Under the Euro Medium Term Note Programme ... - Finance - EDF

Terms and Conditions of the Notes
markets are open for business in the relevant place of presentation, in such
jurisdictions as shall be specified as "Financial Centres" in the relevant Final
Terms and (B) (i) (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 foreign exchange transactions may
be carried on in the relevant currency in the principal financial centre of the
country of such currency or (ii) (in the case of a payment in Euro), which is a
TARGET Business Day.
(i)
Alternative Payment in U.S. Dollar: if by reason of Inconvertibility, Nontransferability
or Illiquidity, the Issuer is not able, or it would be impracticable
for it, to satisfy payments of principal or interest (in whole or in part) in
respect of RMB Notes when due, the Issuer, on giving not less than five nor
more than 30 days irrevocable notice in accordance with Condition 15
"Notices" to the Noteholders prior to the due date for payment, shall be
entitled to satisfy its obligations in respect of such payment by making such
payment in U.S. dollars on the basis of the Spot Rate on the second FX
Business Day prior to such payment or, if such rate is not available on such
second FX Business Day, on the basis of the rate most recently available
prior to such second FX Business Day.
Any payment made under such circumstances in U.S. dollars will constitute
valid payment, and will not constitute a default in respect of the Notes.
FX Business Day shall mean a day (other than a Saturday, Sunday or
public holiday) on which commercial banks and foreign exchange markets
settle payments in U.S. dollars in Hong Kong and New York.
Governmental Authority means any de facto or de jure government (or any
agency or instrumentality thereof), court, tribunal, administrative or other
governmental authority or any other entity (private or public) charged with the
regulation of the financial markets (including the central bank) of Hong Kong.
Illiquidity means the general Renminbi exchange market in Hong Kong
becomes illiquid as a result of which the Issuer cannot obtain sufficient
Renminbi in order to satisfy its obligation to pay interest and principal (in
whole or in part) in respect of the RMB Notes as determined by the Issuer in
good faith and in a commercially reasonable manner following consultation
with two RMB Dealers.
Inconvertibility means the occurrence of any event that makes it impossible
for the Issuer to convert any amount due in respect of the RMB Notes in the
general Renminbi exchange market in Hong Kong, other than where such
impossibility is due solely to the failure of the Issuer to comply with any law,
rule or regulation enacted by any Governmental Authority (unless such law,
rule or regulation becomes effective on or after the issue date of such RMB
Notes and it is impossible for the Issuer, due to an event beyond its control,
to comply with such law, rule or regulation).
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