PROSPECTUS ARLO II Limited - Irish Stock Exchange

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DESCRIPTION OF THE CHARGED ASSETS The following information and any other information contained in this Prospectus relating to the Charged Assets is a summary only of certain terms and conditions of such Charged Assets and has been reproduced from the website of the Ministry of Finance Japan and Bloomberg. None of the Issuer, the Arranger, the Swap Counterparty, the Trustee or the Agents has verified, or accepts any liability whatsoever for the accuracy or completeness of, such information and prospective investors in the Notes should make their own independent investigations and enquiries into the Charged Assets and the issuer thereof. Issuer of Charged Assets: Guarantor: Country of Incorporation: Description of Issuer: The Government of Japan. None. Japan JPY 1,000,000,000 principal amount by the Government of Japan of the Government of Japan No. 55 1.40 per cent. Bonds due 20 March 2011. Issue Size: JPY 2,080,885,000,000 Specified Currency: JPY. Aggregate Nominal Amount: 1,000,000,000 Interest: 1.40 per cent. per annum. Maturity Date: 20 March 2011 ISIN: JP1050551645 Listing: Tokyo Stock Exchange, Osaka Securities Exchange and Nagoya Stock Exchange Governing law: Japanese law 34
SCHEDULE 1: FORM OF CONFIRMATION OF PORTFOLIO SWAP TRANSACTION CONFIRMATION OF PORTFOLIO SWAP TRANSACTION Date: 27 March 2008 To: ARLO II Limited (the “Issuer”) From: Barclays Bank PLC Re: Tranched Portfolio Credit Swap Transaction The purpose of this communication, including Annex I (the “Reference Portfolio Annex”) and Annex II (Notice and Account Details) and any exhibits hereto (together, this “Confirmation”), is to confirm the terms and conditions of the Credit Derivative Transaction entered into between the parties on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2003 ISDA Credit Derivatives Definitions as supplemented by (i) the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions, (ii) in respect of each Reference Entity the Transaction Type for which is specified as Emerging European Corporate, the “Additional Provisions for LPN Reference Entities” published on 3 October 2006 and (iii) the Credit Derivatives Physical Settlement Matrix published on 6 December 2007 (the “Physical Settlement Matrix”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) (collectively, the “Credit Derivatives Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Credit Derivatives Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 27 March 2008, as amended and supplemented from time to time (the “Agreement”), entered into by the parties by their execution of the Constituting Instrument dated 27 March 2008 (the “Constituting Instrument”), by and among the parties thereto for purposes of constituting the Series 2008 (CSO-1) JPY 1,000,000,000 Secured Limited Recourse Credit-Linked Notes due 23 March 2011 (the “Notes”) of the Issuer under its U.S.$ 5,000,000,000 Programme for the issue of Notes and the making of Alternative Investments (the “Programme”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. All terms defined in the Agreement and not otherwise defined herein shall have the meanings assigned in the Agreement. References to “Notes”, a “Condition” in respect of the Notes and any other capitalised term that is used but not defined herein, the Agreement or the Credit Derivatives Definitions shall have the respective meanings ascribed thereto in the Constituting Instrument. This Confirmation relates to a portfolio of Reference Entities (the “Reference Portfolio”). The Settlement Terms shall apply to each Reference Entity following a Credit Event. Accordingly, there may be multiple Cash Settlement Dates and multiple adjustments of the Adjusted Notional Amount under this Confirmation. The Credit Derivatives Definitions (particularly, the definition of Termination Date) shall be read and construed so as to permit the foregoing. The terms of the Transaction to which this Confirmation relates are as follows: PART I Trade Date: 5 March 2008 Effective Date: 27 March 2008, provided that for the purposes of Section 3.3 (Credit Event Notice) the Effective Date 35
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 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: GENERAL INFORMATION 1. Interests 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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