PROSPECTUS ARLO II Limited - Irish Stock Exchange

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(iv) In order to receive its Relevant Portion of the Attributable Charged Assets, each Noteholder must deliver to the Determination Agent at least five Business Days prior to the Early Termination Date a Physical Delivery Confirmation Notice, duly completed to the satisfaction of the Determination Agent. The Notes of any Noteholder giving such notice will be blocked for transfer in the relevant clearing system in which they are held. To be effective, a Physical Delivery Confirmation Notice must set out the identity and contact details of the relevant Noteholder and sufficiently detailed settlement instructions concerning the delivery to it or its nominee of the Relevant Portion of the Attributable Charged Assets and must be accompanied by a confirmation from the relevant clearing system that the relevant Noteholder’s position in the Notes has been irrevocably frozen until the later of the Early Termination Date and the Latest Permissible Early Termination Date. To the extent that a Noteholder does not deliver a valid Physical Delivery Confirmation Notice (as determined by the Determination Agent in its sole discretion) none of the Issuer, the Trustee, the Determination Agent, the Swap Counterparty or any other person shall be liable to any Noteholder in respect of any failure or delay in the transfer or delivery of the Relevant Portion of the Attributable Charged Assets to such Noteholder or any consequence thereof. (v) If, despite the reasonable efforts of the Issuer to deliver, or cause to be delivered, any Charged Assets comprising all or part of the Relevant Portion of the Attributable Charged Assets to any Noteholder, such Charged Assets comprising all or any part of the Relevant Portion of the Attributable Charged Assets have not been delivered to such Noteholder by the Latest Permissible Early Termination Date or the Determination Agent determines in its sole discretion that it is not practicable to deliver such Charged Assets comprising all or part of the Relevant Portion of the Attributable Charged Assets to a Noteholder, whether by reason of any transfer restriction on the securities in question or the nature or status of the relevant Noteholder or for any other reason, including (without limitation) any illiquidity in respect of all or any part of the Attributable Charged Assets, as determined by the Determination Agent (such undelivered Attributable Charged Assets, the “Undeliverable Assets” and each such Noteholder, an “Affected Noteholder”), then the Issuer shall no longer be obliged to deliver or procure the delivery of such Charged Assets comprising all or any part of the Relevant Portion of the Attributable Charged Assets to the Affected Noteholder and the Issuer shall instead pay to such Affected Noteholder an amount equal to the Relevant Portion of the Alternative Settlement Amount on the Alternative Settlement Date. Noteholders should be aware that they bear the risk of a Charged Assets Redemption Event occurring or having occurred at any time from and including 5 March 2008 (notwithstanding that such date precedes the Issue Date), up to and including the Specified Date. None of the Issuer, the Programme Parties and their respective affiliates has made any investigation of, or makes any representation or warranty, express or implied, as to whether a Charged Assets Redemption Event has occurred or is likely to occur or as to the creditworthiness of any issuer of the Charged Assets, and each prospective Noteholder is advised to make its own investigations and assessment of the same. 22
(B) (C) (D) (E) The Charged Assets Portfolio shall be comprised of obligations and/or other assets delivered to or to the order of the Issuer pursuant to the Charged Agreement. The Swap Counterparty has no obligation pursuant to the terms of the Charged Agreement to give any consideration as to whether some or all of the Charged Assets Portfolio consists of Undeliverable Assets and shall have no liability to the Noteholders or to any other person in respect thereof. The Determination Agent and the Principal Paying Agent shall have no discretion with respect to the selection of the obligations and/or other assets comprising the Charged Assets Portfolio or as to whether they are Undeliverable Assets. Any determination made by the Determination Agent pursuant to this Paragraph 25 shall (in the absence of manifest error) be final and binding upon all parties. If the Determination Agent is unable or unwilling to act as such, the Issuer shall, with the prior written consent of the Trustee, appoint the London office of a leading international investment bank to act as such in its place. The Determination Agent may not resign its duties without a successor having been appointed as aforesaid. Any term that is used in this Paragraph 25 and not defined herein shall bear the meaning ascribed to it in the Charged Agreement. For the avoidance of doubt, Condition 7(c) shall only apply to the Notes if the Charged Agreement is terminated in whole but not in part and other than in consequence of Condition 7(g) or Condition 7(h) or other than in connection with a redemption of Notes pursuant to this Paragraph 25 or Condition 9. 26. Settlement Procedures: The Notes have been accepted for settlement in Euroclear and Clearstream, Luxembourg. 27. Common Code: 035208879. 28. ISIN: XS0352088792. 29. Consideration for Charged Assets: JPY 996,250,000 30. Additional Provisions: The final sentence of the first paragraph of Condition 7(g) (Purchase) shall deemed to be deleted and replaced with the following: “On any subsequent re-sale or re-issue of such Notes which the Issuer has not cancelled, there will be a pro rata increase in payments under the Charged Agreement (if any) and in the amount of the Charged Assets.” 31. Agent for service of process: For the purposes of Condition 18 (Governing Law and Submission to Jurisdiction), the Issuer has appointed Maples and Calder of 7 Princes Street, London EC2R 8AQ as its agent for service of any proceedings in England and Wales in relation to the Notes and the Constituting Instrument. 32. Charged Assets Redemption Events and Credit Events: The occurrence of any Charged Assets Redemption Events and Credit Events (each as defined in the Charged Agreement), and all calculations, determinations and other steps required to be taken in connection therewith, under or in respect of the Charged Agreement are conclusive and binding on 23
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 and 20: Interest shall accrue on the Custod
Page 21 and 22: conflict between the provisions of
Page 23: (A) If a Charged Assets Redemption
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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