Obligation Central American Integration Bank 6.75% ( US15238RAA05 ) en USD

Société émettrice Central American Integration Bank
Prix sur le marché 100 %  ▼ 
Pays  Honduras
Code ISIN  US15238RAA05 ( en USD )
Coupon 6.75% par an ( paiement semestriel )
Echéance 15/04/2013 - Obligation échue



Prospectus brochure de l'obligation CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION US15238RAA05 en USD 6.75%, échue


Montant Minimal 10 000 USD
Montant de l'émission 200 000 000 USD
Cusip 15238RAA0
Description détaillée La Banque centro-américaine d'intégration économique (BCIE) est une institution financière multilatérale qui soutient le développement économique et social des pays d'Amérique centrale.

L'Obligation émise par Central American Integration Bank ( Honduras ) , en USD, avec le code ISIN US15238RAA05, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2013







OFFERING CIRCULAR
US$750,000,000
Central American Bank for
Economic Integration
Medium-Term Note Program
Under its Medium-Term Note Program (the "Program"), the Central American Bank for Economic
Integration ("CABEI") may from time to time issue its Medium-Term Notes (the "Notes") as specified in a
supplement to this Offering Circular (a "Pricing Supplement"). The aggregate principal amount of all Notes will
not exceed US$750,000,000 (or the equivalent thereof in other currencies or composite currencies), subject to
increase.
The terms of the Notes, which in each case will be specified in a Pricing Supplement, may differ from those
described herein. Notes may be denominated in U.S. dollars, Yen, euros, a currency of a Founding Member, or
other currencies or composite currencies, as specified in the applicable Pricing Supplement. If Notes are to be
denominated in a composite currency, the applicable Pricing Supplement will establish the mechanism for
determining the value of such composite currency. Any date of payment or amount payable in respect of
principal, interest or premium payable on the Notes may be determined by reference to specified currency,
security, commodity, interest rate and/or other indices or formulas and/or other measures, instruments or events as
specified in the relevant Pricing Supplement. Subject to certain exceptions, payments on the Notes will be made
without deduction for or on account of any withholding taxes imposed by or within the Founding Members. See
"Terms and Conditions of the Notes--Additional Amounts".
Interest on fixed rate notes and floating rate notes will be payable on the dates specified in the applicable
Pricing Supplement and at maturity. Zero coupon notes generally will not bear interest. Unless otherwise
specified in the applicable Pricing Supplement, Notes will not be subject to redemption at the option of CABEI.
See "Investment Considerations" beginning on page 6 of this Offering Circular for a discussion of
certain factors to be considered in connection with an investment in the Notes.
Application has been made to list the Notes issued under the Program on the Luxembourg Stock Exchange.
Notes issued under the Program may be listed on one or more stock exchanges or may be unlisted as specified in
the applicable Pricing Supplement. This Offering Circular is valid for a period of one year (12 months) from the
date hereof.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or any state securities laws and are being offered and sold in the United States only to qualified institutional
buyers within the meaning of Rule 144A under the Securities Act and outside the United States in accordance
with Regulation S under the Securities Act. For a description of certain restrictions on transfers of the Notes, see
"Description of the Notes", "Offering and Sale" and "Notice to Investors".
Offers to purchase Notes may be solicited, on a reasonable efforts basis, from time to time on behalf of
CABEI by the Agents named in "Offering and Sale". Notes also may be sold to the Agents on their own behalf at
negotiated discounts or commissions for resale to other purchasers. CABEI reserves the right to sell Notes
directly on its own behalf in certain circumstances or to or through other brokers or dealers. CABEI reserves the
right to withdraw, cancel or modify the offering of the Notes contemplated hereby without notice. No termination
date for the offering of the Notes has been established. CABEI or any Agent may reject any offer made to or
through it in whole or in part. See "Offering and Sale".
Salomon Smith Barney
April 2, 2003




You should rely only on the information contained in or incorporated by reference in this Offering
Circular. CABEI has not authorized anyone to provide you with different information. CABEI is not
making an offer of the Notes in any state where the offer is not permitted. You should not assume that the
information contained in this Offering Circular is accurate as of any date other than the date on the front
of this Offering Circular.
TABLE OF CONTENTS
Page
____
Notice to New Hampshire Residents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Central American Bank for Economic Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Legal Status of CABEI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . .
14
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Limitations on Issuance of Bearer Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Important Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Offering and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
The Founding Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
CABEI has made all reasonable inquiries and confirms that, to the best of its knowledge, the information
contained herein with regard to CABEI and the Notes is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there
are no other facts the omission of which would make this Offering Circular as a whole or any of the information
or the expression of any of these opinions or intentions misleading. CABEI accepts responsibility accordingly.
This Offering Circular has been prepared by CABEI solely for use in connection with the proposed offering
of the Notes. This Offering Circular is personal to each offeree and does not constitute an offer to any other
person or to the public generally to subscribe for or otherwise acquire securities. Distribution of this Offering
Circular to any other person other than the offeree and any person retained to advise such offeree with respect to
its purchase is unauthorized, and any disclosure of any of its contents, without the prior written consent of
i


CABEI, is prohibited. Each prospective investor, by accepting delivery of this Offering Circular, agrees to the
foregoing and agrees to make no photocopies of this Offering Circular or any documents referred to herein.
The Agents make no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained in this Offering Circular. Nothing contained in this Offering Circular is, or shall be relied
upon as, a promise or representation by the Agents as to the past or future. The Agents have not independently
verified any of the information contained herein (financial, legal or otherwise) and assume no responsibility for
the accuracy or completeness of any such information.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S.
regulatory authority, has approved or disapproved the Notes nor have any of the foregoing authorities passed upon
or endorsed the merits of this offering or the accuracy or adequacy of this Offering Circular. Any representation to
the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of CABEI and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this Offering Circular as legal, business or tax advice. Each prospective investor should consult its
own advisors as needed to make its investment decision and to determine whether it is legally permitted to
purchase the securities under applicable legal investment or similar laws or regulations. Investors should be aware
that they may be required to bear the financial risks of this investment for an indefinite period of time.
This Offering Circular contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information and all such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to CABEI at the registered offices of the Fiscal Agent or any Paying Agent during normal business
hours.
The distribution of this Offering Circular and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by CABEI and the
Agents to inform themselves about and to observe any such restrictions. For a further description of certain
restrictions on the offering and sale of the Notes, see "Description of the Notes", "Offering and Sale" and "Notice
to Investors". This Offering Circular does not constitute an offer of, or an invitation to purchase, any of the Notes
in any jurisdiction in which such offer or invitation would be unlawful.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT
A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:
(a) the most recent publicly available audited annual financial statements contained in the Annual Report of
CABEI;
(b) any interim financial statements of CABEI (whether audited or unaudited) that become publicly
available subsequent to such annual financial statements from time to time; and
ii


(c) all amendments and supplements to this Offering Circular prepared by CABEI from time to time;
provided, however, that any statement contained in this Offering Circular or in any of the documents
incorporated by reference in, and forming part of, this Offering Circular shall be deemed to be modified
or superseded for the purpose of this Offering Circular to the extent that a statement contained in any
document subsequently incorporated by reference modifies or supersedes such statement.
The documents incorporated by reference in, and forming part of, this Offering Circular may be obtained free
of charge at the offices of the Luxembourg listing and paying agent.
CABEI has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange, that
if there shall occur any adverse change in the business or financial position of CABEI or any change in the
information set out under "Terms and Conditions of the Notes" that is material in the context of issuance under
the Program, CABEI will prepare or procure the preparation of any amendment or supplement to this Offering
Circular for use in connection with any subsequent issue by CABEI of Notes to be listed on the Luxembourg
Stock Exchange.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
As a multilateral organization, CABEI is a legal entity under public international law. The majority of its
assets and those of its governors, directors and executive officers, all of whom are non-residents of the United
States, are located outside the United States. As a result, it may be difficult or impossible for investors to effect
service of process within the United States on CABEI or on such persons with respect to matters arising under
U.S. federal securities laws, or to enforce in Member Countries (as defined herein) judgments obtained against
CABEI or such persons in U.S. courts, including actions predicated upon the civil liability provisions of such
U.S. federal securities laws. In the Member Countries both recognition and enforcement of court judgments with
respect to civil liability provisions of U.S. federal securities laws are governed by local laws.
CABEI has appointed CT Corporation System as its authorized agent upon which process may be served in
any action instituted in any U.S. federal or state court having subject matter jurisdiction in the Borough of
Manhattan, The City of New York, arising out of or based upon the fiscal agency agreement governing the Notes.
See "Terms and Conditions of the Notes--Jurisdiction, Consent to Service and Enforceability".
FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. All statements other than statements of
historical fact included in this Offering Circular, including statements regarding future events or prospects and
certain statements under the headings "Summary", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business", are forward-looking statements. Statements that include
the words "aim", "may", "will", "expect", "anticipate", "believe", "future", "continue", "hope", "estimate",
"plan", "intend", "should", "shall" or the negative or other variations thereof as well as other statements regarding
matters that are not historical fact, are or may constitute forward-looking statements. CABEI has based these
forward-looking statements on management's current view with respect to future events and financial
performance. These views reflect the best judgment of CABEI's executives but involve a number of risks and
uncertainties which could cause actual results to differ materially from those predicted in CABEI's forward-
looking statements and from past results, performance or achievements. Important factors that could cause
CABEI's actual results to differ materially from those in the forward-looking statements include, among others:
· CABEI's business could be affected by future adverse economic or political conditions in the Founding
Members as well as in the Beneficiary Countries once such countries are eligible to borrow from CABEI;
and
· CABEI could be adversely affected by currency devaluations or exchange controls.
iii


PRESENTATION OF FINANCIAL INFORMATION
CABEI maintained its books and records through June 30, 2002 and expressed its financial statements for
dates occurring and periods ending on or before June 30, 2002 in Central American pesos, a symbolic currency
equivalent to the United States dollar ("US$" or "U.S. dollar"), and has maintained its books and records since
June 30, 2002 and has expressed its financial statements for dates occurring and periods ending after June 30,
2002 in U.S. dollars. For the convenience of potential investors, CABEI has re-expressed in U.S. dollars its
financial statements as of December 31, 2001 and for the six-month period ended on that date and as of June 30,
2002 and 2001 and for each of the years in the three-year period ended June 30, 2002 which are included in this
Offering Circular and which were initially expressed in Central American pesos, and has expressed in U.S.
dollars substantially all financial information contained in this Offering Circular.
CABEI's assets and liabilities denominated in currencies other than the U.S. dollar are converted to U.S.
dollars at the prevailing exchange rate between such currency and the U.S. dollar as of the dates of the relevant
financial statements, and CABEI's income and expenses are translated at the prevailing exchange rates at the time
of the relevant transaction.
CABEI prepares its financial statements in conformity with accounting principles generally accepted in the
United States ("U.S. GAAP").
Figures set forth in this Offering Circular may have been rounded. Accordingly, totals may not be the sum of
their components.
iv


SUMMARY
The Notes will be offered from time to time in varying amounts and will have varying terms, which for
each Note will be described in the related Pricing Supplement to this Offering Circular and may differ from
the terms described herein. For each particular Note the description of the Notes included in this Offering
Circular will be supplemented, and to the extent inconsistent herewith will be superseded, by the description
of such Note in the applicable Pricing Supplement.
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . Central American Bank for Economic Integration.
Arranger . . . . . . . . . . . . . . . . . . . . . . . . . Salomon Smith Barney.
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . Salomon Smith Barney.
New York Fiscal Agent,
Registrar, Paying Agent
and Transfer Agent. . . . . . . . . . . . . . . Deutsche Bank Trust Company Americas.
London Paying Agent
and Transfer Agent. . . . . . . . . . . . . . . Deutsche Bank AG London.
Luxembourg Paying Agent
and Transfer Agent. . . . . . . . . . . . . . . Deutsche Bank Luxembourg S.A.
Luxembourg Listing Agent . . . . . . . . . . Dexia Banque Internationale à Luxembourg.
Aggregate Amount. . . . . . . . . . . . . . . . . Not to exceed an aggregate initial principal amount of
US$750,000,000 (or the equivalent thereof in other currencies or
composite currencies), subject to increase by CABEI as provided in
the Fiscal Agency Agreement (as defined below).
Fiscal Agency Agreement . . . . . . . . . . . The Notes will be issued under the Fiscal Agency Agreement, dated
as of April 2, 2003 (the "Fiscal Agency Agreement"), between
CABEI, Deutsche Bank Trust Company Americas, as Fiscal Agent,
Registrar, Paying Agent and Transfer Agent, Deutsche Bank AG
London, as Paying Agent and Transfer Agent, and Deutsche Bank
Luxembourg S.A., as Paying Agent and Transfer Agent.
The Offering . . . . . . . . . . . . . . . . . . . . . Notes are being offered to non-U.S. persons (as defined in Regulation
S under the Securities Act) in offshore transactions in reliance on
Regulation S, and in the United States to qualified institutional buyers
in reliance on Rule 144A under the Securities Act.
Minimum Denominations . . . . . . . . . . . Registered Notes (as herein defined) will be issued in minimum
denominations of US$10,000 and integral multiples of US$1,000 in
excess thereof (or the equivalent thereof in the Specified Currency, as
defined below), or in such other denominations as may be specified in
the applicable Pricing Supplement. Bearer Notes (as herein defined)
will be issued in denominations as specified in the applicable Pricing
Supplement. Unless otherwise permitted by then current laws,
regulations and directives, notes denominated in Yen will be in
minimum denominations of ¥1,000,000.
Maturities. . . . . . . . . . . . . . . . . . . . . . . . Subject to compliance with all relevant laws, regulations and
directives, Notes may have any maturity as may be allowed or
required from time to time by the relevant central bank (or equivalent
body, however called) or any laws or regulations applicable to the
relevant currency or currencies.
1


Issue Price . . . . . . . . . . . . . . . . . . . . . . . Notes may be issued at their nominal amount or at a discount to or
premium to their nominal amount, as specified in the relevant Pricing
Supplement.
Specified Currencies . . . . . . . . . . . . . . . Notes may be denominated in U.S. dollars, Yen, euros, a currency of a
Founding Member, or any other currency as may be specified in the
applicable Pricing Supplement, subject in all cases to compliance
with all applicable legal and regulatory requirements as well as all
applicable requirements of the Luxembourg Stock Exchange.
Issuance in Series. . . . . . . . . . . . . . . . . . The Notes will be issued in series (each, a "Series"). The Notes of
each Series will have identical terms (except for the issue date, the
issue price or the first interest payment date), including, but not
limited to, terms with respect to currency, denomination, interest,
interest payment dates, and maturity.
Interest Rates and Other Terms . . . . . . . Interest, if any, will be paid at a fixed rate or at a floating rate
determined by reference to one or more Base Rates, which may be
adjusted by a Spread and/or a Spread Multiplier, as specified in the
applicable Pricing Supplement. Zero Coupon Notes will be issued at a
discount from the principal amount payable at maturity thereof, and,
unless otherwise specified in the applicable Pricing Supplement,
holders of Zero Coupon Notes will not receive periodic payments of
interest thereon. The Notes may also be issued as Indexed Notes, any
date of payment of which, and/or the principal of and any premium
and interest on which, may be determined by reference to specified
currency, security, commodity, interest rate and/or other indices or
formulas and/or other measures, instruments or events as specified in
the applicable Pricing Supplement.
Interest Payments. . . . . . . . . . . . . . . . . . Interest on Fixed Rate Notes and Floating Rate Notes will be paid
semi-annually on the dates set forth in the applicable Pricing
Supplement and at maturity. Zero Coupon Notes generally will not
bear interest.
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . Subject to certain limitations, all payments in respect of the Notes
will be made without deduction for or on account of any withholding
taxes imposed by or within the Founding Members, as provided in the
Notes, except as otherwise required by law. Subject to specified
exceptions and limitations, CABEI will pay Additional Amounts in
the event of the imposition of such taxes. See "Terms and Conditions
of the Notes--Additional Amounts".
Negative Pledge . . . . . . . . . . . . . . . . . . . The Notes will have the benefit of a Negative Pledge as described in
"Terms and Conditions of the Notes--Negative Pledge".
Redemption . . . . . . . . . . . . . . . . . . . . . . The Notes will not be redeemable at the option of CABEI prior to
maturity, except as otherwise specified in the applicable Pricing
Supplement. The Notes will not be redeemable at the option of the
holders thereof, except as otherwise specified in the applicable
Pricing Supplement.
2


Status of Notes. . . . . . . . . . . . . . . . . . . . The Notes will constitute general, direct, unconditional, unsecured
and unsubordinated obligations of CABEI and will rank pari passu
without any preference among themselves with all other present and
future unsecured and unsubordinated indebtedness of CABEI. See
"Terms and Conditions of the Notes--Status".
Form, Denomination and
Registration of Notes . . . . . . . . . . . . . Notes may be issued in registered form, without interest coupons
("Registered Notes" or a "Registered Note"), or in bearer form, with
or without interest coupons ("Bearer Notes" or a "Bearer Note").
Except as otherwise may be specified in the applicable Pricing
Supplement, Bearer Notes will initially be represented only in the
form of a temporary Bearer Note in global form without interest
coupons attached (each, a "Temporary Global Bearer Note"), which
will be deposited with a common depositary in London for the
accounts of the Euroclear System ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"). Interests in
a Temporary Global Bearer Note will be exchangeable, in whole or in
part, for interests in a permanent global bearer Note (a "Global Note")
on or after the Exchange Date (as defined below) therefor, and after
the requisite certifications as to non-U.S. beneficial ownership have
been provided as described herein. Such certification will also be
required before any interest will be paid in respect of any such
beneficial interest. Interests in a Temporary Global Bearer Note or
Global Note will only be exchangeable for Definitive Bearer Notes if
so specified in the relevant Pricing Supplement and in accordance
with the terms of the relevant Temporary Global Bearer Note or
Global Note. See "Description of the Notes--Global Notes".
Except as otherwise may be specified in the applicable Pricing
Supplement, Registered Notes of the same Series and of like tenor
sold in offshore transactions in reliance on Regulation S will be
represented by a Registered Note in global form (a "Regulation S
Global Note") or in the form of a Registered International Global
Note (as defined herein), which will be deposited with a custodian for
and registered in the name of a nominee of The Depository Trust
Company ("DTC") in New York, New York or with a common
depositary in London and registered in the name of a nominee
company for Euroclear or Clearstream, Luxembourg, in each case for
the accounts of Euroclear and Clearstream, Luxembourg. Prior to the
40th day after the completion of the distribution (as certified to the
Fiscal Agent by the relevant Agent) of Notes constituting an
identifiable tranche (the "Exchange Date"), beneficial interests in the
related Regulation S Global Note may be held only through Euroclear
or Clearstream, Luxembourg for the account of non-U.S. persons,
unless transfer and delivery are made through a Restricted Global Note
of the same Series and of like tenor in accordance with the
requirements referred to below.
3


Except as otherwise may be specified in the applicable Pricing
Supplement, Registered Notes of the same Series and of like tenor
that are sold to a qualified institutional buyer within the meaning of
Rule 144A under the Securities Act will be represented by a
Registered Note in global form (a "Restricted Global Note"), which
will be deposited with a custodian for and registered in the name of a
nominee of DTC in New York, New York.
Euroclear, Clearstream, Luxembourg or DTC, as the case may be,
will credit the account of each of its participants with the principal
amount of Notes that are represented by a Regulation S Global Note
or a Restricted Global Note and are being purchased by or through
such participant. Beneficial interests in any such global Note will be
shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants, including Euroclear and
Clearstream, Luxembourg. Except in limited circumstances, definitive
Notes will not be issued in exchange for beneficial interests in any
such global Note. See "Description of the Notes--Global Notes".
A holder of a beneficial interest in a global Note deposited with DTC
that wishes to transfer such interest in reliance upon an exemption
from the registration requirements of the Securities Act other than the
exemption provided by Rule 144A, Regulation S or Rule 144 (if
available) may be required under applicable DTC procedures to
exchange such interest for a definitive Note prior to transfer. In
particular, under DTC procedures currently in effect, DTC generally
does not permit a holder of a Note that is not a qualified institutional
buyer as defined under Rule 144A to hold its interest in a Restricted
Global Note (as defined below) through DTC.
Each Restricted Global Note will bear a Securities Act legend.
Neither any Restricted Global Note nor any beneficial interest therein
may be transferred except in compliance with the transfer restrictions
set forth in such legend. In addition, no beneficial interest in a
Restricted Global Note may be transferred to a person that takes
delivery thereof through a Regulation S Global Note of the same
Series and of like tenor unless the transferor provides the Registrar (as
named in "Terms and Conditions of the Notes--General") with a
written certification regarding compliance with certain of such
transfer restrictions. A transfer of a beneficial interest in a Regulation
S Global Note to a person that takes delivery through a Restricted
Global Note of the same Series and of like tenor, if (but only if) made
prior to the applicable 40th day referred to above, also requires
certification as to compliance with certain transfer restrictions. See
"Notice to Investors", "Terms and Conditions of the Notes--Form,
Denomination and Registration" and "Offering and Sale".
Events of Default . . . . . . . . . . . . . . . . . . For a description of certain events that will permit acceleration of the
principal of the Notes of a particular Series (together with any interest
and Additional Amounts accrued and unpaid thereon), see "Terms and
Conditions of the Notes--Default; Acceleration of Maturity".
4