Base Prospectus Supplement dated 17 June 2009 to the Base Prospectus dated 12 May 2009                                 Fia...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroBASE PROSPECTUS                       ...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroThe Base Prospectus comprises a base p...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroNeither the Base Prospectus nor any ot...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroU.S. INFORMATIONThe Base Prospectus is...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroFFC) and the Republic of Italy (in the...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroTable of ContentsDocuments Incorporate...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01Documents Incorporated by Re...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01General Description of the P...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01GENERAL DESCRIPTION OF THE P...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01GENERAL DESCRIPTION OF THE P...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01GENERAL DESCRIPTION OF THE P...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01Risk FactorsEach of the Issu...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe Group operat...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe Group may no...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSIn addition, gov...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe Guarantor is...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe terms and co...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSinstitutions sho...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSVariable rate No...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSCurrency) and th...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 02 : 4113 Section 02Form of the NotesThe Notes o...
Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 02 : 4113 Section 02FORM OF THE NOTESPermanent B...
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Fiat e Chrysler

  1. 1. Base Prospectus Supplement dated 17 June 2009 to the Base Prospectus dated 12 May 2009 Fiat Finance and Trade Ltd. société anonyme (13, rue Aldringen, L-1118 Luxembourg, incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg, Registre de Commerce et des Sociétés de Luxembourg No. B-59500) Fiat Finance Canada Ltd. (Incorporated with limited liability under the laws of the Province of Alberta, Canada) Fiat Finance North America, Inc. (Incorporated under the laws of the State of Delaware) €15,000,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Fiat S.p.A. (incorporated as a Società per Azioni under the laws of the Republic of Italy)This base prospectus supplement (the Supplement) is supplemental to and should be read in conjunction with the Base Prospectus dated 12 May2009 (the Base Prospectus) in relation to the €15,000,000,000 Global Medium Term Note Programme (the Programme) of Fiat Finance and TradeLtd. société anonyme, Fiat Finance Canada Ltd. and Fiat Finance North America, Inc. (each an Issuer and together the Issuers) and guaranteedby Fiat S.p.A. (the Guarantor). This Supplement constitutes a base prospectus supplement for the purposes of Directive 2003/71/EC (theProspectus Directive) and is prepared in connection with the Programme. This Supplement has been approved by the Irish Financial ServicesRegulatory Authority, as competent authority under the Prospectus Directive. The Irish Financial Services Regulatory Authority only approvesthis Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive.Terms defined in the Base Prospectus have the same meaning when used in this Supplement.The Guarantor accepts responsibility for the information contained in the Supplement. To the best of the knowledge of the Guarantor, theinformation in the Supplement is in accordance with the facts and does not omit anything likely to affect the importance of such information.Each of the Issuers accepts responsibility only for the information contained in the Supplement relating to itself. To the best of the knowledge ofeach of the Issuers, the information contained in those parts of the Supplement relating to such Issuer is in accordance with the facts and doesnot omit anything likely to affect the importance of such information.Fiat-Chrysler AllianceOn 10 June 2009, the Guarantor and the Chrysler Group LLC announced that they had finalised their previously announced global strategicalliance, forming a “new” Chrysler that has the resources, technology and worldwide distribution network required to compete effectively on aglobal scale. The new Chrysler has already begun operations.As part of the alliance, Fiat will contribute to Chrysler its world-class technology, platforms and powertrains for small- and medium-sized cars,allowing the company to offer an expanded product line including environmentally friendly vehicles increasingly in demand by consumers.Chrysler will also benefit from Fiat’s management expertise in business turnaround and access to Fiat’s international distribution network withparticular focus on Latin America and Russia.Under the terms approved by the U.S. Bankruptcy Court in New York and various regulatory and antitrust regulators, the company formerlyknown as Chrysler LLC today formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operateas Chrysler Group LLC.Chrysler Group in turn issued to a subsidiary of Fiat a 20% equity interest on a fully diluted basis in the new company. Fiat has also entered intoa series of agreements necessary to transfer certain technology, platforms and powertrains to the new Chrysler. Fiat’s equity interest will increasein increments by up to a total of 35% in the event that certain milestones mandated by the agreement are achieved, but Fiat cannot obtain amajority stake in Chrysler until all taxpayer funds are repaid.Similarly, the United Auto Workers’ Retiree Medical Benefits Trust, a voluntary employees’ beneficiary association trust (VEBA) has been issuedan equity interest in Chrysler Group equal to 55% on a fully diluted basis. The U.S. Treasury and the Canadian Government have been issued anequity interest equal to 8% and 2% on a fully diluted basis, respectively. These interests reflect the anticipated share dilution as a result of Fiat’sincremental equity assumption once the milestones outlined in the strategic alliance agreement are achieved.In addition to Mr. Marchionne, currently the Chief Executive Officer of Fiat S.p.A. serving as CEO, the new Chrysler will be managed by a nine-member Board of Directors, consisting of 3 directors to be appointed by Fiat, 4 directors to be appointed by the U.S. Government, 1 director tobe appointed by the Canadian Government and 1 director to be appointed by the United Auto Workers’ Retiree Medical Benefits Trust. The Boardis expected to name Robert Kidder as Chairman. The process of determining additional board members is continuing and updates will beannounced as appropriate.As previously announced, Chrysler has entered into an agreement with GMAC Financial Services to provide automotive financing products andservices to the Company’s North American (NAFTA) dealers and customers. GMAC Financial Services will be the preferred lender in NorthAmerica for Chrysler, Jeep® and Dodge dealer and consumer business, including wholesale of new and used vehicles as well as retail.To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into theBase Prospectus by this Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, such statements describedin clause (b) will be deemed to be superseded by such statements described in clause (a).Save as disclosed in this Supplement no significant new factor, material mistake or inaccuracy relating to the information included in the BaseProspectus, which is capable of affecting the assessment of Notes issued under the Programme, has arisen or been noted, as the case may be, sincethe publication of the Base Prospectus.
  2. 2. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroBASE PROSPECTUS Fiat Finance and Trade Ltd. société anonyme (Incorporated with limited liability under the laws of the Grand-Duchy of Luxembourg; Registre de Commerce et des Sociétés de Luxembourg No. B-59500) Fiat Finance Canada Ltd. (Incorporated with limited liability under the laws of the Province of Alberta, Canada) Fiat Finance North America, Inc. (Incorporated under the laws of the State of Delaware) €15,000,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Fiat S.p.A. (incorporated as a Società per Azioni under the laws of the Republic of Italy)Under the €15,000,000,000 Global Medium Term Note Programme (the “Programme’’) described in this base prospectus (“the Base Prospectus”),Fiat Finance and Trade Ltd. société anonyme (“FFT”), Fiat Finance Canada Ltd. (“FFC”) and Fiat Finance North America, Inc. (“FFNA”) (eachan “Issuer” and together, the “Issuers”) may from time to time issue notes (the “Notes’’) denominated in any currency agreed between the relevantIssuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of Notes will be unconditionally and irrevocablyguaranteed by Fiat S.p.A. (the “Company,” “Fiat” or the “Guarantor’’).An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see, “Risk Factors”.The Base Prospectus has been approved by the Irish Financial Services Regulatory Authority (the “Financial Regulator”), as competent authorityunder the Prospectus Directive 2003/71/EC. Such approval relates only to the Notes which are to be admitted to trading on the regulated marketof the Irish Stock Exchange (as defined below) or any other regulated market for the purposes of Directive 2004/39/EC or which are to be offeredto the public in any member state of the European Economic Area. The Financial Regulator only approves this Base Prospectus as meeting therequirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. Application has been made to the Irish StockExchange for the Notes to be admitted to the official list (the “Official List”) and trading on its regulated market. References in the BaseProspectus to the “Irish Stock Exchange” (and all related references) shall mean the regulated market of the Irish Stock Exchange. In addition,references in the Base Prospectus to the Notes being “listed” (and all related references) shall mean that such Notes have been admitted to listingon the Official List of the Irish Stock Exchange and admitted to trading on its regulated market or, as the case may be, a MiFID Regulated Market(as defined below). The regulated market of the Irish Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (each suchregulated market being a “MiFID Regulated Market”). This document may be used to list Notes on the regulated market of the Irish StockExchange pursuant to the Programme. The Programme provides for Notes to be listed on such other or further stock exchange(s) as may be agreedbetween the relevant Issuer, the Guarantor and the relevant Dealer. Each Issuer may also issue unlisted Notes. The maximum aggregate nominalamount of all Notes from time to time outstanding under the Programme will not exceed €15,000,000,000 (or its equivalent in other currencies,subject to increase as provided herein). The Notes will be issued in such denominations as may be agreed between the relevant Issuer and therelevant Dealer and as specified in the applicable Final Terms, save that the minimum denomination of each Note will be such amount as may beallowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevantSpecified Currency (as defined below) and save that the minimum denomination of each Note admitted to trading on a regulated market situatedor operating within the European Economic Area (the “EEA”) and/or offered to the public in an EEA state in circumstances which require thepublication of a prospectus under the Prospectus Directive will be €50,000 (or, if the Notes are denominated in a currency other than euro, theequivalent amount in such currency).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 andconditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will beset out in final terms (the “Final Terms”) which, with respect to Notes to be listed on the Irish Stock Exchange, will be delivered to the FinancialRegulator on or before the date of issue of the Notes of such Tranche. Copies of the Final Terms relating to Notes which are listed on the IrishStock Exchange or offered in circumstances which require a prospectus to be published will be available free of charge, at the registered office ofeach Issuer and the Guarantor. Arranger UBS Investment Bank DealersBanca IMI Barclays CapitalBNP PARIBAS CALYON Crédit Agricole CIBCiti Credit SuisseDeutsche Bank Goldman Sachs InternationalMediobanca – Banca di Credito Finanziario S.p.A. Merrill Lynch InternationalMorgan Stanley Société Générale Corporate & Investment BankingTD Securities The Royal Bank of ScotlandUBS Investment Bank UniCredit (HVB) The date of the Base Prospectus is May 12, 2009
  3. 3. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroThe Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC(the “Prospectus Directive”).The Guarantor accepts responsibility for the information contained in the Base Prospectus. To the best ofthe knowledge of the Guarantor, the information in the Base Prospectus is in accordance with the facts anddoes not omit anything likely to affect the importance of such information. Each of the Issuers acceptsresponsibility only for the information contained in the Base Prospectus relating to itself. To the best of theknowledge of each of the Issuers, the information contained in those parts of the Base Prospectus relatingto such Issuer is in accordance with the facts and does not omit anything likely to affect the importance ofsuch information.Copies of Final Terms will be available from the registered office of each Issuer, the Guarantor and thespecified office set out below of each of the Paying Agents (as defined below).Each of the Issuers and the Guarantor has confirmed to the Dealers that the statements contained inthe Base Prospectus (including all documents which are incorporated by reference herein – see “DocumentsIncorporated by Reference’’) relating (in the case of each Issuer) to such Issuer and (in the case of theGuarantor) to such Issuer and the Guarantor are in every material respect true and accurate and notmisleading; any opinions, predictions or intentions expressed in the Base Prospectus on the part of anyIssuer or the Guarantor (as the case may be) are honestly held or made and are not misleading in anymaterial respect; the Base Prospectus does not omit to state any material fact necessary to make suchinformation, opinions, predictions or intentions (in such context) not misleading in any material respect;and all proper enquiries have been made to ascertain and to verify the foregoing.The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary ofthe Programme’’ and any additional Dealer appointed under the Programme from time to time by theIssuers (each a “Dealer’’ and together the “Dealers’’), which appointment may be for a specific issue or onan ongoing basis.References in the Base Prospectus to the “relevant Dealer’’ shall, in the case of an issue of Notes being (orintended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.References in the Base Prospectus to the “relevant Issuer” shall, in relation to an issue of Notes, be to theIssuer of such Notes.The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the“Securities Act’’) and may not be offered or sold in the United States or to, or for the benefit of, U.S. personsunless the Notes are registered under the Securities Act or an exemption from the registration requirementsof the Securities Act is available. See “Form of the Notes’’ for a description of the manner in which Noteswill be issued. Registered Notes (as defined under “Form of the Notes”) are subject to certain restrictionson transfer, see “Subscription and Sale and Transfer and Selling Restrictions’’.The Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporatedherein by reference (see “Documents Incorporated by Reference’’ below). The Base Prospectus shall be readand construed on the basis that such documents are incorporated and form part of the Base Prospectus.The Dealers have not independently verified the information contained herein. Accordingly, norepresentation, warranty or undertaking, express or implied, is made and no responsibility or liability isaccepted by the Dealers as to the accuracy or completeness of the information contained or incorporated inthe Base Prospectus or any other information provided by any Issuer or the Guarantor in connection withthe Programme.No Dealer accepts any liability in relation to the information contained or incorporated by reference in theBase Prospectus or any other information provided by any Issuer or the Guarantor in connection with theProgramme.No person is or has been authorised by any Issuer to give any information or to make any representationnot contained in or not consistent with the Base Prospectus or any other information supplied in connectionwith the Programme or the Notes and, if given or made, such information or representation must not berelied upon as having been authorised by any Issuer or the Guarantor or any of the Dealers.2
  4. 4. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroNeither the Base Prospectus nor any other information supplied in connection with the Programme or anyNotes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as arecommendation by any Issuer, the Guarantor or any of the Dealers that any recipient of the BaseProspectus, or of any other information supplied in connection with the Programme or any Notes, shouldpurchase any Notes. Each investor contemplating purchasing any Notes should make its own independentinvestigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of therelevant Issuer and/or the Guarantor. Neither the Base Prospectus, nor any other information supplied inconnection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalfof any of the Issuers, the Guarantor or any of the Dealers to any person to subscribe for or to purchase anyNotes.Neither the delivery of the Base Prospectus, nor the offering, sale or delivery of any Notes shall in anycircumstances imply that the information contained herein concerning the Issuers and/or the Guarantor iscorrect at any time subsequent to the date hereof or that any other information supplied in connection withthe Programme is correct as of any time subsequent to the date indicated in the document containing thesame. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuers orthe Guarantor during the life of the Programme or to advise any investor in the Notes of any informationcoming to their attention. Investors should review, inter alia, the most recently published audited annualfinancial statements and, if published later, the most recently published interim financial statements (if any)of the relevant Issuer and Guarantor when deciding whether or not to purchase any Notes.The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or deliveredwithin the United States or its possessions or to United States persons, except in certain transactionspermitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by theU.S. Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder.The Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes inany jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.The distribution of the Base Prospectus and the offer or sale of Notes may be restricted by law in certainjurisdictions. The Issuers, the Guarantor and the Dealers do not represent that the Base Prospectus may belawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicableregistration or other requirements in any such jurisdiction, or pursuant to an exemption availablethereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, noaction has been taken by any Issuer, the Guarantor or the Dealers which would permit a public offering ofany 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 the Base Prospectus norany advertisement or other offering material may be distributed or published in any jurisdiction, exceptunder circumstances that will result in compliance with any applicable laws and regulations. Persons intowhose possession the Base Prospectus or any Notes may come must inform themselves about, and observe,any such restrictions on the distribution of the Base Prospectus and the offering and sale of Notes. Inparticular, there are restrictions on the distribution of the Base Prospectus and the offer or sale of Notes inthe United States, Canada, Japan and the European Economic Area, including Italy, the United Kingdomand The Netherlands, see “Subscription and Sale and Transfer and Selling Restrictions’’.In making an investment decision, investors must rely on their own examination of the relevant Issuer andthe Guarantor and the terms of the Notes being offered, including the merits and risks involved. The Noteshave not been approved or disapproved by the United States Securities and Exchange Commission (the“Commission”) or any other securities commission or other regulatory authority in the United States, norhave the foregoing authorities approved the Base Prospectus or confirmed the accuracy or determined theadequacy of the information contained in the Base Prospectus. Any representation to the contrary isunlawful.None of the Dealers, the Issuers or the Guarantor makes any representation to any investor in the Notesregarding the legality of its investment under any applicable laws. 3
  5. 5. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroU.S. INFORMATIONThe Base Prospectus is being submitted on a confidential basis in the United States to a limited number ofQIBs (as defined under “Form of the Notes’’) in connection with their consideration of the purchase ofNotes being offered hereby. Its use for any other purpose in the United States is not authorised. It may notbe copied or reproduced in whole or in part; nor may it be distributed or any of its contents disclosed toanyone other than the prospective investors to whom it is originally submitted.Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt fromregistration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that theoffer and sale of any Registered Notes to it is being made in reliance upon the exemption from theregistration requirements of the Securities Act provided by Rule 144A under the Securities Act (“Rule144A’’).Each purchaser or holder of Notes represented by a Rule 144A Global Note (as defined under “Form ofthe Notes”) or any Notes issued in registered form in exchange or substitution therefor (together “LegendedNotes’’) will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certainrepresentations and agreements intended to restrict the resale or other transfer of such Notes as set out in“Subscription and Sale and Transfer and Selling Restrictions’’. Unless otherwise stated, terms used in thisparagraph have the meanings given to them in “Form of the Notes’’.NOTICE TO NEW HAMPSHIRE RESIDENTSNEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRECONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATEHAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDEDOR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENTANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.AVAILABLE INFORMATIONTo permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are“restricted securities’’ within the meaning of the Securities Act, the Issuers and the Guarantor haveundertaken in a deed poll dated 12th May, 2008 (the “Deed Poll’’) to furnish, upon the request of a holderof such Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated byhim, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the timeof the request, the relevant Issuer is neither a reporting company under Section 13 or 15(d) of the U.S.Securities Exchange Act of 1934, as amended, (the “Exchange Act’’) nor exempt from reporting pursuantto Rule 12g3-2(b) thereunder.SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIESFFT, FFC and the Guarantor are corporations incorporated under the laws of the Grand-Duchy ofLuxembourg, Alberta (Canada) and the Republic of Italy, respectively. It may not be possible for investorsto effect service of process outside the Grand-Duchy of Luxembourg (in the case of FFT), Canada (in thecase of FFC) or the Republic of Italy (in the case of the Guarantor) or upon FFT, FFC or the Guarantor orto enforce judgments against them obtained in courts outside the Grand-Duchy of Luxembourg (in the caseof FFT), Canada (in the case of FFC) or the Republic of Italy (in the case of the Guarantor) predicated uponcivil liabilities of FFT, FFC or the Guarantor, as the case may be, under laws other than those ofLuxembourg (in the case of FFT), Canada (in the case of FFC) or the Republic of Italy (in the case of theGuarantor), including any judgment predicated upon United States federal securities laws. There are doubtsas to the enforceability in the Grand-Duchy of Luxembourg (in the case of FFT), Canada (in the case of4
  6. 6. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroFFC) and the Republic of Italy (in the case of the Guarantor) in original actions or in actions forenforcement of judgments of United States courts of civil liabilities predicated solely upon the federalsecurities laws of the United States.PRESENTATION OF INFORMATIONAll references in the Base Prospectus to “U.S. dollars’’, “U.S.$’’ and “$’’ refer to the currency of the UnitedStates of America, references to “CAN$” refer to the currency of Canada, references to “Sterling” and “£”refer to the currency of the United Kingdom, and references to “euro’’ and “€” refer to the currencyintroduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treatyestablishing the European Community, as amended.The language of the Base Prospectus is English. Certain legislative references and technical terms have beencited in their original language in order that the correct technical meaning may be ascribed to them underapplicable law. 5
  7. 7. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:16 – Mac 4 – 4113 Intro : 4113 IntroTable of ContentsDocuments Incorporated by Reference ...... 7 Fiat Finance North America, Inc................. 76General Description of the Programme ...... 8 Financial Information relating to Fiat Finance North America Inc. .............. 77Risk Factors ................................................ 12 The Fiat Group .......................................... 78Form of the Notes ...................................... 21 Financial information relating toApplicable Final Terms .............................. 25 Fiat S.p.A. ................................................ 96Terms and Conditions of the Notes ............ 36 Financial Information relating to theUse of Proceeds .......................................... 69 Fiat Group ................................................ 98Fiat Finance and Trade Ltd. Book-Entry Clearance Systems.................... 100 société anonyme........................................ 70 Taxation...................................................... 104Financial Information relating to Subscription and Sale and Transfer and Fiat Finance and Trade Ltd. Selling Restrictions.................................... 110 société anonyme........................................ 71 General Information .................................. 116Fiat Finance Canada Ltd............................. 74Financial Information relating to Fiat Finance Canada Ltd........................... 75In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the StabilisingManager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms mayover-allot Notes or effect transactions with a view to supporting the market price of the Notes at a levelhigher than that which might otherwise prevail. However, there is no assurance that the StabilisingManager(s) (or persons acting on behalf of any Stabilising Manager(s)) will undertake stabilisation action.Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms ofthe offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must endno later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days afterthe date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment shallbe conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any StabilisingManager(s)) in accordance with all applicable laws and rules.6
  8. 8. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01Documents Incorporated by ReferenceThe documents referred to in paragraphs (a), (b), (c), (d) and (e) below have been filed with the Irish StockExchange and shall be deemed to be incorporated in, and to form part of, this Base Prospectus: (a) the audit report and audited annual financial statements (including a balance sheet, statement of income, statement of changes in stockholder’s equity, statement of cash flows and notes to the financial statements) of FFC for the financial years ended 31st December, 2008 and 2007; (b) the audit report and audited annual financial statements (including a balance sheet, statement of income, statement of changes in stockholder’s equity, statement of cash flows and notes to financial statements) of FFNA for the financial years ended 31st December, 2008 and 2007; (c) the audit report and audited annual financial statements (including a balance sheet, statement of profit and loss, statement of cash flows, and notes to the financial statements) of FFT for the financial years ended 31st December, 2008 and 2007; (d) the audit report and audited annual financial statements (including a consolidated income statement, consolidated balance sheet, consolidated statement of cash flows, statement of changes in shareholders’ equity, consolidated statement of recognised income and expense, and notes to the Consolidated Financial Statements) of the Fiat Group as well as audited annual statutory stand-alone financial statements of Fiat S.p.A., including the audit report thereon for the financial years ended 31st December, 2008 and 2007; and (e) the unaudited interim consolidated financial statements of the Fiat Group, as of and for the three months ended 31st March, 2009.Each Issuer and the Guarantor will provide, without charge, to each person to whom a copy of the BaseProspectus has been delivered, upon the request of such person, a copy of any or all of the documentsdeemed to be incorporated herein by reference unless such documents have been modified or superseded asspecified above. Requests for such documents should be directed to any Issuer or the Guarantor at itsaddress set out at the end of the Base Prospectus. The Base Prospectus is available on the Guarantor’swebsite at www.fiatgroup.com.Each Issuer and the Guarantor will, in connection with the listing of the Notes on the Irish Stock Exchange,so long as any Notes remain outstanding and listed on such exchange, in the event of any significant newfactor, material mistake or inaccuracy relating to information included in this Base Prospectus, prepare asupplement to the Base Prospectus in accordance with Article 16 of the Prospectus Directive or publish anew Base Prospectus as may be required by the rules of the Irish Stock Exchange for use in connection withany subsequent issue of the Notes to be listed on the Irish Stock Exchange.If the terms of the Programme are modified or amended in a manner which would make the Base Prospectus,as so modified or amended, inaccurate or misleading, a new base prospectus will be prepared. 7
  9. 9. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01General Description of the ProgrammeThis general description must be read as an introduction to the Base Prospectus and any decision to investin any Notes should be based on a consideration of the Base Prospectus as a whole, including the documentsincorporated by reference. The following general description does not purport to be complete and is takenfrom, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the termsand conditions of any particular Tranche of Notes, the applicable Final Terms. The relevant Issuer, theGuarantor and any relevant Dealer may agree that Notes shall be issued in a form other than thatcontemplated in the Terms and Conditions, in which event, in the case of listed Notes only and ifappropriate, a Base Prospectus supplement will be published.This General Description constitutes a general description of the Programme for the purposes of Article22.5(3) of Commission Regulation (EC) No. 809/2004 implementing the Prospectus Directive.Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” shall havethe same meanings in this general description.Issuers: Fiat Finance and Trade Ltd. société anonyme Fiat Finance Canada Ltd. Fiat Finance North America, Inc.Guarantor: Fiat S.p.A.Risk Factors: There are certain factors that may affect the ability of each of the Issuers to fulfil its obligations under Notes issued under the Programme. These are set out under “Risk Factors” below. There are also certain factors that may affect the Guarantor’s ability to fulfil its obligations under the Guarantee. These are also set out under “Risk Factors” below. 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” 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: Global Medium Term Note ProgrammeArranger: UBS LimitedDealers: Banca IMI S.p.A. Barclays Bank PLC Bayerische Hypo- und Vereinsbank AG BNP PARIBAS CALYON Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch Goldman Sachs International Mediobanca-Banca di Credito Finanziario S.p.A. Merrill Lynch International Morgan Stanley & Co. International plc Société Générale The Royal Bank of Scotland plc The Toronto-Dominion Bank UBS Limited and any other Dealers appointed in accordance with the Programme Agreement (as defined in “Subscription and Sale and Transfer and Selling Restrictions”).Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will8
  10. 10. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01GENERAL DESCRIPTION OF THE PROGRAMME only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see “Subscription and Sale and Transfer and Selling Restrictions’’) including the following restrictions applicable at the date of the Base Prospectus. Notes issued on terms such that they must be redeemed before their first anniversary will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for 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 and Transfer and Selling Restrictions”).Issuing and PrincipalPaying Agent: Citibank, N.A., London officeRegistrar: Citigroup Global Markets Deutschland AG & Co. KGaAProgramme Size: Up to A15,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuers and the Guarantor 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 relevant Issuer and the relevant Dealer.Redenomination: The applicable Final Terms may provide that certain Notes may be redenominated in euro.Maturities: Such maturities as may be agreed between the relevant Issuer and the relevant Dealer, 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 relevant Issuer or the relevant Specified Currency. Notes issued by FFNA may not have maturities of 183 days or less.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 or registered form as described in “Form of the Notes’’. Registered Notes will not be exchangeable for Bearer Notes and vice versa.Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer.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 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); (ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or 9
  11. 11. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01GENERAL DESCRIPTION OF THE PROGRAMME (iii)on such other basis as may be agreed between the relevant Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the relevant 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 relevant Issuer and the relevant Dealer may agree.Other provisions in Floating Rate Notes and Index Linked Interest Notes may also have arelation to Floating Rate maximum interest rate, a minimum interest rate or both.Notes and Index Linked Interest on Floating Rate Notes and Index Linked Interest Notes in respect ofInterest Notes: each Interest Period, as agreed prior to issue by the relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the relevant Issuer and the relevant Dealer.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 relevant Issuer and the relevant Dealer may agree.Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.Redemption: The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons as described in “Terms and Conditions of the Notes—Redemption for Tax Reasons”, or following an Event of Default) or that such Notes will be redeemable at the option of the relevant 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 other terms as may be agreed between the relevant Issuer and the relevant Dealer. 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 issued on terms such that they must be redeemed before their first anniversary may be subject to restrictions on their denomination and distribution. See “Certain Restrictions” above.Denomination of Notes: Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer 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 and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area will be €50,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Relevant Tax Jurisdiction, subject as provided in Condition 8. In the event that any such deduction is made, the relevant Issuer or the Guarantor will, save in certain limited circumstances10
  12. 12. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01GENERAL DESCRIPTION OF THE PROGRAMME provided in Condition 8, be required to pay additional amounts to cover the amounts so deducted.Change of Control: If a Change of Control occurs, except in certain circumstances, the relevant Issuer will be required to offer to repurchase the Notes at a purchase price equal to 101 per cent. of their aggregate principal amount, plus accrued and unpaid interest, if any, to the date of purchase.Negative Pledge: The terms of the Notes will contain a negative pledge provision as further described in Condition 4.Cross Default: The terms of the Notes will contain a cross default provision as further described in Condition 10.Status of the Notes: The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the relevant Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves, with all other present and future outstanding unsubordinated and unsecured obligations of the relevant Issuer (subject to mandatorily preferred obligations under applicable laws).Guarantee: The payment of principal and interest in respect of the Notes and any relative Receipts and Coupons has been irrevocably and unconditionally guaranteed by the Guarantor pursuant to the Guarantee. The obligations of the Guarantor under the Guarantee constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 4) unsecured obligations of the Guarantor and (subject as aforesaid) rank and will rank pari passu (subject to mandatorily preferred obligations under applicable laws) with all other present and future outstanding unsecured and unsubordinated obligations of the Guarantor.Listing and admission Application has been made to have the Notes admitted to the Official List ofto trading: the Irish Stock Exchange and to be admitted to trading on the Irish Stock Exchange. Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued. The applicable Final Terms will state whether or not the relevant Notes are to be listed or admitted to trading and, if so, on which stock exchange(s).Governing Law: The Notes will be governed by, and construed in accordance with, English law.Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in the United States, Canada, Japan and the European Economic Area (including Italy, the United Kingdom and The Netherlands) 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 and Transfer and Selling Restrictions’’. 11
  13. 13. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01Risk FactorsEach of the Issuers and the Guarantor believes that the following factors may affect its ability to fulfil itsobligations under Notes issued under the Programme. Most of these factors are contingencies which mayor may not occur and none of the Issuers or the Guarantor is in a position to express a view on thelikelihood of any contingency occurring.In addition, factors which are material for the purpose of assessing the market risks associated with Notesissued under the Programme are also described below.Each of the Issuers and the Guarantor believes that the factors described below represent the principal risksinherent in investing in Notes issued under the Programme, but the inability of any Issuer or the Guarantorto pay interest, principal or other amounts on or in connection with any Notes may occur for other reasonswhich may not be considered significant risks by the Issuers and the Guarantor based on informationcurrently available to them or reasons which they may not currently be able to anticipate and none of theIssuers or the Guarantor represents that the statements below regarding the risks of holding any Notes areexhaustive. Prospective investors should also read the detailed information set out elsewhere in the BaseProspectus and reach their own views prior to making any investment decision.Factors that may affect the ability of the Issuers and the Guarantor to fulfil their obligations under the NotesThe Group’s businesses are affected by global economic and other conditions over which it has no controlThe Group’s earnings and financial position are influenced by various macro-economic factors – includingincreases or decreases in gross national product, the level of consumer and business confidence, changes ininterest rates on consumer loans, the cost of raw materials and the rate of unemployment – existing in thevarious countries in which it operates. In 2008 the global economy entered a recession, which has notabated as of the date hereof. As a result of weak economic conditions, particularly since the third quarterof 2008, there has been a significant decline in demand for most of the Group’s products including, inparticular, construction equipment, trucks, commercial vehicles, and, to a lesser extent, automobiles. Thisdecline in demand has had an impact on the Group’s financial results. Additionally, demand in the businesssectors in which the Group operates has historically been highly cyclical, tending to reflect the generalperformance of the economy and, in certain cases, even amplifying the effects of economic conditions.Therefore it should be noted that also due to the difficulties of predicting the magnitude and duration ofvarious economic cycles, the Guarantor is unable to offer any assurances about future trends in the demandfor, or supply of, the products that it sells in any of the markets in which it operates.The significant and widespread deterioration of economies around the world has been marked by asignificant tightening of credit in all major markets, both at the consumer and business levels, creating ashortage of liquidity, which has contributed to weak demand for the Group’s products and which mayultimately impact the industrial development of many businesses, including those of the Group. There canbe no certainty that measures taken by governments and financial authorities will succeed in re-establishingthe conditions necessary to overcome this situation in a reasonable time. Therefore, uncertainty remains asto the period of time necessary to restore normal credit and trading conditions and many countries’economies could remain in recession for a protracted period of time.Should the current weakness and uncertainty continue for a sufficiently long period, the Group’s business,strategy and future prospects could be negatively affected with consequent further negative impacts on bothits earnings and financial position.Even absent economic retraction and credit market disruptions, any event adversely affecting activity in theautomotive industry, such as increases in energy prices, fluctuations in the prices of other key commoditiesor raw materials, or adverse shifts in factors such as weather, interest rates, government policies (includingenvironmental regulation), infrastructure spending or major epidemics could have a material adverse effecton the Group’s business prospects, results of operations and financial condition.12
  14. 14. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe Group operates in highly competitive industriesVirtually all of the Group’s net revenues are generated in the highly competitive worldwide automotiveindustry, which includes automobiles, commercial vehicles, agricultural and construction equipment andautomotive-related components and production systems. The Group faces strong competition in Europeand Latin America from other international automobile and commercial vehicle manufacturers, and inEurope, North America and Latin America from global, regional and local agricultural and constructionequipment manufacturers and suppliers of automotive-related components and production systems. Itcompetes in these markets in terms of product quality and features, innovation and development time,pricing, reliability, safety, fuel economy, customer service and financing terms.Competition, particularly with regard to price, has increased in several of the Group’s operating sectors inrecent years. In addition, partly because of the worldwide reduction in demand for vehicles, overallmanufacturing capacity in the global automobile industry significantly exceeds demand. This overcapacity,combined with already intense competition in the automotive industry and recessionary conditions in majoreconomies, may intensify pricing pressures. The Group’s ability to maintain or improve the quality of itsproducts, maintain or increase market share and maintain profitability have been seriously challenged in thecurrent economic and competitive environment. If the Group fails to adequately adapt to the externalconditions that it currently faces or to any conditions it may in the future face, this could have a materialadverse effect on the Group’s business prospects, results of operations and financial condition.The Group’s future performance depends on its ability to innovate and on market acceptance of new orexisting productsThe Group’s ability to maintain or improve its position in markets in which it currently operates and/or toexpand into new markets through the development of innovative, high-quality products that are adequatelyprofitable is not assured. Failure to develop and offer products that compare favourably to those of itscompetitors, particularly in more profitable segments, in terms of price, quality, efficiency, styling,reliability, safety, functionality or otherwise, or potential delays in bringing to market new models that arestrategic to the Group’s business, may result in lower market share and lower sales volumes and margins,and may have a material adverse effect on the Group’s business prospects, results of operations and financialcondition.The Group faces risks related to the financing of its businessThe Fiat Group’s future performance depends, upon, inter alia, its ability to meet funding requirementsrelated to debt maturities and planned investments with cash flow from operations, liquidity on hand,renewal or refinancing of existing bank loans and/or facilities or recourse to the capital markets. Althoughthe Group has taken steps to protect its working capital and liquidity positions, any further decline in salesvolumes could have a negative impact on the cash-generating capacity of operating activities. Althoughmanagement believes that the Group has the support of banks and the financial markets for the refinancingof its debt, it could have requirements for additional funding in unfavourable market conditions, withlimited availability of certain sources of financing and an increase in related costs. It could also fail to obtainfinancing required for the operation of its business, which could have a material adverse effect on theGroup’s business prospects and financial condition.Downgrades of the Group’s credit ratings would raise its cost of capital and could limit its access tofinancing and negatively affect its businessFollowing ratings downgrades in the first quarter of 2009, the Group is currently rated below investmentgrade with ratings on its long-term debt of Ba1 (with a negative outlook) from Moody’s Investment Service,BB+ (on CreditWatch with negative implications) from Standard & Poor’s Ratings Service, a division of theMcGraw Hill Companies, Inc., and BB+ (with a negative outlook) from Fitch Ratings Ltd. The Group’sability to access capital markets, and the cost of borrowing in those markets, is highly dependent on itscredit ratings. The rating agencies may review their ratings, and any further downgrades would increase theGroup’s cost of capital, could potentially limit its access to sources of financing and could have a materialadverse effect on its business prospects, results of operations and financial condition. 13
  15. 15. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe Group may not achieve the expected benefits of mergers, acquisitions, joint ventures or other similarcorporate transactionsThe Group has engaged in the past and may engage in the future in significant corporate transactions, suchas mergers, acquisitions, joint ventures and restructurings, the success of which is difficult to predict. Inparticular, although Fiat has signed agreements with Chrysler LLC to establish a global strategic alliance,as discussed herein under “The Fiat Group—Operating Performance of the Group—Significant EventsOccurring since the End of the Fiscal Year,” there can be no assurance that it will be able to implement thisalliance or any other such alliance, merger or other transaction (including any possible merger or othertransaction involving any assets of General Motors Corporation in Europe, which might occur in the future)without encountering administrative, technical, political, financial or other difficulties. There can also be noassurance that the Group will succeed in realising any potential synergies, cost savings or other expectedbenefits from this alliance or any other merger or other transaction. Any such failure could have a materialadverse effect on the Group’s business prospects, results of operations and financial condition.The Group is subject to risks relating to international sales and exposure to changing local conditionsA significant portion of the Group’s current operations is conducted and located outside of Italy, and theGroup expects that revenues from sales outside of Italy, and more generally outside of the European Union,will continue to account for a material portion of its total revenues for the foreseeable future. The Groupis subject to risks inherent in operating on a global basis, including risks related to:• exposure to local economic and political conditions;• export and import restrictions;• multiple tax regimes, including regulations relating to transfer pricing and withholding and other taxes on remittances and other payments to or from subsidiaries;• foreign investment restrictions or requirements, foreign exchange controls and restrictions on repatriation of funds; and• local content laws and other regulatory requirements.The degree of risk and the potential magnitude of the effects of unfavourable developments in any one ofthese areas vary from country to country, and, depending on the circumstances, could have a materialadverse effect on the Group’s business prospects, results of operations and financial condition.Developments in emerging market countries may adversely affect the Group’s businessThe Group operates in a number of emerging market countries, both directly, in markets such as Brazil andArgentina, and through joint ventures or other cooperation agreements, including in Turkey, India, Chinaand Russia. The Group’s exposure to these countries has increased in recent years, as the number andimportance of such joint venture and cooperation agreements has increased. Economic and politicaldevelopments in emerging market countries, including economic crises and political instability, have had,and may in the future have, a material adverse effect on the Group’s business prospects, results of operationsand financial condition.The Group is subject to extensive environmental and other governmental regulationThe Group’s products and operations are subject to increasingly stringent environmental laws andregulations in many of the countries in which it operates. Such regulations govern, among other things,vehicle emissions, fuel economy, vehicle safety and the type and level of pollutants generated by industrialproduction facilities – with requirements for emissions, treatment of waste and water and prohibitions onsoil contamination. The Group expends significant resources to comply with such regulations, and expectsto continue to incur substantial compliance and remediation costs in the future.14
  16. 16. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSIn addition, government initiatives that affect consumer demand for the Group’s products, such as changesin tax policy or the grant or repeal of subsidies to provide incentives for the purchase of vehicles, cansubstantially influence the timing and level of its revenue. Such government actions are unpredictable andbeyond the Group’s control, and any adverse changes in government policy could have a material adverseeffect on the Group’s business prospects, results of operations and financial condition.The Group faces risks associated with its relationships with employees and suppliersIn many countries where the Group operates, Group employees are protected by various laws and/orcollective labour agreements which entitle them, through local and national representatives, to the right ofconsultation on specific matters including downsizing or closure of production units and reductions inpersonnel. The laws and/or collective labour agreements applicable to the Group could impair its flexibilityin reshaping and/or strategically repositioning its business activities. The Group’s ability to reduce personnelor implement other permanent or temporary redundancy measures is subject to government approvals andthe agreement of the labour unions. Industrial action by employees could have an adverse impact on theGroup’s business activities.Furthermore, the Group purchases raw materials and components from a large number of suppliers andrelies on other services and products provided by other companies outside the Group. Some of thesecompanies are highly unionised. Close collaboration between a manufacturer and its suppliers is commonin the industries in which the Group operates and although, on one hand, this offers economic benefits interms of cost reduction, it also means that the Group is reliant on those suppliers and is exposed to thepossibility that difficulties they experience (whether they are attributable to internal or external factors)could have negative effects on the Group.The Group is subject to risks associated with exchange rate fluctuations, interest rate changes and othermarket risksThe Group is subject to currency exchange rate risk in the ordinary course of its business to the extent thatits costs are denominated in currencies other than those in which it earns revenues. Its exposure to currencyrisk is mainly connected to the geographic distribution of its manufacturing and sales activities, which resultin cash flows from its export activities being denominated in currencies different from those connected toits production activities. In particular, the Group is mainly exposed to net exports from the euro zone toother currency areas (principally the U.S. dollar and the British pound) and to exports from Poland to theeuro zone.Exchange rate fluctuations also affect the Group’s operating results because it recognises revenues incurrencies other than euros but publishes its financial statements in euros.The Fiat Group uses various forms of financing to cover the borrowing requirements of its industrialactivities and financing offered to customers and dealers. Changes in interest rates can increase or reducethe cost of financing or interest margins of the financial services companies. The Group’s financial servicesbusinesses also involve risks relating to changes in inflation rates, consumer and dealer insolvency rates andthe overall strength of the economies in which these businesses operate.The Group seeks to manage these risks through the use of financial hedging instruments. However, despitethese hedging transactions, sudden exchange rate or interest rate fluctuations could have a material adverseeffect on the Group’s earnings and financial position.The Group’s success is largely dependent on the ability of its current management team to operate andmanage effectivelyThe Group’s success depends in large part on the ability of its executive officers and other members of seniormanagement to operate and manage effectively, both independently and as a group. The loss of the servicesof any executive officer, senior manager or other key employee without adequate replacement or theinability to attract and retain new qualified personnel could have a material adverse effect upon the Group’sbusiness prospects, results of operations and financial condition. 15
  17. 17. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe Guarantor is a holding companyThe Guarantor is organised as a holding company that conducts essentially all of its operations through itssubsidiaries and depends primarily on the earnings and cash flows of, and the distribution of funds from,these subsidiaries to meet its debt obligations, including its guarantee obligations with respect to the Notes.Generally, creditors of a subsidiary, including trade creditors, secured creditors and creditors holdingindebtedness and guarantees issued by the subsidiary, and preferred shareholders, if any, of the subsidiary,will be entitled to the assets of that subsidiary before any of those assets can be distributed to shareholdersupon liquidation or winding up. As a result, the Guarantor’s Guarantee of the Notes will effectively besubordinated to the prior payment of all the debts and other liabilities, including the right of trade creditorsand preferred shareholders, if any, of the Guarantor’s direct and indirect subsidiaries. The Guarantor’ssubsidiaries have other liabilities, including contingent liabilities, which could be substantial.The Guarantor’s Guarantee of the Notes may be limited by applicable laws or subject to certain proceduresthat could limit or prevent the Guarantor from making payments under the GuaranteeThe Guarantee provides the holders of the Notes with a direct claim against the Guarantor. However, theenforcement of the Guarantee against Fiat would be subject to certain defences generally available inconnection with guarantees. These laws and defences include those that relate to fraudulent conveyance ortransfer, bankruptcy claw-back, corporate purpose, conflicts of interest, or similar laws, regulations ordefences affecting the rights of creditors generally.Risks related to Notes generallyThe Notes may not be a suitable investment for all investorsEach potential investor in the Notes must determine the suitability of that investment in light of its owncircumstances. In particular, each potential investor should:(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in the Base Prospectus or any applicable supplement;(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies different from the potential investor’s currency;(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.Some Notes may be complex financial instruments. Sophisticated institutional investors generally do notpurchase complex financial instruments as stand-alone investments. They purchase complex financialinstruments as a way to reduce risk or enhance yield with an understood, measured, appropriate additionof risk to their overall portfolios. A potential investor should not invest in Notes which are complexfinancial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate howthe Notes will perform under changing conditions, the resulting effects on the value of the Notes and theimpact this investment will have on the potential investor’s overall investment portfolio.16
  18. 18. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSThe terms and conditions of the Notes are subject to modification and waiverThe conditions of the Notes contain provisions for calling meetings of Noteholders to consider mattersaffecting their interests generally. These provisions permit defined majorities to bind all Noteholdersincluding Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted ina manner contrary to the majority.Pursuant to the EU Savings Directive, payments on the Notes made or collected through certain memberstates may be subject to withholdingUnder the EC Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”),each member state of the European Union is required to provide to the tax authorities of another memberstate details of payments of interest (or similar income) paid by a person within its jurisdiction to anindividual resident in that other member state or to certain limited types of entities established in that othermember state. However, for a transitional period, Belgium, Luxembourg and Austria are instead required(unless during that period they elect otherwise) to operate a withholding system in relation to suchpayments (the ending of such transitional period being dependent upon the conclusion of certain otheragreements relating to information exchange with certain other non-EU countries). A number of non-EUcountries and territories including Switzerland have adopted similar measures (a withholding system in thecase of Switzerland).On 15th September, 2008 the European Commission issued a report to the Council of the European Unionon the operation of the Directive 2003/48/EC, which included the European Commission’s advice on theneed for changes to the Directive. On 13th November, 2008, the European Commission published a moredetailed proposal for amendments to Directive 2003/48/EC. The European Parliament approved anamended version of this proposal on 24 April 2009. If any of the amendments are made to Directive2003/48/EC, they may change or broaden the scope of the requirements described above.If a payment were to be made or collected through a member state which has opted for a withholdingsystem and an amount of, or in respect of tax were to be withheld from that payment, neither the relevantIssuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respectto any Note as a result of the imposition of such withholding tax. The relevant Issuer is required to maintaina Paying Agent in a member state that will not be obliged to withhold or deduct tax pursuant to the SavingsDirective.Bearer Notes may be traded in amounts that are not integral multiples of their Specified Denomination.In relation to any issue of bearer Notes which have denominations consisting of a minimum SpecifiedDenomination and one or more higher integral multiples of another smaller amount, it is possible that suchNotes may be traded in amounts that are not integral multiples of such minimum Specified Denomination.In such a case, a holder who, as a result of such trading, holds an amount which is less than the minimumSpecified Denomination in his account with the relevant clearing system at the relevant time may not receivea definitive bearer Note in respect of such holding (should definitive bearer Notes be printed) and wouldneed to purchase a principal amount of Notes such that its holding amounts to the minimum SpecifiedDenomination.If definitive Notes are issued, holders should be aware that definitive Notes which have a denominationwhich is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult totrade.Laws may restrict certain investments in the NotesThe investment activities of certain investors are subject to investment laws and regulations, or review orregulation by certain authorities. Each potential investor should consult its legal advisers to determinewhether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral forvarious types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial 17
  19. 19. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSinstitutions should consult their legal advisers or the appropriate regulators to determine the appropriatetreatment of Notes under any applicable risk-based capital or similar rules.Risks related to the structure of a particular issue of NotesA wide range of Notes may be issued under the Programme. A number of these Notes may have featureswhich present particular risks for potential investors. Set out below is a description of the most commonsuch features:Notes subject to optional redemption by the IssuerAn optional redemption feature of Notes is likely to limit their market value. During any period when therelevant Issuer may elect to redeem Notes, the market value of those Notes generally will not risesubstantially above the price at which they can be redeemed. This also may be true prior to any redemptionperiod.The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interestrate on the Notes. At those times, an investor generally would not be able to reinvest the redemptionproceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may onlybe able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in lightof other investments available at that time.Index Linked Notes and Dual Currency NotesAn Issuer may issue Notes with principal or interest determined by reference to an index or formula, tochanges in the prices of securities or commodities, to movements in currency exchange rates or other factors(each, a “Relevant Factor”). In addition, an Issuer may issue Notes with principal or interest payable in oneor more currencies different from the currency in which the Notes are denominated. Potential investorsshould be aware that:(i) the market price of such Notes may be volatile;(ii) they may receive no interest;(iii) payment of principal or interest may occur at a different time or in a different currency than expected;(iv) they may lose all or a substantial portion of their principal;(v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.The historical performance of an index should not be viewed as an indication of the future performance ofsuch index during the term of any Index Linked Notes. Accordingly, each potential investor should consultits own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes andthe suitability of such Notes in light of its particular circumstances.Partly-paid NotesAn Issuer may issue Notes for which the issue price is payable in more than one instalment. Failure to payany instalment could result in an investor losing all of his investment.18
  20. 20. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSVariable rate Notes with a multiplier or other leverage factorNotes with variable interest rates can be volatile investments. If they are structured to include multipliersor other leverage factors, or caps or floors, or any combination of those features or other similar features,their market values may be even more volatile than those for securities that do not include those features.Inverse Floating Rate NotesInverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a referencerate such as LIBOR. The market values of such Notes typically are more volatile than market values of otherconventional floating rate debt securities based on the same reference rate (and with otherwise comparableterms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not onlydecreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, whichfurther adversely affects the market value of these Notes.Fixed/Floating Rate NotesFixed/Floating Rate Notes bear interest at a rate that may convert from a fixed rate to a floating rate, orfrom a floating rate to a fixed rate. When an Issuer has the right to effect such conversion, this will affectthe secondary market and the market value of the Notes since an Issuer may be expected to convert the ratewhen it is likely to produce a lower overall cost of borrowing. If an Issuer converts from a fixed rate to afloating rate in such circumstances, the spread on the Fixed/Floating Rate Notes may be less favourable thanthen prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, thenew floating rate at any time may be lower than the rates on other Notes. If an Issuer converts from afloating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing rates onits Notes.Notes issued at a substantial discount or premiumThe market values of securities issued at a substantial discount or premium from their principal amounttend to fluctuate more in relation to general changes in interest rates than do prices for conventionalinterest-bearing securities. Generally, the longer the remaining term of the securities, the greater the pricevolatility as compared to conventional interest-bearing securities with comparable maturities.Risks related to the market generallySet out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk,interest rate risk and credit risk:The secondary market generallyNotes may have no established trading market when issued, and one may never develop. If a market doesdevelop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at pricesthat will provide them with a yield comparable to similar instruments that have a developed secondarymarket. This is particularly the case for Notes that are especially sensitive to interest rate, currency ormarket risks, are designed for specific investment objectives or strategies or have been structured to meetthe investment requirements of limited categories of investors. These types of Notes generally would havea more limited secondary market and more price volatility than conventional debt securities. Illiquidity mayhave a severely adverse effect on the market value of the Notes.Exchange rate risks and exchange controlsThe relevant Issuer will pay principal and interest on the Notes and the Guarantor will make any paymentsunder the Guarantee in the Specified Currency. This presents certain risks relating to currency conversionsif an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’sCurrency”) other than the Specified Currency. These include the risk that exchange rates may significantlychange (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s 19
  21. 21. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 01 : 4113 Section 01RISK FACTORSCurrency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modifyexchange controls. Appreciation in the value of the Investor’s Currency relative to the Specified Currencywould decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent marketvalue of the Notes.Government and monetary authorities may impose (as some have done in the past) exchange controls thatcould adversely affect an applicable exchange rate. As a result, investors may receive less interest orprincipal than expected, or no interest or principal.Interest rate risksInvestment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates mayadversely affect the value of the Fixed Rate Notes.Credit ratings may not reflect all risksOne or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may notreflect the potential impact of all risks related to structure, market, additional factors discussed above, andother factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell orhold securities and may be revised or withdrawn by the rating agency at any time.20
  22. 22. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 02 : 4113 Section 02Form of the NotesThe Notes of each Series will be in either bearer form (“Bearer Notes”), with or without interest coupons(“Coupons’’) attached, or registered form (“Registered Notes”), without Coupons attached. Bearer Noteswill be issued outside the United States in reliance on Regulation S under the Securities Act (“RegulationS’’) and Registered Notes will be issued both outside the United States in reliance on the exemption fromregistration provided by Regulation S and within the United States in reliance on Rule 144A.BEARER NOTESEach Tranche of Bearer Notes will be initially issued in the form of either a temporary bearer global note(a “Temporary Bearer Global Note’’) or a permanent bearer global note (a “Permanent Bearer GlobalNote’’) as indicated in the applicable Final Terms, which, in either case, will be delivered on or prior to theoriginal issue date of the Tranche to a common depository (the “Common Depository’’) for Euroclear BankS.A./N.V. (“Euroclear’’) and Clearstream Banking, société anonyme (“Clearstream”). Whilst any BearerNote is represented by a Temporary Bearer Global Note, payments of principal, interest (if any) and anyother amount payable in respect of the Note due prior to the Exchange Date (as defined below) will be madeagainst presentation of the Temporary Bearer Global Note only to the extent that a certification (in a formto be provided) to the effect that the beneficial owners of interests in such Bearer Note are not U.S. personsor persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, hasbeen received by Euroclear and/or Clearstream, and Euroclear and/or Clearstream, as applicable, has givena like certification (based on the certifications it has received) to the Principal Paying Agent.On and after the date (the “Exchange Date’’) which is, in respect of each Tranche in respect of which aTemporary Bearer Global Note is issued, 40 days after the Temporary Bearer Global Note is issued, interestsin such Temporary Bearer Global Note will be exchangeable (free of charge) upon a request as describedtherein either for (i) interests in a Permanent Bearer Global Note of the same Series or (ii) definitive BearerNotes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicatedin the applicable Final Terms and (i) in the case of definitive Bearer Notes, subject to such notice period asis specified in the applicable Final Terms), (ii) in the case of Notes issued by FFC, against certification ofnon-Canadian residence and (iii) in each case, against certification of beneficial ownership as describedabove unless such certification has already been given), provided that purchasers in the United States andcertain U.S. persons will not be able to receive definitive Bearer Notes. The holder of a Temporary BearerGlobal Note will not be entitled to collect any payment of interest, principal or other amount due on orafter the Exchange Date unless, upon due certification, exchange of the Temporary Bearer Global Note foran interest in a Permanent Bearer Global Note or for definitive Bearer Notes is improperly withheld orrefused.Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Note issued inexchange for a Temporary Bearer Global Note, or issued pursuant to U.S. Treasury regulation section1.163-5(c)(2)(i)(C) (“TEFRA C”), will be made through Euroclear and/or Clearstream against presentationor surrender (as the case may be) of the Permanent Bearer Global Note without any requirement forcertification.The applicable Final Terms will specify that a Permanent Bearer Global Note will be exchangeable (free ofcharge), in whole but not in part, for definitive Bearer Notes with, where applicable, receipts, interestcoupons and talons attached either (a) upon not less than 60 days’ written notice from Euroclear and/orClearstream (acting on the instructions of any holder of an interest in such Permanent Bearer Global Note)to the Principal Paying Agent as described therein or (b) only upon the occurrence of an Exchange Event(save that this clause (b) shall not apply to Notes issued by FFNA). For these purposes, “Exchange Event’’means that (i) an Event of Default (as defined in Condition 10) has occurred and is continuing, (ii) therelevant Issuer has been notified that both Euroclear and Clearstream have been closed for business for acontinuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announcedan intention permanently to cease business or have in fact done so and no successor clearing system isavailable or (iii) unless otherwise specified in the applicable Final Terms, the relevant Issuer has or willbecome subject to adverse tax consequences which would not be suffered were the Notes represented by the 21
  23. 23. Level: 3 – From: 3 – Tuesday, May 19, 2009 – 17:06 – Mac 4 – 4113 Section 02 : 4113 Section 02FORM OF THE NOTESPermanent Bearer Global Note in definitive form. The relevant Issuer will promptly give notice toNoteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrenceof an Exchange Event, Euroclear and/or Clearstream (acting on the instructions of any holder of an interestin such Permanent Bearer Global Note) may give notice to the Principal Paying Agent requesting exchangeand, in the event of the occurrence of an Exchange Event as described in (iii) above, the relevant Issuer mayalso give notice to the Principal Paying Agent requesting exchange. Any such exchange shall occur not laterthan 45 days after the date of receipt of the first relevant notice by the Principal Paying Agent.The following legend will appear on all Bearer Notes issued by FFNA, as well as on all other Bearer Noteswhich have an original maturity of more than 365 days, and on all receipts and interest coupons relatingto all such Notes:“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THELIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUECODE.’’The sections referred to provide that United States holders, with certain exceptions, will not be entitled todeduct any loss on Bearer Notes, Receipts or Coupons and will not be entitled to capital gains treatment ofany gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts orinterest coupons.Notes which are represented by a Bearer Global Note will only be transferable in accordance with the rulesand procedures for the time being of Euroclear or Clearstream, as the case may be.REGISTERED NOTESThe Registered Notes of each Tranche offered and sold in reliance on Regulation S, which will be sold tonon-U.S. persons outside the United States, will initially be represented by a global note in registered form,without Receipts or Coupons (a “Regulation S Global Note’’), which will be deposited with the CommonDepository and registered in the name of a nominee of the Common Depository. Prior to expiry of thedistribution compliance period (as defined in Regulation S) applicable to each such Tranche of Notes,beneficial interests in a Regulation S Global Note of such Tranche may not be offered or sold to, or for theaccount or benefit of, a U.S. person save as otherwise provided in Condition 2 and may not be heldotherwise than through Euroclear or Clearstream and such Regulation S Global Note will bear a legendregarding such restrictions on transfer.The Registered Notes of each Tranche may only be initially offered and sold in the United States or to U.S.persons in private transactions to “qualified institutional buyers’’ within the meaning of Rule 144A underthe Securities Act (“QIBs’’). The Registered Notes of each Tranche sold to QIBs will be represented by aglobal note in registered form, without Receipts or Coupons, (a “Rule 144A Global Note’’ and, togetherwith a Regulation S Global Note, the “Registered Global Notes’’) which will be deposited with a custodianfor, and registered in the name of a nominee of, the Depository Trust Company (“DTC”).Persons holding beneficial interests in Registered Global Notes will be entitled or required, as the case maybe, under the circumstances described below, to receive physical delivery of definitive Notes in fullyregistered form.Each Rule 144A Global Note will be subject to certain restrictions on transfer set forth therein and will beara legend regarding such restrictions.Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in theabsence of any provision to the contrary, be made to the person shown on the Register (as defined inCondition 6(d)) as the registered holder of the Registered Global Notes. None of the Issuers, the Guarantor,any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the recordsrelating to or payments or deliveries made on account of beneficial ownership interests in the RegisteredGlobal Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownershipinterests.22

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