Obligation The Kola-Cola Company 6.5% ( XS0126389732 ) en GBP

The Kola-Cola Company

100 % ▼

Etas-Unis

XS0126389732 ( en GBP )

6.5% par an ( paiement annuel )

07/12/2016 - Obligation échue

Prospectus brochure de l'obligation The Coca-Cola Company XS0126389732 en GBP 6.5%, échue

1 000 GBP

175 000 000 GBP

The Coca-Cola Company est une multinationale américaine productrice et distributrice de boissons non alcoolisées, dont la marque phare, Coca-Cola, est l'une des plus reconnues au monde.

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en GBP, avec le code ISIN XS0126389732, paye un coupon de 6.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/12/2016

Information Memorandum
COCA-COLA ENTERPRISES INC.
(incorporated with limited liability in the State of Delaware)
as issuer
U.S.$3,500,000,000
Euro Medium Term Note Programme
On 25th September, 1997 Coca-Cola Enterprises Inc. ("CCE" or the "Issuer") and Coca-Cola Great Britain plc established a
U.S.$2,500,000,000 Euro Medium Term Note Programme (the "Programme"). The Programme was subsequently amended and
the amount of the Programme thereby increased to U.S.$3,000,000,000 on 9th March, 1999 and to U.S.$3,500,000,000 on 2nd
May, 2001. This Information Memorandum supersedes the previous Information Memorandum dated 25th April, 2002. Any Notes
(as defined below) issued under the Programme after the date hereof are issued subject to the provisions set out herein. This
does not affect any Notes issued prior to the date hereof.
Under this U.S.$3,500,000,000 Euro Medium Term Note Programme (the "Programme"), CCE may from time to time issue notes
(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 will not exceed U.S.$3,500,000,000 (or its
equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the date of this
Information Memorandum relating to the maturity of certain Notes is set out on page 7.
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 7, 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 Information Memorandum 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 purchase such
Notes.
The Terms and Conditions of the Notes contain covenants from CCE as Issuer as more fully described in Condition 3
"Covenants".
Application has been made for Notes issued during the period of 12 months from the date of this document to be listed on the
Luxembourg Stock Exchange; consequently the Information Memorandum is only valid in respect of the issuance of Notes
intended to be listed on the Luxembourg Stock Exchange for a period of 12 months from the date of this document. 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 on page 20) of Notes will be set forth in a
pricing supplement (the "Pricing Supplement") which, with respect to Notes to be listed on the Luxembourg Stock Exchange,
will be delivered to the Luxembourg Stock Exchange on or before the date of issue (the "Issue Date") of the Notes of such
Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the
Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes.
The Notes of each Tranche will initially be represented by a temporary global Note which will be deposited on the Issue Date
thereof with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and/or any other agreed clearance system
and which will be exchangeable, as specified in the applicable Pricing Supplement for either a permanent global Note or Notes
in definitive form, in each case no earlier than the Exchange Date (as defined on page 12) upon certification as to non-U.S.
beneficial ownership as required by United States tax laws and regulations. A permanent global Note will be exchangeable for
definitive Notes, upon request (unless otherwise specified in the applicable Pricing Supplement), all as further described in "Form
of the Notes" below. The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold within the United States (as defined on page 3) or to, or for the
account or benefit of, U.S. persons (as defined on page 3) except in accordance with Regulation S (as defined on page 3) or
pursuant to an exemption from the Securities Act. The Notes are in bearer form and are subject to certain United States tax law
requirements. For a further description of restrictions on offers, sales and deliveries of the Notes, see "Subscription and Sale".
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 a supplementary Information Memorandum will be prepared.
Arranger
Deutsche Bank
Dealers
ABN AMRO
BNP PARIBAS
Citigroup
Credit Suisse First Boston
Deutsche Bank
HSBC
ING Financial Markets
The date of this Information Memorandum is 8th May, 2003.

The Issuer having made all reasonable enquiries, confirms that this Information Memorandum,
including any document deemed to be incorporated herein by reference as provided under
"Documents Incorporated by Reference" and such other documents deemed to constitute part of
this Information Memorandum contain all information which is material in the context of the
Programme, that the information contained therein is true and accurate in all material respects and
is not misleading, that the opinions and intentions expressed therein are honestly held, that there
are no other facts the omission of which would make any of such information or the expression of
any such opinions or intentions misleading and that the Issuer accepts responsibility accordingly.
This Information Memorandum is to be read in conjunction with all documents which are deemed
to be incorporated herein by reference (see "Documents Incorporated by Reference" below).
This Information Memorandum shall be read and construed on the basis that such documents are
incorporated and form part of this Information Memorandum.
The Dealers have not separately 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 Dealers as to the accuracy or completeness of the information contained
in this Information Memorandum or any other information provided in connection with the
Programme or the Notes or their distribution. The statements made in this paragraph are made
without prejudice to the responsibility of the Issuer under the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Information Memorandum 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 Information Memorandum 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 Information Memorandum 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 Information Memorandum 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.
The delivery of this Information Memorandum does not at any time imply that the information
contained herein concerning CCE 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 CCE during the life of the Programme. Investors should
review, inter alia, the documents deemed to be incorporated herein by reference when deciding
whether or not to purchase any Notes.
The distribution of this Information Memorandum and the offer or sale of Notes may be restricted
by law in certain jurisdictions. Neither the Issuer nor the Dealers 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 facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or any of the Dealers which would permit a public
offering of any Notes or distribution of this document in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Information Memorandum 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 Information Memorandum or
any Notes come must inform themselves about, and observe, any such restrictions. In particular,
2

there are restrictions on the distribution of this Information Memorandum and the offer or sale of
Notes in the United States, the United Kingdom, France, Japan and Germany (see "Subscription
and Sale" below). In addition, the Issuer has not authorised any offer of Notes having a maturity of
one year or more to the public in the United Kingdom within the meaning or the Public Offers of
Securities Regulations 1995 (as amended).
Except as provided in "Subscription and Sale" below, as used herein, "United States" means the
United States of America (including the States and the District of Columbia), its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject to its
jurisdiction and the term "United States person" means a citizen or resident of the United States
or a corporation or a partnership created or organised in or under the laws of the United States or
any political subdivision thereof, an estate the income of which is subject to United States Federal
income taxation regardless of its source, a trust subject to the supervision of a court within the
United States and the control of a United States person as described in Section 7701(a)(30) of the
United States Internal Revenue Code of 1986, as amended (the "Code") and the regulations
thereunder, or a trust that meets certain requirements and elected to be treated as a United States
person. "U.S. person" shall have the meaning set forth in Sections 230.901 through 904 of Title 17
of the United States Code of Federal Regulations ("Regulation S").
All references in this document to "U.S. dollars", "U.S.$", "$" and "cents" refer to United States
dollars, those to "Yen" refer to Japanese Yen, those to "Sterling" and "£" refer to pounds sterling and
those to "euro" and "e" 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.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed
as the stabilising manager in the applicable Pricing Supplement or any person acting for him may
over-allot or effect transactions with a view to supporting the market price of the Notes of the Series
(as defined below) of which such Tranche forms a part thereof at a level higher than that which
might otherwise prevail for a limited period after the issue date. However, there may be no
obligation on the stabilising manager or any agent of his to do this. Such stabilising, if commenced,
may be discontinued at any time and must be brought to an end after a limited period. Such
stabilising shall be in compliance with all applicable laws, regulations and rules.
3

TABLE OF CONTENTS
Page
Documents Incorporated by Reference
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5
General Description of the Programme
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6
Summary of the Programme and the Terms and Conditions of the Notes
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7
Form of the Notes
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Form of Pricing Supplement
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13
Terms and Conditions of the Notes
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20
Use of Proceeds
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42
Coca-Cola Enterprises Inc.
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43
Certain United States Federal Tax Considerations for United States Aliens
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48
Subscription and Sale ..
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50
General Information
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53
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:
(a)
the most recent Annual Report on Form 10-K for the time being of CCE filed with the United States
Securities and Exchange Commission (the "Commission");
(b)
the most recent quarterly interim report on Form 10-Q and any other reports filed by CCE with the
Commission pursuant to Section 13, 14 or 15(d) of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations thereunder subsequent to
the date of the financial statements included in the Annual Report on Form 10-K referred to in sub-
clause (a) above;
(c)
all supplements and amendments to this Information Memorandum circulated by CCE; and
(d)
any documents filed by CCE with the Commission. Such documents filed with the Commission and
incorporated by reference may be found on the Commission's website (www.sec.gov).
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Information
Memorandum to the extent that a statement contained in any such subsequent document which is
deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise).
At the date hereof, the most recent Annual Report of CCE is in respect of the fiscal year ended 31st
December, 2002. CCE is the holding company for its group and operates directly and through subsidiary
companies. All of CCE's subsidiary companies are presented in CCE's financial statements on a
consolidated basis.
Pursuant to the Exchange Act, CCE prepares and files quarterly interim reports.
CCE will provide, without charge, to each person to whom a copy of this Information Memorandum has
been delivered, upon the request of such person, a copy of any or all of the documents deemed to be
incorporated herein by reference unless such documents have been modified or superseded as
specified above. Requests for such documents should be directed to CCE at its office set out at the end
of this Information Memorandum. In addition, such documents will be available free of charge from the
principal office in Luxembourg of Kredietbank S.A. Luxembourgeoise (the "Luxembourg Listing
Agent") for Notes listed on the Luxembourg Stock Exchange.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so long
as any Note remains outstanding and listed on such exchange, in the event of any material adverse
change in the financial condition of the Issuer which is not reflected in this Information Memorandum,
prepare a further supplement to this Information Memorandum or publish a new Information
Memorandum for use in connection with any subsequent issue of the Notes to be listed on the
Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this Information
Memorandum, as supplemented, inaccurate or misleading, a new Information Memorandum or
supplement will be prepared.
5

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency and
having a minimum maturity of one month, 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 Dealer 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 and supplemented by the applicable Pricing Supplement attached to, or endorsed
on, such Notes, as more fully described under "Form of the Notes" below.
This Information Memorandum and any supplement will only be valid for listing Notes on the
Luxembourg Stock Exchange during the period of 12 months from the date of this Information
Memorandum in an aggregate nominal amount which, when added to the aggregate nominal amount
then outstanding of all Notes previously or simultaneously issued under the Programme, does not
exceed U.S.$3,500,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S.
dollar equivalent of the aggregate nominal amount of Notes issued under the Programme from time to
time:
(a)
the U.S. dollar equivalent of Notes denominated in another Specified Currency (as specified in the
applicable Pricing Supplement) shall be determined, at the discretion of the Issuer, either as of the
date on which agreement is reached for the issue of Notes or on the preceding day on which
commercial banks and foreign exchange markets are open for general business in London, in each
case on the basis of the spot rate for the sale of the U.S. dollar against the purchase of such
Specified Currency in the London foreign exchange market quoted by any leading international
bank selected by the Issuer on the relevant day of calculation;
(b)
the U.S. dollar equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each
as specified in the applicable Pricing Supplement) shall be calculated in the manner specified
above by reference to the original nominal amount on issue of such Notes (in the case of Partly
Paid Notes regardless of the subscription price paid); and
(c)
the U.S. dollar equivalent of Zero Coupon Notes (as specified in the applicable Pricing
Supplement) and other Notes issued at a discount or a premium shall be calculated in the manner
specified above by reference to the net proceeds received by the Issuer for the relevant issue.
6

SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in
"Form of the Notes" and "Terms and Conditions of the Notes" below shall have the same meanings in
this summary.
Issuer:
Coca-Cola Enterprises Inc.
Description:
Euro Medium Term Note Programme
Arranger:
Deutsche Bank AG London
Dealers:
ABN AMRO Bank N.V.
BNP PARIBAS
Citigroup Global Markets Limited
Credit Suisse First Boston (Europe) Limited
Deutsche Bank AG London
HSBC Bank plc
ING Bank N.V.
and any other Dealers appointed in accordance with the Programme
Agreement
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" on page 50).
Swiss Francs
Issues of Notes denominated in Swiss francs or carrying a Swiss franc
related element with a maturity of more than one year (other than Notes
privately placed with a single investor with no publicity) will be effected in
compliance with the relevant regulations of the Swiss National Bank based
on article 7 of the Federal Law on Banks and Savings Banks of 8th
November, 1934 (as amended) and article 15 of the Federal Law on Stock
Exchanges and Securities Trading of 24th March, 1995 in connection with
article 2, paragraph 2 of the Ordinance of the Federal Banking Commission
on Stock Exchanges and Securities Trading on 2nd December, 1996.
Under the said regulations, the relevant Dealer or, in the case of a
syndicated issue, the lead manager (the "Swiss Dealer"), must be a bank
domiciled in Switzerland (which includes branches or subsidiaries of a
foreign bank located in Switzerland) or a securities dealer duly licensed by
the Swiss Federal Banking Commission pursuant to the Federal Law on
Stock Exchanges and Securities Trading of 24th March, 1995. The Swiss
Dealer must report certain details of the relevant transaction to the Swiss
National Bank no later than the Issue Date of the relevant Notes.
Notes with a maturity of less than one year
Notes issued with 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".
7

Issuing and Principal
JPMorgan Chase Bank, London.
Paying Agent:
Size:
Up to U.S.$3,500,000,000 (or its equivalent in other currencies calculated
as described herein on page 6) outstanding at any time. The Issuer may
increase the amount of the Programme in accordance with the terms of the
Programme Agreement.
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, any currency
agreed between the Issuer and the relevant Dealer (as indicated in the
applicable Pricing Supplement).
Redenomination:
If the Specified Currency of an issue of Notes is a currency of one of the
member states of the European Union, the Issuer may specify in the
applicable Pricing Supplement that such Notes will include redenomination
provisions for the redenomination of the Specified Currency to euro, and, if
so specified, the wording of the redenomination provisions will be set out in
full in the applicable Pricing Supplement.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer and as indicated in the applicable Pricing Supplement, 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 in bearer form. Each Tranche of Notes will initially be
represented by a temporary global Note which will be deposited on the
relevant Issue Date with a common depositary for Euroclear and
Clearstream, Luxembourg and/or any other agreed clearance system and
which will be exchangeable, upon request, as described therein for either
a permanent global Note or definitive Notes (as indicated in the applicable
Pricing Supplement and subject, in the case of definitive Notes, to such
notice period as is specified in the applicable Pricing Supplement) in each
case on and after the date which is the later of (i) 40 days after the Issue
Date and (ii) 40 days after the completion of the distribution of the Notes of
the relevant Tranche upon certification of non-U.S. beneficial ownership as
required by U.S. tax laws and regulations, as more particularly described in
"Form of Notes" on page 11. A permanent global Note will be
exchangeable, unless otherwise specified in the applicable Pricing
Supplement, upon request as described therein, in whole but not in part for
definitive Notes upon not less than 60 days' written notice to the Agent as
described in "Form of the Notes" below. Any interest in a global Note will be
transferable only in accordance with the rules and procedures for the time
being of Euroclear, Clearstream, Luxembourg and/or any other agreed
clearance system, as appropriate.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer (as indicated in the applicable
Pricing Supplement) and on redemption, and will be calculated on the
basis of such Day Count Fraction as may be agreed between the Issuer
and the relevant Dealer (as indicated in the applicable Pricing
Supplement).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
8

(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 2000 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,
as indicated in the applicable Pricing Supplement.
The margin (if any) relating to such floating rate will be agreed between the
Issuer and the relevant Dealer 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 may agree (as indicated in the applicable Pricing
Supplement).
Other provisions in
Floating Rate Notes and Index Linked Interest Notes may also have a
relation to Floating Rate
maximum interest rate, a minimum interest rate or both (as indicated in the
Notes and Index Linked
applicable Pricing Supplement).
Interest Notes:
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 Pricing Supplement and will
be calculated on the basis of the relevant Day Count Fraction unless
otherwise indicated in the applicable Pricing Supplement.
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 may agree (as indicated in the applicable Pricing
Supplement).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest other than in the case of late payment.
Redemption:
The Pricing Supplement relating to each Tranche of Notes will indicate
either that the Notes of such Tranche 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 not less than 15 nor more than 30 days'
irrevocable notice (or such other notice period (if any) as is indicated in the
applicable Pricing Supplement) 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
Pricing Supplement.
Notes issued with 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.
9

The Pricing Supplement 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 Pricing Supplement.
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between the
Issuer and the relevant Dealer and as indicated in the applicable Pricing
Supplement save that the minimum denomination of each Note will be such
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" above.
Taxation:
All payments in respect of the Notes will be made without deduction for or
on account of withholding taxes imposed by the United States, except as
provided in Condition 7.
Negative Pledge:
The terms of the Notes will contain restrictions on liens as further described
in Condition 3.
Cross Default:
The terms of the Notes will contain a cross-default provision as further
described in Condition 9.
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.
Listing:
Application has been made to list the Notes issued under the Programme
on the Luxembourg Stock Exchange. The Notes may also be listed on such
other or further stock exchange(s) as may be agreed between the Issuer
and the relevant Dealer in relation to each Series.
Unlisted Notes may also be issued.
The Pricing Supplement relating to each Tranche of Notes will state
whether or not and, if so, on which stock exchange(s) the Notes are to be
listed.
Governing Law:
The Notes will be governed by, and construed in accordance with, the laws
of the State of New York.
Selling Restrictions:
There are selling restrictions in relation to the United States, the United
Kingdom, France, Japan and Germany and such other restrictions as may
be required in connection with the offering and sale of a particular Tranche
of Notes. See "Subscription and Sale" below.
10