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«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»

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None of the Security Trustee, the Dealers, the Arranger, the Manager or the Paying Agents has separately verified the information contained herein or any other information provided by the Issuers in connection with the Programme, the Notes or their distribution. Accordingly, no representation or warranty is made or implied by the Dealers or any of their respective affiliates, and none of the aforementioned parties makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuers in connection with the Programme or the Notes or their distribution. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse i change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuers since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

None of the Security Trustee, the Dealers, the Arranger, the Manager or the Paying Agents has undertaken, and none of them will be under any obligation to, or be in any position to undertake to, monitor or keep under review the financial condition, creditworthiness, business, assets, activities or affairs of the Issuers or the Manager or the performance by the Manager of its obligations under the Management Agreement (as defined below) during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Security Trustee, the Dealers, the Arranger or the Manager, respectively. Investors should review, inter alia, the most recent consolidated published financial statements of the Issuers when deciding whether or not to purchase any Notes.

The investments described in this document do not constitute a collective investment fund for the purpose of the Collective Investment Funds (Jersey) Law 1988, as amended, on the basis that they are investment products designed for financially sophisticated investors with specialist knowledge of, and experience of investing in, such investments, who are capable of fully evaluating the risks involved in making such investments and who have an asset base sufficiently substantial as to enable them to sustain any loss that they might suffer as a result of making such investments. The investments are not regarded by the Jersey Financial Services Commission as suitable investments for any other type of investor.

Any individual intending to invest in any investment described in this document should consult his or her professional adviser and ensure that he or she fully understands all the risks associated with making such an investment and has sufficient financial resources to sustain any loss that may arise from it.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined herein) of Notes will be set out in the final terms (the "Final Terms") which, with respect to Notes to be listed on the Irish Stock Exchange, will be delivered to the Financial Regulator.

Particulars of the dates of, parties to and general nature of each document to which the Issuer is a party are set out in various sections of this Base Prospectus.

–  –  –

FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION

STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER

421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE "RSA") WITH THE STATE OF

NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR

A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING

BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED

UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH

FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A

SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED

IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR

GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL

TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER,

OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS

PARAGRAPH.

ii The distribution of this Base Prospectus, any Supplemental Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale".





None of the Dealers, the Arranger, the Security Trustee, the Manager or the Issuers represent that this Base Prospectus and any Final Terms may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.

No Notes may be offered or sold, directly or indirectly and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

This Base Prospectus is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather the communication of this Base Prospectus as a financial promotion is

only being made to (or if to an unrestricted audience of recipients, directed only at):

–  –  –

By way of explanation, the following persons fall within Articles 19 and 49 of the Financial

Promotion Order:

(a) persons having professional experience in matters relating to investments;

–  –  –

(c) any other body corporate, unincorporated association or partnership which has a called up capital or net assets of not less than £5 million;

–  –  –

Any investment or investment activity to which this Base Prospectus relates is only available to such persons or will be engaged in only with such persons and this financial promotion must not be relied or acted upon by persons who do not fall within those Articles referenced above. Expressions of interest resulting from this Base Prospectus will only be responded to if received from persons falling within those Articles referenced above. The communication of this Base Prospectus to any person in iii the United Kingdom falling outside the Articles referenced above is unauthorised and may contravene the Financial Services and Markets Act 2000.

Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers.

The maximum aggregate principal amount of Senior Term Notes outstanding at any time under the Programme, when aggregated with the aggregate face amount of all notes from time to time outstanding under the Commercial Paper Programme will not exceed U.S.$20,000,000,000 or its equivalent in other currencies (the "Senior Note Programme Limit"); the maximum principal amount of Senior Subordinated Notes outstanding at any one time under the Programme will not exceed U.S.$2,000,000,000 or its equivalent in other currencies (the "Senior Subordinated Note Programme Limit") and the maximum principal amount of Capital Notes outstanding at any one time under the Programme will not exceed U.S.$2,000,000,000 or its equivalent in other currencies (the "Capital Note Programme Limit"; and together with the Senior Note Programme Limit and the Senior Subordinated Note Programme Limit, the "Programme Limit"). Such maximum aggregate principal amount may be increased from time to time, subject to compliance with the relevant provisions of the applicable Dealer Agreement.

THE NOTES ARE ONLY SUITABLE FOR FINANCIALLY SOPHISTICATED INVESTORS

WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH INVESTMENT

AND WHO HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS WHICH MIGHT RESULT

FROM SUCH INVESTMENT. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF

THIS BASE PROSPECTUS, YOU SHOULD CONSULT A STOCKBROKER, BANK MANAGER,

SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER.

In this Base Prospectus, unless otherwise specified, references to "U.S.$", "U.S. dollars" or "dollars" are to United States dollars, references to "EUR" or "euro" are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, and references to "£" or "Sterling" are to the currency of the United Kingdom.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be listed and admitted to trading on the Irish Stock Exchange, the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action commenced will be carried out in accordance with applicable laws and regulations.

INFORMATION AS TO PLACEMENT WITHIN THE UNITED STATES

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE ISSUER AND, IF APPLICABLE, THE CO-ISSUER, AND THE TERMS

OF THE NOTES AND THE OFFERING THEREOF DESCRIBED HEREIN, INCLUDING THE

iv

MERITS AND RISKS INVOLVED. PROSPECTIVE INVESTORS ARE HEREBY OFFERED THE

OPPORTUNITY, PRIOR TO PURCHASING ANY NOTES, TO ASK QUESTIONS RECEIVE

ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF THE

NOTES AND TO OBTAIN FROM THE ISSUER AND, IF APPLICABLE, THE CO-ISSUER,

ADDITIONAL INFORMATION TO THE EXTENT THAT THE ISSUER OR, IF APPLICABLE,

THE CO-ISSUER, POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT

UNREASONABLE EFFORT OR EXPENSE.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER

REGULATORY AUTHORITY IN THE UNITED STATES NOR HAS THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER

REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR THE ADEQUACY OF

THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENCE IN THE UNITED STATES.

NEITHER THE NOTES NOR ANY BENEFICIAL INTEREST THEREIN HAS BEEN OR IS

EXPECTED TO BE REGISTERED UNDER AND WAS ORIGINALLY ISSUED OR MADE IN A

TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES

LAWS OF ANY STATE OF THE UNITED STATES OR THE SECURITIES LAWS OF ANY

OTHER JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE

OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF,

U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT

("REGULATION S")). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT

SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE



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