AMENDMENT NO. 1 TO THE ESCROW AGREEMENT
Ref: Escrow Agreement between Xxxxx Finance S.A., 00, xxx Xxxx Xxxxxx
Xxxxxxxx, X-0000 Xxxxxxxxxx (xxx "SELLER"); Triventura AG, c/x
Xxxxxxx, Schatti+Partner AG, Xxxxxxxxxxxx 00x, 0000 Xxxx / Switzerland
(the "BUYER"); and UBS AG, Xxxxxxxxxxxxxx 00, 0000 Xxxxxx /
Xxxxxxxxxxx (the "ESCROW AGENT"); dated 20 / 27 December 2005
Capitalized terms used in this Amendment shall have the same meanings as
assigned to them in the above mentioned Escrow Agreement.
WHEREAS the Principals have agreed to extend a deadline stated in article
4(3) of the SPA II from 30 June 2006 to 30 September 2006;
WHEREAS the Principals have agreed between them to adjust the Escrow
Agreement accordingly;
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1. ARTICLE 2.4 OF THE ESCROW AGREEMENT
Article 2.4 is deleted and replaced by the following new article
2.4:
quote
2.4. Notwithstanding articles 2.2 and 2.3 above, at any time
after SEPTEMBER 30, 2006 or any other date agreed in writing
between the Principals and communicated in writing to the
Escrow Agent, to the Seller if required by the Seller in
accordance with the sole instructions of the Seller.
unquote
2. OTHER ARTICLES UNCHANGED
All other articles of the Escrow Agreement shall remain
unchanged.
3. COUNTERPARTS
This Amendment shall be established and signed in three separate
counterparts, each of which shall be deemed to be an original but
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the
parties hereto or their respective duly authorized officers or
representatives in the place and as of the date written below.
for the Seller Place/date:
Philippe Foriel-Destezet Luxembourg, July 10, 2006
for the Buyer Place/date:
Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx Zurich, July 3, 2006
for the Escrow Agent: Place/date:
UBS AG
Mehdi Zaouia and Xxxx-Xxxxxx Xxxxxxx Zurich, July 10, 2006
