PROSPECTUS ARLO II Limited - Irish Stock Exchange

(ii)
(iii)
(iv)
Section 5(a)(vii)(3) shall take effect with the words “the Noteholders” substituted for
“its creditors”.
Section 5(a)(vii)(4) is hereby deleted and replaced with the words “institutes or has
instituted against it (other than by Party A or its Affiliates) a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation, or for the appointment of an examiner to
it and, in the case of any such proceeding or petition instituted or presented
against it, such proceeding or petition (A) results in a judgment of insolvency or
bankruptcy or the entry of an order for relief or the making of an order for its
winding-up or liquidation or the appointment of an examiner to it or (B) is not
dismissed, discharged, stayed or restrained in each case within 30 days of the
institution or presentation thereof”.
Section 5(a)(vii)(5) is hereby amended by the insertion of the following words after
the occurrence of the word “liquidation”:
“or sends a notice convening a meeting to propose a voluntary arrangement of the
Noteholders”.
(v)
(vi)
Sections 5(a)(vii)(6) and (7) shall take effect with the words “assets comprised in
the Collateral (as defined in the Constituting Instrument)” substituted for “all or
substantially all its assets”.
Section 5(a)(vii)(7) is hereby amended by the insertion of the following words after
the occurrence of the word “thereafter”:
“other than, for the avoidance of doubt, in the case of Party B, by the creation of
any security interest in respect of Party B’s assets pursuant to the trust deed in
respect of any Series of Notes or the Deed of Floating Charge (if any)”.
(vii)
Section 5(a)(vii)(9) shall not apply.
5.14 Contracts (Rights of Third Parties) Act 1999
A person which is not a party to the Charged Agreement relating to the Notes of the
relevant Series constituted by the Constituting Instrument relating to the Notes has no
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of such
Charged Agreement or any agreement or deed or constituted hereby, but this does not
affect any right or remedy of a third party which exists or is available apart from that Act
(and is without prejudice to the right of the Trustee to enforce its security over such
Charged Agreement as contemplated by the Trust Deed relating to the Notes of the
relevant Series).
5.15 Calculation of Settlement Amount
Notwithstanding the provisions of Section 6(e), the determination of any Settlement
Amount shall be made by Party A in all circumstances except where Party A is the
Defaulting Party, in which case it shall be made by Party B.
5.16 Notices
Section 12 of the Agreement is amended by the deletion of the following in the second to
third lines thereof:
84