Exhibit 10.6
EDINBURGH
OUR REF PEC/GECS/CAN.22.5
DATE 3 April 2001
Inveresk Research Group Limited
Instrument
Constituting L44,734,481 Unsecured
Subordinated Loan Stock 2008
This Instrument (together with the Original
Instrument (as defined herein)) is subject to the
terms of an Intercreditor Deed executed of even date
amongst, inter alia, the Company (as defined herein)
and Bear Xxxxxxx Corporate Lending Inc. as agent and
security trustee.
Xxxxxx Xxxxxx [LOGO] Spens
SOLICITORS
0 XXXXXXXXXX XXXXXX
XXXXXXXXX XX0 0XX
DX EDINBURGH BOX NO 137 TEL.: 0000 000 0000
THIS INSTRUMENT is made by way of deed on 3rd April, 2001'
BY INVERESK RESEARCH GROUP LIMITED (registered number 198206) whose registered
office is at Elphinstone Research Centre, Tranent, Edinburgh EH33 2NE (the
"Company").
WHEREAS:
(A) The Company, pursuant to a resolution of its board of directors passed
on 20 September, 1999 created and authorised the issue of a maximum
nominal amount of L27,037,500 Unsecured Subordinated Loan Stock 2008
(the "Original Loan Stock") which loan stock was constituted pursuant
to a loan note instrument dated 20 September, 1999 (the "Original
Instrument").
(B) In terms of Clause 10 of the Original Instrument, the Company may
resolve to create and issue further loan stock identical in all
respects and to form a single series with the Original Loan Stock.
(C) The Company has, by resolution of its board of directors passed on 3
April, 2001, created and authorised the further issue of a maximum
nominal amount of L44,734,481 Unsecured Subordinated Loan Stock 2008
(the "New Loan Stock") to be constituted on the same terms and
conditions as the Original Instrument other than as amended by this
Supplemental Instrument.
BY THIS DEED THE COMPANY DECLARES AND COVENANTS AS FOLLOWS:-
1. Definitions and Interpretation
1.1 The definitions and rules of interpretation in Clause 1 of the Original
Instrument shall apply to and govern the interpretation of this
Supplemental Instrument as if references in the Original Instrument to
"Loan Stock" included the New Loan Stock constituted by this
Supplemental Instrument, unless the contrary is expressly stated and,
in addition, the following words and expressions shall have the
following meanings:
"Bank" means Bear Xxxxxxx Corporate Lending Inc. as Agent for and on
behalf of the Finance Parties (as such terms are defined in the
Facilities Agreement between the Company and Bear Xxxxxxx Corporate
Lending Inc. in various capacities dated 22 February, 2001) and its
successors and assignees as Agent;
"Intercreditor Deed" means the intercreditor deed dated on or around
the date of this Instrument between, inter alia, Bear Xxxxxxx Corporate
Lending Inc. and the Company.
1.2 With effect from the date of this Instrument the definition of "Bank"
in the Original Instrument shall be deleted and replaced with the
definition of "Bank" in this Supplementary Instrument.
1.3 With effect from the date of this Instrument the definition of
"intercreditor agreement" in the Original Instrument shall be amended
to read "means the intercreditor deed dated on or around 3 April, 2001
between the Company, the Bank, the Stockholders and others as the same
may be amended, or supplemented from time to time".
2. Amount of the New Loan Stock
2.1 The aggregate nominal amount of the New Loan Stock constituted by this
instrument is limited to L44,734,481.
3. Status of the Loan Stock
3.1 The New Loan Stock represents a direct and unsecured obligation of the
Company for the due and punctual payment of the principal in respect of
it and for the performance of all the obligations of the Company with
respect to it.
3.2 Subject to the Intercreditor Deed, the New Loan Stock when issued will
rank pari passu equally and rateably without discrimination or
preference as unsecured obligations of the Company and with all other
unsecured indebtedness of the Company expect to the extent provided by
law.
3.3 The New Loan Stock shall form a single series with the Original Loan
Stock.
4. Interest
4.1 In Clause 7.1 of Schedule 2 to the Original Instrument, in relation to
the New Loan Stock only, the references to 31 December, 1999 shall be
deleted where they appear on the seventh and eighth lines thereof, and
shall be substituted with 30 June, 2001.
4.2 In Clause 7.3 of the Original Instrument, the word "Loan" shall be
added before the word "Stock" where it appears on the fourth and fifth
lines thereof.
4.3 A new clause 7.7 shall be inserted at Schedule 2 to the Original
Instrument, as follows:
"7.7 Without prejudice to the Company's obligations hereunder,
where the Company fails to pay the interest due on any
Interest Payment Date on or after 31 December, 2001 (as a
result of any prohibition set out in the Inter Creditor Deed
or otherwise) that interest shall be added to the principal
amount of the Loan Stock on such Interest Payment Date (and
there shall also be added to the principal amount of the Loan
Stock on 30 June, 2001 all other interest which has become
due on any Interest Payment Date prior to that date but has
not been paid) and, for the avoidance of doubt, such interest
shall be treated as principal and thereafter interest thereon
shall accrue and shall be payable in accordance with the
provisions of this Instrument so that the term "Loan Stock"
when used in this Instrument shall include such unpaid
interest as if it has been principal from the date of this
Instrument."
4.4 Clause 7.7 of Schedule 2 to the Original Instrument shall be
re-numbered Clause 7.8.
IN WITNESS whereof this instrument has been executed as a deed and has been
delivered on the date first above written.
EXECUTED as a deed by )
INVERESK RESEARCH GROUP LIMITED )
acting by:- )
)
)
Director /s/ Xxx X. Xxxxx )
)
Director/Secretary )
/s/ Xxxxxx Xxxxx
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