EXHIBIT 11
SECOND AMENDMENT AGREEMENT
SECOND AMENDMENT AGREEMENT (the "Amendment") dated as of February 2, 2007 -
between XXXXXX BROTHERS FINANCE S.A. ("Party A") and SMITHKLINE XXXXXXX
CORPORATION ("Party B").
WITNESSETH
WHEREAS, Party A and Party B have entered into an ISDA Master Agreement
dated as of May 21, 2002, amended as of May 22, 2002 (collectively, the "Master
Agreement") and
WHEREAS, Party A and Party B wish to amend the Master Agreement and to have
the Master Agreement, as amended herein, govern the rights and obligations of
Party A and Party B with respect to each and every Transaction which is (a)
outstanding on the date hereof, and (b) entered into on or after the date
hereof,
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
Party A and Party B hereby acknowledge and agree as follows:
1. Certain Definitions. Unless otherwise defined herein, capitalized terms
used herein have the meanings specified in or pursuant to the Master Agreement.
2. Amendments.
2a. The opening paragraph in the Schedule to the Master Agreement entitled
"Scope of Agreement" is hereby deleted in its entirety and replaced
with the following:
"Party A and Party B have entered into confirmations dated 21 May 2002
and dated February 15, 2007 (the "CONFIRMATIONS") that are expressed
to be governed, subject to, and determined in accordance with the
terms and conditions set out in this Agreement. Such Confirmations
constitute the sole Confirmations for the purposes of this Agreement
and have the benefit of the Credit Support Documents set out in Part
4(f) to this Agreement. Party A and Party B intend that, subject to
any agreement to the contrary, such Confirmations shall evidence the
sole Transactions (the "TRANSACTIONS") with respect to this
Agreement."
2b. The definition of "Threshold Amount" in Part 1(c) of the Schedule to
the Master Agreement is hereby deleted in its entirety and replaced
with the following:
""THRESHOLD AMOUNT" means USD 100 million (or its equivalent in any
other currency) in the case of Party A, and USD 100 million (or its
equivalent in any other currency) in the case of Party B."
3. Except as specifically amended hereby, all of the terms and conditions
of the Master Agreement shall continue to be in full force and effect and shall
be binding upon the parties in accordance with their respective terms.
4. Each of the parties hereby represents and warrants that:
(a) the representation and warranties contained in the Master Agreement are
true on and as of the date hereof as if made by the party on and as of said
date, and
(b) the execution, delivery and performance of this Amendment are within
the party's corporate power and have been duly authorized by all necessary
corporate action, and this Amendment constitutes the legal, valid and binding
obligation of the party in accordance with its terms.
5. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.
6. This Amendment shall be construed in accordance with and be governed by
the laws of the State of New York (without reference to choice of law doctrine).
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers or authorized representatives as of the day and
year first above written.
XXXXXX BROTHERS FINANCE S.A. SMITHKLINE XXXXXXX CORPORATION
Party A Party B
/s/ Xxxxxxx Xxxx /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxx
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Title: Authorised Signatory Title: Vice President
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Date: February 15, 2007 Date: February 15, 2007
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/s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Director
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Date: February 15, 2007
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