BAE Systems - Debt Issue

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On 21 July, 2005 BAE announced an issue of US$1.75 billion notes made up of three series: US$500 million guaranteed floating rate notes due 2008, US$500 million 4.75% guaranteed notes due 2010 and US$750 million 5.20% guaranteed notes due 2015. Each series was issued by BAE Systems Holdings Inc. and guaranteed by BAE Systems plc. The notes were issued pursuant to Rule 144A.

JP Morgan Securities Inc. and Banc of America Securities LLC acted as joint bookrunners and were also initial purchasers of the notes together with Barclays Capital Inc., Citigroup Global Markets Inc., UBS Securities LLC, BNP Paribas Securities Corp., Dresdner Kleinwort Wasserstein Securities LLC, Goldman, Sachs & Co and Greenwich Capital Markets, Inc.

Slaughter and May provided English law advice for BAE Systems plc. US law advice was provided by Cravath, Swaine & Moore LLP. Milbank, Tweed, Hadley & McCloy LLP provided US law advice to the joint bookrunners and initial purchasers.

Nigel Boardman (partner), Robert Byk (associate); Specialist Advice - Tax: Steve Edge (partner), Matthew Teather (associate)