a5809045ex10_17.htm


    Exhibit
10.17

    Autoliv
Inc. Series
No:                                                      Bond
2/2008

     

     

    


     

     

    


     

     

    


     

     

    TERMS
AND CONDITIONS

     

     

    for

     

     

    Autoliv
Inc.

     

    


    Issue
of

    


    SKr
300,000,000

    3
Month STIBOR + 0.90% Floating Rate Bonds due 2011

    (the
"Bonds")

    


    


    


    


    
      	
              §1

            	
              Definitions

            


    

    


    
      	
               
      

            	
              The
      following expressions shall have the meaning ascribed to them
      below.

            


    

    


    
      	
               
      

            	
              Account
      Operator:

            	
              A bank or
      other entity granted permission to be an account operator under the
      Registration of Financial Instruments Act (1998:1479) and with whom a
      Bondholder has opened a VP-Account concerning a
  Bond.

            


    

    


    
      	
               
      

            	
              Business
      Day:

            	
              A day on
      which banks settle payments in
Stockholm.

            


    

    


    
      	
               
      

            	 	
              Bond:

            	
              A promissory
      note of the kind described in the Registration of Financial Instruments
      Act (1998:1479) and issued by the Issuer in accordance with these terms
      and conditions.

            


    

    


    
      	
               
      

            	
              Bondholder:

            	
              Institution
      or person who is recorded on a VP-Account as creditor in respect of a
      Bond.

            


    

    


    
      	
               
      

            	
              Calculation
      Agent:

            	
              AB SEK
      Securities, org. No. 556608-8885

            


    

    


    
      	
               
      

            	
              STIBOR:

            	
              The interest
      rate (1) quoted at approximately 11 a.m. (Stockholm time) on the relevant
      Business Day on Reuter’s page ”SIDE” (or through such other system or on
      such other page as shall replace the system or page stated)
      or,  if no such quotation is given - (2), at the time indicated
      above according to notification from the Calculation
      Agent  corresponding to the arithmetic mean of the Reference
      Banks quoted interest rates for deposits of SKr 100,000,000 in the
      Interbank Market in Stockholm for the relevant period or -if only one or
      no such quotation is available - (3), the Calculation
      Agent’s  assessment of the interest rate offered by the
      Reference Banks, for lending of SKr 100,000,000 for the relevant period in
      the Interbank Market in Stockholm

            


    

     

    -1-

    
 

    
      	
               
      

            	
              ISIN
No.:

            	
              SE0002655514

            


    

    


    
      	
               
      

            	
              Issue
    Date:

            	
              17 October
      2008

            


    

    


    
      	
               
      

            	
              Issuer:

            	
              Autoliv
      Inc., IRS Employers Identification Number:
  51-0378542

            


    

    


    
      	
               
      

            	
              Issuing
      Dealer:

            	
              AB SEK
      Securities, org. no. 556608-8885

            


    

    


    
      	
               
      

            	
              Group
      Company:

            	
              Each company
      that is part of the group, in addition to the Issuer, and, according to
      latest audited consolidated statement, has assets or business volume
      exceeding 10 per cent. of the group’s aggregated assets or business
      volume.

            


    

    


    
      	
               
      

            	
              Loan:

            	
              The loan
      which will be represented by these
Bonds.

            


    

    


    
      	
               
      

            	
              Maturity
      Date:

            	
              17 October
      2011. If the Maturity Date falls on a day which is not a Business Day,
      such day shall be postponed to the first following day that is a Business
      Day unless that day falls in the next calendar month in which case that
      date will be the first preceding day that is a Business
    Day.

            


    

    


    
      	
               
      

            	
              SKr:

            	
              The lawful
      currency of the Kingdom of Sweden

            


    

    


    
      	
               
      

            	
              VP-Account:

            	
              A securities
      account maintained pursuant to the Registration of Financial Instruments
      Act where the Bondholder’s possession of Bonds is
    registered.

            


    

    


    VPC:                                                  VPC
AB, org. No. 556112-8074

     

    -2-


    


    §2        Registration

    


    
      	
               
      

            	
              The Bonds
      will be registered in a VP-Account on behalf of the Bondholder, and no
      physical notes representing the Bonds will be issued.  The
      Issuer is entitled to access to the registry of Bondholders, including
      nominee list of owners, at all
times.

            


    

    


    
      	
               
      

            	
              No person
      shall be registered in a VP-Account as a Bondholder unless such person
      shall have first provided to the Issuer an IRS Form W-8 or other
      documentation that, in the sole discretion of the Issuer, satisfies the
      requirements of Title 26 of the United States Code of Federal Regulations,
      § 1.871-14(c)(2) or any similar requirements of U.S. tax law that may be
      in effect at the time registration is sought.  Each Bondholder
      shall provide to the Issuer a replacement Form W-8 or other documentation
      meeting the requirements of the foregoing sentence upon the earliest of
      (i) the date on which the previously provided form or other documentation
      expires, (ii) the date that is fifteen days after any information on the
      previously provided form or documentation becomes incorrect, or (iii) a
      request by the Issuer for a replacement from or other
      documentation.  The Issuer shall provide VPC with copies of all
      forms and other documentation that the Issuer obtains under this §
      2.

            


    

    


    


    
      	
               
      

            	
              A request
      concerning the registration of a Bond shall be addressed to the Account
      Operator.

            


    

    


    
      	
               
      

            	
              Any person
      who acquires the right to receive payment under a Bond through a mandate,
      a pledge, regulations in the Code on Parenthood and Guardianship,
      conditions in a will or in a deed of gift or otherwise shall register such
      right to receive payment.

            


    

    


    
      	
               
      

            	
              §3

            	
              Nominal
      Amount

            


    

    


    
      	
               
      

            	
              The initial
      Nominal Amount is SKr 300,000,000 and is represented by denominations
      (“Denominations”)
      in the initial amount of SKr
10,000,000.

            


    

    


    §4        Status

    


    These Bonds
constitutes a direct, unconditional, unsecured and unsubordinated obligation of
the Issuer and ranks and will rank pari passu with all other
unsecured obligations (other than subordinated obligations) of the
Issuer.

    


    
      	
               
      

            	
              §5

            	
              Interest
      Rate Provisions

            


    

    


    
      	
               
      

            	
              The Loan
      will bear a floating interest, from (but excluding) the Issue Date to (and
      including) the Maturity Date, payable quarterly in arrears on each
      Interest Payment Date.

            


    

     

    -3-

    
 

    The amount of interest (the “Interest Amount”) payable per
Denomination on each Interest Payment Date will be calculated and determined by
the Calculation Agent in accordance with the following formula:-

    


    
      	
              SKr
      10,000,000 x (Floating Rate + 0.90%) x Day Count
  Fraction

            


    

    


    Where:-

    


    


    ”Day Count Fraction” means the
actual number of days in the relevant Interest Period divided by
360.

    


    “Floating Rate” means 3 months
STIBOR, which means that the rate for a  Reset Date will be the rate
for deposits of SKr for a period of 3 months which appears on
the  Reuter’s page ”SIDE” (or through such other system or on such
other page as shall replace the system or page stated) on the day that is two
(2) Business Days preceding that Reset Date. Fall Back Provision: please refer
to the definition of STIBOR above.

    


    ”Interest Period” means each
period beginning on (but excluding) the Issue Date, or any Interest Payment Date
and ending on (and including) the next Interest Payment Date. Each Interest
Period is 3 months. The final Interest Period runs from (but excluding) 17 July
2011 to (and including) the Maturity Date.

    


    “Interest Payment Dates” means
17 January, 17 April, 17 July and 17 October in each year, from and including 17
January 2009 to and including the Maturity Date. If an Interest Payment Date
falls on a day which is not a Business Day, such day shall be postponed to the
first following day that is a Business Day unless that day falls in the next
calendar month in which case that date will be the first preceding day that is a
Business Day.

    


    “Reference Banks” means four
major banks, as appointed by the Calculation Agent, quoting STIBOR at such
relevant time.

    


    ”Reset Date” means the first
day in each Interest Period.

    


    ”Representative Amount” means
an amount which is representative for one sole transaction in the Stockholm
interbank market at the relevant time (11.00 a.m. Stockholm time).

    


    In case the Calculation Agent cannot
determine the rate of interest due to such impediment as referred to in §18
section 1 below, the rate of interest for the nearest preceding Interest Period
will be applied. As soon as the impediment has ceased, the Calculation Agent
shall determine the new rate of interest in accordance with the definition of
STIBOR, to be applied from and including the second Business Day after the day
of determination for the remaining relevant Interest Period.

     

    -4-

    


    
      	
               
      

            	
              §6

            	
              Payments

            


    

    


    
      	
               
      

            	
              Payment of
      principal and interest shall be made in the Currency in which the Loan has
      been issued to the person, who on the 5th
      (fifth) Business Day prior to the due date or on the Business Day closer
      to the due date which may generally be applied on the Swedish bond market
      (the "Record
      Date"), is the Bondholder.

            


    

    


    
      	
               
      

            	
              Where the
      Bondholder has specified, through an Account Operator, that an amount
      shall be deposited into a specified bank account, the deposit shall be
      made through VPC on the relevant payment date. Otherwise VPC will forward
      such amount to the address registered by VPC on the Record Date in respect
      of such Bondholder. In the event that any relevant payment date falls on a
      day which is not a Business Day, the amount shall be deposited on the
      first following day that is a Business Day unless that day falls in the
      next calendar month in which case that date will be the first preceding
      day that is a Business Day. For the avoidance of any doubt, interest shall
      only accrue up to but excluding the Maturity
  Date.

            


    

    


    
      	
               
      

            	
              In the event
      that VPC, due to a delay of the Issuer or any other impediment, is unable
      to disburse the amounts in accordance with the above, the amount shall be
      disbursed by VPC, as soon as the impediment has ceased, to the person
      registered as Bondholder on the Record
Date.

            


    

    


    
      	
               
      

            	
              In the event
      that the Issuer, due to an impediment of VPC, as described in §18 below,
      is unable to disburse the amount in accordance with the above, the amount
      shall be disbursed by VPC, as soon as the impediment ceases. In such case
      interest shall accrue in accordance with §8 section 2
    below.

            


    

    


    
      	
               
      

            	
              In the event
      it transpires that any person to whom a payment has been made in
      accordance with the above was not entitled to receive such amount, VPC and
      the Issuer shall nevertheless be deemed to have fulfilled their payment
      obligation.  However, the aforementioned shall not apply where
      VPC and the Issuer knew that the amount had fallen into the wrong hands or
      failed to exercise the degree of care reasonably required in the
      circumstances.

            


    

    


    
      	
               
      

            	
                          Notwithstanding
      anything contained in this § 6, VPC shall not participate in the making of
      any payment hereunder (and the Issuer shall instead make such payment
      without the participation of VPC) unless the Issuer, in accordance with
      §2, have confirmed to VPC that no United States taxes are required to be
      withheld from such payment.

            


    

    


    
      	
               
      

            	
              §7

            	
              Redemption
      Amount

            


    

    
      	
               
      

            	
              The Maturity
      Redemption Amount payable per Denomination on the Maturity Date will be
      SKr 10,000,000.

            


    

    


    
      	
               
      

            	
              §8

            	
              Interest
      on Overdue Amount

            


    

    


    In the event of late payment, interest shall
accrue on the overdue amount from and including the due date up to but excluding
the date of actual payment at a rate of interest equal to STIBOR for the term of
one week, during the period of the delay with an addition of two percentage
units. STIBOR shall, in such context, be determined on the first Business Day of
each calendar week during the period of delay. Subject to the provisions in the
second paragraph, interest on overdue amounts in respect of interest bearing
Loans shall in no case be less than the rate of interest applicable to the
relevant Loan on the relevant due date with an addition of two percentage units.
Interest on overdue amounts shall not be capitalised.

     

    -5-


    In the event that the delay is a consequence
of impediments encountered by the Issuer, Issuing Dealer or VPC as specified in
§18, section 1, interest on overdue amounts in respect of the Loan shall be
payable at a rate of interest which does not exceed the interest rate applicable
to the Loan on the relevant due date.

    


    
      	
               
      

            	
              §9

            	
              Period
      of Limitation

            


    

    


    
      	
               
      

            	
              Claims
      against the Issuer will be time-barred unless made within 10 (ten) years
      (or in the case of claims in respect of interest 3 years) after the due
      date for payment. Amounts being reserved for payment that have been barred
      will be for the account of the
Issuer.

            


    

    


    
      	
               
      

            	
              If the
      period of limitation is interrupted, a new limitation period for 10 (ten)
      years will start to run in respect of principal and 3 (three) years in
      respect of interest. In both cases the new period of limitation will
      commence on the day stipulated in the Limitations Act (1981:130) in
      respect of interruption of
limitations.

            


    

    


    §10      Events
of Default

    


    
      	
               
      

            	
              The Issuing
      Dealer shall have the right, on behalf of each Bondholder, to declare the
      Loan together with any accrued interest thereon due and payable
      immediately or at such time as the Issuing Dealer may determine
      if:

            


    

    


    
      	
              a)

            	
              the Issuer
      does not pay on the due date any interest amount or the Maturity
      Redemption Amount due in respect of such part of the Loan, provided that a
      default which is due to a technical or administrative error should not be
      regarded as an event of default unless payment is delayed for more than
      two Business Days; or

            


    

    


    
      	
              b)

            	
              the Issuer
      does not comply with its obligations (other than those referred to in
      section a)) pursuant to these terms and conditions, or otherwise acts in
      contravention of these terms and conditions, provided that the Issuing
      Dealer have required the Issuer to remedy such situation and the Issuer
      fails to do so within 14 Business Days. The Issuing Dealer shall however
      have the right to declare the Loan due and payable without prior request
      for remedy when the failure to comply is not capable of remedy in the
      Issuing Dealer’s opinion; or

            


    

    


    
      	
              c)

            	
              the Issuer
      or a Group Company fails to pay when due any other loan raised by the
      Issuer or the Group Company and as a result thereof such loan is or is
      capable of being declared due and payable prior to its stated maturity or,
      if there are no provisions in respect of termination or the outstanding
      payment constitutes a final repayment, the delay in payment continues for
      14 Business Days, provided that the occurrence of any of the events
      described in this paragraph shall not constitute an Event of Default
      unless the indebtedness concerned or the liability of the Issuer or such
      Group Company under the loan concerned exceeds U.S. Dollar 10,000,000 (ten
      million USD) or its equivalent in the currency in which the obligations in
      respect of which such event occurs are denominated;
  or

            


    

     

    -6-


    
      	
              d)

            	
              the Issuer
      or a Group Company fails to pay within 14 Business Days of receipt of a
      legitimate written claim under any guarantee issued by it in respect of a
      loan of a third party or fails to meet its obligation, as principal or
      surety to reimburse a person for amounts paid as a result of such surety
      or guarantee, provided that the occurrence of any of the events described
      in this paragraph shall not constitute an Event of Default unless the
      indebtedness concerned or the liability of the Issuer or such Group
      Company under the guarantee concerned exceeds USD 10,000,000 (ten million
      USD) or its equivalent in the currency in which the obligations in respect
      of which such event occurs are denominated;
or

            


    

    


    
      	
              e)

            	
              a distress
      is levied on any fixed assets of the Issuer or a Group Company;
      or

            


    

    


    
      	
              f)

            	
              the Issuer
      or a Group Company suspends payments;
or

            


    

    


    
      	
              g)

            	
              the Issuer
      or a Group Company applies for, or consents to, an application for
      corporate reorganisation in accordance with the national legislation or
      other similar procedure; or

            


    

    


    
      	
              h)

            	
              the Issuer
      or a Group Company is declared bankrupt;
or

            


    

    


    
      	
              i)

            	
              a resolution
      is passed for the winding-up of the Issuer or that a Group Company shall
      enter compulsory liquidation; or

            


    

    


    
      	
              j)

            	
              the Board of
      Directors of the Issuer prepares a merger plan according to which the
      Issuer shall be merged into a new or existing company without the prior
      written consent of the Issuing
Dealer.

            


    

    


    The Issuing Dealer shall have the right to
declare the Loan prematurely due and payable as a consequence of a circumstance
specified in sub-sections a) - e) above only in the event that such
circumstance, in the reasonable opinion of the Issuing Dealer, may have a
materially adverse effect on the interests of the Bondholders and, as a
consequence of a circumstance specified in sub-sections f) - i) above, with
respect to Group Companies, only in the event that such circumstance, in the
reasonable opinion of the Issuing Dealer, may have a materially adverse effect
on the interests of the Bondholders.

    


    In the event that the Issuing Dealer’s right
of termination is caused by a decision of a court of law, governmental
authority, or shareholders' meeting, it is not necessary that such decision has
gained legal force and that the period for appeal has expired.

    


    The Issuer shall
immediately notify the Issuing Dealer upon the occurrence of a circumstance
specified in sub-sections a) - j) above. In the absence of such notice, the
Issuing Dealer shall have the right to assume that no such circumstance has
occurred or is expected to occur, provided that the Issuing Dealer do not have
knowledge to the contrary. Upon reasonable request from the Issuing Dealer, the
Issuer shall provide the Issuing Dealer with a certificate regarding the
circumstances specified in this section. In addition, the Issuer shall provide
the Issuing Dealer with further information, which a Issuing Dealer may request
regarding the circumstances specified in this section and, upon request from
Issuing Dealer, provide it with any relevant document(s).

     

    -7-


    
      	
               
      

            	
              The Issuer’s
      obligation to provide information pursuant to the preceding paragraph is
      only applicable provided that it does not violate rules issued by, or set
      forth in contracts with, an exchange or authorised marketplace on which
      the Issuer’s or a Group Company’s shares or debt instruments are listed,
      or otherwise does not violate applicable law or regulations issued by a
      governmental authority.

            


    

    


    §
11     Change of Control

    


    If at any time
while any Bond hereunder remains outstanding a Change of Control has occurred (a
“Put Event”), the
Issuing Dealer, on behalf of the Bondholder’s, will have the option to require
the Issuer to redeem that Bond on the Optional Redemption Date (as defined
below) at its Redemption Amount (as defined in §7), together with accrued
interest to and including the Optional Redemption Date.

    


    A “Change of Control” shall be
deemed to have occurred at each time (whether or not approved by the Board of
Directors or the Executive Board of the Issuer) that any person (“Relevant Person”) or persons
acting in concert or any person or persons acting on behalf of any such
person(s), at any time directly or indirectly owns or acquires, (A) more than 50
per cent. of the issued ordinary share capital of the Issuer or (B) such number
of the shares in the capital of the Issuer carrying more than 50 per cent. of
the voting rights normally exercisable at a general meeting of the Issuer,
provided that a Change of Control shall not be deemed to have occurred if the
shareholders of the Relevant Person are also, or immediately prior to the event
which would otherwise constitute a Change of Control were, all of the
shareholders of the Issuer.

    


    Promptly upon the
Issuer becoming aware that a Put Event has occurred, the Issuer shall give
notice (a “Put Event
Notice”) to the Bondholders in accordance with §14 specifying the nature
of the Put Event and the circumstances giving rise to it and the procedure for
exercising the option contained in this §11.

    


    To exercise the
option to require redemption of a Bond under this §11 the holder of that Bond
must deliver such Bond, on any Business Day falling within the period (the
“Put Period”) of 45 days
after a Put Event Notice is given, to the Account Operator, accompanied by a
duly signed and completed notice of exercise (a “Put Option Notice”) and in
which the holder must specify the relevant VP-account to which payment is to be
made under this §11. The Account Operator to which such Bond and Put Option
Notice are delivered will issue to the holder concerned a non-transferable
receipt (a “Put Option
Receipt”) in respect of the Bond so delivered.

     

    -8-


    The Issuer shall
redeem the Bonds, in respect of which Put Option Receipts have been issued, 60
days after the bondholder has received the Put Event Notice (the Optional Redemption Date),
unless previously redeemed and purchased. Payment in respect of any Bond so
delivered will be made on the Optional Redemption Date.

    


    §12      Covenants

    


    The Issuer undertakes as long as any amount
hereunder remains outstanding:

    


    
      	
              a)

            	
              not to
      provide any security or permit any third party to provide security -
      either in the form of a guarantee or otherwise - for other market loans
      which have been incurred or may be raised by the
    Issuer.

            


    

    


    
      	
              b)

            	
              not to
      provide security for market loans - in any form other than a guarantee,
      which in turn may not be secured - which have been incurred or may be
      incurred by a party other than the Issuer;
and

            


    

    


    
      	
              c)

            	
              to ensure
      that all Group Companies, in their own borrowing, comply with the
      provisions of subsections a) and b) above with respect to market loans -
      in which context the relevant subsidiaries shall be subject to the
      provisions applicable to the Issuer subject to the exception, however,
      that the Issuer or a Group Company may provide guarantees for other Group
      Companies which in turn may not be
secured.

            


    

    


    
      	
               
      

            	
              In each case
      unless if the Issuing Dealer’s consent to the giving of collateral, or, if
      at least comparably valuable security is provided to the Bondholders at
      the same time.

            


    

    


    "Market loans" as used above
means loans in exchange for the issuance of commercial paper, bonds or other
securities (including medium term notes or other market loan programmes), which
are sold, brokered, or invested pursuant to an organised procedure.

    


    


    
      	
               
      

            	
              §13

            	
              Calculation
      Agent

            


    

    


    
      	
               
      

            	
              The
      calculations and determinations made by the Calculation Agent shall (save
      in the case of manifest error) be final and binding upon all
      parties.  The Calculation Agent shall have no responsibility for
      good faith errors or omissions in any calculation made by it as provided
      herein.

            


    

    


    
      	
               
      

            	
              In the event
      that a change in circumstances not accounted for herein occurs which in
      the reasonable opinion of the Calculation Agent requires changes in these
      terms and conditions, then the Issuer shall be entitled to make such
      adjustments of the terms hereof as the Calculation Agent in its sole and
      absolute discretion shall deem necessary in order to preserve to the
      largest extent possible to the Issuer and the Bondholder in the original
      economic basis hereunder.

            


    

    


    
      	
               
      

            	
              The Issuer
      shall inform the Bondholder of any changes which may be made in accordance
      with this section as soon as practicable
  thereafter.

            


    

     

    -9-


    
      	
               
      

            	
              The
      Calculation Agent shall have no responsibility for good faith errors or
      omissions in any calculation made by it as provided
  herein.

            


    

    


    
      	
               
      

            	
              §14

            	
              Notices

            


    

    


    
      	
               
      

            	
              Any notices
      shall be sent to each Bondholder at the address as registered with
      VPC.

            


    

    


    
      	
               
      

            	
              §15

            	
              Change
      of these terms

            


    

    


    
      	
               
      

            	
              These terms
      and conditions can be changed upon agreement thereof between the Issuer
      and all of the Bondholders. Such agreement shall be confirmed in writing
      and signed by or on behalf of the Issuer and each
    Bondholder.

            


    

    


    
      	
               
      

            	
              §16

            	
              Listing

            


    

    


    
      	
               
      

            	
              The Loan
      will not be listed.

            


    

    


    
      	
               
      

            	
              §17

            	
              Nominee
      Registration

            


    

    


    
      	
               
      

            	
              For Bonds
      registered in nominee form under Chapter 3 of the Registration of
      Financial Instruments Act (1998:1479) the nominee shall be regarded as
      Bondholder for the purpose of these terms and
  conditions.

            


    

    


    
      	
               
      

            	
              §18

            	
              Limitation
      of the Issuer’s and VPC’s Liability

            


    

    


    
      	
               
      

            	
              In respect
      of the measures to be taken by the Issuer, the Issuing Dealer, the
      Calculation Agent and VPC, respectively, and taking in the case of VPC
      into account the provisions of the Registration of Financial Instruments
      Act (1998:1479), the Issuer, the Issuing Dealer, the Calculation Agent and
      VPC shall not be responsible for any damages arising out of any Swedish or
      foreign legislation, any measure undertaken by any Swedish or foreign
      public authority, act of war, strike, blockade, boycott, lock-out or any
      other similar circumstances. The reservation in respect of strike,
      blockade, boycott and lock-out shall apply even if the Issuer, the Issuing
      Dealer, the Calculation Agent or VPC themselves take or are subject to
      such actions.

            


    

    


    
      	
               
      

            	
              Nor shall
      the Issuer, the Issuing Dealer, the Calculation Agent or VPC be held
      responsible for any other damage as long as the Issuer, the Issuing
      Dealer, the Calculation Agent or VPC, as applicable, have acted with
      reasonable care. In addition, in no case shall there be any right to
      reimbursement for indirect damage.

            


    

    


    
      	
               
      

            	
              Should the
      Issuer, the Issuing Dealer, the Calculation Agent or VPC not be able to
      fulfil their obligations under these terms because of any of the events
      stated in the first paragraph, such obligations shall be fulfilled as soon
      as the obstacle has been removed.

            


    

    


    
      	
               
      

            	
              The above
      shall apply, unless otherwise stated in the Registration of Financial
      Instruments Act (1998:1479).

            


    

     

    -10-


    §19    
Confidentiality

    


    
      	
               
      

            	
              The Issuer
      shall be entitled to require extracts from the book of debts at
      VPC.

            


    

    


    The Issuer and VPC
may not unduly disclose any information on Bondholders to third parties,
however, The Issuer is entitled to disclose any information on bondholders to
the Arranger.

    


    §20      Selling
Restriction

    


    The Bonds may not be sold or otherwise
transferred to any U.S. person.(within the meaning of Section 7701(a) of the
Internal Revenue Code of 1986. This restriction shall not apply in case of
repurchasing/cancellation by the Issuer. For the avoidance of doubt the
restriction is not applicable when the Bonds are redeemed.

    
 

    §21     
Governing Law and Jurisdiction

    


    
      	
               
      

            	
              Swedish law
      shall apply to the interpretation and application of these terms and
      conditions.

            


    

    


    
      	
               
      

            	
              Disputes
      shall be settled by the District Court of Stockholm in the first
      instance.

            


    

    


    


    


    


    


    
      *****

    

    


    
      Stockholm as of 17
October 2008

    

    


    


    
      Autoliv
Inc.

    

    


    

      
        	 
      	 
      	 
      
	
                Name:

              	 
      	
                Name:

              
	
                Title:

              	 
      	
                Title:

              


      

    

     

    -11-