Exhibit 2
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THE BANK OF NEW YORK
April 24, 1998
ARM Holdings plc
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Re: Deposit Agreement dated as of April 24, 1998 (the "Deposit Agreement")
by and among ARM Holdings plc, The Bank of New York, as Depositary, and
the Owners and Beneficial Owners of American Depositary Receipts
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Dear Sirs:
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit
Agreement and not otherwise defined herein are used herein as defined in the
Deposit Agreement.
We hereby confirm that we shall not deliver Shares prior to the receipt and
cancellation by us of American Depositary Receipts for Shares.
We hereby agree that, without the prior consent of the Company, (i) we will
not (a) Pre-Release Receipts or (b) permit any Pre-Release to remain outstanding
at any time, except pursuant to agreements, covenants, representations or
warranties substantively to the effect of Sections 3(a), 3(e), 4, 7(a) and 14 of
the ADR Pre-Release Agreement attached hereto (or, in lieu of Section 14, we
will indemnify the Company to the same extent that the counterparty to a
Pre-Release would be required by said Section 14 to indemnify the Company).
ARM Holdings plc
April 24, 1998
Page 2
We confirm that we currently do not, and do not intend to, make any
Pre-Release to any person until such person has undergone the Depositary's
standard credit review process.
If, after the date hereof, the Depositary's ADR Department is advised by
counsel that there has occurred a material change in the U.S. federal income tax
law (including judicial and administrative interpretations thereof) regarding
the treatment of Pre-Release, we agree to notify the Company promptly of such
change and to advise the Company as to the changes, if any, that we intend to
make, or have made, to the Pre-Release procedures then being followed by us as a
result of such change in the tax law. We will in good faith consult with the
Company and consider all suggestions, without any obligation on our part to
change our Pre-Release procedures.
We will indemnify and hold harmless the Company and each Owner from time to
time of a Receipt against all losses, claims, damages, liabilities and expense
(including reasonable attorneys' fees) based upon a breach by the Depositary of
any agreement of the Depositary set forth in this letter.
If any action or claim shall be brought against the Company in respect of
which indemnity may be sought pursuant to the preceding paragraph or the second
paragraph of this letter, the Company shall notify the Depositary in writing of
such action or claim giving reasonable details thereof. The Depositary shall
have the option of assuming the defense thereof, with counsel satisfactory to
the Company (who shall not, except with the consent of
ARM Holdings plc
April 24, 1998
Page 3
the Company, be counsel to the Depositary in connection with such action or
claim), and, after notice from the Depositary to the Company of its election so
to assume the defense thereof, the Depositary shall not be liable to the Company
or any other indemnified party for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by the Company or any other
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No compromise or settlement of such action or proceeding
may be effected by either party without the other party's consent (which shall
not be unreasonably withheld) unless (i) there is no finding or admission of any
violation of law and no effect on any other claims that may be made against such
other party and (ii) the sole relief provided is monetary damages that are paid
in full by the party seeking such compromise or settlement.
Other than as set forth herein, nothing in this letter shall affect any of
the respective rights and obligations of the Company and the Depositary under
the Deposit Agreement.
Very truly yours,
THE BANK OF NEW YORK,
as Depositary
By:
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