to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc. The Regulated Market of the London Stock Exchange plc is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments ("MIFID"). The Notes may be admitted to trading on other regulated markets (as defined in MIFID). Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation on such unregulated markets as may be agreed with the Relevant Issuer ("Exempt Notes").
|
(C)
|
In connection with the Programme, the Issuers have prepared a prospectus dated 10 September 2013 which has been approved by the FCA as a prospectus issued in compliance with Directive 2003/71/EC and relevant implementing measures in the United Kingdom (the "Prospectus"). The FCA has neither approved nor reviewed the information contained in the Prospectus in connection with the Exempt Notes.
|
(D)
|
Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, and the issue price of the Notes and certain other information which is applicable to each Tranche (as defined below) of the Notes will (other than in the case of Exempt Notes) be set out in a separate document containing the final terms for that Tranche (the "Final Terms"). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes, and the issue price of the Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the "Pricing Supplement").
|
(E)
|
In connection with the Programme, Western Power Distribution (East Midlands) plc and Western Power Distribution (West Midlands) plc and the Note Trustee entered into a trust deed dated 27 April 2011 (the "Original Trust Deed"). The Issuers and the Note Trustee wish to amend and restate the Original Trust Deed.
|
(F)
|
The Original Trust Deed shall be amended and restated on the terms of this Trust Deed. Except as provided below, any Notes issued on or after the date of this Trust Deed shall be issued pursuant to this Trust Deed. This does not affect any Notes issued prior to the date of this Trust Deed or any Notes issued on or after the date of this Trust Deed so as to be consolidated and form a single Series issued prior to the date of this Trust Deed. Subject to such amendment and restatement, the Original Trust Deed shall continue in full force and effect. The Original Trust Deed as amended by this Amended and Restated Trust Deed is referred to herein as the "Trust Deed".
|
(G)
|
The Note Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.
|
1.
|
INTERPRETATION
|
1.1
|
Definitions
|
1.2
|
Construction of Certain References
|
(a)
|
the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customers' interests in the Notes;
|
(b)
|
costs, charges, remuneration or expenses include any value added, turnover or similar tax charged in respect thereof; and
|
(c)
|
an action, remedy or method of judicial proceedings for the enforcement of creditors' rights include references to the action, remedy or method of judicial proceedings in jurisdictions other than England as shall most nearly approximate thereto.
|
1.3
|
Headings
|
1.4
|
Offering Circular and Pricing Supplement
|
1.5
|
Legislation
|
1.6
|
Contracts
|
1.7
|
Schedules
|
1.8
|
Alternative Clearing System
|
1.9
|
Contracts (Rights of Third Parties) Act 1999
|
1.10
|
Final Terms
|
1.11
|
Regulated markets
|
1.12
|
Amendment and Restatement
|
2.
|
ISSUE OF NOTES AND COVENANT TO PAY
|
2.1
|
Issue of Notes
|
2.2
|
Separate Series
|
2.3
|
Covenant to Pay
|
2.4
|
Discharge
|
2.5
|
Payment after a Default
|
(a)
|
by notice in writing to the Relevant Issuer, the Paying Agents and the other Agents, require the Paying Agents and the other Agents, or any of them until notified by the Note Trustee to the contrary, so far as permitted by applicable law:
|
(i)
|
to act thereafter until otherwise instructed by the Note Trustee as Agents of the Note Trustee under this Trust Deed and the Notes of such Series on the terms of the Agency Agreement (with consequential amendments as necessary and except that the Note Trustee's liability for the indemnification, remuneration and expenses of the Paying Agents and the Transfer Agents shall be limited to the amounts for the time being held by the Note Trustee in respect of such Series on the terms of this Trust Deed and available for that purpose) and thereafter to hold all Notes, Certificates, Coupons and Talons of such Series and all moneys, documents and records held by them in respect of Notes, Certificates, Coupons and Talons of such Series on behalf of or to the order of the Note Trustee; and/or
|
(ii)
|
to deliver all Notes, Certificates, Coupons and Talons of such Series and all moneys, documents and records held by them in respect of the Notes, Certificates, Coupons and Talons of such Series to the Note Trustee or as the Note Trustee directs in such notice provided that, such notice shall be deemed not to apply to any document or record which the relevant Agent is obliged not to release by any law or regulation; and
|
(b)
|
by notice in writing to the Relevant Issuer require the Relevant Issuer to make all subsequent payments in respect of the Notes, Coupons and Talons of such Series to or to the order of the Note Trustee and not to the Issuing and Paying Agent with effect from the issue of any such notice to the Relevant Issuer; and from then until such notice is withdrawn, proviso (1) to Clause 2.3 (Covenant to Pay) above shall cease to have effect.
|
2.6
|
Rate of interest After a Default
|
3.
|
FORM OF THE NOTES
|
3.1
|
Global Notes
|
(a)
|
The Notes of each Tranche will initially be represented by a single temporary Global Note or a single permanent Global Note, as indicated in the applicable Final Terms. Each temporary Global Note shall be exchangeable, upon request as described therein, for either Definitive Notes together with, where applicable, Coupons (except in the case of Zero Coupon Notes) and, where applicable, Talons attached, or a permanent Global Note in each case in accordance with the provisions of such temporary Global Note. Each permanent Global Note shall be exchangeable for Definitive Notes together with, where applicable, Coupons (except in the case of Zero Coupon Notes) and, where applicable, Talons attached, in accordance with the provisions of such permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or Common Safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Dealer Agreement or to another appropriate depositary in accordance with any other agreement between the Relevant Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement.
|
(b)
|
Each temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 1 (Form of CGN Temporary Global Note) or Part 3 of Schedule 1 (Form of NGN Temporary Global Note), as the case may be and may be a facsimile. Each temporary Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Relevant Issuer on behalf of the Relevant Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Relevant Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the Common Safekeeper acting on the instructions of the Issuing and Paying Agent. Each temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Relevant Issuer and title thereto shall pass by delivery.
|
(c)
|
Each permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 1 (Form of CGN Temporary Global Note) or Part 4 of Schedule 1 (Form of NGN Permanent Global Note), as the case may be and may be a facsimile. Each permanent Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Relevant Issuer on behalf of the Relevant Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Relevant Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the Common Safekeeper acting on the instructions of the Issuing and Paying Agent. Each permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Relevant Issuer and title thereto shall pass by delivery.
|
3.2
|
Global Certificates
|
(a)
|
The Registered Notes of each Tranche will initially be represented by a Global Certificate. Global Certificates shall be deposited with a common depositary for, and registered in the name of a nominee of such common depositary for, Euroclear and Clearstream, Luxembourg.
|
(b)
|
Each Global Certificate, and each interest represented by a Global Certificate, shall be exchangeable and transferable only in accordance with the provisions of such Global Certificate, the Dealer Agreement, the Agency Agreement and the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg (as the case may be).
|
(c)
|
Each Global Certificate shall be printed or typed in the form or substantially in the form set out in Part 5 of Schedule 1 (Form of Global Certificate) and may be a facsimile. Each Global Certificate shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the Relevant Issuer on behalf of the Relevant Issuer and shall be authenticated manually by or on behalf of the Registrar. The Registrar shall also instruct the Common Safekeeper to effectuate the same. Each Global Certificate so executed, authenticated and effectuated shall be a binding and valid obligation of the Relevant Issuer.
|
3.3
|
The Definitive Notes
|
3.4
|
Signature
|
3.5
|
Entitlement to treat holder as owner
|
4.
|
STAMP DUTIES AND TAXES
|
4.1
|
Stamp Duties
|
4.2
|
Change of Taxing Jurisdiction
|
5.
|
APPLICATION OF MONEYS RECEIVED BY THE NOTE TRUSTEE
|
5.1
|
Declaration of Trust
|
(a)
|
first, in payment of all costs, charges, expenses and Liabilities incurred by the Note Trustee (including remuneration payable to it) in carrying out its functions under this Trust Deed;
|
(b)
|
secondly, in payment of any amounts owing in respect of the Notes or Coupons pari passu and rateably (and where interest and principal is due and payable in respect of the Notes it shall be applied pari passu between each Series unless in respect of a specific Series only); and
|
(c)
|
thirdly, in payment of any balance to the Relevant Issuer for itself.
|
5.2
|
Accumulation
|
5.3
|
Investment
|
6.
|
ENFORCEMENT AND PUT EVENT
|
6.1
|
Proceedings brought by the Note Trustee
|
6.2
|
Proof of default
|
(a)
|
proof therein that as regards any specified Note the Relevant Issuer has made default in paying any principal, premium or interest due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that the Relevant Issuer has made the like default as regards all other Notes which are then due and repayable; and
|
(b)
|
proof therein that as regards any specified Coupon the Relevant Issuer has made default in paying any interest due in respect of such Coupon shall (unless the contrary be proved) be sufficient evidence that the Relevant Issuer has made the like default as regards all other Coupons which are then due and payable.
|
6.3
|
Put Event
|
7.
|
PROCEEDINGS
|
7.1
|
Action taken by Note Trustee
|
7.2
|
Note Trustee only to enforce
|
8.
|
COVENANT TO COMPLY WITH THE TRUST DEED
|
8.1
|
Covenant to comply with the Trust Deed
|
8.2
|
Note Trustee may enforce Conditions
|
9.
|
COVENANTS
|
(a)
|
Books of Account: at all times keep such books of account as may be necessary to comply with all applicable laws and so as to enable the financial statements of the Relevant Issuer to be prepared and allow the Note Trustee and anyone appointed by it, access to its books of account at all reasonable times during normal business hours and to discuss the same with responsible officers of the Relevant Issuer;
|
(b)
|
Notice of Events of Default: notify the Note Trustee in writing immediately on becoming aware of the occurrence of any Event of Default and without waiting for the Note Trustee to take any further action;
|
(c)
|
Information: So long as any of the Notes remains outstanding, the Relevant Issuer covenants with the Note Trustee that it shall give or procure to be given to the Note Trustee such opinions, certificates, information and evidence as it shall require and in such form as it shall require (including without limitation the procurement by the Relevant Issuer of all such certificates called for by the Note Trustee pursuant to Clause 11.4 (Certificate Signed by directors)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under this Trust Deed or any other Programme document or by operation of law;
|
(d)
|
Accounts in relation to Principal Subsidiaries: ensure that such accounts are prepared as may be necessary to determine which subsidiaries are its Principal Subsidiaries and procure that two directors of the Relevant Issuer prepare and deliver to the Note Trustee at the time of issue of every audited consolidated balance sheet of it and at any other time upon the request of the Note Trustee a certificate or report specifying the Principal Subsidiaries at the date of such balance sheet or request;
|
(e)
|
Certificate relating to Principal Subsidiaries: give to the Note Trustee, as soon as reasonably practicable after the acquisition or disposal of any company which thereby becomes or ceases to be a Principal Subsidiary or after any transfer is made to any Subsidiary which thereby becomes a Principal Subsidiary, a certificate by two directors of the Relevant Issuer to such effect;
|
(f)
|
Financial Statements etc: send to the Note Trustee and the Issuing and Paying Agent at the time of their issue, and, in the case of annual financial statements in any event within 180 days of the end of each financial year, electronic copies in English of every balance sheet, profit and loss account, report or other notice, statement or circular issued, or that legally or contractually should be issued, to its members or creditors (or any class of them) or any holding company thereof generally in their capacity as such and procure that the same are made available for inspection by Noteholders and Couponholders at the specified offices of the Paying Agents as soon as practicable thereafter;
|
(g)
|
Certificate of Directors: send to the Note Trustee promptly following (i) publication of its annual audited financial statements being made available to its members, and in any event not later than 180 days after the end of its financial year and (ii) any request by the Note Trustee, a certificate signed by any two of its directors certifying that, having made all reasonable enquiries, to the best of the knowledge, information and belief as at a date not more than five days before the date of the certificate (the "Certification Date") the Relevant Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certification Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Event of Default or Restructuring Event or (if such is not the case) specifying the same;
|
(h)
|
Certificate of Notes Held: send to the Note Trustee as soon as practicable after being so requested by the Note Trustee a certificate of the Relevant Issuer signed by any two of its directors setting out the total number of Notes which, at the date of such certificate, were held by or on behalf of that Relevant Issuer or any Subsidiary;
|
(i)
|
Notices to Noteholders: send to the Note Trustee not less than three days prior to the date of publication, for the Note Trustee's approval the form of each notice to be given to Noteholders in accordance with the Conditions and not publish such notice without such approval and, once given, two copies of each such notice (such approval, unless so expressed, not to constitute approval for the purposes of section 21 of the FSMA of any such notice which is a communication within the meaning of section 21 of the FSMA);
|
(j)
|
Further Acts: so far as permitted by applicable law, do such further things and execute all such further documents as may be necessary in the opinion of the Note Trustee to give effect to this Trust Deed;
|
(k)
|
Notice of Late Payment: forthwith give notice to the Noteholders of any unconditional payment to the Issuing and Paying Agent or the Note Trustee of any sum due in respect of the Notes or Coupons made after the due date for such payment;
|
(l)
|
Listing and Trading: if the Notes are so listed and traded, use reasonable endeavours to maintain the listing and trading of the Notes on the Market but, if it is unable to do so, having used such endeavours, or if the maintenance of such listing or trading is agreed by the Note Trustee to be unduly onerous and the Note Trustee is satisfied that the interests of the Noteholders would not be thereby materially prejudiced, instead use reasonable endeavours to obtain and maintain a listing of the Notes on another stock exchange and the admission to trading of the Notes on another market (such market being a market which is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments), in each case approved in writing by the Note Trustee;
|
(m)
|
Change in Agents: give at least 14 days' prior notice to the Noteholders of any future appointment, resignation or removal of an Agent or of any change by an Agent of its specified office and not make any such appointment or removal without the Note Trustee's written approval;
|
(n)
|
Provision of Legal Opinions: procure the delivery of legal opinions addressed to the Note Trustee dated the date of such delivery, in form and content acceptable to the Note Trustee:
|
(i)
|
from Allen & Overy LLP as to the laws of England on the date of any update of the Programme and on the date of any amendment to this Trust Deed;
|
(ii)
|
from legal advisers reasonably acceptable to the Note Trustee as to such law as may reasonably be requested by the Note Trustee on the date of any update of the Programme and on the issue date for the Notes in the event of a proposed issue of Notes of such a nature and having such features as might lead the Note Trustee to conclude (acting reasonably (and only in circumstances where, in the reasonable opinion of the Note Trustee, a legal opinion has not previously been issued in respect of Notes having such features and/or a relevant material change in law has occurred)) that it would be prudent, having regard to such nature and features, to obtain such legal opinion(s) or in the event that the Note Trustee considers it prudent (acting reasonably) in view of a change (or proposed change) in (or in the interpretation or application of) any applicable law, regulation or circumstance affecting it, the Note Trustee, the Notes, the Certificates, the Coupons, the Talons, this Trust Deed or the Agency Agreement; and
|
(iii)
|
on each occasion on which a legal opinion is given to any Dealer in relation to any Notes pursuant to the Dealer Agreement from the legal adviser giving such opinion;
|
(o)
|
Notification of redemption or payment: not less than the number of days specified in the relevant Condition prior to the redemption or payment date in respect of any Note or Coupon give to the Note Trustee notice in writing of the amount of such redemption or payment pursuant to the Conditions and duly proceed to redeem or pay such Notes or Coupons accordingly;
|
(p)
|
Tax or optional redemption: if the Relevant Issuer gives notice to the Note Trustee that it intends to redeem the Notes pursuant to Conditions 6(c) (Redemption for Taxation Reasons), 6(d) (Redemption for Indexation Reasons) and 6(e) (Redemption at the Option of the Relevant Issuer) the Relevant Issuer shall, prior to giving such notice to the Noteholders, provide such information to the Note Trustee as the Note Trustee reasonably requires in order to satisfy itself of the matters referred to in such Condition;
|
(q)
|
Change of taxing jurisdiction: if the Relevant Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division thereof or any authority therein or thereof having power to tax other than or in addition to Relevant Issuer's taxing jurisdiction, immediately upon becoming aware thereof notify the Note Trustee of such event and (unless the Note Trustee otherwise agrees) enter forthwith into a trust deed supplemental hereto, giving to the Note Trustee an undertaking or covenant in form and manner satisfactory to the Note Trustee in terms corresponding to the terms of Condition 10 (Taxation) with the substitution for (or, as the case may be, the addition to) the references therein to Relevant Issuer's taxing jurisdiction of references to that other or additional territory to whose taxing jurisdiction, or that of a political subdivision thereof or an authority therein or thereof, the Relevant Issuer shall have become subject as aforesaid, such trust deed also to modify Condition 10 (Taxation) so that such Condition shall make reference to that other or additional territory;
|
(r)
|
Authorised Signatories: upon the execution hereof and thereafter forthwith upon any change of the same, deliver to the Note Trustee (with a copy to the Issuing and Paying Agent) a list of the Authorised Signatories of the Relevant Issuer, together with certified specimen signatures of the same;
|
(s)
|
Payments: pay moneys payable by it to the Note Trustee hereunder without set off, counterclaim, deduction or withholding, unless otherwise compelled by law and in the event of any deduction or withholding compelled by law pay such additional amount as will result in the payment to the Note Trustee of the amount which would otherwise have been payable by it to the Note Trustee hereunder (save that, for the avoidance of doubt, this shall not apply to any payments of interest or principal in respect of the Notes or the Coupons, any additional amounts to be paid in respect of such sums to be instead determined in accordance with Condition 10 (Taxation));
|
(t)
|
Obligations of Agents: enforce its rights as against the Agents and the Registrar under the Agency Agreement and notify the Note Trustee immediately upon it becoming aware of any material breach or failure by an Agent in relation to the Notes or Coupons;
|
(u)
|
Notice of Put Event: notify the Note Trustee in writing immediately on becoming aware of the occurrence of any Put Event; and
|
(v)
|
Cancellation of Notes: procure the delivery of a certificate of cancellation to the Note Trustee detailing all Notes redeemed, converted or purchased by the Relevant Issuer upon which the Note Trustee can rely as conclusive evidence of repayment or discharge of the relevant Notes.
|
10.
|
REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE
|
10.1
|
Normal Remuneration
|
10.2
|
Extra Remuneration
|
10.3
|
Expenses
|
(a)
|
in the case of payments made by the Note Trustee before such demand, carry interest from the date of the demand at the rate of 2 per cent. per annum over the base rate of the Bank of England on the date on which the Note Trustee made such payments and
|
(b)
|
in other cases, carry interest at such rate from 30 days after the date of the demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date.
|
10.4
|
Value Added Tax
|
10.5
|
Indemnity
|
10.6
|
Continuing Effect
|
11.
|
PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE ACT 2000
|
11.1
|
Advice
|
11.2
|
Note Trustee to Assume Performance
|
11.3
|
Resolutions of Noteholders
|
11.4
|
Certificate Signed by directors
|
11.5
|
Certificate of Auditors
|
11.6
|
Delivery of Certificate
|
11.7
|
Deposit of Documents
|
11.8
|
Discretion
|
11.9
|
Note Trustee's consent
|
11.10
|
Agents
|
11.11
|
Delegation
|
11.12
|
Nominees
|
11.13
|
Forged Notes
|
11.14
|
Confidentiality
|
11.15
|
Determinations Conclusive
|
11.16
|
Currency Conversion
|
11.17
|
Events of Default etc.
|
11.18
|
Payment for and Delivery of Notes
|
11.19
|
Notes Held by the Relevant Issuer etc.
|
11.20
|
Legal Opinions
|
11.21
|
Programme Limit
|
11.22
|
Responsibility for agents etc
|
11.23
|
Reliance on certification of clearing system
|
11.24
|
Noteholders as a class
|
11.25
|
Note Trustee not responsible for investigations
|
11.26
|
No obligation to monitor
|
11.27
|
Entry on the Register
|
11.28
|
Interests of accountholders or participants
|
11.29
|
Note Trustee not Responsible
|
11.30
|
Freedom to Refrain
|
11.31
|
Right to Deduct or Withhold
|
11.32
|
Error of judgment
|
11.33
|
Professional charges
|
11.34
|
Expenditure by the Note Trustee
|
11.35
|
Regulatory Position
|
(a)
|
to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licences; and
|
(b)
|
to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so.
|
11.36
|
Not Bound to Act
|
11.37
|
Personal Data
|
12.
|
NOTE TRUSTEE LIABLE FOR NEGLIGENCE
|
12.1
|
Section 1 of the Trustee Act 2000 shall not apply to any function of the Note Trustee where there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act.
|
12.2
|
Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding anything to the contrary the Programme documents, the Note Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to the Programme documents, save in connection with its own gross negligence, wilful default or fraud.
|
12.3
|
Any liability of the Note Trustee arising under the Programme documents shall be limited to the amount of actual loss suffered (such loss shall be determined as at the date of default of the Note Trustee or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Note Trustee at the time of entering into the Programme documents, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Note Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Note Trustee has been advised of the possibility of such loss or damages. This clause shall not apply in the event that a court with jurisdiction determines that the Note Trustee has acted fraudulently or to the extent the limitation of such liability would be precluded by virtue of Sections 750 and 751 of the Companies Act 2006.
|
13.
|
WAIVER
|
14.
|
FREEDOM TO ACT
|
15.
|
MODIFICATION AND SUBSTITUTION
|
15.1
|
Modification
|
15.2
|
Substitution
|
(a)
|
The Note Trustee may, without the consent of the Noteholders or Couponholders, agree to the substitution of the Relevant Issuer's successor in business (the "Substituted Obligor") in place of the Relevant Issuer (or of any previous substitute under this Subclause) as the principal debtor under this Trust Deed, the Notes, the Coupons and the Talons provided that:
|
(i)
|
a deed is executed or undertaking given by the Substituted Obligor to the Note Trustee, in form and manner satisfactory to the Note Trustee, agreeing to be bound by this Trust Deed, the Notes, the Coupons and the Talons (with consequential amendments as the Note Trustee may deem appropriate, including any necessary change of the law governing the Notes, the Coupons, the Talons and/or the Trust Deed) as if the Substituted Obligor had been named in this Trust Deed, the Notes, the Certificates, the Coupons and the Talons as the principal debtor in place of the Relevant Issuer or any previous substitute under this Subclause;
|
(ii)
|
the Note Trustee is satisfied that (i) the Substituted Obligor has obtained all governmental and regulatory approvals and consents necessary for its assumption of liability as principal debtor in respect of the Notes and the Coupons in place of the Relevant Issuer (or such previous substitute as aforesaid) and (ii) such approvals and consents are at the time of substitution in full force and effect;
|
(iii)
|
the Note Trustee may request legal opinions in a form and manner acceptable to it in relation to the Substituted Obligor:
|
(iv)
|
without prejudice to the rights of reliance of the Note Trustee under Subclause 15.2(b) the Note Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the Noteholders;
|
(v)
|
Moody's and S&P have confirmed in writing to the Note Trustee that the substitution of the Substituted Obligor will not result in a downgrading of the then current credit rating of such rating agencies applicable to the class of debt represented by the Notes;
|
(vi)
|
if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Relevant Issuer is subject generally (the "Issuer's Territory"), the Substituted Obligor shall (unless the Note Trustee otherwise agrees) give to the Note Trustee an undertaking satisfactory to the Note Trustee in terms corresponding to Condition 10 (Taxation) with the substitution for the references in that Condition to the Relevant Issuer's Territory of references to the Substituted Territory whereupon the Trust Deed, the Notes, the Certificates, the Coupons and the Talons shall be read accordingly;
|
(vii)
|
if any two directors of the Substituted Obligor certify that it will be solvent immediately prior to such substitution, the Note Trustee need not have regard to the Substituted Obligor's financial condition, profits or prospects or compare them with those of the Relevant Issuer or any previous substitute under this Subclause;
|
(viii)
|
the Relevant Issuer, and the Substituted Obligor comply with such other requirements as the Note Trustee may direct in the interests of the Noteholders and the Couponholders; and
|
(ix)
|
(unless the Relevant Issuer's successor in business is the Substituted Obligor) the obligations of the Substituted Obligor under this Trust Deed, the Notes and the Coupons are guaranteed by the Relevant Issuer to the Note Trustee's satisfaction.
|
(b)
|
Release of Substituted Issuer
|
(c)
|
Completion of Substitution
|
16.
|
APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE TRUSTEE
|
16.1
|
Appointment
|
16.2
|
Retirement and Removal
|
16.3
|
Co-Note Trustees
|
(a)
|
if the Note Trustee considers the appointment to be in the interests of the Noteholders and/or the Couponholders; or
|
(b)
|
to conform with a legal requirement, restriction or condition in a jurisdiction in which a particular act is to be performed; or
|
(c)
|
to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in any jurisdiction.
|
16.4
|
Competence of a Majority of Note Trustees
|
16.5
|
Merger
|
17.
|
NOTES HELD IN CLEARING SYSTEMS AND COUPONHOLDERS
|
17.1
|
Notes Held in Clearing Systems
|
17.2
|
Couponholders
|
18.
|
CURRENCY INDEMNITY
|
18.1
|
Currency of Account and Payment
|
18.2
|
Extent of Discharge
|
18.3
|
Indemnity
|
18.4
|
Indemnity Separate
|
19.
|
COMMUNICATIONS
|
19.1
|
Method
|
19.2
|
Deemed Receipt
|
19.3
|
No Notice to Couponholders
|
20.
|
SEVERAL OBLIGATIONS AND NO CROSS-DEFAULT
|
21.
|
FURTHER PROVISIONS
|
21.1
|
Partial Invalidity
|
21.2
|
Counterparts
|
22.
|
GOVERNING LAW AND JURISDICTION
|
22.1
|
Governing Law
|
22.2
|
Jurisdiction
|
22.3
|
Service of process
|
Date
|
Amount of
decrease in
nominal amount
of this temporary
Global Note
|
Reason for
decrease in
nominal amount
of this temporary
Global Note
(exchange,
cancellation or
forfeiture)
|
Nominal amount
of this temporary
Global Note on
issue or following
such decrease
|
Notation made by
or on behalf of the
Issuing and
Paying Agent
|
Issue Date
|
not applicable
|
not applicable
|
(a)
|
is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions
|
(b)
|
the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and
|
(c)
|
payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note.
|
Date
|
Amount of increase/decrease in nominal amount of this permanent Global Note
|
Reason for increase/decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made)
|
Nominal amount of this permanent Global Note following such increase/decrease
|
Notation made by or on behalf of the Issuing and Paying Agent
|
Due date of payment
|
Date of payment
|
Amount of interest
|
Notation made by or on behalf of the Issuing and Paying Agent
|
Date of exercise
|
Nominal amount of this permanent Global Note in respect of which exercise is made
|
Date of which exercise of such option is effective
|
Notation made by or on behalf of the Issuing and Paying Agent
|
(a)
|
is freely transferable by delivery and such transfer shall operate to confer upon the transferee all rights and benefits appertaining hereto and to bind the transferee with all obligations appertaining hereto pursuant to the Conditions;
|
(b)
|
the holder of this permanent Global Note is and shall be absolutely entitled as against all previous holders to receive all amounts by way of amounts payable upon redemption, interest or otherwise payable in respect of this permanent Global Note and the Issuer has waived against such holder and any previous holder of this permanent Global Note all rights of set-off or counterclaim that would or might otherwise be available to it in respect of the obligations evidenced by this Global Note and;
|
(c)
|
payment upon due presentation of this permanent Global Note as provided herein shall operate as a good discharge against such holder and all previous holders of this permanent Global Note.
|
(a)
|
if the Notes represented by this Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an "Alternative Clearing System") and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or
|
Issuer's Options
|
Noteholders' Options
|
Notices
|
Determination of Entitlement
|
……………………………………….
|
||
……………………………………….
|
Dated
|
……………………………………….
|
Signed …………………………………….
|
Certifying Signature
|
(a)
|
The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.
|
(b)
|
A representative of the Noteholder should state the capacity in which he signs e.g. executor.
|
[Denomination]
|
[lSIN]
|
[Series]
|
[Certif. No.]
|
•
|
•
|
||
•
|
•
|
||
•
|
•
|
……………………………………….
|
||
……………………………………….
|
Dated
|
……………………………………….
|
Signed ……………………………………….
|
Certifying Signature
|
(a)
|
The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.
|
1.
|
Form, Denomination and Title
|
2.
|
No Exchange of Notes and Transfers of Registered Notes
|
(a)
|
No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes.
|
(b)
|
Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Relevant Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuers, with the prior written approval of the Registrar and the Note Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.
|
(c)
|
Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of a Relevant Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.
|
(d)
|
Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2(b) (Transfer of Registered Notes) or (c) (Exercise of Options or Partial Redemption in Respect of Registered Notes) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(f) (Redemption at the Option of Noteholders)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d) (Delivery of New Certificates), business day means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).
|
(e)
|
Transfers Free of Charge: Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Relevant Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).
|
(f)
|
Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, (ii) during the period of 15 days prior to any date on which Notes may be called for redemption by the Relevant Issuer at its option pursuant to Condition 6(e) (Redemption at the Option of the Relevant Issuer), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date.
|
3.
|
Status
|
4.
|
Negative Pledge and Restriction on Distribution of Dividends
|
(a)
|
Negative Pledge: So long as any Note or Coupon remains outstanding (as defined in the Trust Deed), the Relevant Issuer will ensure that no Relevant Indebtedness (as defined below) of the Relevant Issuer and no guarantee by the Relevant Issuer of any Relevant Indebtedness of any person will be secured by a mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of the present or future business, undertaking, assets or revenues (including any uncalled capital) of the Relevant Issuer unless the Relevant Issuer, before or at the same time as the creation of the Security Interest, takes any and all action necessary to ensure that:
|
(i)
|
all amounts payable by the Relevant Issuer under the Notes, the Coupons and the Trust Deed are secured equally and rateably with the Relevant Indebtedness or guarantee, as the case may be, by the same Security Interest, in each case to the satisfaction of the Note Trustee; or
|
(ii)
|
such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in respect of all amounts payable by the Relevant Issuer under the Notes, the Coupons and the Trust Deed either (A) as the Note Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Noteholders or (B) as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.
|
(b)
|
Restriction on distribution of dividends: So long as any Note or Coupon remains outstanding (as defined in the Trust Deed), the Relevant Issuer shall not at any time declare or make a distribution (as defined in Section 1000 of the Corporation Tax Act 2010) or grant a loan or any other credit facility to any of its shareholders unless (1) immediately following the occurrence of any such event, the Net Debt (as defined below) at such time would not exceed 85 per cent. of the Regulatory Asset Base relating to the year in which the relevant distribution or grant was first declared or made; and (2) written certification thereof, signed by two directors of the Relevant Issuer, has been provided to the Note Trustee on or prior to such distribution or grant. Such certification may be relied upon by the Note Trustee without further enquiry or evidence and, if relied upon by the Note Trustee, shall be conclusive and binding on all parties whether or not addressed to each such party.
|
(c)
|
Definitions: In this Condition:
|
(i)
|
amounts credited to current accounts or deposits and certificates of deposit (with a term not exceeding three months) at, or issued by, any bank, building society or other financial institution;
|
(ii)
|
cash in hand;
|
(iii)
|
the lower of book and market value (calculated, where relevant, by reference to their bid price) of gilts issued by the United Kingdom Government; and
|
(iv)
|
subordinated intra-group items, loans from Affiliates (as defined in Condition 7 below) and shareholder loans,
|
(i)
|
any present or future indebtedness (whether being principal, premium, interest or other amounts) in the form of or represented by bonds, notes, debentures, debenture stock, loan stock or other securities, whether issued for cash or in whole or in part for a consideration other than cash, and which are or are capable of being quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market;
|
(ii)
|
monies borrowed or raised from, or any acceptance credit opened by, a bank, building society or other financial institution; and
|
(iii)
|
any leasing or hire purchase agreement which would be treated as a finance lease in the accounts of the relevant person.
|
5.
|
Interest and other Calculations
|
(a)
|
Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(f) (Calculations).
|
(b)
|
Interest on Floating Rate Notes:
|
(i)
|
Interest Payment Dates: Each Floating Rate Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(f) (Calculations). Such Interest Payment Date(s) is/are either shown in the Final Terms as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown in the Final Terms, Interest Payment Date shall mean each date which falls the number of months or other period shown in the Final Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
|
(ii)
|
Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.
|
(iii)
|
Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified in the Final Terms and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified in the Final Terms.
|
(A)
|
ISDA Determination for Floating Rate Notes
|
|
(x)
|
the Floating Rate Option is as specified in the relevant Final Terms
|
|
(y)
|
the Designated Maturity is a period specified in the relevant Final Terms and
|
|
(z)
|
the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified in the relevant Final Terms.
|
(B)
|
Screen Rate Determination for Floating Rate Notes
|
|
(x)
|
Where Screen Rate Determination is specified in the Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either:
|
|
(y)
|
if the Relevant Screen Page is not available, or if sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page or if sub paragraph x(2) applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Calculation Agent shall request, if the Reference Rate is LIBOR, the principal London office of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time), or if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and
|
|
(z)
|
if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Note Trustee and the Relevant Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).
|
(c)
|
Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i) (Early Redemption:).
|
(d)
|
Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 (Interest and other Calculations) to the Relevant Date (as defined in Condition 10 (Taxation)).
|
(e)
|
Margin, Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding:
|
(i)
|
If any Margin is specified in the Final Terms (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with Condition 5(b) (Interest on Floating Rate Notes) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin, subject always to the next paragraph.
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(ii)
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If any Maximum or Minimum Rate of Interest or Redemption Amount is specified in the Final Terms, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be.
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(iii)
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For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes unit means the lowest amount of such currency that is available as legal tender in the countries of such currency.
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(f)
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Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified in the Final Terms, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.
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(g)
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Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts: The Calculation Agent shall, as soon as practicable on each Interest Determination Date, or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts in respect of each denomination of the Notes for the relevant Interest Accrual Period, Interest Period or Interest Payment Date calculate the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, obtain such quotation and/or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period, Interest Period or Interest Payment Date and, if required, the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Note Trustee, the Relevant Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii) (Interest on Floating Rate Notes), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made with the consent of the Note Trustee by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 12 (Events of Default), the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Note Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.
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(h)
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Determination or Calculation by Note Trustee: If the Calculation Agent does not at any time for any reason determine or calculate the Rate of Interest for an Interest Accrual Period or any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, or take any action that it is required to do pursuant to these Conditions, the Calculation Agent shall forthwith notify the Relevant Issuer, the Note Trustee and the Issuing and Paying Agent and the Note Trustee (whether or not it receives such notice) shall do so (or shall appoint an agent on its behalf to do so) and such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such manner as it shall deem fair and reasonable in all the circumstances.
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(i)
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Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
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|
(i)
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in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency and in each (if any) Business Centre; and/or
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(ii)
|
in the case of euro, a day on which the TARGET System is operating (a TARGET Business Day) and a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in each (if any) Business Centre.
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(i)
|
if Actual/Actual or Actual/Actual - ISDA is specified in the Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365)
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(ii)
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if Actual/365 (Fixed) is specified in the Final Terms, the actual number of days in the Calculation Period divided by 365
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(iii)
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if Actual/365 (Sterling) is specified in the Final Terms, the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Period Date falling in a leap year, 366
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(iv)
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if Actual/360 is specified in the Final Terms, the actual number of days in the Calculation Period divided by 360
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(v)
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if 30/360, 360/360 or Bond Basis is specified in the Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
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Day Count Fraction =-
|
[360 x (Y2 – Y1)] + [30 x (M2 – M1) + (D2 – D1)]
___________________________________
360
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|
(vi)
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if 30E/360 or Eurobond Basis is specified in the Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
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Day Count Fraction =-
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[360 x (Y2 – Y1)] + [30 x (M2 – M1) + (D2 – D1)]
____________________________________
360
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|
(vii)
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if 30E/360 (ISDA) is specified in the Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
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Day Count Fraction =-
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[360 x (Y2 – Y1)] + [30 x (M2 – M1) + (D2 – D1)]
____________________________________
360
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|
(viii)
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if Actual/Actual-ICMA is specified in the Final Terms,
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(a)
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if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and
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(b)
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if the Calculation Period is longer than one Determination Period, the sum of:
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(x)
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the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and
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(y)
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the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year
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(i)
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in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified in the Final Terms, shall mean the Fixed Coupon Amount or Broken Amount specified in the Final Terms as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and
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(ii)
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in respect of any other period, the amount of interest payable per Calculation Amount for that period.
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(j)
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Calculation Agent: The Relevant Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them in the Final Terms and for so long as any Note is outstanding (as defined in the Trust Deed). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Relevant Issuer shall (with the prior approval of the Note Trustee) appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.
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(k)
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Adjustment to Rate of Interest: If, in respect of a Tranche of Notes, Ratings Downgrade Rate Adjustment is specified in the relevant Final Terms as being applicable, the Rate of Interest specified in the Final Terms (the Initial Rate of Interest) and payable on the Notes will be subject to adjustment from time to time in the event of a Rating Change or Rating Changes, within the period from and including the Issue Date of such Tranche of Notes to and including the date falling 18 months from such Issue Date (the Rating Change Period, with the final date of such Rating Change Period being the Rating Change Period End Date), which adjustment shall be determined as follows.
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(i)
|
the lowest Rating then assigned to the Notes is A- or A3 or higher, then (unless there is a subsequent Rating Change within the Rating Change Period) from and including the first Interest Payment Date following the Rating Change, the rate of interest payable on the Notes shall be the Initial Rate of Interest;
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(ii)
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the lowest Rating then assigned to the Notes is BBB+ or Baa1, then (unless there is a subsequent Rating Change within the Rating Change Period) from and including the first Interest Payment Date following the Rating Change, the rate of interest payable on the Notes shall be the Initial Rate of Interest plus 0.25 per cent. per annum;
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(iii)
|
the lowest Rating then assigned to the Notes is BBB or Baa2, then (unless there is a subsequent Rating Change within the Rating Change Period) from and including the first Interest Payment Date following the Rating Change, the rate of interest payable on the Notes shall be the Initial Rate of Interest plus 0.50 per cent. per annum; or
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(iv)
|
the lowest Rating then assigned to the Notes is BBB- or Baa3 or lower, or if such Ratings are withdrawn by both of Moody’s Investor Services Limited and Standard & Poor's Credit Market Services Europe Limited, then (unless there is a subsequent Rating Change within the Rating Change Period) from and including the first Interest Payment Date following the Rating Change the rate of interest payable on the Notes shall be the Initial Rate of Interest plus 0.75 per cent. per annum
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6.
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Redemption, Purchase and Options
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(a)
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Final Redemption:
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(b)
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Early Redemption:
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(i)
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Zero Coupon Notes:
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(A)
|
The Early Redemption Amount payable in respect of any Zero Coupon Note, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 6(c) (Redemption for Taxation Reasons) or upon it becoming due and payable as provided in Condition 12 (Events of Default) shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the Final Terms.
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(B)
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Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown in the Final Terms, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually.
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(C)
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If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c) (Redemption for Taxation Reasons) or upon it becoming due and payable as provided in Condition 12 (Events of Default) is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this subparagraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c) (Zero Coupon Notes).
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(ii)
|
Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c) (Redemption for Taxation Reasons) or upon it becoming due and payable as provided in Condition 12 (Events of Default), shall be the Final Redemption Amount unless otherwise specified in the Final Terms.
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(c)
|
Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Relevant Issuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating Rate Note or an Indexed Note) or at any time (if this Note is neither a Floating Rate Note nor an Indexed Note), on giving not less than 30 nor more than 60 days’ notice to the Note Trustee and the Noteholders in accordance with Condition 18 (Notices) (which notice shall be irrevocable) at their Early Redemption Amount (as described in Condition 6(b) (Early Redemption) above) (together with interest accrued to the date fixed for redemption), if (i) the Relevant Issuer satisfies the Note Trustee immediately before the giving of such notice that it has or will become obliged to pay additional amounts as described under Condition 10 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Relevant Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Relevant Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c) (Redemption for Taxation Reasons), the Relevant Issuer shall deliver to the Note Trustee a certificate signed by two directors of the Relevant Issuer stating that the obligation referred to in (i) above cannot be avoided by the Relevant Issuer taking reasonable measures available to it and the Note Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above, in which event it shall be conclusive and binding on Noteholders and Couponholders.
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(d)
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Redemption for Indexation Reasons: Upon the occurrence of any Index Event (as defined below), the Relevant Issuer may, upon giving not less than 30 nor more than 60 days’ notice to the Note Trustee and the holders of the Indexed Notes in accordance with Condition 18 (Notices), redeem all (but not some only) of the Indexed Notes of all Tranches on any Interest Payment Date at the Principal Amount Outstanding (adjusted in accordance with Condition 7(a) (Application of the Index Ratio)) plus accrued but unpaid interest. No single Tranche of Indexed Notes may be redeemed in these circumstances unless all the other Tranches of Indexed Notes linked to the same underlying Index are also redeemed at the same time. Before giving any such notice, the Relevant Issuer shall provide to the Note Trustee a certificate signed by two directors of the Relevant Issuer (a) stating that the Relevant Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Relevant Issuer so to redeem have occurred and (b) confirming that the Relevant Issuer will have sufficient funds on such Interest Payment Date to effect such redemption. The Note Trustee shall be entitled to rely on such certificate without liability to any person.
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(e)
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Redemption at the Option of the Relevant Issuer: If Call Option is specified in the Final Terms, the Relevant Issuer may, on giving not less than 15 nor more than 30 days’ irrevocable notice to the Note Trustee and the Noteholders redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued up to (and including) the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified in the Final Terms and no greater than the Maximum Redemption Amount to be redeemed specified in the Final Terms.
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(f)
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Redemption at the Option of Noteholders: If Put Option is specified in the Final Terms, the Relevant Issuer shall, at the option of the holder of any such Note, upon the holder of such Note giving not less than 15 nor more than 30 days’ notice to the Relevant Issuer (or such other notice period as may be specified in the Final Terms) redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued up to (and including) the date fixed for redemption.
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(g)
|
Redemption at the Option of the Noteholders on a Restructuring Event
|
(i)
|
|
(a)
|
If, at any time while any of the Notes remains outstanding, a Restructuring Event (as defined below) occurs and prior to the commencement of or during the Restructuring Period (as defined below):
|
|
(A)
|
an independent financial adviser (as described below) shall have certified in writing to the Note Trustee that such Restructuring Event will not be or is not, in its opinion, materially prejudicial to the interests of the Noteholders; or
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|
(B)
|
if there are Rated Securities (as defined below), each Rating Agency (as defined below) that at such time has assigned a current rating to the Rated Securities confirms in writing to the Relevant Issuer at its request (which it shall make as set out below) that it will not be withdrawing or reducing the then current rating assigned to the Rated Securities by it from an investment grade rating (BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade rating (BB+/Bal, or their respective equivalents for the time being, or worse) or, if the Rating Agency shall have already rated the Rated Securities below investment grade (as described above), the rating will not be lowered by one full rating category or more, in each case as a result, in whole or in part, of any event or circumstance comprised in or arising as a result of the applicable Restructuring Event,
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|
(b)
|
If, at any time while any of the Notes remains outstanding, a Restructuring Event occurs and (subject to Condition 6(g)(i) (Redemption at the Option of the Noteholders on a Restructuring Event):
|
|
(i)
|
if at the time such Restructuring Event occurs there are Rated Securities, a Rating Downgrade (as defined below) in respect of such Restructuring Event also occurs; or
|
|
(ii)
|
if at such time there are no Rated Securities, a Negative Rating Event (as defined below) in respect of such Restructuring Event also occurs; and
|
|
(B)
|
an independent financial adviser shall have certified in writing to the Note Trustee that such Restructuring Event is, in its opinion, materially prejudicial to the interests of the Noteholders (a Negative Certification),
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(ii)
|
Promptly upon the Relevant Issuer becoming aware that a Put Event (as defined below) has occurred, and in any event not later than 14 days after the occurrence of a Put Event, the Relevant Issuer shall, and at any time upon the Note Trustee if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding shall, give notice (a Put Event Notice) to the Noteholders in accordance with Condition 18 (Notices) specifying the nature of the Put Event and the procedure for exercising the Put Option.
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(iii)
|
To exercise the Put Option, the holder of a Note must comply with the provisions of Condition 6(f) (Redemption at the Option of Noteholders). The applicable notice period for the purposes of Condition 6(f) (Redemption at the Option of Noteholders) shall be the period (the Put Period) of 45 days after that on which a Put Event Notice is given. Subject to the relevant Noteholder having complied with Condition 6(f) (Redemption at the Option of Noteholders), the Relevant Issuer shall redeem or, at the option of that Relevant Issuer, purchase (or procure the purchase of) the relevant Note on the fifteenth day after the date of expiry of the Put Period (the Put Date) unless previously redeemed or purchased.
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(iv)
|
For the purposes of these Conditions:
|
|
(a)
|
Distribution Services Area means, in respect of a Relevant Issuer, the area specified as such in the distribution licence granted to it on 1 October 2001 under section 6(l)(c) of the Electricity Act 1989 (as amended by section 30 of the Utilities Act 2000), as of the date of such distribution licence.
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(b)
|
A Negative Rating Event shall be deemed to have occurred if (1) a Relevant Issuer does not, either prior to or not later than 14 days after the date of the relevant Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Notes or any other unsecured and unsubordinated debt of that Relevant Issuer having an initial maturity of five years or more from a Rating Agency or (2) if it does so seek and use such endeavours, it is unable, as a result of such Restructuring Event, to obtain such a rating of at least investment grade (BBB-/Baa3, or their respective equivalents for the time being).
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(c)
|
A Put Event occurs on the date of the last to occur of (1) a Restructuring Event, (2) either a Rating Downgrade or, as the case may be, a Negative Rating Event and (3) the relevant Negative Certification.
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(d)
|
Rating Agency means Standard & Poor’s Credit Market Services Europe Limited or any of its subsidiaries and their successors (Standard & Poor’s) or Moody’s Investors Service Limited or any of its subsidiaries and their successors (Moody’s) or any rating agency substituted for any of them (or any permitted substitute of them) by the Relevant Issuer from time to time with the prior written approval of the Note Trustee.
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|
(e)
|
A Rating Downgrade shall be deemed to have occurred in respect of a Restructuring Event if the then current rating assigned to the Rated Securities by any Rating Agency (whether provided by a Rating Agency at the invitation of the Relevant Issuer 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 grade rating (BB+/Bal), or their respective equivalents for the time being, or worse) or, if the Rating Agency shall then have already rated the Rated Securities below investment grade (as described above), the rating is lowered one full rating category or more.
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|
(f)
|
Rated Securities means the Notes, if at any time and for so long as they have a rating from a Rating Agency, and otherwise any other unsecured and unsubordinated debt of a Relevant Issuer having an initial maturity of five years or more which is rated by a Rating Agency.
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|
(g)
|
Restructuring Event means the occurrence of any one or more of the following events:
|
|
(A)
|
|
(i)
|
the Secretary of State for Business, Innovation and Skills (or any successor) giving the Relevant Issuer written notice of any revocation of its Distribution Licence; or
|
|
(ii)
|
the Relevant Issuer agreeing in writing with the Secretary of State for Business, Innovation and Skills (or any successor) to any revocation or surrender of its Distribution Licence; or
|
|
(iii)
|
any legislation (whether primary or subordinate) being enacted which terminates or revokes the Distribution Licence of the Relevant Issuer;
|
|
(B)
|
any modification (other than a modification which is of a formal, minor or technical nature) being made to the terms and conditions upon which a Relevant Issuer is authorised and empowered under relevant legislation to distribute electricity in the Distribution Services Area unless two directors of such Issuer have certified in good faith to the Note Trustee that the modified terms and conditions are not materially less favourable to the business of that Relevant Issuer;
|
|
(C)
|
any legislation (whether primary or subordinate) is enacted which removes, qualifies or amends (other than an amendment which is of a formal, minor or technical nature) the duties of the Secretary of State for Business, Innovation and Skills (or any successor) and/or the Gas and Electricity Markets Authority (or any successor) under section 3A of the Electricity Act 1989 (as amended by the Utilities Act 2000) (as this may be amended from time to time) unless two directors of such Relevant Issuer have certified in good faith to the Note Trustee that such removal, qualification or amendment does not have a materially adverse effect on the financial condition of that Relevant Issuer.
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(h)
|
Restructuring Period means:
|
|
(A)
|
if at the time a Restructuring Event occurs there are Rated Securities, the period of 90 days starting from and including the day on which that Restructuring Event occurs; or
|
|
(B)
|
if at the time a Restructuring Event occurs there are no Rated Securities, the period starting from and including the day on which that Restructuring Event occurs and ending on the day 90 days following the later of (aa) the date (if any) on which the Relevant Issuer shall seek to obtain a rating as contemplated by the definition of Negative Rating Event; (bb) the expiry of the 14 days referred to in the definition of Negative Rating Event and (cc) the date on which a Negative Certification shall have been given to the Note Trustee in respect of that Restructuring Event.
|
|
(i)
|
A Rating Downgrade or a Negative Rating Event or a non-investment grade rating shall be deemed not to have occurred as a result or in respect of a Restructuring Event if the Rating Agency making the relevant reduction in rating or, where applicable, refusal to assign a rating of at least investment grade as provided in this Condition 6(g) (Redemption at the Option of the Noteholders on a Restructuring Event), does not announce or publicly confirm or inform the Relevant Issuer in writing at its request (which it shall make as set out in the following paragraph) that the reduction or, where applicable, declining to assign a rating of at least investment grade, was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of the applicable Restructuring Event.
|
(i)
|
Purchases: The Relevant Issuer may at any time purchase Notes (provided that all unmatured Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price.
|
(i)
|
Cancellation: All Notes purchased by or on behalf of the Relevant Issuer or its Subsidiaries may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the Issuing and Paying Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Relevant Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Relevant Issuer in respect of any such Notes shall be discharged.
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7.
|
Indexation
|
(a)
|
Application of the Index Ratio
|
(b)
|
Changes in Circumstances Affecting the Index
|
(i)
|
Change in base: If at any time and from time to time the Index is changed by the substitution of a new base therefore, then with effect from the calendar month from and including that in which such substitution takes effect (1) the definition of "Index" and "Index Figure" in Condition 8 (Definitions) shall be deemed to refer to the new date or month in substitution for January 1987 (or, as the case may be, to such other date or month as may have been substituted therefore); and (2) the new Base Index Figure shall be the product of the existing Base Index Figure and the Index Figure immediately following such substitution, divided by the Index Figure immediately prior to such substitution.
|
(ii)
|
Delay in publication of Index: If the Index Figure relating to any month (the relevant month) which is required to be taken account for the purposes of the determination of the Index Figure applicable for any date is not published on or before the fourteenth business day before the date on which any payment of interest or principal on the Notes is due (the date for payment), the Index Figure relating to the relevant month shall be (1) such substitute index figure (if any) as an Indexation Adviser considers to have been published by the Bank of England or, as the case may be, the United Kingdom Debt Management Office (or such other designated debt manager of Her Majesty’s Treasury, from time to time) for the purposes of indexation of payments on the Reference Gilt or, failing such publication, on any one or more issues of index-linked Treasury Stock selected by the Indexation Adviser (and approved by the Note Trustee); or (2) if no such determination is made by such Indexation Adviser within 7 days, the Index Figure last published (or, if later, the substitute index figure last determined pursuant to Condition 7(b)(i) (Change in base)) before the date for payment.
|
(c)
|
Application of Changes
|
(i)
|
in relation to a payment of principal or interest in respect of such Note other than upon final redemption of such Note, the principal or interest (as the case may be) next payable after the date of such subsequent publication shall be increased or reduced by an amount equal to (respectively) the shortfall or excess of the amount of the relevant payment made on the basis of the Index Figure applicable by virtue of Condition 7(b)(ii)(2), below or above the amount of the relevant payment that would have been due if the Index Figure subsequently published had been published on or before the fourteenth Business Day before the date for payment; and
|
(ii)
|
in relation to a payment of principal or interest upon final redemption, no subsequent adjustment to amounts paid will be made.
|
(d)
|
Cessation of or Fundamental Changes to the Index
|
(i)
|
If (1) the Note Trustee has been notified by the Agent Bank (or the Calculation Agent, if applicable) that the Index has ceased to be published; or (2) the Note Trustee has been notified by the Agent Bank (or the Calculation Agent, if applicable) when any change is made to the coverage or the basic calculation of the Index which constitutes a fundamental change which would, in the opinion of the Note Trustee acting solely on the advice of an Indexation Adviser, be materially prejudicial to the interests of the Noteholders, the Note Trustee will give written notice of such occurrence to the Relevant Issuer, and the Relevant Issuer and the Note Trustee together shall seek to agree for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Relevant Issuer and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made.
|
(ii)
|
If the Relevant Issuer and the Note Trustee fail to reach agreement as mentioned above within 20 Business Days following the giving of notice as mentioned in paragraph (i), a bank or other person in London shall be appointed by the Relevant Issuer and the Note Trustee or, failing agreement on and the making of such appointment within 20 Business Days following the expiry of the day period referred to above, by the Note Trustee (in each case, such bank or other person so appointed being referred to as the Expert), to determine for the purpose of the Notes one or more adjustments to the Index or a substitute index (with or without adjustments) with the intention that the same should leave the Relevant Issuer and the Noteholders in no better and no worse position than they would have been had the Index not ceased to be published or the relevant fundamental change not been made. Any Expert so appointed shall act as an expert and not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation Adviser and of any of the Relevant Issuer and the Note Trustee in connection with such appointment shall be borne by the Relevant Issuer.
|
(iii)
|
The Index shall be adjusted or replaced by a substitute index as agreed by the Relevant Issuer and the Note Trustee or as determined by the Expert pursuant to the foregoing paragraphs, as the case may be, and references in these Conditions to the Index and to any Index Figure shall be deemed amended in such manner as the Note Trustee and the Relevant Issuer agree are appropriate to give effect to such adjustment or replacement. Such amendments shall be effective from the date of such notification and binding upon the Relevant Issuer, the other Secured Creditors, the Note Trustee and the Noteholders, and the Relevant Issuer shall give notice to the Noteholders in accordance with Condition 18 (Notices) of such amendments as promptly as practicable following such notification.
|
8.
|
Definitions
|
(i)
|
the amount paid up or credited as paid up on the share capital of the Relevant Issuer; and
|
(ii)
|
the total of the capital, revaluation and revenue reserves of the Group (as defined below), including any share premium account, capital redemption reserve and credit balance on the profit and loss account, but excluding sums set aside for taxation and amounts attributable to outside shareholders in Subsidiary Undertakings (as defined below) and deducting any debit balance on the profit and loss account,
|
IFA = RPI m3+
|
(Day of Calculation Date 1)
(Days in month of Calculation Date)
|
(RPI m2 RPI m3)
|
9.
|
Payments and Talons
|
(a)
|
Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 9(f)(v) (Unmatured Coupons and unexchanged Talons)) or Coupons (in the case of interest, save as specified in Condition 9(f)(ii) (Unmatured Coupons and unexchanged Talons)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank. Bank means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System.
|
(b)
|
Registered Notes:
|
(i)
|
Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below.
|
(ii)
|
Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the day before the due date for payment thereof (the Record Date). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank.
|
(c)
|
Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Relevant Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Relevant Issuer, any adverse tax consequence to the Relevant Issuer.
|
(d)
|
Payments subject to Fiscal Laws: All payments are subject in all cases (i) to any applicable fiscal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 10 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to Condition 10 (Taxation)) any law implementing an intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.
|
(e)
|
Appointment of Agents: The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuers are listed in the Agency Agreement. The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuers and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuers reserve the right at any time with the approval of the Note Trustee to vary or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuers shall at all times maintain (i) an Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two major European cities, (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed in each case, as approved by the Note Trustee and (vii) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC.
|
(f)
|
Unmatured Coupons and unexchanged Talons:
|
(i)
|
Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes (other than Indexed Notes), such Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 11 (Prescription)).
|
(ii)
|
Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note or Indexed Notes, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
|
(iii)
|
Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
|
(iv)
|
Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Relevant Issuer may require.
|
(v)
|
If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.
|
(g)
|
Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 11 (Prescription)).
|
(h)
|
Non-Business Days: Subject as provided in the relevant Final Terms, if any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, business day means a day (other than a Saturday or a Sunday) on which banks are open for presentation and payment of debt securities and for dealings in foreign currency in the relevant place of presentation in such jurisdiction as shall be specified as "Additional Financial Centres" in the relevant Final Terms and (in the case of a payment in a currency other than euro), where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which dealings may be carried on in the relevant currency in the principal financial centre of the country of such currency and, in relation to any sum payable in euro, a day on which the TARGET system is open.
|
10.
|
Taxation
|
(a)
|
Other connection: to, or to a third party on behalf of, a holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the United Kingdom other than the mere holding of the Note or Coupon; or
|
(b)
|
Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant Note (or the Certificate representing it) or Coupon is presented for payment; or
|
(c)
|
Presentation more than 30 days after the Relevant Date: presented or surrendered (or in respect of which the Certificate representing it is presented or surrendered) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth day; or
|
(d)
|
Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
|
(e)
|
Payment by another Paying Agent: (except in the case of Registered Notes) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union.
|
11.
|
Prescription
|
12.
|
Events of Default
|
(i)
|
Non-Payment: if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 14 days in the case of principal and 21 days in the case of interest or, where relevant, the Relevant Issuer, having become obliged to redeem, purchase or procure the purchase of (as the case may be) any Notes pursuant to Condition 6 (Redemption, Purchase and Options) fails to do so within a period of 14 days of having become so obliged; or
|
(ii)
|
Breach of Other Obligations: the Relevant Issuer does not perform, observe or comply with any one or more of its other obligations, covenants, conditions or provisions under the Notes or the Trust Deed and (except where the Note Trustee shall have certified to the Issuer in writing that it considers such failure to be incapable of remedy in which case no such notice or continuation as is hereinafter mentioned will be required) the failure continues for the period of 30 days (or such longer period as the Note Trustee may in its absolute discretion permit) next following the service by the Note Trustee on the Issuer of notice requiring the same to be remedied; or
|
(iii)
|
Cross-Acceleration: if (A) any other indebtedness for borrowed money (as defined in Condition 4 (Negative Pledge and Restriction on Distribution of Dividends) but, for the purposes of this paragraph (iii), excluding Non-recourse Indebtedness) of the Relevant Issuer or any Principal Subsidiary becomes due and repayable prior to its stated maturity by reason of a default or (B) any such indebtedness for borrowed money is not paid when due or, as the case may be, within any applicable grace period (as originally provided) or (C) the Relevant Issuer or any Principal Subsidiary fails to pay when due (or, as the case may be, within any originally applicable grace period) any amount payable by it under any present or future guarantee for, or indemnity in respect of, any indebtedness for borrowed money of any person or (D) any security given by the Relevant Issuer or any Principal Subsidiary for any indebtedness for borrowed money of any person or any guarantee or indemnity of indebtedness for borrowed money of any person becomes enforceable by reason of default in relation thereto and steps are taken to enforce such security save in any such case where there is a bona fide dispute as to whether the relevant indebtedness for borrowed money or any such guarantee or indemnity as aforesaid shall be due and payable, provided that the aggregate amount of the relevant indebtedness for borrowed money in respect of which any one or more of the events mentioned above in this paragraph (iii) has or have occurred equals or exceeds whichever is the greater of £20,000,000 or its equivalent in other currencies (on the basis of the middle spot rate for the relevant currency against pounds sterling as quoted by any leading bank on the day on which this paragraph (iii) applies) and two per cent. of the Capital and Reserves; or
|
(iv)
|
Enforcement Proceedings: a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any substantial part of the property, assets or revenues of the Relevant Issuer and is not discharged or stayed within 90 days; or
|
(v)
|
Insolvency: the Relevant Issuer is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of its debts generally or a material part of a particular type of its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting its debts generally or any part of a particular type of the debts of the Relevant Issuer; or
|
(vi)
|
Winding-up: (A) an administrator or liquidator is appointed in relation to the Relevant Issuer (and, in each case, not discharged within 90 days) or (B) an order is made or an effective resolution passed for the winding-up or dissolution or administration of the Relevant Issuer, or (C) the Relevant Issuer shall apply or petition for a winding-up or administration order in respect of itself or (D) the Relevant Issuer ceases or threatens to cease to carry on all or substantially all of its business or operations, in each case ((A) to (D) inclusive) except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by the Note Trustee or by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders; or
|
(vii)
|
Nationalisation: any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Relevant Issuer; or
|
(viii)
|
Illegality: it is or will become unlawful for the Relevant Issuer to perform or comply with any one or more of its obligations under any of the Notes or the Trust Deed,
|
(ix)
|
Definitions: in this Condition:
|
|
(A)
|
which is a single purpose company whose principal assets and business are constituted by the ownership, acquisition, development and/or operation of an asset;
|
|
(B)
|
none of whose indebtedness for borrowed money in respect of the financing of such ownership, acquisition, development and/or operation of an asset is subject to any recourse whatsoever to any member of the Group (other than another Excluded Subsidiary) in respect of the repayment thereof, except as expressly referred to in subparagraph (B)(II). of the definition of Non-recourse Indebtedness below; and
|
|
(C)
|
which has been designated as such by the Relevant Issuer by written notice to the Note Trustee, provided that the Relevant Issuer may give written notice to the Note Trustee at any time that any Excluded Subsidiary is no longer an Excluded Subsidiary, whereupon it shall cease to be an Excluded Subsidiary.
|
|
(A)
|
which is incurred by an Excluded Subsidiary; or
|
|
(B)
|
in respect of which the person or persons to whom any such indebtedness for borrowed money is or may be owed by the relevant borrower (whether or not a member of the Group) has or have no recourse whatsoever to any member of the Group (other than an Excluded Subsidiary) for the repayment thereof other than:
|
|
I.
|
recourse to such borrower for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from any specific asset or assets over or in respect of which security has been granted in respect of such indebtedness for borrowed money; and/or
|
|
II.
|
recourse to such borrower for the purpose only of enabling amounts to be claimed in respect of such indebtedness for borrowed money in an enforcement of any encumbrance given by such borrower over any such asset or assets or the income, cash flow or other proceeds deriving therefrom (or given by any shareholder or the like in the borrower over its shares or the like in the capital of the borrower) to secure such indebtedness for borrowed money, provided that (aa) the extent of such recourse to such borrower is limited solely to the amount of any recoveries made on any such enforcement, and (bb) such person or persons is/are not entitled, by virtue of any right or claim arising out of or in connection with such indebtedness for borrowed money, to commence proceedings for the winding up or dissolution of the borrower or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of the borrower or any of its assets (save for the assets the subject of such encumbrance); and/or
|
|
III.
|
recourse to such borrower generally, or directly or indirectly to a member of the Group, under any form of assurance, undertaking or support, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for breach of an obligation (not being a payment obligation or an obligation to procure payment by another or an indemnity in respect thereof or any obligation to comply or to procure compliance by another with any financial ratios or other tests of financial condition) by the person against whom such recourse is available.
|
|
(A)
|
whose (a) profits on ordinary activities before tax or (b) gross assets, in each case attributable to the Relevant Issuer represent 20 per cent. or more of the consolidated profits on ordinary activities before tax of the Group or, as the case may be, consolidated gross assets of the Group, in each case as calculated by reference to the then latest audited financial statements of such Subsidiary (consolidated in the case of a company which itself has Subsidiaries) and the then latest audited consolidated financial statements of the Group provided that in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial statements of the Group relate, the reference to the then latest audited consolidated financial statements of the Group for the purposes of the calculation above shall, until consolidated financial statements for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned financial statements as if such Subsidiary had been shown in such financial statements by reference to its then latest relevant audited financial statements, adjusted as deemed appropriate by the Auditors; or
|
|
(B)
|
to which is transferred all or substantially all of the business, undertaking and assets of a Subsidiary of the Relevant Issuer which immediately prior to such transfer is a Principal Subsidiary, whereupon the transferor Subsidiary shall cease to be a Principal Subsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary under the provisions of this sub-paragraph (B), upon publication of its next audited financial statements (but without prejudice to the provisions of sub-paragraph (A) above) but so that such transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary of the Relevant Issuer on or at any time after the date on which such audited financial statements have been published by virtue of the provisions of sub-paragraph (A) above or before, on or at any time after such date by virtue of the provisions of this sub-paragraph (B).
|
13.
|
Meetings of Noteholders, Modification, Waiver and Substitution
|
(a)
|
Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders of one or more Series of Notes to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10 per cent in nominal amount of the affected Series of Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing one more than 50 per cent. in nominal amount of the affected Series of Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the affected Series of Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia:
|
(i)
|
to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes;
|
(ii)
|
to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Notes;
|
(iii)
|
to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes;
|
(iv)
|
if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown in the Final Terms, to reduce any such Minimum and/or Maximum;
|
(v)
|
to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount;
|
(vi)
|
to vary the currency or currencies of payment or denomination of the Notes;
|
(vii)
|
to sanction the exchange or substitution for the Notes of, or the conversion of the Notes into, shares, bonds or other obligations or securities of the Relevant Issuer, whether or not those rights arise under the Trust Deed; or
|
(viii)
|
to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution,
|
(b)
|
Modification of the Trust Deed: The Note Trustee may agree, without the consent of the Noteholders or Couponholders, (i) to any modification of any of the provisions of the Trust Deed or the Notes, or Coupons or these Conditions that is of a formal, minor or technical nature or is made to correct a manifest error, and (ii) if in the opinion of the Note Trustee the interests of the Noteholders will not be materially prejudiced thereby, to any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach of any of the provisions of the Trust Deed or the Notes, or Coupons or these Conditions, or determine that any Event of Default shall not be treated as such. Any such modification, authorisation or waiver shall be binding on the Noteholders and the Couponholders and, if the Note Trustee so requires, such modification shall be notified to the Noteholders as soon as practicable.
|
(c)
|
Substitution: The Note Trustee may agree, subject to the execution of a deed or undertaking supplemental to the Trust Deed in form and manner satisfactory to the Note Trustee and such other conditions as the Note Trustee may require, but without the consent of the Noteholders or the Couponholders, to the substitution of the Relevant Issuer’s successor in business in place of the Relevant Issuer or of any previous substituted company, as principal debtor under the Trust Deed and the Notes. In the case of such a substitution the Note Trustee may agree, without the consent of the Noteholders or the Couponholders, to a change of the law governing the Notes, the Coupons, the Talons and/or the Trust Deed provided that such change would not in the opinion of the Note Trustee be materially prejudicial to the interests of the Noteholders.
|
(d)
|
Entitlement of the Note Trustee: In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Note Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders and the Note Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Relevant Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders.
|
(e)
|
Modifications
|
14.
|
Enforcement
|
15.
|
Indemnification of the Note Trustee
|
16.
|
Replacement of Notes, Certificates, Coupons and Talons
|
17.
|
Further Issues
|
18.
|
Notices
|
19.
|
Contracts (Rights of Third Parties) Act 1999
|
20.
|
Governing Law and Jurisdiction
|
(a)
|
Governing Law: The Trust Deed, the Notes, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.
|
(b)
|
Jurisdiction: The Courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Coupons or Talons (Proceedings) may be brought in such courts. The Issuers have in the Trust Deed irrevocably submitted to the jurisdiction of such courts.
|
[Cp. No.]
|
[Denomination]
|
[ISIN]
|
[Series]
|
[Certif. No.]
|
[Talon No.]
|
[ISIN]
|
[Series]
|
[Certif. No.]
|
1.
|
In this Schedule:
|
(a)
|
references to a meeting are to a meeting of Noteholders of one or more Series of Notes issued by the Relevant Issuer and include, unless the context otherwise requires, any adjournment;
|
(b)
|
references to Notes and Noteholders are only to the Notes of the one or more Series in respect of which a meeting has been, or is to be, called, and to the holders of these Notes, respectively;
|
(c)
|
agent means a holder of a voting certificate or a proxy for, or representative of, a Noteholder;
|
(d)
|
block voting instruction means an instruction issued in accordance with paragraphs 8 to 14;
|
(e)
|
Extraordinary Resolution means a resolution passed at a meeting duly convened and held in accordance with this Trust Deed by a majority of at least 75 per cent. of the votes cast;
|
(f)
|
proxy has the meaning given to it in paragraph 9(f) below;
|
(g)
|
required proportion means the proportion of the Notes shown by the table in paragraph 19 below;
|
(h)
|
voting certificate means a certificate issued in accordance with paragraphs 5, 6, 7 and 14; and
|
(i)
|
references to persons representing a proportion of the Notes are to Noteholders or agents holding or representing in the aggregate at least that proportion in nominal amount of the Notes for the time being outstanding.
|
2.
|
A meeting shall, subject to the Conditions and without prejudice to any powers conferred on other persons by this Trust Deed, have power by Extraordinary Resolution:
|
(a)
|
to approve proposals relating to reserved matters listed in Condition 13 (Meetings of Noteholders, Modifications, Waiver and Substitution);
|
(b)
|
to sanction any proposal by the Relevant Issuer or the Note Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders and/or the Couponholders against the Relevant Issuer, whether or not those rights arise under this Trust Deed;
|
(c)
|
to assent to any modification of this Trust Deed, the Notes, the Talons or the Coupons proposed by the Relevant Issuer or the Note Trustee;
|
(d)
|
to authorise anyone (including the Note Trustee) to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;
|
(e)
|
to give any authority, direction or sanction required to be given by Extraordinary Resolution;
|
(f)
|
to appoint any persons (whether Noteholders or not) as a committee or committees to represent the Noteholders' interests and to confer on them any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution;
|
(g)
|
to approve a proposed new Note Trustee and to remove a Note Trustee;
|
(h)
|
(other than as permitted under Clause 15.2 of this Trust Deed) to approve the substitution of any entity for the Relevant Issuer (or any previous substitute) as principal debtor under this Trust Deed; and
|
(i)
|
to discharge or exonerate the Note Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed, the Notes, the Talons or the Coupons,
|
3.
|
The Relevant Issuer or the Note Trustee may at any time convene a meeting. If it receives a written request by Noteholders holding at least 10 per cent. in nominal amount of the Notes of any Series for the time being outstanding and is indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses, the Note Trustee shall convene a meeting of the Noteholders of that Series. Every meeting shall be held on a date and at a time and place approved by the Note Trustee.
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4.
|
At least 21 days' notice (exclusive of the day on which the notice is given and of the day of the meeting) shall be given to the Noteholders and the Paying Agents in relation to the Bearer Notes and the Registrar in relation to the Registered Notes (with a copy to the Relevant Issuer). A copy of the notice shall be given by the party convening the meeting to the other parties. The notice shall specify the day, time and the place of meeting and, unless the Note Trustee otherwise agrees, the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies or representatives, obtain voting certificates and use block voting instructions and the details of the time limits applicable.
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5.
|
If a holder of a Bearer Note wishes to obtain a voting certificate in respect of it for a meeting, he must deposit it for that purpose at least 48 hours before the time fixed for the meeting with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose. The Paying Agent shall then issue a voting certificate in respect of it.
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6.
|
A voting certificate shall:
|
(a)
|
be a document in the English language
|
(b)
|
be dated
|
(c)
|
specify the meeting concerned and the serial numbers of the Notes deposited and
|
(d)
|
entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect of those Notes.
|
7.
|
Once a Paying Agent has issued a voting certificate for a meeting in respect of a Note, it shall not release the Note until either:
|
(a)
|
the meeting has been concluded or
|
(b)
|
the voting certificate has been surrendered to the Paying Agent.
|
8.
|
If a holder of a Bearer Note wishes the votes attributable to it to be included in a block voting instruction for a meeting, then, at least 48 hours before the time fixed for the meeting, (i) he must deposit the Note for that purpose with a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by the Paying Agent for the purpose and (ii) he or a duly authorised person on his behalf must direct the Paying Agent how those votes are to be cast. The Paying Agent shall issue a block voting instruction in respect of the votes attributable to all Notes so deposited.
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9.
|
A block voting instruction shall:
|
(a)
|
be a document in the English language
|
(b)
|
be dated
|
(c)
|
specify the meeting concerned
|
(d)
|
list the total number and serial numbers of the Notes deposited, distinguishing with regard to each resolution between those voting for and those voting against it
|
(e)
|
certify that such list is in accordance with Notes deposited and directions received as provided in paragraphs 8, 11 and 14 and
|
(f)
|
appoint a named person (a "proxy") to vote at that meeting in respect of those Notes and in accordance with that list.
|
10.
|
Once a Paying Agent has issued a block voting instruction for a meeting in respect of the votes attributable to any Notes:
|
(a)
|
it shall not release the Notes, except as provided in paragraph 11, until the meeting has been concluded and
|
(b)
|
the directions to which it gives effect may not be revoked or altered during the 48 hours before the time fixed for the meeting.
|
11.
|
If the receipt for a Note deposited with a Paying Agent in accordance with paragraph 8 is surrendered to the Paying Agent at least 48 hours before the time fixed for the meeting, the Paying Agent shall release the Note and exclude the votes attributable to it from the block voting instruction.
|
12.
|
Each block voting instruction shall be deposited at least 24 hours before the time fixed for the meeting at such place as the Note Trustee shall designate or approve, and in default it shall not be valid unless the chairman of the meeting decides otherwise before the meeting proceeds to business. If the Note Trustee requires, a notarially certified copy of each block voting instruction shall be produced by the proxy at the meeting but the Note Trustee need not investigate or be concerned with the validity of the proxy's appointment.
|
13.
|
A vote cast in accordance with a block voting instruction shall be valid even if it or any of the Noteholders' instructions pursuant to which it was executed has previously been revoked or amended, unless written intimation of such revocation or amendment is received from the relevant Paying Agent by the Relevant Issuer or the Note Trustee at its registered office or by the chairman of the meeting in each case at least 24 hours before the time fixed for the meeting.
|
14.
|
No Note may be deposited with or to the order of a Paying Agent at the same time for the purposes of both paragraph 5 and paragraph 8 for the same meeting.
|
15.
|
(a)
|
A holder of a Registered Note may, by an instrument in writing in the form available from the specified office of a Transfer Agent in the English language executed by or on behalf of the holder and delivered to the Transfer Agent at least 48 hours before the time fixed for a meeting, appoint any person (a proxy) to act on his behalf in connection with that meeting. A proxy need not be a Noteholder.
|
(b)
|
A corporation which holds a Registered Note may by delivering to a Transfer Agent at least 24 hours before the time fixed for a meeting a certified copy of a resolution of its directors or other governing body (with, if it is not in English, a certified translation into English) authorise any person to act as its representative (a "representative") in connection with that meeting.
|
16.
|
The chairman of a meeting shall be such person as the Note Trustee may nominate in writing, but if no such nomination is made or if the person nominated is not present within 15 minutes after the time fixed for the meeting the Noteholders or agents present shall choose one of their number to be chairman, failing which the Relevant Issuer may appoint a chairman. The chairman need not be a Noteholder or agent. The chairman of an adjourned meeting need not be the same person as the chairman of the original meeting.
|
17.
|
The following may attend and speak at a meeting:
|
(a)
|
Noteholders and agents;
|
(b)
|
the chairman;
|
(c)
|
the Relevant Issuer and the Note Trustee (through their respective representatives) and their respective financial and legal advisers;
|
(d)
|
the Dealers and their advisers;
|
(e)
|
any other person approved by the meeting or the Note Trustee; and
|
(f)
|
in relation to Registered Notes, the Registrar, or in relation to Bearer Notes, the Issuing and Paying Agent.
|
18.
|
No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders or if the Relevant Issuer and the Note Trustee agree, be dissolved. In any other case it shall be adjourned until such date, not less than 14 nor more than 42 days later, and time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.
|
19.
|
Two (or in the case of an adjourned meeting one) or more Noteholders or agents present in person shall be a quorum provided, however, that, so long as at least the required proportion of the aggregate principal amount of the outstanding Notes is represented by, in the case of Bearer Notes, the Global Notes or, in the case of Registered Notes, the Global Certificates or a single Certificate, in the context of Registered Notes, an agent appointed in relation thereto or a Noteholder of the Notes represented thereby shall be deemed to be two voters (or in the case of an adjourned meeting, one voter) for the purpose of forming a quorum:
|
(a)
|
in the cases marked "No minimum proportion" in the table below, whatever the proportion of the Notes which they represent; and
|
(b)
|
in any other case, only if they represent, in nominal amount of the affected Series of Notes for the time being outstanding, the proportion of the Notes shown by the table below.
|
COLUMN 1
|
COLUMN 2
|
COLUMN 3
|
Purpose of meeting
|
Any meeting except one referred to in column 3
Required proportion
|
Meeting previously adjourned through want of a quorum
Required proportion
|
To pass a special quorum resolution
|
75 per cent.
|
25 per cent.
|
To pass any other Extraordinary Resolution
|
One more than 50 per cent.
|
No minimum proportion
|
Any other purpose
|
One more than 10 per cent.
|
No minimum proportion
|
20.
|
The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting from time to time and from place to place. Only business which could have been transacted at the original meeting may be transacted at a meeting adjourned in accordance with this paragraph or paragraph 18.
|
21.
|
At least ten days' notice of a meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and that notice shall state the quorum required at the adjourned meeting. No notice need, however, otherwise be given of an adjourned meeting.
|
22.
|
Each question submitted to a meeting shall be decided by a show of hands unless a poll is (before, or on the declaration of the result of, the show of hands) demanded by the chairman, the Relevant Issuer, the Note Trustee or one or more persons holding one or more Notes or voting certificates representing 2 per cent. of the Notes.
|
23.
|
Unless a poll is demanded a declaration by the chairman that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or against it.
|
24.
|
If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which it was demanded as at the date it was taken. A demand for a poll shall not prevent the meeting continuing for the transaction of business other than the question on which it has been demanded.
|
25.
|
A poll demanded on the election of a chairman or on a question of adjournment shall be taken at once.
|
26.
|
On a show of hands every person who is present in person and who produces a Bearer Note, a Certificate of which he is the registered holder or a voting certificate or is a proxy or representative has one vote. On a poll every such person has one vote in respect of each integral currency unit of the Specified Currency of such Series of Notes so produced or represented by the voting certificate so produced or for which he is a proxy or representative. Without prejudice to the obligations of proxies, a person entitled to more than one vote need not use them all or cast them all in the same way.
|
27.
|
In case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to any other votes which he may have.
|
28.
|
An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the meeting, and on all the Couponholders and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Relevant Issuer shall give notice of the passing of an Extraordinary Resolution to Noteholders and, in relation to Bearer Notes, to the Paying Agents, and in relation to Registered Notes, to the Registrar within 14 days but failure to do so shall not invalidate the resolution.
|
29.
|
Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Unless and until the contrary is proved, every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.
|
30.
|
A written resolution signed by the holders of not less than 75 per cent., in nominal amount of the Notes outstanding shall take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.
|
31.
|
Subject to all other provisions in this Trust Deed the Note Trustee may without the consent of the Noteholders prescribe such further regulations regarding the holding of meetings and attendance and voting at them as it in its sole discretion determines including (without limitation) such requirements as the Note Trustee thinks reasonable to satisfy itself that the persons who purport to make any requisition in accordance with this Trust Deed are entitled to do so and as to the form of voting certificates or block voting instructions so as to satisfy itself that persons who purport to attend or vote at a meeting are entitled to do so.
|
32.
|
The foregoing provisions of this Schedule shall have effect subject to the following provisions:
|
(a)
|
Meetings of Noteholders of separate Series will normally be held separately. However, the Note Trustee may from time to time determine that meetings of Noteholders of separate Series shall be held together
|
(b)
|
A resolution that in the opinion of the Note Trustee affects one Series alone shall be deemed to have been duly passed if passed at a separate meeting of the Noteholders of the Series concerned
|
(c)
|
A resolution that in the opinion of the Note Trustee affects the Noteholders of more than one Series but does not give rise to a conflict of interest between the Noteholders of the different Series concerned shall be deemed to have been duly passed if passed at a single meeting of the Noteholders of the relevant Series provided that for the purposes of determining the votes a Noteholder is entitled to cast pursuant to paragraph 26, each Noteholder shall have one vote in respect of each £1,000 nominal amount of Notes held, converted, if such Notes are not denominated in sterling, in accordance with Subclause 11.16 (Currency Conversion)
|
(d)
|
A resolution that in the opinion of the Note Trustee affects the Noteholders of more than one Series and gives or may give rise to a conflict of interest between the Noteholders of the different Series concerned shall be deemed to have been duly passed only if it shall be duly passed at separate meetings of the Noteholders of the relevant Series
|
(e)
|
To all such meetings as aforesaid all the preceding provisions of this Schedule shall mutatis mutandis apply as though references therein to Notes and to Noteholders were references to the Notes and Noteholders of the Series concerned.
|
EXECUTED as a deed by WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC
|
)
|
|
acting by
|
)
|
...........................................................
|
and
|
)
|
Director
|
............................................................
|
||
Director/Secretary
|
EXECUTED as a deed by WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC
|
)
|
|
acting by
|
)
|
...........................................................
|
and
|
)
|
Director
|
............................................................
|
||
Director/Secretary
|
EXECUTED as a deed by WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC
|
)
|
|
acting by
|
)
|
...........................................................
|
and
|
)
|
Director
|
............................................................
|
||
Director/Secretary
|
EXECUTED as a deed by WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC
|
)
|
|
acting by
|
)
|
...........................................................
|
and
|
)
|
Director
|
............................................................
|
||
Director/Secretary
|