PROSPECTUS SUPPLEMENT DATED 16 ... - Finance - EDF

TERMS AND CONDITIONS OF THE NOTESThe Terms and Conditions will be amended as follows:5. Interest and other calculationsThe following defined terms shall be deemed to be replaced or added and form part of Condition5 (a):"Business Day" means:(i) in the case of Euro, a day on which TARGET2 (as defined below) is operating (a"TARGET Business Day"); and/or(ii)(iii)in the case of a specified currency other than Euro, a day (other than a Saturday orSunday) on which commercial banks and foreign exchange markets settle payments inthe principal financial centre for that currency (which, in the case of Renminbi, shall beHong Kong); and/orin the case of a specified currency and/or one or more Business Centre(s) specified in therelevant Final Terms (the "Business Centre(s)"), a day (other than a Saturday or aSunday) on which commercial banks and foreign exchange markets settle payments insuch currency in the Business Centre(s) or, if no currency is indicated, generally in eachof the Business Centres so specified.7. Payments and TalonsThe following Condition 7 (i) shall be added with the following:"Alternative Payment in U.S. Dollar: If by reason of Inconvertibility, Non-transferability orIlliquidity, the Issuer is not able, or it would be impracticable for it, to satisfy payments ofprincipal or interest (in whole or in part) in respect of RMB Notes when due, the Issuer, ongiving not less than five nor more than 30 days irrevocable notice in accordance withCondition 15 "Notices" to the Noteholders prior to the due date for payment, shall beentitled to satisfy its obligations in respect of such payment by making such payment inU.S. dollars on the basis of the Spot Rate on the second FX Business Day prior to suchpayment or, if such rate is not available on such second FX Business Day, on the basis ofthe rate most recently available prior to such second FX Business Day.Any payment made under such circumstances in U.S. dollars will constitute validpayment, 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. dollarsin Hong Kong and New York.“Governmental Authority” means any de facto or de jure government (or any agency orinstrumentality thereof), court, tribunal, administrative or other governmental authority orany 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 illiquidas a result of which the Issuer cannot obtain sufficient Renminbi in order to satisfy itsobligation to pay interest and principal (in whole or in part) in respect of the RMB Notes asdetermined by the Issuer in good faith and in a commercially reasonable manner followingconsultation with two RMB Dealers.“Inconvertibility” means the occurrence of any event that makes it impossible for theIssuer to convert any amount due in respect of the RMB Notes in the general Renminbi- 6 -