Obligation ORANGIS 5.25% ( XS0365092872 ) en EUR

Société émettrice ORANGIS
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  XS0365092872 ( en EUR )
Coupon 5.25% par an ( paiement annuel )
Echéance 22/05/2014 - Obligation échue



Prospectus brochure de l'obligation Orange XS0365092872 en EUR 5.25%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée Orange est une multinationale française des télécommunications, offrant des services de téléphonie mobile, internet et télévision dans plusieurs pays.

L'obligation Orange (XS0365092872), émise en France pour un montant total de 750 000 000 EUR, avec un taux d'intérêt de 5,25%, une taille minimale d'achat de 50 000 EUR et une maturité le 22/05/2014, a été remboursée à 100% à sa date d'échéance.








BASE PROSPECTUS

Dated 6 November 2007



FRANCE TELECOM
EUR 30,000,000,000
Euro Medium Term Note Programme


On 19 December 2002 France Telecom, a French société anonyme (the Issuer), entered into a EUR 30,000,000,000 Euro Medium
Term Note Programme (the Programme) and issued an offering circular on that date describing the Programme. This Base
Prospectus supersedes all previous offering circulars prepared in connection with the Programme. Any Notes (as defined below) issued
under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not
affect any Notes already in issue.
Under the Programme, the Issuer may from time to time issue notes in bearer form (the Notes) denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed EUR
30,000,000,000 (or its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the
date of this Base Prospectus relating to the maturity of certain Notes is set out under "Summary of the Programme".
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any
additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing
basis (each a Dealer and together the Dealers). References in this Base Prospectus to the "relevant Dealer" shall, in the case of an
issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these see "Risk Factors" on page
12 herein.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading
on the regulated market of the Luxembourg Stock Exchange (a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC)) and to be listed on the Official List of the Luxembourg Stock Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other
terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the
Notes") of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the
Luxembourg Stock Exchange, will be filed with the CSSF.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock
exchange(s) or market(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or
Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes
herein, in which event (in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a supplement to the Base
Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act)
and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to U.S. Persons (see "Subscription and Sale" below).
Arrangers
BNP PARIBAS
Merrill Lynch Capital Markets (France) SAS
Dealers
ABN AMRO
BNP PARIBAS
Citi
Deutsche Bank
Goldman Sachs International
HSBC
JPMorgan
Merrill Lynch International
Morgan Stanley
Nomura International
Société Générale Corporate & Investment Banking






This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the Prospectus Directive).

This Base Prospectus does not constitute a "prospectus" for the purposes of the Prospectus Directive in
respect of any Notes (i) involving an offer to the public outside the EEA (if so specified in the applicable
Final Terms) or of a type listed in Article 3.2 of the Prospectus Directive and (ii) which are not admitted
to trading on a regulated market under Article 3.3 of the Prospectus Directive (any such Notes, Exempt
Notes).

The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base
Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no
omission likely to affect its import.

Copies of Final Terms will be available free of charge from the head office of the Issuer and the specified
office of each of the Paying Agents (as defined below), in each case at the address given at the end of this
Base Prospectus. Final Terms relating to Notes to be listed on the Luxembourg Stock Exchange will also be
available on the Luxembourg Stock Exchange's website (www.bourse.lu).
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
The Arrangers and Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Arrangers or the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the
Programme or the Notes or their distribution. No Arranger or Dealer accepts any liability in relation to the
information contained or incorporated by reference in this Base Prospectus or any information provided by the
Issuer in connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with
the Programme or the Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer or any of the Dealers that any recipient of
this Base Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Notes constitutes an offer by or on behalf of the Issuer or any of the Dealers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention..
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or the solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this document may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for


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facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Dealers which is intended to permit a public offering of any Notes outside Luxembourg or distribution of this
Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales
by them will be made on the same terms. Persons into whose possession this Base Prospectus or any Notes
may come must inform themselves about, and observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including
the United Kingdom and France) and Japan (see "Subscription and Sale" below).
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as
completed by final terms in relation to the offer of those Notes may only do so in circumstances in which
(i) no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed
by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus
Directive in that Relevant Member State and such offer is made in the period beginning and ending on the
dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-
paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the
making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer.
All references in this document to USD and U.S. dollars refer to the currency of the United States of America,
those to Japanese Yen and Yen refer to the currency of Japan, those to £ refer to the currency of the United
Kingdom, those to , euro and EUR refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty establishing the European Community, as amended.


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TABLE OF CONTENTS

General Description of the Programme .............................................................................................. 5
Summary of the Programme .............................................................................................................. 6
Risk Factors..................................................................................................................................... 12
Investment Considerations ............................................................................................................... 28
Regulatory Framework .................................................................................................................... 28
Documents Incorporated by Reference............................................................................................. 29
Form of the Notes............................................................................................................................ 33
Applicable Final Terms (Retail)....................................................................................................... 35
Applicable Final Terms (wholesale)................................................................................................. 49
Terms and Conditions of the Notes .................................................................................................. 61
Use of Proceeds ............................................................................................................................... 83
Recent Developments ...................................................................................................................... 84
Subscription and Sale ...................................................................................................................... 88
Taxation .......................................................................................................................................... 92
General Information ........................................................................................................................ 95

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or
persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of
30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.


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GENERAL DESCRIPTION OF THE PROGRAMME

Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as
set out herein. A summary of the terms and conditions of the Programme and the Notes appears below. The
applicable terms of any Notes will be agreed between the Issuer and the relevant purchaser of the Notes prior
to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, attached to,
or incorporated by reference into, the Notes, as modified by the applicable Final Terms.


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SUMMARY OF THE PROGRAMME


This summary must be read as an introduction to this Base Prospectus and any decision to invest in any
Notes should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus
Directive in each Member State of the European Economic Area no civil liability will attach to the
Responsible Persons in any such Member State in respect of this Summary, including any translation
hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought
before a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating
the Base Prospectus before the legal proceedings are initiated.

Words and expressions defined in the "Form of Notes" and "Terms and Conditions of the Notes" shall have the
same meanings in this summary.

Issuer:
France Telecom
History and development of the
Presentation of the company
Issuer:
The purpose of France Telecom, with its principal subsidiaries
(together, the Group), is to offer its retail consumers, business
customers and other telecommunications operators, a broad selection
of services ranging from fixed line and wireless telephony, data
transmission, internet and multimedia services and other value-added
services.
France Telecom pursues a strategy of integrated operator, which has
been demonstrated notably by the acquisition of minority interests in
Orange, Wanadoo and Equant, the integration of Wanadoo within
France Telecom, the acquisition of Amena in Spain, the
implementation of a new organization for the Group and the
introduction of new services.
Business segments
As a result of the Group's new strategies, the organization for France
Telecom's operational management is now built around (i) business
lines (home, personal, enterprise), and (ii) integrated management
teams at country level. Within this framework, and in accordance with
IAS 14 "Segment Reporting", the Group has defined the following
three business segments as the first level of segment reporting:
- the Personal Communication Services segment (Personal) covers
mobile telecommunication services in France, the United Kingdom,
Poland and the rest of the world;
- the Home Communication Services segment (Home) covers the
fixed telecommunication services activities (fixed-line telephony,
Internet services and services to operators) in France, Poland and the
rest of the world as well as the distribution activities and support
functions provided to other business segments of the Group;
- the Enterprise Communication Services segment (Enterprise) covers
business communication solutions and services in France and


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throughout the world.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations with respect to Notes issued under the Programme. These
are set out under "Risk Factors" below and include:
- risks related to France Telecom (debt level, the success of the
strategic programs, the success of the integrated operator model, the
successful integration of the companies acquired, the risks of the
subsidiaries or joint ventures with other partners, investigations and
litigation, the investments required to supply new services, the
vulnerability of its infrastructure);
- risks related to the telecommunications sector (the transformation of
the sector, strong competition, declining profitability of certain
activities, regulatory pressures, allegations of health risks); and
- risks related to the financial markets (fluctuations in exchange rates,
changes in interest rates, the volatility of the France Telecom share and
possible future sales by the French state).
In addition, there are certain factors which are material for the purpose
of assessing the market risks associated with Notes issued under the
Programme. These are set out under "Risk Factors" below and include
the fact that the Notes may not be a suitable investment for all
investors, certain risks relating to the structure of particular series of
Notes and certain market risks.
Description and Size:
Euro Medium Term Note Programme of up to EUR 30,000,000,000 (or
its equivalent in other currencies) outstanding at any time. The Issuer
may increase the amount of the Programme in accordance with the
terms of the Programme Agreement
Arrangers:

BNP Paribas and Merrill Lynch Capital Markets (France) SAS
Dealers:
ABN AMRO Bank N.V.
BNP Paribas
HSBC France
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities Ltd.
Merrill Lynch International
Morgan Stanley & Co. International Plc
Nomura International plc
Société Générale

Further Dealers may be appointed from time to time by the Issuer in
accordance with the provisions of the Programme Agreement.


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Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale") including
the following restrictions applicable at the date of this Base Prospectus.
Notes with a maturity of less than one year
Notes having a maturity of less than one year will, if the proceeds of
the issue are accepted in the United Kingdom, constitute deposits for
the purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000 unless they
are issued to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see "Subscription
and Sale".
Under the Luxembourg Law on Prospectuses for Securities, which
implements the Prospectus Directive, prospectuses for the listing of
money market instruments having a maturity at issue of less than 12
months and complying also with the definition of securities are not
subject to the approval provisions of such law and do not need to be
approved by the CSSF.
Issuing and Principal
Citibank, N.A.
Paying Agent:
Agency Agreement:
The Agency Agreement (as defined in the "Terms and Conditions of
the Notes") entered into in relation to the Notes principally contains
provisions relating to the payment and administrative procedures
relating to the Notes. In addition, it contains the forms of temporary
global note, permanent global note, global certificate, definitive notes
and certificates and provisions relating to meetings of Noteholders.
The key provisions of the Agency Agreement applicable to holders of
Notes are contained in the Terms and Conditions of the Notes (see also
"General Information--Documents Available").
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such
currencies as may be agreed between the Issuer and the relevant
Dealer(s) (as indicated in the applicable Final Terms).
Redenomination:
The applicable Final Terms may provide that certain Notes may be
redenominated in euro. The terms of such redenomination shall be as
set out in Condition 17 as amended by the applicable Final Terms.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer and as indicated in the applicable Final Terms, subject to such
minimum or maximum maturities as may be allowed or required from
time to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or the relevant Specified
Currency.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the


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Notes".
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the
applicable Final Terms) and on redemption such interest will be
calculated on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the
applicable Final Terms).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the Notes
of the relevant Series); or

(ii)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or

(iii)
on such other basis as may be agreed between the Issuer and
the relevant Dealer(s), (as indicated in the applicable Final
Terms).

The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer(s) for each Series of
Floating Rate Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes or
of interest in respect of Index Linked Interest Notes will be calculated
by reference to such index and/or formula or to changes in the prices of
securities or commodities or to such other factors as the Issuer and the
relevant Dealer(s) may agree (as indicated in the applicable Final
Terms).
Other provisions in relation to
Floating Rate Notes and Index Linked Interest Notes may also have a
Floating Rate Notes and Index
maximum interest rate, a minimum interest rate or both (as indicated in
Linked Interest Notes:
the applicable Final Terms).

Interest on Floating Rate Notes and Index Linked Interest Notes in
respect of each Interest Period, as selected prior to issue by the Issuer
and the relevant Dealer, will be payable on such Interest Payment
Dates specified in, or determined pursuant to, the applicable Final
Terms and will be calculated on the basis of the relevant Day Count
Fraction unless otherwise indicated in the applicable Final Terms.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made
in such currencies, and based on such rates of exchange, as the Issuer
and the relevant Dealer(s) may agree (as indicated in the applicable
Final Terms).

Notes may be converted from one Interest Basis to another if so
provided in the applicable Final Terms.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.


9






Redemption and Purchase:
The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other than in
specified instalments (see below), if applicable, or for taxation reasons
or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer and/or the Noteholders upon
giving notice to the Noteholders or the Issuer, as the case may be, on a
date or dates specified prior to such stated maturity and at a price or
prices and on such terms as are indicated in the applicable Final Terms.

The Notes may be redeemable by the Issuer in the event of it having to
pay any additional amounts (for taxation reasons) as set out in "Terms
and Conditions of the Notes".

The Issuer or any of its subsidiaries may at any time purchase Notes
(provided that, in the case of definitive Notes, all unmatured Receipts
and Coupons appertaining thereto are purchased therewith) at any price
in the open market as further described in Condition 6. Any purchase
of Notes by the Issuer will be made in accordance with applicable
regulations.

The applicable Final Terms may provide that Notes may be
redeemable in two or more instalments of such amounts and on such
dates as are indicated in the applicable Final Terms.

Notes having a maturity of less than one year may be subject to
restrictions on their denomination and distribution, see "Certain
restrictions -- Notes with a maturity of less than one year" above.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between
the Issuer and the relevant Dealer(s) (as indicated in the applicable
Final Terms) save that the minimum denomination of each Note will
be such amount as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency, see "Certain Restrictions
-- Notes with a maturity of less than one year in relation to which
issue proceeds are accepted in the United Kingdom" above, and save
that the minimum denomination of each Note admitted to trading on a
regulated market within the European Economic Area (other than in
France) or offered to the public in a Member State of the European
Economic Area (other than in France) in circumstances which require
the publication of a prospectus under the Prospectus Directive will be
1,000 (or, if the Notes are denominated in a currency other than euro,
the equivalent amount in such currency).
Taxation:
A summary of the French and Luxembourg tax considerations, inter
alia, are set out on page 91 herein (see "Taxation").
Negative Pledge:
The terms of the Notes will contain a negative pledge provision as
further described in Condition 3.
Cross-Default:
The terms of the Notes will contain a covenant as to the indebtedness
of the Issuer as further described in Condition 8.
Status of the Notes:
The Notes will constitute direct, unconditional, unsubordinated and,
subject to the provisions of Condition 3, unsecured obligations of the
Issuer and will rank pari passu among themselves and (save for certain
debts required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations, if any) of the Issuer,
from time to time outstanding.


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