Exhibit 10.3
GECS/CAN.22.1
20 September 1999
Second Supplemental investment agreement
between
Inveresk Research Group Limited
Xxxxxx Xxxxx and others
and
Candover Investments PLC and others
Contents Page
-------- ----
1. Interpretation 1
2. Amendment of Investment Agreement 2
3. Fees and expenses 2
4. Counterparts 2
5. Applicable law 2
Schedules
Schedule 1 The Directors
Schedule 2 The Investors
Schedule 3 Worked Example of the Ratchet
THIS AGREEMENT IS MADE ON 20 SEPTEMBER 1999
between
(1) INVERESK RESEARCH GROUP LIMITED (registered number 198206) having its
registered office at Elphinstone Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx XX00
0XX ("Xxxxx");
(2) THE PERSONS whose names are set out in Schedule 1 (together the
"Directors" and each a "Director"); and
(3) THE PERSONS whose names and addresses are set out in Schedule 2 (together
the "Investors" and each an "Investor")
WHEREAS
(A) Pursuant to an investment agreement dated 4 September 1999 (the
"Investment Agreement") the Directors and the Investors agreed to invest
in Newco for the purposes of and subject to the terms and conditions of
the Investment Agreement.
(B) The parties have agreed to enter into this Agreement which is
supplementary to the Investment Agreement.
IT IS HEREBY AGREED as follows:
1. Interpretation
1.1 Unless the context otherwise requires, expressions defined in the
Investment Agreement shall have the same meaning in this Agreement.
1.2 Reference to "Recitals", "Clauses" and "Schedules" and to
sub-divisions thereof are to recitals and clauses of and the
schedules to this Agreement and sub-divisions thereof. The Schedules
shall form part of this Agreement.
1.3 The headings in this Agreement are for convenience only and shall
not affect its construction or interpretation.
1.4 Unless the context otherwise requires:
1.4.1 words denoting the singular shall include the plural and vice versa;
1.4.2 words denoting a gender shall include all genders; and
1.4.3 references to persons shall include natural persons, bodies
corporate, unincorporated associations, partnerships, joint
ventures, trusts or other entities or organisations of any kind,
including (without limitation) government entities (or political
subdivisions or agencies or instrumentalities thereof).
2
2. Amendment of Investment Agreement
The addition of a new clause 5.4 of the Investment Agreement to be
inserted at the end of the existing clause 5.3 of the Investment
Agreement as follows:
"5.4 The parties agree and acknowledge that the document set out in
Schedule 3 to the second supplemental investment agreement
dated 20 September 1999 between the parties thereto named
"Worked Example of the Ratchet" is a worked example of the
intended commercial effect of the provisions of the Schedule
to the Articles".
3. Fees and expenses
All legal and accountancy fees (plus any expenses and VAT) of the
Investors in relation to this Agreement shall be for the account of
Newco and shall be payable on the date of completion of the
Investment Agreement.
4. Counterparts
This Agreement may be executed in any number of counterparts by the
different parties hereto on separate counterparts, each of which
when executed and delivered shall constitute an original, but all of
which shall together constitute one and the same instrument.
5. Applicable law
This Agreement shall be governed by and construed in accordance with
English law and all the parties hereto irrevocably submit to the
non-exclusive jurisdiction of the High Court in London as regards
any claim, dispute or matter arising out of or relating to this
Agreement or any of the documents to be executed pursuant to it.
AS WITNESS WHEREOF this Agreement has been executed on the date first above
written.
3
Schedule 1
The Directors
Xxxxxx Xxxxx
Ian Sword
Xxxxxxx Xxxxxx
4
Schedule 2
The Investors
Name & Address
Candover Investments PLC
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Candover Trustees Limited
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxxx 0000 XX Limited
Partnership, 00 Xxx Xxxxxx,
Xxxxxx XX0X 0XX acting by
their general partner Candover
Partners Limited
Candover 1997 UK No 2
Limited Partnership, 00
Xxx Xxxxxx, Xxxxxx XX0X 0XX
acting by their general partner
Candover Partners Limited
Candover 1997 US No 1
Limited Partnership, 00 Xxx
Xxxxxx, Xxxxxx XX0X 0XX
acting by their general partner
Candover Partners Limited
Candover 1997 US No 2
Limited Partnership, 00 Xxx
Xxxxxx, Xxxxxx XX0X 0XX
acting by their general partner
Candover Partners Limited
Candover 1997 US No 3
Limited Partnership)20 Xxx
Xxxxxx, Xxxxxx XX0X 0XX
acting by their general partner
Candover Partners Limited
5
Schedule 3
Worked Example of the Ratchet
6
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Inveresk Research Group Limited ) _____________________________
acting by Xxx Xxxx, director, ) Director
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
Xxxx Xxxxxxxx Xxxxxxxxx
Full Name __________________________________
00 Xxxxxx Xx.
Xxxxxxx __________________________________
Edinburgh
__________________________________
__________________________________
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover Investments PLC ) _____________________________
acting by Xxx Xxxx, director, ) Director
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
Full Name __________________________________
As above
Address __________________________________
__________________________________
__________________________________
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover Trustees Limited ) _____________________________
acting by Xxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
Full Name __________________________________
As above
Address __________________________________
__________________________________
__________________________________
7
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 UK Limited Partnership ) _____________________________
acting by Xxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
Full Name __________________________________
As above
Address __________________________________
__________________________________
__________________________________
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 UK No 2 Limited Partnership ) _____________________________
acting by Xxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
Full Name __________________________________
As above
Address __________________________________
__________________________________
__________________________________
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 US No 1 Limited Partnership ) _____________________________
acting by Xxx Xxxx as their attorney ) Attorney
in the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
Full Name __________________________________
As above
Address __________________________________
__________________________________
__________________________________
8
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 US No 2 Limited Partnership ) _____________________________
acting by Xxx Xxxx as their attorney in ) Attorney
the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
As Above
Full Name __________________________________
Address __________________________________
__________________________________
__________________________________
Signed as a deed for and on behalf of ) /s/ Xxx Xxxx
Candover 1997 US No 3 Limited Partnership ) _____________________________
acting by Xxx Xxxx as their attorney in ) Attorney
the presence of this witness: )
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
As Above
Full Name __________________________________
Address __________________________________
__________________________________
__________________________________
) /s/ Xxxxxx Xxxxx
Signed as a deed by Xxxxxx Xxxxx ) _____________________________
in the presence of this witness: ) Xxxxxx Xxxxx
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
As Above
Full Name __________________________________
Address __________________________________
__________________________________
__________________________________
) /s/ Ian Sword
Signed as a deed by Ian Sword ) _____________________________
in the presence of this witness: ) Ian Sword
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
As Above
Full Name __________________________________
Address __________________________________
__________________________________
) /s/ Xxxxxxx Xxxxxx
Signed as a deed by Xxxxxxx Xxxxxx ) _____________________________
in the presence of this witness: ) Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxxxxxx
Witness __________________________________
As Above
Full Name __________________________________
Address __________________________________
__________________________________
__________________________________
