F-3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

INTERCONTINENTAL HOTELS GROUP PLC

Issuer

(Exact Name of Registrant as Specified in its Charter)

SIX CONTINENTS PLC

Guarantor

(Wholly-owned subsidiary of InterContinental Hotels Group PLC)

ENGLAND AND WALES

(State or Other Jurisdiction of Incorporation or Organization)

Not Applicable

(I.R.S. Employer Identification No.)

20 North Audley Street

London W1K 6WN

England

Tel. No.: 011-44-20-7409-1919

(Address Telephone Number of Registrant’s Principal Executive Offices)

Six Continents Hotels, Inc.

Three Ravinia Drive, Suite 100

Atlanta, Georgia 30346-2149

Tel. No.: 770-604-8177

(Name, address and telephone number of agent for service)

Please send copies of all communications to:

John O’Connor Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN England Tel. No.: 011-44-20-7959-8900 David Wells Davis Polk & Wardwell 99 Gresham Street London EC2V 7NG England Tel. No.: 011-44-20-7418-1300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(2)(3)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Debt Securities	$	750,000,000	100	%	$	750,000,000	$	60,675
Guarantee of Debt Securities(4)

(1) In U.S. dollars or their equivalent in foreign denominated currencies or composite currencies.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(3) In no event will the aggregate initial public offering price of the securities issued under this Registration Statement exceed $750,000,000 or if any Debt Securities are issued (i) at an original issue discount, such greater amount as shall result in aggregate net proceeds not in excess of $750,000,000 to the Registrant or (ii) with a principal amount denominated in a foreign currency or composite currency, such amount as shall result in an aggregate initial offering price equivalent to a maximum of $750,000,000.

(4) The debt securities may be guaranteed pursuant to a guarantee by Six Continents PLC (the “Guarantee”). No separate consideration will be received for the Guarantee. Pursuant to Rule 457(n), no separate fee for the Guarantee is payable.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to Section 8(a), may determine.

The Information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 19, 2003

$750,000,000

INTERCONTINENTAL HOTELS GROUP PLC

DEBT SECURITIES

By this prospectus, InterContinental Hotels Group PLC may from time to time offer up to $750,000,000 in aggregate principal amount of debt securities. Unless otherwise indicated in the accompanying prospectus supplement, our wholly-owned subsidiary, Six Continents PLC, will guarantee our obligations with respect to these debt securities.

You should read this prospectus and the accompanying prospectus supplement carefully before you invest. We may sell these securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters will be set forth in the accompanying prospectus supplement.

Investing in these securities involves certain risks. See “Risk Factors” beginning on page 4.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated             , 2003

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	3
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	3
RISK FACTORS	4
FORWARD-LOOKING STATEMENTS	7
WHERE YOU CAN FIND MORE INFORMATION ABOUT US	7
INTERCONTINENTAL HOTELS GROUP PLC	10
SIX CONTINENTS PLC	20
RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)	20
CAPITALIZATION AND INDEBTEDNESS	21
USE OF PROCEEDS	22
DESCRIPTION OF DEBT SECURITIES	22
DESCRIPTION OF GUARANTEE	38
CLEARANCE AND SETTLEMENT	38
CERTAIN TAX CONSIDERATIONS	43
PLAN OF DISTRIBUTION	60
VALIDITY OF SECURITIES AND GUARANTEES	62
EXPERTS	62
EXPENSES	62

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) utilizing a shelf registration process. Under this shelf process, we may sell the securities described in this prospectus in one or more offerings up to a total dollar amount of $750,000,000. This prospectus provides you with a general description of the securities we may offer. Each time InterContinental Hotels Group PLC sells securities, we will provide a prospectus supplement that will contain specific information about the terms of those securities and their offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information About Us.”

Unless otherwise stated in this prospectus or unless the context otherwise requires, references in this prospectus to “we”, “our” and “us” are to InterContinental Hotels Group PLC. “IHG” or “the Company” refers to InterContinental Hotels Group PLC, and “the Group” refers to IHG and its subsidiaries. “Six Continents” refers to Six Continents PLC, our wholly-owned subsidiary. “IHG Hotels” refers to the hotels segment of IHG, including the companies in the Group which together carry on the hotels business. “Britvic” refers to Britannia Soft Drinks Limited, in which IHG holds a controlling interest, and “Britvic Group” means Britvic and its subsidiaries. We refer to the debt securities that may be offered using this prospectus collectively as the “securities.”

On April 15, 2003, upon completion of the demerger of the hotels and soft drinks businesses and the retail business of Six Continents (the “Separation”), IHG became the top holding company for the former hotels and soft drinks businesses of Six Continents, and the retail business became an entirely separate company. Upon Separation, IHG was deemed the successor registrant to Six Continents, pursuant to Rule 12g-3 of the Exchange Act. IHG owns 100% of the ordinary shares of Six Continents. IHG’s only significant asset is its interest in Six Continents. Six Continents in turn holds our entire interest in our hotels and soft drinks business.

ENFORCEABILITY OF CERTAIN CIVIL

LIABILITIES

Each of IHG and Six Continents is a public limited company incorporated under the laws of England and Wales. The majority of the current directors and officers of IHG and Six Continents, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom. In addition, although IHG has assets in the United States through IHG’s wholly-owned subsidiary Six Continents, a large portion of IHG’s assets, and the assets of such persons referenced above, are located outside the United States. As a result, you may not be able to effect service of process within the United States upon IHG, Six Continents or these persons so that you may enforce judgments of U.S. courts against us or these persons based on the civil liability provisions of the U.S. federal securities laws. Linklaters, our U.K. legal adviser, has advised us that there is doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities solely based on the U.S. federal securities laws.

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RISK FACTORS

Investing in the securities offered using this prospectus involves risk. You should consider carefully the risks described below, together with the risks described in the documents incorporated by reference into this prospectus, and any risk factors included in the prospectus supplement, before you decide to buy our securities. These risks are not the only ones that the Group faces, some risks are not yet known to the Group and some that the Group does not currently believe to be material could later turn out to be material. In particular, consideration should be given to the ongoing political uncertainties which could affect the financial condition of our business. If any of these risks actually occur, the Group’s business, financial condition and results of operations could suffer, and the trading price and liquidity of the securities offered using this prospectus could decline, in which case you may lose all or part of your investment.

Risks Relating to IHG’s Businesses

You should read “Risk Factors” in IHG’s Report on Form 6-K, dated August 19, 2003, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for risks relating to IHG’s businesses.

Additional Risks Relating to the Debt Securities

Since IHG is a holding company and currently conducts its operations through subsidiaries, your right to receive payments on debt securities issued by IHG is subordinated to the other liabilities of its subsidiaries, except Six Continents in the event your securities are guaranteed by Six Continents

Each of IHG and Six Continents is organized as a holding company, and substantially all of their operations are carried on through subsidiaries. As of June 30, 2003, Six Continents had drawn $1.445 billion under the $2.65 billion credit facility agreement dated February 13, 2003 that InterContinental Hotels Group PLC has arranged with a number of banks (the “Facility Agreement”). This Facility Agreement was subsequently reduced to $2.35 billion on April 23, 2003. Six Continents is permitted to borrow under the Facility Agreement, provided that there is a guarantee by IHG of any amounts so drawn. IHG’s ability to meet its financial obligations is dependent upon the availability of cash flows from its subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments. IHG’s subsidiaries are separate and distinct legal entities, and except for Six Continents’ guarantee of the debt securities (in the event your debt securities are guaranteed by Six Continents), and any intercompany loans they owe, IHG’s subsidiaries will have no obligation, contingent or otherwise, to pay any dividends or make any other distribution to IHG or otherwise pay amounts due with respect to the securities or to make funds available for such payments. Claims of the creditors of IHG’s subsidiaries have priority as to the assets of such subsidiaries over the claims of creditors of IHG. If your debt securities are guaranteed by Six Continents, then your debt securities will rank equally with all of Six Continents’ other unsecured and unsubordinated indebtedness. Holders of IHG’s debt securities are structurally subordinated, on IHG’s insolvency, to the prior claims of the creditors of IHG’s subsidiaries, other than those of Six Continents in the event your debt securities are guaranteed by Six Continents.

In addition, some of IHG’s subsidiaries are subject to laws restricting the amount of dividends they may pay. For example, subsidiaries of IHG’s incorporated under the laws of England and

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Wales may be restricted by law in their ability to declare dividends due to failure to meet requirements tied to net asset levels or distributable profits.

Your right to receive payments may be adversely affected by the rights of secured creditors

The debt securities that we are offering will be guaranteed by Six Continents, unless otherwise indicated in the prospectus supplement. The debt securities are not subordinated to any of IHG’s other debt obligations and therefore they will rank equally with all of IHG’s other unsecured and unsubordinated indebtedness. As of June 30, 2003, the Group had £61 million aggregate principal amount of secured indebtedness outstanding. If IHG defaults on the debt securities or, in the event the debt securities are guaranteed by Six Continents, if Six Continents defaults on the guarantees, or in the event of bankruptcy, liquidation or reorganization, then, to the extent that IHG or Six Continents have granted security over their assets, the assets that secure these debts will be used to satisfy the obligations under that secured debt before IHG or Six Continents could use them to make payment on the debt securities or any guarantees relating thereto that Six Continents may provide. If there is not enough collateral to satisfy the obligations of the secured debt, then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness.

Your rights as a holder of debt securities may be inferior to the rights of holders of debt securities issued under a different series pursuant to the indenture

The debt securities are governed by a document called an indenture, which is described later in this prospectus under “Description of Debt Securities”. IHG may issue as many distinct series of debt securities under the indentures as it wishes. IHG may also issue a series of debt securities under the indenture that provides holders with rights superior to the rights already granted or that may be granted in the future to holders of another series. You should read carefully the specific terms of any particular series of debt securities which will be contained in the prospectus supplement relating to such debt securities.

Should IHG default on its debt securities, or should Six Continents default on the guarantees in the event the debt securities are guaranteed by Six Continents, your right to receive payments on such debt securities or guarantees may be adversely affected by U.K. insolvency laws

Each of IHG and Six Continents is incorporated under the laws of England and Wales. Accordingly, insolvency proceedings with respect to IHG or Six Continents are likely to proceed under, and be governed by, U.K. insolvency law. The procedural and substantive provisions of such insolvency laws are generally more favorable to secured creditors than comparable provisions of United States law. These provisions afford debtors and unsecured creditors only limited protection from the claims of secured creditors and it will generally not be possible for IHG or Six Continents or other unsecured creditors to prevent or delay the secured creditors from enforcing their security to repay the debts due to them under the terms that such security was granted.

5.

The debt securities lack a developed trading market, and such a market may never develop

IHG may issue debt securities in different series with different terms in amounts that are to be determined. Debt securities issued by IHG may be listed on a securities exchange. However, there can be no assurance that an active trading market will develop for any series of debt securities of IHG even if IHG lists the series on a securities exchange. There can also be no assurance regarding the ability of holders of IHG’s debt securities to sell their debt securities or the price at which such holders may be able to sell their debt securities. If a trading market were to develop, the debt securities could trade at prices that may be higher or lower than the initial offering price and, this may result in a return that is greater or less than the interest rate on the debt security, in each case depending on many factors, including, among other things, prevailing interest rates, IHG’s financial results, any decline in IHG’s credit-worthiness and the market for similar securities.

Any underwriters, broker-dealers or agents that participate in the distribution of the debt securities may make a market in the debt securities as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities may be discontinued at any time. Therefore, there can be no assurance as to the liquidity of any trading market for the debt securities or that an active public market for the debt securities will develop.

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FORWARD-LOOKING STATEMENTS

This prospectus may contain statements regarding our assumptions, projections, expectations, intentions or beliefs about future events. These statements are intended as “Forward-Looking Statements” under the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including:

• the effect of international economic conditions and unforeseen external events on the business;

• the ability to recruit and retain key personnel;

• the risks involved with developing and employing new technologies;

• possible regulatory changes or actions;

• the risks involved with the Group’s reliance on brands and protection of intellectual property rights and the reliance on consumer perception of its brands;

• the ability to access the capital markets for future capital needs or risks associated with funding the defined benefits under its pension schemes;

• the ongoing political uncertainties and specifically the impact of the conflict in the Middle East; and

• other factors discussed under “Risk Factors” and elsewhere in this document.

The forward-looking statements made in this prospectus speak only as of the date of this prospectus. We do not intend to publicly update or revise these forward-looking statements to reflect events or circumstances after that date of this prospectus, and we do not assume any responsibility to do so.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

IHG files annual reports and other reports and information with the SEC. You may read and copy any document that IHG files at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information on the public reference rooms. All filings are also available online through the SEC’s EDGAR electronic filing system. Access to EDGAR can be found on the SEC’s website, www.sec.gov.

IHG’s American depositary shares, or ADSs, are listed on the New York Stock Exchange under the symbol “IHG”. IHG’s ordinary shares are admitted to trading on the London Stock Exchange under the symbol “IHG”. You can consult reports and other information about IHG that we filed pursuant to the rules of the New York Stock Exchange and the London Stock Exchange at such exchanges. IHG was deemed the successor registrant to the former Six Continents prior to Separation, pursuant to Rule 12g-3 of the Exchange Act.

The SEC allows IHG to “incorporate by reference” into this prospectus the information in documents filed with the SEC. This means that IHG can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of

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the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When IHG updates the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.

IHG incorporates by reference the documents listed below and any documents filed with the SEC in the future under Sections 13(a), 13(c) and 15(d) of the Securities Exchange Act of 1934, as amended, until the offerings made under this prospectus are completed:

• The Annual Report of Six Continents PLC on Form 20-F listed below for the fiscal year ended September 30, 2002, filed with the SEC on February 18, 2003 (the “Six Continents Annual Report for 2002”);

• Our Report on Form 6-K dated August 19, 2003, containing interim financial statements for the six months period to March 31, 2003 and pro forma financial information reflecting the Separation;

• Our reports on Form 6-K furnished to the SEC after the date of this prospectus only to the extent that the reports expressly state that we incorporate them by reference in this prospectus.

The Six Continents Annual Report for 2002 contains a summary description of our business and audited consolidated financial statements with a report by our independent auditors. You should note that the retail business of the former Six Continents group described in the Six Continents Annual Report for 2002 are no longer part of IHG. The financial statements in the Six Continents Annual Report for 2002 were prepared in accordance with accounting principles generally accepted in the United Kingdom. We refer to these accounting principles as U.K. GAAP in this prospectus. The Six Continents Annual Report for 2002 also presents the effects of the differences on IHG’s audited consolidated financial statements between U.K. GAAP and generally accepted accounting principles applicable in the United States. IHG refers to the latter accounting principles as U.S. GAAP in this prospectus.

IHG’s financial year end has been changed to December 31 for the period ending December 31, 2003 to align itself with the December 31 accounting year end of the majority of comparable U.S. and European hotel companies. IHG believes this will facilitate more meaningful comparisons with other key participants in the industry.

You may request a copy of these filings, at no cost, by writing to or telephoning IHG at the following address or telephone number:

InterContinental Hotels Group PLC

20 North Audley Street

London W1K 6WN

England

Tel. No.: 011-44-20-7409-1919

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You should rely only on the information that IHG incorporates by reference or provides in this prospectus or any prospectus supplement. IHG has not authorized anyone to provide you with different information. IHG is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

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INTERCONTINENTAL HOTELS GROUP PLC

IHG is a public limited company organized and existing under the laws of England and Wales. It was incorporated on October 2, 2002. Upon Separation, IHG was deemed the successor registrant to the former Six Continents.

We include a summary description of the Company contained in the Six Continents Annual Report for 2002.

The Group’s business comprises hotels and branded drinks; hotels through the ownership, management, leasing and franchising of hotels and resorts; and branded drinks through the production and distribution of soft drinks.

Our corporate headquarters is in the United Kingdom, and the registered address is 20 North Audley Street, London W1K 6WN, England.

Hotels

Overview

IHG Hotels owns a portfolio of well-recognized and respected brands, including InterContinental, Crowne Plaza, Staybridge Suites, Holiday Inn and Express. With more than 3,300 owned, leased, managed and franchised hotels and approximately 515,000 guest rooms across nearly 100 countries and territories as at March 31, 2003, IHG Hotels is the second largest hotel business in the world by number of rooms.

IHG Hotels generated operating profits before exceptional items of £427 million on revenues of £1,896 million in fiscal 2001, and in fiscal 2002, IHG Hotels generated operating profits before exceptional items of £262 million on revenues of £1,532 million. The financial performance in 2002 declined in comparison to previous years, predominantly as a result of the events of September 11, 2001 and the concurrent downturn in the global economy which adversely affected the worldwide hotel market.

History — Prior to Separation

IHG, formerly known as Bass PLC, and most recently, Six Continents, was historically a conglomerate operating, among other things, as a brewer, soft drinks manufacturer, leisure operator, and restaurant and pub and bar owner. The Group made its first significant international hotel acquisitions when it acquired Holiday Inn International in 1988 and the remaining North American Business of Holiday Inn in 1990. This gave the Group the Holiday Inn and the Crowne Plaza by Holiday Inn brands. Subsequently, in 1990 the Group launched the limited service brand, Express.

In line with its strategy to optimize capital deployment, the Group disposed of its owned U.S. midscale hotel property assets in 1997, but retained branding distribution on the majority of these properties through franchise agreements.

During 1997, the Group entered the U.S. upscale extended stay segment with the introduction and development of Staybridge Suites by Holiday Inn. To expand further its international reach and its strong brand portfolio, the Group acquired the InterContinental hotels business in March 1998. This acquisition added 117 InterContinental and 20 Forum hotels to the portfolio. Following this acquisition, the Group had a portfolio of brands spanning the industry from upper upscale to midscale limited service across all regions.

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In January 2000, the Group acquired the Australia-based hotel company, Southern Pacific Hotels Corporation, which operated 59 hotels under the “Parkroyal” and “Centra” brands across Australia, New Zealand and the South Pacific as well as hotels in select South East Asian countries. These hotels strengthened considerably the Group’s existing organically-built presence in the Asia Pacific region. A large proportion of these hotels were subsequently converted to the InterContinental, Crowne Plaza and Holiday Inn brands. Shortly afterwards, the Group acquired Bristol Hotels & Resorts Inc., a U.S. based hotel management company comprising 112 hotels operating mainly under leases. These leases were then sold or converted to management contracts by July 2001, with the goal of reducing the volatility of the Group’s earnings from those hotels.

In April 2001, the Group completed the acquisition of the Posthouse business, which comprised 79 midscale hotels located in the United Kingdom and Republic of Ireland. The Group then converted the majority of these hotels to the Holiday Inn brand, thereby enhancing the position of Holiday Inn in the United Kingdom, making it the number one midscale brand by number of rooms. This acquisition, combined with strong midscale segment positions in Germany and Italy, gave the Group a strong European base of operations.

In August 2001, the Group completed the acquisition of the prestigious Regent Hotel in Hong Kong, which it subsequently rebranded “InterContinental Hong Kong”, strengthening its upper upscale hotel market position in the Asia Pacific region and adding a key location for its international guests.

Strategy

IHG Hotels’ strategy is to use the strength of its brand portfolio, the breadth of its distribution, the diversity of its business models and the benefits of its scale in order to drive growth and returns for its shareholders. IHG Hotels intends to continue to implement this strategy by seeking to:

• develop high quality, strongly differentiated brands;

• extend IHG Hotels’ network of hotels through activities which generally do not involve significant capital;

• leverage global system scale economies to drive superior revenue per available room (“RevPAR”) and gross operating profit premiums;

• optimize capital deployment; and

• continue to develop IHG Hotels’ people.

Operations

Ownership Model

Profits are broadly balanced between owned hotels, which have an opportunity for greater profits but are subject to greater volatility, and managed/franchised hotels, which have more stable income streams.

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The Group operates IHG Hotels through four different business models to ensure a balance of growth, returns, risk and reward. These models are:

• ownership or lease, (“O & L”) where an IHG Hotels company both owns (or leases) and operates a hotel and, in the case of ownership, takes all the benefits and risks of ownership. Rooms owned or leased by IHG Hotels totaled 41,442 as at March 31, 2003, together representing 8% of IHG Hotels’ rooms;

• joint venture, where an IHG Hotels company directly or indirectly holds an equity interest in the hotel and receives a share of the benefits and risks of ownership in proportion to its stake. A management contract is generally entered into in conjunction with the joint venture. IHG Hotels has 21 joint venture arrangements worldwide;

• management contract, where an IHG Hotels company manages the hotel for third-party owners under an IHG brand in return for a management fee and provides the system infrastructure necessary for the hotel to operate. Management contract fees are usually linked to a hotel’s revenues and often include an additional incentive fee, linked to profitability or cash flow. IHG Hotels operated 85,879 rooms under management contracts at March 31, 2003, representing 17% of its hotel rooms; and

• franchise, where IHG Hotels companies neither own nor manage the hotel, but provide the use of the brand, systems and expertise. IHG Hotels derives revenues from a royalty or licensing fee payable by the franchisee for the right to operate under an IHG brand. This fee is often based on a percentage of room revenue. IHG Hotels operated 387,938 rooms under a franchise agreement as at March 31, 2003, with 87% of rooms in North and South America operating under this model. As at March 31, 2003, franchised hotels represented 75% of IHG Hotels’ total rooms.

The following table shows the number of hotels and rooms owned, operated or franchised by IHG Hotels at March 31, 2003 and the end of each of the last three fiscal years.

	Owned or Leased		Management Contracts and Joint Ventures		Franchised		Total
	No. of Hotels	No. of Rooms	No. of Hotels	No. of Rooms	No. of Hotels	No. of Rooms	No. of Hotels	No. of Rooms
As at March 31, 2003	188	41,442	306	85,879	2,850	387,938	3,344	515,259
As at September 30
2002	190	42,642	314	86,761	2,821	386,122	3,325	515,525
2001	191	42,531	318	85,893	2,758	386,272	3,267	514,696
2000	105	27,916	334	91,119	2,624	372,029	3,063	491,064

Most hotels in the IHG Hotels system pay assessments to fund the marketing and reservation costs of the IHG Hotels system. For fiscal 2002, the total contribution to the systems funds covering marketing (including loyalty program) and reservation costs amounted to approximately $350 million.

IHG Hotels sets quality and service standards for all of its hotel brands (including those operated under management contract or franchise arrangements) and operates a customer satisfaction and hotel quality measurement system to ensure those standards are met or exceeded. The quality measurement system includes an assessment of both physical property and customer service standards.

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Brands

IHG Hotels has five principal brands.

Brands overview

Brands	Room Numbers*	Hotels*
InterContinental	44,281	133
Crowne Plaza	57,533	195
Holiday Inn	289,048	1,544
Express	113,947	1,395
Staybridge Suites	5,807	52
Other	4,643	25
Total	515,259	3,344

*As at March 31, 2003.

InterContinental

InterContinental was acquired in March 1998 and is IHG Hotels’ global upper upscale hotel brand. The hotels are targeted at both business and leisure guests. InterContinental hotels are generally situated in prime locations in major cities and key resorts around the world and provide high quality amenities, generally reflecting the local culture. There were 133 InterContinental hotels in more than 60 countries which represented 9% of all of IHG Hotels’ hotel rooms as at March 31, 2003.

InterContinental hotels are principally owned, leased or managed by IHG Hotels. The brand is one of the top international upper upscale hotel brands based on room numbers and has more than 50 years of heritage in the segment. IHG Hotels’ competition includes international luxury chains (for example Four Seasons and Ritz Carlton) and upper upscale chains (for example, Marriott, Hilton, Hyatt and Westin).

Crowne Plaza

Crowne Plaza is IHG Hotels’ global upscale hotel brand which has been developed as a stand alone brand since acquisition of the Holiday Inn business and has grown to 195 hotels worldwide. The brand is targeted at the business guest, with a particular focus on meetings and related services. The upscale Crowne Plaza hotels and resorts are predominantly located in major and secondary cities and resorts around the world, typically in significant business centers, and provide the high level of comfort, amenities, services, facilities and meeting space expected of a full service hotel. Crowne Plaza represented 11% of IHG Hotels’ hotel rooms as at March 31, 2003.

The majority of the upscale Crowne Plaza hotels and resorts are franchised hotels. As at March 31, 2003, 53% of Crowne Plaza brand properties were in the Americas. The other key competitors in this segment include Sheraton, Marriott, Hilton, Double-Tree, Wyndham and Radisson.

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Holiday Inn

Holiday Inn is IHG Hotels’ midscale full service brand. Holiday Inn International was acquired in 1988 with the remaining North American business of Holiday Inn being acquired in 1990. In the last ten years, the brand has grown in EMEA and Asia Pacific, while its number of hotels has declined in the Americas, although this decline has been more than offset by the growth in Express. The brand is targeted at the mid-market guest and is IHG Hotels’ largest global hotel brand based on room numbers. Holiday Inn is also one of the world’s most recognized hotel brands. IHG Hotels seeks to offer, through its Holiday Inn brand, good value for money with appropriate standards of products and services.

There were 1,544 Holiday Inn hotels located in more than 70 countries which represented 56% of all IHG Hotels’ hotel rooms as at March 31, 2003. The brand is predominantly franchised. Holiday Inn is the most “stayed at” hotel brand in America, with 90% of travelers interviewed claiming to have stayed at a Holiday Inn hotel at some point in their lives — more than any other hotel brand. As at March 31, 2003, 74% of the Holiday Inn branded hotels were located in the Americas, where the brand enjoys a considerable RevPAR premium to many of its competitors.

As well as having the largest market share in the U.S. midscale full service segment, the brand has a significant position in the midscale segment in several European countries. For example, it is the largest midscale brand in the U.K. and the second largest midscale brand in Italy based on room numbers. In Asia Pacific, Holiday Inn is the largest midscale brand in China and has a strong position in Australia.

Express

Express is IHG Hotels’ midscale limited service hotel brand. IHG Hotels recognized the need for a brand in this category in the early 1990s and subsequently developed Express to further the reach of the Holiday Inn brand and enter the midscale limited service segment. The brand has grown rapidly and aims to provide the room quality of midscale hotels without the associated full range of facilities. The brand is targeted at the value-conscious guest, as best evidenced by the “Stay Smart” marketing campaign in the United States.

There were 1,395 Express hotels worldwide, which represented 22% of IHG Hotels’ hotel rooms as at March 31, 2003. Express is the third largest brand in the U.S. midscale limited service segment based on room numbers, and 90% of the Express branded rooms are located in the Americas. Express hotels are almost entirely franchised. The brand enjoys a RevPAR premium to many of its competitors in the United States. Express also has a solid and growing brand presence in the U.K. market where it faces competition from a variety of local market brands and independent hotels.

Staybridge Suites

Staybridge Suites is IHG Hotels’ organically developed upscale extended stay brand and offers self-catering services and amenities designed specifically for those on extended travel. The rooms provide more space than the typical hotel room, offering studios and one and two bedroom suites, with cooking and other facilities available in each room/suite. As at March 31, 2003, there were 52 Staybridge Suites hotels, all of which are presently located in the Americas, which represented 1% of all IHG Hotels’ hotel rooms. The first Staybridge Suites hotel was opened in

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1998, with the fiftieth Staybridge Suites hotel following in November 2002, thereby demonstrating the fastest roll out of fifty properties in its segment. In July 2003, the Group sold 16 Staybridge Suites’ hotels in the U.S. to Hospitality Properties Trust (“HPT”) for $185 million. These hotels will, however, continue to operate within the Staybridge Suites’ brand as a result of the Group having entered into a management agreement relating to these hotels with HPT for a period of 20 years with options to extend. Staybridge Suites brands are divided broadly between franchised and managed models. The primary competitors include, among others, Residence Inn, Homewood, Summerfield and Hawthorne.

Geographical Analysis

While IHG Hotels’ brands are in the main recognized globally, operational management is divided into three main geographic regions — North and South America (the “Americas”); Europe, Middle East and Africa (“EMEA”) and Asia and countries in the Pacific region (“Asia Pacific”). With its worldwide hotels operations and multiple ownership models, IHG Hotels is less dependent on the business cycle of any one country or region, although the U.S. market is predominant. The following tables show information concerning the geographical locations of IHG Hotels’ hotels for the periods indicated below.

For the year ended September 30, 2002	Americas		EMEA		Asia Pacific
Room Numbers % (as at September 30, 2002)	72		20		8
Hotel division operating profit (before exceptional items and Other (i))	178		125		24
Hotel division operating profit % (before exceptional items and Other(i))	55		38		7
Exceptional Items(ii)	(46	)	(15	)	(14	)
Hotel division operating profit (before Other(i))	132		110		10
Hotel division operating profit (before Other(i)) %	52		44		4

(i) Includes central overheads, goodwill amortization less dividends received from our investment in Felcor Lodging Trust Inc. (“Felcor”) and other income items.

(ii) The majority of the exceptional items relates to tangible asset write downs of £77 million following an impairment review of the hotel estate.

For the six month period ended March 31, 2003	Americas	EMEA	Asia Pacific
Room Numbers % (as at March 31, 2003)	72	20	8
Hotel division operating profit (before Other(iii)) %	58	28	14

(iii)  Includes central overheads, marketing costs and goodwill amortization less dividends from Felcor and other income items.

Americas

In the Americas, the largest proportion of rooms are operated under the franchised business model primarily in the midscale segment (Holiday Inn and Express). Similarly, in the upscale segment, Crowne Plaza is predominantly franchised, whereas InterContinental currently is predominantly geared toward ownership and management. With over 2,600 hotels, the Americas represented the bulk of the Group’s hotels and approximately 58% of IHG Hotels’ operating profit (before Other) for the six month period ended March 31, 2003. The key profit producing region is the United States, although IHG Hotels also has representation in the branded segment in each of Latin America, Canada, Mexico and the Caribbean.

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Despite all the negative influences on the hotel industry, total USD operating profit for the six month period ended March 31, 2003 was the same as the period in the prior year, demonstrating the strength, scale and resilience of the midscale franchise business in this region.

EMEA

EMEA’s profit stream is weighted toward ownership, particularly in respect of Holiday Inn and InterContinental hotels, although there are also managed and franchised hotels for most of its brands. EMEA comprised 579 hotels in total as at March 31, 2003. The key profit producing regions are the United Kingdom, with a base of owned Holiday Inn hotels, and the main European gateway cities (such as, Paris, London and Frankfurt) with owned and leased InterContinental hotels.

In the six month period ended March 31, 2003, EMEA was impacted significantly by the fall in international travel as a consequence of the sustained weakness of the global economy and the threat of and subsequent war in Iraq. These factors have particularly affected key gateway cities in which EMEA’s upscale properties are concentrated. As a result, while EMEA represented approximately 38% of IHG Hotels’ operating profit (before Other) for the year ended September 30, 2002, this fell to 28% for the six months ended March 31, 2003.

Asia Pacific

Asia Pacific represented 8% of IHG hotel rooms and 14% of its operating profit (before Other) for the six month period ended March 31, 2003. Comprising 142 hotels in total, IHG Hotels has a strong and growing presence in Asia Pacific, an important market as currently underdeveloped parts of the Asia Pacific market are expected to generate significant growth in the hotel and tourism industry over the next decade. The region represents a source of growth due to the current low penetration of brands offering the opportunity for IHG Hotels’ brands to build strong positions in key markets.

The region had a strong first quarter to December 31, 2002, particularly driven by the excellent performance of the InterContinental Hong Kong, which saw RevPAR growth of nearly 60% in the first quarter. This period also included $4 million of one-off income. The onset of the SARS virus, however, severely impacted key markets toward the end of the second quarter ended March 31, 2003.

Internet

In the business-to-consumer field, IHG Hotels, previously Six Continents Hotels, has been at the forefront of electronic hotel reservations since it was introduced in 1995. The Internet continues to be an important communications and distribution channel for the Group’s sales. During fiscal 2002, 4.5 million room nights were booked via the various IHG brand websites, such as www.intercontinental.com and www.holiday-inn.com. A further innovation during fiscal 2002 was the introduction of the “Lowest Internet Rate Guarantee” program, which promises customers that they would not find a better hotel rate on the Internet than on the Group’s sites, or it would honor the lower rate, plus a further 10% reduction from that rate. In fiscal 2002, IHG, along with four other hotel chains, announced the formation of Hotel Distribution System (HDS), LLC, a venture intended to market hotel rooms over the internet via on-line affiliate distributors. Now launched as Travelweb this is expected to make significant inroads into the non-direct internet booking channel in the U.S. In further developments we have joined forces with leading

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European hotel chains to acquire a controlling interest in Worldres Europe which is intended to play a similar role as Travelweb to the European consumer as well as provide a booking engine for travel agents and hotels alike. IHG Hotels continues to be involved, along with Marriott International, Inc., Hyatt Hotels Corporation and ClubCorp USA Inc., in Avendra LLC, an internet-enabled business-to-business hospitality procurement company.

Seasonality

Although the performance of individual hotels and geographic markets might be highly seasonal due to a variety of factors such as the tourist trade and local economic conditions, the geographical spread of IHG Hotels’ hotels in almost 100 countries and territories and the relative stability of the income stream from franchising activities diminish the effect of seasonality on the results of the Group.

Competition

The Group’s hotels compete with a wide range of facilities offering various types of lodging options and related services to the public. The competition includes several large and moderate sized hotel chains offering upper, mid and lower priced accommodation and also includes independent hotels in each of these market segments, particularly outside of North America where the lodging industry is much more fragmented. Major hotel chains which compete with the Group include Marriott International, Inc., Starwood Hotels & Resorts Worldwide, Inc., Choice Hotel International, Best Western International, Hilton Hotels Corporation, Hilton Group plc, Cendant Corporation, Four Seasons Hotels Inc. and Accor SA.

Soft Drinks

Overview

The Group holds a controlling interest in Britvic, the holding company for the Britvic Group, which is the second largest manufacturer of soft drinks, by volume, in the United Kingdom. The ownership of Britvic is split between the Group (50% plus one share held through a subsidiary of the Company), Allied Domecq Overseas (Canada) Limited and Whitbread Group PLC (each with 25% less a half share).

The Britvic Group owns an extensive portfolio of soft drinks brands that includes Robinsons, Tango, Britvic (juice and mixers), R Whites, Amé, J2O, Purdey’s and Aqua Libra and has exclusive rights in perpetuity to Red Devil in the United Kingdom and the Republic of Ireland. The Britvic Group also holds the exclusive franchise rights in Great Britain for the Pepsi and 7UP brands under a bottling agreement (“Bottling Agreement”) dated January 5, 1987 with Pepsi Beverages International (“PBI”). The Bottling Agreement expires at the beginning of 2007 and contains a change of control provision which, although not triggered by the Separation, allows PBI to terminate upon a change of control of the Britvic Group. Sales of Pepsi drinks accounted for approximately 42% of total net sales for the Britvic Group in 2002.

The Britvic Group’s operations are split between Britvic which includes the Pepsi, Tango, R Whites, Britvic (juice and mixers) and 7UP brands and Robinsons. Robinsons Soft Drinks Limited, a direct subsidiary of Britvic, holds the major brands acquired since Britvic Holdings Limited was initially set up by Six Continents, Allied and Whitbread in 1987. This includes the Robinsons and Red Devil brands and also the Amé, Purdey’s and Aqua Libra brands which were owned by Orchid Drinks Limited, a business acquired by the Britvic Group in July 2000. Sales of Robinsons products accounted for approximately 28% of total net sales for the Britvic Group in 2002. PBI owns a 10% stake in Britvic Holdings Limited, the holding company for Britvic, but if the Bottling Agreement is terminated it will have the right to put its shares to Britvic at a price to be agreed or, failing which, at fair market value.

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The Britvic Group generated operating profits before exceptional items of £57 million on revenues of £571 million in 2001, and in 2002 the Britvic Group generated increased operating profits before exceptional items of £63 million on revenues of £602 million.

In the six months to March 31, 2003, the Britvic Group grew its turnover by 6.5%, while continued strong control over costs contributed to the growth in operating profit of 25%.

Strategy

The goal for the Britvic Group is for it to become the United Kingdom’s leading soft drinks manufacturer. To achieve this goal, the strategy for the Britvic Group is to build its share of the major volume and value segments within the carbonated-soft drinks and still drinks markets. The Britvic Group continues to increase its market share by supporting its existing portfolio of brands and by a program of new product development and, where appropriate, acquisition.

Britvic’s business and brands

The following are the Britvic Group’s main brands:

Carbonates

Pepsi

Pepsi is the second largest soft drinks brand sold in the U.K. market.

7UP

7UP has become the second largest lemon and lime carbonated soft drink in the United Kingdom.

Tango

Tango is the number three fruit flavored carbonate in the U.K. market.

Stills

Robinsons

Robinsons is the market leader in the dilutables sub-sector by value in the United Kingdom, and the second largest grocery soft drinks brand by value in the United Kingdom. Since 1998, the brand’s market share has increased significantly.

Britvic (juice and mixers)

The Britvic brand is the leader in the U.K. on-premise juices segment. While sales of traditional mixers such as Indian Tonic Water are declining, J2O, a premium exotic juice-based soft drink, which was launched in fiscal 1999, has more than offset this lost volume.

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R Whites Lemonade

R Whites Lemonade is a brand leader in premium lemonades in the U.K. on-premise sector.

Adult Drinks

Orchid Drinks Limited was acquired in July 2000 to provide the Britvic Group with established brands in the growing U.K. adult/functional drink sectors. The product range includes Amé, Aqua Libra, Purdey’s and Norfolk Punch. The Britvic Group acquired the U.K. and Republic of Ireland rights to the energy drink Red Devil in August 2002.

Other

The Britvic Group also has a supply agreement for the sale of Abbey Well water for resale to licensed outlets and impulse buy outlets (excluding major multiples such as supermarket chains). In addition to brand acquisitions, the Britvic Group has developed and maintained its portfolio of brands. It has achieved this through an active new product development program to generate new sub-brands and packaging initiatives. Notable among these are new sub-brands, such as J2O and Robinsons’ Fruit Shoot. In addition, the Britvic Group has introduced a series of new packaging types such as a children’s 250 ml pack for the Tango brand together with flavor extensions such as Tango Cherry and limited edition seasonal Robinsons flavors.

Competition

The Britvic Group’s brands compete with many multi-national, national and regional producers and private label suppliers. The Britvic Group’s main competitor in the United Kingdom is Coca-Cola Enterprises (Coca-Cola, Fanta, Sprite, Dr Pepper, Schweppes and Lilt), which is the overall soft drinks market leader (in terms of market share). The Britvic Group also faces significant competition from GlaxoSmithKline (Lucozade and Ribena), AG Barr (Irn-Bru and Orangina), Proctor & Gamble (Sunny Delight) and Tropicana UK Limited (fruit juices), which are each strong within specific sectors of the market. A number of smaller manufacturers dominate their individual sector and their combined influence is becoming more important. Another significant player is Red Bull (energy drink).

Production and Distribution

In fiscal 2002, the Britvic Group had six production plants which produced over 1.2 billion liters of soft drinks during the year and operated 12 retail distribution depots as well as a national distribution center for supplying the on-trade and off-trade.

Seasonality

The volume of sales in the soft drinks business may be affected by weather and is seasonal, peaking in the summer months and at the time of holiday occasions, such as Christmas.

Regulation

The Food Safety Act 1990 effectively raised the quality standards demanded in the soft drinks industry. The Britvic Group has actively participated in the industry discussion processes which, it is believed, will ultimately result in legislation governing soft drinks products sold in the EU market.

SIX CONTINENTS PLC

Six Continents, formerly known as Bass PLC, is a public limited company organized and existing under the laws of England and Wales. It was formed in 1967, but the constituent parts are the result of the amalgamation of more than 80 companies and a number of disposals over more than 200 years.

Following Separation, Six Continents became our wholly-owned subsidiary. Six Continents is the subsidiary holding company for the hotels and soft drinks businesses. The corporate headquarters is in the United Kingdom, and the registered address is 20 North Audley Street, London, W1K 6WN, England.

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RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)

Our consolidated ratios of earnings to fixed charges calculated in accordance with U.K. GAAP and U.S. GAAP for each of our fiscal years ended September 30, 1998 through 2002 and for the six months ended March 31, 2003 are as follows:

	Year ended September 30,
	1998	1999		2000	2001	2002	March 31, 2003
U.K. GAAP	1.7	1.5		2.1	2.4	2.0	(a	)
U.S. GAAP	1.2	(b	)	1.7	2.1	2.2	(b	)

(a) Earnings calculated under U.K. GAAP for the six months ended March 31, 2003 were insufficient to cover fixed charges by £44 million.

(b) Earnings calculated under U.S. GAAP were insufficient to cover fixed charges as follows:

September 30, 1999	£13 million
March 31, 2003	£140 million

We computed the ratio of earnings to fixed charges by dividing the amount of our earnings by the amount of our fixed charges. We calculated earnings by adding:

• consolidated income from continuing operations before taxes on income;

• dividend income receivable from associated companies less than 50% owned; and

• fixed charges;

and then deducting:

• share of pre-tax income of companies less than 50% owned; and

• the pre-tax value of preferred share dividends payable by our subsidiaries.

We calculate fixed charges by adding interest on all indebtedness and amortization of debt issues, and the element of rental expense which we deem to be representative of interest.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth the Group’s actual and pro forma short term borrowings and capitalization and indebtedness as of March 31, 2003. The pro forma amounts reflect the anticipated capitalization and indebtedness of the Group as a result of the Separation which was effective on April 14, 2003.

	As at March 31, 2003
	Actual	Pro forma (ii)
Short-term borrowings:
Bank loan and other borrowings (secured: actual £7 million; pro forma £5 million)	37	34
Long-term borrowings:
Bank loan and other borrowings (secured: actual £61 million; pro forma £61 million)	1,608	1,024
Shareholders’ funds
Share capital	243	734
Share premium	802	—
Revaluation reserve	1,032	289
Capital redemption reserve	853	—
Merger reserve	—	1,164
Profit and loss account	2,316	332
Total shareholders’ funds	5,246	2,519
Total capitalization	6,854	3,543

(i) Total capitalization under U.S. GAAP would be: actual £7,328 million; pro forma £4,946 million.

(ii) The Unaudited Condensed Pro Forma Consolidated Financial Information contained in our Report on Form 6-K, dated August 19, 2003, which is incorporated by reference, has been prepared for illustrative purposes only and, because of its nature, may not give a true picture of:

• the financial position or results of IHG had the Separation (and related refinancing) occurred on the dates assumed; or

• the results of operations of IHG for any future period or its financial condition at any future date.

In addition, IHG Hotels operated as a division of Six Continents prior to the Separation and, consequently, its operating results may have been different than if it had operated as a stand-alone group.

The Unaudited Condensed Pro forma Financial Information has been prepared from, and should be read in conjunction with, Six Continents PLC’s historical audited financial statements for the year ended September 30, 2002 and notes and unaudited interim results for the period ended March 31, 2003.

The Unaudited Condensed Pro forma Consolidated Financial Information has been prepared in accordance with U.K. GAAP, which differ in certain respects from U.S. GAAP. Note 32 of Notes to the Financial Statements for the year ended September 30, 2002, together with Note 17 of the Notes to the Unaudited Condensed Consolidated Financial Statements, provide a description of the principal differences between U.K. GAAP and U.S. GAAP as they relate to the Group. Pro forma profit for the period and pro forma shareholders’ funds as adjusted for these differences are set out in the notes to the Unaudited Condensed Pro Forma Financial Information.

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USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, the net proceeds from the sale of securities will be used for general corporate purposes. These include working capital for the Group and the repayment of the existing borrowings of the Group. IHG may temporarily invest funds that it does not need immediately for these purposes in bank deposits and in short-term marketable securities.

DESCRIPTION OF DEBT SECURITIES

IHG may issue debt securities by this prospectus. As required by U.S. federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called the indenture. The indenture relating to our debt securities is a contract that will be entered into among InterContinental Hotels Group PLC, Six Continents PLC and JPMorgan Chase Bank.

JPMorgan Chase Bank acts as the trustee under the indenture. The trustee has two main roles:

• First, it can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described under “Default and Related Matters — Events of Default — Remedies If an Event of Default Occurs” below; and

• Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your debt securities to a new buyer if you sell and sending you notices.

Unless otherwise specified in the accompanying prospectus supplement, Six Continents will guarantee the debt securities issued under the indenture. The guarantee is described under “Description of Guarantee” below.

The indenture and its associated documents contain the full legal text of the matters described in this section. The indenture and the debt securities are governed by New York law. The indenture is an exhibit to our registration statement. See “Where You Can Find More Information About Us” for information on how to obtain a copy.

This section summarizes the material provisions of the indenture and the debt securities. However, because it is a summary, it does not describe every aspect of the indenture or the debt securities. This summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including some of the terms used in the indenture. We describe the meaning for only the more important terms. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the prospectus supplement, those sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the description of the particular terms of your series of debt securities described in the prospectus supplement.

We may issue as many distinct series of debt securities under our indenture as we wish. This section summarizes all material terms of the debt securities that are common to all series, unless otherwise indicated in the prospectus supplement relating to a particular series.

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We may issue the debt securities as original issue discount securities, which are debt securities that are offered and sold at a substantial discount to their stated principal amount. (Section 1.01 of the Indenture) The debt securities may also be issued as indexed securities or securities denominated in foreign currencies or currency units, as described in more detail in the prospectus supplement relating to any such debt securities.

We may, without the consent of the holders of the debt securities, issue additional debt securities having the same ranking and the same interest rate, maturity, and other terms of the debt securities of any series. Any such additional debt securities together with the original issuance of debt securities of such series may be designated a single series under the indenture. No additional debt securities may be issued as part of another series if an event of default, as defined in the indenture, has occurred.

In addition, the specific financial, legal and other terms particular to a series of debt securities are described in the prospectus supplement and the pricing agreement relating to the series. Those terms may vary from the terms described here. Accordingly, this summary also is subject to and qualified by reference to the description of the terms of the series described in the prospectus supplement and any pricing agreement.

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

• the title of the series of debt securities;

• any limit on the aggregate principal amount of the series of debt securities;

• any stock exchange on which we will list the series of debt securities;

• the date or dates on which we will pay the principal of the series of debt securities;

• the rate or rates, which may be fixed or variable, per annum at which the series of debt securities will bear interest, if any, and the date or dates from which that interest, if any, will accrue;

• the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest payment dates;

• any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder;

• the date, if any, after which and the price or prices at which the series of debt securities may, in accordance with any optional or mandatory redemption provisions that are not described in this prospectus, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any;

• the denominations in which the series of debt securities will be issuable if other than denominations of $1,000 and any integral multiple of $1,000;

• the currency of payment of principal, premium, if any, and interest on the series of debt securities if other than the currency of the United States of America and the manner of determining the equivalent amount in the currency of the United States of America;

• any index used to determine the amount of payment of principal of, premium on, if any, and interest on the series of debt securities;

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• the applicability of the provisions described later under “Covenants — Defeasance and Discharge”;

• whether the series of debt securities will be issuable in whole or part in the form of a global security as described under “Legal Ownership — Global Securities”, and the depository or its nominee with respect to the series of debt securities, and any special circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depository or its nominee; and

• any other special features or special U.S. federal income or U.K. tax considerations of the series of debt securities.

Unless otherwise stated in the prospectus supplement, the debt securities will be issued only in fully registered form without interest coupons.

Legal Ownership

Street Name and Other Indirect Holders

We generally will not recognize investors who hold securities in accounts at banks or brokers as legal holders of debt securities. When we refer to the holders of securities, we mean only the actual legal and (if applicable) record holder of those securities. Holding securities in accounts at banks or brokers is called holding in street name. If you hold securities in street name, we will recognize only the bank or broker, or the financial institution the bank or broker uses to hold its securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the securities, either because they agree to do so in their customer agreements or because they are legally required. If you hold securities in street name, you should check with your own institution to find out:

• how it handles securities payments and notices;

• whether it imposes fees or charges;

• how it would handle voting if it were ever required;

• whether and how you can instruct it to send you securities, registered in your own name so you can be a direct holder as described below; and

• how it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests.

Direct Holders

Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, under the securities run only to persons who are registered as holders of securities. As noted above, we do not have obligations to you if you hold in street name or other indirect means, either because you choose to hold securities in that manner or because the securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you as a street name customer but does not do so.

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Global Securities

What is a Global Security?    A global security is a special type of indirectly held security, as described above under “Street Name and Other Indirect Holders”. If we choose to issue securities in the form of global securities, the ultimate beneficial owners can only be indirect holders.

We require that the securities included in the global security not be transferred to the name of any other direct holder unless the special circumstances described below occur. The financial institution that acts as the sole direct holder of the global security is called the depositary. Any person wishing to own a security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The prospectus supplement relating to an offering of a series of securities will indicate whether the series will be issued only in the form of global securities.

Special Investor Considerations for Global Securities.    As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of debt securities and instead deal only with the depositary that holds the global security.

If you are an investor in securities that are issued only in the form of global debt securities, you should be aware that:

• You cannot get debt securities registered in your own name.

• You cannot receive physical certificates for your interest in the securities.

• You will be a street name holder and must look to your own bank or broker for payments on the securities and protection of your legal rights relating to the securities, as explained earlier under “Street Name and Other Indirect Holders”.

• You may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates.

• The depositary’s policies will govern payments, transfers, exchange and other matters relating to your interest in the global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way.

• The depositary will require that interests in a global security be purchased or sold within its system using same-day funds. By contrast, payment for purchases and sales in the market for corporate bonds and other securities is generally made in next-day funds. The difference could have some effect on how interests in global security trade, but we do not know what that effect will be.

• If the depositary defaults we will not be responsible.

Special Situations When Global Security Will Be Terminated.    In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing securities. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in securities transferred to their own name so that they will be direct holders. The rights of street name investors and direct holders in the debt securities have been previously described in the subsections entitled “Street Name and Other Indirect Holders” and “Direct Holders”.

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The special situations for termination of a global security are:

• When the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary.

• When an event of default on the securities has occurred and has not been cured. Defaults are discussed below under “Default and Related Matters — Events of Default”.

The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary (and not we or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.

In the remainder of this description “you” means direct holders and not street name or other indirect holders of debt securities. Indirect holders should read the previous subsection entitled “Street Name and Other Indirect Holders”

Overview of Remainder of This Description

The remainder of this description summarizes:

• Additional mechanics relevant to the debt securities under normal circumstances, such as how you transfer ownership and where we make payments.

• Your rights under several special situations, such as if we merge with another company, if we want to change a term of the debt securities or if we want to redeem the debt securities for tax reasons.

• Your rights to receive payment of additional amounts due to changes in the withholding requirements of various jurisdictions.

• Covenants contained in the indentures that restrict our and our restricted subsidiaries’ ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have additional covenants.

• Your rights if we default or experience other financial difficulties.

• Our relationship with the trustee.

ADDITIONAL MECHANICS

Exchange and Transfer

You may have your registered debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. (Section 3.05) This is called an exchange.

You may exchange or transfer registered debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring registered debt securities. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also register transfers of the registered debt securities. (Section 3.05)

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You will not be required to pay a service charge to transfer or exchange debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange of a registered debt security will only be made if the security registrar is satisfied with your proof of ownership.

If we have designated additional transfer agents, they are named in the prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. (Section 10.02)

If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of registered debt securities during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day we mail the notice of redemption and ends on the day of that mailing. We may also refuse to register transfers or exchanges of registered debt securities selected for redemption. However, we will continue to permit transfers and exchanges of the unredeemed portion of any registered security being partially redeemed. (Section 3.05)

Payment and Paying Agents

We will pay interest to you if you are a direct holder listed in the trustee’s records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the security on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the regular record date and is stated in the prospectus supplement. (Section 3.07)

We will pay interest, principal and any other money due on the registered debt securities at the corporate trust office of the trustee in New York City. That office is currently located at 4 New York Plaza, Floor 15, New York, New York, 10004. You must make arrangements to have your payments picked up at or wired from that office. We may also choose to pay interest by mailing checks. Interest on global securities will be paid to the holder thereof by wire transfer of same-day funds.

Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the debt securities to pro rate interest fairly between buyer and seller. This pro rated interest amount is called accrued interest.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee’s corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for any particular series of debt securities. (Section 10.02)

Notices

We and the trustee will send notices only to direct holders, using their addresses as listed in the trustee’s records. (Sections 1.01 and 1.06)

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Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (Section 10.03)

SPECIAL SITUATIONS

Mergers and Similar Events

Both IHG and the guarantor, if applicable, are generally permitted to consolidate or merge (which term shall include a scheme of arrangement) with another company or firm. Each of IHG and the guarantor is also permitted to sell or lease substantially all of its assets to another firm or to buy or lease substantially all of the assets of another firm. However, neither may take any of these actions unless all the following conditions are met:

• If either consolidates or merges out of existence or sells or leases its assets, the other firm must be an entity in a member nation of the Organization for Economic Cooperation and Development.

• If either consolidates, merges out of existence or sells or leases substantially all of its assets, the other firm must assume its obligations on the debt securities. The other firm’s assumption of these obligations must include the obligation to pay the additional amounts described later under “Payment of Additional Amounts”. If such other firm is organized under the laws of a jurisdiction other than the United Kingdom, the United States, any State thereof or the District of Columbia, it must indemnify you against any governmental charge or other cost for you resulting from the transaction. It will not be required, however, to indemnify you against any costs associated with the treatment by the U.S. Internal Revenue Service of the transaction as an exchange for U.S. Federal income tax purposes of debt securities for new securities, as discussed below.

• The merger, sale or lease of assets or other transaction must not cause a default on the debt securities, and we must not already be in default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described later under “Default and Related Matters — Events of Default — What is An Event of Default?” A default for this purpose would also include any event that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.

• It is possible that the merger, sale or lease of assets or other transaction would cause some of our property to become subject to a mortgage or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back. We have promised to limit these preferential rights on our property, called liens, as discussed later under “Covenants — Restrictions on Liens”. If a merger or other transaction would create any liens on our property, we must comply with that covenant. We would do this either by deciding that the liens were permitted under the covenant, or by following the requirements of the covenant to grant an equivalent or higher-ranking lien on the same property to you and the other direct holders of the debt securities. (Section 8.01)

Upon any consolidation or merger, the successor formed by such consolidation may succeed to, and be substituted for, and may exercise every right and power granted to IHG or the guarantor, as

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applicable, under the indenture. Except in the case of a lease, the predecessor to the merged company or firm shall be relieved of all obligations and covenants under the indenture. (Section 8.02)

It is possible that the U.S. Internal Revenue Service may deem a merger or other similar transaction to cause an exchange for U.S. Federal income tax purposes of debt securities for new securities by the holders of the debt securities. This could result in the recognition of taxable gain or loss for U.S. Federal income tax purposes and possible other adverse tax consequences.

Modification and Waiver

There are three types of changes we can make to the indenture and the debt securities. Some changes require your specific approval, others require the approval of a majority of the holders of debt securities, and certain clarifying and other changes do not require any vote by the holders of debt securities.

Changes Requiring Your Approval.    First, there are changes that cannot be made to your debt securities without your specific approval. Following is a list of those types of changes:

• change the stated maturity of the principal or interest on a debt security;

• reduce any amounts due on a debt security;

• change any obligation to pay additional amounts described later under “Payment of Additional Amounts”;

• reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default;

• change the place or currency of payment on a debt security;

• impair your right to bring a lawsuit for any amounts due on a security;

• change our obligation to maintain an office or agent in each place where securities of a particular series may be presented or surrendered for payment, exchange or where notices may be served;

• reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;

• reduce the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indenture or to waive various defaults;

• modify any other aspect of the provisions dealing with modification and waiver of the indenture; and

• change the obligations of the guarantor to pay any principal, premium or interest under the guarantee, except in accordance with the terms of the Indenture.

Changes Requiring Majority Consent.    The second type of change to the indenture and the debt securities is the kind that requires consent by holders of debt securities owning a majority of the principal amount of the particular series affected. Most changes fall into this category, except for clarifying changes and other changes described below. The same consent would be required for us to obtain a waiver of all or part of the covenants described below, or a waiver of a past

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default. However, we cannot obtain a waiver of a payment default or any other aspect of the indentures or the debt securities listed in the first category described under “Changes Requiring Your Approval” unless we obtain your individual consent to the waiver. (Section 5.13)

Changes Not Requiring Approval.    The third type of change does not require any action or consent by holders of debt securities. This type is limited to clarifications and other changes that would not adversely affect holders of the debt securities in any material respect. (Section 9.01).

Further Details Concerning Consents.    When seeking the consent of noteholders, we will use the following rules to decide how much principal amount to attribute to a security:

• For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default.

• For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that security described in the prospectus supplement.

• For debt securities denominated in one or more foreign currencies or currency units, we will use the U.S. dollar equivalent.

• Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described under “Covenants — Defeasance and Discharge”. (Section 1.01)

• We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities that are entitled to vote or take other action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding debt securities of that series on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the trustee may specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time. (Section 1.04)

Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Optional Tax Redemption

We may have the option to redeem the debt securities in the two situations described below. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. The redemption price for original issue discount debt securities will be specified in the prospectus supplement for such securities. Furthermore, we must give you between 30 and 60 days notice before redeeming the debt securities.

The first situation is where, as a result of a change in, execution of or amendment to any laws or the official application or interpretation of any laws, we would be required to pay additional

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amounts as described later under “Payment of Additional Amounts”. This applies only in the case of changes, executions or amendments that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities and in the jurisdiction where we are incorporated or resident for tax purposes. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is organized or resident for tax purposes, and the applicable date will be the date the entity became a successor.

The second situation is where a person located outside of the United States, including the United Kingdom, into which we are merged or to whom we have conveyed, transferred or leased its property is required to pay an additional amount. We would have the option to redeem the debt securities if we are required to pay additional amounts immediately after the merger, conveyance, transfer or lease.

We would not have the option to redeem in either case if we could have avoided the payment of additional amounts or the deduction or withholding by using reasonable measures available to us.

PAYMENT OF ADDITIONAL AMOUNTS

The government of any jurisdiction where we are incorporated or resident for tax purposes may require us to withhold amounts from payments on the principal or interest on a debt security for taxes or any other governmental charges. If the jurisdiction requires a withholding of this type, we may be required to pay you an additional amount so that the net amount you receive will be the amount specified in the debt security to which you are entitled. However, in order for you to be entitled to receive the additional amount, you must not be resident in the jurisdiction that requires the withholding.

We will not have to pay additional amounts under any of the following circumstances:

• The tax or governmental charge is imposed only because the holder, or a fiduciary, settler, beneficiary or member or shareholder of, or possessor of a power over, the holder, if the holder is an estate, trust, partnership or corporation, was or is connected to the taxing jurisdiction, other than by merely holding the debt security or receiving principal or interest in respect thereof. These connections include where the holder or related party:

— is or has been a citizen or resident of the jurisdiction;

— is or has been engaged in trade or business in the jurisdiction; or

— has or has had a permanent establishment in the jurisdiction.

• The tax or governmental charge is imposed due to the presentation of a debt security, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for.

• The tax or governmental charge is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge.

• The tax or governmental charge is for a tax or governmental charge that is payable in a manner that does not involve withholdings.

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• The tax or governmental charge is imposed or withheld because the holder or beneficial owner failed to comply with any of the following requests of IHG or its successor entity:

— to provide information about the nationality, residence or identity of the holder or beneficial owner, or

— to make a declaration or satisfy any information requirements that the statutes, treaties, regulations or administrative practices of the taxing jurisdiction require as a precondition to exemption from all or part of such tax or governmental charge.

• The withholding or deduction is imposed pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of June 3, 2003, or any law implementing such directive.

• The withholding or deduction is imposed on a holder or beneficial owner who could have avoided such withholding or deduction by presenting its debt securities to another paying agent.

• The holder is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment of the principal of, or any interest on, any debt security, and the laws of the jurisdiction require the payment to be included in the income of a beneficiary or settler for tax purposes with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of such security.

These provisions will also apply to any taxes or governmental charges imposed by any jurisdiction in which a successor to IHG or a substitute obligor is organized. The prospectus supplement relating to the debt securities may describe additional circumstances in which we would not be required to pay additional amounts.

In certain circumstances, payments made to holders of debt securities may be subject to withholding or deduction for, or on account of, U.K. tax. These circumstances might include, for example, if payments are made on debt securities issued by us that are not listed on a “recognized stock exchange” for U.K. tax purposes at the time of payment. For more information, see the section entitled “Certain Tax Considerations — United Kingdom Taxation — United Kingdom Taxation of Debt Securities”.

COVENANTS

Restrictions on Liens

Some of our property may be subject to a mortgage or other legal mechanism that gives our lenders preferential rights in that property over other lenders, including you and the other direct holders of the debt securities, or over our general creditors if we fail to pay them back. These preferential rights are called liens. We promise that we and our restricted subsidiaries, which are described further below, will not become obligated on any new debt for borrowed money that is secured by a lien on any of our principal properties, which are described further below, or on any shares of stock of any of our restricted subsidiaries, unless we grant an equivalent or higher-ranking lien on the same property to you and the other direct holders of the debt securities.

We do not need to comply with this restriction if the amount of all debt that would be secured by liens on our principal properties and the shares of stock of our restricted subsidiaries, excluding the

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debt secured by the liens that are listed below, does not exceed 15% of the Group’s consolidated tangible fixed assets. The Group’s consolidated tangible fixed assets may be the amount described in the Group’s most recent audited consolidated balance sheet under “fixed assets” as “tangible assets”. Alternatively, the Group’s consolidated tangible fixed assets may be the valuation of IHG’s or its subsidiaries’ property, plant and equipment determined in accordance with our accounting policies less a provision, as may be required, for depreciation, authorization or diminution in value. (Section 10.09)

This restriction on liens applies, with certain exceptions, to liens for borrowed money. For example, several liens imposed by operation of law, such as liens to secure statutory obligations for taxes or workers’ compensation benefits, or liens we create to secure obligations to pay legal judgments or surety bonds, are not covered by this restriction. This restriction on liens also does not apply to debt secured by a number of different types of liens, and we can disregard this debt when we calculate the limits imposed by this restriction. These types of liens include, among others, the following:

• any lien existing on or before the date of the indenture;

• any lien arising by operation of law and not securing amounts more than ninety days overdue or otherwise being contested in good faith;

• any lien on a principal property or shares of stock of any restricted subsidiary, which becomes a restricted subsidiary after the date of the applicable indenture, arising prior to the date of the restricted subsidiary’s becoming a restricted subsidiary, provided that such lien was not created in contemplation of such restricted subsidiary’s becoming a restricted subsidiary;

• any lien over any principal property, or documents of title thereto, or shares of stock of any restricted subsidiary that we or any restricted subsidiary granted as security for, or to secure indebtedness incurred to finance, all or part of the price of the acquisition of such principal property or shares of stock of such restricted subsidiary, or the development, redevelopment, modification or improvement of such principal property (if the lien is created not later than 24 months after such acquisition or completion of development, redevelopment, modification or improvement);

• any lien over any principal property, or documents of title thereto, or shares of stock of any restricted subsidiary that we or any restricted subsidiary acquired subject to the lien;

• any lien to secure indebtedness for borrowed money incurred in connection with a specifically identifiable project where the lien relates to a principal property involved in the project and that we or any restricted subsidiary acquired after the date of the indenture and the recourse of the creditors relating to the indebtedness is limited to the project and principal property;

• any lien incurred or deposits made in the ordinary course of business, including, but not limited to, (a) any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other like liens, (b) any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security, and any easements, rights-of-way, restrictions and (c) other similar liens;

• any lien incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations incurred in the ordinary course of business;

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• any lien on our principal property or a principal property of any restricted subsidiary in favor of the U.S. federal or any state government or the U.K. or the government of the E.U. or any member state thereof or any instrumentality of any of them, securing the obligations of us or any restricted subsidiary as a result of any contract;

• any lien securing taxes or assessments or other applicable government charges or levies not overdue;

• any lien securing industrial revenue, development or similar bonds issued by or for the benefit of us or any of our restricted subsidiaries, provided that the industrial revenue, development or similar bonds are non-recourse to us or the restricted subsidiary; and

• any extension, renewal or replacement or successive extensions, renewals or replacements, as a whole or in part, of any lien included earlier in this list.

Restrictions on Sales and Leasebacks

We promise that neither we nor any of our restricted subsidiaries will enter into any sale and leaseback transaction involving a principal property unless we comply with this covenant. A sale and leaseback transaction is an arrangement between us or a restricted subsidiary and a bank, insurance company or other lender or investor where we lease or the restricted subsidiary leases a property that we have or the restricted subsidiary has owned for more than six months and sold to a lender or investor or to any person to whom the lender or investor has advanced funds on the security of the principal property.

We can comply with this covenant in either of two different ways. First, we will be in compliance if we or our restricted subsidiary could grant a lien on the principal property in an amount equal to the indebtedness attributable to the sale and leaseback transaction without being required to grant an equivalent or higher-ranking lien to you and the other direct holders of the debt securities under the restriction on liens described above.

Second, we can comply if we invest an amount equal to at least the net proceeds of the sale of the principal property that we lease or our restricted subsidiary leases in the transaction or the fair value of that property, whichever is greater. This amount must be invested in any principal property or used to retire indebtedness for money that we or our restricted subsidiaries borrowed, incurred or assumed and that either has a maturity of 12 months or more from the date of incurrence of the indebtedness or has a maturity of less than 12 months from that date but is by its terms renewable or extendible beyond 12 months from that date at the option of the borrower, within one year of the transaction. (Section 10.10)

This restriction on sales and leasebacks does not apply to any sale and leaseback transaction that is between us and one of our subsidiaries, or between one of our restricted subsidiaries and either us or one of our other subsidiaries. It also does not apply to any lease with a term, including renewals, of three years or less.

We or our restricted subsidiaries may enter into sale and lease-back transactions provided that the total amount of debt attributable to sale and lease-back transactions plus other debt of ours or any of our restricted subsidiaries incurred, assumed or guaranteed secured by liens (but excluding debt secured by liens on property that we or any restricted subsidiary would be entitled to incur, assume or guarantee as described under “ — Restriction on Liens” above) does not exceed 15% of the Group’s consolidated tangible fixed assets.

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As used here, “principal property” means a building or other structure or facility, and the land on which it sits and its associated fixtures that is located in the United States or the United Kingdom and that we or a subsidiary owns or leases and where the gross book value of the property exceeds the greater of US$100 million or 1% of the Group’s consolidated tangible fixed assets on the date as of which the determination is being made.

As used here, “restricted subsidiary” means any subsidiary of the Group whose proportionate share of the total assets exceeds 10% of the total assets of the Group, provided that restricted subsidiaries shall not include: (i) any subsidiary which does not directly or indirectly own a principal property; (ii) any subsidiary that is part of the Britvic Group and principally engaged in the Group’s soft drinks business; or (iii) any subsidiary which is principally engaged in leasing or in financing installment receivables or which is principally engaged in financing the operations of the Group and its consolidated subsidiaries.

As used here, “total assets” shall mean the fixed assets and current assets, as set forth in IHG’s most recent audited consolidated balance sheet published in accordance with U.K. GAAP.

Defeasance and Discharge

The following discussion of full defeasance and discharge will be applicable to your series of debt securities only if we choose to have them apply to that series. If we do so choose, we will state that in the prospectus supplement. (Section 4.03)

We and Six Continents can legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, in addition to other actions, put in place the following arrangements for you to be repaid:

• We or Six Continents must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.

• We or Six Continents must deliver to the trustee a legal opinion of counsel confirming that, as a result of a change in U.S. Federal income tax law arising after the date of the indenture, we or Six Continents may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities. We would not have to deliver this opinion if we or Six Continents received a private letter ruling from the U.S. Internal Revenue Service, or there has been published by the U.S. Internal Revenue Service a revenue ruling, that states the same conclusion.

However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

• to register the transfer and exchange of debt securities;

• to replace mutilated, destroyed, lost or stolen debt securities;

• to maintain paying agencies; and

• to hold money for payment in trust.

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DEFAULT AND RELATED MATTERS

Ranking

The debt securities are not secured by any of our property or assets nor Six Continents’ property or assets. Accordingly, your ownership of debt securities means you are one of our and Six Continents’ unsecured creditors. The debt securities are not subordinated to any of our or Six Continents’ other unsecured debt obligations and therefore they rank equally with all of our and Six Continents’ other unsecured and unsubordinated indebtedness.

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default? The term event of default means any of the following:

• We do not pay the principal or any premium on a debt security of the same series as your debt securities on its due date.

• We do not pay interest on a debt security of the same series as your debt securities within 30 days of its due date.

• We do not deposit any sinking fund payment of the same series as your debt securities on its due date.

• We or Six Continents remain in breach of a covenant described in the indenture or any other term of the indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.

• (a) Any other present or future obligation (other than non-recourse obligations) for borrowed money of ours or Six Continents shall have been accelerated so that the same becomes due and payable prior to its stated maturity by reason of a default with respect to such indebtedness and such acceleration shall not be rescinded or annulled (by reason of a remedy, cure or waiver thereof with respect to the default upon which such acceleration is based) within 21 days after such acceleration, or (b) we or Six Continents default in the payment of any principal on any obligation (other than non-recourse obligations) for borrowed money, when due at its final maturity, after giving effect to any applicable grace period, or (c) we or Six Continents fail to pay when due any amount payable by us or Six Continents under any present or future guarantee by us or Six Continents for, or indemnity provided by us or Six Continents in respect of, any obligation (other than non-recourse obligations) for borrowed money, within any applicable grace period provided for, and if the principal amount of such obligation for borrowed money is not yet due at its final maturity, the holder of such guarantee shall have accelerated the payment thereon and such acceleration shall not be rescinded or annulled (by reasons of a remedy, cure or waiver thereof with respect to the default upon which such acceleration is based) within 21 days after such acceleration; provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned in this paragraph have occurred (without duplicate) equals or exceeds (i) U.S.$75,000,000 or (ii) 1% of the Group’s consolidated net assets, whichever amount is greater.

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• We or Six Continents file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

• If your securities are guaranteed, the guarantee is not (or is claimed by us or Six Continents not to be) in full force and effect, unless as otherwise provided for in the Indenture.

• Any other event of default described in the prospectus supplement occurs. (Section 5.01)

Remedies If an Event of Default Occurs.    If an event of default has occurred and has not been cured within the relevant remedy period, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if certain conditions are met. (Section 5.02)

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. (Section 6.03) If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture. (Section 5.12)

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

• You must give the trustee written notice that an event of default has occurred and remains uncured.

• The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

• The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (Section 5.07)

Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

We will furnish to the trustee every year a written statement of certain of our officers certifying that, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default. (Section 10.05)

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REGARDING THE TRUSTEE

We, Six Continents, and several other of our subsidiaries maintain banking relations with the trustee in the ordinary course of our business.

If an event of default occurs, or an event occurs that would be an event of default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded, the trustee may be considered to have a conflicting interest with respect to the debt securities or the applicable indenture for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the indenture and we would be required to appoint a successor trustee.

DESCRIPTION OF GUARANTEE

Unless otherwise indicated in the prospectus supplement, Six Continents will fully and unconditionally guarantee the payment of the principal, of premium, if any, and interest on the guaranteed debt securities, including any additional amounts which may be payable by IHG in respect of its debt securities, as described under “Payment of Additional Amounts”. In addition, if Six Continents is required to withhold from amounts payable under its guarantee, Six Continents will pay you additional amounts so that the net amount will be the amount specified in the debt security to which you are entitled, subject to conditions and restrictions similar to those described under “Payment of Additional Amounts.” Six Continents guarantees the payment of such amounts when such amounts become due and payable, whether at the stated maturity of the debt securities, by declaration or acceleration, call for redemption or otherwise.

CLEARANCE AND SETTLEMENT

Securities we issue may be held through one or more international and domestic clearing systems. The principal clearing systems we will use are the book-entry systems operated by DTC in the United States, Clearstream Banking, société anonyme, in Luxembourg (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V., as operator of the Euroclear System, in Brussels, Belgium (“Euroclear”). These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates.

Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for securities we issue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis.

Investors in securities that are issued outside of the United States, its territories and possessions must initially hold their interests through Euroclear, Clearstream, Luxembourg or the clearance system that is described in the applicable prospectus supplement.

Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities.

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The policies of DTC, Clearstream, Luxembourg and Euroclear will govern payments, transfers, exchange and other matters relating to the investor’s interest in securities held by them. This is also true for any other clearance system that may be named in a prospectus supplement.

We have no responsibility for any aspect of the actions of DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspect of the records kept by DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We also do not supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.

DTC, Clearstream, Luxembourg, Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.

The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream, Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

The Clearing Systems

DTC

DTC has advised us as follows:

• DTC is:

— a limited purpose trust company organized under the laws of the State of New York;

— a member of the Federal Reserve System;

— a “clearing corporation” within the meaning of the Uniform Commercial Code; and

— a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.

• DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates.

• Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives.

• Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants.

• The rules applicable to DTC and DTC participants are on file with the SEC.

Clearstream, Luxembourg

Clearstream, Luxembourg has advised us as follows:

• Clearstream, Luxembourg is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier).

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• Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through electronic book-entry changes to the accounts of its customers. This eliminates the need for physical movement of certificates.

• Clearstream, Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and lending and borrowing of securities. It interfaces with the domestic markets in over 30 countries through established depositary and custodial relationships.

• Clearstream, Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include certain professional financial intermediaries. Its U.S. customers are limited to securities brokers and dealers and banks.

• Indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream, Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies.

Euroclear

Euroclear has advised us as follows:

• Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking and Finance Commission (Commission Bancaire et Financière) and the National Bank of Belgium (Banque Nationale de Belgique).

• Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates.

• Euroclear provides other services to its customers, including credit custody lending and borrowing of securities and tri-party collateral management. It interfaces with the domestic markets of several other countries.

• Euroclear customers include banks, including central banks, securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other professional financial intermediaries.

• Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have relationships with Euroclear customers.

• All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to specific securities clearance accounts.

Other Clearing Systems

We may choose any other clearing system for a particular series of securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.

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Primary Distribution

The distribution of the securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

Clearance and settlement procedures may vary from one series of securities to another according to the currency that is chosen for the specific series of securities. Customary clearance and settlement procedures are described below.

Clearance and Settlement Procedures — DTC

DTC participants that hold securities through DTC on behalf of investors will follow the settlement practices applicable to United States corporate debt obligations.

For payments in U.S. dollars, securities will be credited to the securities custody accounts of these DTC participants against payment on the settlement date. For payments in a currency other than U.S. dollars, securities will be credited free of payment on the settlement date.

Clearance and Settlement Procedures — Euroclear and Clearstream, Luxembourg

We understand that investors that hold their securities through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for debt securities.

Securities will be credited to the securities custody accounts of Euroclear and Clearstream, Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

Secondary Market Trading

Trading between DTC participants

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to United States corporate debt obligations.

If payment is made in U.S. dollars, settlement will be made versus payment. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. Dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

Trading between Euroclear and/or Clearstream, Luxembourg Participants

We understand that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form for debt securities.

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Transfers between DTC and Clearstream, Luxembourg or Euroclear

Cross-market transfers between persons holding directly or indirectly trough DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. depositary. However, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC Clearstream, Luxembourg participants and Euroclear participants may not deliver instructions directly to the respective U.S. depositaries.

Because of time-zone differences, credits of securities received by Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be dated the business day following DTC settlement date. Such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream, Luxembourg participants or Euroclear participants on such business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg or Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be generally available to the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among their respective participants, they are under no obligation to perform or continue to perform such procedures and such procedures may be changed or discontinued at any time.

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CERTAIN TAX CONSIDERATIONS

UNITED STATES TAXATION OF DEBT SECURITIES

This discussion describes the principal United States federal income tax consequences of owning the debt securities described in this prospectus. It is the opinion of Sullivan & Cromwell LLP, U.S. counsel to IHG. It applies to you only if you acquire debt securities in the offering or offerings contemplated by this prospectus and you hold your debt securities as capital assets for tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

• a dealer in securities or currencies;

• a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

• a bank;

• a life insurance company;

• a tax-exempt organization;

• a person that owns debt securities that are a hedge or that are hedged against interest rate or currency risks;

• a person that owns debt securities as part of a straddle or conversion transaction for tax purposes; or

• a United States holder, as defined below, whose functional currency for tax purposes is not the U.S. dollar.

This discussion deals only with debt securities that are due to mature 30 years or less from the date on which they are issued. The United States federal income tax consequences of owning debt securities that are due to mature more than 30 years from their date of issue will be discussed in an applicable prospectus supplement. This discussion is based on the Internal Revenue Code of 1986, as amended, which we refer to in this discussion as the Code, its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

Please consult your own tax advisor concerning the consequences of owning these debt securities in your particular circumstances under the Code and the laws of any other taxing jurisdiction.

United States Holders

This section describes the tax consequences to a “United States holder”. A United States holder is a beneficial owner of a debt security that is:

• a citizen or resident of the United States;

• a domestic corporation;

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• an estate whose income is subject to United States federal income tax regardless of its source; or

• a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

If you are not a United States holder, this section does not apply to you, and you should see the section entitled “United States Alien Holders” below for information that may apply to you.

Payments of Interest.    Except as described below in the case of interest on a “discount debt security” that is not “qualified stated interest”, each as defined later under “Original Issue Discount — General”, you will be taxed on any interest on your debt security, whether payable in U.S. dollars or a currency, composite currency or basket of currencies other than U.S. dollars, as ordinary income at the time you receive the interest or at the time it accrues, depending on your method of accounting for tax purposes. We refer to a currency, composite currency or basket of currencies other than U.S. dollars as foreign currency throughout this section.

Interest paid on, and original issue discount (as described later under “Original Issue Discount”), if any, accrued with respect to the debt securities and any additional amounts paid with respect to withholding tax on the notes (including withholding tax on payments of such additional amounts) constitutes income from sources outside the United States, and, with certain exceptions, will be “passive” or, for certain holders, “financial services” income, which is treated separately from other types of income for purposes of computing the foreign tax credit allowable to a United States holder.

Cash Basis Taxpayers.    If you are a taxpayer that uses the “cash receipts and disbursements” method of accounting for tax purposes and you receive an interest payment that is denominated in, or determined by reference to, a foreign currency, you must recognize income equal to the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.

Accrual Basis Taxpayers.    If you are a taxpayer that uses the accrual method of accounting for tax purposes, you may determine the amount of income that you recognize with respect to an interest payment denominated in, or determined by reference to, a foreign currency by using one of two methods. Under the first method, you will determine the amount of income accrued based on the average exchange rate in effect during the interest accrual period (or, with respect to an accrual period that spans two taxable years, that part of the period within the taxable year).

If you elect the second method, you would determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period (or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year). Additionally, under this second method, if you receive a payment of interest within five business days of the last day of your accrual period or taxable year, you may instead translate the interest accrued into U.S. dollars at the exchange rate in effect on the day that you actually receive the interest payment. If you elect the second method it will apply to all debt instruments that you own at the beginning of the first taxable year to which the election applies and to all debt instruments that you thereafter acquire. You may not revoke this election without the consent of the Internal Revenue Service.

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When you actually receive an interest payment, including a payment attributable to accrued but unpaid interest, upon the sale or retirement of your debt security, denominated in, or determined by reference to, a foreign currency for which you accrued an amount of income, you will recognize ordinary income or loss measured by the difference, if any, between the exchange rate that you used to accrue interest income and the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.

Original Issue Discount.    General.    If you own a debt security, other than a debt security with a term of one year or less, referred to as a “short-term debt security”, it will be treated as issued at an original issue discount, referred to as a “discount debt security”, if the debt security’s “stated redemption price at maturity” exceeds its “issue price” by more than a “de minimis amount”. All three terms are defined below. Generally, a debt security’s “issue price” will be the first price at which a substantial amount of debt securities included in the issue of which the debt security is a part are sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. A debt security’s “stated redemption price at maturity” is the total of all payments provided by the debt security that are not payments of “qualified stated interest”. Generally, an interest payment on a debt security is “qualified stated interest” if it is part of a series of stated interest payments on a debt security that are unconditionally payable at least annually at a single fixed rate (with certain exceptions for lower rates paid during some periods) applied to the outstanding principal amount of the debt security. There are special rules for “variable rate debt securities” that we discuss below under “Variable Rate Debt Securities”.

In general, your debt security is not a discount debt security if the amount by which its “stated redemption price at maturity” exceeds its “issue price” is less than ¼ of 1 percent of its stated redemption price at maturity multiplied by the number of complete years to its maturity, referred to as the “de minimis amount”. Your debt security will have “de minimis original issue discount” if the amount of the excess is less than the de minimis amount. If your debt security has “de minimis original issue discount”, you must include it in income as stated principal payments are made on the debt security, unless you make the election described below under “Election to Treat All Interest as Original Issue Discount”. You can determine the includible amount with respect to each such payment by multiplying the total amount of your debt security’s de minimis original issue discount by a fraction equal to:

• the amount of the principal payment made

divided by:

• the stated principal amount of the debt security.

Inclusion of Original Issue Discount in Income.    Generally, if your discount debt security matures more than one year from its date of issue, you must include original issue discount, referred to as “OID”, in income before you receive cash attributable to that income. The amount of OID that you must include in income is calculated using a constant-yield method, and generally you will include increasingly greater amounts of OID in income over the life of your discount debt security. More specifically, you can calculate the amount of OID that you must include in income by adding the daily portions of OID with respect to your discount debt security for each day during the taxable year or portion of the taxable year that you own your discount debt security, referred to as “accrued OID”. You can determine the daily portion by allocating to each day in

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any “accrual period” a pro rata portion of the OID allocable to that accrual period. You may select an accrual period of any length with respect to your discount debt security and you may vary the length of each accrual period over the term of your discount debt security. However, no accrual period may be longer than one year and each scheduled payment of interest or principal on your discount debt security must occur on either the first or final day of an accrual period.

You can determine the amount of OID allocable to an accrual period by:

• multiplying your discount debt security’s adjusted issue price at the beginning of the accrual period by your debt security’s yield to maturity, and then

• subtracting from this figure the sum of the payments of qualified stated interest on your debt security allocable to the accrual period.

You must determine the discount debt security’s yield to maturity on the basis of compounding at the close of each accrual period and adjusting for the length of each accrual period. Further, you determine your discount debt security’s adjusted issue price at the beginning of any accrual period by:

• adding your discount debt security’s issue price and any accrued OID for each prior accrual period, and then

• subtracting any payments previously made on your discount debt security that were not qualified stated interest payments.

If an interval between payments of qualified stated interest on your discount debt security contains more than one accrual period, then, when you determine the amount of OID allocable to an accrual period, you must allocate the amount of qualified stated interest payable at the end of the interval (including any qualified stated interest that is payable on the first day of the accrual period immediately following the interval) pro rata to each accrual period in the interval based on their relative lengths. In addition, you must increase the adjusted issue price at the beginning of each accrual period in the interval by the amount of any qualified stated interest that has accrued prior to the first day of the accrual period but that is not payable until the end of the interval. You may compute the amount of OID allocable to an initial short accrual period by using any reasonable method if all other accrual periods, other than a final short accrual period, are of equal length.

The amount of OID allocable to the final accrual period is equal to the difference between:

• the amount payable at the maturity of your debt security (other than any payment of qualified stated interest); and

• your debt security’s adjusted issue price as of the beginning of the final accrual period.

Acquisition Premium.    If you purchase your debt security for an amount that is less than or equal to the sum of all amounts (other than qualified stated interest) payable on your debt security after the purchase date but is greater than the amount of your debt security’s adjusted issue price (as determined above under “Inclusion of Original Issue Discount in Income”), the excess is “acquisition premium”. If you do not make the election described below under “Election to Treat All Interest as Original Issue Discount”, then you must reduce the daily portions of OID by an amount equal to:

• the excess of your adjusted basis in the debt security immediately after purchase over the adjusted issue price of your debt security

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divided by:

• the excess of the sum of all amounts payable (other than qualified stated interest) on your debt security after the purchase date over your debt security’s adjusted issue price.

Pre-Issuance Accrued Interest.    An election can be made to decrease the issue price of your debt security by the amount of pre-issuance accrued interest if:

• a portion of the initial purchase price of your debt security is attributable to pre-issuance accrued interest;

• the first stated interest payment on your debt security is to be made within one year of your debt security’s issue date; and

• the payment will equal or exceed the amount of pre-issuance accrued interest.

If this election is made, a portion of the first stated interest payment will be treated as a return of the excluded pre-issuance accrued interest and not as an amount payable on your debt security.

Debt Securities Subject to Contingencies Including Optional Redemption.    Your debt security is subject to a contingency if it provides for an alternative payment schedule or schedules applicable upon the occurrence of a contingency or contingencies (other than a remote or incidental contingency), whether such contingency relates to payments of interest or of principal. In such a case, you must determine the yield and maturity of your debt security by assuming that the payments will be made according to the payment schedule most likely to occur if:

• the timing and amounts of the payments that comprise each payment schedule are known as of the issue date, and

• one of such schedules is significantly more likely than not to occur.

If there is no single payment schedule that is significantly more likely than not to occur (other than because of a mandatory sinking fund), you must include income on your debt security in accordance with the general rules that govern contingent payment obligations. These rules will be discussed in the applicable prospectus supplement.

Notwithstanding the general rules for determining yield and maturity, if your debt security is subject to contingencies, and either you or we have an unconditional option or options that, if exercised, would require payments to be made on the debt security under an alternative payment schedule or schedules, then:

• in the case of an option or options that we may exercise, we will be deemed to exercise or not exercise an option or combination of options in the manner that minimizes the yield on your debt security; and

• in the case of an option or options that you may exercise, you will be deemed to exercise or not exercise an option or combination of options in the manner that maximizes the yield on your debt security.

If both you and we hold options described in the preceding sentence, those rules will apply to each option in the order in which they may be exercised. You may determine the yield on your debt security for the purposes of those calculations by using any date on which your debt security may be redeemed or repurchased as the maturity date and the amount payable on the date that you chose in accordance with the terms of your debt security as the principal amount payable at maturity.

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If a contingency (including the exercise of an option) actually occurs or does not occur contrary to an assumption made according to the above rules, referred to as a “change in circumstances”, then except to the extent that a portion of your debt security is repaid as a result of the change in circumstances and solely to determine the amount and accrual of OID, you must redetermine the yield and maturity of your debt security by treating your debt security as having been retired and reissued on the date of the change in circumstances for an amount equal to your debt security’s adjusted issue price on that date.

Election to Treat All Interest as Original Issue Discount.    You may elect to include in gross income all interest that accrues on your debt security using the constant-yield method described above under the heading “Inclusion of Original Issue Discount in Income”, with the modifications described below. For purposes of this election, interest will include stated interest, OID, de minimis original issue discount, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium (described below under “Debt Securities Purchased at a Premium”) or acquisition premium.

If you make this election for your debt security, then, when you apply the constant-yield method:

• the “issue price” of your debt security will equal your cost;

• the issue date of your debt security will be the date you acquired it; and

• no payments on your debt security will be treated as payments of qualified stated interest.

Generally, this election will apply only to the debt security for which you make it; however, if the debt security for which this election is made has amortizable bond premium, you will be deemed to have made an election to apply amortizable bond premium against interest for all debt instruments with amortizable bond premium (other than debt instruments the interest on which is excludible from gross income) that you own as of the beginning of the taxable year in which you acquire the debt security for which you made this election or which you acquire thereafter. Additionally, if you make this election for a market discount debt security, you will be treated as having made the election discussed below under “Market Discount” to include market discount in income currently over the life of all debt instruments that you currently own or thereafter acquire. You may not revoke any election to apply the constant-yield method to all interest on a debt security or the deemed elections with respect to amortizable bond premium or market discount debt securities without the consent of the Internal Revenue Service.

Variable Rate Debt Securities.    Your debt security will be a “variable rate debt security” if:

• your debt security’s “issue price” does not exceed the total noncontingent principal payments by more than the lesser of:

— .015 multiplied by the product of the total noncontingent principal payments and the number of complete years to maturity from the issue date; or

— 15 percent of the total noncontingent principal payments; and

• your debt security provides for stated interest (compounded or paid at least annually) only at:

— one or more “qualified floating rates”;

— a single fixed rate and one or more qualified floating rates;

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— a single “objective rate”; or

— a single fixed rate and a single objective rate that is a “qualified inverse floating rate”.

Your debt security will have a variable rate that is a “qualified floating rate” if:

• variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which your debt security is denominated; or

• the rate is equal to such a rate multiplied by either:

— a fixed multiple that is greater than 0.65 but not more than 1.35; or

— a fixed multiple greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate; and

• the value of the rate on any date during the term of your debt security is set no earlier than 3 months prior to the first day on which that value is in effect and no later than one year following that first day.

If your debt security provides for two or more qualified floating rates that are within 0.25 percentage points of each other on the issue date or can reasonably be expected to have approximately the same values throughout the term of the debt security, the qualified floating rates together constitute a single qualified floating rate.

Your debt security will not have a qualified floating rate, however, if the rate is subject to certain restrictions, including caps, floors, governors, or other similar restrictions, unless such restrictions are fixed throughout the term of the debt security or are not reasonably expected to significantly affect the yield on the debt security.

Your debt security will have a variable rate that is a single “objective rate” if:

• the rate is not a qualified floating rate;

• the rate is determined using a single, fixed formula that is based on objective financial or economic information that is not within the control of or unique to the circumstances of the issuer or a related party; and

• the value of the rate on any date during the term of your debt security is set no earlier than 3 months prior to the first day on which that value is in effect and no later than 1 year following that first day.

Your debt security will not have a variable rate that is an objective rate, however, if it is reasonably expected that the average value of the rate during the first half of your debt security’s term will be either significantly less than or significantly greater than the average value of the rate during the final half of your debt security’s term.

An objective rate as described above is a “qualified inverse floating rate” if:

• the rate is equal to a fixed rate minus a qualified floating rate; and

• the variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the cost of newly borrowed funds.

Your debt security will also have a single qualified floating rate or an objective rate if interest on your debt security is stated at a fixed rate for an initial period of one year or less followed by

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either a qualified floating rate or an objective rate for a subsequent period, and either:

• the fixed rate and the qualified floating rate or objective rate have values on the issue date of the debt security that do not differ by more than 0.25 percentage points; or

• the value of the qualified floating rate or objective rate is intended to approximate the fixed rate.

In general, if your variable rate debt security provides for stated interest at a single qualified floating rate or objective rate, or one of those rates after a single fixed rate for an initial period, all stated interest on your debt security is qualified stated interest. In this case, the amount of OID, if any, is determined by using, in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or, in the case of any other objective rate, a fixed rate that reflects the yield reasonably expected for your debt security.

If your variable rate debt security does not provide for stated interest at a single qualified floating rate or a single objective rate, and also does not provide for interest payable at a fixed rate, other than at a single fixed rate for an initial period, you generally must determine the interest and OID accruals on your debt security by:

• determining a fixed rate substitute for each variable rate provided under your variable rate debt security;

• constructing the equivalent fixed rate debt instrument, using the fixed rate substitute described above;

• determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument; and

• adjusting for actual variable rates during the applicable accrual period.

When you determine the fixed rate substitute for each variable rate provided under the variable rate debt security, you generally will use the value of each variable rate as of the issue date or, for an objective rate that is not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on your debt security.

If your variable rate debt security provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate, and also provides for stated interest at a single fixed rate, other than at single fixed rate for an initial period, you generally must determine interest and OID accruals by using the method described in the previous paragraph. However, your variable rate debt security will be treated, for purposes of the first three steps of the determination, as if your debt security had provided for a qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate. The qualified floating rate, or qualified inverse floating rate, that replaces the fixed rate must be such that the fair market value of your variable rate debt security as of the issue date approximates the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate, or qualified inverse floating rate, rather than the fixed rate.

Short-Term Debt Securities.    In general, if you are an individual or other cash basis United States holder of a short-term debt security, you are not required to accrue OID (as specially defined below for the purposes of this paragraph) for U.S. federal income tax purposes unless you elect to do so. However, you may be required to include any stated interest in income as you receive it. If you are an accrual basis taxpayer, a taxpayer in a special class, including, but not limited to, a

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regulated investment company, common trust fund, or a certain type of pass-through entity, or a cash basis taxpayer who so elects, you will be required to accrue OID on short-term debt securities on either a straight-line basis or under the constant-yield method, based on daily compounding. If you are not required and do not elect to include OID in income currently, any gain you realize on the sale or retirement of your short-term debt security will be ordinary income to the extent of the OID accrued on a straight-line basis, unless you make an election to accrue the OID under the constant-yield method, through the date of sale or retirement. However, if you are not required and do not elect to accrue OID on your short-term debt securities, you will be required to defer deductions for interest on borrowings allocable to your short-term debt securities in an amount not exceeding the deferred income until the deferred income is realized.

When you determine the amount of OID subject to these rules, you must include all interest payments on your short-term debt security, including stated interest, in your short-term debt security’s stated redemption price at maturity.

Foreign Currency Discount Debt Securities.    You must determine OID for any accrual period on your discount debt security if it is denominated in, or determined by reference to, a foreign currency in the foreign currency and then translate the amount of OID into U.S. dollars in the same manner as stated interest accrued by an accrual basis United States holder, as described above under “Payments of Interest”. You may recognize ordinary income or loss when you receive an amount attributable to OID in connection with a payment of interest or the sale or retirement of your debt security.

Market Discount.    You will be treated as if you purchased your debt security, other than a short-term debt security, at a market discount and your debt security will be a “market discount debt security” if:

• you purchase your debt security for less than its issue price (as determined above under “Original Issue Discount—General”); and

• your debt security’s stated redemption price at maturity or, in the case of a discount debt security, the debt security’s “revised issue price”, exceeds the price you paid for your debt security by at least ¼ of 1 percent of your debt security’s stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years to the debt security’s maturity. To determine the “revised issue price” of your debt security for these purposes, you generally add any OID that has accrued on your debt security to its “issue price”.

If your debt security’s stated redemption price at maturity or, in the case of a discount debt security, its “revised issue price”, does not exceed the price you paid for the debt security by ¼ of 1 percent multiplied by the number of complete years to the debt security’s maturity, the excess constitutes “de minimis market discount”, and the rules that we discuss below are not applicable to you.

If you recognize gain on the maturity or disposition of your market discount debt security, you must treat it as ordinary income to the extent of the accrued market discount on your debt security. Alternatively, you may elect to include market discount in income currently over the life of your debt security. If you make this election, it will apply to all debt instruments with market discount that you acquire on or after the first day of the first taxable year to which the election applies. You may not revoke this election without the consent of the Internal Revenue Service.

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You will accrue market discount on your market discount debt security on a straight-line basis unless you elect to accrue market discount using a constant-yield method. If you make this election to accrue market discount using a constant-yield method, it will apply only to the debt security with respect to which it is made and you may not revoke it.

If you own a market discount debt security and do not elect to include market discount in income currently, you will generally be required to defer deductions for interest on borrowings allocable to your debt security in an amount not exceeding the accrued market discount on your debt security until the maturity or disposition of your debt security.

Debt Securities Purchased at a Premium.    If you purchase your debt security for an amount in excess of all amounts payable on the debt security after the acquisition date, other than payments of qualified stated interest, you may elect to treat the excess as “amortizable bond premium”. If you make this election, you will reduce the amount required to be included in your income each year with respect to interest on your debt security by the amount of amortizable bond premium allocable, based on your debt security’s yield to maturity, to that year. If your debt security is denominated in, or determined by reference to, a foreign currency, you will compute your amortizable bond premium in units of the foreign currency and your amortizable bond premium will reduce your interest income in units of the foreign currency. Gain or loss recognized that is attributable to changes in exchange rates between the time your amortized bond premium offsets interest income and the time of the acquisition of your debt security is generally taxable as ordinary income or loss. If you make an election to amortize bond premium, it will apply to all debt instruments, other than debt instruments the interest on which is excludible from gross income, that you own at the beginning of the first taxable year to which the election applies, and to all debt instruments that you thereafter acquire, and you may not revoke it without the consent of the Internal Revenue Service. See also “Election to Treat All Interest as Original Issue Discount”.

Purchase, Sale and Retirement of the Debt Securities.    Your tax basis in your debt security will generally be the U.S. dollar cost, as defined below, of your debt security, adjusted by:

• adding any OID or market discount, de minimis original issue discount and de minimis market discount previously included in income with respect to your debt security, and then

• subtracting the amount of any payments on your debt security that are not qualified stated interest payments and the amount of any amortizable bond premium applied to reduce interest on your debt security.

If you purchase your debt security with foreign currency, the U.S. dollar cost of your debt security will generally be the U.S. dollar value of the purchase price on the date of purchase. However, if you are a cash basis taxpayer (or an accrual basis taxpayer if you so elect), and your debt security is traded on an established securities market, as defined in the applicable Treasury regulations, the U.S. dollar cost of your debt security will be the U.S. dollar value of the purchase price on the settlement date of your purchase.

You will generally recognize gain or loss on the sale or retirement of your debt security equal to the difference between the amount you realize on the sale or retirement and your tax basis in your debt security. If your debt security is sold or retired for an amount in foreign currency, the amount you realize will be the U.S. dollar value of such amount on:

• the date payment is received, if you are a cash basis taxpayer and the debt securities are not traded on an established securities market, as defined in the applicable Treasury regulations;

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• the date of disposition, if you are an accrual basis taxpayer; or

• the settlement date for the sale, if you are a cash basis taxpayer (or an accrual basis United States holder that so elects) and the debt securities are traded on an established securities market, as defined in the applicable Treasury regulations.

You will recognize capital gain or loss when you sell or retire your debt security, except to the extent:

• attributable to changes in exchange rates as described in the next paragraph;

• described above under “Original Issue Discount — Short-Term Debt Securities” or “Original Issue Discount — Market Discount”;

• attributable to accrued but unpaid interest; or

• the rules governing contingent payment obligations apply.

Capital gain of a noncorporate United States holder that is recognized before January 1, 2009 is generally taxed at a maximum rate of 15% for property held more than one year.

You must treat any portion of the gain or loss that you recognize on the sale or retirement of a debt security as ordinary income or loss to the extent attributable to changes in exchange rates. However, you take exchange gain or loss into account only to the extent of the total gain or loss you realize on the transaction.

Exchange of Amounts in Other Than U.S. Dollars.    If you receive foreign currency as interest on your debt security or on the sale or retirement of your debt security, your tax basis in the foreign currency will equal its U.S. dollar value when the interest is received or at the time of the sale or retirement. If you purchase foreign currency, you generally will have a tax basis equal to the U.S. dollar value of the foreign currency on the date of your purchase. If you sell or dispose of a foreign currency, including if you use it to purchase debt securities or exchange it for U.S. dollars, any gain or loss recognized generally will be ordinary income or loss.

Indexed Debt Securities.    The applicable prospectus supplement will discuss any special United States federal income tax rules with respect to debt securities the payments on which are determined by reference to any index and other debt securities that are subject to the rules governing contingent payment obligations which are not subject to the rules governing variable rate debt securities.

United States Alien Holders

This section describes the tax consequences to a “United States alien holder” of debt securities. You are a United States alien holder if you are the beneficial owner of a debt security and are, for United States federal income tax purposes:

• a non-resident alien individual,

• a foreign corporation,

• a foreign partnership, or

• an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a debt security.

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If you are a United States holder of debt securities, this section does not apply to you.

Payments of Interest.    Subject to the discussion of backup withholding below, payments of principal, premium, if any, and interest, including OID, on a debt security is exempt from U.S. federal income tax, including withholding tax, whether or not you are engaged in a trade or business in the United States, unless:

• you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the Code; or

• you both:

— have an office or other fixed place of business in the United States to which the interest is attributable; and

— derive the interest in the active conduct of a banking, financing or similar business within the United States.

Purchase, Sale, Retirement and Other Disposition of the Debt Securities.    You generally will not be subject to U.S. federal income tax on gain realized on the sale, exchange or retirement of a debt security unless:

• the gain is effectively connected with your conduct of a trade or business in the United States; or

• you are an individual, you are present in the United States for 183 or more days during the taxable year in which the gain is realized and certain other conditions exist.

For purposes of the U.S. federal estate tax, the debt securities will be treated as situated outside the United States and will not be includible in the gross estate of a holder who is neither a citizen nor a resident of the United States at the time of death.

Treasury Regulations Requiring Disclosure of Reportable Transactions

Recently-promulgated Treasury Regulations require U.S. taxpayers to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in a foreign currency, a United States holder (or a United States alien holder that holds debt securities in connection with a U.S. trade or business) which recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on Internal Revenue Service Form 8886 (Reportable Transaction Statement) if the loss exceeds the thresholds set forth in the regulations. For individuals or trusts, this loss threshold is $50,000 in a single taxable year. For other types of taxpayers and losses, the thresholds are higher. You should consult with your tax advisor regarding any tax filing and reporting obligation that may apply in connection with acquiring, owning and disposing of debt securities.

Backup Withholding and Information Reporting

Payments of Principal and Interest.    If you are a noncorporate United States holder, information reporting requirements, on Internal Revenue Service Form 1099, generally will apply to:

• payments of principal and interest on a debt security within the United States, including payments made by wire transfer from outside the United States to an account you maintain in the United States, and

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• the payment of the proceeds from the sale of a debt security effected at a United States office of a broker.

Additionally, backup withholding will apply to such payments if you are a noncorporate United States holder that:

• fails to provide an accurate taxpayer identification number,

• is notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns, or

• in certain circumstances, fails to comply with applicable certification requirements.

If you are a United States alien holder, you are generally exempt from backup withholding and information reporting requirements with respect to:

• payments of principal and interest made to you outside the United States by us or another non-United States payor and

• other payments of principal and interest and the payment of the proceeds from the sale of a debt security effected at a United States office of a broker, as long as the income associated with such payments is otherwise exempt from United States federal income tax, and:

• the payor or broker does not have actual knowledge or reason to know that you are a United States person and you have furnished to the payor or broker:

— an Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person, or

— other documentation upon which it may rely to treat the payments as made to a non-United States person in accordance with U.S. Treasury regulations, or

• you otherwise establish an exemption.

Proceeds from the Sale of a Debt Security.    Payment of the proceeds from the sale of a debt security effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of a debt security that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

• the proceeds are transferred to an account maintained by you in the United States,

• the payment of proceeds or the confirmation of the sale is mailed to you at a United States address, or

• the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption.

In addition, a sale of a debt security effected at a foreign office of a broker will be subject to information reporting if the broker is:

• a United States person,

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• a controlled foreign corporation for United States tax purposes,

• a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period, or

• a foreign partnership, if at any time during its tax year:

• one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or

• such foreign partnership is engaged in the conduct of a United States trade or business,

unless the broker does not have actual knowledge or reason to know that you are a United States person and the documentation requirements described above are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a United States person.

UNITED KINGDOM TAXATION

The following summary is of a general nature and describes certain U.K. tax considerations that relate to the debt securities and is based on current U.K. law and U.K. Inland Revenue practice. It is the opinion of Linklaters, U.K. tax counsel to IHG. It is not tax advice. The comments relate only to the position of persons who are the absolute beneficial owners of their debt securities and any payments in respect of such debt securities and may not apply to certain classes of persons such as dealers.

Please consult your own tax adviser concerning the consequences of owning these debt securities in your particular circumstances under U.K. law and the laws of any other taxing jurisdiction.

UNITED KINGDOM TAXATION OF DEBT SECURITIES

Interest Payments

If debt securities are issued with a redemption premium, then any such premium may constitute interest for U.K. tax purposes and so be treated in the manner described below. References to “interest” in this section mean interest as understood in U.K. tax law. The statements below do not take account of any different definitions of interest which may prevail under any other law or which may be created by the terms and conditions of the debt securities or any related documentation.

Payments of interest on debt securities issued by IHG in accordance with the described procedure will not be subject to withholding or deduction for or on account of U.K. taxation so long as such debt securities carry a right to interest and are listed on a “recognized stock exchange” within the meaning of Section 841 of the Income and Corporation Taxes Act 1988 (which includes the New York Stock Exchange).

In all other cases, payments of interest will generally be made after deduction of tax at the lower rate, which is currently 20%. Certain holders of debt securities who are resident in the United States will generally be entitled to receive payments free of deductions for or on account of U.K. tax under the United Kingdom — United States double taxation treaty and may therefore be

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able to obtain a direction to that effect from the appropriate taxation authority in the United Kingdom. Holders of debt securities who are resident in other jurisdictions may also be able to receive payment free of deductions or subject to a lower rate of deduction under an appropriate double taxation treaty and may be able to obtain a direction to that effect. However, such a direction will, in either case, only be issued on prior application to the relevant tax authorities by the holder in question. If such a direction is not in place at the time a payment of interest is made, the person making the payment will be required to withhold tax, although a holder of debt securities resident in another jurisdiction who is entitled to relief may subsequently claim the amount, or a proportion of the amount, as appropriate, withheld from the U.K. Inland Revenue.

The interest on debt securities issued by IHG will have a U.K. source and accordingly may be chargeable to U.K. tax by direct assessment. However, the interest will not be chargeable to U.K. tax in the hands of a person who is not resident for tax purposes in the United Kingdom unless that person carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or, for corporate holders in respect of accounting periods beginning on or after January 1, 2003, a permanent establishment, in the United Kingdom in connection with which the interest is received or to which those debt securities are attributable. There are certain exceptions for interest received by certain categories of agents.

Provision of Information

Persons in the United Kingdom paying interest to or receiving interest on behalf of another person may be required to provide certain information to the U.K. Inland Revenue regarding the identity of the payee or person entitled to the interest and, in certain circumstances, such information may be exchanged with tax authorities in other countries.

Optional Tax Redemption

In the earlier section entitled “Description of Debt Securities — Special Situations — Optional Tax Redemption” we set out the situations in which the issuer may redeem any debt securities. As at the date of this prospectus, the first of those situations does not apply to the debt securities.

Disposal (including Redemption)

This section offers general guidance only and in particular does not discuss the U.K. tax treatment relevant to convertible or exchangeable securities, asset linked securities or securities issued at anything other than no discount or a fixed discount to their redemption amount.

A holder of debt securities who is resident in a jurisdiction outside the United Kingdom will not be liable to U.K. taxation in respect of a disposal (including redemption) of a debt security, any gain accrued in respect of a debt security or any change in the value of a debt security, unless, at the time of the disposal, the holder carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or, for corporate holders in respect of accounting periods beginning on or after January 1, 2003, a permanent establishment, and the debt security was used in or for the purposes of this trade, profession or vocation or acquired for the use and used by or for the purposes of the branch or agency or permanent establishment.

If the holder is a company resident in the United Kingdom, it will have to account for corporation tax in respect of both interest and all profits and gains arising from dealing with a debt security broadly in accordance with its statutory accounting treatment.

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If the holder is an individual resident in the United Kingdom, he or she may have to account for capital gains tax in respect of any gains arising on a disposal of a debt security, unless the debt securities are “qualifying corporate bonds” within the meaning of section 117 of the Taxation of Chargeable Gains Act 1992. If this is the case, neither chargeable gains nor allowable losses will arise on a disposal of the debt securities for the purposes of taxation of chargeable gains. Any capital gains would be calculated by comparing the sterling values on purchase and disposal of the securities, so a liability to tax could arise where the non-sterling amount received on a disposal was less than or the same as the amount paid for the debt securities. In certain cases, any amount received on disposal of a debt security that relates to interest accrued but not paid on the date of the disposal may be subject to income tax rather than capital gains tax.

If the debt security was issued at a significant discount to its redemption amount then it would be a qualifying corporate bond but all profits and losses on its disposal would be taxed as income. “Significant” means more than 15% of the redemption amount or, if less, more than ½% of the redemption amount multiplied by the number of years to redemption.

A holder who is an individual and who has, on or after March 17, 1998, ceased to be resident or ordinarily resident for tax purposes in the United Kingdom for a period of less than five years of assessment and who disposes of debt securities during that period may be liable to U.K. taxation on chargeable gains arising during the period of absence, subject to any available exemption or relief.

Inheritance Tax

A holder of debt securities who is domiciled within the United Kingdom will be liable to U.K. inheritance tax. Liability to U.K. inheritance tax may arise (subject to exemptions and reliefs) on a gift of debt securities or on the death of the individual holder.

Holders of debt securities who have been resident in the United Kingdom for tax purposes for 17 out of the previous 20 tax years preceding the gift or their death will be treated as domiciled in the United Kingdom for inheritance tax purposes.

If an individual is not domiciled (or deemed domiciled) in the United Kingdom there will be no U.K. inheritance tax liability in respect of registered debt securities where the register is kept outside the United Kingdom and provided transfer of the debt securities can only be effected by entry on such register. A holder of debt securities who is an individual domiciled outside the United Kingdom may be liable to U.K. inheritance tax if the register of the debt securities is maintained in the United Kingdom. Such liability may (subject to exemptions and reliefs) arise on a gift of debt securities by, or on the death of, an individual holder. Exemption from or reduction in any U.K. inheritance tax liability may be available for holders of debt securities who are resident in another jurisdiction with which the United Kingdom has a gifts and estates treaty.

For U.K. inheritance tax purposes, a transfer of debt securities at less than full market value may be treated as a gift and particular rules apply where the donor reserves or retains some benefit.

Special rules apply to debt securities held through trusts.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

No liability for U.K. stamp duty or SDRT will arise on a transfer of, or an agreement to transfer, debt securities unless such securities carry:

•    a right of conversion into shares or other securities or to the acquisition of shares or other securities (including securities of the same description);

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•    a right to interest, the amount of which is or was determined to any extent by reference to the results of, or of any part of, a business or to the value of any property;

•    a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital; or

•    a right on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed on the Official List of the London Stock Exchange.

Proposed European Union Directive on the Taxation of Savings

The European Union has adopted proposals for a new directive regarding the taxation of savings income. It is proposed that, subject to a number of important conditions being met, Member States will be required from January 1, 2005 to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to or for the benefit of an individual resident in that other Member State, subject to the right of certain Member States to opt instead for a withholding system for a transitional period in relation to such payments. The directive is not yet final, and may be subject to further amendment.

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PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus:

• through underwriters;

• through dealers;

• through agents; or

• directly to purchasers.

The prospectus supplement relating to any offering will identify or describe:

• any underwriter, dealers or agents;

• their compensation;

• the net proceeds to us;

• the purchase price of the securities;

• the initial public offering price of the securities; and

• any exchange on which the securities will be listed.

Underwriters

If we use underwriters in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless we otherwise state in the prospectus supplement, various conditions to the underwriters’ obligation to purchase the securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering if they purchase any of the securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Dealers

If we use dealers in the sale, unless we otherwise indicate in the prospectus supplement, we will sell securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of resale.

Agents and Direct Sales

We may sell securities directly or through agents that we designate. The prospectus supplement will name any agent involved in the offering and sale and will state any commissions we will pay to that agent. Unless we indicate otherwise in the prospectus supplement, any agent is acting on a best efforts basis for the period of its appointment.

Contracts with Institutional Investors for Delayed Delivery

If we indicate in the prospectus supplement, we will authorize underwriters, dealers or agents to solicit offers from various institutional investors to purchase securities. In this case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters, dealers or agents may impose limitations on the minimum amount that the

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institutional investor can purchase. They may also impose limitations on the portion of the aggregate amount of the securities that they may sell. These institutional investors include:

• commercial and savings banks;

• insurance companies;

• pension funds;

• investment companies;

• educational and charitable institutions; and

• other similar institutions as we may approve.

The obligations of any of these purchasers pursuant to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s purchase of the particular securities can not at the time of delivery be prohibited under the laws of any jurisdiction that govern:

• the validity of the arrangements; or

• the performance by us or the institutional investor.

Indemnification

Agreements that we have entered into with underwriters, dealers or agents may entitle them to indemnification by us against various civil liabilities. These include liabilities under the Securities Act of 1933. The agreements may also entitle them to contribution for payments which they may be required to make as a result of these liabilities. Underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

Market making

Unless otherwise noted in the applicable prospectus supplement, each series of securities will be a new issue of securities without an established trading market. Various broker-dealers may make a market in the debt securities, but will have no obligation to do so, and may discontinue any market making at any time without notice. Consequently, it may be the case that no broker-dealer will make a market in securities of any series or that the liquidity of the trading market for the securities will be limited.

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VALIDITY OF SECURITIES AND GUARANTEES

Sullivan & Cromwell LLP, our and Six Continents’ U.S. counsel, and Davis Polk & Wardwell, U.S. counsel for any underwriters, will pass upon the validity of the debt securities and guarantees as to certain matters of United States law. Linklaters, our and Six Continents’ English solicitors, will pass upon certain matters of English law.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the consolidated financial statements of Six Continents included in its annual report on Form 20-F for the year ended September 30, 2002 as set forth in their report, which is incorporated by reference in this prospectus and registration statement. These financial statements are incorporated by reference in this prospectus and registration statement in reliance upon Ernst & Young LLP’s report, given upon their authority as experts in accounting and auditing.

EXPENSES

The following are the estimated expenses to be incurred in connection with the issuance and distribution of the securities registered under this Registration Statement:

Securities and Exchange Commission registration fee	$	60,000
Printing and engraving expenses	$	25,000
Legal fees and expenses	$	500,000
Accounting fees and expenses	$	100,000
Indenture Trustee’s fees and expenses	$	20,000
Total	$	705,000

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PART II OF FORM F-3

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Indemnification of Directors and Officers

English law does not permit a company to indemnify a director or an officer of the company against any liability which by virtue of any rule of law would otherwise attach to him or her in respect of negligence, default, breach of duty or breach of trust in relation to the company except liability incurred by such director or officer in defending any legal proceeding (whether civil or criminal) in which judgment is given in his or her favor or in which he or she is acquitted or in certain instances where, although he or she is liable, a court finds that such director or officer acted honestly and reasonably and that having regard to all the circumstances he or she ought fairly to be excused and relief is granted by the court.

Article 161 of IHG’s Articles of Association provides:

“Subject to the provisions of and so far as may be consistent with the Statutes, every Director, Secretary or other officer of the Company shall be indemnified by the Company out of its own funds against and/or exempted by the Company from all costs, charges, losses, expenses and liabilities incurred by him in actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.”

Article 162 of Six Continents’ Articles of Association provides:

“Subject to the provisions of and so far as may be consistent with the Statutes, every Director, Secretary or other officer of the Company shall be entitled to be indemnified by the Company out of its own funds against all costs, charges, losses, expenses and liabilities incurred by him in actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which the judgement is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.”

Section 310 of the Companies Act 1985 of Great Britain, as amended, provides as follows:

“(1) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the company as auditor from, or

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indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.

(2) Except as provided by the following subsection, any such provision is void.

(3) This section does not prevent a company —

(a) from purchasing and maintaining for any such officer or auditor insurance against any such liability, or

(b) from indemnifying any such officer or auditor against any liability incurred by him —

(i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or he is acquitted, or

(ii) in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.”

and Section 727 of the Companies Act 1985 of Great Britain, as amended, provides, as follows:

“(1) If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability in such terms as the court thinks fit.

(2) If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper.”

The Company maintains directors’ and officers’ liability insurance which provides insurance cover against the personal liabilities which directors and officers may incur by reason of their duties.

The form of Underwriting Agreement related to the offering of Debt Securities filed as an Exhibit to this Registration Statement provides that each Underwriter, severally, will indemnify

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InterContinental Hotels Group PLC, and each of its directors and officers who signed the Registration Statement and each person, if any, who controls InterContinental Hotels Group PLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against certain civil liabilities.

Item 9.    Exhibits

Exhibit Number	Description of Document
1.1	Form of Underwriting Agreement for Debt Securities.*
4.1	Form of Indenture, among IHG, Six Continents and JPMorgan Chase Bank, including forms of debt securities and guarantees relating thereto.
4.2	Form of Securities of IHG and Guarantees relating thereto (included in Exhibit 4.1).
4.3	Memorandum and Articles of Association of IHG (incorporated by reference to Exhibit 4.1 of IHG’s Registration Statement on Form S-8 filed with the SEC on April 23, 2003).
4.4	Memorandum and Articles of Association of Six Continents (incorporated by reference to Exhibit 1 of Six Continents’ Annual Report on Form 20-F filed with the SEC on December 20, 2001).
5.1	Opinion of Linklaters, English solicitors to IHG and Six Continents, as to certain matters of English law.
5.2	Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to IHG and Six Continents, as to the validity of the debt securities and guarantees as to certain matters of U.S. and New York law.
8.1	Opinion of Linklaters, English solicitors to IHG and Six Continents, as to certain matters of U.K. taxation.
8.2	Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to IHG, as to certain matters of U.S. taxation.
12.1	Statement regarding computation of ratios of earnings to fixed charges.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Linklaters, English solicitors to IHG and Six Continents (included in Exhibits 5.1 and 8.1).
23.3	Consent of Sullivan & Cromwell LLP, U.S. legal advisors to IHG and Six Continents (included in Exhibits 5.2 and 8.2).
24.1	Powers of attorney.
25.1	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.

* To be filed by amendment.

Item 10.    Undertakings

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)

II-3

which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the commission by the registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrants include in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of IHG’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described under Item 9 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants, of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted against the registrants by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, InterContinental Hotels Group PLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on August 19, 2003.

InterContinental Hotels Group PLC
By:	/s/    RICHARD SOLOMONS
	Name: Richard Solomons Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on August 19, 2003.

SIR IAN PROSSER*	ROBERT C. LARSON*
Sir Ian Prosser Director and Chairman	Robert C. Larson Director
RICHARD NORTH*	DAVID PROSSER*
Richard North Director and Chief Executive (Principal Executive Officer)	David Prosser Director
/s/    RICHARD SOLOMONS	SIR HOWARD STRINGER*
Richard Solomons Director and Finance Director (Principal Financial and Accounting Officer)	Sir Howard Stringer Director
RICHARD HARTMAN*	DAVID WEBSTER*
Richard Hartman Director	David Webster Director
STEVAN PORTER*	ROBERT JACKMAN*
Stevan Porter Director	Robert Jackman Authorized Representative in the United States of America
RALPH KUGLER*
Ralph Kugler Director

*By:	/s/    RICHARD SOLOMONS
	Richard Solomons, Attorney-In-Fact

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Six Continents PLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on August 19, 2003.

Six Continents PLC
By:	/s/    RICHARD SOLOMONS
	Name: Richard Solomons Title: Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on August 19, 2003.

/s/    RICHARD SOLOMONS	ANTHONY STERN*
Richard Solomons Director (Principal Executive, Financial and Accounting Officer)	Anthony Stern Director
JIM LARSON*	RICHARD WINTER*
Jim Larson Director	Richard Winter Director
ROBERT JACKMAN*
Robert Jackman Authorized Representative in the United States of America
/s/    RICHARD SOLOMONS         *By:
Richard Solomons, Attorney-In-Fact

II-7

INDEX TO EXHIBITS

Exhibit Number	Description of Document
1.1	Form of Underwriting Agreement for Debt Securities.*
4.1	Form of Indenture, among IHG, Six Continents and JPMorgan Chase Bank, including forms of debt securities and guarantees relating thereto.
4.2	Form of Securities of IHG and Guarantees relating thereto (included in Exhibit 4.1).
4.3	Memorandum and Articles of Association of IHG (incorporated by reference to Exhibit 4.1 of IHG’s Registration Statement on Form S-8 filed with the SEC on April 23, 2003).
4.4	Memorandum and Articles of Association of Six Continents (incorporated by reference to Exhibit 1 of Six Continents’ Annual Report on Form 20-F filed with the SEC on December 20, 2001).
5.1	Opinion of Linklaters, English solicitors to IHG and Six Continents, as to certain matters of English law.
5.2	Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to IHG and Six Continents, as to the validity of the debt securities and guarantees as to certain matters of U.S. and New York law.
8.1	Opinion of Linklaters, English solicitors to IHG, as to certain matters of U.K. taxation.
8.2	Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to IHG, as to certain matters of U.S. taxation.
12.1	Statement regarding computation of ratios of earnings to fixed charges.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Linklaters, English solicitors to IHG and Six Continents (included in Exhibits 5.1 and 8.1).
23.3	Consent of Sullivan & Cromwell LLP, U.S. legal advisors to IHG and Six Continents (included in Exhibits 5.2 and 8.2).
24.1	Powers of attorney.
25.1	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.

* To be filed by amendment.

II-8

EX-4.1

INTERCONTINENTAL HOTELS GROUP PLC,

Issuer

SIX CONTINENTS PLC,

Guarantor

TO

JPMORGAN CHASE BANK,

Trustee

INDENTURE

Dated as of             , 2003

Debt Securities

Guaranteed Debt Securities

InterContinental Hotels Group PLC

Six Continents PLC

Certain Sections of this Indenture relating to

Sections 310 through 318, inclusive, of the

Trust Indenture Act of 1939:

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	6.09
(a)(2)	6.09
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	6.08
	6.10
§ 311(a)	6.13
(b)	6.13
§ 312(a)	7.01
	7.02
(b)	7.02
(c)	7.02
§ 313(a)	7.03
(b)	7.03
(c)	7.03
(d)	7.03
§ 314(a)	7.04
(a)(4)	1.01
	10.05
(b)	Not Applicable
(c)(1)	1.02
(c)(2)	1.02
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	1.02
§ 315(a)	6.01
(b)	6.02
(c)	6.01
(d)	6.01
(e)	5.14
§ 316(a)	1.01
(a)(1)(A)	5.02
	5.12
(a)(1)(B)	5.13
(a)(2)	Not Applicable
	5.08
(c)	1.04
§ 317(a)(1)	5.03
(a)(2)	5.04
(b)	10.03
§ 318(a)	1.07

NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture

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TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

		Page
Section 1.01.	Definitions	7
Section 1.02.	Compliance Certificates and Opinions	13
Section 1.03.	Form of Documents Delivered to Trustee	14
Section 1.04.	Acts of Holders; Record Dates	14
Section 1.05.	Notices, Etc., to the Trustee, Issuer and Guarantor	16
Section 1.06.	Notice to Holders; Waiver	17
Section 1.07.	Language of Notices, Etc	17
Section 1.08.	Conflict with Trust Indenture Act	17
Section 1.09.	Effect of Headings and Table of Contents	17
Section 1.10.	Successors and Assigns	18
Section 1.11.	Separability Clause	18
Section 1.12.	Benefits of Indenture	18
Section 1.13.	Governing Law	18
Section 1.14.	Saturday, Sundays and Legal Holidays	18
Section 1.15.	Appointment of Agent for Service of Process	18
ARTICLE TWO
SECURITY FORMS
Section 2.01.	Forms Generally	19
Section 2.02.	Form of Security	20
Section 2.03.	Form of Legend for Global Securities	29
Section 2.04.	Form of Trustee’s Certificate of Authentication	29
Section 2.05.	Guarantee by Guarantor; Form of Guarantee	29
Section 2.06.	Release of Guarantee	32
ARTICLE THREE
THE SECURITIES
Section 3.01.	Amount Unlimited; Issuable in Series	33
Section 3.02.	Denominations	35
Section 3.03.	Execution, Authentication, Delivery and Dating	35
Section 3.04.	Temporary Securities	37
Section 3.05.	Registration, Registration of Transfer and Exchange	37
Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	39
Section 3.07.	Payment of Interest; Interest Rights Preserved	40
Section 3.08.	Persons Deemed Owners	41
Section 3.09.	Cancellation	41
Section 3.10.	Computation of Interest	41
Section 3.11.	CUSIP Numbers	41

NOTE:    This table of contents shall not, for any purpose, be deemed to be a part of the Indenture

3

ARTICLE FOUR
SATISFACTION AND DISCHARGE
		Page
Section 4.01.	Satisfaction and Discharge of Indenture	42
Section 4.02.	Application of Trust Money	43
Section 4.03.	Defeasance and Discharge of Securities of any Series	43
ARTICLE FIVE
REMEDIES
Section 5.01.	Events of Default	44
Section 5.02.	Acceleration of Maturity; Rescission and Annulment	46
Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	47
Section 5.04.	Trustee May File Proofs of Claim	47
Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	48
Section 5.06.	Application of Money Collected	48
Section 5.07.	Limitation on Suits	48
Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	49
Section 5.09.	Restoration of Rights and Remedies	49
Section 5.10.	Rights and Remedies Cumulative	49
Section 5.11.	Delay or Omission Not Waiver	49
Section 5.12.	Control by Holders	49
Section 5.13.	Waiver of Past Defaults	50
Section 5.14.	Undertaking for Costs	50
Section 5.15.	Waiver of Stay or Extension Laws	50
ARTICLE SIX
THE TRUSTEE
Section 6.01.	Certain Duties and Responsibilities	51
Section 6.02.	Notice of Defaults	51
Section 6.03.	Certain Rights of Trustee	51
Section 6.04.	Not Responsible for Recitals or Issuance of Securities	52
Section 6.05.	May Hold Securities	53
Section 6.06.	Money Held in Trust	53
Section 6.07.	Compensation and Reimbursement	53
Section 6.08.	Conflicting Interests	53
Section 6.09.	Corporate Trustee Required; Eligibility	54
Section 6.10.	Resignation and Removal; Appointment of Successor	54
Section 6.11.	Acceptance of Appointment by Successor	55
Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	56
Section 6.13.	Preferential Collection of Claims Against Issuer	56
Section 6.14.	Appointment of Authenticating Agent	57

NOTE:    This table of contents shall not, for any purpose, be deemed to be a part of the Indenture

4

ARTICLE SEVEN
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER
		Page
Section 7.01.	Issuer and Guarantor to Furnish Trustee Names and Addresses of Holders	58
Section 7.02.	Preservation of Information; Communications to Holders	59
Section 7.03.	Reports by the Trustee	59
Section 7.04.	Reports by Issuer and Guarantor	59
Section 7.05.	Calculation of Original Issue Discount	60
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 8.01.	Issuer or Guarantor May Consolidate, Etc., Only on Certain Terms	60
Section 8.02.	Successor Substituted	61
ARTICLE NINE
SUPPLEMENTAL INDENTURES
Section 9.01.	Supplemental Indentures Without Consent of Holders	61
Section 9.02.	Supplemental Indentures With Consent of Holders	63
Section 9.03.	Execution of Supplemental Indentures	64
Section 9.04.	Effect of Supplemental Indentures	64
Section 9.05.	Conformity with Trust Indenture Act	64
Section 9.06.	Reference in Securities to Supplemental Indentures	64
ARTICLE TEN
COVENANTS
Section 10.01.	Payment of Principal, Premium and Interest	64
Section 10.02.	Maintenance of Office or Agency	65
Section 10.03.	Money for Securities Payments to Be Held in Trust	65
Section 10.04.	Additional Amounts	66
Section 10.05.	Statement by Officers as to Default	68
Section 10.06.	Existence	68
Section 10.07.	Maintenance of Properties	68
Section 10.08.	Payment of Taxes and Other Claims	69
Section 10.09.	Limitation on Liens	69
Section 10.10.	Limitation on Sales and Leasebacks	71
Section 10.11.	Waiver of Certain Covenants	71
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
Section 11.01.	Applicability of Article	72
Section 11.02.	Election to Redeem; Notice to Trustee	72
Section 11.03.	Selection by Trustee of Securities to Be Redeemed	72
Section 11.04.	Notice of Redemption	73

NOTE:    This table of contents shall not, for any purpose, be deemed to be a part of the Indenture

5

		Page
Section 11.05.	Deposit of Redemption Price	73
Section 11.06.	Securities Payable on Redemption Date	74
Section 11.07.	Securities Redeemed in Part	74
Section 11.08.	Optional Redemption Due to Changes in Tax Treatment	74
ARTICLE TWELVE
SINKING FUNDS
Section 12.01.	Applicability of Article	75
Section 12.02.	Satisfaction of Sinking Fund Payments with Securities	75
Section 12.03.	Redemption of Securities for Sinking Fund	76

NOTE:    This table of contents shall not, for any purpose, be deemed to be a part of the Indenture

6

INDENTURE, dated as of            , 2003, between INTERCONTINENTAL HOTELS GROUP PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer”), having its registered office at 20 North Audley Street, London W1Y 1WE, England, SIX CONTINENTS PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Guarantor”), having its principal office at 20 North Audley Street, London W1Y 1WE, England and JPMorgan Chase Bank, a national banking association duly organized and existing under the laws of the State of New York, as Trustee hereunder (herein called the “Trustee”).

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid and legally binding agreement of the Issuer, in accordance with its terms, have been done.

RECITALS OF THE GUARANTOR

The Guarantor desires to make the Guarantees provided for herein.

All things necessary to make this indenture a valid agreement of the Guarantor, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.    Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United Kingdom at the date of such computation and as applied by the Issuer;

7

(4) Unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(5) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“Additional Securities” has the meaning specified in Section 3.01.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Authorized Person” means any person authorized to act on behalf of the Issuer or the Guarantor by the Board of Directors of the Issuer or the Guarantor, as the case may be, any certificate or other document to be executed and delivered by an “officer” of the Issuer or the Guarantor may be executed and delivered by an Authorized Person on behalf of the Issuer.

“Authorized Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

“Board of Directors”, when used with reference to the Issuer or the Guarantor, means the board of directors of the Issuer or the Guarantor, or any committee of such board of the Issuer or the Guarantor, as the case may be, duly authorized to act for such board hereunder.

“Board Resolution”, when used with reference to the Issuer or the Guarantor, means a copy of a resolution certified by any member of the Board of Directors or the Secretary or an Assistant Secretary of the Issuer or the Guarantor, or any person duly appointed by the Board of Directors of the Issuer or the Guarantor to have been duly adopted by the Board of Directors of the Issuer or the Guarantor and to be in full force and effect on the date of such certification, and in each case delivered to the Trustee.

“Britvic Group” means Britannia Soft Drinks Limited and its subsidiaries.

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

“Clearstream” means Clearstream, Luxembourg société anonyme or Clearstream Banking.

“Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this

8

instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Consolidated Tangible Fixed Assets” means, with respect to the Issuer and its Subsidiaries considered as an entirety, that amount described in the Issuer’s most recent audited consolidated balance sheet under “Fixed assets” as “Tangible assets” (or such other term as may be used by the Issuer to describe an amount being the cost or valuation of the Issuer’s and its Subsidiaries’ property, plant and equipment determined in accordance with its accounting policies less provision, as may be required, for depreciation, amortization or diminution in value).

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 4 New York Plaza, Floor 15, New York, New York, 10004, or such other address as the Trustee may designate from time to time by written notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Corporation” means a corporation, association, company, joint-stock company or business trust.

“Debt” means any obligation (other than non-recourse obligations) for borrowed money.

“Defaulted Interest” has the meaning specified in Section 3.07.

“Depositary” means, with respect to Securities of any series issuable or issued in whole or in part in the form of one or more Global Registered Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.

“DTC” means The Depository Trust Company or its nominee.

“Encumbrance” means any mortgage, pledge, security interest or lien.

“Euroclear Operator” means Morgan Guaranty Trust Company of New York (Brussels office), or the successor thereto, as operator of the Euroclear system.

“Event of Default” has the meaning specified in Section 5.01.

“Exchange Act” means the United States Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 1.04.

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend in the form set forth in Section 2.03 hereof (or such legend as may be specified as contemplated by Section 3.01 for such Securities).

“Guarantee” means any Guarantee of the Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture and shall include the Guarantee set forth in Section 2.05.

“Guarantor” means the Person named as the “Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.

9

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.01.

“Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the United States Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Issuer” means the Person named as “Issuer” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person. Issuer shall also mean any new issuer of Securities under this Indenture as contemplated by Section 9.01(1).

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an instalment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 5.01(4) and 5.01(7).

“Officer’s Certificate” means a certificate signed by, in the case of the Issuer, any director or the Secretary, any Authorized Person or any person duly appointed in a Board Resolution of the Issuer, or, in the case of the Guarantor, by any director or Secretary, any Authorized Person or any person duly appointed in a Board Resolution of the Guarantor as the case may be, in each case delivered to a Responsible Officer of the Trustee. The officer or Authorized Person signing an Officer’s Certificate given pursuant to Section 10.05 shall be the principal executive, financial or accounting officer of the Issuer.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer or the Guarantor.

“Order” means a written request or order signed in the name of the Issuer or the Guarantor by any director or the Secretary, any Authorized Person or any person duly appointed by the Board of Directors of the Issuer or the Guarantor in each case delivered to a Responsible Officer of the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“Original Securities” shall have the meaning specified in Section 3.01.

10

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)  Securities as to which defeasance has been effected pursuant to Section 4.03; and

(iv) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser (as defined in Article 8 of the Uniform Commercial Code) in whose hands such Securities are valid obligations of the Issuer; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of a Security denominated in one or more foreign currencies or currency units that shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, (iii) if the principal amount payable at Stated Maturity of any Security is not determinable upon original issuance, the principal amount of such Security that shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, and (iv) Securities owned by the Issuer, the Guarantor or any other obligor upon the Securities or any Affiliate of the Issuer, the Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer, the Guarantor or any other obligor upon the Securities or any Affiliate of the Issuer, the Guarantor or of such other obligor.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of or any premium or interest on any Securities on its behalf.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

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“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Principal Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, located in the United States or the United Kingdom, owned or leased by the Issuer or any Subsidiary, the gross book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds the greater of U.S.$100 million or 1% of Consolidated Tangible Fixed Assets.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Subsidiary” means any Subsidiary whose proportionate share of the Total Assets exceeds 10% of the Total Assets, provided that Restricted Subsidiaries shall not include: (i) any Subsidiary which does not directly or indirectly own a Principal Property; (ii) any Subsidiary that is part of the Britvic Group and principally engaged in the Issuer’s soft drinks business; or (iii) any Subsidiary which is principally engaged in leasing or in financing installment receivables or which is principally engaged in financing the operations of the Issuer and its consolidated Subsidiaries.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the United States Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

“Special Record Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to Section 3.07.

“Stated Maturity”, when used with respect to any Security or any instalment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such instalment of principal or interest is due and payable.

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“Subsidiary” means a corporation in respect of which more than 50% of the outstanding voting stock or equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Issuer or by one or more of its Subsidiaries.

“Total Assets” shall mean the fixed assets and current assets, as set forth in the Issuer’s most recent published audited consolidated balance sheet published in accordance with U.K. GAAP.

“Trust Indenture Act” means the United States Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed (except as provided in Section 9.05); provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“United States” means the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

“U.S. Government Obligations” means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

Section 1.02.    Compliance Certificates and Opinions.

Upon any application or request by the Issuer or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Issuer or the Guarantor shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer or Authorized Person of the Issuer or the Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

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Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except certificates provided for in Section 10.05), shall include:

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03.    Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer or Authorized Person of the Issuer or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer or Authorized Person knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers or Authorized Person or Authorized Persons of the Issuer or the Guarantor stating that the information with respect to such factual matters is in the possession of the Issuer or the Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Any certificate or other document to be executed and delivered by an “officer” of the Issuer or the Guarantor may be executed and delivered by an Authorized Person on behalf of the Issuer or the Guarantor.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04.    Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing, except as herein

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otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Issuer and the Guarantor if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The Issuer and the Guarantor may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Issuer and the Guarantor may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such Act shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Issuer or the Guarantor from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuer and the Guarantor, at their own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other

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Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any Act taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the expense of the Issuer and the Guarantor, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer and the Guarantor in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.

With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party or parties hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date and, if an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party or parties hereto which set such record date shall be deemed to have designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

(d) The ownership of Securities shall be proved by the Security Register. The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Issuer or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security.

Section 1.05.    Notices, Etc., to the Trustee, Issuer and Guarantor

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided for or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Issuer or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (or sent by facsimile and

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confirmed in writing) to or with a Responsible Officer of the Trustee at its Corporate Trust Office, Attention: Institutional Trust Services, or

(2) the Issuer or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed (or sent by facsimile and confirmed in writing) in the case of the Issuer and the Guarantor, international air mail postage prepaid and addressed to the principal office specified in the first paragraph of this instrument to the attention of the Secretary, or at any other address previously furnished in writing to the Trustee by the Issuer or the Guarantor.

Section 1.06.    Notice to Holders; Waiver.

Unless otherwise herein expressly provided, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.

In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be given with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.07.    Language of Notices, Etc.

Any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

Section 1.08.    Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 1.09.    Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

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Section 1.10.    Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer or the Guarantor shall bind its successors and assigns, whether so expressed or not.

Section 1.11.    Separability Clause.

In case any provision in this Indenture or in the Securities or the Guarantees shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.12.    Benefits of Indenture.

Nothing in this Indenture or in the Securities or the Guarantees, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.13.    Governing Law.

This Indenture, the Securities and the Guarantees shall be governed by and construed in accordance with the laws of the State of New York.

Section 1.14.    Saturday, Sundays and Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities or coupons (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.

Section 1.15.    Appointment of Agent for Service of Process.

By the execution and delivery of this Indenture, the Issuer and the Guarantor hereby appoint Six Continents Hotels, Inc. as their agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the City of New York, arising out of or relating to the Securities, or this Indenture, but for that purpose only. Service of process upon such agent at the office of Six Continents Hotels, Inc. at Three Ravinia Drive, Suite 100, Atlanta, Georgia, 30346-2149, and written notice of said service to the Issuer or the Guarantor by the Person servicing the same addressed as provided by Section 1.05, shall be deemed in every respect effective service of process upon the Issuer or the Guarantor in any such legal action or proceeding, and the Issuer and the Guarantor hereby submits to the nonexclusive jurisdiction of any such court in which any such legal action or proceeding is so instituted and waives objection in any such legal action or proceeding based on inconvenient forum or improper venue. Such appointment shall be irrevocable so long as the Holders shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by the Issuer and the Guarantor with the consent of the Trustee and such successor’s acceptance of such appointment. The Issuer and the Guarantor further agree to

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take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor until this Indenture has been satisfied or discharged in accordance with Article Four hereof.

ARTICLE TWO

SECURITY FORMS

Section 2.01.    Forms Generally.

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution of the Issuer or in one or more indentures supplemental hereto, pursuant to Section 3.01 in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers or Authorized Persons executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by any member of the Board of Directors or the Secretary or an Assistant Secretary or any Authorized Person of the Issuer delivered to a Responsible Officer of the Trustee at or prior to the delivery of the Order contemplated by Section 3.03 for the authentication and delivery of such Securities.

The Guarantees by the Guarantor to be endorsed on the Securities of each series subject to such Guarantees shall be in substantially the form set forth in Section 2.05, or in such other form as shall be established by or pursuant to a Board Resolution of the Guarantor, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary

therefor or as may, consistently herewith, be determined by the directors or officers delivering such Guarantees, all as evidenced by such delivery.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers or any Authorized Person executing such Securities, as evidenced by their execution of such Securities.

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Section 2.02.    Form of Security.

[Form of Face of Security]

[Insert any legend required by the United States Internal Revenue Code and the

regulations thereunder.]

INTERCONTINENTAL HOTELS GROUP PLC

[Title of Security]

Payment of Principal[, Premium, if any,] and Interest

Fully and Unconditionally Guaranteed by SIX CONTINENTS PLC

No.                     CUSIP NO.                     

INTERCONTINENTAL HOTELS GROUP PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Issuer”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or to registered assigns, the principal sum of                     on                     

[if the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from                     , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on                  and                  in each year] [annually in arrears on              in each year], commencing                 , at the rate of             % per annum, until the principal hereof is paid or made available for payment [if applicable, insert provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the                  [or             ] (whether or not a Business Day)[, as the case may be,] next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal and any overdue premium shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), from the date such amounts are due until they are paid or made available for payment. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal or premium which is not so paid on demand

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shall bear interest at the rate of             % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on overdue interest shall be payable on demand.] [The Trustee shall act as Paying Agent with respect to the Securities of this series.]]

Payment of the principal of [(and premium, if any)] and [if applicable, insert — any such] interest on this Security will be made in [such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts] [If Security is not denominated and payable in United Stated dollars insert currency and method of payment].

[if applicable, insert —, provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.]

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated:

INTERCONTINENTAL HOTELS GROUP PLC
By:
	Name: Title:

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[Form of Reverse of Security]

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of                 , 2003 (herein called the “Indenture” which term shall have the meaning assigned to it in such instrument), among the Issuer, Six Continents PLC, a public limited company incorporated under the laws of England and Wales (herein called the “Guarantor”, which term includes any other successor Person under the Indenture referred to herein), and JPMorgan Chase Bank, as Trustee (herein called the “Trustee”, which term includes any other successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to U.S.$            ].

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1) on              in any year commencing with the year              and ending with the year              through operation of the sinking fund for this series at a Redemption Price equal to [insert formula for determining amount] (with the amount in excess of 100% of the principal amount being additional interest), and (2)] at any time [if applicable, insert — on or after             , 20_], as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before             ,             %, and if redeemed] during the 12-month period beginning              of the years indicated,

Year
Redemption Price Year Redemption Price

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on              in any year commencing with the year              and ending with the year             , through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after             ,             ], as a whole or in part, at the election of the Issuer, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount, with the amount in excess of 100% of the principal amount being additional interest) set forth in the table below: If

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redeemed during the 12-month period beginning             of the years indicated,

Year Redemption Price For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof all as provided in the Indenture.]

[If applicable, insert — Notwithstanding the foregoing, the Issuer may not, prior to             , redeem any Securities of this series as contemplated by [If applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuer (calculated in accordance with generally accepted financial practice) of less than             % per annum.]

[If applicable, insert — The sinking fund for this series provides for the redemption on              in each year beginning with the year              and ending with the year              of [if applicable, insert — not less than U.S.$             (“mandatory sinking fund”) and not more than] U.S.$             aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuer otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due].]

[If applicable insert — The Securities may be redeemed at the option of the Issuer or the Guarantor in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated (or, in the case of a successor Person to the Issuer or the Guarantor, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or any change in the official application or interpretation of such laws, regulations or rulings, which change, execution or amendment becomes effective on or after              (or, in the case of a successor Person to the Issuer or the Guarantor, the date on which successor Person became such pursuant to the applicable provision of the Indenture), the Issuer or the Guarantor (or such successor Person) is or would be required to pay additional amounts with respect to the Securities on the next succeeding Interest Payment Date as set forth below or in the Guarantee endorsed hereon.]

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[If applicable, insert — The Securities may also be redeemed in whole but not in part upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation of the Issuer or the Guarantor or into which the Issuer or Guarantor is merged or to which the Issuer or the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease.]

[If applicable, insert — The Redemption Price of the Securities shall be equal to the applicable percentage of the principal amount at Stated Maturity set forth below:

If Redemption During the 12-Month Period Commencing Redemption Price

together with, in each case (except if the Redemption Date shall be a             ), an amount equal to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of days from but not including the preceding              to and including the Redemption Date multiplied by the difference between the Redemption Price applicable during the 12 months beginning on the              following the Redemption Date (or, in the case of a Redemption Date after             , 100%) and the Redemption Price applicable on the Redemption Date and the denominator of which is the total number of days from but not including the preceding the Redemption Date to and including the next succeeding             . The Issuer will also pay to each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest (as set forth [on the face hereof or] in the Guarantee endorsed hereon) resulting from the payment of such Redemption Price.]

[If applicable, insert — The Redemption Price of the Securities either in the event of certain changes in the tax treatment or in an event of default would include, in addition to the face amount of the Security, an amount equal to the Original Issue Discount accrued since the issue date. Original Issue Discount (the difference between the Issue Price and the Principal Amount at Maturity of the Security), in the period during which a Security remains outstanding, shall accrue at             % per annum, on a semi-annual bond equivalent basis using a 360-day year composed of twelve 30-day months, commencing on the issue date of this Security.]

[If applicable, insert — Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture.]

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [in each case] upon compliance by the Issuer and the Guarantor with certain conditions set forth in the Indenture.]

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[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Issuer’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]

[If not applicable, delete — If any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer is incorporated, or resident for tax purposes, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer under the Securities, the Issuer will pay to the Holder of this Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of:

(1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Securities;

(4) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of this Security with a request of the Issuer addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or

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other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(5) any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of ECOFIN Council meeting of June 3, 2003 or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

(7) any combination of items (1), (2), (3), (4), (5) or (6) above;

nor shall additional amounts be paid (i) with respect to any payment in respect of any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of such Security or (ii) in the event that the obligation to pay additional amounts is the result of the issuance of definitive Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction is which any successor Person to the Issuer is organized, or any political subdivision or taxing authority thereof or therein; provided, however, that such payment of additional amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 3.01.]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series shall have any right to institute any proceeding with respect to the Indenture, the

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Guarantee endorsed hereon, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of such indemnity; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal [(and premium, if any)] or [any] interest on this Security on or after the respective due dates expressed herein].

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of              and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

[No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.]

Prior to due presentment of this Security for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be $            .

The following decreases/increases in the principal amount of this Security have been made:

Date of
Decrease/
Increase
Decrease in
Principal
Amount
Increase in
Principal
Amount
Total Principal
Amount
Following such
Decrease/Increase
Notation Made
by or on
Behalf of
Trustee

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Section 2.03.    Form of Legend for Global Securities

Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 2.04.    Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

JPMORGAN CHASE BANK As Trustee
By:
	Authorized Signatory

Section 2.05.    Guarantee by Guarantor; Form of Guarantee.

The Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security (other than any direct or indirect Subsidiary of the Guarantor) of each series authenticated and delivered by the Trustee and with the Trustee on behalf of such Holder (other than any direct or indirect Subsidiary of the Guarantor) and except as otherwise provided by or pursuant to a Board Resolution of the Issuer, or in one or more supplemental indentures hereto, to be unconditionally bound by the terms and provisions of the Guarantee set forth below or established pursuant to Section 2.01 and authorizes the Issuer, in the name and on behalf of the Guarantor, to confirm such Guarantee to the Holder (other than any direct or indirect Subsidiary of the Guarantor) of each such Security by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee; provided, however, that if a series of Securities is to be initially offered and sold to a direct or indirect Subsidiary of the Guarantor, the Officer’s Certificate delivered in respect of such series pursuant to Section 3.01 may state that the Securities of such series are not entitled to the benefit of such Guarantee and such Guarantee shall not be endorsed thereon; provided, further, if such a Subsidiary (or another direct or indirect Subsidiary of the Guarantor) offers for resale (other than to another direct or indirect Subsidiary of the Guarantor) any such Security acquired directly or indirectly from the Issuer under this Indenture, the Guarantor, acknowledging good and valuable consideration in connection with such a resale, by its execution of this Indenture, further agrees with each Holder of any such Security of each series authenticated and delivered by the Trustee and with the Trustee on behalf of each such Holder to be unconditionally bound by the terms and provisions

29

of the Guarantee set forth below or established pursuant to Section 2.01 and will authorize the Issuer, pursuant to an additional Officer’s Certificate in the name and on behalf of the Guarantor, to confirm such Guarantee to the Holder of each such Security at any time after its initial execution and delivery to a direct or indirect Subsidiary of the Guarantor. When delivered pursuant to the provisions of Section 3.03 hereof, Guarantees so set forth on the Securities (either at the time of original issuance or at the time of resale by a direct or indirect Subsidiary of the Guarantor) shall bind the Guarantor notwithstanding the fact that the Guarantee does not bear the signature of the Guarantor.

Guarantees to be endorsed on the Securities shall, subject to Section 2.01, be in substantially the form set forth below:

GUARANTEE

For value received, Six Continents PLC, a public limited company incorporated under the laws of England and Wales, having its principal office at 20 North Audley Street, W1Y 1WE, England (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee, in its individual and trust capacities, and on behalf of each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of InterContinental Hotels Group PLC, a public limited company incorporated under the laws of England and Wales (the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

[If not applicable, delete — The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated, or resident for tax purposes, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts as may be necessary in order that the net amounts paid to the Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts for or on account of:

(1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing

30

jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

(4) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(5) any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of ECOFIN Council meeting of June 3, 2003 or any law implementing or complying with, or introduced in order to conform to, such Directive.

(6) any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

(7) any combination of items (1), (2), (3), (4), (5) or (6) above; nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional interest had it been the Holder of the Security. The foregoing provision shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges or whatever nature of any jurisdiction in which any successor Person to the Guarantor is organized, or any political subdivision or taxing authority thereof or therein.]

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture,

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any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Executed and dated the date on the face hereof.

SIX CONTINENTS PLC
By:
	Name: Title:

Section 2.06.    Release of Guarantee.

In the event of a sale or other disposition of all of the assets of the Guarantor to the Issuer, by way of merger, consolidation or otherwise (to include, for the avoidance of doubt, a scheme of

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arrangement under the laws of England and Wales), or a sale or other disposition of all of the capital stock of the Guarantor to the Issuer, then the Guarantor will be released and relieved of any obligations under the Guarantee. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under the Guarantee.

ARTICLE THREE

THE SECURITIES AND GUARANTEES

Section 3.01.    Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution of the Issuer and the Guarantor, as appropriate, and, subject to Section 3.03, set forth, or determined in the manner provided, described in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, as appropriate:

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of the Securities of the series is payable;

(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;

(6) the place or places where, subject to the provisions of Section 10.02, the principal of and any premium and interest on Securities of the series shall be payable and notices and demands to or upon the Issuer or the Guarantor in respect of the Securities of the series and this Indenture may be served;

(7) other than with respect to any redemption of Securities pursuant to Section 11.08, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer or the Guarantor (including the period following the date referred to in Section 11.08)

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and, if other than by a Board Resolution, the manner in which any election by the Issuer to redeem the Securities shall be evidenced or any addition to or change in the provisions set out in Section 11.08;

(8) other than with respect to any redemption of Securities pursuant to Section 11.08, the obligation, if any, of the Issuer to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if the series shall be issuable in other than denominations of $1,000, and any integral multiple thereof;

(10) if the Securities of the series shall not be entitled to the benefits of the Guarantees by the Guarantor, in which case the references to the Guarantor and the Guarantees in this Indenture shall not apply to the Securities of such series.

(11) the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;

(12) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuer, the Guarantor or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(14) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

(15) the application, if any, of Section 4.03 to the Securities of the series;

(16) if additional amounts pursuant to Section 10.04 will not be payable by the Issuer or the Guarantor;

(17) if the principal amount payable at the Stated Maturity of any Securities of the series is not determinable upon original issuance thereof, the amount which shall be deemed to be the principal amount of such Securities for any other purpose hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date (or, in any such case, the manner in which such principal amount shall be determined);

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(18) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and, if different from those set forth in Clause (2) of the last paragraph of Section 3.05, any circumstances in which the Security may be registered in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(19) any addition to or change, as otherwise permitted under this Indenture, in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;

(20) any addition to or change, as otherwise permitted under this Indenture, in the covenants set forth in Article Ten which applies to Securities of the series; and

(21) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)).

All Securities of any one series shall be substantially identical, as to denomination, and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto.

If any of the terms of a series of Securities or guarantees thereof are established by action taken pursuant to a Board Resolution of the Issuer or the Guarantor, a copy of an appropriate record of such action shall be certified by any director, the Secretary or any Authorized Person of the Issuer or the Guarantor, as the case may be, each delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series or the guarantees thereof.

Any issue of additional Securities (herein called “Additional Securities”) that (i) constitutes a single issue of Securities, (ii) is not part of the same issue of Securities (as determined for U.S. federal income tax purposes) as a prior issue of Securities (herein called “Original Securities”) and (iii) has terms that are in all respects identical to the terms of the Original Securities shall be effected in a manner and under circumstances whereby the issue of such Additional Securities is treated as a “qualified reopening” within the meaning of Treasury Regulation Section 1.1275-2(k)(3), or any successor provision, all as in effect at the time of the issue of Additional Securities, unless neither the Original Securities nor the Additional Securities are treated as having been or being issued with more than de minimis original issue discount for U.S. federal income tax purposes.

Section 3.02.    Denominations.

Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, any Securities of a series shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 3.03.    Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Issuer by any director or Authorized Person. The signature of any such director or Authorized Person may be manual or facsimile.

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Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers or Authorized Persons of the Issuer or the Guarantor shall bind the Issuer or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities or Guarantees.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer and, if applicable, having endorsed thereon Guarantees of the Guarantor to the Trustee for authentication, together with an Order for the authentication and delivery of such Securities and, if applicable, an order from the Guarantor approving the delivery of the Guarantees endorsed thereon, and the Trustee in accordance with the Order shall authenticate and deliver such Securities having such Guarantees endorsed thereon. If pursuant to Section 3.01, the Security is to be issued initially without a Guarantee but such a Guarantee is to be endorsed at a later date, the Guarantor shall deliver an Order from the Guarantor approving the delivery of the Guarantees endorsed thereon, and the Trustee in accordance with the Order shall endorse or shall cause to be endorsed on such Securities the Guarantees and shall deliver such Securities having such Guarantees endorsed thereon.

If the forms or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities and Guarantees, and accepting the additional responsibilities under this Indenture in relation to such Securities and Guarantees the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in conclusively relying upon, an Opinion of Counsel and Officers’ Certificate stating,

(a) that such forms or terms have been established in conformity with the provisions of this Indenture; and

(b) that such Securities and if applicable, Guarantees, when authenticated and delivered by the Trustee and issued by the Issuer and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer and the Guarantor enforceable in accordance with their terms, subject to such exceptions as such counsel shall specify.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised in writing by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability based upon the written advice of counsel.

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents (with appropriate modifications) are delivered at or prior to the authentication upon original issuance of the first Security of such

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series to be issued and reasonably contemplate the subsequent issuance of such Securities of such series.

Each Security shall be dated the date of its authentication.

No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security (or if applicable, the Guarantee) a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or Guarantee has been duly authenticated and delivered hereunder.

Notwithstanding the foregoing, if any Security (or if applicable the Guarantee) shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor.

Section 3.04.    Temporary Securities.

Pending the preparation of definitive Securities of any series, the Issuer may execute, and upon Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon. Guarantees of the Guarantor substantially of the form of the definitive Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefore one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.

Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and tenor.

Section 3.05.    Registration, Registration of Transfer and Exchange.

(a)    The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of such Issuer in a Place of Payment being herein collectively referred to as the “Security Register”) in which, subject to such

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reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, and, if applicable, each such Security having endorsed thereon a Guarantee of the Guarantor.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities and the Guarantees shall be the legal, valid and binding obligations of the Issuer and the Guarantor evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities and Guarantees endorsed thereon surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing or (ii) to register the transfer of or exchange any Securities so selected for redemption, in whole or in part, except the unredeemed portion of any Securities being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such

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Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer and the Guarantor that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01.

(3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Section 3.06.    Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer, the Guarantor and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer, the Guarantor or the Trustee that such Security has been acquired by a protected purchaser (as defined in Article 8 of the Uniform Commercial Code), the Issuer shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security a new Security of the same series and of like tenor and principal amount and, if applicable, having endorsed thereon a Guarantee and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and its agents and counsel) connected therewith.

Every new Security of any series, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer and, if applicable, the Guarantor, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

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The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.07.    Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and, at the option of the Issuer, may be paid by check mailed to the address of the Person as it appears in the Security Register Interest on a Global Security will be paid to the holder thereof by wire transfer of same-day funds to the Holder.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest shall be paid by the Issuer, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series the Issuer in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Issuer may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

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Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.08.    Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Sections 3.04, 3.05 and 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Issuer, the Guarantor, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

Section 3.09.    Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Issuer or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuer or the Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Issuer has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner.

Section 3.10.    Computation of Interest.

Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11.    CUSIP Numbers.

The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall notify the Trustee of any change in the CUSIP Numbers.

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ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 4.01.    Satisfaction and Discharge of Indenture.

This Indenture shall upon Order of the Issuer cease to be of further effect (except as to any surviving rights of registration of transfer or exchange herein expressly provided for, and any right to receive additional amounts as provided in Section 10.04) with respect to the Issuer and the Guarantor, and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities of the Issuer theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer or the Guarantor and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal amount of and any premium and interest payable on such Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Issuer or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel of recognized standing, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer or the Guarantor to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.

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Section 4.02.    Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust (without liability for interest or investment) and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments.

Section 4.03.     Defeasance and Discharge of Securities of any Series.

If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to Securities of any series then notwithstanding Section 4.01, the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of that series the provisions of this Indenture as it relates to such Outstanding Securities (except as to the rights of Holders to receive, from the trust funds described in subparagraph (1) below, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Securities on the Stated Maturity of such principal or installment of principal of (and premium, if any) or interest on or any mandatory sinking fund payments or analogous payments applicable to the Securities of that series on the day on which such payments are due and payable in accordance with the terms of this Indenture, the Issuer’s and the Guarantor’s obligations with respect to such Securities and Guarantees under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, the rights, powers, trusts, duties and immunities of the Trustee hereunder and the provisions of Section 4.02 and this Section 4.03) shall no longer be in effect, and the Trustee, at the expense of the Issuer, shall, upon the Order of the Issuer or the Guarantor execute proper instruments acknowledging the same, provided that the following conditions have been satisfied:

(1) the Issuer or the Guarantor has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.09), irrevocably (irrespective of whether the conditions in subparagraphs (2), (3), (4), (5) and (6) below have been satisfied, but subject to the provisions of Section 4.02 and the last paragraph of Section 10.03), as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of that series with reference to this Section 4.03, in the case of a series of Securities denominated in United States dollars, United States money or U.S. Government Obligations, in an amount which, through the payment of interest and principal in respect thereof in accordance with their terms, will provide not later than the opening of business on the due date of any payment referred to in clause (A) or (B) of this subparagraph (1) money in an amount, or a combination thereof, sufficient, in the opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (A) the principal of (and premium, if any) and interest on such Outstanding Securities on the Stated Maturity of such principal or instalment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities;

(2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer or the Guarantor is a party or by which either is bound;

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(3) no Event of Default or event which, with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 5.01(5) or Section 5.01(6) or event which, with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) shall have occurred and be continuing on the 91st day after such date;

(4) the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel of recognized standing to the effect that, or the Issuer or Guarantor has received a private letter ruling from the United States Internal Revenue Service, or there has been published by the United States Internal Revenue Service a revenue ruling to the effect that as a result of a change in law arising after the date of this Indenture, Holders of the Securities of that series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;

(5) if the Securities of that series are then listed on the New York Stock Exchange, Inc., the Issuer or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Securities to be delisted; and

(6) the Issuer or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance and discharge of the entire indebtedness on all Outstanding Securities of any such series as contemplated by this Section have been complied with.

ARTICLE FIVE

REMEDIES

Section 5.01.    Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any series of the Issuer, means any one of the following events with respect to the Issuer (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest or payment of any additional amounts upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series or beyond any period of grace provided with respect thereto; or

(4) default in the performance, or breach, of any covenant or warranty of the Issuer or the Guarantor in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has

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expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified international air mail to the Issuer and the Guarantor by the Trustee or to the Issuer, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Securities of that series at that time Outstanding a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) (a) any other present or future Debt of the Issuer or the Guarantor shall have been accelerated so that the same becomes due and payable prior to its stated maturity by reason of a default with respect to such indebtedness, and such acceleration shall not be rescinded or annulled (by reasons of a remedy, cure or waiver thereof with respect to the default upon which such acceleration is based) within 21 days after such acceleration, or (b) the Issuer or the Guarantor defaults in the payment of any principal on any Debt, when due at its final maturity, after giving effect to any applicable grace period, or (c) the Issuer or the Guarantor fails to pay when due any amount payable by the Issuer or the Guarantor, as the case may be, under any present or future guarantee by the Issuer or the Guarantor for, or indemnity provided by the Issuer or the Guarantor in respect of, any Debt, within any applicable grace period provided for, and, if the principal amount of such indebtedness is not yet due at its final maturity, the holder of such guarantee shall have accelerated the payment thereon and such acceleration shall not be rescinded or annulled (by reasons of a remedy, cure or waiver thereof with respect to the default upon which such acceleration is based) within 21 days after such acceleration; provided, however, that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned in this paragraph have occurred equals or exceeds (i) U.S.$75,000,000 or (ii) 1% of consolidated net assets, whichever amount is greater.

(6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Issuer or the Guarantor in an involuntary case or proceeding under any applicable United Kingdom bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or the Guarantor under any applicable United Kingdom law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or the Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

(7) the commencement by the Issuer or the Guarantor of a voluntary case or proceeding under any applicable United Kingdom bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer or the Guarantor to the entry of a decree or order for relief in respect of the Issuer or the Guarantor, as the case may be, in an involuntary case or proceeding under any applicable United Kingdom bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the Issuer or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable United Kingdom law, or the consent by the Issuer or the Guarantor to the filing of such petition or to the appointment of or taking

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possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or the Guarantor or of any substantial part of the property of the Issuer or the Guarantor, as the case may be, or the making by the Issuer or the Guarantor of an assignment for the benefit of creditors, or the admission by the Issuer or the Guarantor in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or the Guarantor in furtherance of any such action; or

(8) the Guarantee is not, or is claimed by the Issuer or the Guarantor not to be, in full force and effect.

(9) any other Event of Default established as contemplated by Section 3.01 with respect to Securities of that series.

Section 5.02.    Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series of the Issuer at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series of the Issuer may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) plus accrued but unpaid interest of all of the Securities of such series of the Issuer to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) plus accrued but unpaid interest shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(1) the Issuer or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay:

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest accrued thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D) all sums paid by or owed to the Trustee hereunder and the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

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Section 5.03.    Collection of Indebtedness and Suits for Enforcement by Trustee.

The Issuer covenants that if

(1) default is made by it in the payment of any interest or payment of any additional interest, on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made by it in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel, and all amounts due the Trustee under Section 6.07.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.04.    Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Issuer or the Guarantor or any other obligor upon the Securities of a series or the property of the Issuer or the Guarantor or of such other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

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Section 5.05.    Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

Section 5.06.    Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Trustee under Section 6.07;

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and

THIRD: To the payment of the balance, if any, to the Issuer or any other Person or Persons legally entitled thereto as directed in writing by a court of competent jurisdiction.

Section 5.07.    Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Guarantees, the Securities or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

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it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Section 5.08.    Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 5.09.    Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 5.10.    Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11.    Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 5.12.    Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any

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remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) the Trustee need not follow any such direction if doing so would in its reasonable discretion either involve it in personal liability or be unduly prejudicial to Holders not joining in such direction;

provided, further, that the Trustee shall have no obligation to make any determination with respect to any such conflict, personal liability or undue prejudice.

Section 5.13.    Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series of the Issuer and its consequences, except a default

(1) in the payment of the principal of or any premium or interest on any Security of such series of the Issuer, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14.    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs (including reasonable legal fees and expenses) against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Issuer or the Guarantor to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series of the Issuer, or to any suit instituted by any Holder of any Security for the enforcement of the payment of the principal of or any premium or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

Section 5.15.    Waiver of Stay or Extension Laws.

Each of the Issuer and the Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit

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or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuer and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

Section 6.01.    Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 6.02.    Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.01(4) with respect to such Securities, no such notice to such Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.03.    Certain Rights of Trustee.

Subject to the provisions of Section 6.01:

(1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, whether such paper or document be delivered in original or by facsimile;

(2) any request or direction of the Issuer or the Guarantor mentioned herein shall be sufficiently evidenced by an Order and any resolution of the Board of Directors of the Issuer or the Guarantor may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;

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(4) the Trustee may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer or the Guarantor personally or by agent or attorney, provided that the Trustee shall not be entitled to such information which the Issuer or the Guarantor is prevented from disclosing as a matter of law or contract;

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(8) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be within the discretion, rights or powers conferred upon it by this Indenture;

(9) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and

(10) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, attorney, custodian and other Person employed to act hereunder.

Section 6.04.    Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer or the Guarantor and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer of Securities or the proceeds thereof.

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Section 6.05.    May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer or the Guarantor in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer and the Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 6.06.    Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on or investment of any money received by it hereunder except as otherwise agreed with and for the exclusive benefit of the Issuer or the Guarantor, as the case may be.

Section 6.07.    Compensation and Reimbursement.

Each of the Issuer and the Guarantor jointly and severally agrees:

(1) to pay to the Trustee from time to time such compensation as shall be agreed from time to time in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses or disbursements incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance may be attributable to its negligence or bad faith; and

(3) to indemnify fully the Trustee and any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability damages, claims or expense arising out of or in connection with the acceptance or administration of the trust or trusts hereunder and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that any such loss, liability or expense may be attributable to its negligence or bad faith.

The Trustee shall have a lien prior to the Holders to payment of amounts due it under this Section 6.07 from funds held by the Trustee hereunder. “Trustee” for purposes hereof includes any predecessor trustee, but the negligence or bad faith of any trustee shall not affect the rights of any other trustee hereunder. This Section 6.07 shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Section 6.08.    Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. For this purpose the Trustee shall not be deemed to have a conflicting interest by reason of being Trustee for the Securities of any series and Trustee for the Securities of any other series.

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Section 6.09.    Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with respect to the Securities of each series of the Issuer which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least U.S.$50,000,000 and its Corporate Trust Office in the Borough of Manhattan, The City of New York, New York. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign promptly in the manner and with the effect hereinafter specified in this Article.

Section 6.10.    Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer and the Guarantor. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer and the Guarantor.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Issuer or the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefore by the Issuer or the Guarantor or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Issuer by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

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(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and the Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders of Securities of such series and accepted appointment in the manner required by Section 6.11, the retiring Trustee or any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f) The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 6.11.    Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to each of the Issuer, the Guarantor and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all amounts owed to it under Section 6.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series of the Issuer, the Guarantor, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series of the Issuer shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or

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those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer and the Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Issuer and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) and (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.12.    Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.13.    Preferential Collection of Claims Against Issuer or Guarantor.

If and when the Trustee shall be or become a creditor of the Issuer or the Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act, but only to the extent therein specified, regarding the collection of

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claims against the Issuer or the Guarantor (or any such other obligor). For purposes of Section 311(b)(4) and (6) of such Act, the following terms shall mean:

(a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Issuer or the Guarantor for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Issuer or the Guarantor arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 6.14.    Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

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An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.07.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:	JPMorgan Chase Bank As Trustee
	By
		As Authenticating Agent
	By
		Authorized Signatory

If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing (which writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by such Issuer with respect of such series of Securities.

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE THE ISSUER AND THE GUARANTOR

Section 7.01.    Issuer and Guarantor to Furnish Trustee Names and Addresses of Holders.

Each of the Issuer and the Guarantor will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than 15 days after each Regular Record Date in each year, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or control of the Issuer or the Guarantor or any of the Issuer’s Paying Agents

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other than the Trustee, as to the names and addresses of the Holders as of such Regular Record Date, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer or the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

Section 7.02.    Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b) The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder, by receiving and holding the same, agrees with the Issuer, the Guarantor and the Trustee that neither the Issuer, the Guarantor nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

Section 7.03.    Reports by the Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Issuer. The Issuer will notify the Trustee reasonably promptly when any Securities are listed on any stock exchange or delisted therefrom.

Section 7.04.    Reports by Issuer and Guarantor.

Each of the Issuer and the Guarantor shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, including financial information and statements and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s

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compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 7.05.    Calculation of Original Issue Discount.

If applicable, the Issuer shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount, if any, of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information, if any, relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01.    Issuer or Guarantor May Consolidate, Etc., Only on Certain Terms.

Neither the Issuer nor the Guarantor shall consolidate with or merge (which term shall include, for the avoidance of doubt, a scheme of arrangement under the laws of England and Wales) into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and neither the Issuer nor the Guarantor shall permit any Person to consolidate with or merge into the Issuer or the Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the Issuer or the Guarantor, unless:

(1) in case the Issuer or the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer or the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer or the Guarantor substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing, under the laws of any applicable jurisdiction that is a member of the organization for Economic Cooperation and Development and shall expressly assume, by an indenture supplemental hereto executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, in the case of the Issuer, the due and punctual payment of the principal of and any premium and interest (including all additional amounts, if any, payable pursuant to Section 10.04 and subsection (3) below) on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Issuer to be performed or observed, and, in the case of the Guarantor, the due and punctual performance of the Guarantees (including all amounts payable pursuant to Section 10.04 and subsection (3) below) and the performance of every covenant of this Indenture on the part of the Guarantor to be performed;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer, the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Issuer, the Guarantor or the Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(3) the Person formed by such consolidation or into which the Issuer is merged or to whom the Issuer has conveyed, transferred or leased its properties or assets (if such Person is organized and validly existing under the laws of a jurisdiction other than the United States, any State

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thereof, or the District of Columbia or the United Kingdom) agrees to indemnify the Holder of each Security against (a) any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of, or following, such consolidation, merger, conveyance, transfer or lease; and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; provided, however, that such Person will not be required to indemnify the Holder of each Security against any costs associated with the treatment by the U.S. Internal Revenue Service of the transaction as an exchange for U.S. Federal income tax purposes of the Securities for new securities;

(4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Issuer or the Guarantor would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Issuer, the Guarantor or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and

(5) the Issuer or the Guarantor, as the case may be, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 8.02.    Successor Substituted.

Upon any consolidation of the Issuer or the Guarantor with, or merger (which term shall include, for the avoidance of doubt, a scheme of arrangement under the laws of England and Wales) of the Issuer or the Guarantor into, any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer or the Guarantor substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Issuer or the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Issuer or the Guarantor herein, as the case may be, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities and the Guarantees, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 9.01.    Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Issuer, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:

(1) to evidence the succession of another Person to the Issuer or the Guarantor and the assumption by any such successor of the covenants of the Issuer or the Guarantor herein and

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in the Securities or Guarantees or to add another Issuer to this Indenture for future issuances; or

(2) to add to the covenants of the Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer or the Guarantor; or

(3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Securities in bearer form, registrable or not, registrable as to principal and with or without interest coupons or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or

(6) to add Guarantees to the Securities of any series to which the Guarantees shall not have already been attached; or

(7) to secure the Securities pursuant to Section 10.09; or

(8) to establish the form or terms of Securities of any series and the Guarantees thereof, each as permitted by Sections 2.01 and 3.01; or

(9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

(11) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect; or

(12) to amend this Indenture to conform to the provisions of the Trust Indenture Act as in effect at the time of the execution of such supplemental indenture, or to permit the Trustee to comply with any duties imposed upon it by law.

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Section 9.02.     Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer, the Guarantor and the Trustee, the Issuer, when authorized by a Board Resolution, and the Guarantor, when authorized by a Board Resolution, the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Issuer or the Guarantor to pay additional amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) change any obligation of the Issuer or the Guarantor to maintain an office or agency in the places and for the purposes specified in Section 10.02, or

(4) modify any of the provisions of this Section, Section 5.13 or Section 10.11, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.11, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

(5) modify or affect in any manner adverse to the interests of the Holders of any Securities the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payment of the principal thereof (and premium, if any) and interest, if any, thereon or any sinking fund payments provided in respect thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

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It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.03.    Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.04.    Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except as otherwise expressed therein.

Section 9.05.    Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as in effect at the time of the execution thereof.

Section 9.06.    Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article shall bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer and the Guarantor shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee, the Issuer and the Guarantor to any such supplemental indenture may be prepared and executed by the Issuer the Guarantees of the Guarantor, if any, may be endorsed thereon and such securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

Section 10.01.    Payment of Principal, Premium and Interest.

The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

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Section 10.02.    Maintenance of Office or Agency.

The Issuer will maintain in each Place of Payment for such series an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer and where notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served.

The Guarantor will maintain an office or agency where notice and demands to or upon the Guarantor in respect of Securities of any series and this Indenture may be served.

Each of the Issuer and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Issuer or the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee and the Issuer and the Guarantor hereby appoint the same as its agent to receive all respective presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 10.03.    Money for Securities Payments to Be Held in Trust.

If the Issuer or the Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act.

The Issuer will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Issuer (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

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The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or the Guarantor in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its Order, or (if then held by the Issuer or the Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer or the Guarantor for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or the Guarantor as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in an Authorized Newspaper in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 10.04.    Additional Amounts.

Unless otherwise specified in any Board Resolution of the Issuer or the Guarantor establishing the terms of Securities of a series in accordance with Section 3.01, if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated, or resident for tax purposes) shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Issuer or the Guarantor of principal of or interest on a Security of any series, the Issuer or the Guarantor will pay to the Holder of a Security of such series such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that neither the Issuer nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

(1) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security of such series (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or

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(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(3) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Securities of such series;

(4) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of the Security of such series with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(5) any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of ECOFIN Council meeting of June 3, 2003 or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

(7) any combination of items (1), (2), (3), (4), (5) and (6) above;

nor shall additional amounts be paid with respect to any payment of the principal of, or any interest on, any Security of such series to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of such Security. The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor is organized, or any political subdivision or taxing authority thereof or therein; provided, however, that such payment of additional amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 3.01. Subject to the foregoing provisions, whenever in this Indenture or in any Security there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.

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If the terms of the Securities of a series established as contemplated by Section 3.01 do not specify that additional amounts pursuant to the Section will not be payable by the Issuer or the Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Issuer will furnish the Trustee and the Issuer’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders and the Issuer or the Guarantor as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. The Issuer and the Guarantor covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Section 10.05.    Statement by Officers as to Default.

Each of the Issuer and the Guarantor of Outstanding Securities will deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer ending after the date hereof, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Issuer or the Guarantor, as the case may be, is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Issuer or the Guarantor shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 10.06.    Existence.

Subject to Article Eight, the Issuer and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Issuer and the Guarantor shall not be required to preserve any such right or franchise if its respective Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer or the Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders.

Section 10.07.    Maintenance of Properties.

Each of the Issuer and the Guarantor will cause all its properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all

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necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer or the Guarantor may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Issuer or the Guarantor from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Issuer or the Guarantor, as the case may be, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders.

Section 10.08.    Payment of Taxes and Other Claims.

The Issuer and the Guarantor each will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Issuer, the Guarantor or any Subsidiary or upon the income, profits or property of the Issuer, the Guarantor or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Issuer or any Subsidiary; provided, however, that the Issuer and the Guarantor shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith.

Section 10.09.    Limitation on Liens.

So long as any of the Securities are Outstanding, the Issuer shall not, and the Issuer shall procure that no Restricted Subsidiary will, create or permit to subsist any Encumbrance on the whole or any part of any Principal Property or upon any shares or stock of any Restricted Subsidiary to secure any present or future indebtedness for borrowed money without making, or causing such Restricted Subsidiary to make, effective provision whereby the Securities (together with, if the Issuer shall so determine, any other indebtedness of the Issuer or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or, at the option of the Issuer or such Restricted Subsidiary, prior to) such indebtedness for borrowed money, so long as such indebtedness for borrowed money shall be so secured; provided, however, that the above shall not apply to:

(1) any Encumbrance subsisting on or prior to the date hereof;

(2) any Encumbrance arising by operation of law and not securing amounts more than ninety (90) days overdue or otherwise being contested in good faith;

(3) judgment Encumbrances not giving rise to an Event of Default;

(4) any Encumbrance subsisting over a Principal Property, or shares of stock of any Restricted Subsidiary (which becomes a Restricted Subsidiary after the date hereof) prior to the date of such Restricted Subsidiary becoming a Restricted Subsidiary, provided that such Encumbrance was not created in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary;

(5) any Encumbrance over any Principal Property (or documents of title thereto), or shares of stock of any Restricted Subsidiary granted by the Issuer or any Restricted Subsidiary as security for, or to secure indebtedness incurred to finance, all or part of the price of its acquisition of such Principal Property or shares of stock of such Restricted Subsidiary, or the development, redevelopment, modification or improvement of such Principal Property,

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provided such indebtedness and related Encumbrance are not created later than 24 months after acquisition or completion of development, redevelopment, modification or improvement, including any improvements on an existing property;

(6) any Encumbrance over any Principal Property (or documents of title thereto), shares or stock of any Restricted Subsidiary which is acquired by the Issuer or any Restricted Subsidiary subject to such Encumbrance;

(7) any Encumbrance to secure indebtedness for borrowed money incurred in connection with a specifically identifiable project where the Encumbrance relates to a Principal Property involved in such project and acquired by the Issuer or any Restricted Subsidiary after the date hereof and the recourse of the creditors in respect of such indebtedness is limited to such project and Principal Property;

(8) any Encumbrance incurred or deposits made in the ordinary course of business, including, but not limited to, (a) any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other like Encumbrances, (b) any Encumbrances securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security, and (c) any easements, rights-of-way, restrictions and other similar charges;

(9) any Encumbrance incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the ordinary course of business;

(10) any Encumbrance on any Principal Property of the Issuer or any Restricted Subsidiary in favor of the Federal Government of the United States or the government of any State thereof, or the government of the United Kingdom, or the government of the European Union or any member State thereof, or any instrumentality of any of them, securing the obligations of the Issuer or any Restricted Subsidiary pursuant to any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes;

(11) any Encumbrance securing taxes or assessments or other applicable governmental charges or levies not overdue;

(12) any Encumbrance securing industrial revenue, development or similar bonds issued by or for the benefit of the Issuer or any of its Restricted Subsidiaries, provided that such industrial revenue, development or similar bonds are non-recourse to the Issuer or such Restricted Subsidiary;

(13) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Encumbrance referred to in clauses (1) to (13), inclusive, for amounts not exceeding the principal amount of the borrowed money secured by the Encumbrance so extended, renewed or replaced, provided that such extension, renewal or replacement Encumbrance is limited to all or a part of the same Principal Property, shares or stock of the Restricted Subsidiary that secured the Encumbrance extended, renewed or replaced (plus improvements on such Principal Property); and

(14) Encumbrances in favor of the Issuer or any Subsidiary of the Issuer.

Notwithstanding the foregoing, the Issuer or any Restricted Subsidiary may create or permit to subsist Encumbrances over any Principal Property, shares or stock of any of the Restricted

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Subsidiaries so long as the aggregate amount of Debt secured by all such Encumbrances (excluding therefrom the amount of the Debt secured by Encumbrances set forth in clauses (1) through (15), inclusive, above) does not exceed 15% of Consolidated Tangible Fixed Assets of the Issuer.

Section 10.10.    Limitation on Sales and Leasebacks.

So long as any of the Securities are Outstanding, the Issuer shall not, and the Issuer shall procure that no Restricted Subsidiary will, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Issuer or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Issuer or a Restricted Subsidiary for a period, including renewals, in excess of three years of any Principal Property which has been owned by the Issuer or a Restricted Subsidiary for more than six months and which has been or is to be sold or transferred by the Issuer or any Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “sale and leaseback transaction”) unless either:

(1) the Issuer or such Restricted Subsidiary could create indebtedness secured by an Encumbrance pursuant to Section 10.09 on the Principal Property to be leased back in an amount equal to the indebtedness attributable to such sale and leaseback transaction without equally and ratably securing the Securities; or

(2) the Issuer, within one year after the sale or transfer shall have been made by the Issuer or a Restricted Subsidiary, applies an amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the Principal Property so sold and leased back at the time of entering into such arrangement (as determined in good faith by any two Directors of the Issuer) to (A) the retirement of indebtedness for money borrowed, incurred or assumed by the Issuer or any Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such indebtedness or (B) investment in any Principal Property.

Notwithstanding the foregoing, the Issuer or any Restricted Subsidiary may enter into sale and leaseback transactions provided that the total amount of Debt attributable to such sale and leaseback transactions plus other Debt of the Issuer and any Restricted Subsidiaries (excluding therefrom the amount of the Debt secured by Encumbrances that the Issuer or any Restricted Subsidiary would be entitled to incur, assume or guarantee set forth in Section 10.09) does not exceed 15% of Consolidated Tangible Fixed Assets of the Issuer.

Section 10.11.    Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Issuer may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(21), 9.01(2) or 9.01(7) for the benefit of the Holders of Securities of such series or in either of Sections 10.09 and 10.10 or any term, provision or condition set forth in an indenture supplemental hereto, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either

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waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 11.01.    Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.

Section 11.02.    Election to Redeem; Notice to Trustee.

The election of the Issuer to redeem any Securities of any series or issuance shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of all or less than all the Securities of any series (including any such redemption affecting only a single Security), the Issuer shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be reasonably satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture the Issuer shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

Section 11.03.    Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of Securities of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination which shall not be less than the minimum authorized denomination for such Security. If less than all of the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence, and the Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amounts thereof to be redeemed.

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The provisions of the preceding paragraph shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 11.04.    Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 1.06 to each Holder of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, plus accrued interest, if any,

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed and if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

(4) that on the Redemption Date the Redemption Price, plus accrued interest, if any, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, plus accrued interest, if any,

(6) that the redemption is for a sinking fund, if such is the case; and

(7) the CUSIP number or numbers, if any, with respect to such Securities.

A notice of redemption published as contemplated by Section 1.06 need not identify particular Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer and shall be irrevocable.

Section 11.05.    Deposit of Redemption Price.

Prior to any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer or the Guarantor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

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Section 11.06.    Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that unless otherwise specified as contemplated by Section 3.01, instalments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 11.07.    Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Section 11.08.    Optional Redemption Due to Changes in Tax Treatment.

Each series of Securities contained in one or more particular issues may be redeemed at the option of the Issuer or the Guarantor in whole but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities) if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Issuer or the Guarantor is incorporated (or, in the case of a successor Person to the Issuer or the Guarantor of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or any change in the official application or interpretation of such laws, regulations or rulings, which change, execution or amendment becomes effective on or after the date specified for such series pursuant to the terms of the Security or Section 3.01(8) (or in the case of a successor Person to the Issuer or the Guarantor at any time before or after the date on which such successor Person became such pursuant to Sections 8.01 and 8.02, (i) the Issuer or the Guarantor (or such successor Person) is or would be required to pay additional amounts with respect to the Securities or the Guarantees, as the case may be, as described in Section 2.06 or Section 10.04 and the payment of

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such additional amounts cannot be avoided by the use of any reasonable measures available to the Issuer or the Guarantor. Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Issuer or the Guarantor will deliver to the Trustee an Officer’s Certificate, stating that the Issuer or the Guarantor is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Issuer or the Guarantor to redeem such Securities pursuant to this Section have been satisfied.

Further, if, pursuant to Section 8.01(3)(a) of this Indenture, a Person into which the Issuer or Guarantor is merged or to whom the Issuer or Guarantor has conveyed, transferred or leased its properties or assets (i) has been or would be required to pay any additional amounts as therein provided, and (ii) that this cannot be avoided by the use of any reasonable measures available to the Issuer or the Guarantor, as the case may be, then each series of Securities may be redeemed at the option of such Person in whole, but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date), at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities). Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, such Person shall deliver to the Trustee an Officer’s Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of such Person to redeem such Securities pursuant to this Section have been satisfied.

ARTICLE TWELVE

SINKING FUNDS

Section 12.01.    Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of such Securities.

Section 12.02.    Satisfaction of Sinking Fund Payments with Securities.

An Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of

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such series required to be made pursuant to the terms of such Securities as provided for by the terms of such Securities; provided that the Securities to be credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.03.    Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any Securities, the Issuer will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 50 days prior to each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

*   *  *  *  *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed on their respective behalves, all as of the day and year first above written.

INTERCONTINENTAL HOTELS GROUP PLC
By:
	Name: Title:

SIX CONTINENTS PLC
By:
	Name: Title:

JPMORGAN CHASE BANK
By:
	Name: Title:

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EX-5.1

EXHIBIT 5.1

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Group 4 Fax (44-20) 7374 9318

DX Box Number 10 CDE

Direct Line 020 7456 2000

Direct Fax 020 7456 2222

The Directors

InterContinental Hotels Group PLC

20 North Audley Street

London

W1K 6WN

19 August 2003

InterContinental Hotels Group PLC (the “Issuer”)

Registration Statement on Form F-3 in respect of up to $750,000,000 in aggregate principal amount of debt securities (the “Securities”) which may be guaranteed by Six Continents PLC (the “Guarantor”)

1 This opinion is furnished to you in connection with the Registration Statement on Form F-3 (the “Registration Statement”) filed with the United States Securities and Exchange Commission on [15] August 2003. We have acted as English legal advisers to the Issuer and the Guarantor in connection with the registration of the Securities under the United States Securities Act of 1933, as amended (the “Securities Act”).

2 This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and construed in accordance with English law. In particular we express no opinion on matters of United States federal or state laws or the laws of any other jurisdiction.

3 For the purpose of this opinion we have examined the documents listed and, where appropriate, defined in the Schedule to this letter. We believe such documents to be those necessary for us to review for the purpose of giving this opinion.

4 We have assumed that:

4.1 all relevant documents are within the capacity and powers of, and have been validly authorised by, each of the respective parties thereto other than the Issuer and the Guarantor and (in the case of each party) those documents have been or will be validly executed and delivered by the relevant party;

4.2 each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law;

4.3 all documents furnished to us as copies are genuine, authentic and complete and conform to the original documents of which they are copies and the relevant documents have been executed in the forms reviewed by us and, where relevant, the Securities will be completed, authenticated and issued as provided in the Indenture;

A list of the names of the partners and their professional qualifications is open to inspection at the above office. The partners are solicitors, registered foreign lawyers or registered European lawyers. The firm is regulated by the Law Society.

Please refer to www.linklaters.com/regulation for important information on the regulatory position of the firm.

4.4 the Minutes are a true and complete record of the proceedings described therein and the resolutions set out in the Minutes remain in full force and effect without modification;

4.5 the terms of any series of Securities will not be inconsistent with the provisions of the Indenture and there will be no provision in any supplement to the prospectus dated [15] August 2003 (the “Prospectus”) included in the Registration Statement or any other document which would affect the content of this opinion;

4.6 each issue of Securities will be duly authorised by the Issuer and, where applicable, the Guarantor; and

4.7 insofar as this opinion relates to the obligations of the Guarantor under the Indenture, it is given on the assumption that the guarantee of the Guarantor under the Indenture will be given in good faith and for the purpose of carrying on its business and that, when it was given, there were reasonable grounds for believing that giving the guarantee would benefit the Guarantor.

5 In our opinion:

5.1 The Issuer is a public limited company duly incorporated in England and Wales under the Companies Acts 1985 and 1989.

5.2 The Issuer has corporate power to enter into and perform its obligations under the Indenture and to issue and perform its obligations under the Securities.

5.3 The Issuer has taken all necessary corporate action to authorise the execution, delivery and performance by it of the Indenture and the Securities and, provided that each Security is executed as provided in the relevant resolutions authorising the relevant issue of Securities and the Articles of Association of the Issuer, the Issuer will have duly executed the Securities.

5.4 The Guarantor is a company incorporated in England under the Companies Act 1948.

5.5 The Guarantor has corporate power to enter into and to perform its obligations under the Indenture and to issue and perform its obligations under the Securities.

5.6 The Guarantor has taken all necessary corporate action to authorise the execution, delivery and performance by it of the Indenture and the Securities and, provided that each Security is executed as provided in the relevant resolutions authorising the relevant issue of Securities and the Articles of Association of the Guarantor, the Guarantor will have duly executed the Securities.

5.7 Insofar as English law is concerned the obligations assumed by the Issuer and the Guarantor under the Indenture constitute valid and binding obligations of the Issuer and the Guarantor and the obligations to be assumed by the Issuer and the Guarantor under the Securities would constitute valid and binding obligations of the Issuer and the Guarantor.

6 The term “valid and binding” as used above should not be construed to mean that the obligations assumed by the relevant party will necessarily be enforced in all circumstances in accordance with their terms.

7 We express no opinion as to the compliance or otherwise with (i) the financial limitations on borrowings or covenants by the Issuer or the Guarantor contained in the Articles of Association of the Issuer or the Guarantor and (ii) the limitations on the maximum aggregate principal amount of Securities which may be issued by the Issuer as contemplated by the Registration Statement.

8 This opinion is given on the basis of English law in force, and as it affects the obligations under the Indenture and/or the Securities, as at the date of this opinion. This opinion is also given on the basis that we undertake no responsibility to notify you of any change in English law after the date of this opinion.

9 This opinion is addressed to you in connection with the filing of the Registration Statement. It is not to be transmitted to anyone else for any purpose or quoted or referred to in any public document or filed with anyone without our express consent, save that it may be relied upon by your United States counsel, Sullivan & Cromwell LLP for the purpose of their opinion dated the date hereof in connection with the Registration Statement.

10 We hereby consent to the filing of this opinion as an exhibit to and the reference to us made under the caption “Enforceability of Certain Civil Liabilities”, “Validity of Securities and Guarantees” and “United Kingdom Taxation” in the Registration Statement. In giving this consent we do not admit that we are within the category of persons whose consent is required within Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Linklaters

Linklaters

SCHEDULE

1 A copy of the Memorandum and Articles of Association of the Issuer.

2 A certified extract from the Minutes of a Meeting of the Board of Directors of the Issuer held on 17 June 2003 and a copy of the Minutes of a Meeting of a Committee of the Board of Directors held on 11 August 2003 (the “Issuer Minutes”).

3 A copy of the Memorandum and Articles of Association of the Guarantor.

4 A copy of the minutes of a meeting of the Board of Directors of the Guarantor held on 11 August 2003 (together with the Issuer Minutes, the “Minutes”).

5 Registration Statement dated 19 August 2003 including the form of Prospectus relating to the Securities.

6 Indenture in draft form (the “Indenture”) between the Issuer and JPMorgan Chase Bank as trustee relating to the Securities.

EX-5.2

August 19, 2003

InterContinental Hotels Group PLC,

20 North Audley Street,

London W1K 6WN,

England.

Six Continents PLC

20 North Audley Street,

London W1K 6WN,

England.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of debt securities (the “Securities”) of InterContinental Hotels Group PLC, a public limited company organized under the laws of England and Wales the “Issuer”, with an aggregate principal amount of $750,000,000 (or the equivalent thereof in other currencies, currency units or composite currencies), which may at the time of issuance be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Six Continents PLC, a public limited company organized under the laws of England the “Guarantor” pursuant to one or more guarantees (the “Guarantees” we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement has become effective under the Act, the Indenture relating to the Securities (the “Indenture”) among the Issuer, the Guarantor and JPMorgan Chase Bank, as Trustee, has been duly authorized, executed and delivered, the terms of the Securities and the Guarantees, if any, and of the issuance and sale of the Securities and the Guarantees, if any, have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Issuer or, in the case of Securities subject to a Guarantee, the Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer or, in the case of Securities subject to a Guarantee, the Guarantor, and the Securities and the Guarantees, if any have been duly executed and, in the case of the Securities

InterContinental Hotels Group PLC

Six Continents PLC

-2-

authenticated, in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Securities and the Guarantees, if any, will constitute valid and legally binding obligations of the Issuer and, in the case of Securities subject to a Guarantee, the Guarantor, respectively, subject to bankruptcy insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit or any related Guarantee in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend on various factors, including which court renders the judgment. In the case of a Security denominated in a foreign currency, under Section 27 of the New York Judiciary law, a state court in the State of New York rendering a judgment on such Security or any related Guarantee would be required to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of the entry of the judgment.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For the purposes of our opinion, we have assumed that each of the Issuer and the Guarantor has been duly organized and is an existing company under the laws of England and Wales. With respect to all matters of English law, we note that you are being provided with the opinion, dated the date hereof, of Linklaters, English counsel to the Issuer and the Guarantor.

Also, we have relied as to certain matters on information obtained from public officials, officers of the Issuer and Guarantor and other sources believed by us to be responsible.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Debt Securities and Guarantees” in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours

/s/    SULLIVAN & CROMWELL LLP

EX-8.1

EXHIBIT 8.1

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

Group 4 Fax (44-20) 7374 9318

DX Box Number 10 CDE

Direct Line 020 7456 2000

Direct Fax 020 7456 2222

The Directors

InterContinental Hotels Group PLC

20 North Audley Street

London

W1K 6WN

19 August 2003

InterContinental Hotels Group PLC (the “Issuer”)

Registration Statement on Form F-3 in respect of up to $750,000,000 in aggregate principal amount of debt securities (the “Securities”) which may be guaranteed by Six Continents PLC (the “Guarantor”)

1 This opinion is furnished to you in connection with the Registration Statement on Form F-3 (the “Registration Statement”) filed with the United States Securities and Exchange Commission on [15] August 2003. We have acted as United Kingdom tax advisers to the Issuer and the Guarantor in connection with the registration of the Securities under the United States Securities Act of 1933, as amended.

2 For the purpose of this opinion we have reviewed the Registration Statement and, in our opinion, the statements under the heading “United Kingdom Taxation” on pages 51 to 54 of the Registration Statement (attached hereto) are accurate and correct in all material respects, subject to the qualifications contained in those statements.

3 In giving this opinion, we have relied upon the truth and accuracy of the other statements made in the Registration Statement.

4 We express no opinion as to any statements or documents other than as specified in this letter.

5 We hereby consent to the filing of this opinion as an exhibit to and the reference to us made under “United Kingdom Taxation” in the Registration Statement. In giving this consent we do not admit that we are within the category of persons whose consent is required within Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Linklaters

Linklaters

A list of the names of the partners and their professional qualifications is open to inspection at the above office. The partners are solicitors, registered foreign lawyers or registered European lawyers.

Please refer to www.linklaters.com/regulation for important information on the regulatory position of the firm.

EX-8.2

August 19, 2003

InterContinental Hotels Group PLC,

20 North Audley Street,

London W1K 6WN,

England.

Ladies and Gentlemen:

We have acted as your counsel in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to $750,000,000 aggregate offering price of debt securities (the “Debt Securities”) of InterContinental Hotels Group PLC, a public limited company organized under the laws of England and Wales, which may, at the time of issuance, be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Six Continents PLC, a public limited company organized under the laws of England and Wales, pursuant to one or more guarantees. We hereby confirm to you that our opinion is as set forth under the heading ”Certain Tax Considerations — United Sates Taxation of Debt Securities” in the prospectus (the “Prospectus”) included in the registration statement on Form F-3 relating to the Debt Securities and filed on or about the date hereof with the Securities and Exchange Commission (the “Registration Statement”).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Certain Tax Considerations — United States Taxation of Debt Securities” in the Prospectus. By giving the foregoing consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,
	/S/ SULLIVAN & CROMWELL LLP

EX-12.1

Exhibit 12.1

	Year ended September 30,
	1998						1999						2000						2001				2002			March 31, 2003
	UK GAAP		Adjustments from UK to US GAAP		US GAAP		UK GAAP		Adjustments from UK to US GAAP		US GAAP		UK GAAP		Adjustments from UK to US GAAP		US GAAP		UK GAAP	Adjustments from UK to US GAAP		US GAAP	UK GAAP	Adjustments from UK to US GAAP	US GAAP	UK GAAP		Adjustments from UK to US GAAP		US GAAP
Income from continuing operations before income taxes	161		(97	)	64		114		(124	)	(10	)	280		(106	)	174		383	(84	)	299	191	44	235	(44	)	(96	)	(140	)
Less:
Income related to equity method invested	(30	)			(30	)	(6	)			(6	)	(1	)			(1	)	—			—	—		—	—				—
Add/(deduct):
Fixed charges	177				177		211				211		257				257		283			283	196		196	84				84
Distributed income of equity method investees	—				—		3				3		—				—		—			—	—		—	—				—
Earnings	308		(97	)	211		322		(124	)	198		536		(106	)	430		666	(84	)	582	387	44	431	40		(96	)	(56	)
Fixed charges:
Interest expense	167				167		188				188		209				209		224			224	176		176	75				75
Estimate of interest with rent expense	18				18		23				23		48				48		59			59	20		20	9				9
Net interest on associated undertakings	(8	)			(8	)	—				—		—				—		—			—	—		—	—				—
Total fixed charges	177		—		177		211		—		211		257		—		257		283	—		283	196	—	196	84		—		84
Ratio of earnings to fixed charges	1.7				1.2		1.5				—		2.1				1.7		2.4			2.1	2.0		2.2	—				—
Deficiency in £	—				—		—				(13	)	—				—		—			—	—		—	(44	)			(140	)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form F-3) and related Prospectus of InterContinental Hotels Group PLC for the registration of $750,000,000 of its debt securities and to the incorporation by reference therein of the reference to our firm in Item 3 – Key Information and our report dated December 4, 2002, except for Note 33 – Post Balance Sheet Events, as to which the date is February 17,2003, with respect to the financial statements and schedule of Six Continents PLC both included in its Annual Report (Form 20-F) for the year ended September 30, 2002, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP        

London, England

August 19, 2003

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: July 28, 2003

By:	/s/    SIR IAN PROSSER
	Name: Sir Ian Prosser Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 11, 2003

By:	/s/    R.C. NORTH
	Name: R.C. North Title: CEO

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 11, 2003

By:	/s/    R.L. SOLOMONS
	Name: R.L. Solomons Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: July 31, 2003

By:	/s/    R.M. HARTMAN
	Name: R.M. Hartman Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 4, 2003

By:	/s/    S.D. PORTER
	Name: S.D. Porter Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: July 29, 2003

By:	/s/    RALPH KUGLER
	Name: Ralph Kugler Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: July 30, 2003

By:	/s/    R.C. LARSON
	Name: R.C. Larson Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: July 28, 2003

By:	/s/    D.J. PROSSER
	Name: D.J. Prosser Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 4, 2003

By:	/s/    SIR HOWARD STRINGER
	Name: Sir Howard Stringer Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 4, 2003

By:	/s/    D.G.C. WEBSTER
	Name: D.G.C. Webster Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of InterContinental Hotels Group PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities of the Company and to be guaranteed by Six Continents PLC, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 8, 2003

By:	/s/    ROBERT JACKMAN
	Name: Robert Jackman Title: Authorized Representative in the USA

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of Six Continents PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern, and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities to be issued by InterContinental Hotels Group PLC and to be guaranteed by the Company, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 11, 2003

By:	/s/    R.L. SOLOMONS
	Name: R.L. Solomons Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of Six Continents PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern, and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities to be issued by InterContinental Hotels Group PLC and to be guaranteed by the Company, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 4, 2003

By:	/s/    J. LARSON
	Name: J. Larson Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of Six Continents PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern, and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities to be issued by InterContinental Hotels Group PLC and to be guaranteed by the Company, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 1, 2003

By:	/s/    A.E. STERN
	Name: A.E. Stern Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of Six Continents PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern, and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities to be issued by InterContinental Hotels Group PLC and to be guaranteed by the Company, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 8, 2003

By:	/s/    RICHARD THOMAS WINTER
	Name: Richard Thomas Winter Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director, Officer or Authorized Representative of Six Continents PLC (the “Company”), by his execution hereof, does hereby constitute and appoint Richard North, Richard Solomons, Richard Winter and Anthony Stern, and any of them acting individually, as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, (i) to execute and sign, and to file, the Shelf Registration Statement on Form F-3 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and any and all amendments or supplements, with all exhibits thereto, to the Registration Statement with respect to the securities to be issued by InterContinental Hotels Group PLC and to be guaranteed by the Company, and (ii) to do any and all acts and things and execute and sign any and all other documents and instruments in connection therewith as said attorney-in-fact and agent may deem necessary or advisable, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand.

Date: August 8, 2003

By:	/s/    ROBERT JACKMAN
	Name: Robert Jackman Title: Authorized Representative in the USA

EX-25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF

A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF

A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK

(Exact name of trustee as specified in its charter)

New York	13-4994650
(State of incorporation if not a national bank)	(I.R.S. employer identification No.)

270 Park Avenue
New York, New York	10017
(Address of principal executive offices)	(Zip Code)

William H. McDavid

General Counsel

270 Park Avenue

New York, New York 10017

Tel: (212) 270-2611

(Name, address and telephone number of agent for service)

INTERCONTINENTAL HOTELS GROUP PLC

(Exact name of obligor as specified in its charter)

London, England	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification No.)

20 North Audley Street London
(Address of principal executive offices)	WiK 6WN (Zip Code)

Debt Securities

(Title of the indenture securities)

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor and Guarantors.

If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

None.

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Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connections with Registration Statement No. 333-76894, which is incorporated by reference.)

2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894, which is incorporated by reference.)

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the day of            .

JPMORGAN CHASE BANK
By:	/s/
	/s/    William Potes

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Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank

of 270 Park Avenue, New York, New York 10017

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

at the close of business March 31, 2003, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	21,415
Interest-bearing balances		6,882
Securities:
Held to maturity securities		334
Available for sale securities		80,076
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		14,044
Securities purchased under agreements to resell		73,060
Loans and lease financing receivables:
Loans and leases held for sale		25,832
Loans and leases, net of unearned income	$	161,345
Less: Allowance for loan and lease losses		3,823
Loans and leases, net of unearned income and allowance		157,522
Trading Assets		189,427
Premises and fixed assets (including capitalized leases)		6,186
Other real estate owned		131
Investments in unconsolidated subsidiaries and associated companies		691
Customers’ liability to this bank on acceptances outstanding		225
Intangible assets
Goodwill		2,180
Other Intangible assets		3,314
Other assets		40,377
TOTAL ASSETS	$	621,696

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LIABILITIES
Deposits
In domestic offices	$	174,351
Noninterest-bearing	$	70,991
Interest-bearing		103,360
In foreign offices, Edge and Agreement subsidiaries and IBF’s		125,789
Noninterest-bearing	$	7,531
Interest-bearing		118,258
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		5,929
Securities sold under agreements to repurchase		113,903
Trading liabilities		116,329
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		10,758
Bank’s liability on acceptances executed and outstanding		225
Subordinated notes and debentures		8,306
Other liabilities		29,735
TOTAL LIABILITIES		585,325
Minority Interest in consolidated subsidiaries		97
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,785
Surplus (exclude all surplus related to preferred stock)		16,304
Retained earnings		17,228
Accumulated other comprehensive income		957
Other equity capital components		0
TOTAL EQUITY CAPITAL		36,274
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL	$	621,696

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

WILLIAM B. HARRISON, JR. )

HELENE L. KAPLAN               ) DIRECTORS

WILLIAM H. GRAY, III           )

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