Obligation Stellanta 6% ( FR0010014845 ) en EUR

Stellanta

100 % ⇌

France

FR0010014845 ( en EUR )

6% par an ( paiement annuel )

10/06/2025 - Obligation échue

Prospectus brochure de l'obligation Stellantis FR0010014845 en EUR 6%, échue

Stellantis est un constructeur automobile multinational né de la fusion de Fiat Chrysler Automobiles et de Groupe PSA, regroupant 14 marques automobiles emblématiques telles que Peugeot, Citroën, Fiat, Jeep, RAM, et Opel.

L'Obligation émise par Stellanta ( France ) , en EUR, avec le code ISIN FR0010014845, paye un coupon de 6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/06/2025

Offering Circular dated 17 September 2003

GIE PSA TRESORERIE
(A groupement d'intérêt économique established under the laws of the Republic of France)
600,000,000
6 per cent. Bonds due 2033
irrevocably and unconditionally guaranteed by
PEUGEOT S.A.
Issue Price: 99.828 per cent.
The 600,000,000 6 per cent. Bonds due 2033 (the "Bonds") of GIE PSA Trésorerie (the "Issuer" or "GIE PSA") will be issued outside the Republic of
France on 19 September 2003.
The Bonds will bear interest from and including 19 September 2003 at the rate of 6 per cent. per annum payable annually in arrear on 19 September in
each year, the first payment of interest being made on 19 September 2004. Payments of principal and interest on the Bonds will be made without deduction
for or on account of taxes of the Republic of France (See `Terms and Conditions of the Bonds - Taxation").
The due and punctual payment of any and all amounts due by the Issuer under the Bonds is irrevocably and unconditionally guaranteed by Peugeot S.A.
(the "Guarantor") pursuant to a guarantee dated 19 September 2003 (the "Guarantee") (See "Guarantee of Peugeot S.A.").
Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their principal amount on 19 September 2033. The Bonds may,
and in certain circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that certain
French taxes are imposed (See "Terms and Conditions of the Bonds - Redemption and Purchase").
The Bonds will, upon issue, be inscribed (inscription en compte) in the books of Euroclear France which shall credit the accounts of the Account Holders
(as defined in "Terms and Conditions of the Bonds - Form, Denomination and Title") including Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
The Bonds will be in bearer form in the denomination of 1,000 each. The Bonds will at all times be represented in book entry form (dématérialisé) in the
books of the Account Holders in compliance with article L.211-4 of the French Code monétaire et financier. No physical document of title (including
certificats représentatifs pursuant to Article 7 of Decree No. 83-359 of 2 May 1983) will be issued in respect of the Bonds.
The Bonds and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons ("U.S. persons"
as defined in Regulation S under the Securities Act ("Regulation S")).
Application has been made to list the Bonds on the Luxembourg Stock Exchange.

ABN AMRO
BNP PARIBAS
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANK
HSBC CCF
JPMORGAN
SG CIB

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or
incorporates by reference all information with respect to the Issuer and the Bonds which is material in the
context of the issue and offering of the Bonds, that the information and statements contained or
incorporated by reference in this Offering Circular relating to the Issuer and the Bonds are in every
material particular true and accurate and not misleading, that the opinions and intentions expressed in it
with regard to the Issuer are honestly held, have been reached after considering all relevant circumstances
and are based on reasonable assumptions, that there are no other facts in relation to the Issuer or the
Bonds the omission of which would in the context of the issue of the Bonds make any information or
statement in this Offering Circular misleading in any material respect and that all reasonable enquiries
have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements. The Issuer accepts responsibility accordingly.
The Guarantor, having made all reasonable enquiries, confirms that this Offering Circular contains or
incorporates by reference all information with respect to the Guarantor, the Guarantor and its subsidiaries
and affiliates taken as a whole (the "Group" or the "PSA Peugeot Citroën Group") and the Bonds which is
material in the context of the issue and offering of the Bonds and the issue of the Guarantee, that the
information and statements contained or incorporated by reference in this Offering Circular relating to the
Guarantor, the Group and the Bonds are in every material particular true and accurate and not misleading,
that the opinions and intentions expressed in it with regard to the Guarantor and the Group are honestly
held, have been reached after considering all relevant circumstances and are based on reasonable
assumptions, that there are no other facts in relation to the Guarantor, the Group, the Bonds or the
Guarantee the omission of which would in the context of the issue of the Bonds or of the Guarantee make
any information or statement in this Offering Circular misleading in any material respect and that all
reasonable enquiries have been made by the Guarantor to ascertain such facts and to verify the accuracy of
all such information and statements. The Guarantor accepts responsibility accordingly.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Guarantor or the Managers (as defined in `Subscription and Sale" below) to subscribe or purchase, any of
the Bonds. This Offering Circular is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuer, the Guarantor or the Managers to
purchase the Bonds. Each potential purchaser should determine for itself the relevance of the information
contained in this Offering Circular and its purchase of Bonds should be based upon its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer, the Guarantor and the Group.
The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer,
the Guarantor and the Managers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers and sales of Bonds and distribution of this Offering Circular,
see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this
Offering Circular and any information or representation not so contained must not be relied upon as having
been authorised by or on behalf of the Issuer, the Guarantor or the Managers. The delivery of this Offering
Circular at any time does not imply that the information contained in it is correct as at any time subsequent
to its date.
In this Offering Circular references to "", "EURO", "EUR" or "euro" are to the single currency which
was introduced in the member states of the European Union which adopt the single currency in accordance
with the Treaty establishing the European Community, as amended from time to time.
In connection with this issue, CCF (the "Stabilising Manager"), or any person acting on its behalf, may
over-allot or effect transactions with a view to supporting the market price of the Bonds at a level higher
than that which might otherwise prevail for a limited period. However, there may be no obligation on the
Stabilising Manager or any person acting on its behalf to do this. Such stabilising, if commenced, may be
discontinued at any time, will be carried out in compliance with all applicable laws and regulations and
must be brought to an end after a limited period.

INCORPORATION BY REFERENCE
The consolidated and non-consolidated financial statements of the Guarantor for the years ended
31 December 2001 and 2002 and the consolidated financial statements for the six month period ended
30 June 2003 and, in each case, the notes relating thereto, are incorporated herein by reference. Copies of
such financial statements are available without charge upon request at the specified office of the Fiscal
Agent and the Paying Agents, as described in "General Information" below. Copies of the non-consolidated
financial statements of the Guarantor for the years ended 31 December 2001 and 31 December 2002 and, in
each case, the notes relating thereto, are available in the French language only.

TABLE OF CONTENTS
Page
INCORPORATION BY REFERENCE ..................................................................................................... 2
TERMS AND CONDITIONS OF THE BONDS ....................................................................................... 4
GUARANTEE OF PEUGEOT S.A......................................................................................................... 14
USE OF PROCEEDS ............................................................................................................................. 18
DESCRIPTION OF GIE PSA TRESORERIE ......................................................................................... 19
STATUTORY AUDITORS' REPORT ON THE ANNUAL FINANCIAL STATEMENTS OF GIE PSA
TRESORERIE FOR THE YEAR ENDED 31 DECEMBER 2002 ................................................... 22
ANNUAL FINANCIAL STATEMENTS OF GIE PSA TRESORERIE FOR THE YEAR ENDED 31
DECEMBER 2002 AND 2001........................................................................................................ 24
CAPITALISATION TABLE OF GIE PSA TRESORERIE....................................................................... 32
DESCRIPTION OF PEUGEOT S.A. ...................................................................................................... 33
STATUTORY AUDITORS' REPORT ON THE ANNUAL CONSOLIDATED FINANCIAL
STATEMENTS OF PEUGEOT S.A. FOR THE YEAR ENDED 31 DECEMBER 2002................... 45
SUMMARY OF ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF PEUGEOT S.A. FOR
THE YEARS ENDED 31 DECEMBER 2002 AND 2001................................................................ 46
STATUTORY AUDITORS' REPORT ON THE SEMI-ANNUAL CONSOLIDATED FINANCIAL
STATEMENTS OF PEUGEOT S.A. FOR THE SIX MONTHS ENDED 30 JUNE 2003 ................. 50
SEMI-ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF PEUGEOT S.A. FOR THE SIX
MONTHS ENDED 30 JUNE 2003 AND 2002................................................................................ 52
CAPITALISATION TABLE OF PEUGEOT S.A..................................................................................... 59
SUBSCRIPTION AND SALE ................................................................................................................ 62
GENERAL INFORMATION.................................................................................................................. 65

TERMS AND CONDITIONS OF THE BONDS
The terms and conditions of the Bonds are as follows:
The issue outside the Republic of France of the 600,000,000 6 per cent. Bonds due 2033 (the "Bonds") of
GIE PSA Trésorerie (the "Issuer") was authorised by a decision of the General Meeting of the members of
the Issuer passed on 4 September 2003. The joint and several guarantee (cautionnement solidaire) of
Peugeot S.A. (the "Guarantor") with respect to the Bonds has been granted by the Executive Board
(Directoire) of the Guarantor on 4 September 2003, acting pursuant to an authorisation of the Supervisory
Board (Conseil de Surveillance) of the Guarantor dated 15 April 2003. The Bonds are issued with the
benefit of a fiscal agency agreement (the "Fiscal Agency Agreement") dated 17 September 2003 between
the Issuer, the Guarantor, Kredietbank S.A. Luxembourgeoise, as fiscal agent and principal paying agent
(the "Fiscal Agent", which expressions shall, where the context so admits, include any successor for the
time being as Fiscal Agent) and the other paying agent named therein (together with any additional paying
agents, the "Paying Agents", which expression shall, where the context so admits, include the Fiscal Agent
and any successors for the time being of the Paying Agents). References below to "Bondholders" are,
unless the context otherwise requires, to the holders of the Bonds, and references below to "Conditions"
are, unless the context otherwise requires, to the numbered paragraphs below.
1 Form,
Denomination
and
Title
The Bonds are issued in bearer form in the denomination of 1,000 each. Title to the Bonds will be
evidenced by book entries in accordance with article L.211-4 of the French Code monétaire et financier. No
physical document of title will be issued in respect of the Bonds (including certificats représentatifs issued
pursuant to article 7 of French decree no. 83-359 of 2 May 1983).
The Bonds will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts
of the Account Holders. For the purpose of these Conditions, "Account Holder" shall mean any authorised
financial intermediary institution entitled to hold accounts on behalf of its customers with Euroclear France
and includes Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and the
depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Title to the Bonds shall be evidenced by entries in the books of the Account Holders. Title will pass upon,
and transfer of Bonds may only be effected through, registration of the transfer in such books.
2
Status of the Bonds
The Bonds constitute direct, unconditional, unsecured (subject to the provisions of Condition 3) and
unsubordinated obligations of the Issuer and rank and will rank pari passu without any preference among
themselves and (subject to such exceptions as are from time to time mandatory under French law) equally
and rateably with all other present or future unsecured and unsubordinated obligations of the Issuer.
3 Negative
Pledge
So long as any of the Bonds remains outstanding (as defined in the Fiscal Agency Agreement), the Issuer
will not create or permit to subsist and will procure that none of the Issuer Principal Subsidiaries (as
defined below) will create or permit to subsist any mortgage, charge, pledge or other security interest upon
any of its assets or revenues, present or future, to secure any Relevant Indebtedness (as defined below)
incurred or guaranteed by it (whether before or after the issue of the Bonds) unless the Issuer's obligations
under the Bonds are equally and rateably secured therewith.
For the purposes of these Conditions,
"Issuer Principal Subsidiary" means at any time, any Subsidiary (as defined below) of the Issuer (a) whose
total assets or gross revenues (or, where the Subsidiary in question prepares consolidated accounts, whose
total consolidated assets or gross consolidated revenues, as the case may be) attributable to the Issuer
represent more than 10 per cent. of the total consolidated assets or the gross consolidated revenues of the
Issuer, all as calculated by reference to the then latest audited accounts (or audited consolidated accounts as

the case may be) of such Subsidiary and the then latest audited consolidated accounts of the Issuer and its
consolidated Subsidiaries, or (b) to which is transferred all or substantially all the assets and undertakings
of a Subsidiary which immediately prior to such transfer was an Issuer Principal Subsidiary, and "Issuer
Principal Subsidiaries" shall be construed accordingly.
"Relevant Indebtedness" means any indebtedness in the form of, or represented by, bonds, notes,
debentures or other securities which are, are to be, or are capable of being, quoted, listed, or ordinarily
traded on any stock exchange, or on any over-the-counter securities market or other securities market.
"Subsidiary" means, with respect to any person at any particular time, any entity which is then directly or
indirectly controlled, or at least 50 per cent. of whose issued equity share capital (or equivalent) is then
beneficially owned by such person and/or one or more of its Subsidiaries. For an entity to be "controlled"
by another means that the other (whether directly or indirectly and whether by the ownership of share
capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove all
or the majority of the members of the Board of Directors or other governing body of that entity or
otherwise contracts or has the power to control the affairs and policies of that entity.
4
Guarantee, Status of the Guarantee and Negative Pledge of the Guarantor
The due and punctual payment of any and all amounts due by the Issuer to the Bondholders under the
Bonds whether in principal, interest, fees, expenses, costs or ancillary charges (including any Additional
Amount as defined in Condition 8) is irrevocably and unconditionally guaranteed pursuant to a joint and
several guarantee (cautionnement solidaire) granted by the Guarantor in favour of the Bondholders, the
term of which are set out in the section "Guarantee of Peugeot S.A." of this Offering Circular, and an
original of which will be held by the Fiscal Agent on behalf of the Bondholders (the "Guarantee").
The Guarantee constitutes a direct, unconditional, unsecured (subject to the provisions below) and
unsubordinated obligation of the Guarantor and (subject to such exceptions as are from time to time
mandatory under French law) ranks and will rank equally and rateably with all other present or future
unsecured and unsubordinated obligations of the Guarantor, including guarantees and other similar
obligations.
The Guarantor undertakes that, so long as any amount remains payable in respect of the Bonds, it will not
create or permit to subsist and will procure that none of the Guarantor Principal Subsidiaries (as defined
below) will create or permit to subsist any mortgage, charge, pledge or other security interest (a "Security")
upon any of its assets or revenues, present or future, to secure any Relevant Indebtedness (as defined
above) incurred or guaranteed by it (whether before or after the issue of the Bonds), unless the Guarantor's
obligations under the Guarantee are equally and rateably secured therewith, except in relation to Banque
PSA Finance ("BPF") for so long as it is a Guarantor Principal Subsidiary:
(a)
Security granted by BPF over assets held in trust by another person, which assets are to be used by
such other person solely for satisfying BPF's scheduled payment obligations in respect of principal
and/or interest in respect of any unsecured bonds or notes issued by BPF (the "BPF Obligations") in
circumstances where such other person has undertaken responsibility for the discharge of such BPF
Obligations;
(b)
Security granted by BPF over assets or receivables of BPF which Security has been given in
connection with the refinancing of such assets or receivables and where the risks (except in relation
to any credit enhancement provided by BPF in respect of such assets or receivables) relating to non-
payment in respect of such assets or receivables are, as a result of such refinancing, not to be borne
by BPF;
(c)
Security granted by BPF over a deposit made by BPF using the proceeds of an issue of bonds or
notes issued by BPF provided that (A) the depositary of such proceeds lends an amount at least
equal to the amount of the deposit to another company or companies in the BPF Group and (B) such
loan has a maturity date which is not earlier than the date for repayment of such deposit.
For the purposes of these Conditions,
"BPF Group" means BPF and its Subsidiaries (as defined above).

"Guarantor Principal Subsidiary" means (i) each of the members of the Issuer (except the Guarantor),
which, for the time being, are Automobiles Peugeot, Automobiles Citroën, GEFCO and Peugeot Citroën
Automobiles S.A., and includes any future member of the Issuer, and (ii) at any time, any Subsidiary (as
defined above) of the Guarantor (a) whose total assets or gross revenues (or, where the subsidiary in
question prepares consolidated accounts, whose total consolidated assets or gross consolidated revenues, as
the case may be) attributable to the Guarantor represent more than 10 per cent. of the total consolidated
assets or the gross consolidated revenues of the Guarantor, all as calculated by reference to the then latest
audited accounts (or audited consolidated accounts as the case may be) of such Subsidiary and the then
latest audited consolidated accounts of the Guarantor and its consolidated Subsidiaries, or (b) to which is
transferred all or substantially all the assets and undertakings of a Subsidiary which immediately prior to
such transfer was a Guarantor Principal Subsidiary, and "Guarantor Principal Subsidiaries" shall be
construed accordingly.
5 Interest
(a)
Interest Payment Dates
The Bonds bear interest from and including 19 September 2003 at the rate of 6 per cent. per annum
payable annually in arrear on 19 September in each year (each an "Interest Payment Date"). The first
payment of interest will be made on 19 September 2004.
(b) Interest
Payments
Each Bond will cease to bear interest from the due date for redemption unless payment of principal
is improperly withheld or refused. In such event it shall continue to bear interest at the rate of 6 per
cent. per annum (both before and after judgment) until whichever is the earlier of (i) the day on
which all sums due in respect of such Bond up to that day are received by or on behalf of the
relevant Bondholder, and (ii) the day seven days after the Fiscal Agent has notified the Bondholders
of receipt of all sums due in respect of all the Bonds up to that seventh day (except to the extent that
there is failure in the subsequent payment to the relevant Bondholder under these Conditions).
Where interest is to be calculated in respect of a period of less than a full year, it will be calculated
on the basis of (a) the actual number of days in the period from and including the date from which
interest begins to accrue (the "Accrual Date") to but excluding the date on which it falls due divided
by (b) the actual number of days from and including the Accrual Date to but excluding the next
following Interest Payment Date.
6 Redemption
and
Purchase
The Bonds may not be redeemed otherwise than in accordance with this Condition 6.
(a) Final
Redemption
Unless previously redeemed or purchased and cancelled as provided below, the Bonds will be
redeemed by the Issuer at their principal amount on 19 September 2033.
(b)
Redemption for Taxation Reasons
(i)
If French law or regulations, or the official application or interpretation thereof (a "Tax
Regulation"), changes and such change becomes effective on or, after 19 September 2003,
as a result of which the Issuer or, as the case may be, the Guarantor would on the occasion
of the next payment due in respect of the Bonds, not be able to make such payment
without having to pay Additional Amounts as defined in Condition 8 below, the Issuer or,
as the case may be, the Guarantor may, subject to having given not more than 45 nor less
than 30 days' prior notice to the Bondholders (which notice shall be irrevocable), in
accordance with Condition 10, redeem all, but not some only, of the outstanding Bonds at
any time prior to such change becoming effective (but not earlier than 30 days prior to the

effective date of such change) at their principal amount plus accrued interest, if any, to the
date set for redemption.
(ii)
If the Issuer or, as the case may be, the Guarantor would on the occasion of the next
payment in respect of the Bonds be prevented by a Tax Regulation from making payment
to the Bondholders of the full amount then due and payable, notwithstanding the
undertaking to pay Additional Amounts contained in Condition 8 below, then the Issuer
or, as the case may be, the Guarantor shall forthwith give notice of such fact to the Fiscal
Agent and shall, upon giving not less than 7 nor more than 30 days' prior notice to the
Bondholders in accordance with Condition 10, redeem all, but not some only, of the
Bonds then outstanding at their principal amount plus accrued interest, if any, to the date
set for redemption on the latest practicable date on which the Issuer or, as the case may
be, the Guarantor could make payment of the full amount payable in respect of the Bonds
without withholding for French taxes, or, if such date is past, as soon as practicable
thereafter.
(c) Purchases
The Issuer may at any time purchase Bonds in the open market or otherwise at any price.
(d) Cancellation
All Bonds which are redeemed or purchased pursuant to paragraph (b)(i) or (ii) or (c) of this
Condition will forthwith be surrendered to the Fiscal Agent for cancellation and accordingly may not
be reissued or sold.
7 Payments
(a)
Method of Payment
Payments of principal and interest in respect of the Bonds will be made in Euro by credit or transfer
to a Euro-denominated account (or any other account to which Euro may be credited or transferred)
specified by the payee in a city in which banks have access to the TARGET System. "TARGET
System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System.
Such payments shall be made for the benefit of the Bondholders to the Account Holders (including
Euroclear and the depositary bank for Clearstream, Luxembourg) and all payments validly made to
such Account Holders in favour of the Bondholders will be an effective discharge of the obligations
of the Issuer and the Paying Agents in respect of such payments.
Payments of principal and interest on the Bonds will be subject in all cases to any fiscal or other
laws and regulations applicable thereto in the place of payment, but without prejudice to the
provisions of Condition 8.
(b)
Payments on Business Days
If any due date for payment of principal or interest in respect of any Bond is not a Business Day,
then the holder thereof shall not be entitled to payment of the amount due until the next following
day which is a Business Day and the holder shall not be entitled to any interest or other sums in
respect of such postponed payment.
In these Conditions "Business Day" means a day on which the TARGET System is operating.
No commission or expenses shall be charged to the Bondholders in respect of such payments.
(c)
Fiscal Agent and Paying Agents
The specified office of the initial Fiscal Agent and the names of the other initial Paying Agent and
their specified offices are as follows, the initial Fiscal Agent being:

Kredietbank S.A. Luxembourgeoise
43, boulevard Royal
L-2955 Luxembourg
Luxembourg
and the initial Paying Agent being:
CCF
103, avenue des Champs Elysées
75008 Paris
France
The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent or
any Paying Agent and/or appoint another Fiscal Agent and additional or other Paying Agents or
approve any change in the office through which the Fiscal Agent or any Paying Agent acts, subject
to having given notice to the Bondholders not more than 45 nor less than 30 days' prior to the next
interest payment date, provided that there will at all times be (i) a Fiscal Agent having a specified
office in a European city and, so long as the Bonds are listed on the Luxembourg Stock Exchange
and the rules of such stock exchange so require, a Paying Agent having a specified office in
Luxembourg. Notice of any such termination or appointment and of any changes in the specified
offices of the Fiscal Agent or any Paying Agent will be given to the Bondholders in accordance with
Condition 10.
8 Taxation
(a) Tax
Exemption
The Bonds being denominated in euro and being deemed to be issued outside the Republic of
France, interest and other revenues in respect of the Bonds benefit under present law from the
exemption, provided for in Article 131 quater of the Code Général des Impôts (General Tax Code),
from deduction of tax at source. Accordingly, such payments do not give the right to any tax credit
form any French source.
(b) Additional
Amounts
If, by reason of a Tax Regulation, payments of principal or interest in respect of any Bond are
required to be subject to deduction or withholding in respect of any present or future taxes, duties,
assessments or other governmental charges of whatever nature imposed or levied by or on behalf of
the Republic of France or any authority therein or thereof having power to tax, the Issuer shall, to
the fullest extent then permitted by law, pay such additional amounts as may be necessary in order
that the holder of each Bond, after such deduction or withholding, will receive the full amount then
due and payable thereon in the absence of such withholding (the "Additional Amounts"); provided,
however, that the Issuer shall not be liable to pay any such Additional Amounts in respect of any
Bond:
(i)
to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments
or governmental charges in respect of such Bond by reason of his having some connection
with the Republic of France other than the mere holding of such Bond; or
(ii)
where such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to any European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of 26 and
27 November 2000 or any law implementing or complying with, or introduced in order to
conform to, such Directive.
Any references in these Conditions to principal and interest shall be deemed also to refer to any
Additional Amount which may be payable under the provisions of this Condition 8.

9
Events of Default
The Representative (as defined under Condition 13(b)) (upon request of the holder of any Bond)
may, upon written notice to the Fiscal Agent given before the relevant default(s) shall have been
cured, cause the principal amount of such Bond to become due and payable, together with accrued
interest thereon, as of the date on which such demand for payment is received by the Fiscal Agent:
(a)
if the Issuer defaults in any payment when due on any amount on any Bond (including
any Additional Amount), if such default continues for a period of more than 7 days from
such due date; or
(b)
if the Guarantor defaults in any payment when due under the Guarantee (including any
Additional Amount referred to in the Guarantee), if such default continues for a period of
more than 7 days from such due date; or
(c)
if the Issuer or the Guarantor defaults in the performance of, or compliance with, any
other provision of the Conditions or the Guarantee, as the case may be, if such default
shall not have been cured within 20 days after receipt by the Fiscal Agent of written
notice of such default given by the Representative upon request of the holder of such
Bond; or
(d)
if any other present or future indebtedness for borrowed monies or guarantee thereof
(including contingent obligations) of the Issuer, the Guarantor or any Principal Subsidiary
(as defined below) in excess of 15,000,000 or its equivalent in any other currency,
individually or in the aggregate, shall become due and payable prior to its originally
stated maturity as a result of a default thereunder, or any such indebtedness or guarantee
thereof (including contingent obligations) of the Issuer, the Guarantor or any Principal
Subsidiary shall not be paid when due or, as the case may be, within any applicable grace
period therefor or any steps shall be taken to enforce any security in respect of any such
indebtedness or guarantee thereof (including contingent obligations) of the Issuer, the
Guarantor or any Principal Subsidiary which shall not be honoured when due and called
upon; or
(e)
if the Issuer, the Guarantor or a Principal Subsidiary makes any proposal for a general
moratorium in relation to its debt or applies for the appointment of a conciliator
(conciliateur) or enters into an amicable settlement (accord amiable) with its creditors or
a judgment is issued for the judicial liquidation (liquidation judiciaire) or for a transfer of
the whole of the business (cession totale de l'entreprise) of the Issuer, the Guarantor or
any Principal Subsidiary or if the Issuer, the Guarantor or any Principal Subsidiary is, to
the extent permitted by applicable law, subject to any insolvency or bankruptcy
proceedings, makes any conveyance, assignment or other arrangement for the benefit of
its creditors or enters into a composition with its creditors or if any event occurs which
under the laws of any relevant jurisdiction has an analogous effect to any of the events
referred to in this paragraph (e); or
(f)
if the Issuer, the Guarantor or any Principal Subsidiary is dissolved or liquidated, or is
merged or consolidated into another company or entity unless (i) the pro-forma balance
sheet of the legal entity surviving such merger or consolidation shows, as at the date of
such merger or consolidation, a shareholders' equity equivalent to or greater than that of
the merged or consolidated entity on the day before the date of such merger or
consolidation and (ii), as regards the Issuer and the Guarantor only, the legal entity
surviving such merger or consolidation is a corporation established in a member country
of the European Community, Switzerland or in the United States of America and
expressly assumes all the obligations of the Issuer or the Guarantor, as the case may be,
under the Bonds or the Guarantee, as the case may be, and has obtained all necessary
authorisation therefor, and (iii) notice of such merger or consolidation shall have been
given to the Bondholders as provided under Condition 10 below not later than the
effective date thereof; or