Bond: Terms and Conditions
Addition to bond terms
In order to enable the Agent to represent the Holders regarding security to be created under French law, the Agent has at the request of the Issuer with effect as from 6 May 2019 and based on the mandate granted to it under Clause 22.1(a) under the Terms and Conditions of the Bonds agreed to amend the Terms and Conditions by inserting the following provisions as a new Clause 23.1.6 in the Terms and Conditions:
“The following provisions of this Clause 23.1.6 shall apply in relation to Security Documents governed by French law and the security created or expressed to be created under the same.
(a) Each Holder and the Agent (other than the Agent in its capacity as security agent) (including any of its successors or assignees a “Secured Party”):
- irrevocably and unconditionally appoints the Agent to act as “agent des sûretés” (security agent) pursuant to articles 2488-6 et seq. of the French Civil Code for the purpose of taking, registering, managing and enforcing any security granted or to be granted in connection with the Bonds under French law in the name of the Agent, acting as security agent, for the benefit of such Secured Party;
- irrevocably authorises, empowers and directs the Agent, acting as security agent, (by itself or by such person(s) as it may nominate) to perform the duties and to exercise the rights, powers, prerogatives and discretions that are specifically granted to it under or in connection with any relevant Security Documents governed by French law, to take any action and exercise any right, power, prerogative and discretion upon the terms and conditions set out in these Terms and Conditions or under or in connection with the such Security Documents and more generally to take any action to protect the rights of the Secured Parties under or in connection with any security created under French law thereunder, in each case together with any other right, power, prerogative and discretion which are incidental thereto; and
- confirms that the appointment of the Agent, as security agent, under this Clause 23.1.6 shall remain in full force and effect until the occurrence of the Final Redemption Date.
(b) The Agent, acting as security agent:
- accepts its appointment as “agent des sûretés” pursuant to this Clause 23.1.6; and
- acknowledges that it shall act in its name for the benefit of (au profit de) the Secured Parties for the purposes of any Security Document governed by French law and the security created or expressed to be created under such Security Documents,
- in each case, in accordance with articles 2488-6 et seq. of the French Civil Code and the provisions of these Terms and Conditions, and accordingly any action taken by the Agent, as security agent, in connection with or for the purposes of the security created under French law and the Security Documents governed by French law in accordance with these Terms and Conditions; and the security created under the Security Documents governed by French law shall be deemed to be taken by the Agent acting as agent des sûretés in its own name and for the benefit of the Secured Parties.
Any change of the Agent, acting as security agent, (remplacement conventionnel or remplacement judiciaire appointed pursuant to this Clause 23.2 shall be made in accordance with Clause 23.5 (Replacement of the Agent) of these Terms and Conditions and/or article 2488-11 of the French Civil Code.”