The Lebanese Republic Global Medium-Term Note Program
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“p U.S.$22,000,000,000 The Lebanese Republic Global Medium-Term Note Program Under this U.S.$22,000,000,000 Global Medium-Term Note Program (the “Program”), the Lebanese Republic (the “Republic” or “Lebanon”) may, from time to time, subject to compliance with all relevant laws, regulations and directives, issue notes in either bearer or registered form (the “Notes”). The maximum aggregate principal amount of all Notes from time to time outstanding under the Program will not exceed U.S.$22,000,000,000 (or its equivalent in other currencies determined at the time of the agreement to issue), subject to any duly authorized increase. Notes may be denominated in U.S. Dollars, Euros and such other currencies as may be agreed between the Republic and the relevant Dealers (as defined below). Notes will have maturities of not less than three months nor more than 30 years and will bear interest on a fixed or floating rate basis. ––––––––––––––––––––––––––––––––––– SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES. ––––––––––––––––––––––––––––––––––– Any Notes to be issued after the date hereof under the Program are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the date hereof. The Notes may be issued on a continuing basis to the Dealers and any additional Dealer(s) appointed under the Program from time to time pursuant to the terms of the Second Amended and Restated Program Agreement dated March 1, 2010 (as the same may be amended from time to time, the “Program Agreement”), which appointment may be for a specific issue or on an ongoing basis (each, a “Dealer” and, together, the “Dealers”). References in this Base Prospectus to the “relevant Dealer,” in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, shall be to all Dealers agreeing to subscribe for such Notes. Notes will be issued in series (each, a “Series”), with all Notes in a Series having the same maturity date and terms otherwise identical (except in relation to issue dates, interest commencement dates, issue prices and related matters). Notes in each Series may be issued in one or more tranches (each, a “Tranche”) on different issue dates. Details applicable to the Notes in a particular Series or Tranche will be supplied in a final terms to this Base Prospectus (each, a “Final Terms”), which will contain the aggregate principal amount of such Notes, interest (if any) payable in respect of such Notes, the issue price of such Notes and any other terms and conditions not contained herein which are applicable to such Series or Tranche. This Base Prospectus may not be used to consummate sales of Notes unless accompanied by a Final Terms. The price and amount of Notes to be issued under the Program will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority, under the Law on Prospectuses for Securities, to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under this Base Prospectus to be admitted to trading on the Luxembourg Stock Exchange’s Regulated Market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. However, Notes may be issued under the Program which will not be listed on the Official List of the Luxembourg Stock Exchange or on any other stock exchange, and the Final Terms applicable to the Notes in a Series will specify whether or not Notes in such Series will be listed on the Official List of the Luxembourg Stock Exchange or on any other stock exchange. Arrangers BofA Merrill Lynch Credit Suisse Dealers BofA Merrill Lynch BNP PARIBAS Citigroup Commerzbank Credit Suisse Deutsche Bank J.P. Morgan Morgan Stanley Nomura The Royal Bank of Scotland The date of this Base Prospectus is March 23, 2012 The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, or under the securities laws of any other jurisdiction. This Base Prospectus has been prepared by the Republic for use in connection with the offer and sale of Notes outside the United States to non-U.S. persons in reliance upon Regulation S under the Securities Act (“Regulation S”) and, with respect to Notes in registered form only, within the United States to qualified institutional buyers (“QIBs”) in reliance upon and as defined in Rule 144A under the Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that sellers of Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of the Notes, see “Notice to Purchasers and Holders of Restricted Notes and Transfer Restrictions” and “Subscription and Sale”. Notes other than Bearer Notes offered otherwise than in reliance on Regulation S pursuant to the Program Agreement may be offered by the Dealers through their respective agents in the United States. Notes of each Tranche will initially be represented by either a Temporary Global Note, a Permanent Global Note, a Regulation S Global Note and/or a Restricted Global Note (each as defined herein) as indicated in the applicable Final Terms. See “Forms of the Notes”. Application has been made to the CSSF, in its capacity as competent authority under the Law on Prospectuses for Securities, to approve this document as a base prospectus. Copies of the Final Terms will be available from the office of the Ministry of Finance and from the specified office set out below of each of the Paying Agents (as defined below). The Republic has agreed to comply with any undertakings given by it from time to time to the Luxembourg Stock Exchange in connection with Notes in a Series to be listed on the Official List of the Luxembourg Stock Exchange and, without prejudice to the generality of the foregoing, shall in connection with the listing of the Notes on the Official List of the Luxembourg Stock Exchange or on any other relevant stock exchange, so long as any Note remains outstanding, prepare a supplement to this Base Prospectus, or, as the case may be, publish in a new Base Prospectus, whenever required by the rules of the Luxembourg Stock Exchange or any other relevant stock exchange, or by the Law on Prospectuses for Securities, and in any event (i) if the maximum aggregate principal amount of Notes that may be issued under the Program is increased, (ii) upon the Republic becoming aware that (A) there has been a significant change (including any change to the Terms and Conditions of the Notes in a Series to be listed on the Official List of the Luxembourg Stock Exchange) affecting any matter contained in this Base Prospectus or (B) a significant new matter has arisen, the inclusion of information in respect of which would have been required to be in this Base Prospectus if it had arisen before this Base Prospectus was issued or (iii) if the terms of the Program are modified or amended in a manner which would make this Base Prospectus, as supplemented, materially inaccurate or misleading. In the event that a supplement to this Base Prospectus is produced pursuant to such undertakings, a copy of such supplement will accompany this Base Prospectus. Any such supplement to this Base Prospectus will also be available from the specified office of the Fiscal Agent and Transfer Agent in Luxembourg. See “General Information—Documents on Display”. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Republic or any other person in connection with the Program or the Notes or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Republic under the Program. No person is or has been authorized to give any information or to make any representation not contained in or not consistent with this Base Prospectus, the Program Agreement or any other information supplied in connection with the Program or the Notes and, if given or made, such information or representation must not be relied upon as having been authorized by the Republic or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Program or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an offer by the Republic or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Program or any Notes should purchase any Notes in any jurisdiction where it is unlawful for such person to make such a recommendation or offer. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial ii condition and affairs and its own appraisal of the creditworthiness of the Republic.