PROSPECTUS ARLO II Limited - Irish Stock Exchange

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SCHEDULE 3: FORM OF MASTER CHARGED AGREEMENT TERMS Structured Investment Terms Master Charged Agreement Terms January 2008 Edition FORM OF CHARGED AGREEMENT 1. Background 1.1 These Master Charged Agreement Terms (January 2008 Edition) contain provisions which may be used with respect to any Notes issued by the Issuer, the issue of which is arranged by Barclays Bank PLC or any of its subsidiaries or associated companies. 1.2 Notes may be constituted and/or secured by entry into by the Trustee, the Issuer, the Swap Counterparty and any others that may be parties thereto of a Constituting Instrument, each such Constituting Instrument comprising a separate instrument which may incorporate by reference, as amended and/or supplemented as provided therein, the provisions of these Master Charged Agreement Terms (January 2008 Edition). 1.3 These Master Charged Agreement Terms (January 2008 Edition) set out the terms and conditions pursuant to which the Swap Counterparty may, at its discretion, enter into a Charged Agreement with the Issuer of a Series of Notes issued by the Issuer under the Programme and comprise a Schedule (the “Schedule”) to the International Swaps and Derivatives Association Inc. 1992 Form of Master Agreement (Multicurrency –Cross Border). 1.4 Upon the execution of the Constituting Instrument relating to the Notes of a particular Series by or on behalf of the persons party thereto in the capacities of Issuer and Swap Counterparty, such persons shall be deemed to have entered into an agreement in respect of the Notes constituted and/or secured by such Constituting Instrument on the terms of these Master Charged Agreement Terms (January 2008 Edition) (as the same may be modified or supplemented by the provisions of such Constituting Instrument). 2. Definitions Unless otherwise defined herein or the context otherwise requires, the Master Definitions as specified in and amended by the Constituting Instrument relating to the Notes of the relevant Series shall apply to these Master Charged Agreement Terms (January 2008 Edition) and any deed or document incorporating them. 72
SCHEDULE to the ISDA Master Agreement Multicurrency-Cross Border) published by the International Swaps and Derivatives Association, Inc. (“ISDA”) Dated: the date specified in the Constituting Instrument relating to the Notes referred to in such Constituting Instrument between the Swap Counterparty and the Issuer (“Party A”) (“Party B”) In respect of each Constituting Instrument entered into by the parties thereto (the “Constituting Instrument”) and the Series of Notes constituted thereby (the “Notes”), Party A and Party B are deemed to have entered into an agreement (the “Agreement”) in the form of the ISDA Master Agreement (Multicurrency - Cross Border) relating to the Charged Agreement entered into by Party A and Party B in respect of such Series of Notes, and such Agreement is deemed to be incorporated into this Agreement in extenso as amended by the following schedule which shall take effect as if it was the Schedule to such Agreement. 73
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PROSPECTUS ARLO II Limited (Incorpo
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RESPONSIBILITY STATEMENT The Issuer
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DOCUMENTS INCORPORATED BY REFERENCE
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RISK FACTORS The following is a des
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the time of any such purchase. The
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Each prospective purchaser of the N
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None of the Issuer or any of the Pr
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approves the methodology and criter
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Noteholders should note the definit
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Interest shall accrue on the Custod
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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 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: US Sovereigns Europe Sovereigns Rat
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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