PROSPECTUS SUPPLEMENT DATED 16 ... - Finance - EDF

exchange market in Hong Kong, other than where such impossibility is due solely to thefailure of the Issuer to comply with any law, rule or regulation enacted by anyGovernmental Authority (unless such law, rule or regulation becomes effective on or afterthe issue date of such RMB Notes and it is impossible for the Issuer, due to an eventbeyond its control, to comply with such law, rule or regulation).“Non-transferability” means the occurrence of any event that makes it impossible for theIssuer to deliver Renminbi between accounts inside Hong Kong or from an account insideHong Kong to an account outside Hong Kong, other than where such impossibility is duesolely to the failure of the Issuer to comply with any law, rule or regulation enacted by anyGovernmental Authority (unless such law, rule or regulation becomes effective on or afterthe issue date of the relevant RMB Notes and it is impossible for the Issuer, due to anevent beyond its control, to comply with such law, rule or regulation)."RMB Dealer" means an independent foreign exchange dealer of international reputeactive in the Renminbi exchange market in Hong Kong.“Spot Rate” means the spot U.S. dollar/RMB exchange rate for the purchase of U.S.dollars with RMB in the over-the-counter Renminbi exchange market in Hong Kong forsettlement in two Business Days, as determined by the Calculation Agent in good faithand in a commercially reasonable manner at or around 11.00 a.m. (Hong Kong time) onthe date of determination, on a deliverable basis by reference to Reuters Screen PageTRADCNY3, or if no such rate is available, on a non-deliverable basis by reference toReuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent ingood faith and in a commercially reasonable manner will determine the Spot Rate at oraround 11:00 a.m. (Hong Kong time) on the date of determination as the most recentlyavailable U.S. dollar/RMB official fixing rate for settlement in two FX Business Daysreported by The State Administration of Foreign Exchange of the PRC, which is reportedon Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screenmeans the display page so designated on the Reuters Monitor Money Rates Service (orany successor service) or such other page as may replace that page for the purpose ofdisplaying a comparable currency exchange rate.The Calculation Agent will not be responsible or liable to the Issuer or any holder of theNotes for any determination of any Spot Rate determined in accordance with thisprovision in the absence of its own gross negligence, bad faith or wilful misconduct.All notifications, opinions, determinations, certificates, calculations, quotations anddecisions given, expressed, made or obtained for the purposes of this Condition 7 by theCalculation Agent, will (in the absence of manifest error) be binding on the Issuer, thePaying Agents and all Noteholders.- 7 -