AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of December 1, 1998, is among York
Capital Management, L.P. ("York Capital"), York Investment Limited ("York
Investment"), JGD Management Corp. ("JGD" and, together with York Capital and
York Investment, collectively, the "York Entities") and the other parties
signatory hereto with respect to shares of common stock (the "Shares") of Life
Technologies, Inc., a Delaware corporation (the "Company").
As of the date hereof, the York Entities own or control, directly or
indirectly, that number of Shares set forth after their names on the signature
page to this Agreement.
Each of the York Entities hereby agrees that, for a period of six months
from the date hereof, it shall not sell or otherwise dispose of any Shares,
including, without limitation, pursuant to open market sales, privately
negotiated transactions or tender offers, unless the parties hereto (other than
the York Entities) mutually agree to the contrary; provided, however, that the
York Entities shall be permitted to sell or otherwise transfer Shares among
themselves, provided that no such Shares are sold or otherwise transferred to
any individual or entity other than the York Entities. Each of the parties
hereto agrees that the York Entities shall be permitted to participate in any
sale of Shares agreed to by the parties hereto (other than the York Entities) on
a pro rata basis (based on the number of Shares owned by all of the parties
hereto as of the date hereof).
Each of the parties hereto agrees to bear its own costs and expenses
incurred in connection with its ownership of Shares, this Agreement and any
transaction entered into pursuant to this Agreement; provided, however, that the
York Entities shall share on a pro rata basis expenses incurred by the party for
the common benefit of all the parties hereto, subject to the limitation that the
York Entities shall not be responsible for more than $5,000 in pro rata expenses
pursuant hereto without their prior written consent. Each of the York Entities
hereby agrees to join with International Specialty Products Inc. in a Schedule
13D filing and any required amendments thereto.
Except for this Agreement, none of the York Entities is a party to any
other contract, understanding, relationship or arrangement with any other person
or entity with respect to any equity securities of the Company requiring
disclosure under Section 13(d) of the Securities Exchange Act of 1934, as
amended,
NYFS01...:\01\47201\0001\2037\AGRD028S.180
and the rules and regulations promulgated thereunder. Each of the York Entities
hereby agrees not to enter into any other such contract, understanding,
relationship or arrangement for a period of six months from the date hereof
without the written consent of the other parties hereto.
This Agreement sets forth the entire understanding of the parties hereto
with respect to the subject matter hereof. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of
the date written above.
YORK CAPITAL MANAGEMENT, L.P.
By: DINAN MANAGEMENT, L.L.C., its
General Partner
By:
---------------------------------
Xxxxx X. Xxxxx
Senior Managing Partner
Shares owned: 78,700
JGD MANAGEMENT CORP.
By:
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Xxxxx X. Xxxxx
President
Shares controlled: 23,100
YORK INVESTMENT, LTD.
By:
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Xxxxxxx X.X. Inter Reiden
Director
Shares owned: 129,600
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