EX-4.3






Exhibit 4.3




EXECUTION VERSION




SEVENTH SUPPLEMENTAL TRUST DEED




24 JUNE 2008




CADBURY SCHWEPPES FINANCE p.l.c.

as an Issuer and as Guarantor




- and -




CADBURY SCHWEPPES INVESTMENTS plc

as an Issuer and as Guarantor




- and -




CADBURY HOLDINGS LIMITED

(formerly Cadbury Schweppes Public Limited Company)

as Guarantor




- and -




THE LAW DEBENTURE TRUST CORPORATION p.l.c.

as Trustee




further modifying and restating the provisions of the

Trust Deed dated 26th May, 1999

relating to the




£5,000,000,000

Euro Medium Term Note Programme









Allen & Overy LLP




15437-06700 ICM:6530477.3




 









 





2

THIS SEVENTH SUPPLEMENTAL TRUST DEED is made on 24 June 2008 BETWEEN:





	(1)	 	CADBURY SCHWEPPES FINANCE p.l.c., a company incorporated under the laws of England and Wales,
whose registered office is at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH,
England (“CSF”);
	 
	(2)	 	CADBURY SCHWEPPES INVESTMENTS plc, a company incorporated under the laws of England and
Wales, whose registered office is at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8
1DH, England (“CSI” and, together with CSF in its capacity as an issuer, the “Issuers” and
each an “Issuer”);
	 
	(3)	 	CADBURY HOLDINGS LIMITED (formerly Cadbury Schweppes Public Limited Company (“Cadbury
Schweppes”)) a company incorporated under the laws of England and Wales, whose registered
office is at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH, England (“Cadbury
Holdings”); and
	 
	(4)	 	THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited liability in
England and Wales, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
7EX, England (the “Trustee”, which expression shall, wherever the context so admits, include
such company and all other persons or companies for the time being the trustee or trustees of
these presents) as trustee for the Noteholders, the Receiptholders and the Couponholders (each
as defined in the Principal Trust Deed (as defined below)).





WHEREAS:





	(1)	 	This Seventh Supplemental Trust Deed is supplemental to:






	 	(A)	 	the Trust Deed dated 26th May, 1999 (the “Principal Trust Deed”) made between
Cadbury Schweppes, CSF and the Trustee and relating to the £1,500,000,000 (now
£5,000,000,000) Euro Medium Term Note Programme established by Cadbury Schweppes and
CSF (the “Programme”);
	 
	 	(B)	 	the First Supplemental Trust Deed dated 9th June, 2000 (the “First Supplemental
Trust Deed”) made between Cadbury Schweppes, CSF and the Trustee and modifying the
provisions of the Principal Trust Deed;
	 
	 	(C)	 	the Second Supplemental Trust Deed dated 8th June, 2001 (the “Second
Supplemental Trust Deed”) made between Cadbury Schweppes, CSF and the Trustee and
further modifying the provisions of the Principal Trust Deed;
	 
	 	(D)	 	the Third Supplemental Trust Deed dated 26th April, 2002 (the “Third
Supplemental Trust Deed”) made between Cadbury Schweppes, CSF and the Trustee and
further modifying the provisions of the Principal Trust Deed;
	 
	 	(E)	 	the Fourth Supplemental Trust Deed dated 27th May, 2004 (the “Fourth
Supplemental Trust Deed”) made between Cadbury Schweppes, CSF, CSI, and the Trustee and
further modifying the provisions of the Principal Trust Deed;
	 
	 	(F)	 	the Fifth Supplemental Trust Deed dated 9th September, 2005 (the “Fifth
Supplemental Trust Deed”) made between Cadbury Schweppes, CSF, CSI and the Trustee and
further modifying and restating the provisions of the Principal Trust Deed; and













 





3

	 	(G)	 	the Sixth Supplemental Trust Deed dated 8th September, 2006 (together with the
Principal Trust Deed, the First Supplemental Trust Deed, the Second Supplemental Trust
Deed, the Third Supplemental Trust Deed, Fourth Supplemental Trust Deed and the Fifth
Supplemental Trust Deed, the “Subsisting Trust Deeds”) made between Cadbury Schweppes,
CSF, CSI and the Trustee and further modifying and restating the provisions of the
Principal Trust Deed.






	(2)	 	On 24 June 2008 the Issuers published a Prospectus, superseding the Prospectus dated 25th
October, 2007, relating to the Programme (the “Prospectus”).
	 
	(3)	 	On 7 May 2008 Cadbury Schweppes Public Limited Company was renamed as Cadbury Holdings
Limited and was re-registered as a private company. With effect from the date hereof Cadbury
Holdings has ceased to be an issuer under the Programme.
	 
	(4)	 	Clause 19(B) of the Principal Trust Deed provides that the Trustee may without the consent or
sanction of the Noteholders, the Receiptholders or Couponholders at any time and from time to
time concur with the relevant Obligors in making any modification (inter alia) to these
presents (other than as therein provided) which in the opinion of the Trustee it may be proper
to make provided that the Trustee is of the opinion that such modification will not be
materially prejudicial to the interests of the Noteholders.
	 
	(5)	 	CSF and CSI have requested the Trustee to concur in making the modifications to the Principal
Trust Deed (as previously modified) hereinafter contained in order to reflect the relevant
modifications to the Prospectus.
	 
	(6)	 	The Trustee, being of the opinion that it is proper to make the modifications referred to in
Recital (4) above and contained in Clause 2 hereof and that such modifications are not
materially prejudicial to the interests of the Noteholders, has agreed to concur with CSF and
CSI in making such modifications and has agreed that notice of such modifications need not be
given to the Noteholders.





NOW THIS SEVENTH SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	 	 	Subject as otherwise provided in this Seventh Supplemental Trust Deed and unless there is
anything in the subject matter or context inconsistent therewith, all words and expressions
defined in the Principal Trust Deed (as previously modified) shall have the same meanings in
this Seventh Supplemental Trust Deed.
	 
	2.	 	MODIFICATIONS
	 
	 	 	Save:






	 	(i)	 	in relation to all Series of Notes issued during the period up to and including
the day last preceding the date of this Seventh Supplemental Trust Deed and any Notes
issued after the date hereof and forming a single Series with Notes issued prior to the
date hereof; and
	 
	 	(ii)	 	for the purpose (where necessary) of construing the provisions of this Seventh
Supplemental Trust Deed;













 





4

	 	with effect on and from the date of this Seventh Supplemental Trust Deed:
	 
	 	(a)	 	the Principal Trust Deed (as previously modified) is further modified in such
manner as would result in the Principal Trust Deed as so modified being in the form set
out in the Schedule hereto; and
	 
	 	(b)	 	the provisions of the Principal Trust Deed (as previously modified) insofar as
the same shall still have effect shall cease to have effect and in lieu thereof the
provisions of the Principal Trust Deed as so modified (and being in the form set out in
Schedule hereto) shall have effect.






	3.	 	GENERAL
	 
	(A)	 	The Subsisting Trust Deeds shall henceforth be read and construed in conjunction with this
Seventh Supplemental Trust Deed as one document.
	 
	(B)	 	A Memorandum of this Seventh Supplemental Trust Deed shall be endorsed by the Trustee on the
Principal Trust Deed and by Cadbury Holdings, CSF and CSI on their respective duplicates
thereof.




IN WITNESS whereof this Seventh Supplemental Trust Deed has been executed as a deed by Cadbury
Holdings, CSF, CSI and the Trustee and delivered on the date first stated above.













 








SCHEDULE




DATED 26TH MAY, 1999




MODIFIED AND RESTATED ON 24 JUNE 2008




CADBURY SCHWEPPES FINANCE p.l.c.

as an Issuer and as Guarantor




- and -




CADBURY SCHWEPPES INVESTMENTS plc

as an Issuer and as Guarantor




- and —




CADBURY HOLDINGS LIMITED

(formerly Cadbury Schweppes Public Limited Company)

as Guarantor




-and-




THE LAW DEBENTURE TRUST CORPORATION p.l.c.




 

TRUST DEED




relating to a

£5,000,000,000

Euro Medium Term Note Programme 











ALLEN & OVERY LLP




LONDON




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	CLAUSE	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	DEFINITIONS
	 	 	2	 
	2.

	 	AMOUNT AND ISSUE OF THE NOTES
	 	 	12	 
	3.

	 	FORMS OF THE NOTES
	 	 	15	 
	4.

	 	FEES, DUTIES AND TAXES
	 	 	17	 
	5.

	 	COVENANT OF COMPLICANCE
	 	 	17	 
	6.

	 	CANCELLATION OF NOTES AND RECORDS
	 	 	17	 
	7.

	 	GUARANTEE
	 	 	18	 
	8.

	 	ENFORCEMENT AND NON-PAYMENT
	 	 	21	 
	9.

	 	PROCEEDINGS, ACTION AND INDEMNIFICATION
	 	 	21	 
	10.

	 	APPLICATION OF MONEYS
	 	 	21	 
	11.

	 	NOTICE OF PAYMENTS
	 	 	22	 
	12.

	 	INVESTMENT BY TRUSTEE
	 	 	22	 
	13.

	 	PARTIAL PAYMENTS
	 	 	22	 
	14.

	 	COVENANTS
	 	 	22	 
	15.

	 	REMUNERATION AND INDEMNIFICATION OF TRUSTEE
	 	 	25	 
	16.

	 	SUPPLEMENT TO TRUSTEE ACTS
	 	 	27	 
	17.

	 	TRUSTEE’S LIABILITY
	 	 	30	 
	18.

	 	TRUSTEE CONTRACTING WITH CADBURY HOLDINGS AND CSF
	 	 	31	 
	19.

	 	WAIVER, AUTHORISATION AND DETERMINATION
	 	 	31	 
	20.

	 	HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER
	 	 	32	 
	21.

	 	CURRENCY INDEMNITY
	 	 	32	 
	22.

	 	NEW TRUSTEE
	 	 	33	 
	23.

	 	TRUSTEE’S RETIREMENT AND REMOVAL
	 	 	34	 
	24.

	 	TRUSTEE’S POWERS TO BE ADDITIONAL
	 	 	34	 
	25.

	 	SUBSTITUTION
	 	 	34	 
	26.

	 	NOTICES
	 	 	36	 
	27.

	 	GOVERNING LAW
	 	 	37	 
	28.

	 	COUNTERPARTS
	 	 	38	 
	29.

	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 	 	38	 
	 

	 	AGENT
	 	 	58	 
	 

	 	FORM OF COUPON
	 	 	84	 
	 
	 	 	 	 	 	 
	SCHEDULES	 	 	 	 
	 
	 	 	 	 	 	 
	1.

	 	TERMS AND CONDITIONS OF THE NOTES
	 	 	40	 
	2.

	 	FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS
	 	 	42	 
	 

	 	FORM OF TEMPORARY GLOBAL NOTE
	 	 	42	 
	 

	 	FORM OF PERMANENT GLOBAL NOTE
	 	 	53	 
	 

	 	FORM OF DEFINITIVE NOTE
	 	 	64	 
	 

	 	FORM OF RECEIPT
	 	 	68	 
	 

	 	FORM OF COUPON
	 	 	69	 
	 

	 	FORM OF TALON
	 	 	70	 
	3.

	 	PROVISIONS FOR MEETINGS OF NOTEHOLDERS
	 	 	73	 







 











 





THIS TRUST DEED is made on 26th May, 1999 BETWEEN:





	(1)	 	CADBURY SCHWEPPES FINANCE p.l.c., a company incorporated under the laws of England and Wales,
whose registered office is at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH ,
England (“CSF”);
	 
	(2)	 	CADBURY SCHWEPPES INVESTMENTS plc, a company incorporated under the laws of England and
Wales, whose registered office is at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8
1DH, England (“CSI” and, together with CSF in its capacity as an issuer, the “Issuers” and
each an “Issuer”);
	 
	(3)	 	CADBURY HOLDINGS LIMITED (formerly Cadbury Schweppes Public Limited Company), a company
incorporated under the laws of England and Wales, whose registered office is at Cadbury House,
Sanderson Road, Uxbridge, Middlesex UB8 1DH, England (“Cadbury Holdings”); and
	 
	(4)	 	THE LAW DEBENTURE TRUST CORPORATION p.l.c., a company incorporated with limited liability in
England and Wales, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
7EX, England (the “Trustee”, which expression shall, wherever the context so admits, include
such company and all other persons or companies for the time being the trustee or trustees of
these presents) as trustee for the Noteholders, the Receiptholders and the Couponholders (each
as defined below).





WHEREAS:





	(1)	 	By a resolution of the Board of Directors of Cadbury Schweppes Public Limited Company
(Cadbury Schweppes) passed on 7th May, 1999, and by a resolution of the Board of Directors of
CSF passed on 18th May, 1999, each of them resolved to establish a single Euro Medium Term
Note Programme pursuant to which each of them may from time to time issue Notes as set out
therein and herein. Notes up to a maximum nominal amount (calculated in accordance with Clause
3(5) of the Programme Agreement (as defined below)) from time to time outstanding of
£5,000,000,000 (subject to increase as provided in the Programme Agreement) (the “Programme
Limit”) may be issued pursuant to the said Programme. By a resolution of the Board of
Directors of CSI passed on 25th May 2004, CSI agreed to become an issuer under the Programme.
By resolutions of the Board of Directors of Cadbury Schweppes passed on 19th April, 2002, 20th
May, 2004, 31st August, 2005 and 31st August, 2006, by resolutions of the Board of Directors
of CSF passed on 19th April, 2002, 25th May, 2004, 31st August, 2005, 31st August, 2006 and 19
June 2008 and by resolutions of the Board of Directors of CSI passed on 31st August, 2005,
31st August, 2006 and 19 June 2008, each of them has resolved to update the Programme.
	 
	(2)	 	By a resolution of the Board of Directors of Cadbury Schweppes passed on 7th May, 1999
Cadbury Schweppes has resolved to guarantee all Notes issued under the said Programme by CSF
or CSI and to enter into certain covenants as set out in this Trust Deed. On 7 May 2008
Cadbury Schweppes was renamed as Cadbury Holdings Limited and was re-registered as a private
company.
	 
	(3)	 	By a resolution of the Board of Directors of CSF passed on 31st August, 2006 CSF has resolved
to guarantee all Notes issued under the said Programme by CSI and to enter into certain
covenants as set out in this Trust Deed.
	 
	(4)	 	By a resolution of the Board of Directors of CSI passed on 31st August, 2006 CSI has resolved
to guarantee all Notes issued under the said Programme by CSF and to enter into certain
covenants as set out in this Trust Deed.














 





2

	(5)	 	The Trustee has agreed to act as trustee of these presents for the benefit of the
Noteholders, the Receiptholders and the Couponholders upon and subject to the terms and
conditions of these presents.





NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:




1. DEFINITIONS





	(A)	 	IN these presents unless there is anything in the subject or context inconsistent therewith
the following expressions shall have the following meanings:
	 
	 	 	“Agent” means, in relation to all or any Series of the Notes, The Bank of New York at its
office at 40th Floor, One Canada Square, London E14 5AL, England, or, if applicable, any
Successor agent in relation thereto;
	 
	 	 	“Agency Agreement” means the agreement dated 26th May, 1999, as amended and/or supplemented
and/or restated from time to time, pursuant to which Cadbury Schweppes (now Cadbury
Holdings), CSF and CSI have appointed the Agent and the other Paying Agents in relation to
all or any Series of the Notes and any other agreement for the time being in force
appointing further or other Paying Agents or another Agent in relation to all or any Series
of the Notes, or in connection with their duties, the terms of which have previously been
approved in writing by the Trustee, together with any agreement for the time being in force
amending or modifying with the prior written approval of the Trustee any of the aforesaid
agreements;
	 
	 	 	“Appointee” means any attorney, manager, agent, delegate, nominee, custodian or other person
appointed by the Trustee under these presents;
	 
	 	 	“Auditors” means the auditors for the time being of the relevant Issuer or, as the case may
be, Cadbury Holdings or, in the event of their being unable or unwilling promptly to carry
out any action requested of them pursuant to the provisions of these presents, such other
firm of accountants or such other financial advisers as may be nominated or approved by the
Trustee for the purposes of these presents after consultation with the relevant Issuer or,
as the case may be, Cadbury Holdings;
	 
	 	 	“Calculation Agency Agreement” means in relation to all or any Series of the Notes an
agreement in or substantially in the form of Schedule I to the Agency Agreement;
	 
	 	 	“Calculation Agent” means, in relation to all or any Series of the Notes, the person
appointed as such from time to time pursuant to the provisions of the Calculation Agency
Agreement or any Successor calculation agent in relation thereto;
	 
	 	 	CGN means a Temporary Global Note or a Permanent Global Note and in either case in respect
of which the applicable Final Terms indicate is not a New Global Note;
	 
	 	 	“Clearstream, Luxembourg” means Clearstream Banking, société anonyme;
	 
	 	 	“Conditions” means, in relation to the Notes of any Series, the terms and conditions
endorsed on or incorporated by reference into the Note or Notes constituting such Series,
such terms and conditions being in or substantially in the form set out in the First
Schedule or in such other form, having regard to the terms of issue of the Notes of the
relevant Series, as may be agreed between the relevant Issuer, the Agent, the Trustee and
the relevant Dealer(s) as modified and supplemented by the Final Terms applicable to the
Notes of the relevant Series,













 




3


	 	 	in each case as from time to time modified in accordance with
the provisions of these presents;
	 
	 	 	“Coupon” means an interest coupon appertaining to a Definitive Note (other than a Zero
Coupon Note), such coupon being:






	 	(i)	 	if appertaining to a Fixed Rate Note, in the form or substantially in the form
set out in Part V A of the Second Schedule or in such other form, having regard to the
terms of issue of the Notes of the relevant Series, as may be agreed between the
relevant Issuer, the Agent, the Trustee and the relevant Dealer(s); or
	 
	 	(ii)	 	if appertaining to a Floating Rate Note or an Index Linked Interest Note, in
the form or substantially in the form set out in Part V B of the Second Schedule or in
such other form, having regard to the terms of issue of the Notes of the relevant
Series, as may be agreed between the relevant Issuer, the Agent, the Trustee and the
relevant Dealer(s); or
	 
	 	(iii)	 	if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a
Floating Rate Note nor an Index Linked Interest Note, in such form as may be agreed
between the relevant Issuer, the Agent, the Trustee and the relevant Dealer(s),






	 	 	and includes, where applicable, the Talon(s) appertaining thereto and any replacements for
Coupons and Talons issued pursuant to Condition 11;
	 
	 	 	“Couponholders” means the several persons who are for the time being holders of the Coupons
and includes, where applicable, the holders of the Talons;
	 
	 	 	“Dealers” means ABN AMRO Bank N.V., Banc of America Securities Limited, Banco Bilbao Vizcaya
Argentaria, S.A., BNP PARIBAS, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
Deutsche Bank AG, London Branch, Dresdner Bank AG London Branch, HSBC Bank plc, J.P. Morgan
Securities Ltd., National Australia Bank Limited and The Royal Bank of Scotland plc and any
other entity which the relevant Issuer may appoint as a Dealer and notice of whose
appointment has been given to the Agent and the Trustee in accordance with the provisions of
the Programme Agreement but excluding any entity whose appointment has been terminated in
accordance with the provisions of the Programme Agreement and notice of which termination
has been given to the Agent and the Trustee by the relevant Issuer in accordance with the
provisions of the Programme Agreement and references to a “relevant Dealer” or “relevant
Dealer(s)” mean, in relation to any Tranche or Series of Notes, the Dealer or Dealers with
whom the relevant Issuer has agreed the issue of the Notes of such Tranche or Series and
“Dealer” means any one of them;
	 
	 	 	“Definitive Note” means a Note in definitive form issued or, as the case may require, to be
issued by the relevant Issuer in accordance with the provisions of the Programme Agreement
or any other agreement between the relevant Issuer and the relevant Dealer(s), the Agency
Agreement and these presents in exchange for either a Temporary Global Note or part thereof
or a Permanent Global Note (all as indicated in the applicable Final Terms), such Note in
definitive form being in the form or substantially in the form set out in Part III of the
Second Schedule with such modifications (if any) as may be agreed between the relevant
Issuer, the Agent, the Trustee and the relevant Dealer(s) and having the Conditions endorsed
thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by
reference (where applicable to this Trust Deed) as indicated in the applicable Final Terms
and having the relevant information supplementing, replacing or modifying the Conditions
appearing in the applicable Final Terms endorsed thereon or attached thereto and (except in
the case of a













 




4


	 	 	Zero Coupon Note in bearer form) having Coupons and, where appropriate, Receipts and/or
Talons attached thereto on issue;
	 
	 	 	“Dual Currency Note” means a Note in respect of which payments of principal and/or interest
are made or to be made in such different currencies, and at rates of exchange calculated
upon such basis or bases, as the relevant Issuer and the relevant Dealer(s) may agree (as
indicated in the applicable Final Terms);
	 
	 	 	“Early Redemption Amount” has the meaning ascribed thereto in Condition 7(e);
	 
	 	 	“Euroclear” means Euroclear Bank S.A./N.V.;
	 
	 	 	Eurosystem-eligible NGN means a NGN which is intended to be held in a manner which would
allow Eurosystem-eligibility, as stated in the applicable Final Terms;
	 
	 	 	“Event of Default” means any of the conditions, events or acts provided in Condition 10 to
be Events of Default (being events upon the happening of which the Notes of any Series
would, subject only to notice by the Trustee as therein provided, become immediately due and
repayable);
	 
	 	 	“Extraordinary Resolution” has the meaning ascribed thereto in paragraph 20 of the Third
Schedule;
	 
	 	 	“Final Terms” has the meaning set out in the Programme Agreement;
	 
	 	 	“Fixed Rate Note” means a Note on which interest is calculated at a fixed rate payable in
arrear on a fixed date or fixed dates in each year and on redemption or on such other dates
as may be agreed between the relevant Issuer and the relevant Dealer(s) (as indicated in the
applicable Final Terms);
	 
	 	 	“Floating Rate Note” means a Note on which interest is calculated at a floating rate payable
one-, two-, three-, six- or twelve-monthly or in respect of such other period or on such
date(s) as may be agreed between the relevant Issuer and the relevant Dealer(s) (as
indicated in the applicable Final Terms);
	 
	 	 	“Global Note” means a Temporary Global Note and/or a Permanent Global Note, as the context
may require;
	 
	 	 	“Holding Company” means any company which is for the time being a holding company (within
the meaning of Section 736 of the Companies Act 1985 of Great Britain until Section 1159 of
the Companies Act 2006 comes into force for any purpose, when it will for all purposes in
connection with these presents have the meaning given to it in Section 1159 of the Companies
Act 2006);
	 
	 	 	“Index Linked Interest Note” means a Note in respect of which the amount payable in respect
of interest is 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(s) may agree (as indicated in the applicable Final Terms);
	 
	 	 	“Index Linked Note” means an Index Linked Interest Note and/or an Index Linked Redemption
Amount Note, as applicable;
	 
	 	 	“Index Linked Redemption Amount Note” means a Note in respect of which the amount payable in
respect of principal is calculated by reference to such index and/or formula or to













 




5


	 	 	changes in the prices of securities or commodities or to such other factors as the relevant Issuer
and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms);
	 
	 	 	“Interest Commencement Date” means, in the case of interest-bearing Notes, the date
specified in the applicable Final Terms from (and including) which such Notes bear interest,
which may or may not be the Issue Date;
	 
	 	 	“Interest Payment Date” means, in relation to any Floating Rate Note or Indexed Interest
Note, either:






	 	(i)	 	the date which falls the number of months or other period specified as the
“Specified Period” in the applicable Final Terms after the preceding Interest Payment
Date or the Interest Commencement Date (in the case of the first Interest Payment
Date); or
	 
	 	(ii)	 	such date or dates as are indicated in the applicable Final Terms;






	 	 	“Issue Date” means, in respect of any Note, the date of issue and purchase of such Note
pursuant to and in accordance with the Programme Agreement or any other agreement between
the relevant Issuer and the relevant Dealer(s), being in the case of any Definitive Note
represented initially by a Temporary Global Note or a Permanent Global Note, the same date
as the date of issue of the Temporary Global Note or the Permanent Global Note which
initially represented such Note;
	 
	 	 	“Issue Price” means the price, generally expressed as a percentage of the nominal amount of
the Notes, at which the Notes will be issued;
	 
	 	 	“Liability” means any loss, damage, cost, charge, claim, demand, expense, judgment, action,
proceeding or other liability whatsoever (including, without limitation, in respect of
taxes, duties, levies, imposts and other charges) and including any amount in respect of
value added tax or similar tax charged or chargeable in respect thereof and legal fees and
expenses on a full indemnity basis;
	 
	 	 	“loan”, “debt” and “indebtedness”, as at a particular date, shall be construed as a
reference to any obligation (other than a contingent obligation) for or in respect of moneys
borrowed or raised by whatever means (including by means of acceptances, the issue of loan
stock, notes or debentures, and finance leases) or for the deferred purchase price of
moveable or immovable assets but excluding any obligation in respect of such deferred
purchase price which:






	 	(i)	 	has a maximum remaining maturity, as at such date, of one year (although its
maturity may have originally exceeded one year); or
	 
	 	(ii)	 	does not fall within paragraph (i) or (iii) of this definition, but which, when
aggregated with all other obligations falling within this paragraph (ii), does not
exceed £20,000,000 (or its equivalent in any other currency or currencies); or
	 
	 	(iii)	 	is in respect of normal trade debts; or
	 
	 	(iv)	 	the relevant Issuer or a relevant Guarantor demonstrates to the satisfaction of
the Trustee was incurred other than primarily as a means of raising finance;






	 	 	“London Business Day” has the meaning set out in Condition 5(b)(v);













 





6


	 	 	“London Stock Exchange” means the London Stock Exchange plc or such other body to which its
functions have been transferred;
	 
	 	 	“Maturity Date” means the date on which a Note is expressed to be redeemable;
	 
	 	 	“month” means calendar month;
	 
	 	 	NGN means a Temporary Global Note or a Permanent Global Note and in either case in respect
of which the applicable Final Terms indicate is a New Global Note;
	 
	 	 	Non-eligible NGN means a NGN which is not intended to be held in a manner which would allow
Eurosystem-eligibility, as stated in the applicable Final Terms;
	 
	 	 	“Note” means a note in bearer form issued pursuant to the Programme and denominated in such
currency or currencies as may be agreed between the relevant Issuer and the relevant
Dealer(s) which:






	 	(i)	 	has such maturity as may be agreed between the relevant Issuer and the relevant
Dealer(s), subject to such minimum or maximum maturity 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 currency; and
	 
	 	(ii)	 	has such denomination as may be agreed between the relevant Issuer and the
relevant Dealer(s), subject to such minimum denomination 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 currency,






	 	 	issued or to be issued by the relevant Issuer pursuant to the Programme Agreement or any
other agreement between the relevant Issuer and the relevant Dealer(s), the Agency Agreement
and these presents and which shall initially be represented by, and comprised in, either (a)
a Temporary Global Note which may (in accordance with the terms of such Temporary Global
Note) be exchanged for Definitive Notes or a Permanent Global Note, which Permanent Global
Note may (in accordance with the terms of such Permanent Global Note) in turn be exchanged
for Definitive Notes or (b) a Permanent Global Note which may (in accordance with the terms
of such Permanent Global Note) be exchanged for Definitive Notes (all as indicated in the
applicable Final Terms) and includes any replacements for a Note issued pursuant to
Condition 11;
	 
	 	 	“Noteholders” means the several persons who are for the time being holders of outstanding
Notes save that, in respect of the Notes of any Series, for so long as such Notes or any
part thereof are represented by a Global Note deposited with a common depositary (in the
case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream,
Luxembourg, each person who is for the time being shown in the records of Euroclear or
Clearstream, Luxembourg (other than Clearstream, Luxembourg, if Clearstream, Luxembourg
shall be an accountholder of Euroclear and Euroclear, if Euroclear shall be an accountholder
of Clearstream, Luxembourg) as the holder of a particular nominal amount of the Notes of
such Series shall be deemed to be the holder of such nominal amount of such Notes (and the
holder of the relevant Global Note shall be deemed not to be the holder) for all purposes of
these presents other than with respect to the payment of principal or interest on such nominal amount of such Notes the rights to which shall be vested, as against the
relevant Obligors and the Trustee, solely in such common depositary or common safekeeper and
for which purpose such common depositary or common safekeeper shall be deemed to be the
holder of such nominal amount of such Notes in accordance with and subject to its terms and
the provisions













 





7


		 	of these presents and the expressions “Noteholder”, “holder” and “holder of
Notes” and related expressions shall be construed accordingly;
	 
	 	 	“notice” means, in respect of a notice to be given to Noteholders, a notice validly given
pursuant to Condition 14;
	 
	 	 	“Official List” means the official list maintained by the UK Listing Authority;
	 
	 	 	“outstanding” means, in relation to the Notes of all or any Series, all the Notes of such
Series issued other than:






	 	(a)	 	those Notes which have been redeemed pursuant to these presents;
	 
	 	(b)	 	those Notes in respect of which the date for redemption in accordance with the
Conditions has occurred and the redemption moneys (including all interest payable
thereon) have been duly paid to the Trustee or to the Agent in the manner provided in
the Agency Agreement (and where appropriate notice to that effect has been given to the
relative Noteholders in accordance with Condition 14) and remain available for payment
against presentation of the relevant Notes and/or Receipts and/or Coupons;
	 
	 	(c)	 	those Notes which have been purchased and cancelled in accordance with
Conditions 7(h) and 7(i);
	 
	 	(d)	 	those Notes which have become void under Condition 9;
	 
	 	(e)	 	those mutilated or defaced Notes which have been surrendered and cancelled and
in respect of which replacements have been issued pursuant to Condition 11;
	 
	 	(f)	 	(for the purpose only of ascertaining the nominal amount of the Notes
outstanding and without prejudice to the status for any other purpose of the relevant
Notes) those Notes which are alleged to have been lost, stolen or destroyed and in
respect of which replacement Notes have been issued pursuant to Condition 11; and
	 
	 	(g)	 	any Temporary Global Note to the extent that it shall have been exchanged for
Definitive Notes or a Permanent Global Note and any Permanent Global Note to the extent
that it shall have been exchanged for Definitive Notes in each case pursuant to its
provisions, the provisions of these presents and the Agency Agreement,






	 	 	PROVIDED THAT for each of the following purposes, namely:






	 	(i)	 	the right to attend and vote at any meeting of the holders of the Notes of any
Series;
	 
	 	(ii)	 	the determination of how many and which Notes of any Series are for the time
being outstanding for the purposes of Clause 9(A), Conditions 10 and 15 and paragraphs
2, 5, 6 and 9 of the Third Schedule;
	 
	 	(iii)	 	any discretion, power or authority (whether contained in these presents or
vested by operation of law) which the Trustee is required, expressly or impliedly, to
exercise in or by reference to the interests of the holders of the Notes of any Series;
and
	 
	 	(iv)	 	the determination by the Trustee whether any event, circumstance, matter or
thing is, in its opinion, materially prejudicial to the interests of the holders of the
Notes of any Series,













 





8








	 	 	those Notes of the relevant Series (if any) which are for the time being held by or on
behalf of any of the relevant Obligors or any Subsidiary or Holding Company of any of the
relevant Obligors, in each case as beneficial owner, shall (unless and until ceasing to be
so held) be deemed not to remain outstanding;
	 
	 	 	“Paying Agents” means, in relation to all or any Series of the Notes, the several
institutions (including, where the context permits, the Agent) at their respective specified
offices initially appointed as paying agents in relation to such Notes by Cadbury Holdings,
CSF and CSI pursuant to the Agency Agreement and/or, if applicable, any Successor paying
agents in relation thereto;
	 
	 	 	“Permanent Global Note” means a global note in the form or substantially in the form set out
in Part II of the Second Schedule with such modifications (if any) as may be agreed between
the relevant Issuer, the Agent, the Trustee and the relevant Dealer(s), together with the
copy of the applicable Final Terms annexed thereto, comprising some or all of the Notes of
the same Series, issued by the relevant Issuer pursuant to the Programme Agreement or any
other agreement relating to the Programme between the relevant Issuer and the relevant
Dealer(s), the Agency Agreement and these presents either in exchange for the whole or part
of any Temporary Global Note issued in respect of such Notes or on issue;
	 
	 	 	“Potential Event of Default” means any condition, event or act which, with the lapse of time
and/or the giving of notice and/or the issue of any certificate, would constitute an Event
of Default;
	 
	 	 	“Programme” means the Euro Medium Term Note Programme established by, or otherwise
contemplated in, the Programme Agreement;
	 
	 	 	“Programme Agreement” means the agreement of even date herewith between Cadbury Schweppes
(now Cadbury Holdings), CSF, CSI and the Dealers named therein concerning the purchase of
Notes to be issued pursuant to the Programme together with any agreement for the time being
in force amending, replacing, novating or modifying such agreement;
	 
	 	 	“Receipt” means a receipt attached on issue to a Definitive Note redeemable in instalments
for the payment of an instalment of principal, such receipt being in the form or
substantially in the form set out in Part IV of the Second Schedule or in such other form as
may be agreed between the relevant Issuer, the Agent, the Trustee and the relevant Dealer(s)
and includes any replacements for Receipts issued pursuant to Condition 11;
	 
	 	 	“Receiptholders” means the several persons who are for the time being holders of the
Receipts;
	 
	 	 	“Reference Banks” means, in relation to the Notes of any relevant Series, the several banks
initially appointed as reference banks and/or, if applicable, any Successor reference banks
in relation thereto;
	 
	 	 	“Relevant Date” has the meaning set out in Condition 8;
	 
	 	 	“relevant Issuer” means, with respect to any Note, the Issuer of such Note;
	 
	 	 	“relevant Guarantors” means, where the relevant Issuer is CSF, Cadbury Holdings and CSI (in
their capacities as guarantors under Clause 7) and, where the relevant Issuer is CSI,
Cadbury Holdings and CSF (in their capacities as guarantors under Clause 7).













 





9


	 	 	“relevant Obligors” means, with respect to any Note, the relevant Issuer and the relevant
Guarantors and “relevant Obligor” shall be construed accordingly;
	 
	 	 	“repay”, “redeem” and “pay” shall each include both the others and cognate expressions shall
be construed accordingly;
	 
	 	 	“Securities Act” means the United States Securities Act of 1933, as amended;
	 
	 	 	“Security” has the meaning set out in Condition 4;
	 
	 	 	“Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes
which are (i) expressed to be consolidated and form a single series and (ii) identical in
all respects (including as to listing) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices and the expressions “Notes of the relevant Series”,
“holders of Notes of the relevant Series” and related expressions shall be construed
accordingly;
	 
	 	 	“Stock Exchange” means the London Stock Exchange or any other or further stock exchange(s)
on which any Notes may from time to time be listed, and references in these presents to the
“relevant Stock Exchange” shall, in relation to any Notes, be references to the Stock
Exchange on which such Notes are, from time to time, or are intended to be, listed;
	 
	 	 	“Subsidiary” means any company which is for the time being a subsidiary (within the meaning
of Section 736 of the Companies Act 1985 of Great Britain until Section 1159 of the
Companies Act 2006 comes into force for any purpose, when it will for all purposes in
connection with these presents has the meaning given to it in Section 1159 of the Companies
Act 2006) or a subsidiary undertaking (within the meaning of Section 258 and Schedule 10A of
the Companies Act 1985 of Great Britain until Section 1162 of the Companies Act 2006 comes
into force for any purpose, when it will for all purposes in connection with these presents
have the meaning given to it in Section 1162 of the Companies Act 2006);
	 
	 	 	“Successor” means, in relation to the Agent, the other Paying Agents, the Reference Banks
and the Calculation Agent, any successor to any one or more of them in relation to the Notes
which shall become such pursuant to the provisions of these presents and/or the Agency
Agreement (as the case may be) and/or such other or further agent, paying agents, reference
banks and calculation agent (as the case may be) in relation to the Notes as may (with the
prior approval of, and on terms previously approved by, the Trustee in writing) from time to
time be appointed as such, and/or, if applicable, such other or further specified offices
(in the former case being within the same city as those for which they are substituted) as
may from time to time be nominated, in each case by Cadbury Holdings, CSF and CSI and
(except in the case of the initial appointments and specified offices made under and
specified in the Conditions and/or the Agency Agreement, as the case may be) notice of whose
appointment or, as the case may be, nomination has been given to the Noteholders;
	 
	 	 	“Successor in Business” means in relation to any relevant Obligor any company which, as a
result of any amalgamation, merger or reconstruction the terms of which have previously been
approved in writing by the Trustee:






	 	(i)	 	owns beneficially the whole or substantially the whole of the undertaking,
property and assets owned by such relevant Obligor immediately prior thereto; and
	 
	 	(ii)	 	carries on, as successor to such relevant Obligor , the whole or substantially
the whole of the business carried on by such relevant Obligor immediately prior
thereto;













 




10








	 	 	“Talons” means the talons (if any) appertaining to, and exchangeable in accordance with the
provisions therein contained for further Coupons appertaining to, the Definitive Notes
(other than the Zero Coupon Notes), such talons being in the form or substantially in the
form set out in Part VI of the Second Schedule or in such other form as may be agreed
between the relevant Issuer, the Agent, the Trustee and the relevant Dealer(s) and includes
any replacements for Talons issued pursuant to Condition 11;
	 
	 	 	“Temporary Global Note” means a temporary global note in the form or substantially in the
form set out in Part I of the Second Schedule with such modifications (if any) as may be
agreed between the relevant Issuer, the Agent, the Trustee and the relevant Dealer(s),
together with the copy of the applicable Final Terms annexed thereto, comprising some or all
of the Notes of the same Series, issued by the relevant Issuer pursuant to the Programme
Agreement or any other agreement relating to the Programme between the relevant Issuer and
the relevant Dealer(s), the Agency Agreement and these presents;
	 
	 	 	“these presents” means this Trust Deed and the Schedules and any trust deed supplemental
hereto and the Schedules (if any) thereto and the Notes, the Receipts, the Coupons, the
Talons, the Conditions and, unless the context otherwise requires, the Final Terms, all as
from time to time modified in accordance with the provisions herein or therein contained;
	 
	 	 	“Tranche” means all Notes which are identical in all respects (including as to listing);
	 
	 	 	“Trust Corporation” means a corporation entitled by rules made under the Public Trustee Act
1906 of Great Britain or entitled pursuant to any other comparable legislation applicable to
a trustee in any other jurisdiction to carry out the functions of a custodian trustee;
	 
	 	 	“Trustee Acts” means the Trustee Act 1925 and the Trustee Act 2000;
	 
	 	 	“UK Listing Authority” means the Financial Services Authority in its capacity as competent
authority under the Financial Services and Markets Act 2000;
	 
	 	 	“Zero Coupon Note” means a Note on which no interest is payable;
	 
	 	 	words denoting the singular shall include the plural and vice versa;
	 
	 	 	words denoting one gender only shall include the other genders; and
	 
	 	 	words denoting persons only shall include firms and corporations and vice versa.






	(B) 	(i)	 	All references in these presents to principal and/or principal amount and/or interest in
respect of the Notes or to any moneys payable by the relevant Issuer or, as the case may be,
Cadbury Holdings or, as the case may be, CSF (where the relevant Issuer is CSI) or, as the
case may be, CSI (where the relevant Issuer is CSF) under these presents shall, unless the
context otherwise requires, be construed in accordance with Condition 6(f).
	 
	 	(ii)	 	All references in these presents to any statute or any provision of any statute
shall be deemed also to refer to any statutory modification or re-enactment thereof or
any statutory instrument, order or regulation made thereunder or under any such
modification or re-enactment.
	 
	 	(iii)	 	All references in these presents to guarantees or to an obligation being
guaranteed shall be deemed to include respectively references to indemnities or to an
indemnity being given in respect thereof.













 





11


	 	(iv)	 	All references in these presents to any action, remedy or method of proceeding
for the enforcement of the rights of creditors shall be deemed to include, in respect
of any jurisdiction other than England, references to such action, remedy or method of
proceeding for the enforcement of the rights of creditors available or appropriate in
such jurisdiction as shall most nearly approximate to such action, remedy or method of
proceeding described or referred to in these presents.
	 
	 	(v)	 	All references in these presents to Euroclear and/or Clearstream, Luxembourg
shall, whenever the context so permits, (but not in the case of any NGN) be deemed to
include references to any successor operator and/or successor clearing system and/or
any additional or alternative clearing system as is specified in the applicable Final
Terms and/or approved by the relevant Issuer, the Agent and the Trustee. All
references in these presents to the common depositary or common safekeeper shall,
whenever the context so permits, be deemed to include references to any successor
common depositary or common safekeeper or any additional or alternative common
depositary or common safekeeper as is approved by the relevant Issuer, the Agent and
the Trustee.
	 
	 	(vi)	 	Unless the context otherwise requires words or expressions used in these
presents shall bear the same meanings as in the Companies Act 1985 of Great Britain.
	 
	 	(vii)	 	In this Trust Deed references to Schedules, Clauses, sub-clauses, paragraphs
and sub-paragraphs shall be construed as references to the Schedules to this Trust Deed
and to the Clauses, sub-clauses, paragraphs and sub-paragraphs of this Trust Deed
respectively.
	 
	 	(viii)	 	In these presents tables of contents and Clause headings are included for ease of
reference and shall not affect the construction of these presents.
	 
	 	(ix)	 	All references in these presents to taking proceedings against the relevant
Issuer or, as the case may be, Cadbury Holdings or, as the case may be, CSF (where the
relevant Issuer is CSI) or, as the case may be, CSI (where the relevant Issuer is CSF)
shall be deemed to include references to proving in the winding-up of the relevant
Issuer, Cadbury Holdings, CSF or CSI, as the case may be.
	 
	 	(x)	 	All references in these presents to any approval or consent of the Trustee
shall be deemed to include a reference to the requirement that such approval or consent
shall be not unreasonably withheld or delayed.
	 
	 	(xi)	 	All references in these presents involving compliance by the Trustee with a
test of reasonableness (other than in Clause 14(iv) and the proviso to Clause 14) shall
be deemed to include a reference to a requirement that such reasonableness shall be
determined by reference solely to the interests of the Noteholders as a class.
	 
	 	(xii)	 	All references in these presents to the records of Euroclear and Clearstream,
Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg
holds for its customers which reflect the amount of such customers’ interest in the
Notes.






	(C)	 	Words and expressions defined in these presents or the Agency Agreement or used in the
applicable Final Terms shall have the same meanings where used herein unless the context
otherwise requires or unless otherwise stated and provided that, in the event of inconsistency
between the Agency Agreement and these presents, these presents shall prevail and, in the
event of inconsistency between the Agency Agreement or these presents and the applicable Final
Terms, the applicable Final Terms shall prevail.













 





12


	(D)	 	All references in these presents to the “relevant currency” shall be construed as references
to the currency in which payments in respect of the Notes and/or Receipts and/or Coupons of
the relevant Series are to be made as indicated in the applicable Final Terms.
	 
	(E)	 	As used in these presents, in relation to any Notes which have a “listing” or are “listed” on
the London Stock Exchange, “listing” and “listed” shall be construed to mean that such Notes
have been admitted to the Official List by the UK Listing Authority and to trading on the
London Stock Exchange’s Regulated Market. All references in these presents to “listing” and
“listed” shall include references to “quotation” and “quoted” respectively.





2. AMOUNT AND ISSUE OF THE NOTES





	(A)	 	Amount of the Notes, Final Terms and Legal Opinions:






	 	 	THE Notes will be issued in Series in an aggregate nominal amount from time to time
outstanding not exceeding the Programme Limit from time to time and for the purpose of
determining such aggregate nominal amount Clause 3(5) of the Programme Agreement shall
apply.
	 
	 	 	By not later than 3.00 p.m. (London time) on the third London Business Day preceding each
proposed Issue Date, the relevant Issuer shall deliver or cause to be delivered to the
Trustee a draft of the applicable Final Terms and drafts of all legal opinions (if any) to
be given in relation to the proposed issue and shall notify the Trustee in writing without
delay of the relevant Issue Date and the nominal amount of the Notes to be issued and upon
the issue of the relevant Notes shall deliver or cause to be delivered to the Trustee a copy
of the final form of the applicable Final Terms and signed copies of all such legal
opinions. Upon the issue of the relevant Notes, such Notes shall become constituted by
these presents without further formality.
	 
	 	 	On such occasions as the Trustee so requests (on the basis that (i) the Trustee considers it
necessary in view of a change (or proposed change) in applicable law affecting the relevant
Issuer or a relevant Guarantor, these presents, the Programme Agreement or the Agency
Agreement, or (ii) the Trustee has other reasonable grounds for such request), the relevant
Issuer or, as the case may be, such relevant Guarantor will procure that a further legal
opinion or further legal opinions in such form and with such content as the Trustee may
require from the legal advisers specified in the Programme Agreement or such other legal
advisers as the Trustee may require is/are delivered to the Trustee. Whenever such a
request is made with respect to any Notes to be issued, the receipt of such opinion(s) in a
form satisfactory to the Trustee shall be a further condition precedent to the issue of
those Notes.






	(B)	 	Covenant to repay principal and to pay interest:






	 	 	The relevant Issuer covenants with the Trustee that it will, as and when the Notes of any
Series or any of them or any instalment of principal in respect thereof becomes due to be
redeemed in accordance with the Conditions, unconditionally pay or procure to be paid to or
to the order of the Trustee in the relevant currency in immediately available funds the
principal amount in respect of the Notes of such Series or the amount of such instalment
becoming due for redemption on that date and (except in the case of Zero Coupon Notes) shall
(subject to the provisions of the Conditions) in the meantime and until redemption in full
of the Notes of such Series (both before and after any judgment or other order of a court of
competent jurisdiction) unconditionally pay or procure to be paid to or to the order of the
Trustee as aforesaid interest (which shall accrue from day to day) on the nominal amount of













 





13


	 	 	the Notes outstanding of such Series at rates and/or in amounts calculated from time to time
in accordance with, or specified in, and on the dates provided for in, the Conditions
(subject to Clause 2(D)) PROVIDED THAT:






	 	(i)	 	every payment of principal or interest or other sum due in respect of the Notes
made to or to the order of the Agent in the manner provided in the Agency Agreement
shall be in satisfaction pro tanto of the relative covenant by the relevant Issuer in
this Clause contained in relation to the Notes of such Series except to the extent that
there is a default in the subsequent payment thereof in accordance with the Conditions
to the relevant Noteholders, Receiptholders or Couponholders (as the case may be);
	 
	 	(ii)	 	in the case of any payment of principal made to the Trustee or the Agent after
the due date or on or after accelerated maturity following an Event of Default interest
shall continue to accrue on the nominal amount of the relevant Notes (except in the
case of Zero Coupon Notes to which the provisions of Condition 7(j) shall apply) (both
before and after any judgment or other order of a court of competent jurisdiction) at
the rates aforesaid up to and including the date which the Trustee determines to be the
date on and after which payment is to be made in respect thereof as stated in a notice
given to the holders of such Notes (such date to be not later than 30 days after the
day on which the whole of such principal amount, together with an amount equal to the
interest which has accrued and is to accrue pursuant to this proviso up to and
including that date, has been received by the Trustee or the Agent); and
	 
	 	(iii)	 	in any case where payment of the whole or any part of the principal amount of
any Note is improperly withheld or refused upon due presentation thereof (other than in
circumstances contemplated by (ii) above), interest shall accrue on the nominal amount
of such Note (except in the case of Zero Coupon Notes to which the provisions of
Condition 7(j) shall apply) payment of which has been so withheld or refused (both
before and after any judgment or other order of a court of competent jurisdiction) at
the rates aforesaid from the date of such withholding or refusal until the date on
which, upon further presentation of the relevant Note, payment of the full amount
(including interest as aforesaid) in the relevant currency payable in respect of such
Note is made or (if earlier) the seventh day after notice is given to the relevant
Noteholder(s) (whether individually or in accordance with Condition 14) that the full
amount (including interest as aforesaid) in the relevant currency in respect of such
Note is available for payment, provided that, upon further presentation thereof being
duly made, such payment is made.






	 	 	The Trustee will hold the benefit of this covenant on trust for the Noteholders, the
Receiptholders and the Couponholders and itself in accordance with these presents.






	(C)	 	Trustee’s requirements regarding Paying Agents etc:






	 	 	At any time after an Event of Default or a Potential Event of Default shall have occurred
and be continuing or the Trustee shall have received any money which it proposes to pay
under Clause 10 to the relevant Noteholders, Receiptholders and/or Couponholders, the Trustee may:






	 	(i)	 	by notice in writing to the relevant Obligors, the Agent and the other Paying
Agents require the Agent and the other Paying Agents pursuant to the Agency Agreement:






	 	(a)	 	to act thereafter as Agent and other Paying Agents respectively
of the Trustee in relation to payments to be made by or on behalf of the
Trustee under the













 





14


	 	 	 	terms of these presents mutatis mutandis on the terms provided in the Agency Agreement (save that the Trustee’s liability under any
provisions thereof for the indemnification, remuneration and payment of
out-of-pocket expenses of the Agent and the other Paying Agents shall be
limited to the amounts for the time being held by the Trustee on the trusts of
these presents relating to the Notes of the relevant Series and the relative
Receipts and Coupons and available for such purpose) and thereafter to hold all
Notes, Receipts and Coupons and all sums, documents and records held by them in
respect of Notes, Receipts and Coupons on behalf of the Trustee; or
	 
	 	(b)	 	to deliver up all Notes, Receipts and Coupons and all sums,
documents and records held by them in respect of Notes, Receipts and Coupons,
in each case held by them in their capacity as Agent or, as the case may be,
other Paying Agent, to the Trustee or as the Trustee shall direct in such
notice provided that such notice shall be deemed not to apply to any documents
or records which the Agent or other Paying Agent is obliged not to release by
any law or regulation; and






	 	(ii)	 	by notice in writing to the relevant Obligors require each of them to make all subsequent
payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and
not to the Agent and, with effect from the issue of any such notice to the relevant Obligors
and until such notice is withdrawn, proviso (i) to sub-clause (B) of this Clause relating to
the Notes shall cease to have effect.






	(D)	 	If the Floating Rate Notes or Index Linked Interest Notes of any Series become immediately
due and repayable under Condition 10 the rate and/or amount of interest payable in respect of
them will be calculated by the Agent or, as the case may be, the Calculation Agent at the same
intervals as if such Notes had not become due and repayable, the first of which will commence
on the expiry of the Interest Period during which the Notes of the relevant Series become so
due and repayable mutatis mutandis in accordance with the provisions of Condition 5 except
that the rates of interest need not be published.






	(E)	 	Currency of payments:






	 	 	All payments in respect of, under and in connection with these presents and the Notes of any
Series to the relevant Noteholders, Receiptholders and Couponholders shall be made in the
relevant currency.






	(F)	 	Further Notes:






	 	 	The relevant Issuer shall be at liberty from time to time (but subject always to the
provisions of these presents) without the consent of the Noteholders, Receiptholders or
Couponholders to create and issue further Notes ranking pari passu in all respects (or in
all respects save for the date from which interest thereon accrues and the amount of the
first payment of interest on such further Notes) and so that the same shall be consolidated and form a single series
with the outstanding Notes of a particular Series.






	(G)	 	Separate Series:






	 	 	The Notes of each Series shall form a separate Series of Notes and accordingly, unless for
any purpose the Trustee in its absolute discretion shall otherwise determine, the provisions
of this Clause and of Clauses 3 to 21 (both inclusive), 22(B) and 25 and the Third Schedule
shall apply mutatis mutandis separately and independently to the Notes of each Series and in
such

















 





15





	 	 	Clauses and Schedule the expressions “Notes”, “Noteholders”, “Receipts”, “Receiptholders”,
“Coupons”, “Couponholders” and “Talons” shall be construed accordingly.
	 
	3.	 	FORMS OF THE NOTES
	 
	(A)	 	Global Notes:






	 	(i)	 	THE Notes of each Tranche will initially be represented by either:






	 	(a)	 	a single Temporary Global Note which shall be exchangeable for
either Definitive Notes together with, where applicable, Receipts and (except
in the case of Zero Coupon Notes) Coupons and, where applicable, Talons
attached or a Permanent Global Note, in each case in accordance with the
provisions of such Temporary Global Note. Each Permanent Global Note shall be
exchangeable for Definitive Notes together with, where applicable, Receipts and
(except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons
attached, in accordance with the provisions of such Permanent Global Note; or
	 
	 	(b)	 	a single Permanent Global Note which shall be exchangeable for
Definitive Notes together with, where applicable, Receipts and (except in the
case of Zero Coupon Notes) Coupons and, where applicable, Talons attached in
accordance with provisions of such Permanent Global Note.






	 	 	 	All Global Notes shall be prepared, completed and delivered to a common depositary
(in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and
Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement
or to another appropriate depositary in accordance with any other agreement between
the relevant Issuer and the relevant Dealer(s) and, in each case, the Agency
Agreement.






	 	(ii)	 	Each Temporary Global Note shall be printed or typed in the form or
substantially in the form set out in Part I of the Second Schedule and may be a
facsimile. Each Temporary Global Note shall have annexed thereto a copy of the
applicable Final Terms and shall be signed manually or in facsimile by a person duly
authorised by the relevant Issuer on behalf of the relevant Issuer, and shall be
authenticated by an authorised signatory on behalf of the Agent and shall, in the case
of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which
the Issuer has notified the Agent that effectuation is to be applicable, be effectuated
by the common safekeeper acting on the instructions of the Agent. Each Temporary
Global Note so executed and authenticated shall be a binding and valid obligation of
the relevant Issuer and title thereto shall pass by delivery.
	 
	 	(iii)	 	Each Permanent Global Note shall be printed or typed in the form or
substantially in the form set out in Part II of the Second Schedule and may be a
facsimile. Each Permanent Global Note shall have annexed thereto a copy of the
applicable Final Terms and shall be signed manually or in facsimile by a person duly
authorised by the relevant Issuer on behalf of the relevant Issuer, and shall be
authenticated by an authorised signatory on behalf of the Agent and shall, in the case
of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which
the Issuer has
notified the Agent that effectuation is to be applicable, be effectuated by the
common safekeeper acting on the instructions of the Agent. Each Permanent Global
Note so










 



16








	 	 	 	executed and authenticated shall be a binding and valid obligation of the
relevant Issuer and title thereto shall pass by delivery.






	(B)	 	Definitive Notes:






	 	(i)	 	The Definitive Notes, the Receipts, the Coupons and the Talons shall be to
bearer in the respective forms or substantially in the respective forms set out in
Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes,
the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or
quoted, shall be security printed in accordance with the requirements (if any) from
time to time of the relevant Stock Exchange and the relevant Conditions shall be
incorporated by reference (where applicable to these presents) into such Definitive
Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted,
the Definitive Notes shall be endorsed with or have attached thereto the relevant
Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon
or attached thereto a copy of the applicable Final Terms (or the relevant provisions
thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons
shall pass by delivery.
	 
	 	(ii)	 	The Definitive Notes shall be signed manually or in facsimile by a person duly
authorised by the relevant Issuer on behalf of the relevant Issuer and shall be
authenticated by or on behalf of the Agent. The Definitive Notes so executed and
authenticated, and the Receipts, the Coupons and Talons, upon execution and
authentication of the relevant Definitive Notes, shall be binding and valid obligations
of the relevant Issuer. The Receipts, the Coupons and the Talons shall not be signed.
No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such
Definitive Note shall be binding or valid until such Definitive Note shall have been
executed and authenticated as aforesaid.






	(C)	 	Facsimile signatures:
	 
	 	 	The relevant Issuer may use the facsimile signature of any person who at the date such
signature is affixed to a Global Note or a Definitive Note is duly authorised by the
relevant Issuer notwithstanding that at the time of issue of such Note he may have ceased
for any reason to be so authorised.
	 
	(D)	 	Persons to be treated as Noteholders:
	 
	 	 	Except as ordered by a court of competent jurisdiction or as required by law, the relevant
Obligors, the Trustee, the Agent and the other Paying Agents (notwithstanding any notice to
the contrary and whether or not it is overdue and notwithstanding any notation of ownership
or writing thereon or notice of any previous loss or theft thereof) may (i) for the purpose
of making payment thereon or on account thereof deem and treat the bearer of any Global
Note, Definitive Note, Receipt, Coupon or Talon as the absolute owner thereof and of all
rights thereunder free from all encumbrances, and shall not be required to obtain proof of
such ownership or as to the identity of the bearer and (ii) for all other purposes deem and
treat:






	 	(a)	 	the bearer of any Definitive Note, Receipt, Coupon or Talon; and
	 
	 	(b)	 	each person for the time being shown in the records of Euroclear or
Clearstream, Luxembourg as having a particular nominal amount of Notes credited to his
securities account,










 



17


	 	as the absolute owner thereof free from all encumbrances and shall not be required to obtain
proof of such ownership (other than, in the case of any person for the time being so shown
in such records, a certificate or letter of confirmation signed on behalf of Euroclear or
Clearstream, Luxembourg or any other form of record made by either of them) or as to the
identity of the bearer of any Global Note, Definitive Note, Receipt, Coupon or Talon.






	(E)	 	Certificates of Euroclear and Clearstream, Luxembourg:
	 
	 	 	Without prejudice to the provisions of Clause 16(W), the relevant Obligors and the Trustee
may call for and, except in the case of manifest error, shall be at liberty to accept and
place full reliance on as sufficient evidence thereof a certificate or other document issued
by Euroclear or Clearstream, Luxembourg (including any form of statement or print out of
electronic records provided by the relevant clearing system in accordance with its usual
procedures and in which the holder of a particular nominal amount of the Notes is clearly
identified together with the amount of such holding) or any other letter of confirmation,
form of record, information and/or certification made by either of them as the Trustee
shall, in its absolute discretion, think fit to the effect that at any particular time or
throughout any particular period any particular person is, was, or will be, shown in its
records as the holder of a particular nominal amount of Notes represented by a Global Note
and if it does so rely, such letter of confirmation, form of record, evidence, information
and/or certification shall be conclusive and binding on all concerned.
	 
	4.	 	FEES, DUTIES AND TAXES
	 
	 	 	THE relevant Issuer will pay any stamp, issue, registration, documentary and other similar
fees, duties or taxes (if any), including interest and penalties thereon, payable (i) in the
United Kingdom, Belgium or Luxembourg on or in connection with (a) the execution and
delivery of these presents and (b) the constitution and original issue of the Notes, the
Receipts and the Coupons and (ii) in any jurisdiction on or in connection with any action
taken by or on behalf of the Trustee or (where permitted under these presents so to do) any
Noteholder, Receiptholder or Couponholder to enforce these presents.
	 
	5.	 	COVENANT OF COMPLIANCE
	 
	 	 	EACH of the relevant Obligors covenants with the Trustee that it will comply with and
perform and observe all the provisions of these presents which are expressed to be binding
on it. The Notes, the Receipts and the Coupons shall be held subject to the provisions
contained in these presents and the Conditions shall be binding on the relevant Obligors,
the Trustee, the Noteholders, the Receiptholders and the Couponholders and all persons
claiming through or under them. The Trustee shall be entitled to enforce the obligations of
the relevant Obligors under the Notes, the Receipts, the Coupons and the Conditions in the
manner therein provided as if the same were set out and contained in this Trust Deed, which
shall be read and construed as one document with the Notes, the Receipts and the Coupons.
The Trustee shall hold the benefit of this covenant upon trust for itself and the
Noteholders, the Receiptholders and the Couponholders according to its and their respective
interests.
	 
	6.	 	CANCELLATION OF NOTES AND RECORDS
	 
	(A)	 	THE relevant Issuer shall procure that all Notes issued by it (i) redeemed or (ii) purchased
by or on behalf of any of the relevant Obligors or any Subsidiary of any of the relevant
Obligors
and surrendered for cancellation or (iii) which, being mutilated or defaced, have been
surrendered and replaced pursuant to Condition 11 or (iv) exchanged as provided in these
presents (together in each case, in the case of Definitive Notes, with all unmatured
Receipts and Coupons attached thereto or delivered therewith) and, in the case of Definitive
Notes, all relative Receipts and Coupons paid in accordance with the relevant Conditions or
which, 










 



18


	 	 	being mutilated or defaced, have been surrendered and replaced pursuant to Condition
11 shall forthwith be cancelled by or on behalf of the relevant Issuer and a certificate
stating:






	 	(a)	 	the aggregate nominal amount of Notes which have been redeemed and the amounts
paid in respect thereof and the aggregate amounts in respect of Receipts and Coupons
which have been paid;
	 
	 	(b)	 	the serial numbers of such Notes in definitive form and Receipts;
	 
	 	(c)	 	the total numbers (where applicable, of each denomination) by maturity date of
such Receipts and Coupons;
	 
	 	(d)	 	the aggregate amount of interest paid (and the due dates of such payments) on
Global Notes;
	 
	 	(e)	 	the aggregate nominal amount of Notes (if any) which have been purchased by or
on behalf of any of the relevant Obligors or any Subsidiary of any of the relevant
Obligors and cancelled and the serial numbers of such Notes in definitive form and, in
the case of Definitive Notes, the total number (where applicable, of each denomination)
by maturity date of the Receipts, Coupons and Talons attached thereto or surrendered
therewith;
	 
	 	(f)	 	the aggregate nominal amounts of Notes and Receipts and the aggregate amounts
in respect of Coupons which have been so exchanged or surrendered and replaced and the
serial numbers of such Notes in definitive form and the total number (where applicable,
of each denomination) by maturity date of such Coupons and Talons; and
	 
	 	(g)	 	the total number (where applicable, of each denomination) by maturity date of
Talons which have been exchanged for further Coupons






	 	 	shall be given to the Trustee by or on behalf of the relevant Issuer as soon as possible and
in any event within four months after the date of such redemption, purchase, payment,
exchange or replacement (as the case may be). The Trustee may accept such certificate as
conclusive evidence of redemption, purchase, exchange or replacement pro tanto of the Notes
or payment of interest thereon or exchange of the relative Talons respectively and of
cancellation of the relative Notes and Coupons.
	 
	(B)	 	The relevant Issuer shall procure (i) that the Agent shall keep a full and complete record of
all Notes, Receipts, Coupons and Talons issued by it (other than serial numbers of Receipts
and Coupons) and of their redemption or purchase and cancellation and of all replacement
notes, receipts, coupons or talons issued in substitution for lost, stolen, mutilated, defaced
or destroyed Notes, Receipts, Coupons or Talons (ii) that the Agent shall, in respect of the
Coupons of each maturity where the relevant Note is redeemed prior to its maturity date,
retain until the expiry of 10 years from the Relevant Date in respect of such Coupons a list
of the Coupons of that maturity still remaining unpaid or unexchanged and (iii) that such
records shall be made available to the Trustee at all reasonable times during normal business
hours.
	 
	7.	 	GUARANTEE






	(A)	 	Cadbury Holdings and CSI hereby irrevocably and unconditionally guarantee to the Trustee:






	 	(i)	 	the due and punctual payment in accordance with these presents of the principal
of and interest on all Notes issued by CSF and of all other amounts payable by CSF (in
its capacity as an Issuer) under these presents in relation to such Notes and the
relative Receipts and the relative Coupons; and










 



19


	 	(ii)	 	 the due and punctual performance and observance by CSF (in its capacity as an
Issuer) of each of the other provisions of these presents on its part to be performed
or observed in relation to all Notes, Receipts and Coupons issued by it.






	(B)	 	Cadbury Holdings and CSF hereby irrevocably and unconditionally guarantee to the Trustee:






	 	(i)	 	the due and punctual payment in accordance with these presents of the principal
of and interest on all Notes issued by CSI and of all other amounts payable by CSI (in
its capacity as an Issuer) under these presents in relation to such Notes and the
relative Receipts and the relative Coupons; and
	 
	 	(ii)	 	the due and punctual performance and observance by CSI (in its capacity as an
Issuer) of each of the other provisions of these presents on its part to be performed
or observed in relation to all Notes, Receipts and Coupons issued by it.






	(C)	 	If the relevant Issuer fails for any reason whatsoever punctually to pay any such principal,
interest or other amount, the relevant Guarantors shall cause each and every such payment to
be made as if the relevant Guarantors instead of the relevant Issuer were expressed to be the
primary obligor of the relevant Note, Receipt or Coupon and not merely as surety (but without
affecting the obligations of the relevant Issuer) to the intent that the holder thereof shall
receive the same amounts in respect of principal, interest or such other amount as would have
been receivable had such payments been made by the relevant Issuer.
	 
	(D)	 	If any payment received by the Trustee or any Noteholder, Receiptholder or Couponholder
pursuant to the provisions of these presents in relation to the relative Notes, Receipts or
Coupons shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of
the relevant Issuer or, without limitation, on any other event) be avoided or set aside for
any reason, such payment shall not be considered as discharging or diminishing the liability
of the relevant Guarantors and this guarantee shall continue to apply as if such payment had
at all times remained owing by the relevant Issuer and the relevant Guarantors shall indemnify
the Trustee and the relative Noteholders and/or Receiptholders and/or Couponholders (as the
case may be) in respect thereof PROVIDED THAT the obligations of the relevant Guarantors under
this sub-clause shall, as regards each payment made to the Trustee or any Noteholder,
Receiptholder or Couponholder which is avoided or set aside, be contingent upon such payment
being reimbursed to the relevant Issuer or other persons entitled through the relevant Issuer.
	 
	(E)	 	Each of Cadbury Holdings, CSF and CSI (in their capacities as guarantors) hereby agrees that
its obligations hereunder shall be unconditional and that each of the relevant Guarantors
shall be fully liable irrespective of the validity, regularity, legality or enforceability
against the relevant Issuer of, or of any defence or counter-claim whatsoever available to the
relevant Issuer in relation to, its obligations under these presents, whether or not any
action has been taken to enforce the same or any judgment obtained against the relevant
Issuer, whether or not any of the other provisions of these presents have been modified,
whether or not any time, indulgence, waiver, authorisation or consent has been granted to the
relevant Issuer by or on behalf of the relative Noteholders or the relative Receiptholders or
Couponholders or the Trustee, whether or not any determination has been made by the Trustee
pursuant to Clause19(A), whether or not there have been any dealings or transactions between the relevant
Issuer, any of the relative Noteholders, Receiptholders or Couponholders or the Trustee,
whether or not the relevant Issuer has been dissolved, liquidated, merged, consolidated,
bankrupted or has changed its status, functions, control or ownership, whether or not the
relevant Issuer has been prevented from making payment by foreign exchange provisions
applicable at its place of registration or incorporation and whether or not any other










 



20


	 	 	circumstances have occurred which might otherwise constitute a legal or equitable discharge
of or defence to a guarantor. Accordingly, the validity of this guarantee shall not be
affected by reason of any invalidity, irregularity, illegality or unenforceability of all or
any of the obligations of the relevant Issuer under these presents and this guarantee shall
not be discharged nor shall the liability of each of the relevant Guarantors under these
presents be affected by any act, thing or omission or means whatever whereby its liability
would not have been discharged if it had been the principal debtor.
	 
	(F)	 	Without prejudice to the provisions of Clause 9(A), the Trustee may determine from time to
time whether or not it will enforce this guarantee which it may do without making any demand
of or taking any proceedings against the relevant Issuer and may from time to time make any
arrangement or compromise with the relevant Guarantor in relation to this guarantee which the
Trustee may consider expedient in the interests of the relative Noteholders, Receiptholders or
Couponholders.
	 
	(G)	 	Each of the relevant Guarantors hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy
of the relevant Issuer, any right to require a proceeding first against the relevant Issuer,
protest or notice with respect to the relative Notes, Receipts or Coupons or the indebtedness
evidenced thereby and all demands whatsoever and hereby covenants that this guarantee shall be
a continuing guarantee, shall extend to the ultimate balance of all sums payable and
obligations owed by the relevant Issuer under these presents in relation to the relative
Notes, Receipts and Coupons, shall not be discharged except by complete performance of the
obligations contained in these presents in relation to the relative Notes, Receipts and
Coupons and is additional to, and not instead of, any security or other guarantee or indemnity
at any time existing in favour of any person, whether from the relevant Guarantors or
otherwise.
	 
	(H)	 	If any moneys shall become payable by the relevant Guarantors under this guarantee each of
the relevant Guarantors shall not, so long as the same remain unpaid, without the prior
written consent of the Trustee:






	 	(a)	 	in respect of any amounts paid by it under this guarantee, exercise any rights
of subrogation or contribution or, without limitation, any other right or remedy which
may accrue to it in respect of or as a result of any such payment; or
	 
	 	(b)	 	in respect of any other moneys for the time being due to the relevant
Guarantors by the relevant Issuer, claim payment thereof or exercise any other right or
remedy;
	 
	 	(including in either case claiming the benefit of any security or right of set-off or, on
the liquidation of the relevant Issuer, proving in competition with the Trustee). If,
notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidation of the
relevant Issuer any payment or distribution of assets of the relevant Issuer of any kind or
character, whether in cash, property or securities, shall be received by the relevant
Guarantors before payment in full of all principal of, and interest on, the relative Notes,
Receipts and Coupons shall have been made to the relative Noteholders, Receiptholders and
Couponholders, such payment or
distribution shall be received by relevant Guarantors on trust to pay the same over
immediately to the Trustee for application in or towards the payment of all sums due and
unpaid under these presents in accordance with Clause 10 on the basis that Clause 10 does
not apply separately and independently to each Series of the Notes save that nothing in this
sub-clause (H) shall operate so as to create any charge by the relevant Guarantors over such
payment or distribution.










 



21








	8.	 	ENFORCEMENT AND NON-PAYMENT
	 
	(A)	 	AT any time after the Notes shall have become immediately due and repayable, the Trustee may
at its discretion and without further notice take such proceedings as it may think fit against
the relevant Issuer and/or the relevant Guarantors to enforce repayment thereof together with
accrued interest (if any) and any other moneys payable pursuant to these presents.
	 
	(B)	 	Proof that as regards any specified Note, Receipt or Coupon the relevant Issuer or, as the
case may be, a relevant Guarantor has made default in paying any amount due in respect of such
Note, Receipt or Coupon shall (unless the contrary be proved) be sufficient evidence that the
same default has been made as regards all other Notes, Receipts or Coupons (as the case may
be) in respect of which the relevant amount is due and payable.






	9.	 	PROCEEDINGS, ACTION AND INDEMNIFICATION
	 
	(A)	 	THE Trustee shall not be bound to take any proceedings mentioned in Clause 8(A) or any other
action in relation to these presents unless respectively directed or requested to do so (i) by
an Extraordinary Resolution or (ii) in writing by the holders of at least one-quarter in
nominal amount of the Notes then outstanding and in either case then only if it shall be
indemnified to its satisfaction against all Liabilities to which it may thereby render itself
liable or which it may incur by so doing.
	 
	(B)	 	Only the Trustee may enforce the provisions of these presents. No Noteholder, Receiptholder
or Couponholder shall be entitled to proceed directly against any of the relevant Obligors to
enforce the performance of any of the provisions of these presents unless the Trustee having
become bound as aforesaid to take proceedings fails to do so within a reasonable period and
such failure is continuing.
	 
	10.	 	APPLICATION OF MONEYS
	 
	 	 	ALL moneys received by the Trustee under these presents from any of the relevant Obligors
(including any moneys which represent principal or interest in respect of Notes, Receipts or
Coupons which have become void under Condition 9) shall, unless and to the extent
attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by
the relevant Issuer, be apportioned pari passu and rateably between each Series of the Notes
issued by the relevant Issuer, and all moneys received by the Trustee under these presents
from any of the relevant Obligors to the extent attributable in the opinion of the Trustee
to a particular Series of the Notes issued by the relevant Issuer or which are apportioned
to such Series as aforesaid, be held by the Trustee upon trust to apply them (subject to
Clause 12):
	 
	 	 	FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or
16(J) to the Trustee and/or any Appointee;
	 
	 	 	SECONDLY in or towards payment pari passu and rateably of all principal and interest then
due and unpaid in respect of the Notes of that Series;
	 
	 	 	THIRDLY in or towards payment pari passu and rateably of all principal and interest then due
and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and
	 
	 	 	FOURTHLY in payment of the balance (if any) to the relevant Issuer (without prejudice to, or
liability in respect of, any question as to how such payment to the relevant Issuer shall be
dealt with as between the relevant Issuer and any other person),
	 
	 	 	PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these
presents shall only be made subject to any applicable laws and regulations.











 



22

	 	 	Without prejudice to this Clause 10, if the Trustee holds any moneys which represent
principal or interest in respect of Notes, Receipts or Coupons issued by the relevant
Issuer which have become void or in respect of which claims have been prescribed under
Condition 9, the Trustee will hold such moneys on the above trusts.
	 
	11.	 	NOTICE OF PAYMENTS
	 
	 	 	THE Trustee shall give notice to the relevant Noteholders in accordance with Condition 14 of
the day fixed for any payment to them under Clause 10. Such payment may be made in
accordance with Condition 6 and any payment so made shall be a good discharge to the
Trustee.
	 
	12.	 	INVESTMENT BY TRUSTEE
	 
	(A)	 	IF the amount of the moneys at any time available for the payment of principal and interest
in respect of the Notes issued by the relevant Issuer under Clause 10 shall be less than 10
per cent. of the nominal amount of the Notes issued by such Issuer then outstanding the
Trustee may at its discretion invest such moneys in some or one of the investments authorised
below. The Trustee at its discretion may vary such investments and may accumulate such
investments and the resulting income until the accumulations, together with any other funds
for the time being under the control of the Trustee and available for such purpose, amount to
at least 10 per cent. of the nominal amount of the Notes issued by such Issuer then
outstanding and then such accumulations and funds shall be applied under Clause 10.
	 
	(B)	 	Any moneys which under the trusts of these presents ought to or may be invested by the
Trustee may be invested in the name or under the control of the Trustee in any investments for
the time being authorised by English law for the investment by trustees of trust moneys or in
any other investments whether similar to the aforesaid or not which may be selected by the
Trustee or by placing the same on deposit in the name or under the control of the Trustee at
such bank or other financial institution and in such currency as the Trustee may think fit.
If that bank or institution is the Trustee or a Subsidiary, holding or associated company of
the Trustee, it need only account for an amount of interest equal to the amount of interest
which would, at then current rates, be payable by it on such a deposit to an independent
customer. The Trustee may at any time vary any such investments for or into other investments
or convert any moneys so deposited into any other currency and shall not be responsible for
any loss resulting from any such investments or deposits, whether due to depreciation in
value, fluctuations in exchange rates or otherwise.
	 
	13.	 	PARTIAL PAYMENTS
	 
	 	 	UPON any payment under Clause 10 (other than payment in full against surrender of a Note,
Receipt or Coupon) the Note, Receipt or Coupon in respect of which such payment is made
shall be produced to the Trustee or the Paying Agent by or through whom such payment is made
(except in the case of a NGN) and the Trustee shall or shall cause such Paying Agent to
enface thereon a memorandum of the amount and the date of payment but the Trustee may in any
particular case dispense with such production and enfacement upon such indemnity being given
as it shall think sufficient.
	 
	14.	 	COVENANTS
	 
	(A)	 	EACH of the relevant Obligors covenants with the Trustee that, so long as any of the Notes
remains outstanding it shall:






	 	(i)	 	at all times carry on and conduct its affairs in a proper and efficient manner;










 



23


	 	(ii) 	 	so far as permitted by applicable law, give or procure to be given to the
Trustee such opinions, certificates, information and evidence as it shall reasonably
require and in such form as it shall reasonably require (including without limitation
the procurement of all such certificates called for by the Trustee pursuant to Clause
16(C)) for the purpose of the discharge or exercise of the duties, trusts, powers,
authorities and discretions vested in it under these presents or by operation of law;
	 
	 	(iii)	 	cause to be prepared in respect of each financial accounting period audited
accounts in such form as will comply with the Companies Act 1985 of Great Britain;
	 
	 	(iv)	 	at all times keep proper books of account and allow the Trustee and any person
appointed by the Trustee to whom it shall have no reasonable objection free access to
such books of account at all reasonable times during normal business hours upon giving
prior notice provided that an Event of Default has occurred or the Trustee certifies in
writing to the relevant Issuer that it has reasonable grounds to believe that an Event
of Default or a Potential Event of Default has occurred, might have occurred or is
about to occur and such access is permitted by applicable law;
	 
	 	(v)	 	send to the Trustee (in addition to any copies to which it may be entitled as a
holder of any securities of any of the relevant Obligors) two copies in English of
every balance sheet, profit and loss account, report, circular and notice of general
meeting issued or sent to holders of its publicly held securities as soon as
practicable after the issue or publication thereof;
	 
	 	(vi)	 	upon becoming aware thereof forthwith give notice in writing to the Trustee of
the happening of any Event of Default or any Potential Event of Default or of the
coming into existence of any Security which would require any security to be given to
the Notes pursuant to Condition 4;
	 
	 	(vii)	 	give to the Trustee (a) within 14 days after demand by the Trustee therefor
and (b) (without the necessity for any such demand) promptly after the publication of
its audited accounts in respect of each financial year commencing with the financial
year ending 1st January, 2000 and in any event not later than 180 days after the end of
each such financial year a certificate signed by two Directors of each of the relevant
Obligors to the effect that as at a date not more than seven days before delivering
such certificate (the “relevant certification date”) there did not exist and had not
existed since the relevant certification date of the previous certificate (or in the
case of the first such certificate the date hereof) any Event of Default or any
Potential Event of Default (or if such exists or existed specifying the same);
	 
	 	(viii)	 	so far as permitted by law, at all times execute all such further documents and do
all such acts and things as may in the reasonable opinion of the Trustee be necessary
at any time or times to give effect to the terms and conditions of these presents;
	 
	 	(ix)	 	at all times maintain an Agent, other Paying Agents, a Calculation Agent and
Reference Banks in accordance with the Conditions;
	 
	 	(x)	 	use its best endeavours to maintain the listing on the relevant Stock Exchange
of those of the Notes which are listed on the relevant Stock Exchange or, if it is
unable to do so
having used its best endeavours or if the Trustee considers that the maintenance of
such listing is unduly onerous whether as a result of the implementation of the EU
Transparency Directive (directive 2004/109/EC of the European Parliament and of the
Council on the Harmonisation of Transparency Requirements in relation to information
about issuers whose securities are admitted to trading on a regulated market) or
otherwise, the relevant Issuer and (where applicable) the relevant Guarantors may
cease to maintain such listing provided that it 










 



24


	 	 	 	shall use its best endeavours
promptly to obtain and maintain a listing of such Notes on such other stock exchange
or exchanges or securities market or markets on which it is then accepted in the
sphere of international issues of debt securities to list securities such as the
Notes as the relevant Issuer and (where applicable) the relevant Guarantors may
(with the approval of the Trustee (which approval of the Trustee may only be given
if the Trustee has received confirmation from the relevant Dealer(s) in respect of
such Notes that such other stock exchange or exchanges or securities market or
markets is so accepted)) decide. Upon obtaining a listing of such Notes issued by
it on such other stock exchange or exchanges or securities market or markets enter
into a trust deed supplemental to this Trust Deed to effect such consequential
amendments to these presents as the Trustee may require or as shall be requisite to
comply with the requirements of any such stock exchange or securities market;
	 
	 	(xi)	 	procure that the Agent gives notice to the Noteholders in accordance with
Condition 14 of any appointment, resignation or removal of any Agent, Calculation
Agent, Reference Bank or other Paying Agent (other than the appointment of the initial
Agent, Calculation Agent, Reference Banks and other Paying Agents) after having
obtained the prior written approval of the Trustee thereto or any change of any Paying
Agent’s or Reference Bank’s specified office;
	 
	 	(xii)	 	obtain the prior written approval of the Trustee to, and, as soon as
reasonably practicable after the giving thereof, give to the Trustee two copies of, the
form of every notice given to the holders of any Notes issued by it in accordance with
Condition 14 (such approval, unless so expressed, not to constitute approval for the
purposes of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) of a
communication within the meaning of Section 21 of the FSMA);
	 
	 	(xiii)	 	if payments of principal or interest in respect of the Notes or the relative Receipts
or Coupons by any of the relevant Obligors shall become subject generally to the taxing
jurisdiction of any territory or any political sub-division or any authority thereof or
therein having power to tax other than or in addition to the United Kingdom or any
political sub-division or any authority thereof or therein having power to tax,
immediately upon becoming aware thereof notify the Trustee in writing of such event and
(unless the Trustee otherwise agrees) enter forthwith into a trust deed supplemental to
this Trust Deed, in form and manner satisfactory to the Trustee, such supplemental
trust deed to modify Condition 8 and, if applicable, Condition 7(b) so that, in
substitution for (or, as the case may be, addition to) the references in those
Conditions to the United Kingdom or any political sub-division or any authority thereof
or therein having power to tax, such Conditions make reference to that other or
additional territory or any political sub-division or any authority thereof or therein
having power to tax to whose taxing jurisdiction such payments shall have become
subject as aforesaid;
	 
	 	(xiv)	 	comply with and perform all its obligations under the Agency Agreement and use
all reasonable endeavours to procure that the Agent and the other Paying Agents comply
with and perform all their respective obligations thereunder and any notice given by
the Trustee pursuant to Clause 2(C)(i) and that the Calculation Agent complies with and
performs all its obligations under the Calculation Agency Agreement and not make any
amendment to the Agency Agreement or the Calculation Agency Agreement without the
prior written approval of the Trustee;
	 
	 	(xv)	 	in order to enable the Trustee to ascertain the nominal amount of the Notes of
each Series for the time being outstanding for any of the purposes referred to in the
proviso to the definition of “outstanding” in Clause 1, deliver to the Trustee as soon
as practicable upon being so requested in writing by the Trustee a certificate in
writing 










 



25


	 	 	 	signed by two Directors of the relevant Issuer or two Directors of a relevant
Guarantor (as appropriate), setting out the total number and aggregate nominal amount
of the Notes of each Series issued by such Issuer which: (a) up to and including the
date of such certificate have been purchased by the relevant Issuer, a relevant
Guarantor or any Subsidiary or Holding Company of the relevant Issuer or a relevant
Guarantor and cancelled; and (b) are at the date of such certificate held by, for the
benefit of, or on behalf of, the relevant Issuer, a relevant Guarantor or any
Subsidiary or Holding Company of the relevant Issuer or a relevant Guarantor;
	 
	 	(xvi)	 	if, in accordance with the provisions of the Conditions, interest in respect
of the Notes becomes payable at the specified office of any Paying Agent in the United
States of America promptly give notice thereof to the relative Noteholders in
accordance with Condition 14;
	 
	 	(xvii)	 	use all reasonable endeavours to procure that Euroclear and/or Clearstream,
Luxembourg (as the case may be) issue(s) any certificate or other document requested by
the Trustee under Clause 3(E) as soon as practicable after such request;
	 
	 	(xviii)	 	promptly provide the Trustee with copies of all supplements and/or amendments and/or
restatements of the Programme Agreement; and
	 
	 	(xix)	 	use all reasonable endeavours to procure that Euroclear and/or Clearstream,
Luxembourg (as the case may be) issue(s) any record, certificate or other document
requested by the Trustee under Clause 16(W) or otherwise as soon as practicable after
such request.






	 	 	PROVIDED that neither the relevant Issuer nor a relevant Guarantor shall be under any
obligation to supply any information to the Trustee the supply of which would, in the
reasonable opinion of the relevant Issuer or, as the case may be, such relevant Guarantor,
be contrary to any confidentiality obligation or law or regulation binding on the relevant
Issuer or, as the case may be, such relevant Guarantor or any affiliate of the relevant
Issuer or, as the case may be, such relevant Guarantor or inside information (within the
meaning of the Part V of the Criminal Justice Act 1993) unless the Trustee shall have
certified in writing to the relevant Issuer or, as the case may be, such relevant Guarantor
that:






	 	(i)	 	it has reasonable grounds to believe that an Event of Default or Potential
Event of Default has occurred, might have occurred or is about to occur; and
	 
	 	(ii)	 	the disclosure of any such information is, in the reasonable opinion of the
Trustee, necessary for the purpose of protecting the interests of the Noteholders under
these presents,






	 	 	and provided that any such disclosure to the Trustee would not breach any law or regulation
binding on the relevant Issuer or, as the case may be, such relevant Guarantor or any
affiliate of the relevant Issuer or, as the case may be, such relevant Guarantor.






	15.	 	REMUNERATION AND INDEMNIFICATION OF TRUSTEE
	 
	(A)	 	THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of
these presents such amount as shall be agreed from time to time between the relevant Issuer
and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority
to payments to Noteholders, Receiptholders and Couponholders) up to and including the date
when, all the Notes having become due for redemption, the redemption moneys and interest
thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED 










 



26


	 	 	THAT if
upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due
in respect thereof is improperly withheld or refused, remuneration will commence again to
accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made.
	 
	(B)	 	In the event of the occurrence of an Event of Default or a Potential Event of Default or the
Trustee considering it expedient or necessary or being requested by any of the relevant
Obligors to undertake duties which the Trustee and the relevant Issuer agree to be of an
exceptional nature or otherwise outside the scope of the normal duties of the Trustee under
these presents the relevant Issuer shall pay to the Trustee such additional remuneration as
shall be agreed between them.
	 
	(C)	 	The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any
value added tax or similar tax properly chargeable in respect of its remuneration under these
presents.
	 
	(D)	 	In the event of the Trustee and the relevant Issuer failing to agree:






	 	(1)	 	(in a case to which sub-clause (A) above applies) upon the amount of the
remuneration; or
	 
	 	(2)	 	(in a case to which sub-clause (B) above applies) upon whether such duties
shall be of an exceptional nature or otherwise outside the scope of the normal duties
of the Trustee under these presents, or upon such additional remuneration,






	 	 	such matters shall be determined by a merchant or investment bank (acting as an expert and
not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or,
failing such approval, nominated (on the application of the Trustee) by the President for
the time being of The Law Society of England and Wales (the expenses involved in such
nomination and the fees of such merchant or investment bank being payable by the relevant
Issuer and the Trustee in equal shares) and the determination of any such merchant or
investment bank shall be final and binding upon the Trustee and the relevant Issuer.
	 
	(E)	 	The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly
and reasonably incurred by the Trustee in relation to the preparation and execution of, the
exercise of its powers and the performance of its duties under, and in any other manner in
relation to, these presents, including but not limited to travelling expenses and any stamp,
issue, registration, documentary and other taxes or duties paid or payable by the Trustee in
connection with any action properly and reasonably taken or contemplated by or on behalf of
the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in
relation to, these presents.
	 
	(F)	 	All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by
the relevant Issuer on the date specified in a demand by the Trustee and in the case of
payments actually made by the Trustee prior to such demand shall (if not paid within three
days after such demand and the Trustee so requires) carry interest at the rate of one per
cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from
the date specified in such demand, and in all other cases shall carry interest at such rate
from the date
    30 days after the date of the same being demanded or (where the demand specifies that
payment be made on an earlier date) from such earlier date specified in such demand. All
unpaid remuneration due and payable to the Trustee shall carry interest at such rate from
the due date therefor.
	 
	(G)	 	Unless otherwise specifically stated in any discharge of these presents the provisions of
this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such
discharge.











 



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	(H)	 	The Trustee shall be entitled in its absolute discretion to determine in respect of which
Series of Notes any Liabilities incurred under these presents have been incurred or to
allocate any such Liabilities between the Notes of any Series.
	 
	(I)	 	The Trustee shall wherever practicable give prior notice to the relevant Issuer of any
Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee
in the lawful exercise of the powers conferred on it by these presents so as to afford the
relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself
putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the
Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such
Liabilities under this Clause 15.
	 
	(J)	 	In relation to any payment by the Trustee of any Liabilities incurred under these presents,
the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with
evidence of the date of such payment in the form of a receipted invoice or in such other form
as shall be reasonably satisfactory to the Issuer.
	 
	16.	 	SUPPLEMENT TO TRUSTEE ACTS
	 
	 	 	SECTION 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation
to the trusts constituted by these presents. Where there are any inconsistencies between
the Trustee Acts and the provisions of these presents, the provisions of these presents
shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with
the Trustee Act 2000, the provisions of these presents shall constitute a restriction or
exclusion for the purposes of that Act. The Trustee shall have all the powers conferred upon
trustees by the Trustee Acts and by way of supplement thereto it is expressly declared as
follows:






	 	(A)	 	The Trustee may in relation to these presents act on the advice or opinion of
or any information obtained from any lawyer, valuer, accountant, surveyor, banker,
broker, auctioneer or other expert whether obtained by any of the relevant Obligors,
the Trustee or otherwise and shall not be responsible for any Liability occasioned by
so acting. The Trustee may rely, without liability to the Noteholders, Receiptholders
or Couponholders, on any certificate or report prepared by the Auditors pursuant to
these presents whether or not addressed to the Trustee.
	 
	 	(B)	 	Any such advice, opinion or information may be sent or obtained by letter,
telex, telegram, facsimile transmission or cable and the Trustee shall not be liable
for acting in good faith on any advice, opinion or information purporting to be
conveyed by any such letter, telex, telegram, facsimile transmission or cable although
the same shall contain some error or shall not be authentic provided that such error or
lack of authenticity shall not be manifest.
	 
	 	(C)	 	The Trustee may call for and shall be at liberty to accept as sufficient
evidence of any fact or matter or the expediency of any transaction or thing a
certificate signed by any two Directors of the relevant Issuer or by any two Directors
of a relevant Guarantor, and the Trustee shall not be bound in any such case to call
for further evidence or be
responsible for any Liability that may be occasioned by it or any other person
acting on such certificate.
	 
	 	(D)	 	The Trustee shall be at liberty to hold or to place these presents and any
other documents relating thereto or to deposit them in any part of the world with any
banker or banking company or company whose business includes undertaking the safe
custody of documents or lawyer or firm of lawyers considered by the Trustee to be of
good repute and the Trustee shall not be responsible for or required to insure 










 



28


	 	 	 	against
any Liability incurred in connection with any such holding or deposit and may pay all
sums required to be paid on account of or in respect of any such deposit.
	 
	 	(E)	 	The Trustee shall not be responsible for the receipt or application of the
proceeds of the issue of any of the Notes by the relevant Issuer, the exchange of any
Global Note for another Global Note or Definitive Notes or the delivery of any Global
Note or Definitive Notes to the person(s) entitled to it or them.
	 
	 	(F)	 	The Trustee shall not be bound to give notice to any person of the execution of
any documents comprised or referred to in these presents or to take any steps to
ascertain whether any Event of Default or any Potential Event of Default has occurred
and, until it shall have actual knowledge or express notice pursuant to these presents
to the contrary, the Trustee shall be entitled to assume that no Event of Default or
Potential Event of Default has occurred and that each of the relevant Obligors is
observing and performing all its obligations under these presents.
	 
	 	(G)	 	Save as expressly otherwise provided in these presents, the Trustee shall have
absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts,
powers, authorities and discretions under these presents (the exercise or non-exercise
of which as between the Trustee and the Noteholders, the Receiptholders and
Couponholders shall be conclusive and binding on the Noteholders, the Receiptholders
and Couponholders) and shall not be responsible for any Liability which may result from
their exercise or non-exercise.
	 
	 	(H)	 	The Trustee shall not be liable to any person by reason of having acted upon
any Extraordinary Resolution in writing or any Extraordinary Resolution or other
resolution purporting to have been passed at any meeting of the holders of Notes of all
or any Series in respect whereof minutes have been made and signed even though
subsequent to its acting it may be found that there was some defect in the constitution
of the meeting or the passing of the resolution, (in the case of an Extraordinary
Resolution in writing) that not all such holders had signed the Extraordinary
Resolution or that for any reason the resolution was not valid or binding upon such
holders and the relative Receiptholders and Couponholders.
	 
	 	(I)	 	The Trustee shall not be liable to any person by reason of having accepted as
valid or not having rejected any Note, Receipt or Coupon purporting to be such and
subsequently found to be forged or not authentic provided that such forgery or lack of
authenticity shall not be manifest.
	 
	 	(J)	 	Without prejudice to the right of indemnity by law given to trustees, each of
the relevant Obligors shall indemnify the Trustee and every Appointee and keep it or
him indemnified against all Liabilities to which it or he may be or become subject or
which may be properly and reasonably incurred by it or him in the execution or
purported execution of any of its or his trusts, powers, authorities and discretions
under these presents or its or his functions under any such appointment or in respect
of any other matter or thing done or omitted in any way relating to these presents or
any such appointment.
	 
	 	(K)	 	Any consent or approval given by the Trustee for the purposes of these presents
may be given on such terms and subject to such conditions (if any) as the Trustee
thinks fit and notwithstanding anything to the contrary in these presents may be given
retrospectively.
	 
	 	(L)	 	The Trustee shall not (unless and to the extent ordered so to do by a court of
competent jurisdiction) disclose to any Noteholder, Receiptholder or Couponholder any
information (including, without limitation, information of a confidential, 










 



29


	 	 	 	financial or
price sensitive nature) made available to the Trustee by any of the relevant Obligors
or any other person in connection with the trusts of these presents unless, after prior
consultation with the relevant Issuer if the Trustee considers this reasonably
practicable, the Trustee shall certify that failure so to disclose would be materially
prejudicial to the interests of the Noteholders and such disclosure is permitted by
applicable law and (in the absence of such certification and permission) no Noteholder,
Receiptholder or Couponholder shall be entitled to take any action to obtain from the
Trustee any such information.
	 
	 	(M)	 	Where it is necessary or desirable for any purpose in connection with these
presents to convert any sum from one currency to another it shall (unless otherwise
provided by these presents or required by law) be converted at such rate or rates, in
accordance with such method and as at such date for the determination of such rate of
exchange, as may be agreed by the Trustee in consultation with the relevant Issuer and
any rate, method and date so agreed shall be binding on the relevant Obligors, the
Noteholders, the Receiptholders and the Couponholders.
	 
	 	(N)	 	The Trustee as between itself and the Noteholders, the Receiptholders and the
Couponholders may determine all questions and doubts arising in relation to any of the
provisions of these presents. Every such determination, whether or not relating in
whole or in part to the acts or proceedings of the Trustee, shall be conclusive and
shall bind the Trustee and the Noteholders, the Receiptholders and the Couponholders.
	 
	 	(O)	 	In connection with the exercise by it of any of its trusts, powers, authorities
or discretions under these presents (including, without limitation, any modification,
waiver, authorisation, determination or substitution), the Trustee shall have regard to
the general interests of the Noteholders as a class but shall not have regard to any
interests arising from circumstances particular to individual Noteholders,
Receiptholders or Couponholders (whatever their number) and, in particular but without
limitation, shall not have regard to the consequences of such exercise for individual
Noteholders, Receiptholders or Couponholders (whatever their number) resulting from
their being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory or any political sub-division
thereof and the Trustee shall not be entitled to require, nor shall any Noteholder,
Receiptholder or Couponholder be entitled to claim, from the relevant Obligors, the
Trustee or any other person any indemnification or payment in respect of any tax
consequence of any such exercise upon individual Noteholders, the Receiptholders or
Couponholders except to the extent already provided for in Condition 8 and/or any
undertaking given in addition thereto or in substitution therefor under these presents.
	 
	 	(P)	 	Any trustee of these presents being a lawyer, accountant, broker or other
person engaged in any profession or business shall be entitled to charge and be paid
all usual and proper professional and other charges for business transacted and acts
done by him or his firm in connection with the trusts of these presents and also his
reasonable charges in addition to disbursements for all other work and business done
and all time spent by him or his firm in connection with matters arising in connection
with these presents.
	 
	 	(Q)	 	The Trustee may (upon prior notification to, and after prior consultation with,
the relevant Issuer where the Trustee considers such consultation to be reasonably
practicable) whenever it thinks fit delegate by power of attorney or otherwise to any
person or persons or fluctuating body of persons (whether being a joint trustee of
these presents or not) all or any of its trusts, powers, authorities and discretions
vested in the Trustee by these presents. Such delegation may be made upon such terms

















 





30





	 	 	 	(including power to sub-delegate) and subject to such conditions and regulations as
the Trustee may in the interests of the Noteholders think fit. Provided that the
Trustee shall have exercised reasonable care in the selection of any such delegate,
the Trustee shall not be under any obligation to supervise the proceedings or acts
of any such delegate or sub-delegate or be in any way responsible for any Liability
incurred by reason of any misconduct or default on the part of any such delegate or
sub-delegate. The Trustee shall within a reasonable time after any such delegation
or any renewal, extension or termination thereof give notice thereof to the relevant
Issuer.
	 
	 	(R)	 	The Trustee may in the conduct of the trusts of these presents (upon prior
notification to, and after prior consultation with, the relevant Issuer where the
Trustee considers such consultation to be reasonably practicable) instead of acting
personally employ and pay an agent (whether being a lawyer or other professional
person) to transact or conduct, or concur in transacting or conducting, any business
and to do, or concur in doing, all acts required to be done in connection with these
presents (including the receipt and payment of money). Provided that the Trustee shall
have exercised reasonable care in the selection of any such agent, the Trustee shall
not be in any way responsible for any Liability incurred by reason of any misconduct or
default on the part of any such agent or be bound to supervise the proceedings or acts
of any such agent.
	 
	 	(S)	 	The Trustee shall not be responsible to any person for failing to request,
require or receive any legal opinion relating to any Notes or for checking or
commenting upon the content of any such legal opinion.
	 
	 	(T)	 	The Trustee shall not be concerned, and need not enquire, as to whether or not
any Notes are issued in breach of the Programme Limit.
	 
	 	(U)	 	The Trustee shall not be liable to any person by reason of having accepted as
valid or not having rejected any document and/or evidence and/or information and/or
certification purporting to be issued or given by Euroclear and/or Clearstream,
Luxembourg whether pursuant to Clause 3(E) or otherwise and subsequently found to be
forged or not authentic.
	 
	 	(V)	 	Any certificate or report of the Auditors or any other person called for by or
provided to the Trustee in accordance with or for the purposes of these presents may be
relied upon by the Trustee as sufficient evidence of the facts stated therein whether
or not such certificate or report and/or any engagement letter or other document
entered into by the Trustee in connection therewith contains a monetary or other limit
on the liability of the Auditors or such other person in respect thereof. However, the
Trustee will have no recourse to the Auditors in respect of such certificates or
reports unless the Auditors have agreed to address such certificates or reports to the
Trustees.
	 
	 	(W)	 	The Trustee may call for and shall rely on any records, certificate or other
document of or to be issued by Euroclear or Clearstream, Luxembourg in relation to any
determination of the principal amount of Notes represented by a NGN. Any such records,
certificate or other document shall be conclusive and binding for all purposes. The
Trustee shall not be liable to any person by reason of having accepted as valid or not
having rejected any such records, certificate or other document to such effect
purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found
to be forged or not authentic.






	17.	 	TRUSTEE’S LIABILITY
	 
	 	 	NOTHING in these presents shall in any case in which the Trustee has failed to show the
degree of care and diligence required of it as trustee having regard to the provisions of
these










 



31


	 	 	presents conferring on it any trusts, powers, authorities or discretions exempt the
Trustee from or indemnify it against any liability for breach of trust or any liability
which by virtue of any rule of law would otherwise attach to it in respect of any
negligence, default, breach of duty or breach of trust of which it may be guilty in relation
to its duties under these presents.
	 
	18.	 	TRUSTEE CONTRACTING WITH THE RELEVANT OBLIGORS
	 
	 	 	NEITHER the Trustee (which for the purpose of this Clause shall include the Holding Company
of any corporation acting as trustee hereof or any Subsidiary of such Holding Company) nor
any director or officer or Holding Company, Subsidiary or associated company of a
corporation acting as a trustee under these presents shall by reason of its or his fiduciary
position be in any way precluded from:






	 	(i)	 	entering into or being interested in any contract or financial or other
transaction or arrangement with any of the relevant Obligors or any person or body
corporate associated with any of the relevant Obligors (including without limitation
any contract, transaction or arrangement of a banking or insurance nature or any
contract, transaction or arrangement in relation to the making of loans or the
provision of financial facilities or financial advice to, or the purchase, placing or
underwriting of or the subscribing or procuring subscriptions for or otherwise
acquiring, holding or dealing with, or acting as paying agent in respect of, the Notes
or any other notes, bonds, stocks, shares, debenture stock, debentures or other
securities of, any of the relevant Obligors or any person or body corporate associated
as aforesaid); or
	 
	 	(ii)	 	accepting or holding the trusteeship of any other trust deed constituting or
securing any other securities issued by or relating to any of the relevant Obligors or
any such person or body corporate so associated or any other office of profit under any
of the relevant Obligors or any such person or body corporate so associated,






	 	 	and each shall be entitled to exercise and enforce its rights, comply with its obligations
and perform its duties under or in relation to any such contract, transaction or arrangement
as is referred to in (i) above or, as the case may be, any such trusteeship or office of
profit as is referred to in (ii) above without regard to the interests of the Noteholders
and notwithstanding that the same may be contrary or prejudicial to the interests of the
Noteholders and shall not be responsible for any Liability occasioned to the Noteholders
thereby and shall be entitled to retain and shall not be in any way liable to account for
any profit made or share of brokerage or commission or remuneration or other amount or
benefit received thereby or in connection therewith.
	 
	 	 	Where any holding company, Subsidiary or associated company of the Trustee or any director
or officer of the Trustee acting other than in his capacity as such a director or officer
has any information, the Trustee shall not thereby be deemed also to have knowledge of such
information and, unless it shall have actual knowledge of such information, shall not be
responsible for any loss suffered by Noteholders resulting from the Trustee’s failing to
take such information into account in acting or refraining from acting under or in relation
to these presents.
	 
	19.	 	WAIVER, AUTHORISATION AND DETERMINATION
	 
	(A)	 	THE Trustee may without the consent or sanction of the Noteholders, the Receiptholders or the
Couponholders and without prejudice to its rights in respect of any subsequent breach, Event
of Default or Potential Event of Default from time to time and at any time but only if and in so far as in its opinion the interests of the Noteholders shall not be materially
prejudiced thereby waive or authorise any breach or proposed breach by any of the relevant
Obligors of any of the covenants or provisions contained in these presents or determine that
any Event of Default or Potential Event of Default shall not be treated as such for the










 



32


	 	 	purposes of these presents PROVIDED ALWAYS THAT the Trustee shall not exercise any powers
conferred on it by this Clause in contravention of any express direction given by
Extraordinary Resolution or by a request under Condition 10 but so that no such direction or
request shall affect any waiver, authorisation or determination previously given or made.
Any such waiver, authorisation or determination may be given or made on such terms and
subject to such conditions (if any) as the Trustee may determine, shall be binding on the
Noteholders, the Receiptholders and the Couponholders and, if, but only if, the Trustee
shall so require, shall be notified by the relevant Issuer to the Noteholders in accordance
with Condition 14 as soon as practicable thereafter.
	 
	 	 	MODIFICATION
	 
	(B)	 	The Trustee may without the consent or sanction of the Noteholders, the Receiptholders or the
Couponholders at any time and from time to time concur with the relevant Obligors in making
any modification (i) to these presents (other than the proviso to paragraph 5 of the Third
Schedule or any matters referred to in that proviso) which in the opinion of the Trustee it
may be proper to make PROVIDED THAT the Trustee is of the opinion that such modification will
not be materially prejudicial to the interests of the Noteholders or (ii) to these presents if
in the opinion of the Trustee such modification is of a formal, minor or technical nature or
to correct a manifest error or to comply with mandatory provisions of applicable law. Any
such modification may be made on such terms and subject to such conditions (if any) as the
Trustee may determine, shall be binding upon the Noteholders, the Receiptholders and the
Couponholders and, unless the Trustee agrees otherwise, shall be notified by the relevant
Issuer to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.
	 
	 	 	BREACH
	 
	(C)	 	Any breach of or failure to comply with any such terms and conditions as are referred to in
sub-clauses (A) and (B) of this Clause shall constitute a default by the relevant Issuer or,
as the case may be, a relevant Guarantor in the performance or observance of a covenant or
provision binding on it under or pursuant to these presents.
	 
	20.	 	HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER
	 
	(A)	 	WHEREVER in these presents the Trustee is required or entitled to exercise a power, trust,
authority or discretion under these presents, except as ordered by a court of competent
jurisdiction or as required by applicable law, the Trustee shall, notwithstanding that it may
have express notice to the contrary, assume that each Noteholder is the holder of all Receipts
and Coupons appertaining to each Definitive Note of which he is the holder.
	 
	 	 	NO NOTICE TO RECEIPTHOLDERS OR COUPONHOLDERS
	 
	(B)	 	Neither the Trustee nor the relevant Issuer shall be required to give any notice to the
Receiptholders or Couponholders for any purpose under these presents and the Receiptholders or
Couponholders shall be deemed for all purposes to have notice of the contents of any notice
given to the holders of Definitive Notes in accordance with Condition 14.
	 
	21.	 	CURRENCY INDEMNITY
	 
	 	 	EACH of the relevant Obligors shall severally indemnify the Trustee, every Appointee, the
Noteholders, the Receiptholders and the Couponholders and keep them indemnified against:






	 	(a)	 	any loss or damage incurred by any of them arising from the non-payment by any
of the relevant Obligors of any amount due to the Trustee or the holders of the Notes
issued by the relevant Issuer and the relative Receiptholders or Couponholders under










 



33


	 	 	 	these presents by reason of any variation in the rates of exchange between those used
for the purposes of calculating the amount due under a judgment or order in respect
thereof and those prevailing at the date of actual payment by such relevant Obligors;
and
	 
	 	(b)	 	any deficiency arising or resulting from any variation in rates of exchange
between (i) the date as of which the local currency equivalent of the amounts due or
contingently due under these presents (other than this Clause) is calculated for the
purposes of any bankruptcy, insolvency or liquidation of any of the relevant Obligors
and (ii) the final date for ascertaining the amount of claims in such bankruptcy,
insolvency or liquidation. The amount of such deficiency shall be deemed not to be
reduced by any variation in rates of exchange occurring between the said final date and
the date of any distribution of assets in connection with any such bankruptcy,
insolvency or liquidation.






	 	 	The above indemnities shall constitute obligations of the relevant Obligors separate and
independent from their other obligations under the other provisions of these presents and
shall apply irrespective of any indulgence granted by the Trustee or the Noteholders, the
Receiptholders or the Couponholders from time to time and shall continue in full force and
effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy,
insolvency or liquidation of any of the relevant Obligors for a liquidated sum or sums in
respect of amounts due under these presents (other than this Clause). Any such deficiency
as aforesaid shall be deemed to constitute a loss suffered by the Noteholders, the
Receiptholders and the Couponholders and no proof or evidence of any actual loss shall be
required by such relevant Obligor or its liquidator or liquidators.
	 
	 	 	If the amount receivable by the Trustee or the Noteholders, Receiptholders or Couponholders
if converted on the relevant date for payment into the relevant currency of payment would
yield a sum in excess of that due in such relevant currency of payment, the Trustee shall
hold such excess to the order of the relevant Issuer or, as the case may be, the other
person making payment.






	22.	 	NEW TRUSTEE
	 
	(A)	 	THE power to appoint a new trustee of these presents shall be vested in the Issuers jointly
but no person shall be appointed who shall not previously have been approved by an
Extraordinary Resolution. One or more persons may hold office as trustee or trustees of these
presents but such trustee or trustees shall be or include a Trust Corporation. Whenever there
shall be more than two trustees of these presents the majority of such trustees shall be
competent to execute and exercise all the duties, powers, trusts, authorities and discretions
vested in the Trustee by these presents provided that a Trust Corporation shall be included in
such majority. Any appointment of a new trustee of these presents shall as soon as
practicable thereafter be notified by the Issuers to the Agent and the Noteholders.
	 
	 	 	SEPARATE AND CO-TRUSTEES
	 
	(B)	 	Notwithstanding the provisions of sub-clause (A) above, the Trustee may, upon giving prior
written notice to, and after prior consultation with, all the relevant Obligors where the
Trustee considers such consultation to be reasonably practicable but without the consent of
the relevant Obligors, the Noteholders, the Receiptholders or the Couponholders), appoint any
person established or resident in any jurisdiction (whether a Trust Corporation or not) to act
either as a separate trustee or as a co-trustee jointly with the Trustee:






	 	(i)	 	if the Trustee considers such appointment to be in the interests of the
Noteholders;










 



34


	 	(ii)	 	for the purposes of conforming to any legal requirements, restrictions or
conditions in any jurisdiction in which any particular act or acts is or are to be
performed; or
	 
	 	(iii)	 	for the purposes of obtaining a judgment in any jurisdiction or the
enforcement in any jurisdiction of either a judgment already obtained or any of the
provisions of these presents against any of the relevant Obligors.






	 	 	The relevant Issuer irrevocably appoints the Trustee to be its attorney in its name and on
its behalf to execute any such instrument of appointment. Such a person shall (subject
always to the provisions of these presents) have such trusts, powers, authorities and
discretions (not exceeding those conferred on the Trustee by these presents) and such duties
and obligations as shall be conferred or imposed by the instrument of appointment. The
Trustee shall have power in like manner to remove any such person. Such reasonable
remuneration as the Trustee may pay to any such person, together with any attributable
costs, charges and expenses properly and reasonably incurred by it in performing its
function as such separate trustee or co-trustee, shall for the purposes of these presents be
treated as costs, charges and expenses incurred by the Trustee.
	 
	23.	 	TRUSTEE’S RETIREMENT AND REMOVAL
	 
	 	 	A trustee of these presents may retire at any time on giving not less than three months’
prior written notice to the Issuers without giving any reason and without being responsible
for any Liabilities incurred by reason of such retirement. The Noteholders shall have the
power exercisable by Extraordinary Resolution to remove any trustee or trustees for the time
being of these presents. The Issuers jointly undertake that in the event of the only
trustee of these presents which is a Trust Corporation giving notice under this Clause or
being removed by Extraordinary Resolution they will use all reasonable endeavours to procure
that a new trustee of these presents being a Trust Corporation is appointed as soon as
reasonably practicable thereafter. The retirement or removal of any such trustee shall not
become effective until a successor trustee being a Trust Corporation is appointed.
	 
	24.	 	TRUSTEE’S POWERS TO BE ADDITIONAL
	 
	 	 	THE powers conferred upon the Trustee by these presents shall be in addition to any powers
which may from time to time be vested in the Trustee by the general law or as a holder of
any of the Notes, Receipts or Coupons.
	 
	25.	 	SUBSTITUTION
	 









	 
	(A) 	 	(1) 	THE Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders,
at any time agree with CSF, CSI and Cadbury Holdings to the substitution in place of CSF or
CSI (or of the previous substitute under this Clause) as the principal debtor under these
presents of (a) another Subsidiary of Cadbury Holdings, (b) any relevant Obligor or its
Successor in Business (in which case the guarantee of such Obligor shall cease and determine),
(c) a Subsidiary of a Holding Company of Cadbury Holdings or its Successor in Business or (d)
a Holding Company of Cadbury Holdings or its Successor in Business (in each of which cases (c) and (d) the guarantee of Cadbury Holdings shall cease and determine if the
Trustee is satisfied that the interests of the Noteholders will not be materially
prejudiced if they became holders of Notes of such Subsidiary or Holding Company
without the benefit of the guarantee of Cadbury Holdings rather than if they were to
remain holders of Notes of CSF or, as the case may be, CSI with the benefit of the
guarantee of Cadbury Holdings (such substituted company being hereinafter called the
“New Company”) provided that a trust deed is executed or some other form of
undertaking is given by the New Company in form and manner satisfactory to the
Trustee, agreeing to be bound by the provisions of these presents with any













 



35




	 
	 	 	 	consequential amendments which the Trustee may deem appropriate as fully as if the
New Company had been named in these presents as the principal debtor in place of CSF
or, as the case may be, CSI (or of the previous substitute under this Clause) and
provided further that, where the New Company is another Subsidiary of Cadbury
Holdings, Cadbury Holdings unconditionally and irrevocably guarantees all amounts
payable under these presents to the satisfaction of the Trustee.







	 	 	(2) 	The following further conditions shall apply to (1) above:






	 	 	(i) 	CSF, CSI, Cadbury Holdings and the New Company shall comply
with such other requirements as the Trustee may direct in the interests of the
Noteholders;
	 
	 		(ii) 	where the New Company is incorporated, domiciled or resident
in, or subject generally to the taxing jurisdiction of, a territory other than
or in addition to the United Kingdom or any political sub-division or any
authority therein or thereof having power to tax, Condition 8 and, if
applicable, Condition 7(b) shall be modified so that, in substitution for (or,
as the case may be, addition to) the references to the United Kingdom or any
political sub-division or any authority therein or thereof having power to tax,
such Conditions make reference to that other or additional territory or any
political sub-division or any authority therein or thereof having power to tax
in which the New Company is incorporated, domiciled or resident or to whose
taxing jurisdiction it is subject;
	 
	 		(iii) 	without prejudice to the rights of reliance of the Trustee
under the immediately following paragraph (iv), the Trustee is satisfied that
the relevant transaction is not materially prejudicial to the interests of the
Noteholders; and
	 
	 		(iv) 	if two Directors of the New Company (or other officers
acceptable to the Trustee) shall certify that the New Company is solvent at the
time at which the relevant transaction is proposed to be effected (which
certificate the Trustee may rely upon absolutely) the Trustee shall not be
under any duty to have regard to the financial condition, profits or prospects
of the New Company or to compare the same with those of CSF or, as the case may
be, CSI or the previous substitute under this Clause as applicable.






	(B) 	 	(1) 	The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders,
at any time agree with Cadbury Holdings to the substitution in place of Cadbury Holdings (or
of any previous substitute under this Clause) as the guarantor under these presents of (a) a
Successor in Business to Cadbury Holdings, (b) a Holding Company of Cadbury Holdings or (c) a
Subsidiary of Cadbury Holdings which is acceptable to the Trustee (such substituted company
being hereinafter called the “New Guarantor”) provided that a trust deed is executed or some
other form of undertaking is given by the New Guarantor in form and manner satisfactory to the
Trustee, agreeing to be bound by the provisions of these presents with any consequential amendments which the Trustee may deem appropriate as fully as
if the New Guarantor had been named in these presents, the guarantor in place of
Cadbury Holdings (or of the previous substitute under this Clause).
	 
	 	 	(2) 	The following further conditions shall apply to (1) above:






	 	 	(i) 	CSF, CSI, Cadbury Holdings and the New Guarantor shall comply
with such other requirements as the Trustee may direct in the interests of the
Noteholders;










 



36


	 	(ii)	 	where the New Guarantor is incorporated, domiciled or resident
in, or subject generally to the taxing jurisdiction of, a territory other than
or in addition to the United Kingdom or any political sub-division or any
authority therein or thereof having power to tax, Condition 8 and, if
applicable, Condition 7(b) shall be modified so that, in substitution for (or,
as the case may be, addition to) the references to the United Kingdom or any
political subdivision or any authority therein or thereof having power to tax,
such Conditions make reference to that other or additional territory or any
political subdivision or any authority therein or thereof having power to tax
in which the New Guarantor is incorporated, domiciled or resident or to whose
taxing jurisdiction it is subject;
	 
	 	(iii)	 	without prejudice to the rights of reliance of the Trustee
under the immediately following paragraph (iv), the Trustee is satisfied that
the relevant transaction is not materially prejudicial to the interests of the
Noteholders; and
	 
	 	(iv)	 	if two Directors of the New Guarantor (or other officers
acceptable to the Trustee) shall certify that the New Guarantor is solvent at
the time at which the relevant transaction is proposed to be effected (which
certificate the Trustee may rely upon absolutely) the Trustee shall not be
under any duty to have regard to the financial condition, profits or prospects
of the New Guarantor or to compare the same with those of Cadbury Holdings or
the previous substitute under this Clause, as applicable.






	(C)	 	Any such trust deed or undertaking shall, if so expressed, operate to release the company
being substituted or the previous substitute as aforesaid from all of its obligations as
principal debtor or guarantor under these presents. As soon as reasonably practicable but in
any event not later than 21 days after the execution of such documents and compliance with
such requirements, the New Company or the New Guarantor, as the case may be shall give notice
thereof in a form previously approved by the Trustee to the Noteholders in the manner provided
in Condition 14. Upon the execution of such documents and compliance with such requirements,
the New Company shall be deemed to be named in these presents as the principal debtor and the
New Guarantor shall be deemed to be named in these presents as a guarantor in place of the
company being substituted (or in place of the previous substitute under this Clause) under
these presents and these presents shall be deemed to be modified in such manner as shall be
necessary to give effect to the above provisions and, without limitation, references in these
presents to the relevant Issuer or, as the case may be, Cadbury Holdings shall, unless the
context otherwise requires, be deemed to be or include references to the New Company or the
New Guarantor, as the case may be.
	 
	26.	 	NOTICES
	 
	 	 	ANY notice or demand to Cadbury Holdings, CSF, CSI or the Trustee required to be given, made
or served for any purposes under these presents shall be given, made or served by sending the same by pre-paid post (first class if inland, first class airmail if overseas)
or facsimile transmission or by delivering it by hand as follows:










 



37







	 	 	 	 	 	 	 
	 

	 	to Cadbury Holdings:
	 	Cadbury House

Sanderson Road

Uxbridge

Middlesex UB8 1DH

England
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(Attention: the Company Secretary)

Facsimile No. 01895 615 001	 	 
	 
	 	 	 	 	 	 
	 

	 	to CSF:
	 	Cadbury House

Sanderson Road

Uxbridge

Middlesex UB8 1DH

England	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(Attention: the Company Secretary)

Facsimile No. 01895 615 001	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Copy to Cadbury Holdings	 	 
	 
	 	 	 	 	 	 
	 

	 	to CSI:
	 	Cadbury House

Sanderson Road

Uxbridge

Middlesex UB8 1DH

England	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(Attention: the Company Secretary)

Facsimile No. 01895 615 001	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Copy to Cadbury Holdings	 	 
	 
	 	 	 	 	 	 
	 

	 	to the Trustee:
	 	Fifth Floor

100 Wood Street

London EC2V 7EX

England	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(Attention: The Manager, Commercial Trusts)

Facsimile No. 020 7696 5261	 	 







		 	or to such other address or facsimile number as shall have been notified (in accordance with
this Clause) to the other parties hereto and any notice or demand sent by post as aforesaid
shall be deemed to have been given, made or served 48 hours in the case of inland post or
five days in the case of overseas post after despatch and any notice or demand sent by
facsimile transmission as aforesaid shall be deemed to have been given, made or served 24
hours after the time of despatch provided that in the case of a notice or demand given by
facsimile transmission such notice or demand shall forthwith be confirmed by post. The
failure of the addressee to receive such confirmation shall not invalidate the relevant
notice or demand given by facsimile transmission.
	 
	27.	 	GOVERNING LAW
	 
	 	 	THESE presents are governed by, and shall be construed in accordance with, English law.










 



38


	28.	 	COUNTERPARTS
	 
	 	 	THIS Trust Deed and any trust deed supplemental hereto may be executed and delivered in any
number of counterparts, all of which, taken together, shall constitute one and the same deed
and any party to this Trust Deed or any trust deed supplemental hereto may enter into the
same by executing and delivering a counterpart.
	 
	29.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 
	 	 	A person who is not a party to this Trust Deed or any trust deed supplemental hereto has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Trust Deed or any trust deed supplemental hereto, but this does not affect any right or
remedy of a third party which exists or is available apart from that Act.




IN WITNESS whereof this Trust Deed has been executed as a deed by Cadbury Holdings, CSF, CSI and
the Trustee and delivered on the date stated on page 1.
















 





39





THE FIRST SCHEDULE




TERMS AND CONDITIONS OF THE NOTES












 




TERMS AND CONDITIONS OF THE NOTES



The following are the Terms and Conditions of the Notes which will be incorporated by reference
into each Global Note (as defined below) and each definitive Note, in the latter case only if
permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the
relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed,
such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The
applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions
which shall, to the extent so specified or to the extent inconsistent with the following Terms and
Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The
applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to,
each Global Note and definitive Note. Reference should be made to “Form of the Notes” for a
description of the content of Final Terms which will specify which of such terms are to apply in
relation to the relevant Notes.



This Note is one of a Series (as defined below) of Notes issued by Cadbury Schweppes Finance p.l.c.
(“CSF”) or Cadbury Schweppes Investments plc (“CSI” and, together with CSF in its capacity as
Issuer, the “Issuers” and each an “Issuer”) constituted by a Trust Deed (such Trust Deed as
modified and/or supplemented and/or restated from time to time, the “Trust Deed”) dated 26th May,
1999 made between Cadbury Holdings Limited (“Cadbury Holdings”), CSF, CSI and The Law Debenture
Trust Corporation p.l.c. (the “Trustee”, which expression shall include any successor as trustee).



References herein to the “Notes” shall be references to the Notes of this Series and shall mean:





	(i)	 	in relation to any Notes represented by a global Note (a “Global Note”), units of each
Specified Denomination in the Specified Currency;
	 
	(ii)	 	any Global Note; and
	 
	(iii)	 	any definitive Notes issued in exchange for a Global Note.




References herein to the “relevant Issuer” shall be to the Issuer of the Notes named as such in the
applicable Final Terms (as defined below).



Pursuant to the Trust Deed the payment of all amounts payable in respect of Notes, Receipts (as
defined below) and Coupons (as defined below) issued by CSF will be unconditionally and irrevocably
guaranteed by Cadbury Holdings and CSI and the payment of all amounts payable in respect of Notes,
Receipts and Coupons issued by CSI will be unconditionally and irrevocably guaranteed by Cadbury
Holdings and CSF. With respect to any Note, references to the “relevant Obligor(s)” are to the
relevant Issuer and the guarantors, if any, of such Note.



The Notes, the Receipts and the Coupons have the benefit of an Agency Agreement (such Agency
Agreement as amended and/or supplemented and/or restated from time to time, the “Agency Agreement”)
dated 24 June, 2008, and made between Cadbury Holdings, CSF, CSI, The Bank of New York as issuing
and principal paying agent and agent bank (the “Agent”, which expression shall include any
successor agent), the other paying agents named therein (together with the Agent, the “Paying
Agents”, which expression shall include any additional or successor paying agents) and the Trustee.



Interest bearing definitive Notes (unless otherwise indicated in the applicable Final Terms) have
interest coupons (“Coupons”) and, if indicated in the applicable Final Terms, talons for further
Coupons (“Talons”) attached on issue. Any reference herein to Coupons or coupons shall, unless the
context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes
repayable in instalments have receipts (“Receipts”) for the payment of the instalments of principal
(other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or
Talons attached on issue.



The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the
Final Terms attached to or endorsed on this Note which supplements these Terms and Conditions and
may specify other terms and conditions which shall, to the extent so specified or to the extent
inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the
purposes of this Note. References to the “applicable Final Terms” are to Part A of the Final Terms
(or the relevant provisions thereof) attached to or endorsed on this Note.



The Trustee acts for the benefit of the holders for the time being of the Notes (the “Noteholders”,
which expression shall, in relation to any Notes represented by a Global Note, be construed as
provided below), the holders of the Receipts (the “Receiptholders”) and the holders of the Coupons
(the “Couponholders”, which expression shall, unless the context otherwise requires, include the
holders of the Talons), in accordance with the provisions of the Trust Deed.



As used herein, “Tranche” means Notes which are identical in all respects (including as to listing)
and “Series” means a Tranche of Notes together with any further Tranche or Tranches of Notes which
are (i) expressed to be consolidated




40









 







and form a single series and (ii) identical in all respects (including as to listing) except for
their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.



Copies of the Trust Deed and the Agency Agreement are available for inspection during normal
business hours at the registered office for the time being of the Trustee (being at the date hereof
at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified office of each of the Paying
Agents. Copies of the applicable Final Terms are available for viewing at the registered office of
each of the Issuers at Cadbury House, Sanderson Road, Uxbridge, Middlesex UB8 1DH and copies may be
obtained from the specified office of the Agent at The Bank of New York, 40th Floor, One Canada
Square, London E14 5AL, save that, if this Note is neither admitted to trading on a regulated
market in the European Economic Area nor offered in the European Economic Area in circumstances
where a prospectus is required to be published under the Prospectus Directive, the applicable Final
Terms will only be available for inspection by a Noteholder holding one or more unlisted Notes of
that Series and such Noteholder must produce evidence satisfactory to the Trustee or, as the case
may be, the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders,
the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final
Terms which are applicable to them. The statements in these Terms and Conditions include summaries
of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.



Words and expressions defined in the Trust Deed or the Agency Agreement or used in the applicable
Final Terms shall have the same meanings where used in these Terms and Conditions unless the
context otherwise requires or unless otherwise stated and provided that, in the event of
inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in
the event of inconsistency between the Agency Agreement or the Trust Deed and the applicable Final
Terms, the applicable Final Terms will prevail.




1. Form, Denomination and Title



The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the
Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not
be exchanged for Notes of another Specified Denomination.



This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest
Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the
Interest Basis shown in the applicable Final Terms.



This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption
Note, a Partly Paid Note or a combination of any of the foregoing, depending on the
Redemption/Payment Basis shown in the applicable Final Terms.



Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case
references to Coupons, Talons and Couponholders in these Terms and Conditions are not applicable.



Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. Each
relevant Obligor, any Paying Agent and the Trustee will (except as otherwise required by law) deem
and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not
overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous
loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to
the provisions set out in the next succeeding paragraph.



For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank
S.A./N.V. as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société
anonyme (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, Luxembourg)
who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the
holder of a particular nominal amount of such Notes (in which regard any certificate or other
document issued by Euroclear or Clearstream, Luxembourg including any form of statement or print
out of electronic records provided by the relevant clearing system in accordance with its usual
procedures and in which the holder of a particular nominal amount of the Notes is clearly
identified together with the amount of such holding or any other letter of confirmation form of
recent information and/or certification made by either of them shall be conclusive and binding for
all purposes save in the case of manifest error) shall be treated by each relevant Obligor, the
Paying Agents and the Trustee as the holder of such nominal amount of such Notes for all purposes
other than with respect to the payment of principal or interest on such nominal amount of such
Notes, for which purpose the bearer of the relevant Global Note shall be treated by each relevant
Obligor, the Paying Agents and the Trustee as the holder of such nominal amount of such Notes in
accordance with and subject to the terms of the relevant Global Note and the expressions
“Noteholder” and “holder of Notes” and related expressions shall be construed accordingly.



Notes which are represented by a Global Note will be transferable only in accordance with the rules
and procedures of Euroclear and Clearstream, Luxembourg, as the case may be. References to
Euroclear and/or Clearstream,




41









 







Luxembourg shall, whenever the context so permits, except in relation to Notes in NGN form, be
deemed to include a reference to any successor operator and/or successor clearing system and/or any
additional or alternative clearing system authorised to maintain accounts therein, specified in the
applicable Final Terms and/or approved by the relevant Issuer, the Agent and the Trustee.




2. 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 pari passu without any preference among themselves and equally with all
other outstanding unsecured and unsubordinated obligations of the relevant Issuer (save for certain
obligations required to be preferred by law).




3. The Guarantee



The payment of principal and interest in respect of all Notes, Receipts and Coupons issued by CSF
and all other moneys payable by CSF under or pursuant to the Trust Deed has been unconditionally
and irrevocably guaranteed by Cadbury Holdings and CSI in the Trust Deed and the payment of
principal and interest in respect of all Notes, Receipts and Coupons issued by CSI and all other
moneys payable by CSI under or pursuant to the Trust Deed has been unconditionally and irrevocably
guaranteed by Cadbury Holdings and CSF in the Trust Deed (together, the “Guarantees”). The
obligations of Cadbury Holdings and CSI (if the relevant Issuer is CSF) or Cadbury Holdings and CSF
(if the relevant Issuer is CSI) under the Guarantees are direct, unconditional, unsubordinated and
(subject to the provisions of Condition 4) unsecured obligations of such company and subject as
aforesaid rank equally with all other unsecured and unsubordinated obligations of each such company
(save for certain obligations required to be preferred by law).




4. Negative Pledge



So long as any of the Notes remains outstanding (as defined in the Trust Deed), no relevant Obligor
will (except as otherwise required by law or a court of competent jurisdiction) create or permit to
subsist any Security upon, or with respect to, any of its present or future assets or revenues to
secure any existing or future Relevant Indebtedness of any person (or to secure any guarantee given
by any relevant Obligor of any Relevant Indebtedness of any person), unless such Obligor shall,
simultaneously with, or prior to, the creation of such Security, take any and all action necessary
to procure that all amounts payable by any relevant Obligor under the Notes, the Coupons and the
Trust Deed are secured equally and rateably therewith by such Security in the same manner or in a
manner satisfactory to the Trustee or that such other Security is provided as the Trustee shall, in
its absolute discretion, deem not materially less beneficial to the Noteholders or as shall be
approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.



The foregoing shall not apply to:





	(i)	 	any Security created by any relevant Obligor after the date of issue of the Notes in
substitution for any Security created by a company which becomes a Subsidiary (as defined in the
Trust Deed) of such Obligor after the date of issue of the Notes (if such last-mentioned Security
shall have been created prior to the date of, and not in contemplation of, such company becoming a
Subsidiary of such Obligor) the value of which does not materially exceed the then current value of
the Security for which it is being substituted;
	 
	(ii)	 	any Security created by any relevant Obligor (whether prior to, simultaneously with or
following the issue of the Relevant Indebtedness) upon an amount of assets with a value not
exceeding the amount of the proceeds or the anticipated proceeds of, or upon the proceeds (or any
part or parts of the proceeds) of, or upon any assets, returns, revenues or other benefits acquired
or to be acquired with, or relating to, the proceeds (or any part or parts of the proceeds) of, any
such Relevant Indebtedness; and
	 
	(iii)	 	any Security relating to any loan or other indebtedness which does not wholly come within the
definition of Relevant Indebtedness set out below.




“Relevant Indebtedness” means any loan or other indebtedness which:





	(a)	 	has an initial maturity of over 12 months;
	 
	(b)	 	is in the form of, or represented by, any bonds, notes, loan stock or other securities issued
otherwise than to constitute or represent advances made by banks and/or other lending institutions;
	 
	(c)	 	is denominated or payable (whether compulsorily or at the option of the holder) in any currency
other than the currency of the country in which the issuer has its principal place of business or
is denominated in the currency of the country in which the issuer has its principal place of
business but is initially placed or offered for subscription




42









 






	 	 	or sale by or on behalf of, or by agreement with, the issuer as to more than 50 per cent. to
persons resident outside such country and where any bonds, notes or other securities are agreed
to be issued to any person (wherever resident) with a view to their being offered as to more
than 50 per cent. to persons resident outside any country of the currency in which they are
denominated or payable, they shall be deemed to have been so offered by or on behalf of the
issuer; and
	 
	(d)	 	at the time of its initial distribution is, or is intended by the issuer to become, quoted or
listed on any stock exchange, over-the-counter market or other securities market,
	 
	 	 	and, subject always as provided above, “Security” means any mortgage, pledge or charge (other
than arising by operation of law) upon the whole or any part of the undertaking or assets,
present or future (including any uncalled capital), of the grantor.





5. Interest




(a) Interest on Fixed Rate Notes



Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the
rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the
Interest Payment Date(s) in each year up to (and including) the Maturity Date.



If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount
of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on
(but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any
Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken
Amount so specified.



As used in these Terms and Conditions, “Fixed Interest Period” means the period from (and
including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next
(or first) Interest Payment Date.



Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken
Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any
period by applying the Rate of Interest to:





	(A)	 	in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate
outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are
Partly Paid Notes, the aggregate amount paid up); or
	 
	(B)	 	in the case of Fixed Rate Notes in definitive form, the Calculation Amount;




and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where
the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation
Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of
the amount (determined in the manner provided above) for the Calculation Amount and the amount by
which the Calculation Amount is multiplied to reach the Specified Denomination, without any further
rounding.



“Day Count Fraction” means in respect of the calculation of an amount of interest in accordance
with this Condition 5(a):





	(i)	 	if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:






	 	(a)	 	in the case of Notes where the number of days in the relevant period from (and including)
the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in such Accrual
Period divided by the product of (1) the number of days in such Determination Period and (2)
the number of Determination Dates (as specified in the applicable Final Terms) that would occur
in one calendar year; or
	 
	 	(b)	 	in the case of Notes where the Accrual Period is longer than the Determination Period
during which the Accrual Period ends, the sum of:






	 	(1)	 	the number of days in such Accrual Period falling in the Determination Period in which
the Accrual Period begins divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination Dates that would occur in one
calendar year; and
	 
	 	(2)	 	the number of days in such Accrual Period falling in the next Determination Period
divided by the product of (x) the number of days in such Determination Period and (y) the
number of Determination Dates that would occur in one calendar year; and




43









 












	(ii)	 	if “30/360” is specified in the applicable Final Terms, the number of days in the period from
(and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date)
to (but excluding) the relevant payment date (such number of days being calculated on the basis of
a year of 360 days with 12 30-day months) divided by 360.




In these Terms and Conditions:



“Determination Period” means the period from (and including) a Determination Date to (but
excluding) the next Determination Date (including, where either the Interest Commencement Date or
the final Interest Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling after, such date);
and



“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency
that is available as legal tender in the country of such currency and, with respect to euro, means
one cent.




(b) Interest on Floating Rate Notes and Index Linked Interest Notes





	(i)	 	Interest Payment Dates




Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the
Interest Commencement Date and such interest will be payable in arrear on either:





	(A)	 	the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
	 
	(B)	 	if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each
date (each such date, together with each Specified Interest Payment Date, an “Interest Payment
Date”) which falls the number of months or other period specified as the Specified Period in the
applicable Final Terms after the preceding Interest Payment Date or, in the case of the first
Interest Payment Date, after the Interest Commencement Date.




Such interest will be payable in respect of each Interest Period (which expression shall, in these
Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the
Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).



If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no
numerically corresponding day in the calendar month in which an Interest Payment Date should occur
or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day,
then, if the Business Day Convention specified is:





	(1)	 	in any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B)
above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall
be the last day that is a Business Day in the relevant month and the provisions of (B) below shall
apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which
is a Business Day unless it would thereby fall into the next calendar month, in which event (A)
such Interest Payment Date shall be brought forward to the immediately preceding Business Day and
(B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls
the Specified Period after the preceding applicable Interest Payment Date occurred; or
	 
	(2)	 	the Following Business Day Convention, such Interest Payment Date shall be postponed to the
next day which is a Business Day; or
	 
	(3)	 	the Modified Following Business Day Convention, such Interest Payment Date shall be postponed
to the next day which is a Business Day unless it would thereby fall into the next calendar month,
in which event such Interest Payment Date shall be brought forward to the immediately preceding
Business Day; or
	 
	(4)	 	the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to
the immediately preceding Business Day.




In this Condition, “Business Day” means a day which is both:





	(A)	 	a day on which commercial banks and foreign exchange markets settle payments in London and any
Additional Business Centre specified in the applicable Final Terms; and
	 
	(B)	 	either (1) in relation to any sum payable in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments in the principal financial
centre of the country of the relevant Specified Currency (if other than London and any Additional
Business Centre and which, if the Specified Currency is New Zealand dollars, shall be Auckland) or
(2) in relation to any sum payable in euro, a day on which the TARGET 2 System is open. In these
Terms and Conditions, “TARGET 2 system” means the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET 2) System.




44









 












	(ii)	 	Rate of Interest




The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked
Interest Notes will be determined in the manner specified in the applicable Final Terms.





	(A)	 	ISDA Determination for Floating Rate Notes
	 
	 	 	Where ISDA Determination is specified in the applicable Final Terms as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the
relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if
any). For the purposes of this sub-paragraph (A), “ISDA Rate” for an Interest Period means a
rate equal to the Floating Rate that would be determined by the Agent under an interest rate
swap transaction if the Agent were acting as Calculation Agent for that swap transaction under
the terms of an agreement incorporating the 2006 ISDA Definitions as published by the
International Swaps and Derivatives Association, Inc. and as amended and updated as at the
Issue Date of the first Tranche of the Notes (the “ISDA Definitions”) and under which:






	 	(1)	 	the Floating Rate Option is as specified in the applicable Final Terms;
	 
	 	(2)	 	the Designated Maturity is a period specified in the applicable Final Terms; and
	 
	 	(3)	 	the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on
the London inter-bank offered rate (“LIBOR”) or on the Euro-zone interbank offered rate
(“EURIBOR”), the first day of that Interest Period or (ii) in any other case, as specified in
the applicable Final Terms.






	 	 	For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating
Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in
the ISDA Definitions.
	 
	(B)	 	Screen Rate Determination for Floating Rate Notes
	 
	 	 	Where Screen Rate Determination is specified in the applicable Final Terms as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period
will, subject as provided below, be either:






	 	(1)	 	the offered quotation; or
	 
	 	(2)	 	the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations,






	 	 	(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as
the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of
LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question
plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as
determined by the Agent. If five or more of such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one
only of such quotations) and the lowest (or, if there is more than one such lowest quotation,
one only of such quotations) shall be disregarded by the Agent for the purpose of determining
the arithmetic mean (rounded as provided above) of such offered quotations.
	 
	 	 	The Agency Agreement contains provisions for determining the Rate of Interest in the event that
the Relevant Screen Page is not available or if, in the case of (1) above, no such offered
quotation appears or, in the case of (2) above, fewer than three such offered quotations
appear, in each case as at the time specified in the preceding paragraph.
	 
	 	 	If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the applicable Final Terms.






	(iii)	 	Minimum Rate of Interest and/or Maximum Rate of Interest




If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then,
in the event that the Rate of Interest in respect of such Interest Period determined in accordance
with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Minimum Rate of Interest.



If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then,
in the event that the Rate of Interest in respect of such Interest Period determined in accordance
with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate
of Interest for such Interest Period shall be such Maximum Rate of Interest.




45









 









	(iv)	 	Determination of Rate of Interest and Calculation of Interest Amounts




The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index
Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of
Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In
the case of Index Linked Interest Notes, the Calculation Agent will notify the Agent of the Rate of
Interest for the relevant Interest Period as soon as practicable after calculating the same.



The Agent will calculate the amount of interest (the “Interest Amount”) payable on the Floating
Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of
Interest to:





	(A)	 	in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a
Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note
(or, if they are Partly Paid Notes, the aggregate amount paid up); or
	 
	(B)	 	in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the
Calculation Amount;




and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where
the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive
form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note
shall be the product of the amount (determined in the manner provided above) for the Calculation
Amount and the amount by which the Calculation Amount is multiplied to reach the Specified
Denomination, without any further rounding.



“Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance
with this Condition 5(b):





	(A)	 	if “Actual/Actual (ISDA)” or “Actual/Actual” is specified in the applicable Final Terms, the
actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest
Period falls in a leap year, the sum of (A) the actual number of days in that portion of the
Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that
portion of the Interest Period falling in a non-leap year divided by 365);
	 
	(B)	 	if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days
in the Interest Period divided by 365;
	 
	(C)	 	if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of
days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a
leap year, 366;
	 
	(D)	 	if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the
Interest Period divided by 360;
	 
	(E)	 	if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number
of days in the Interest Period divided by 360, calculated on a formula basis as follows:
	 
	 	 	Day Count Fraction =
	 
	 	 	[360 x
(Y2 -
Y1)]
+ [30 x (M2 - M1)] + (D2 - D1)

                    360
	 
	 	 	where:
	 
	 	 	“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;
	 
	 	 	“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
	 
	 	 	“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
	 
	 	 	“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
	 
	 	 	“D1” is the first calendar day, expressed as a number, of the Interest Period,
unless such number is 31, in which case D1 will be 30; and
	 
	 	 	“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Interest Period, unless such number would be 31
and D1 is
greater than 29, in which case D2 will be 30;




46









 






	(F)	 	if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days
in the Interest Period divided by 360, calculated on a formula basis as follows:
	 
	 	 	Day Count Fraction =
	 
	 	 	[360 x
(Y2 -
Y1)]
+ [30 x (M2 - M1)] + (D2 - D1)

                    360
	 
	 	 	where:
	 
	 	 	“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;
	 
	 	 	“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period
falls;
	 
	 	 	“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
	 
	 	 	“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
	 
	 	 	“D1” is the first calendar day, expressed as a number, of the Interest Period,
unless such number would be 31, in which case D1 will be 30; and
	 
	 	 	“D2” is the calendar day, expressed as a number, immediately following the last
day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; and
	 
	(G)	 	if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the
Interest Period divided by 360, calculated on a formula basis as follows:
	 
	 	 	Day Count Fraction =
	 
	 	 	[360 x
(Y2 -
Y1]
+ [30 x (M2 - M1)] + (D2 - D1)

                    360
	 
	 	 	where:
	 
	 	 	“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls;
	 
	 	 	“Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period
falls;
	 
	 	 	“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
	 
	 	 	“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the
Interest Period falls;
	 
	 	 	“D1” is the first calendar day, expressed as a number, of the Interest Period,
unless (i) that day is the last day of February or (ii) such number would be 31, in which case
D1 will be 30; and
	 
	 	 	“D2” is the calendar day, expressed as a number, immediately following the
last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such
number would be 31, in which case D2 will be 30.






	(v)	 	Notification of Rate of Interest and Interest Amounts




The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the
relevant Interest Payment Date to be notified to the relevant Issuer and any stock exchange or
other relevant authority on which the relevant Floating Rate Notes or Index Linked Interest Notes
are for the time being listed or by which they have been admitted to listing and notice thereof to
be published in accordance with Condition 14 as soon as possible after their determination but in
no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest
Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made
by way of adjustment) without prior notice in the event of an extension or shortening of the
Interest Period. Any such amendment will be promptly notified to each stock exchange or other
relevant authority on which the relevant Floating Rate Notes or Index Linked Interest Notes are for
the time being listed or by which they have been admitted to listing and to the Noteholders in
accordance with Condition 14. For the purposes of this paragraph, the expression “London Business
Day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets
are open for general business in London.




47









 









	(vi)	 	Determination or Calculation by Trustee




If for any reason at any relevant time the Agent or, as the case may be, the Calculation Agent
defaults in its obligation to determine the Rate of Interest or the Agent defaults in its
obligation to calculate any Interest Amount in accordance with sub-paragraph (ii)(A) or (B) above
or as otherwise specified in the applicable Final Terms, as the case may be, and in each case in
accordance with paragraph (iv) above, the Trustee shall determine the Rate of Interest at such rate
as, in its absolute discretion (having such regard as it shall think fit to the foregoing
provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of
Interest specified in the applicable Final Terms), it shall deem fair and reasonable in all the
circumstances or, as the case may be, the Trustee shall calculate the Interest Amount(s) in such
manner as it shall deem fair and reasonable in all the circumstances and each such determination or
calculation shall be deemed to have been made by the Agent or the Calculation Agent, as applicable.





	(vii)	 	Certificates to be final




All certificates, communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions of this Condition 5(b),
whether by the Agent or, if applicable, the Calculation Agent or the Trustee, shall (in the absence
of wilful default, bad faith or manifest error) be binding on each relevant Obligor, the Agent, the
Calculation Agent (if applicable), the other Paying Agents and all Noteholders, Receiptholders and
Couponholders and (in the absence as aforesaid) no liability to each relevant Obligor, the
Noteholders, the Receiptholders or the Couponholders shall attach to the Agent or, if applicable,
the Calculation Agent or the Trustee in connection with the exercise or non-exercise by it of its
powers, duties and discretions pursuant to such provisions.




(c) Interest on Dual Currency Notes



The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be
determined in the manner specified in the applicable Final Terms.




(d) Interest on Partly Paid Notes



In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes),
interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as
specified in the applicable Final Terms.




(e) Accrual of interest



Each Note (or in the case of the redemption of part only of a Note, that part only of such Note)
will cease to bear interest (if any) from the date for its redemption unless, upon due presentation
thereof, payment of principal is improperly withheld or refused. In such event, interest will
continue to accrue as provided in the Trust Deed.




6. Payments




(a) Method of payment



Subject as provided below:





	(i)	 	payments in a Specified Currency other than euro will be made by credit or transfer to an
account in the relevant Specified Currency maintained by the payee with, or, at the option of the
payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of
the country of such Specified Currency (which, if the Specified Currency is New Zealand dollars,
shall be Auckland); and
	 
	(ii)	 	payments in euro will be made by credit or transfer to a euro account (or any other account to
which euro may be credited or transferred) specified by the payee or, at the option of the payee,
by a euro cheque.




Payments will be subject in all cases to any fiscal or other laws and regulations applicable
thereto in the place of payment, but without prejudice to the provisions of Condition 8.




(b) Presentation of definitive Notes, Receipts and Coupons



Payments of principal in respect of definitive Notes will (subject as provided below) be made in
the manner provided in paragraph (a) above only against presentation and surrender (or, in the case
of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in
respect of definitive Notes will (subject as provided below) be made as aforesaid only against
presentation and surrender (or, in the case of part payment of any sum due, endorsement) of
Coupons, in each case at the specified office of any Paying Agent outside the United States (which
expression, as used herein, means the United States of America (including the States and the
District of Columbia, its territories, its possessions and other areas subject to its
jurisdiction)).




48









 







Payments of instalments of principal (if any) in respect of definitive Notes, other than the final
instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above
against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of
the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment
will be made in the manner provided in paragraph (a) above only against presentation and surrender
(or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance
with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment
together with the definitive Note to which it appertains. Receipts presented without the definitive
Note to which they appertain do not constitute valid obligations of the relevant Issuer. Upon the
date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating
thereto (whether or not attached) shall become void and no payment shall be made in respect
thereof.



Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Long
Maturity Notes (as defined below)) should be presented for payment together with all unmatured
Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be
issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon
(or, in the case of payment not being made in full, the same proportion of the amount of such
missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due
for payment. Each amount of principal so deducted will be paid in the manner mentioned above
against surrender of the relative missing Coupon at any time before the expiry of 10 years after
the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such
Coupon would otherwise have become void under Condition 9) or, if later, five years from the date
on which such Coupon would otherwise have become due, but in no event thereafter.



Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date,
all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be
issued in respect thereof.



Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long
Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any)
relating thereto (whether or not attached) shall become void and no payment or, as the case may be,
exchange for further Coupons shall be made in respect thereof. A “Long Maturity Note” is a Fixed
Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount
on issue is less than the aggregate interest payable thereon provided that such Note shall cease to
be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest
remaining to be paid after that date is less than the nominal amount of such Note.



If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if
any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or,
as the case may be, the Interest Commencement Date shall be payable only against surrender of the
relevant definitive Note.




(c) Payments in respect of Global Notes



Payments of principal and interest (if any) in respect of Notes represented by any Global Note will
(subject as provided below) be made in the manner specified above in relation to definitive Notes
and otherwise in the manner specified in the relevant Global Note against presentation or
surrender, as the case may be, of such Global Note at the specified office of any Paying Agent
outside the United States. A record of each payment made against presentation or surrender of any
Global Note, distinguishing between any payment of principal and any payment of interest, will be
made on such Global Note by the Paying Agent to which it is presented and such record shall be
prima facie evidence that the payment in question has been made.




(d) General provisions applicable to payments



The holder of a Global Note shall be the only person entitled to receive payments in respect of
Notes represented by such Global Note and each relevant Obligor will be discharged by payment to,
or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the
persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a
particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or
Clearstream, Luxembourg, as the case may be, for his share of each payment so made by each relevant
Obligor to, or to the order of, the holder of such Global Note.



Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or
interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal
and/ or interest in respect of such Notes will be made at the specified office of a Paying Agent in
the United States if:





	(i)	 	the relevant Issuer has appointed Paying Agents with specified offices outside the United
States with the reasonable expectation that such Paying Agents would be able to make payment in
U.S. dollars at such specified




49









 






	 	 	offices outside the United States of the full amount of principal and interest on the Notes in
the manner provided above when due;
	 
	(ii)	 	payment of the full amount of such principal and interest at all such specified offices
outside the United States is illegal or effectively precluded by exchange controls or other similar
restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
	 
	(iii)	 	such payment is then permitted under United States law without involving, in the opinion of
each relevant Obligor, adverse tax consequences to any such Obligor (including, for the avoidance
of doubt, any withholding or deduction for or on account of U.S. tax in respect of such payment).





(e) Payment Day



If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment
Day, the holder thereof shall not be entitled to payment until the next following Payment Day in
the relevant place and shall not be entitled to further interest or other payment in respect of
such delay. For these purposes, “Payment Day” means any day which (subject to Condition 9) is:





	(i)	 	a day on which commercial banks and foreign exchange markets settle payments
in:






	 	(A)	 	the relevant place of presentation;
	 
	 	(B)	 	London;
	 
	 	(C)	 	any Additional Financial Centre specified in the applicable Final Terms; and






	(ii)	 	either (1) in relation to any sum payable in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments in the principal financial
centre of the country of the relevant Specified Currency (if other than the place of presentation,
London and any Additional Financial Centre and which, if the Specified Currency is New Zealand
dollars, shall be Auckland) or (2) in relation to any sum payable in euro, a day on which the
TARGET 2 System is open.





(f) Interpretation of principal and interest



Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to
include, as applicable:





	(i)	 	any additional amounts which may be payable with respect to principal under Condition 8 or
under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant
to the Trust Deed;
	 
	(ii)	 	the Final Redemption Amount of the Notes;
	 
	(iii)	 	the Early Redemption Amount of the Notes;
	 
	(iv)	 	the Optional Redemption Amount(s) (if any) of the Notes;
	 
	(v)	 	in relation to Notes redeemable in instalments, the Instalment Amounts;
	 
	(vi)	 	in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(e));
and
	 
	(vii)	 	any premium and any other amounts (other than interest) which may be payable by the relevant
Issuer under or in respect of the Notes.




Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to
include, as applicable, any additional amounts which may be payable with respect to interest under
Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution
therefor, pursuant to the Trust Deed.




7. Redemption and Purchase




(a) Redemption at maturity



Unless previously redeemed or purchased and cancelled as specified below, each Note (including each
Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the relevant
Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the
applicable Final Terms in the relevant Specified Currency on the Maturity Date.




(b) Redemption for tax reasons



The Notes may be redeemed at the option of the relevant Issuer in whole, but not in part, at any
time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any
Interest Payment Date (if this Note is either a




50









 







Floating Rate Note or an Index Linked Interest Note), on giving not less than 30 nor more than 60
days’ notice to the Trustee and the Agent and, in accordance with Condition 14, the Noteholders
(which notice shall be irrevocable), if:





	(i)	 	on the occasion of the next payment due under the Notes, the relevant Issuer has or will become
obliged to pay additional amounts as provided or referred to in Condition 8 or any other Obligor in
respect of such Note would be unable for reasons outside its control to procure payment by the
relevant Issuer and in making payment itself would be required to pay such additional amounts, in
each case as a result of any change in, or amendment to or interpretation of, the laws, published
practice or regulations of a Tax Jurisdiction (as defined in Condition 8), or any change in the
application or interpretation of such laws or regulations, which change or amendment becomes
effective on or after the date on which agreement is reached to issue the first Tranche of the
Notes; and
	 
	(ii)	 	such obligation cannot be avoided by any relevant Obligor taking reasonable measures available
to it,




provided that no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which any relevant Obligor would be obliged to pay such additional amounts were a
payment in respect of the Notes then due.



Prior to the publication of any notice of redemption pursuant to this Condition, the relevant
Issuer shall deliver to the Trustee a certificate signed by two Directors of the relevant Issuer
stating that the relevant Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the relevant Issuer so to
redeem have occurred, and an opinion in a form satisfactory to the Trustee of independent legal
advisers of recognised standing to the effect that any relevant Obligor has or will become obliged
to pay such additional amounts as a result of such change or amendment.



A relevant Obligor which is not the relevant Issuer in any case shall be entitled to require the
relevant Issuer to exercise the Issuer’s rights under this Condition 7(b).



Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount
referred to in paragraph (e) below together (if appropriate) with interest accrued to (but
excluding) the date of redemption.




(c) Redemption at the option of the relevant Issuer (Issuer Call)



If Issuer Call is specified in the applicable Final Terms, the relevant Issuer may, having given:





	(i)	 	not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition
14; and
	 
	(ii)	 	not less than 15 days before the giving of the notice referred to in (i), notice to the
Trustee and the Agent;




(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or
some only of the Notes then outstanding on any Optional Redemption Date and at the Optional
Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final
Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional
Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum
Redemption Amount or not more than a Higher Redemption Amount in each case as may be specified in
the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed
(“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes represented
by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg,
in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date
fixed for redemption (such date of selection being hereinafter called the “Selection Date”). In the
case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such
Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the
date fixed for redemption. No exchange of the relevant Global Note will be permitted during the
period from (and including) the Selection Date to (and including) the date fixed for redemption
pursuant to this paragraph (c) and notice to that effect shall be given by the relevant Issuer to
the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date.




(d) Redemption at the option of the Noteholders (Investor Put)



If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to
the relevant Issuer in accordance with Condition 14 not less than 15 nor more than 30 days’ notice
the relevant Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance
with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on
the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with
interest accrued to (but excluding) the Optional Redemption Date. It may be that before an Investor
Put can be exercised, certain conditions and/or circumstances will need to be satisfied. Where
relevant, the provisions will be set out in the applicable Final Terms.



To exercise the right to require redemption of this Note the holder of this Note must, if this Note
is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the
specified office of any Paying Agent at any time


51









 






during normal business hours of such Paying Agent falling within the notice period, a duly
completed and signed notice of exercise in the form (for the time being current) obtainable from
any specified office of any Paying Agent (a “Put Notice”) and in which the holder must specify a
bank account (or, if payment is required to be made by cheque, an address) to which payment is to
be made under this Condition accompanied by, this Note or evidence satisfactory to the Paying Agent
concerned that this Note will, following delivery of the Put Notice, be held to its order or under
its control. If this Note is represented by a Global Note or is in definitive form and held through
Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the
holder of this Note must, within the notice period, give notice to the Agent of such exercise in
accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include
notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common
depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in
a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is
represented by a Global Note, at the same time present or procure the presentation of the relevant
Global Note to the Agent for notation accordingly.




(e) Early Redemption Amounts



For the purpose of paragraph (b) above and Condition 10, each Note will be redeemed at its Early
Redemption Amount calculated as follows:





	(i)	 	in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final
Redemption Amount thereof;
	 
	(ii)	 	in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and
Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue
Price or which is payable in a Specified Currency other than that in which the Notes are
denominated, at the amount specified in, or determined in the manner specified in, the applicable
Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its
nominal amount; or
	 
	(iii)	 	in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in
accordance with the following formula:
	 
	 	 	Early Redemption Amount = RP 6 (1 + AY)y
	 
	 	 	where:






	 	 	“RP”	means the Reference Price;
	 
	 	 	“AY”	 means the Accrual Yield expressed as a decimal; and
	 
	 	 	“y”	 is a fraction the numerator of which is equal to the number of days (calculated on the
basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue
Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as
the case may be) the date upon which such Note becomes due and repayable and the denominator of
which is 360,






or on such other calculation basis as may be specified in the applicable Final Terms.



(f) Instalments



Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the
case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (e)
above.




(g) Partly Paid Notes



Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in
accordance with the provisions of this Condition and the applicable Final Terms.




(h) Purchases



Cadbury plc, Cadbury Holdings or any Subsidiary of Cadbury Holdings may at any time purchase Notes
(provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons
appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such
Notes may be held, reissued, resold or, at the option of any relevant Obligor or relevant
Subsidiary of Cadbury Holdings, surrendered to any Paying Agent for cancellation.




52









 








(i) Cancellation



All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts,
Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes
so cancelled and Notes purchased and cancelled pursuant to paragraph (h) above (together with all
unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Agent and
cannot be reissued or resold.




(j) Late payment on Zero Coupon Notes



If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note
pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided
in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such
Zero Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though
the references therein to the date fixed for the redemption or the date upon which such Zero Coupon
Note becomes due and payable were replaced by references to the date which is the earlier of:





	(i)	 	the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
	 
	(ii)	 	five days after the date on which the full amount of the moneys payable in respect of such
Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been
given to the Noteholders in accordance with 

Condition 14.





8. Taxation



All payments of principal and interest in respect of the Notes, Receipts and Coupons by each
relevant Obligor will be made without withholding or deduction for or on account of any present or
future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction
unless such withholding or deduction is required by law. In such event, each relevant Obligor will
pay such additional amounts as shall be necessary in order that the net amounts received by the
holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the
respective amounts of principal and interest which would otherwise have been receivable in respect
of the Notes, Receipts or Coupons, as the case may be, in the absence of such requirement to make
such withholding or deduction; except that no such additional amounts shall be payable with respect
to any Note, Receipt or Coupon presented for payment:





	(i)	 	by or on behalf of a holder who is liable for such taxes or duties in respect of such Note,
Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the
mere holding of such Note, Receipt or Coupon; or
	 
	(ii)	 	by or on behalf of a holder who would have been able to avoid such withholding or deduction
(i) by presenting any form or certificate or (ii) by making a declaration of non-residence or other
similar claim for exemption to the relevant tax authority; or
	 
	(iii)	 	more than 30 days after the Relevant Date (as defined below) except to the extent that the
holder thereof would have been entitled to an additional amount on presenting the same for payment
on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6(e));
or
	 
	(iv)	 	where such withholding or deduction is imposed on a payment to an individual and is required
to be made pursuant to any law implementing or complying with, or introduced in order to conform
to, European Union Directive 2003/48/EC or any other directive on the taxation of savings income
implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000; or
	 
	(v)	 	by or on behalf of a holder who would have been able to avoid such withholding or deduction by
presenting such Note, Receipt or Coupon to another Paying Agent in a Member State of the European
Union.




As used herein:





	(A)	 	“Tax Jurisdiction” means the United Kingdom or any political subdivision or any authority
thereof or therein having power to tax; and
	 
	(B)	 	the “Relevant Date” means the date on which such payment first becomes due, except that, if the
full amount of the moneys payable has not been duly received by the Agent or the Trustee on or
prior to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.




53









 










Any reference in these Conditions to principal or interest shall be deemed also to refer to any
additional amounts which may be payable under this Condition or any undertakings given in addition
thereto or in substitution thereof pursuant to the Trust Deed.




9. Prescription



The Notes, Receipts and Coupons will become void unless presented for payment within a period of 10
years (in the case of principal) and five years (in the case of interest) after the Relevant Date
(as defined in Condition 8) therefor.



There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim
for payment in respect of which would be void pursuant to this Condition or Condition 6(b) or any
Talon which would be void pursuant to Condition 6(b).




10. Events of Default



If any of the following events (each an “Event of Default”) occurs the Trustee at its discretion
may, and if so requested in writing by holders of at least one-quarter in nominal amount of the
Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall
(subject to being indemnified to its satisfaction), give notice to each relevant Obligor that the
Notes are, and they shall thereupon immediately become, due and repayable at their Early Redemption
Amount (as described in Condition 7(e)) together with accrued interest as provided in the Trust
Deed:





	(i)	 	there is failure by any relevant Obligor to pay any principal or interest payable on any of the
Notes within 15 days of its due date; or
	 
	(ii)	 	any relevant Obligor defaults in the performance or observance of any of its other obligations
set out in the Notes or the Trust Deed which default is in the opinion of the Trustee incapable of
remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee
remedied within 30 days (or such longer period as the Trustee may permit) after notice of such
default shall have been given to each relevant Obligor by the Trustee requiring the same to be
remedied; or
	 
	(iii)	 	any holder or trustee for the holders of any Capital Markets Indebtedness of any relevant
Obligor amounting in aggregate to not less than £25,000,000 or its equivalent in any other currency
shall demand premature repayment thereof following a default or enforces any security therefor or
any relevant Obligor defaults (after whichever is the longer of any originally applicable grace
period and 30 days after the due date) in the repayment of any such Capital Markets Indebtedness at
the maturity thereof or any guarantee or indemnity given by any relevant Obligor in respect of any
Capital Markets Indebtedness of any third party amounting in aggregate to not less than £25,000,000
or its equivalent in any other currency shall not be honoured (after whichever is the longer of any
originally applicable grace period and 30 days after the due date) when due and called upon,
unless, in any of the above cases, in the opinion of the Trustee, the Obligor is contesting in good
faith and by appropriate proceedings that such amounts are due; or
	 
	(iv)	 	any relevant Obligor becomes insolvent or is unable to pay its debts within the meaning of
section 123(1)(e) or section 123(2) of the Insolvency Act 1986 of the United Kingdom or applies for
or consents to or suffers the appointment of an administrator, liquidator or administrative or
other receiver of the whole or any material part of its undertaking, property, assets or revenues
or takes any proceedings under any law for a readjustment or deferment of its obligations or any
part of them or makes or enters into a general assignment or an arrangement or composition with or
for the benefit of its creditors (otherwise than, with the prior consent of the Trustee, for the
purposes of consolidation, amalgamation, merger or reconstruction or any other process the result
of which will be that all or part of such Obligor’s assets and undertaking will be transferred to
another solvent entity); or
	 
	(v)	 	an order is made or an effective resolution passed for winding-up of any relevant Obligor
(otherwise than, with the prior consent of the Trustee, for the purposes of consolidation,
amalgamation, merger or reconstruction or any other process the result of which will be that all or
part of such Obligor’s assets and undertaking will be transferred to another solvent entity); or
	 
	(vi)	 	for any reason the applicable Guarantee ceases, or is claimed by the guarantor not, to be in
full force and effect; or
	 
	(vii)	 	Cadbury Holdings ceases or threatens to cease to carry on the whole or substantially the
whole of its business save for the purposes of reconstruction, union, transfer, merger or
amalgamation which is effected with the prior written consent of the Trustee or which is approved
by an Extraordinary Resolution of the Noteholders,




provided that, in the case of each of paragraphs (ii), (iii), (iv) and (vii) above, the Trustee
shall have certified that, in its opinion, such event is materially prejudicial to the interests of
the Noteholders.




54









 







“Capital Markets Indebtedness” means any loan or other indebtedness of any person which is in the
form of or represented by any bonds, notes, depositary receipts or other securities for the time
being quoted or listed, with the agreement of the issuer, on any stock exchange, over-the-counter
market or securities exchanges.




11. Replacement of Notes, Receipts, Coupons and Talons



Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may
be replaced at the specified office of the Agent upon payment by the claimant of such costs and
expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity
as the relevant Issuer may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or
Talons must be surrendered before replacements will be issued.




12. Paying Agents



The names of the initial Paying Agents and their initial specified offices are set out below.



The relevant Issuer and (as the case may be) any other relevant Obligors are entitled (with the
prior written consent of the Trustee) to vary or terminate the appointment of any Paying Agent
and/or appoint additional or other Paying Agents and/or approve any change in the specified office
through which any Paying Agent acts, provided that:





	(i)	 	there will at all times be an Agent;
	 
	(ii)	 	so long as the Notes are listed on any stock exchange, or admitted to listing by any other
relevant authority, there will at all times be a Paying Agent with a specified office in such place
as may be required by the rules and regulations of the relevant stock exchange or other relevant
authority;
	 
	(iii)	 	there will at all times be a Paying Agent with a specified office outside the United Kingdom;
	 
	(iv)	 	if the Trustee requests, there will be appointed by the relevant Issuer, a Paying Agent
outside the European Union; and
	 
	(v)	 	for so long as any law implementing or complying with, or introduced in order to conform to,
European Union Directive 2003/48/EC or any other directive on the taxation of savings income
implementing the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 is in force,
the relevant Issuer and (as the case may be) each other relevant Obligor will ensure that it
maintains a Paying Agent in a Member State of the European Union in which there is no obligation to
withhold or deduct tax pursuant to any such law or directive (if there is such a Member State).




In addition, the relevant Issuer and (as the case may be) any other relevant Obligor(s) shall
forthwith appoint a Paying Agent having a specified office in New York City in the circumstances
described in Condition 6(d). Any variation, termination, appointment or change shall only take
effect (other than in the case of insolvency, when it shall be of immediate effect) after not less
than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in
accordance with Condition 14.



In acting under the Agency Agreement, the Paying Agents act solely as agents of the relevant Issuer
and (as the case may be) any other relevant Obligors and, in certain circumstances specified
therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust
with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions
permitting any entity into which any Paying Agent is merged or converted or with which it is
consolidated or to which it transfers all or substantially all of its assets to become the
successor paying agent.




13. Exchange of Talons



On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet
matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified
office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if
such further Coupon sheet does not include Coupons to (and including) the final date for the
payment of interest due in respect of the Note to which it appertains) a further Talon, subject to
the provisions of Condition 9.




14. Notices



All notices regarding the Notes will be deemed to be validly given if published in a leading
English language daily newspaper of general circulation in London. It is expected that such
publication will be made in the Financial Times in London. The relevant Issuer shall also ensure
that notices are duly published in a manner which complies with the rules and regulations of any
stock exchange or other relevant authority on which the Notes are for the time being listed or by
which they have been admitted to trading. Any such notice will be deemed to have been given on the
date of the




55









 







first publication or, where required to be published in more than one newspaper, on the date of the
first publication in all required newspapers. If publication as provided above is not practicable,
notice will be given in such other manner, and will be deemed to have been given on such date, as
the Trustee may approve.



Until such time as any definitive Notes are issued, there may, so long as any Global Notes
representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream,
Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant
notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the
Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to
trading by another relevant authority and the rules of that stock exchange or other relevant
authority so require, such notice will be published in a daily newspaper of general circulation in
the place or places required by that stock exchange or other relevant authority. Any such notice
shall be deemed to have been given to the holders of the Notes on the seventh day after the day on
which the said notice was given to Euroclear and/or Clearstream, Luxembourg.



Notices to be given by any Noteholder shall be in writing and given by lodging the same, together
(in the case of any Note in definitive form) with the relative Note or Notes, with the Agent.
Whilst any of the Notes is represented by a Global Note, such notice may be given by any holder of
a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such
manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve
for this purpose.




15. Meetings of Noteholders, Modification and Waiver



The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter
affecting their interests, including the sanctioning by Extraordinary Resolution of a modification
of any of these Terms and Conditions, the Notes, the Receipts, the Coupons or any of the provisions
of the Trust Deed. Such a meeting may be convened by the relevant Issuer or the Trustee and shall
be convened by the relevant Issuer at the request of Noteholders holding not less than five per
cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any
such meeting for passing an Extraordinary Resolution is one or more persons holding or representing
a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned
meeting one or more persons being or representing Noteholders whatever the nominal amount of the
Notes so held or represented, except that at any meeting the business of which includes the
modification of certain provisions of these Terms and Conditions, the Notes, the Receipts, the
Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for
payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest
payable in respect of the Notes or altering the currency of payment of the Notes, the Receipts or
the Coupons), the quorum shall be one or more persons holding or representing not less than
two-thirds in nominal amount of the Notes for the time being outstanding, or at any adjourned such
meeting one or more persons holding or representing not less than one-third in nominal amount of
the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the
Noteholders shall be binding on all the Noteholders, whether or not they are present at the
meeting, and on all Receiptholders and Couponholders.



The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to:





	(i)	 	any modification (except as mentioned above) of any of these Terms and Conditions, the Notes,
the Receipts, the Coupons or the Trust Deed which is not in the opinion of the Trustee materially
prejudicial to the interests of the Noteholders; or
	 
	(ii)	 	any modification of any of these Terms and Conditions, the Notes, the Receipts, the Coupons or
the Trust Deed which is of a formal, minor or technical nature or is made to correct a manifest
error or to comply with mandatory provisions of the law.




The Trustee may also agree, without the consent of the Noteholders, Receiptholders or
Couponholders, to the waiver or authorisation of any breach or proposed breach of any of these
Terms and Conditions or any of the provisions of the Trust Deed or determine, without any such
consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the
Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the
Trustee, materially prejudicial to the interests of the Noteholders.



In connection with the exercise by it of any of its trusts, powers, authorities or discretions
(including, but without limitation, any modification, waiver, authorisation, determination or
substitution under Condition 18), the Trustee shall have regard to the general interests of the
Noteholders as a class but shall not have regard to any interests arising from circumstances
particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and,
in particular, but without limitation, shall not have regard to the consequences of such exercise
for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from
their being for any purpose domiciled or resident in, or otherwise connected with, or subject to
the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor
shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the




56









 







relevant Issuer and (as the case may be) any other relevant Obligor or any other person any
indemnification or payment in respect of any tax consequence of any such exercise upon individual
Noteholders, Receiptholders or Couponholders except, in the case of the relevant Issuer and (as the
case may be) any other relevant Obligor, to the extent provided for in Condition 8 and/or any
undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.



Any such modification, waiver, authorisation, determination or substitution under Condition 18
shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the
Trustee otherwise agrees, any such modification or substitution shall be notified to the
Noteholders in accordance with Condition 14 as soon as practicable thereafter.




16. Indemnification of the Trustee and its contracting with any relevant Obligor



The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including provisions relieving it from taking action unless indemnified to its
satisfaction.



The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i)
to enter into business transactions with Cadbury plc, any relevant Obligor and/or any of Cadbury
Holdings’ other Subsidiaries and to act as trustee for the holders of any other securities issued
or guaranteed by, or relating to, Cadbury plc, any relevant Obligor and/or any of Cadbury Holdings’
other Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and
perform its duties under or in relation to any such transactions or, as the case may be, any such
trusteeship without regard to the interests of, or consequences for, the Noteholders,
Receiptholders or Couponholders, and (iii) to retain and not be liable to account for any profit
made or any other amount or benefit received thereby or in connection therewith.




17. Further Issues



The relevant Issuer shall be at liberty from time to time without the consent of the Noteholders,
the Receiptholders or the Couponholders to create and issue further notes having terms and
conditions the same as the Notes or the same in all respects save for the amount and date of the
first payment of interest thereon and so that the same shall be consolidated and form a single
Series with the outstanding Notes.




18. Substitution



The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree
with Cadbury Holdings to the substitution in place of Cadbury Holdings in its capacity as Guarantor
(or of any previous substitute under this Condition) of (i) a Successor in Business (as defined in
the Trust Deed) to Cadbury Holdings or (ii) a Holding Company (as defined in the Trust Deed) of
Cadbury Holdings or (iii) a Subsidiary of Cadbury Holdings which is acceptable to the Trustee, in
each case subject to the Trustee being satisfied that the interests of the Noteholders will not be
materially prejudiced thereby and certain other conditions set out in the Trust Deed being complied
with.



The Trustee may, without the consent of the Noteholders, Receiptholders or Couponholders, agree
with CSF, CSI and Cadbury Holdings to the substitution in place of CSF or CSI (or of any previous
substitute under this Condition) of (i) another Subsidiary of Cadbury Holdings, (ii) any relevant
Obligor or its Successor in Business (in which case the Guarantee of such Obligor shall cease and
determine), (iii) a Subsidiary of a Holding Company of Cadbury Holdings or its Successor in
Business or (iv) a Holding Company of Cadbury Holdings or its Successor in Business (in each of
which cases (iii) and (iv) the Guarantee of Cadbury Holdings shall cease and determine if the
Trustee is satisfied that the interests of the Noteholders will not be materially prejudiced if
they become holders of Notes of such Subsidiary or Holding Company without the benefit of the
Guarantee of Cadbury Holdings rather than if they were to remain holders of Notes of CSF or, as the
case may be, CSI with the benefit of the Guarantee of Cadbury Holdings), in each case subject to
the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced
thereby and certain other conditions set out in the Trust Deed being complied with.




19. Governing Law



The Trust Deed (including the Guarantee), the Notes, the Receipts and the Coupons are governed by,
and shall be construed in accordance with, English law.




20. Enforcement and Rights of Third Parties



At any time after the Notes shall have become immediately due and repayable the Trustee may, at its
discretion and without further notice, take such proceedings against any relevant Obligor as it may
think fit to enforce repayment thereof together with accrued interest (if any) and any other moneys
payable pursuant to the provisions of the




57









 







Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such
proceedings or any other action in relation to the Trust Deed, the Notes, the Receipts or the
Coupons unless (i) it shall have been so directed by an Extraordinary Resolution of the Noteholders
or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes
then outstanding, and (ii) it shall have been indemnified to its satisfaction.



No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against any
Obligor unless the Trustee, having become bound so to proceed, fails so to do within a reasonable
period and such failure is continuing. No rights are conferred on any person under the Contracts
(Rights of Third parties) Act 1999 to enforce any term of this Note, but this does not affect any
right or remedy of any person which exists or is available apart from that Act.



For more information see “Contracts (Rights of Third Parties) Act 1999” under “General Information”
on page 82 of this Prospectus.




58









 



59


THE SECOND SCHEDULE




FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS




PART I




FORM OF TEMPORARY GLOBAL NOTE



[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE
CODE.]1




[CADBURY SCHWEPPES FINANCE p.l.c.

(the “Issuer”)

(incorporated with limited liability in England and Wales with registered number 465012)/




CADBURY SCHWEPPES INVESTMENTS plc

(the “Issuer”)

(incorporated with limited liability in England and Wales with
registered number
01135043)]2




unconditionally and irrevocably guaranteed by

CADBURY HOLDINGS LIMITED

(“Cadbury Holdings”)

(incorporated with limited liability in England and Wales with registered number 52457)

and

[CADBURY SCHWEPPES FINANCE p.l.c.

(“CSF”)

(incorporated with limited liability in England and Wales with registered number 465012)/




CADBURY SCHWEPPES INVESTMENTS plc

(“CSI”)

(incorporated with limited liability in England and Wales with
registered number 01135043)]2




TEMPORARY GLOBAL NOTE




This Note is a Temporary Global Note in respect of a duly authorised issue of Notes of the Issuer
(the “Notes”) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are
specified in the Final Terms applicable to the Notes (the “Final Terms”), a copy of which is
annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the
Notes as set out in the First Schedule to the Trust Deed (as defined below) as supplemented,
replaced and modified by the Final Terms but, in the event of any conflict between the provisions
of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words and
expressions defined in the Conditions shall bear the same meanings when used in this Global Note.
This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed
(such Trust Deed as modified
and/or supplemented and/or restated from time to time, the “Trust Deed”) dated 26th May, 1999 and
made between Cadbury Schweppes Public Limited Company (now Cadbury
Holdings), [the
Issuer/CSF]1 and
The Law Debenture Trust Corporation p.l.c. as trustee for the holders of the Notes.





 




			
	1	 	Include where the original maturity of the Notes is more than 365
days.
	 
	2	 	Delete as applicable.
	 
	1	 	Delete as applicable.










 



60






The Issuer, subject as hereinafter provided and subject to and in accordance with the Conditions
and the Trust Deed, promises to pay to the bearer hereof on each Instalment Date (if the Notes are
repayable in instalments) and on the Maturity Date and/or on such earlier date(s) as all or any of
the Notes represented by this Global Note may become due and repayable in accordance with the
Conditions and the Trust Deed, the amount payable under the Conditions in respect of such Notes on
each such date and to pay interest (if any) on the nominal amount of the Notes from time to time
represented by this Global Note calculated and payable as provided in the Conditions and the Trust
Deed together with any other sums payable under the Conditions and the Trust Deed, upon
presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or
any of the other Paying Agents located outside the United States, its territories and possessions
(except as provided in the Conditions) from time to time appointed by the Issuer, Cadbury Holdings
and
[CSF/CSI]2 in respect of the Notes, but in each case subject to the requirements as to
certification provided herein.



If the Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal
amount of Notes represented by this Global Note shall be the aggregate amount from time to time
entered in the records of both Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking,
société anonyme (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing
Systems). The records of the relevant Clearing Systems (which expression in this Global Note means
the records that each relevant Clearing System holds for its customers which reflect the amount of
each such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of
Notes represented by this Global Note and, for these purposes, a statement issued by a relevant
Clearing System (which statement shall be made available to the bearer upon request) stating the
nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of
the records of the relevant Clearing System at that time.



If the Final Terms indicate that this Global Note is not intended to be a New Global Note, the
nominal amount of the Notes represented by this Global Note shall be the amount stated in the
applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of
the Issuer in the relevant column in Part II, III, or IV of Schedule One hereto or in Schedule Two
hereto.



On any redemption of, or payment of an instalment or interest being made in respect of, or purchase
and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure
that:




	(i)	 	if the Final Terms indicate that this Global Note is intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered pro rata in the records of the relevant Clearing Systems, and, upon any such entry
being made, the nominal amount of the Notes recorded in the records of the relevant Clearing
Systems and represented by this Global Note shall be reduced by the aggregate nominal amount
of the Notes so redeemed or purchased and cancelled or by the aggregate amount of such
instalment so paid; or






	(ii)	 	if the Final Terms indicate that this Global Note is not intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in
Schedule One hereto recording any such redemption, payment or purchase and cancellation (as
the case
may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, payment of
an instalment or purchase and cancellation, the nominal amount of this Global Note and the
Notes represented by this Global Note shall be reduced by the nominal amount of such Notes
so redeemed or purchased and cancelled or the amount of such instalment so paid.







 




			
	1	 	Delete as applicable.
	 
	2	 	Delete as applicable.










 




61











Payments due in respect of Notes for the time being represented by this Global Note shall be made
to the bearer of this Global Note and each payment so made will discharge the Issuer’s obligations
in respect thereof. Any failure to make entries referred to above shall not affect such discharge.



Payments of principal and interest (if any) due prior to the Exchange Date (as defined below) will
only be made to the bearer hereof to the extent that there is presented to the Agent by Euroclear
and/or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect
of a person entitled to a beneficial interest in a particular nominal amount of the Notes
represented by this Global Note (as shown by its records) a certificate of non-US beneficial
ownership in the form required by it. . The bearer of this Global Note will not (unless, upon due
presentation of this Global Note for exchange, delivery of the appropriate number of Definitive
Notes (together, if applicable, with the Receipts, Coupons and Talons appertaining thereto in or
substantially in the forms set out in Parts III, IV, V and VI of the Second Schedule to the Trust
Deed) or, as the case may be, issue and delivery (or, as the case may be, endorsement) of the
Permanent Global Note is improperly withheld or refused and such withholding or refusal is
continuing at the relevant payment date) be entitled to receive any payment hereon due on or after
the Exchange Date.



On or after the date (the “Exchange Date”) which is the later of (i) 40 days after the Issue Date
and (ii) 40 days after the completion of the distribution of the Notes as certified by the relevant
Dealer(s) (in the case of a non-syndicated issue) or the relevant lead manager (in the case of a
syndicated issue), this Global Note may be exchanged (free of charge) in whole or in part for, as
specified in the Final Terms, either (a) Definitive Notes and (if applicable) Receipts, Coupons
and/or Talons (on the basis that all the appropriate details have been included on the face of such
Definitive Notes and (if applicable) Receipts, Coupons and/or Talons and the relevant information
supplementing, replacing or modifying the Conditions appearing in the Final Terms has been endorsed
on or attached to such Definitive Notes) or (b) either (if the Final Terms indicate that this
Global Note is intended to be a New Global Note) interests recorded in the records of the relevant
Clearing Systems in a Permanent Global Note or (if the Final Terms indicate that this Global Note
is not intended to be a New Global Note) a Permanent Global Note, which, in either case, is in or
substantially in the form set out in Part II of the Second Schedule to the Trust Deed (together
with the Final Terms attached thereto) upon notice being given by Euroclear and/or Clearstream,
Luxembourg acting on the instructions of any holder of an interest in this Global Note and subject,
in the case of Definitive Notes, to such notice period as is specified in the Final Terms.



If Definitive Notes and (if applicable) Receipts, Coupons and/or Talons have already been issued in
exchange for all the Notes represented for the time being by the Permanent Global Note, then this
Global Note may only thereafter be exchanged for Definitive Notes and (if applicable) Receipts,
Coupons and/or Talons pursuant to the terms hereof. This Global Note may be exchanged by the
bearer hereof on any day (other than a Saturday or a Sunday) on which banks are open for general
business in London.



The Issuer shall procure that Definitive Notes or (as the case may be) the Permanent Global Note
shall be issued and delivered and (in the case of the Permanent Global Note where the Final Terms
indicate that this Global Note is intended to be a New Global Note) interests in the Permanent
Global Note shall be recorded in the records of the relevant Clearing Systems in exchange for only
that portion of this Global Note in respect of which there shall have been presented to the Agent
by Euroclear or
Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a
person entitled to a beneficial interest in a particular nominal amount of the Notes represented by
this Global Note (as shown by its records) a certificate of non-US beneficial ownership in the form
required by it.



On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the
order of the Agent. The Issuer shall procure that:









 



62



	(i)	 	if the Final Terms indicate that this Global Note is intended to be a New Global Note, on an
exchange of the whole or part only of this Global Note, details of such exchange shall be
entered pro rata in the records of the relevant Clearing Systems such that the nominal amount
of Notes represented by this Global Note shall be reduced by the nominal amount of this Global
Note so exchanged; or






	(ii)	 	if the Final Terms indicate that this Global Note is not intended to be a New Global Note, on
an exchange of part only of this Global Note details of such exchange shall be entered by or
on behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto
recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal
amount of this Global Note and the Notes represented by this Global Note shall be reduced by
the nominal amount of this Global Note so exchanged. On any exchange of this Global Note for
a Permanent Global Note, details of such exchange shall be entered by or on behalf of the
Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two
thereto recording such exchange shall be signed by or on behalf of the Issuer.





Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall in all
respects (except as otherwise provided herein or in the Trust Deed) be entitled to the same
benefits as if he were the bearer of Definitive Notes and the relative Receipts, Coupons and/or
Talons (if any) in the form(s) set out in Parts III, IV, V and VI (as applicable) of the Second
Schedule to the Trust Deed.



Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes represented by this Global Note (in which regard any certificate or other document issued
by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be treated by the Issuer, Cadbury Holdings, [CSF/CSI,]1 the Trustee, the Agent and any
other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than
with respect to the payment of principal and interest on such nominal amount of such Notes, the
right to which shall be vested, as against the Issuer, Cadbury Holdings and [CSF/CSI]1, solely in
the bearer of this Global Note in accordance with and subject to the terms of this Global Note and
the Trust Deed.



This Global Note is governed by, and shall be construed in accordance with, English law.



This Global Note shall not be valid unless authenticated by The Bank of New York, London branch as
Agent, and, if the Final Terms indicate that this Global Note is intended to be a New Global Note
(i) which is intended to be held in a manner which would allow Eurosystem-eligibility or (ii) in
respect of which the Issuer has notified the Agent that effectuation is to be applicable,
effectuated by the entity appointed as a common safekeeper by the relevant Clearing Systems.





 




			
	1	 	Delete as applicable.
	 
	1	 	Delete as applicable.










 





63






IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by
a person duly authorised on its behalf.



Issued as of                                                   



	 	 	 	 	 
	[CADBURY SCHWEPPES FINANCE p.l.c./

CADBURY SCHWEPPES INVESTMENTS plc]1

 	 	 
	By:  	 	 	 
	 	Duly Authorised 	 	 
	 	 	 	 



Authenticated without recourse, warranty or liability by

The Bank of New York


London branch,


as Agent.




	 	 	 	 	 
	By:  	 	 	 
	 	Authorised Officer 	 	 
	 	 	 	 






2Effectuated without recourse,

warranty or liability by






	 	 	 	 	 
	 	 	 	 
	 	as common safekeeper  	 	 
	 	 	 	 
	By:  	 	 	 




 






			
	1	 	Delete as applicable.
	 
	2	 	This should only be completed where the Final Terms indicates that
this Global Note is intended to be a New Global Note.

















 





64




Schedule One*




PART I




INTEREST PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Confirmation of	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	payment by or on	 
	 	 	Interest Payment	 	 	Total amount of	 	 	Amount of	 	 	behalf of the	 
	Date made	 	Date	 	 	interest payable	 	 	interest paid	 	 	Issuer	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Schedule One should only be completed where the Final Terms
indicate that this Global Note is not intended to be a New Global Note.




 









 










65




PART II




PAYMENT OF INSTALMENT AMOUNTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining nominal	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	amount of this	 	 	 	 
	 	 	Total amount of	 	 	Amount of	 	 	Global Note	 	 	Confirmation of	 
	 	 	Instalment	 	 	Instalment	 	 	following such	 	 	payment by or on	 
	Date made	 	Amounts payable	 	 	Amounts paid	 	 	payment *	 	 	behalf of the Issuer	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.




 









 










66




PART III




REDEMPTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining nominal	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	amount of this	 	 	 	 
	 	 	Total amount	 	 	 	 	 	 	Global Note	 	 	Confirmation of	 
		 	of principal	 	 	Amount of	 	 	following such	 	 	redemption by or	 
	Date made	 	payable	 	 	principal paid	 	 	redemption*	 	 	on behalf of the Issuer	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.




 









 










67




PART IV




PURCHASES AND CANCELLATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Remaining nominal	 	 	 	 
	 	 	Part of nominal	 	 	amount of this	 	 	Confirmation of	 
	 	 	amount of this	 	 	Global Note	 	 	purchase and	 
	 	 	Global Note	 	 	following such	 	 	cancellation by or	 
		 	purchased and	 	 	purchase and	 	 	on behalf of the	 
	Date made	 	cancelled	 	 	cancellation*	 	 	Issuer	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.




 









 







68




Schedule Two*




EXCHANGES

FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE



The following exchanges of a part of this Global Note for Definitive Notes or a part of a Permanent
Global Note have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Nominal amount of	 	 	 	 	 	 	 
	 	 	this Global Note	 	 	 	 	 	 	 
	 	 	exchanged for	 	 	Remaining nominal	 	 	 	 
	 	 	Definitive Notes or	 	 	amount of this	 	 	 	 
	 	 	a part of a	 	 	Global Note	 	 	Notation made by or	 
		 	Permanent Global	 	 	following such	 	 	on behalf of the	 
	Date made	 	Note	 	 	exchange*	 	 	Issuer	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in this Schedule Two in order to
determine this amount.
	 
	*	 	Schedule Two should only be completed where the Final Terms
indicate that this Global Note is not intended to be a New Global Note.






 












 





69




PART II




FORM OF PERMANENT GLOBAL NOTE



[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.]1




[CADBURY SCHWEPPES FINANCE p.l.c.

(the “Issuer”)

(incorporated with limited liability in England and Wales with registered number 465012)




CADBURY SCHWEPPES INVESTMENTS plc

(the “Issuer”)

(incorporated with limited liability in England and Wales with registered number 01135043)]2




unconditionally and irrevocably guaranteed by

CADBURY HOLDINGS LIMITED

(“Cadbury Holdings”)

(incorporated with limited liability in England and Wales with registered number 52457)

and

[CADBURY SCHWEPPES FINANCE p.l.c.

(“CSF”)

(incorporated with limited liability in England and Wales with registered number 465012)




CADBURY SCHWEPPES INVESTMENTS plc

(“CSI”)

(incorporated with limited liability in England and Wales with registered number
01135043)]2




PERMANENT GLOBAL NOTE



This Note is a Permanent Global Note in respect of a duly authorised issue of Notes of the Issuer
(the “Notes”) of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s) as are
specified in the Final Terms applicable to the Notes (the “Final Terms”), a copy of which is
annexed hereto. References herein to the Conditions shall be to the Terms and Conditions of the
Notes as set out in the First Schedule to the Trust Deed (as defined below) as supplemented,
replaced and modified by the Final Terms but, in the event of any conflict between the provisions
of the Conditions and the information in the Final Terms, the Final Terms will prevail. Words and
expressions defined in the Conditions shall bear the same meanings when used in this Global Note.
This Global Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed
(such Trust Deed as modified and/or supplemented and/or restated from time to time, the “Trust
Deed”) dated 26th May, 1999 and made between Cadbury Schweppes Public Limited Company (now
Cadbury Holdings), [the Issuer/CSF]1 and The Law Debenture Trust Corporation p.l.c. as trustee for
the holders of the Notes.






 




			
	1 	 	 Include where the original maturity of the Notes is more than 365
days.
	 
	2 	 	 Delete as applicable.
	 
	1 	 	 Delete as applicable.










 



70





The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to
the bearer hereof on each Instalment Date (if the Notes are repayable in instalments) and on the
Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the Conditions and the Trust Deed, the amount
payable under the Conditions in respect of such Notes on each such date and to pay interest (if
any) on the nominal amount of the Notes from time to time represented by this Global Note
calculated and payable as provided in the Conditions and the Trust Deed together with any other
sums payable under the Conditions and the Trust Deed, upon presentation and, at maturity, surrender
of this Global Note to or to the order of the Agent or any of the other Paying Agents located
outside the United States, its territories and possessions (except as provided in the Conditions)
from time to time appointed by the Issuer, Cadbury Holdings and [CSF/CSI]1 in respect of the Notes.



If the Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal
amount of Notes represented by this Global Note shall be the aggregate amount from time to time
entered in the records of both Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking,
société anonyme (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing
Systems). The records of the relevant Clearing Systems (which expression in this Global Note means
the records that each relevant Clearing System holds for its customers which reflect the amount of
each such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of
Notes represented by this Global Note and, for these purposes, a statement issued by a relevant
Clearing System (which statement shall be made available to the bearer upon request) stating the
nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of
the records of the relevant Clearing System at that time.



If the Final Terms indicate that this Global Note is not intended to be a New Global Note, the
nominal amount of the Notes represented by this Global Note shall be the amount stated in the
applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of
the Issuer in the relevant column in Part II, Part III, or Part IV of Schedule One hereto or in
Schedule Two hereto.



On any redemption of, or payment of an instalment or interest being made in respect of, or purchase
and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure
that:





	(i)	 	if the Final Terms indicate that this Global Note is intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered pro rata in the records of the relevant Clearing Systems and, upon any such entry
being made, the nominal amount of the Notes recorded in the records of the relevant Clearing
Systems and represented by this Global Note shall be reduced by the aggregate nominal amount
of the Notes so redeemed or purchased and cancelled or by the aggregate amount of such
instalment so paid; or
	 
	(ii)	 	if the Final Terms indicate that this Global Note is not intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in
Schedule One hereto recording any such redemption, payment or purchase and cancellation (as
the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption,
payment of an instalment or purchase and cancellation, the nominal amount of this Global
Note and the Notes represented by this Global Note shall be reduced by the nominal amount of
such Notes so redeemed or purchased and cancelled or the amount of such instalment so paid.







 




			
	1 	 	Delete as applicable.










 



71









Payments due in respect of Notes for the time being represented by this Global Note shall be made
to the bearer of this Global Note and each payment so made will discharge the Issuer’s obligations
in respect thereof and any failure to make entries referred to above shall not affect such
discharge.



If the Notes represented by this Global Note were, on issue, represented by a Temporary Global Note
then on any exchange of such Temporary Global Note for this Global Note or any part hereof, the
Issuer shall procure that:





	(i)	 	if the Final Terms indicate that this Global Note is intended to be a New Global Note,
details of such exchange shall be entered in the records of the relevant Clearing Systems such
that the nominal amount of Notes represented by this Global Note shall be increased by the
nominal amount of the Temporary Global Note so exchanged; or
	 
	(ii)	 	if the Final Terms indicate that this Global Note is not intended to be a New Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto
and the relevant space in Schedule Two hereto recording such exchange shall be signed by or on
behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be increased by the nominal amount of the Temporary
Global Note so exchanged.




This Global Note may be exchanged (free of charge) in whole, but not in part, for Definitive Notes
and (if applicable) Receipts, Coupons and/or Talons in or substantially in the forms set out in
Parts III, IV, V and VI of the Second Schedule to the Trust Deed (on the basis that all the
appropriate details have been included on the face of such Definitive Notes and (if applicable)
Receipts, Coupons and/or Talons and the relevant information supplementing, replacing or modifying
the Conditions appearing in the Final Terms has been endorsed on or attached to such Definitive
Notes) either, as specified in the applicable Final Terms:





	(i)	 	upon not less than 60 days’ written notice being given to the Agent by Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest in this
Global Note); or
	 
	(ii)	 	only upon the occurrence of an Exchange Event.
	 
	 	 	An “Exchange Event” means:






	 	(1)	 	an Event of Default has occurred and is continuing;
	 
	 	(2)	 	the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have
been closed for business for a continuous period of 14 days (other than by reason of
holiday, statutory or otherwise) or have announced an intention permanently to cease
business or have in fact done so and no alternative clearing system satisfactory to the
Trustee is available; or
	 
	 	(3)	 	the Issuer has or will become obliged to pay additional amounts as provided for
or referred to in Condition 8 which would not be required were the Notes in definitive
form.




Upon the occurrence of an Exchange Event:





	 	(i)	 	the Issuer will promptly give notice to Noteholders in accordance with
Condition 14 of the occurrence of such Exchange Event; and











 



72

	 	(ii)	 	Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any
holder of an interest in this Global Note) or the Trustee may give notice to the
Agent requesting exchange and, in the event of the occurrence of an Exchange Event as
described in (3) above, the Issuer may also give notice to the Agent requesting
exchange.




Any such exchange shall occur on a date specified in the notice not later than 60 days after the
date of receipt of the first relevant notice by the Agent.



The first notice requesting exchange in accordance with the above provisions shall give rise to
the issue of Definitive Notes for the total nominal amount of Notes represented by this Global
Note.



Any such exchange as aforesaid will be made on any day (other than a Saturday or a Sunday) on which
banks are open for business in London by the bearer of this Global Note.



The aggregate nominal amount of Definitive Notes issued upon an exchange of this Global Note will
be equal to the aggregate nominal amount of this Global Note. Upon exchange of this Global Note
for Definitive Notes, the Agent shall cancel it or procure that it is cancelled.



Until the exchange of the whole of this Global Note as aforesaid, the bearer hereof shall (subject
as provided in the next paragraph) in all respects be entitled to the same benefits as if he were
the bearer of Definitive Notes and the relative Receipts, Coupons and/or Talons (if any) in the
form(s) set out in Parts III, IV, V and VI (as applicable) of the Second Schedule to the Trust
Deed.



Each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in
the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of
the Notes represented by this Global Note (in which regard any certificate or other document issued
by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in the case of manifest
error) shall be treated by the Issuer, Cadbury Holdings, [CSF/CSI,]1 the Trustee, the Agent and any
other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than
with respect to the payment of principal and interest on such nominal amount of such Notes, the
right to which shall be vested, as against the Issuer, Cadbury Holdings and [CSF/CSI]1,
solely in the bearer of this Global Note in accordance with and subject to the terms of this Global
Note and the Trust Deed.



This Global Note is governed by, and shall be construed in accordance with, English law.



This Global Note shall not be valid unless authenticated by The Bank of New York,. London branch as
Agent and, if the Final Terms indicate that this Global Note is intended to be a New Global Note
(i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in
respect of which the Issuer has notified the Agent that effectuation is to be applicable,
effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.






 




			
	1 	 	Delete as applicable.










 



73





IN WITNESS whereof the Issuer has caused this Global Note to be signed manually or in facsimile by
a person duly authorised on its behalf.




	 	 	 	 	 
	 	 
	Issued as of	 	 








[CADBURY SCHWEPPES FINANCE p.l.c./

CADBURY SCHWEPPES INVESTMENTS plc]1




	 	 	 	 	 
	By:  	 	 
	 	Duly Authorised 	 
	 



Authenticated without recourse, warranty or liability by

The Bank of New York London branch,

as Agent.




	 	 	 	 	 
	By:  	 	 
	 	Authorised Officer 	 
	 



2Effectuated without recourse,

warranty or liability by




	 	 	 	 	 
	
as common safekeeper

 	 
	 	 
	By:  	 	 
	 	 	 
	 	 	 
	 





 




			
	1 	 	Delete as applicable.
	 
	2 	 	 This should only be completed where the Final Terms indicates that
this Global Note is intended to be a New Global Note.










 



74






Schedule One*




PART I




INTEREST PAYMENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Confirmation of
	Date	 	Interest Payment	 	Total amount of interest	 	Amount of	 	payment by or on
	made	 	Date	 	payable	 	interest paid	 	behalf of the Issuer
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	Schedule One should only be completed where the Final Terms
indicate that this Global Note is not intended to be a New Global Note.










 



75






PART II




PAYMENT OF INSTALMENT AMOUNTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Nominal amount of	 	 
	 	 	Total amount	 	Amount of	 	this Global Note	 	Confirmation of
	Date	 	of Instalment	 	Instalment	 	following such	 	payment by or on behalf
	made	 	Amounts payable	 	Amounts paid	 	payment *	 	of the Issue
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.










 



76






PART III




REDEMPTION




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Remaining nominal	 	 
	 	 	 	 	 	 	amount of this	 	 
	 	 	Total amount	 	 	 	Global Note	 	Confirmation of
	Date	 	of principal	 	Amount of	 	following such	 	redemption by or on
	made	 	payable	 	principal paid	 	redemption*	 	behalf of the Issuer
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.










 



77






PART IV




PURCHASES AND CANCELLATIONS




	 	 	 	 	 	 	 
	 	 	 	 	Remaining nominal	 	 
	 	 	 	 	amount of this Global	 	 
	 	 	Part of nominal amount of	 	Note following such	 	Confirmation of purchase
	Date	 	this Global Note	 	purchase and	 	and cancellation by or
	made	 	purchased and cancelled	 	cancellation*	 	on behalf of the Issuer
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.










 



78






Schedule Two*




EXCHANGES



(only applicable where the Notes represented by this Global Note were, on issue, represented by a
Temporary Global Note)




	 	 	 	 	 	 	 
	Date made	 	Nominal amount of	 	Nominal amount of	 	Notation made by or
	 	 	Temporary Global	 	this Global Note	 	on behalf of the
	 	 	Note exchanged for	 	following such	 	Issuer
	 	 	this Global Note	 	exchange*	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 
	     

	 	     
	 	     
	 	     
	 

	 	 
	 	 
	 	 







 




			
	*	 	See most recent entry in Part II, III or IV of Schedule One or in this Schedule Two in order to
determine this amount.
	 
	*	 	Schedule Two should only be completed where the Final Terms
indicate that this Global Note is not intended to be a New Global Note.


















 





79




PART III




FORM OF DEFINITIVE NOTE



[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1




[CADBURY SCHWEPPES FINANCE p.l.c.

(the “Issuer”)

(incorporated with limited liability in England and Wales with registered number 465012)/




CADBURY SCHWEPPES INVESTMENTS plc

(the “Issuer”)

(incorporated with limited liability in England and Wales with registered number 01135043)]2




unconditionally and irrevocably guaranteed by

CADBURY HOLDINGS LIMITED

(“Cadbury Holdings”)

(incorporated with limited liability in England and Wales with registered number 52457)

and

[CADBURY SCHWEPPES FINANCE p.l.c.

(“CSF”)

(incorporated with limited liability in England and Wales with registered number 465012)/




CADBURY SCHWEPPES INVESTMENTS plc

(“CSI”)

(incorporated with limited liability in England and Wales with registered number 01135043)]2




[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]



This Note is one of a Series of Notes of [Specified Currency(ies) and Specified Denomination(s)]
each of the Issuer (“Notes”). References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/set out in the First Schedule to the Trust Deed (as defined below)
which shall be incorporated by reference herein and have effect as if set out herein] as
supplemented, replaced and modified by the relevant information (appearing in the Final Terms (the
“Final Terms”)) endorsed hereon but, in the event of any conflict between the provisions of the
said Conditions and such information in the Final Terms, such information will prevail. Words and
expressions defined in the Conditions shall bear the same meanings when used in this Note. This
Note is issued subject to, and with the benefit of, the Conditions and a Trust Deed (such Trust
Deed as modified and/or supplemented and/or restated from time to time, the “Trust Deed”) dated
26th May, 1999 and made between Cadbury Schweppes Public Limited Company (now Cadbury Holdings),
[the Issuer/CSF]2 and The Law Debenture Trust Corporation p.l.c. as trustee for the
holders of the Notes.



The Issuer, subject to and in accordance with the Conditions and the Trust Deed, promises to pay to
the bearer hereof on [each Instalment Date and] the Maturity Date or on such earlier date as this
Note






 




			
	1	 	Include where the original maturity of the Notes is more than 365
days.
	 
	2	 	Delete as applicable.










 



80





may become due and repayable in accordance with the Conditions and the Trust Deed, the amount
payable on redemption of this Note and to pay interest (if any) on the nominal amount of this Note
calculated and payable as provided in the Conditions and the Trust Deed together with any other
sums payable under the Conditions and the Trust Deed.



This Note shall not be valid unless authenticated by The Bank of New York London branch as Agent.



IN WITNESS whereof this Note has been executed on behalf of the Issuer.



Issued as of                                         




	 	 	 	 	 
	[CADBURY SCHWEPPES FINANCE p.l.c./

CADBURY SCHWEPPES INVESTMENTS plc]1

 	 
	By:  	 	 
	 	Duly Authorised 	 
	 	 	 
	 



	 	 	 	 	 
	Authenticated without
recourse, warranty or liability by

The Bank of New York

London branch,

as Agent.

 	 
	By:  	 	 
	 	Authorised Officer 	 
	 	 	 
	 





 




			
	1	 	Delete as applicable.










 



81






[Conditions]



[Conditions to be as set out in the First Schedule to this Trust Deed or such other form as may be
agreed between the relevant Issuer, the Agent, the Trustee and the relevant Dealer(s), but shall
not be endorsed if not required by the relevant Stock Exchange]










 



82




Final Terms





     [Here to be set out the text of the relevant information supplementing,
replacing or modifying the Conditions which appears in the Final Terms relating to the Notes]









 



83


PART IV




FORM OF RECEIPT




[CADBURY SCHWEPPES FINANCE p.l.c./

CADBURY SCHWEPPES INVESTMENTS plc]1




[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]




Series No. [          ]



Receipt for the sum of [          ] being the instalment of principal payable in accordance with the
Terms and Conditions applicable to the Note to which this Receipt appertains (the “Conditions”) on
[          ].



This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon
the holder of this Receipt (whether or not it is for the time being attached to such Note) and is
payable at the specified office of any of the Paying Agents set out on the reverse hereof (and/or
any other or further Paying Agents and/or specified offices as may from time to time be duly
appointed and notified to the Noteholders).



This Receipt must be presented for payment together with the Note to which it appertains. The
Issuer shall have no obligation in respect of any Receipt presented without the Note to which it
appertains or any unmatured Receipts.



[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2






 




			
	1	 	Delete as applicable.
	 
	2	 	Include where the original maturity of the Notes is more than 365 days.










 



84






PART V




FORM OF COUPON



On the front:




[CADBURY SCHWEPPES FINANCE p.l.c./

CADBURY SCHWEPPES INVESTMENTS plc]1




[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]




Series No. [          ]



[Coupon appertaining to a Note in the denomination of [Specified Currency and Specified
Denomination]].2




Part A




[For Fixed Rate Notes:




	 	 	 
	This Coupon is payable to bearer, separately

	 	Coupon for
	negotiable and subject to the Terms and

	 	[          ]
	Conditions of the said Notes.

	 	due on [     ], [     ]]






Part B




[For Floating Rate Notes or Indexed Interest Notes:




Coupon for the amount due in accordance with

the Terms and Conditions endorsed on,

attached to or incorporated by reference

into the said Notes on [the Interest Payment

Date falling in [     ] [     ]/[     ]].




This Coupon is payable to bearer, separately

negotiable and subject to such Terms and

Conditions, under which it may become void

before its due date.]



[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]3






 




			
	1	 	Delete as applicable.
	 
	2	 	Delete where the Notes are all of the same denomination.
	 
	3	 	Include where the original maturity of the Notes is more than 365 days.










 



85






PART VI




FORM OF TALON



On the front:




[CADBURY SCHWEPPES FINANCE p.l.c./

CADBURY SCHWEPPES INVESTMENTS plc]1




[Specified Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]




Series No. [     ]



[Talon appertaining to a Note in the denomination of [Specified Currency and Specified
Denomination]] 2.



On and after [          ] further Coupons [and a further Talon]3 appertaining to the Note to
which this Talon appertains will be issued at the specified office of any of the Paying Agents set
out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as
may from time to time be duly appointed and notified to the Noteholders) upon production and
surrender of this Talon.



This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on
the Note to which this Talon appertains.



[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]4






 




			
	1	 	Delete as applicable.
	 
	2	 	Delete where the Notes are all of the same denomination.
	 
	3	 	Not required on last Coupon sheet.
	 
	4	 	Include where the original maturity of the Notes is more than 365 days.






 











 




86


On the back of Receipts, Coupons and Talons:



AGENT




The Bank of New York

40th FloorOne Canada Square

London E14 5AL




OTHER PAYING AGENT




The Bank of New York (Luxembourg) S.A.

Corporate Trust Service

Aerogolf Centre — 1A

Hoehenhof

L-1736 Senningerberg










 





87


THE THIRD SCHEDULE




PROVISIONS FOR MEETINGS OF NOTEHOLDERS





	1.	(A)	 	As used in this Schedule the following expressions shall have the following meanings
unless the context otherwise requires:






	 	(i)	 	“voting certificate” shall mean an English language certificate
issued by a Paying Agent and dated in which it is stated:






	 	(a)	 	that on the date thereof Notes (whether in
definitive form or represented by a Global Note and not being Notes in
respect of which a block voting instruction has been issued and is
outstanding in respect of the meeting specified in such voting
certificate or any adjourned such meeting) were deposited with such
Paying Agent or (to the satisfaction of such Paying Agent) were held to
its order or under its control or blocked in an account with a clearing
system and that no such Notes will cease to be so deposited or held or
blocked until the first to occur of:






	 	(1)	 	the conclusion of the meeting
specified in such certificate or, if later, of any adjourned
such meeting; and
	 
	 	(2)	 	the surrender of the
certificate to the Paying Agent who issued the same; and






	 	(b)	 	that the bearer thereof is entitled to attend
and vote at such meeting and any adjourned such meeting in respect of
the Notes represented by such certificate;






	 	(ii)	 	“block voting instruction” shall mean an English language
document issued by a Paying Agent and dated in which:






	 	(a)	 	it is certified that Notes (whether in
definitive form or represented by a Global Note and not being Notes in
respect of which a voting certificate has been issued and is
outstanding in respect of the meeting specified in such block voting
instruction and any adjourned such meeting) have been deposited with
such Paying Agent or (to the satisfaction of such Paying Agent) were
held to its order or under its control or blocked in an account with a
clearing system and that no such Notes will cease to be so deposited or
held or blocked until the first to occur of:






	 	(1)	 	the conclusion of the meeting
specified in such document or, if later, of any adjourned such
meeting; and
	 
	 	(2)	 	the surrender to the Paying
Agent not less than 48 hours before the time for which such
meeting or any adjourned such meeting is convened of the
receipt issued by such Paying Agent in respect of each such
deposited Note which is to be released or (as the case may
require) the Note or Notes ceasing with the agreement of the
Paying Agent to be held to its order or under its control or so
blocked and the giving of notice by the Paying Agent to the
relevant Issuer in










 



88


	 	 	 	accordance with paragraph 17 hereof of the necessary
amendment to the block voting instruction;






	 	(b)	 	it is certified that each holder of such Notes
or a duly authorised agent on his behalf has instructed such Paying
Agent that the vote(s) attributable to the Note or Notes so deposited
or held or blocked should be cast in a particular way in relation to
the resolution or resolutions to be put to such meeting or any
adjourned such meeting and that all such instructions are during the
period commencing 48 hours prior to the time for which such meeting or
any adjourned such meeting is convened and ending at the conclusion or
adjournment thereof neither revocable nor capable of amendment;
	 
	 	(c)	 	the aggregate nominal amount of the Notes so
deposited or held or blocked are listed distinguishing with regard to
each such resolution between those in respect of which instructions
have been given as aforesaid that the votes attributable thereto should
be cast in favour of the resolution and those in respect of which
instructions have been so given that the votes attributable thereto
should be cast against the resolution; and
	 
	 	(d)	 	one or more persons named in such document
(each hereinafter called a “proxy”) is or are authorised and instructed
by such Paying Agent to cast the votes attributable to the Notes so
listed in accordance with the instructions referred to in (c) above as
set out in such document;






	 	(iii)	 	“24 hours” shall mean a period of 24 hours including all or
part of a day upon which banks are open for business in both the place where
the relevant meeting is to be held and in each of the places where the Paying
Agents have their specified offices (disregarding for this purpose the day upon
which such meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until there is
included as aforesaid all or part of a day upon which banks are open for
business in all of the places as aforesaid; and
	 
	 	(iv)	 	“48 hours” shall mean a period of 48 hours including all or
part of two days upon which banks are open for business both in the place where
the relevant meeting is to be held and in each of the places where the Paying
Agents have their specified offices (disregarding for this purpose the day upon
which such meeting is to be held) and such period shall be extended by one
period or, to the extent necessary, more periods of 24 hours until there is
included as aforesaid all or part of two days upon which banks are open for
business in all of the places as aforesaid.






	 	(B)	 	A holder of a Note (whether in definitive form or represented by a Global Note)
may obtain a voting certificate in respect of such Note from a Paying Agent or require
a Paying Agent to issue a block voting instruction in respect of such Note by
depositing such Note with such Paying Agent or (to the satisfaction of such Paying
Agent) by such Note being held to its order or under its control or being blocked in an
account with a clearing system, in each case not less than 48 hours before the time
fixed for the relevant meeting and on the terms set out in sub-paragraph (A)(i)(a) or
(A)(ii)(a) above (as the case may be), and (in the case of a block voting instruction)
instructing such Paying Agent to the effect set out in sub-paragraph (A)(ii)(b) above.
The holder of any voting certificate or the proxies named in any block voting
instruction shall for all purposes in connection with the relevant meeting or adjourned
meeting of 










 



89


	 	 	 	Noteholders be deemed to be the holder of the Notes to which
such voting certificate or block voting instruction relates and the Paying Agent
with which such Notes have been deposited or the person holding the same to the
order or under the control of such Paying Agent or the clearing system in which such
Notes have been blocked shall be deemed for such purposes not to be the holder of
those Notes.






	2.	 	The relevant Issuer, Cadbury Holdings, CSF (where the relevant Issuer is CSI), CSI (where the
relevant Issuer is CSF) or the Trustee may at any time and the relevant Issuer shall upon a
requisition in writing in the English language signed by the holders of not less than five per
cent. in nominal amount of the Notes for the time being outstanding convene a meeting of the
Noteholders and if the relevant Issuer makes default for a period of seven days in convening
such a meeting the same may be convened by the Trustee or the requisitionists. Whenever the
relevant Issuer or Cadbury Holdings or (where the relevant Issuer is CSI) CSF or (where the
relevant Issuer is CSF) CSI is about to convene any such meeting the relevant Issuer or, as
the case may be, Cadbury Holdings or, as the case may be, CSF (where the relevant Issuer is
CSI) or, as the case may be, CSI (where the relevant Issuer is CSF) shall forthwith give
notice in writing to the Trustee of the day, time and place thereof and of the nature of the
business to be transacted thereat. Every such meeting shall be held at such time and place as
the Trustee may appoint or approve.
	 
	3.	 	At least 21 days’ notice (exclusive of the day on which the notice is given and the day on
which the meeting is to be held) specifying the place, day and hour of meeting shall be given
to the holders of the relevant Notes prior to any meeting of such holders in the manner
provided by Condition 14. Such notice, which shall be in the English language, shall state
generally the nature of the business to be transacted at the meeting thereby convened but
(except for an Extraordinary Resolution) it shall not be necessary to specify in such notice
the terms of any resolution to be proposed. Such notice shall include statements, if
applicable, to the effect that Notes may, not less than 48 hours before the time fixed for the
meeting, be deposited with Paying Agents or (to their satisfaction) held to their order or
under their control or blocked in an account with a clearing system for the purpose of
obtaining voting certificates or appointing proxies. A copy of the notice shall be sent by
post to the Trustee (unless the meeting is convened by the Trustee), to the relevant Issuer
(unless the meeting is convened by the relevant Issuer), to Cadbury Holdings (unless the
meeting is convened by Cadbury Holdings), (where the relevant Issuer is CSI) CSF (unless the
meeting is convened by CSF) and (where the relevant Issuer is CSF) CSI (unless the meeting is
convened by CSI).
	 
	4.	 	A person (who may but need not be a Noteholder) nominated in writing by the Trustee shall be
entitled to take the chair at the relevant meeting or adjourned meeting but if no such
nomination is made or if at any meeting or adjourned meeting the person nominated shall not be
present within 15 minutes after the time appointed for holding the meeting or adjourned
meeting the Noteholders present shall choose one of their number to be Chairman, failing which
the relevant Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be
the same person as was Chairman of the meeting from which the adjournment took place.
	 
	5.	 	At any such meeting one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate not less than
one-twentieth of the nominal amount of the Notes for the time being outstanding shall (except
for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of
business and no business (other than the choosing of a Chairman) shall be transacted at any
meeting unless the requisite quorum be present at the commencement of the relevant business.
The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as
provided below) be one or more persons present holding Definitive Notes or voting certificates
or being proxies and holding or representing in the aggregate a clear majority in nominal
amount of the Notes for the time being outstanding PROVIDED THAT at any meeting the business
of which includes any of the following matters (each of which shall,










 



90


	 	 	subject only to Clause 19(B)(ii), only be capable of being effected after having been
approved by Extraordinary Resolution) namely:






	 	(i)	 	reduction or cancellation of the amount payable or, where applicable,
modification, except where such modification is in the opinion of the Trustee bound to
result in an increase, of the method of calculating the amount payable or modification
of the date of payment or, where applicable, of the method of calculating the date of
payment in respect of any principal or interest in respect of the Notes;
	 
	 	(ii)	 	alteration of the currency in which payments under the Notes, Receipts and
Coupons are to be made;
	 
	 	(iii)	 	alteration of the majority required to pass an Extraordinary Resolution;
	 
	 	(iv)	 	the sanctioning of any such scheme or proposal as is described in paragraph
18(I) below; and
	 
	 	(v)	 	alteration of this proviso or the proviso to paragraph 6 below;






	 	 	the quorum shall be one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate not less than
two-thirds of the nominal amount of the Notes for the time being outstanding.
	 
	6.	 	If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may
decide) after the time appointed for any such meeting a quorum is not present for the
transaction of any particular business, then, subject and without prejudice to the transaction
of the business (if any) for which a quorum is present, the meeting shall if convened upon the
requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the
same day in the next week (or if such day is a public holiday the next succeeding business
day) at the same time and place (except in the case of a meeting at which an Extraordinary
Resolution is to be proposed in which case it shall stand adjourned for such period, being not
less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by
the Chairman either at or subsequent to such meeting and approved by the Trustee). If within
15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after
the time appointed for any adjourned meeting a quorum is not present for the transaction of
any particular business, then, subject and without prejudice to the transaction of the
business (if any) for which a quorum is present, the Chairman may either (with the approval of
the Trustee) dissolve such meeting or adjourn the same for such period, being not less than 13
clear days (but without any maximum number of clear days), and to such place as may be
appointed by the Chairman either at or subsequent to such adjourned meeting and approved by
the Trustee, and the provisions of this sentence shall apply to all further adjourned such
meetings. At any adjourned meeting one or more persons present holding Definitive Notes of
the relevant one or more Series or voting certificates or being proxies (whatever the nominal
amount of the Notes so held or represented by them) shall (subject as provided below) form a
quorum and shall have power to pass any resolution and to decide upon all matters which could
properly have been dealt with at the meeting from which the adjournment took place had the
requisite quorum been present PROVIDED THAT at any adjourned meeting the quorum for the
transaction of business comprising any of the matters specified in the proviso to paragraph 5
above shall be one or more persons present holding Definitive Notes or voting certificates or
being proxies and holding or representing in the aggregate not less than one-third of the
nominal amount of the Notes for the time being outstanding.
	 
	7.	 	Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall
be given in the same manner as notice of an original meeting but as if 10 were substituted for
21 in paragraph 3 above and such notice shall state the required quorum. Subject as aforesaid
it shall not be necessary to give any notice of an adjourned meeting.










 



91








	8.	 	Every question submitted to a meeting shall be decided in the first instance by a show of
hands and in case of equality of votes the Chairman shall both on a show of hands and on a
poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled
as a Noteholder or as a holder of a voting certificate or as a proxy.
	 
	9.	 	At any meeting unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the Chairman, any of the relevant Obligors, the Trustee or any person
present holding a Definitive Note of the relevant Series or a voting certificate or being a
proxy (whatever the nominal amount of the Notes so held or represented by him) a declaration
by the Chairman that a resolution has been carried or carried by a particular majority or lost
or not carried by a particular majority shall be conclusive evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or against such resolution.
	 
	10.	 	Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken
in such manner and subject as hereinafter provided either at once or after an adjournment as
the Chairman directs and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of the poll. The demand
for a poll shall not prevent the continuance of the meeting for the transaction of any
business other than the motion on which the poll has been demanded.
	 
	11.	 	The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the
same from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment took place.
	 
	12.	 	Any poll demanded at any such meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.
	 
	13.	 	The Trustee and its lawyers and any director, officer or employee of a corporation being a
trustee of these presents and any director or officer of the relevant Issuer or, as the case
may be, Cadbury Holdings or, as the case may be, CSF (where the relevant Issuer is CSI) or, as
the case may be, CSI (where the relevant Issuer is CSF) and its or their lawyers and any other
person authorised so to do by the Trustee may attend and speak at any meeting. Save as
aforesaid, but without prejudice to the proviso to the definition of “outstanding” in Clause
1, no person shall be entitled to attend and speak nor shall any person be entitled to vote at
any meeting of Noteholders or join with others in requesting the convening of such a meeting
or to exercise the rights conferred on Noteholders by Condition 10 unless he either produces
the Definitive Note or Definitive Notes of which he is the holder or a voting certificate or
is a proxy. No person shall be entitled to vote at any meeting in respect of Notes held by,
for the benefit of, or on behalf of, any of the relevant Obligors or any Holding Company or
other Subsidiary of any of the relevant Obligors. Nothing herein shall prevent any of the
proxies named in any block voting instruction from being a director, officer or representative
of or otherwise connected with any of the relevant Obligors.
	 
	14.	 	Subject as provided in paragraph 13 hereof at any meeting:






	 	(A)	 	on a show of hands every person who is present in person and produces a
Definitive Note or voting certificate or is a proxy shall have one vote; and
	 
	 	(B)	 	on a poll every person who is so present shall have one vote in respect of each
£1.00 or such other pounds sterling amount as the Trustee may in its absolute
discretion stipulate (or, in the case of meetings of holders of Notes denominated in
another currency, such amount in such other currency as the Trustee in its absolute
discretion 










 



92


	 	 	 	may stipulate) in nominal amount of the Definitive Notes so produced or
represented by the voting certificate so produced or in respect of which he is a proxy.






	 	 	Without prejudice to the obligations of the proxies named in any block voting instruction
any person entitled to more than one vote need not use all his votes or cast all the votes
to which he is entitled in the same way.
	 
	15.	 	The proxies named in any block voting instruction need not be Noteholders.
	 
	16.	 	Each block voting instruction together (if so requested by the Trustee) with proof
satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent shall
be deposited by the relevant Paying Agent at such place as the Trustee shall approve not less
than 24 hours before the time appointed for holding the meeting or adjourned meeting at which
the proxies named in the block voting instruction propose to vote and in default the block
voting instruction shall not be treated as valid unless the Chairman of the meeting decides
otherwise before such meeting or adjourned meeting proceeds to business. A notarially
certified copy of each block voting instruction shall be deposited with the Trustee before the
commencement of the meeting or adjourned meeting but the Trustee shall not thereby be obliged
to investigate or be concerned with the validity of or the authority of the proxies named in
any such block voting instruction.
	 
	17.	 	Any vote given in accordance with the terms of a block voting instruction shall be valid
notwithstanding the previous revocation or amendment of the block voting instruction or of any
of the relevant Noteholders’ instructions pursuant to which it was executed provided that no
intimation in writing of such revocation or amendment shall have been received from the
relevant Paying Agent by the relevant Issuer at its registered office (or such other place as
may have been required or approved by the Trustee for the purpose) by the time being 24 hours
before the time appointed for holding the meeting or adjourned meeting at which the block
voting instruction is to be used.
	 
	18.	 	A meeting of the Noteholders shall in addition to the powers hereinbefore given have the
following powers exercisable only by Extraordinary Resolution (subject to the provisions
relating to quorum contained in paragraphs 5 and 6 above) namely:






	 	(A)	 	Power to sanction any compromise or arrangement proposed to be made between the
relevant Obligors, the Trustee, any Appointee and the Noteholders, Receiptholders and
Couponholders or any of them.
	 
	 	(B)	 	Power to sanction any abrogation, modification, compromise or arrangement in
respect of the rights of the Trustee, any Appointee, the Noteholders, the
Receiptholders, the Couponholders or any of the relevant Obligors against any other or
others of them or against any of their property whether such rights shall arise under
these presents or otherwise.
	 
	 	(C)	 	Power to assent to any modification of the provisions of these presents which
shall be proposed by any of the relevant Obligors, the Trustee or any Noteholder.
	 
	 	(D)	 	Power to give any authority or sanction which under the provisions of these
presents is required to be given by Extraordinary Resolution.
	 
	 	(E)	 	Power to appoint any persons (whether Noteholders or not) as a committee or
committees to represent the interests of the Noteholders and to confer upon such
committee or committees any powers or discretions which the Noteholders could
themselves exercise by Extraordinary Resolution.










 



93


	 	(F)	 	Power to approve of a person to be appointed a trustee and power to remove any
trustee or trustees for the time being of these presents.






	 	(G)	 	Power to discharge or exonerate the Trustee and/or any Appointee from all
liability in respect of any act or omission for which the Trustee and/or such Appointee
may have become responsible under these presents.
	 
	 	(H)	 	Power to authorise the Trustee and/or any Appointee to concur in and execute
and do all such deeds, instruments, acts and things as may be necessary to carry out
and give effect to any Extraordinary Resolution.
	 
	 	(I)	 	Power to sanction any scheme or proposal for the exchange or sale of the Notes
for or the conversion of the Notes into or the cancellation of the Notes in
consideration of shares, stock, notes, bonds, debentures, debenture stock and/or other
obligations and/or securities of any of the relevant Obligors or any other company
formed or to be formed, or for or into or in consideration of cash, or partly for or
into or in consideration of such shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or securities as aforesaid and partly for or into or
in consideration of cash.






	19.	 	Any resolution passed at a meeting of the Noteholders duly convened and held in accordance
with these presents shall be binding upon all the Noteholders whether present or not present
at such meeting and whether or not voting and upon all Receiptholders and Couponholders and
each of them shall be bound to give effect thereto accordingly and the passing of any such
resolution shall be conclusive evidence that the circumstances justify the passing thereof.
Notice of the result of the voting on any resolution duly considered by the Noteholders shall
be published in accordance with Condition 14 by the relevant Issuer within 14 days of such
result being known PROVIDED THAT the non-publication of such notice shall not invalidate such
result.
	 
	20.	 	The expression “Extraordinary Resolution” when used in these presents means (a) a resolution
passed at a meeting of the Noteholders duly convened and held in accordance with these
presents by a majority consisting of not less than three-fourths of the persons voting thereat
upon a show of hands or if a poll is duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on
behalf of all the Noteholders, which resolution in writing may be contained in one document or
in several documents in like form each signed by or on behalf of one or more of the
Noteholders.
	 
	21.	 	Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made
and entered in books to be from time to time provided for that purpose by the relevant Issuer
and any such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings transacted shall be conclusive evidence of
the matters therein contained and until the contrary is proved every such meeting in respect
of the proceedings of which minutes have been made shall be deemed to have been duly held and
convened and all resolutions passed or proceedings transacted thereat to have been duly passed
or transacted.






	22.	  (A)	 	If and whenever the relevant Issuer shall have issued and have outstanding Notes of more
than one Series the foregoing provisions of this Schedule shall have effect subject to the
following modifications:






	 	(i)	 	a resolution which in the opinion of the Trustee affects the
Notes of only one Series shall be deemed to have been duly passed if passed at
a separate meeting of the holders of the Notes of that Series;










 



94








	 	(ii)	 	a resolution which in the opinion of the Trustee affects the
Notes of more than one Series but does not give rise to a conflict of interest
between the holders of Notes of any of the Series so affected shall be deemed
to have been duly passed if passed at a single meeting of the holders of the Notes
of all the Series so affected;
	 
	 	(iii)	 	a resolution which in the opinion of the Trustee affects the
Notes of more than one Series and gives or may give rise to a conflict of
interest between the holders of the Notes of one Series or group of Series so
affected and the holders of the Notes of another Series or group of Series so
affected shall be deemed to have been duly passed only if passed at separate
meetings of the holders of the Notes of each Series or group of Series so
affected; and
	 
	 	(iv)	 	to all such meetings all the preceding provisions of this
Schedule shall mutatis mutandis apply as though references therein to Notes and
Noteholders were references to the Notes of the Series or group of Series in
question or to the holders of such Notes, as the case may be.






	 	(B)	 	If the relevant Issuer shall have issued and have outstanding Notes which are
not denominated in pounds sterling in the case of any meeting of holders of Notes of
more than one currency the nominal amount of such Notes shall (i) for the purposes of
paragraph 2 above be the equivalent in pounds sterling at the spot rate of a bank
nominated by the Trustee for the conversion of the relevant currency or currencies into
pounds sterling on the seventh dealing day prior to the day on which the requisition in
writing is received by the relevant Issuer and (ii) for the purposes of paragraphs 5, 6
and 14 above (whether in respect of the meeting or any adjourned such meeting or any
poll resulting therefrom) be the equivalent at such spot rate on the seventh dealing
day prior to the day of such meeting. In such circumstances, on any poll each person
present shall have one vote for each £1.00 (or such other pounds sterling amount as the
Trustee may in its absolute discretion stipulate) in nominal amount of the Notes
(converted as above) which he holds or represents.






	23.	 	Subject to all other provisions of these presents the Trustee may, without the consent of any
of the relevant Obligors, the Noteholders, the Receiptholders or the Couponholders, prescribe
such further regulations regarding the requisitioning and/or the holding of meetings of
Noteholders and attendance and voting thereat as the Trustee may in its sole discretion think
fit.


















 




95



	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	CADBURY SCHWEPPES FINANCE p.l.c.

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 
	and:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	CADBURY SCHWEPPES

	 	 	)	 	 	 
	INVESTMENTS plc

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 
	and:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 
	CADBURY HOLDINGS

	 	 	)	 	 	 
	LIMITED

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 
	and:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE COMMON SEAL of

	 	 	)	 	 	 
	THE LAW DEBENTURE TRUST

	 	 	)	 	 	 
	CORPORATION p.l.c.

	 	 	)	 	 	 
	was affixed to this deed in

	 	 	)	 	 	 
	the presence of:

	 	 	)	 	 	 













 






 










DATED 26TH MAY, 1999




MODIFIED AND RESTATED ON 24 JUNE 2008




CADBURY SCHWEPPES FINANCE p.l.c.

as an Issuer and as Guarantor




- and -




CADBURY SCHWEPPES INVESTMENTS plc




as an Issuer and as Guarantor




- and -




CADBURY HOLDINGS LIMITED

(formerly Cadbury Schweppes Public Limited Company)

as Guarantor




- and -




THE LAW DEBENTURE TRUST CORPORATION p.l.c.




 



TRUST DEED




relating to a

£5,000,000,000

Euro Medium Term Note Programme




 











ALLEN & OVERY LLP




LONDON





 









 





97




	 	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	CADBURY SCHWEPPES FINANCE p.l.c.

	 	 	)	 	 	Director	 	 
	acting by

	 	 	)	 	 	 	 	 
	and

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Director/Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	CADBURY SCHWEPPES

	 	 	)	 	 	Director	 	 
	INVESTMENTS plc

	 	 	)	 	 	 	 	 
	acting by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	and

	 	 	)	 	 	Director/Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	CADBURY HOLDINGS

	 	 	)	 	 	Director	 	 
	LIMITED

	 	 	)	 	 	 	 	 
	acting by

	 	 	)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	and

	 	 	)	 	 	Director/Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	THE COMMON SEAL of

	 	 	)	 	 	 	 	 
	THE LAW DEBENTURE TRUST

	 	 	)	 	 	 	 	 
	CORPORATION p.l.c.

	 	 	)	 	 	 	 	 
	was affixed to this deed in

	 	 	)	 	 	 	 	 
	the presence of:

	 	 	)