EXECUTION VERSION
Exhibit
(b)(2)
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EXECUTION
VERSION
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dated
31 MAY 2007
for
ASTRAZENECA
PLC
the
Borrower
arranged
by
CITIGROUP
GLOBAL MARKETS LIMITED
DEUTSCHE
BANK AG, LONDON BRANCH
HSBC
BANK PLC
AND
JPMORGAN
CAZENOVE LIMITED
WITH
HSBC
BANK PLC
acting
as Facility Agent
And
HSBC
BANK USA, NATIONAL ASSOCIATION
acting
as Swingline Agent
______________________________________________
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RELATING
TO A $15,000,000,000
FACILITY AGREEMENT INCORPORATING A US$ SWINGLINE FACILITY DATED 1 MAY 2007 |
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______________________________________________
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CONTENTS
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Clause
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Page
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1.
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Definitions
And Interpretation
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2
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2.
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Restatement
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3
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3.
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Representations
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3
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4.
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Continuity
And Further Assurance
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3
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5.
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Miscellaneous
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3
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6.
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Governing
Law
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3
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Schedule
1
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CONDITIONS
PRECEDENT
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4
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Schedule
2
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RESTATED
AGREEMENT
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5
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-
1
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THIS
AGREEMENT is dated 31 May 2007 and made between:
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(1)
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ASTRAZENECA
PLC (the
"Borrower");
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(2)
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THE
ORIGINAL LENDERS (as defined in
the Original Facility Agreement);
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(3)
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CITIGROUP
GLOBAL MARKETS LIMITED, DEUTSCHE BANK AG, LONDON BRANCH AND HSBC
PLC
as mandated lead arrangers and bookrunners and JPMORGAN
CAZENOVE LIMITED as mandated lead arranger (whether acting
individually or together the
"Arranger");
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(4)
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HSBC
BANK PLC as agent of the other Finance Parties (the
"Facility Agent");
and
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(5)
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HSBC
BANK USA NATIONAL ASSOCIATION as swingline agent of the other
Finance Parties (the "Swingline
Agent")
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IT
IS AGREED as follows:
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1.
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DEFINITIONS
AND INTERPRETATION
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1.1
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Definitions
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In
this
Agreement:
"Effective
Date" means the date on which the Facility Agent confirms to the
Lenders and the Borrower that it has received each of the documents listed
in
Schedule 1 (Conditions Precedent) in a form and substance satisfactory
to the Agent (acting reasonably).
"Original
Facility Agreement" means the $15,000,000,000 Facility Agreement dated
1 May 2007 between the Borrower, the Facility Agent and the
Arranger.
"Restated
Agreement" means the Original Facility Agreement, as amended by this
Agreement, the terms of which are set out in Schedule 2 (Restated
Agreement).
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1.2
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Incorporation
of defined terms
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(a)
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Unless
a contrary indication appears, a term defined in any other Finance
Document has the same meaning in this
Agreement.
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(b)
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The
principles of construction set out in the Original Facility Agreement
shall have effect as if set out in this
Agreement.
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1.3
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Clauses
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In
this
Agreement any reference to a "Clause" or a "Schedule" is, unless the context
otherwise requires, a reference to a Clause or a Schedule to this
Agreement.
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1.4
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Third
party rights
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A
person
who is not a party to this Agreement has no right under the Contracts (Rights
of
Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this
Agreement.
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2
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1.5
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Designation
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In
accordance with the Original Facility Agreement, each of the Borrower and the
Facility Agent designates this Agreement as a Finance Document.
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2.
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RESTATEMENT
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2.1
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Restatement
of the Original Facility
Agreement
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With
effect from the Effective Date the Original Facility Agreement shall be amended
and restated so that it shall be read and construed for all purposes as set
out
in Schedule 2 (Restated Agreement.)
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3.
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REPRESENTATIONS
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The
Repeating Representations are deemed to be made by the Borrower (by reference
to
the facts and circumstances then existing) on:
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(a)
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the
date of this Agreement; and
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(b)
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the
Effective Date.
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4.
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CONTINUITY
AND FURTHER ASSURANCE
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4.1
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Continuing
obligations
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The
provisions of the Original Facility Agreement and the other Finance Documents
shall, save as amended by this Agreement, continue in full force and
effect.
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4.2
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Further
assurance
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The
Borrower shall, at the request of the Facility Agent and at its own expense,
do
all such acts and things necessary or desirable to give effect to the amendments
effected or to be effected pursuant to this Agreement.
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5.
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MISCELLANEOUS
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5.1
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Incorporation
of terms
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The
provisions of Clause 31 (Notices), Clause 33 (Partial
Invalidity), Clause 34 (Remedies and waivers) and Clause 38
(Enforcement) of the Original Facility Agreement shall be incorporated
into this Agreement as if set out in full in this Agreement and as if references
in those clauses to "the Finance Documents" are references to this
Agreement.
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5.2
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Counterparts
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This
Agreement may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this
Agreement.
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6.
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GOVERNING
LAW
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This
Agreement is governed by English law.
This
Agreement has been entered into on the date stated at the beginning of this
Agreement.
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3
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SCHEDULE
1
CONDITIONS
PRECEDENT
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1.
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Borrower
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(a)
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A
copy of the constitutional documents of the Borrower or a certificate
of
the Borrower (signed by an authorised signatory) certifying that
the
constitutional documents previously delivered to the Facility Agent
for
the purposes of the Original Facility Agreement have not been amended
and
remain in full force and effect.
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(b)
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A
copy of a resolution of the board of directors of the
Borrower:
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(i)
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approving
the terms of, and the transactions contemplated by, this Agreement
and
resolving that it execute this Agreement;
and
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(ii)
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authorising
a specified person or persons to execute this Agreement on its
behalf.
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(c)
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A
specimen of the signature of each person authorised by the resolution
referred to in paragraph (b) above and who actually signs any Finance
Documents.
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(d)
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A
certificate of the Borrower (signed by an authorised signatory) certifying
that each copy document relating to it specified in this Schedule
1 is
correct, complete and in full force and effect as at a date no earlier
than the date of this Agreement.
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2.
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Legal
Opinions
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(a)
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A
legal opinion of Xxxxxxxx Chance LLP, legal advisers to the Arranger
and
the Agents in England, substantially in the form distributed to the
Lenders prior to signing this
Agreement.
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-
4
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SCHEDULE
2
RESTATED
AGREEMENT
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5
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SIGNATURES
THE
BORROWER
ASTRAZENECA
PLC
By:
/s/ Xxxxxxxxxxx Xxxxx
Address: 00
Xxxxxxxx Xxxx
Xxxxxx
X0X 0XX
THE
ARRANGER
CITIGROUP
GLOBAL MARKETS LIMITED
By:
/s/ Xxxxxxx Xxxxxx
Address: Citigroup
Centre
00
Xxxxxx
Xxxxxx
Xxxxxx
X00
0XX
DEUTSCHE
BANK AG, LONDON BRANCH
By:
/s/ Xxxxxxx Xxxxxxx-Xxxxx
Address: Winchester
house
0
Xxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
HSBC
BANK
PLC
By:
/s/ Xxxx Xxxxx
Address: 0
Xxxxxx Xxxxxx
Xxxxxx
X00
0XX
JPMORGAN
CAZENOVE LIMITED
By:
/s/ [signature illegible]
Address: 000
Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
THE
FACILITY AGENT
HSBC
BANK
PLC
By:
/s/ Xxxx Xxxxx
Address: 0
Xxxxxx Xxxxxx
Xxxxxx
X00
0XX
Fax: x00
0(00) 0000 0000
THE
SWINGLINE AGENT
HSBC
BANK
USA, NATIONAL ASSOCIATION
By:
/s/ Xxxx Xxxxx
Address:
0 XXXX Xxxxxx
00xx
Xxxxx
Xxxxxxx,
XX 00000
Fax:
00 0-000-000-0000
and
00-0-000-000-0000
Attention: Xxxxxx
Xxxxxx / Xxxx X Xxxxxxx
THE
ORIGINAL LENDERS
CITIBANK,
N.A., AS LENDER AND SWINGLINE LENDER
By:
/s/ Xxxxxxx Xxxxxx
Address: Citigroup
Centre
00
Xxxxxx
Xxxxxx
Xxxxxx
X00
0XX
DEUTSCHE
BANK AG, LONDON BRANCH, AS LENDER
By:
/s/ Xxxxxxx Xxxxxxx-Xxxxx
Address: Xxxxxxxxxx
Xxxxx
0
Xxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
DEUTSCHE
BANK AG, NEW YORK BRANCH, AS SWINGLINE LENDER
By:
/s/ Xxxxxxx Xxxxxxx-Xxxxx
Address: Floor
1, 00 Xxxxxx Xxxxxx
Xxxxxx
Xxxx
Xxx
Xxxxxx, XXX.
HSBC
BANK
PLC, AS LENDER AND SWINGLINE LENDER
By:
/s/ Xxxx Xxxxx
Address: 0
Xxxxxx Xxxxxx
Xxxxxx
X00
0XX
JPMORGAN
CHASE BANK, N.A., AS LENDER AND SWINGLINE LENDER
By:
/s/ Xxxx Xxxxxx
Address: 000
Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
