PROSPECTUS ARLO II Limited - Irish Stock Exchange

More documents

Recommendations

Info

(F) (G) (H) (I) Section 2.19(b)(i)(A) shall be amended by the insertion of: (A) the words “of the relevant Reference Entity” immediately after the words “most senior Reference Obligation” in the second line thereof; (B) the words “with respect to such Reference Entity” immediately after the words “Reference Obligation is specified” in the third line thereof; and (C) the word “relevant” immediately before the words “Reference Entity” in the fifth line thereof. The following new paragraph shall be deemed to be added after the last paragraph of Section 2.20(b): “Notwithstanding anything to the contrary, if an obligation of a Reference Entity would have been capable of being specified as a Reference Obligation immediately prior to the occurrence of a Credit Event with respect to such Reference Entity, such obligation shall continue to be capable of being specified as a Reference Obligation after the occurrence of such Credit Event. If it is not possible or reasonably practicable to specify any obligation as a Reference Obligation of a Reference Entity because there is or will be no obligation in existence as at the Valuation Date that falls within the definition of “Reference Obligation”, Buyer may, notwithstanding Section 2.30 of the Credit Derivatives Definitions, designate by notice in writing to Seller, the Calculation Agent and the Rating Agency one or more bonds, loans, instruments, certificates or obligations (an “<strong>Exchange</strong>d Obligation”) which have been or will be issued in exchange, whether pursuant to a mandatory or voluntary exchange (an “Obligation <strong>Exchange</strong>”), for one or more obligations of the Reference Entity that would have been capable of being specified as a Reference Obligation immediately prior to the occurrence of the relevant Credit Event as a Reference Obligation of the Reference Entity, provided that failure to deliver such notice shall not affect the effectiveness of such designation; provided, further, that if the Calculation Agent acting in a commercially reasonable manner determines that any bond or loan of a Reference Entity that would have been capable of being specified as a Reference Obligation immediately prior to the occurrence of the relevant Credit Event as a Reference Obligation of such Reference Entity is to be exchanged or converted into a form other than a bond or loan prior to the relevant Valuation Date or prior to the 45th Business Day following the applicable Event Determination Date, the Calculation Agent may designate a Valuation Date to fall prior to the 45th Business Day following the applicable Event Determination Date so as to at all times value a bond or loan.”. Section 2.31 is deleted. Sections 2.32(a) and 2.33(a) shall be amended as follows: (1) any reference to “Physical Settlement” shall be deemed to be a reference to “Cash Settlement”; and (2) the words “then a Deliverable Obligation may be specified (or deemed specified pursuant to Section 9.10) in the Notice of Physical Settlement” appearing in the fourth and fifth lines thereof shall be deleted and replaced with “an obligation may be specified as a Reference Obligation”. (J) (K) (L) In Section 3.3, references to the “Effective Date” shall mean the “Trade Date”. Section 3.7 is amended by inserting at the end thereof the following: “and such other published or electronically displayed news or information sources as are referenced in any Notice of Publicly Available Information”. Section 3.9 is deleted and replaced in its entirety by the following: “Section 3.9 Credit Event Notice After Restructuring. (a) In the event that Restructuring is the only Credit Event specified in a Credit Event Notice, the Notifying Party shall specify the portion (an “Exercise Amount”) of the Reference Entity Notional Amount in respect of which the Conditions to Settlement 52
are being satisfied in such Credit Event Notice. Such Exercise Amount shall be determined in the sole discretion of the Notifying Party but shall be an amount that is at least 1,000,000 units of the currency (or, if Japanese Yen, 100,000,000 units of the currency) in which the Reference Entity Notional Amount is denominated or an integral multiple thereof or the entire then outstanding Reference Entity Notional Amount. In no case may the Exercise Amount exceed the Reference Entity Notional Amount. (b) (c) For the purposes of Section 4 of this Confirmation (Settlement Terms), the Reference Entity Notional Amount of the relevant Reference Entity shall be deemed to be the Exercise Amount. In the event that the Conditions to Settlement are satisfied with respect to any Reference Entity and the Exercise Amount is less than the relevant Reference Entity Notional Amount, that Reference Entity shall continue to be a Reference Entity for the purposes of the Transaction and: (i) (ii) shall have a Reference Entity Notional Amount equal to its Reference Entity Notional Amount immediately prior to the relevant Event Determination Date minus that Exercise Amount; and the Conditions to Settlement may be satisfied on one or more future occasions with respect to that Reference Entity (including, without limitation, with respect to a Restructuring Credit Event in relation to which a Settlement Date has already occurred on one or more previous occasions), provided in each case that the Reference Entity Notional Amount of that Reference Entity prior to such satisfaction is greater than zero.” (M) (N) (O) (P) The final sentence of Section 4.6(b) shall be deleted. The final sentence of Section 7.2 shall be deleted. The phrase “only one Reference Obligation and one Valuation Date” shall be deleted from Section 7.5(a). Sections 7.5(b), 7.5(c) and 7.5(d) shall not apply. Section 7.7 of the Credit Derivatives Definitions is hereby replaced with the following: “Section 7.7. Quotation. “Quotation” means each Full Quotation and the Weighted Average Quotation obtained and expressed as a percentage with respect to a Valuation Date in the manner that follows: The Calculation Agent shall attempt to obtain Full Quotations with respect to the Valuation Date from five or more Dealers. If the Calculation Agent is able to obtain two or more such Full Quotations from Dealers other than Buyer in respect of such Valuation Date, then the Calculation Agent shall use such Full Quotations to determine the Final Price in accordance with the specified Valuation Method. If the Calculation Agent is unable to obtain two or more such Full Quotations in respect of such Valuation Date but is able to obtain a Weighted Average Quotation in respect of such Valuation Date, then the Calculation Agent shall use such Weighted Average Quotation to determine the Final Price in accordance with the specified Valuation Method. If the Calculation Agent is unable to obtain two or more such Full Quotations or such a Weighted Average Quotation in respect of such Valuation Date, then on the next following Business Day (and, if necessary, on each Business Day thereafter until and including the fifth Business Day) the Calculation Agent shall attempt to obtain two or more such Full Quotations from five or more Dealers other than Buyer and, if two or more such Full Quotations are not available from such Dealers other than Buyer on any such Business Day, a Weighted Average Quotation on such Business Day. If the Calculation Agent is 53
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 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: determination, and shall be conclus
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
show all

PROSPECTUS ARLO II Limited - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?