Dated 20 October 2013
Exhibit 4.12
Dated 20 October 2013
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and
THE ROYAL BANK OF SCOTLAND plc
and
NATIONAL WESTMINSTER BANK plc
and
XXXXXXXX & GLYN’S LIMITED
and
LUNAR INVESTORS LLP
and
CORSAIR IV-B FSCP AIV II CAYMAN, L.P.
and
CORSAIR IV FSCP AIV II CAYMAN, L.P.
and
CORSAIR RAINBOW INVESTORS, L.P.
and
CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P.
and
CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P.
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AMENDMENT AGREEMENT
in relation to an
relating to certain operations of the Business Sellers in England and Wales and in Scotland, comprising the Businesses
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Xxxxxxxxxx XXX
Xxx Xxxx Xxxxxx
Xxxxxx XX0X 0XX
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Telephone (x00) 00 0000 0000
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Facsimile (x00) 00 0000 0000
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Ref: S Xxxxxxxx / S Navazesh
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1
Amendment Agreement to the Investment Agreement
This Agreement is made on 20 October 2013 between:
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(1)
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THE ROYAL BANK OF SCOTLAND GROUP plc, a company incorporated in Scotland (registered no SC045551) whose registered office is at 00 Xx Xxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX (“RBSG”);
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(2)
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THE ROYAL BANK OF SCOTLAND plc, a company incorporated in Scotland (registered no SC090312) whose registered office is at 00 Xx Xxxxxx Xxxxxx, Xxxxxxxxx, XX0 0XX (“RBS”);
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(3)
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NATIONAL WESTMINSTER BANK plc, a company incorporated in England (registered no 929027) whose registered office is at 000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX (“NatWest”);
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(4)
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XXXXXXXX & GLYN’S LIMITED, a company incorporated in England (registered no 8677775) whose registered office is at 000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX (“Newco”);
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(5)
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LUNAR INVESTORS LLP, a limited liability partnership incorporated under the Limited Liability Partnership Xxx 0000, with registration number OC388127 and whose registered office is at 00 Xxxxx Xxxxxx, Xxxxxx, X0X 0XX (the “Investor”);
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(6)
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CORSAIR IV-B FSCP AIV II CAYMAN, L.P., a limited partnership incorporated in the Cayman Islands (registered no MC-72584) whose registered office is at Xxxxxx Corporate Services Limited, XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX0-0000, Cayman Islands (“Corsair 1”);
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(7)
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CORSAIR IV FSCP AIV II CAYMAN, L.P., a limited partnership incorporated in the Cayman Islands (registered no MC-72583) whose registered office is at Xxxxxx Corporate Services Limited, XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX0-0000, Cayman Islands (“Corsair 2”);
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(8)
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CORSAIR RAINBOW INVESTORS, L.P., a limited partnership incorporated in the Cayman Islands (registered no MC-72619) whose registered office is at Xxxxxx Corporate Services Limited, XX Xxx 000, Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX0-0000, Cayman Islands (“Corsair 3”);
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(9)
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CENTERBRIDGE CAPITAL PARTNERS SBS II (CAYMAN), L.P., a limited partnership incorporated in the Cayman Islands (registered no WK-66984) whose registered office is at Walkers Corporate Services Limited, Xxxxxx House, 00 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000 (“Centerbridge 1”); and
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(10)
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CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P., a limited partnership incorporated in the Cayman Islands (registered no WK-66992) whose registered office is at Walkers Corporate Services Limited, Xxxxxx House, 00 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000 (“Centerbridge 2” and, together with Xxxxxxx 0, Xxxxxxx 0, Xxxxxxx 3 and Centerbridge 1, the “Core Consortium Members” and each a “Core Consortium Member”),
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each being a “party” to this Agreement and together comprising the “parties” to this Agreement.
2
Whereas:
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(A)
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The parties entered into an investment agreement on 27 September 2013 pursuant to which inter alia the Issuer agreed to issue the Exchangeable Bonds to the Investor and the Investor agreed to subscribe the Exchangeable Bonds on and subject to the terms set out therein (the “Investment Agreement”).
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(B)
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The parties have agreed to amend the terms of the Investment Agreement as set out in this Agreement.
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It is agreed as follows:
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1
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Interpretation
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1.1
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Definitions
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Terms defined in the Investment Agreement have the same meaning in this Agreement, unless a contrary intention is stated. The principles of construction set out in the Investment Agreement shall have effect as if set out in this Agreement.
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1.2
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Scope
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This Agreement is supplemental to and amends the Investment Agreement.
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1.3
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Third party rights
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A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.
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1.4
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Designation
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In accordance with the Investment Agreement, the parties designate this Agreement as a Transaction Document.
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2
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Amendment of the Investment Agreement
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2.1
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Amendment
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With effect from the date of this Agreement, the Investment Agreement shall be amended as set out in Schedule 1.
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2.2
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Continuing obligations
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The provisions of the Investment Agreement shall, save as amended by this Agreement, continue in full force and effect.
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3
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Miscellaneous
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3.1
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Construction
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With effect from the date of this Agreement, this Agreement and the Investment Agreement will be read and construed as one document. References to the Investment Agreement, however expressed, will be read and construed as references to both the Investment Agreement as amended by this Agreement and to this Agreement.
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3.2
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Incorporation of terms
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The provisions of Clause 21 of the Investment Agreement shall be incorporated into this Agreement as if set out in full in this Agreement.
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Schedule 1
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1.
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Consortium Members definition
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1.1
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The definition of “Consortium Members” shall be deleted and replaced with the following:
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“Consortium Members” means each of Corsair 0, Xxxxxxx 0, Xxxxxxx 0, Xxxxxxxxxxxx 1, Centerbridge 2, Quivercourt (a wholly owned subsidiary of The Church Commissioners for England), RIT Capital Partners PLC and the Kuwait Investment Office (acting on behalf of the State of Kuwait in relation to the Future Generation Fund), or any other person who is admitted as a member of Lunar Investors (Holding) LLP from time to time;
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2.
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Undertaking in respect of the Consortium structure
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2.1
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The following new definitions shall be inserted:
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“Affiliated Fund” means:
(a) in relation to the Centerbridge Parties, Centerbridge 1 and Centerbridge 2 and any other fund managed or controlled by Centerbridge Partners, L.P.;
(b) in relation to the Corsair Parties, Corsair 1, Corsair 2 and Corsair 3 and any other fund managed or controlled by Corsair Capital LLC;
(c) in relation to Kuwait Investment Office (acting on behalf of the State of Kuwait in relation to the Future Generation Fund), the General Reserve Fund or, with the prior written consent of RBSG (not to be unreasonably withheld), any other fund managed or controlled by Kuwait Investment Office or the Kuwait Investment Authority;
(d) in relation to Quivercourt, the Church Commissioners for England and any entity that is (directly or indirectly) wholly-owned by the Church Commissioners for England;
(e) in relation to RIT Capital Partners plc, RIT Investments LP and any other fund managed or controlled by RIT Capital Partners plc;
“Centerbridge Parties” means Centerbridge 1 and Centerbridge 2 and any Affiliated Fund of a Centerbridge Party that is admitted as a member of Lunar Investors (Holding) LLP from time to time;
“Corsair Parties” means Corsair 1, Corsair 2 and Corsair 3 and any Affiliated Fund of a Corsair Party that is admitted as a member of Lunar Investors (Holding) LLP from time to time;
“Lunar Investors (Holding) LLP” means the limited liability partnership incorporated under the Limited Liability Partnership Xxx 0000, with registration number OC388117;
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2.2
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A new Clause 10.3 shall be inserted after Clause 10.2 as follows:
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10.3
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Undertaking in respect of Consortium structure
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10.3.1
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Subject to Clause 10.3.3, the Core Consortium Members and the Investor shall procure that, prior to the IPO, without the prior written consent of RBSG:
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4
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PROVIDED THAT nothing in this Clause 10.3.1 shall require the prior written consent of RBSG to be obtained in respect of:
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10.3.2
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Subject to Clause 10.3.3, the Core Consortium Members shall procure that, prior to the IPO, without the prior written consent of RBSG:
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***
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10.3.3
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Nothing in this Clause 10.3 shall require the prior written consent of RBSG to be obtained in respect of the entry into or enforcement of the security arrangements relating to the RBS Facility or any Qualifying Refinancing.
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3.
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Exchangeable Bonds Conditions
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3.1
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The form of Exchangeable Bonds Conditions is amended and restated at Appendix A to this Agreement.
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*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
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5
In witness whereof this Agreement has been duly executed.
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SIGNED by Xxxxxxx Xxxxxx
on behalf of The Royal Bank of
Scotland Group plc: |
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/s/ Xxxxxxx Xxxxxx | |||
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SIGNED by Xxxxxxx Xxxxxx
on behalf of The Royal Bank of
Scotland plc: |
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/s/ Xxxxxxx Xxxxxx | |||
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SIGNED by Xxxxxxx Xxxxxx
on behalf of National
Westminster Bank Plc: |
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/s/ Xxxxxxx Xxxxxx | |||
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SIGNED by Xxxxxxx Xxxxxx
on behalf of Xxxxxxxx & Glyn’s Limited:
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/s/ Xxxxxxx Xxxxxx | |||
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SIGNED by Xxxxx Xxxxxx
on behalf of Corsair IV-B FSCP AIV
II Cayman, L.P. (as Core Consortium Member): |
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/s/ Xxxxx Xxxxxx |
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SIGNED by Xxxxx Xxxxxx
on behalf of Corsair IV FSCP AIV II
Cayman, L.P. (as Core Consortium Member): |
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/s/ Xxxxx Xxxxxx |
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SIGNED by Xxxxx Xxxxxx
on behalf of Corsair Rainbow
Investor, L.P. (as Core Consortium Member): |
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/s/ Xxxxx Xxxxxx |
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SIGNED by Xxx X. Xxxxxxxxxx
on behalf of Centerbridge Capital
Partners SBS II (Cayman), L.P. (as Core Consortium Member): |
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/s/ Xxx X. Xxxxxxxxxx |
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SIGNED by Xxx X. Xxxxxxxxxx
on behalf of Centerbridge Capital
Partners II (Cayman), L.P. (as Core Consortium Member): |
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/s/ Xxx X. Xxxxxxxxxx |
7
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Executed by:
LUNAR INVESTORS LLP
acting by its designated members
LUNAR INVESTORS (HOLDING) LLP
and
LUNAR INVESTORS (NOMINEE) LIMITED
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/s/ Xxx X. Xxxxxxxxxx
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duly authorised on behalf of
CCP II CAYMAN GP, LIMITED
in its capacity as general partner of
CENTERBRIDGE GP INVESTORS II (CAYMAN), L.P.
in its capacity as general partner of
CENTERBRIDGE ASSOCIATES II (CAYMAN), L.P.
in its capacity as general partner of
CENTERBRIDGE CAPITAL PARTNERS II (CAYMAN), L.P.
in its capacity as designated member of
LUNAR INVESTORS (HOLDING) LLP
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/s/ Xxxxx Xxxxxx
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duly authorised on behalf of
CORSAIR CAPITAL LLC
in its capacity as general partner of
CORSAIR IV MANAGEMENT, L.P.
in its capacity as general partner of
CORSAIR IV FSCP AIV II CAYMAN, L.P.
in its capacity as designated member of
LUNAR INVESTORS (HOLDING) LLP
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxxx Xxxxx, Director of
LUNAR INVESTORS (NOMINEE) LIMITED
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8
Appendix A
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*** Thirty-five pages of material has been omitted pursuant to a request for confidential treatment and has been filed separately.
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9
