PROSPECTUS ARLO II Limited - Irish Stock Exchange

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Agreement”). 12. Zero Coupon Note Provisions: Not Applicable. 13. Fixed Rate Note Provisions: Applicable. (i) Interest Commencement Date: The Pledge Agreement shall constitute an “Additional Charging Instrument” for the purposes of this Series. 28 March 2008. (ii) Interest Periods: Each Buyer Calculation Period (as defined in the Charged Agreement). (iii) Interest Payment Dates: Each Buyer Period End Date (as defined in the Charged Agreement). (iv) Interest Amount: In respect of each Interest Period, the Buyer Payment Amount (as defined in the Charged Agreement) payable in respect of the Buyer Calculation Period that corresponds to such Interest Period. In addition, the Issuer shall pay in respect of each Note: (i) with respect to a Buyer Calculation Period which is an Affected Calculation Period (as defined in the Charged Agreement), on the related Buyer Additional Payment Date (as defined in the Charged Agreement), such Note’s pro rata share (rounded down to the nearest cent) of an amount equal to the relevant Interest Shortfall Amount (as defined in the Charged Agreement), if any, payable under the Charged Agreement in respect of such Affected Calculation Period; and (ii) without double-counting any amounts determined to be otherwise payable under this paragraph 14(iv), with respect to each Buyer Calculation Period during which a Last Cash Settlement Date falls and which is not an Affected Calculation Period, on the Buyer Payment Date immediately following such Last Cash Settlement Date (as defined in the Charged Agreement), such Note’s pro rata share (rounded down to the nearest cent) of an amount equal to the relevant Interest Shortfall Amount, if any, payable under the Charged Agreement for such Buyer Calculation Period. For the avoidance of doubt, the provisions of this paragraph 13 are deemed to amend and supplement Condition 6 (Interest) and, to the extent of any 18
conflict between the provisions of this paragraph 13 and Condition 6 (Interest), the provisions of this paragraph 13 shall prevail. 14. Floating Rate Note Provisions: Not Applicable. 15. Notes issued in bearer or registered form: 16. Whether Notes will be C Notes or D Notes: 17. Provisions for exchange of Temporary Global Note: 18. Provisions for exchange of Permanent Global Note: 19. Talons to be attached to Notes and, if applicable, the number of Interest Payment Dates between the maturity for each Talon: 20. Listing: Bearer Notes. The Notes shall be a non-U.S. Series. The Notes shall be D Notes and, accordingly, the Notes shall be represented on issue by a Temporary Global Note. The Temporary Global Note shall be exchangeable for a Permanent Global Note on or after 40 days from the Issue Date (or such later date as may be determined to be the Exchange Date in accordance with the terms of such Temporary Global Note) upon certification as to non-U.S. beneficial ownership. The Permanent Global Note shall be exchangeable for definitive Bearer Notes in the limited circumstances set out in Condition 1(a)(1) (Bearer Notes). No. It is expected that application will be made to the Irish Financial Services Regulatory Authority (the “IFSRA”), as competent authority under Directive 2003/71/EC, for the Prospectus to be approved. It is expected that application will be made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. Such market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. The Prospectus will, subject to it being approved by the IFSRA in accordance with the requirements of the Prospectus Directive, comprise a Prospectus for the purposes of the Prospectus Directive. However, the Notes will not be so listed and admitted on the Issue Date and no assurance is given that such listing and admission will be obtained thereafter. 21. Ratings: It is a condition precedent to the issuance of the Notes that they be assigned a rating of “AA+” by Japan Credit Rating Agency, Ltd., or any successor to the rating business thereof (the “Rating Agency”). 22. Business Days: London and Tokyo. In these Terms and for the 19
Page 1 and 2: PROSPECTUS ARLO II Limited (Incorpo
Page 3 and 4: RESPONSIBILITY STATEMENT The Issuer
Page 5 and 6: DOCUMENTS INCORPORATED BY REFERENCE
Page 7 and 8: RISK FACTORS The following is a des
Page 9 and 10: the time of any such purchase. The
Page 11 and 12: Each prospective purchaser of the N
Page 13 and 14: None of the Issuer or any of the Pr
Page 15 and 16: approves the methodology and criter
Page 17 and 18: Noteholders should note the definit
Page 19: Interest shall accrue on the Custod
Page 23 and 24: (A) If a Charged Assets Redemption
Page 25 and 26: (B) (C) (D) (E) The Charged Assets
Page 27 and 28: Entry Transfers of Corporate and Ot
Page 29 and 30: SUBSCRIPTION AND SALE General No ac
Page 31 and 32: Instruments and Exchange Law and an
Page 33 and 34: INFORMATION CONCERNING THE BANK OF
Page 35 and 36: GENERAL INFORMATION 1. Interests of
Page 37 and 38: SCHEDULE 1: FORM OF CONFIRMATION OF
Page 39 and 40: Transaction Type of any Successor i
Page 41 and 42: the Attachment Point. 2. Initial Ex
Page 43 and 44: including) the Scheduled Terminatio
Page 45 and 46: If a Charged Assets Redemption Even
Page 47 and 48: “Adjusted Notional Amount Further
Page 49 and 50: Cash Settlement Date has not occurr
Page 51 and 52: “Unwind Costs” means an amount,
Page 53 and 54: determination, and shall be conclus
Page 55 and 56: are being satisfied in such Credit
Page 57 and 58: under this Confirmation on the Sche
Page 59 and 60: ANNEX I - REFERENCE PORTFOLIO ANNEX
Page 61 and 62: ANNEX II NOTICE AND ACCOUNT DETAILS
Page 63 and 64: SCHEDULE 2: FORM OF PARAGRAPH 11 OF
Page 65 and 66: (iii) Alternative. The provisions o
Page 67 and 68: The definition of "Value" is delete
Page 69 and 70: IN WITNESS whereof, the parties her
Page 71 and 72:
Valuation Percentage (subject to be
Page 73 and 74:
US Sovereigns Europe Sovereigns Rat
Page 75 and 76:
SCHEDULE to the ISDA Master Agreeme
Page 77 and 78:
1. Termination Provisions In this A
Page 79 and 80:
(B) Party A's obligations to make p
Page 81 and 82:
signatory hereto 4. Miscellaneous 4
Page 83 and 84:
Sections 5(b)(ii) (Tax Event), 5(b)
Page 85 and 86:
Assets relating to any other Discre
Page 87 and 88:
“(except that a notice or other c
Page 89 and 90:
Set out below are the relevant sett
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PROSPECTUS ARLO II Limited - Irish Stock Exchange

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