INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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Notwithstanding the foregoing, presentation and surrender of this Global Note shall be made outside the United States and no amount shall be paid by transfer to an account in the United States, or mailed to an address in the United States. In the case of a Global Note denominated in U.S. Dollars, payments shall be made by transfer to an account denominated in U.S. Dollars in the principal financial centre of any country outside of the United States that the Issuer or Issuing and Paying Agent so chooses. 2. If the Final Terms specify that the New Global Note form is applicable, this Global Note shall be a "New Global Note" or "NGN" and 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 ICSDs. The records of the ICSDs (which expression in this Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers' interests in the Notes (but excluding any interest in any Notes of one ICSD shown in the records of another ICSD)) shall be conclusive evidence of the Nominal Amount of Notes represented by this Global Note and, for these purposes, a statement issued by an ICSD (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 ICSD at that time. If the Final Terms specify that the New Global Note form is not applicable, this Global Note shall be a "Classic Global Note" or "CGN" and the Nominal Amount of Notes represented by this Global Note shall be the Nominal Amount stated in the Final Terms or, if lower, the Nominal Amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto. 3. All payments in respect of this Global Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the Kingdom of Spain or any political subdivision thereof or any taxing authority or agency thereof or therein ("Taxes"). If the Issuer or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global Note or the holder or beneficial owner of any interest herein or rights in respect hereof (each, a "Beneficial Owner") after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that the Issuer shall not be required to pay any additional amounts in relation to any payment: (i) (ii) to, or to a third party on behalf of, a Beneficial Owner of a Note who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with Spain other than the mere holding of such Note; or to, or to a third party on behalf of, a Beneficial Owner in respect of whom the Issuer does not receive such information (which may include a tax residence certificate) concerning such Beneficial Owner's identity and tax residence as it may require in order to comply with Spanish tax reporting obligations; or - 52 -
(iii) (iv) (v) (vi) (vii) in respect of any Note presented for payment more than fifteen days after the Maturity Date (or, as the case may be, the Relevant Date) or, if applicable, the relevant Interest Payment Date or (in either case) the date on which the payment hereof is duly provided for, whichever occurs later, except to the extent that the relevant holder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of fifteen days; or where the withholding or deduction referred to in this paragraph 3 is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, this Directive; or in respect of any Note presented for payment by or on behalf of a holder of a Note who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State of the European Union; or to, or to a third party on behalf of, individuals resident for tax purposes in The Kingdom of Spain; or to, or to a third party on behalf of, a Spanish-resident legal entity subject to the Spanish Corporate Income Tax if the Spanish tax authorities determine that the Notes do not comply with exemption requirements specified in the Reply to a Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated 27 July 2004 and require a withholding to be made. 4. The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 14 days notice to the holders (which notice shall be irrevocable), at the Redemption Amount specified in the Final Terms, together with (if this Note is an interest bearing Note) interest accrued to the date fixed for redemption, if: (a) (b) the Issuer has or will become obliged to pay additional amounts as provided or referred to in paragraph 3 as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after the Issue Date specified in the Final Terms; and such obligation cannot be avoided by the Issuer taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given earlier than 14 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Issuing and Paying Agent: - 53 -
Page 1 and 2: INFORMATION MEMORANDUM DATED 9 JULY
Page 3 and 4: Neither the Issuer, the Arranger no
Page 5 and 6: TABLE OF CONTENTS Page Risk Factors
Page 7 and 8: can be no assurance that the Consum
Page 9 and 10: Consumer Group's use of observed hi
Page 11 and 12: The Consumer Group also faces the r
Page 13 and 14: Holders of beneficial interests in
Page 15 and 16: Insolvency Law could affect the ran
Page 17 and 18: Issuer: Risk Factors: Arranger: Dea
Page 19 and 20: Status of the Notes: Taxation: Disc
Page 21 and 22: Beneficial Owners must seek their o
Page 23 and 24: SANTANDER CONSUMER FINANCE, S.A. Hi
Page 25 and 26: Excluding this unit, net allocation
Page 27 and 28: The Mortgage financing business dec
Page 29 and 30: SPAIN AND PORTUGAL The following ta
Page 31 and 32: Financial assets held for trading (
Page 33 and 34: Deposits from credit institutions 2
Page 35 and 36: Recent Developments The most signif
Page 37 and 38: At the date of preparation of the 2
Page 39 and 40: Banco Santander Consumer Portugal,
Page 41 and 42: Millions of Euros (*) 2008 2007 San
Page 43 and 44: At the date of preparation of these
Page 45 and 46: Consequently, at 31 December 2008,
Page 47 and 48: Key Information CERTAIN INFORMATION
Page 49 and 50: credits under the limited events re
Page 51: FORMS OF NOTES Part A - Form of Mul
Page 55 and 56: 9. If the Maturity Date (or, as the
Page 57 and 58: (b) the period beginning on (and in
Page 59 and 60: 16. Instructions by the Issuer expr
Page 61 and 62: AUTHENTICATED by CITIBANK, N.A. Sig
Page 63 and 64: FINAL TERMS [Completed Final Terms
Page 65 and 66: 2. All payments in respect of this
Page 67 and 68: 7. If the Maturity Date (or, as the
Page 69 and 70: (b) in the case of a Note which spe
Page 71 and 72: (d) Service of process: The Issuer
Page 73 and 74: were the number of months specified
Page 75 and 76: FINAL TERMS [Completed Final Terms
Page 77 and 78: 8. Maturity Date: [ ] [May not be l
Page 79 and 80: [Moody's Investors Service Ltd.: [
Page 81 and 82: PART B - OTHER INFORMATION 1. INTER
Page 83 and 84: levy, generalising the Value Added
Page 85 and 86: (b) Wealth Tax (Impuesto sobre el P
Page 87 and 88: They will be subject to NRIT (as de
Page 89 and 90: In light of the above, the Issuer,
Page 91 and 92: 1. General SUBSCRIPTION AND SALE Ea
Page 93 and 94: 7. Norway This Information Memorand
Page 95 and 96: Clearing of the Notes GENERAL INFOR
Page 97 and 98: APPENDIX 1 ICSDS PROCEDURES Spanish
Page 99 and 100: ICSD Customer/Participant that requ
Page 101 and 102: According to the procedure agreed u
Page 103 and 104:
Article II. Quick refund procedure
Page 105 and 106:
enefit of the beneficial owners. Th
Page 107 and 108:
Article IV. Summary of certificatio
Page 109 and 110:
EXHIBIT II [English translation pro
Page 111 and 112:
EXHIBIT III [English translation pr
Page 113 and 114:
REGISTERED OFFICE OF THE ISSUER San
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INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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