INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

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(f) the Issuer will procure that a notice specifying the Rate of Interest payable in respect of each Interest Period be published as soon as practicable after the determination of the Rate of Interest. Such notice will be delivered to the bearer of this Note or, if that is not practicable, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times). 12. Instructions for payment must be received at the office of the Issuing and Paying Agent referred to above together with this Note as follows: (a) (b) if this Note is denominated in Euro, on or prior to the relevant payment date; and in all other cases, at least one Business Day prior to the relevant payment date. As used in this paragraph, "Business Day" means: (i) (ii) (iii) a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London; in the case of payments in Euro, a TARGET Business Day; and in all other cases, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre in the country of the Specified Currency set out in the Final Terms.] 13. This Note shall not be validly issued unless manually authenticated by Citibank, N.A. as Issuing and Paying Agent. 14. The status of this Definitive Note, the capacity of the Issuer and the relevant corporate resolutions shall be governed by Spanish law. This Definitive Note and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with, English law. (a) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with this Definitive Note (including a dispute relating to any non-contractual obligations arising out of or in connection with this Definitive Note or a dispute regarding the existence, validity or termination of this Definitive Note) or the consequences of its nullity. (b) Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary. (c) Rights of the bearer to take proceedings outside England: Paragraph 14(a) (English courts) is for the benefit of the bearer only. As a result, nothing in this paragraph 14 prevents the bearer from taking proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction. To the extent allowed by law, the bearer may take concurrent Proceedings in any number of jurisdictions. - 70 -
(d) Service of process: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to SANTANDER CONSUMER (UK) plc at 3 Princess Way, Redhill, Surrey RH1 1SR or at any address of the Issuer in Great Britain at which service of process may be served on it in accordance with Part XXIII of the Companies Act 1985. Nothing in this sub paragraph shall affect the right of the bearer to serve process in any other manner permitted by law. 15. If this Note has been admitted to listing on the Official List of the Irish Stock Exchange Limited (the "Irish Stock Exchange") and to trading on the Main Market of the Irish Stock Exchange (and/or has been admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system), all notices required to be published concerning this Note shall be published in accordance with the requirements of the Irish Stock Exchange (and/or of the relevant listing authority, stock exchange and/or quotation system). 16. Claims for payment of principal and interest in respect of this Note shall become prescribed and void unless made, in the case of principal, within ten years after the Maturity Date (or, as the case may be, the Relevant Date) or, in the case of interest, five years after the relevant Interest Payment Date. 17. No person shall have any right to enforce any provision of this Note under the Contracts (Rights of Third Parties) Act 1999. AUTHENTICATED by CITIBANK, N.A. Signed on behalf of: SANTANDER CONSUMER FINANCE, S.A. without recourse, warranty or liability and for authentication purposes only By: (Authorised Signatory) [By: (Authorised Signatory)] 4 By: (Authorised Signatory) By: (Authorised Signatory) 4 Include second authentication block if the currency of this Note is Sterling. - 71 -
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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
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The Consumer Group also faces the r
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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 and 52: FORMS OF NOTES Part A - Form of Mul
Page 53 and 54: (iii) (iv) (v) (vi) (vii) in respec
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: (b) in the case of a Note which spe
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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