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EXHIBIT 99.01
SUPPLEMENTAL AGREEMENT
to
REGISTRATION RIGHTS AGREEMENT
by and among
QUINTILES TRANSNATIONAL CORP.
and
CERTAIN SHAREHOLDERS PARTY THERETO
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This Supplemental Agreement is dated as of February 11, 1997 and is being
entered into by and among Quintiles Transnational Corp., a North Carolina
Corporation ("Quintiles") and the other persons who have signed this Agreement.
RECITALS
WHEREAS, this Agreement is supplemental to the Registration Rights
Agreement dated as of November 29, 1996 made between Quintiles and, among
others, the Holders listed in Annex A thereto (the "RRA").
WHEREAS, the parties who have signed this Agreement constitute, in
accordance with clause 11(b) of the RRA, at least 90% of the outstanding
Registerable Securities, and wish to amend the RRA in the manner set forth
below.
THEREFORE, in consideration of the premises and agreements contained
herein the parties agree as follows:
1. DEFINITIONS
Unless otherwise indicated herein, terms defined in the RRA, shall have the
same meanings herein.
2. AMENDMENT TO SECTION 2.1 RRA
2.1 The Existing Holders having notified the parties to the RRA that they have
elected to include and sell only 20,600 shares of Common Stock in the
proposed Initial Secondary Offering (out of their entitlement to sell
300,000 shares of Common Stock pursuant to Section 2.1(b) of the RRA), the
parties hereto agree, subject to Section 2.2 below, that the Existing
Holders' entitlement to participate in the Initial Secondary Offering in
respect of the unused entitlement of 279,400 shares of Common Stock (the
"Unused Entitlement") be reallocated as follows:
(i) that Quintiles' entitlement pursuant to Section 2.1(a) of the RRA to
issue and sell up to one million shares of its authorized but unused
Common Stock is hereby increased to 1,175,000 shares of Common Stock;
(ii) the balance of the Unused Entitlement (i.e., 104,400 shares of Common
Stock) or such amount specified in Sub-section 2.1(i) above which
Quintiles is entitled to include in the Initial Secondary Offering
pursuant to such Sub-section but which Quintiles has elected not to so
include, shall be allocated amongst the parties to the RRA in
accordance with the RRA and the Orderly Marketing Agreement dated as
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of November 29, 1996, entered into by and among the Holders specified
therein.
2.2 The reallocation to Quintiles of 175,000 shares of Common Stock from the
Unused Entitlement is conditioned on the aggregate number of shares of
Common Stock to be offered in the proposed Initial Secondary Offering
being not less than 4,000,000. If less than 4,000,000 shares of Common
Stock are so sold, Quintiles's additional entitlement to sell
175,000 shares of Common Stock shall cease to apply and the proportion and
number of shares of Common Stock to be sold in the Initial Secondary
Offering by Quintiles, the Existing Holders and the Holders shall be
determined in accordance with Section 2.1(b) of the RRA.
3. MISCELLANEOUS
3.1 The provisions of Section 11 of the RRA are incorporated into this
Supplemental Agreement.
3.1 Save to extent expressly specified in this Agreement, the provisions of
the RRA and the Orderly Marketing Agreement shall remain in full force and
effect and are not amended hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President,
Chief Administrative and
Legal Officer and Secretary
/s/ Xxxxxx Xxxxxxx Xxxxx
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XXXXXX XXXXXXX XXXXX
/s/ Xxxxxx X. Xxxxx (nee Xxxxxxx)
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XXXXXX XXXXXXX
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/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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TRUSTEES OF THE XXXXXX XXXXX
CHILDREN'S SETTLMENT NO. 1
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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TRUSTEES OF THE XXXXXX XXXXX
CHILDREN'S SETTLEMENT NO. 2
/s/ I. Mc. Xxxxxxx as Attorney
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HSBC PRIVATE EQUITY INVESTMENTS
LIMITED
/s/ I. Mc. Xxxxxxx as Attorney
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LLOYDS DEVELOPMENT CAPITAL
LIMITED
/s/ I. Mc. Xxxxxxx as Attorney
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MSS NOMINEES LIMITED
(ACCOUNT 758170)
/s/ I. Mc. Xxxxxxx as Attorney
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MSS NOMINEES LIMITED
(ACCOUNT 758979)
/s/ I. Mc. Xxxxxxx as Attorney
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MSS NOMINEES LIMITED
(ACCOUNT 757549)
/s/ I. Mc. Xxxxxxx as Attorney
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MSS NOMINEES LIMITED
(ACCOUNT 778392)
/s/ I. Mc. Xxxxxxx as Attorney
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GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H715)
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/s/ I. Mc. Xxxxxxx as Attorney
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GENERAL ACCIDENT EXECUTOR AND
TRUSTEE COMPANY LIMITED
(ACCOUNT H716)
/s/ Xxxx Xxxxx as Attorney
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XXXXX XXXX XXXXXXXXX
/s/ Xxxx Xxxxx as Attorney
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XXXXXX XXXXXX
/s/ Xxxx Xxxxx as Attorney
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XXXXX XXXXXXX WHITE
/s/ Xxxx Xxxxx as Attorney
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XXXXX XXXXXX FLEET
/s/ Xxxx Xxxxx as Attorney
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XXXXX XXXXXX XXXXXX
/s/ Xxxx Xxxxx as Attorney
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XXXXXXXX XXXXXXX XXXXXX
/s/ Xxxx Xxxxx as Attorney
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XXXX X. XXXXX
/s/ Xxxx Xxxxx as Attorney
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XXXXX XXXXX
/s/ Xxxx Xxxxx as Attorney
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XXXXXXXX XXXX McCOOKE
/s/ Xxxx Xxxxx as Attorney
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XXXXXXX X. XXXXX-XXXXXXXX
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/s/ Xxxx Xxxxx as Attorney
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XXXX XXXXX AND
XXXXXXX XXXX XXXXX, AS TRUSTEES
OF THE TRUST CREATED BY XXXX
XXXXX AND DATED OCTOBER 4, 1996
/s/ Xxxx Xxxxx as Attorney
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XXXX XXXXX AND
XXXXXXX XXXX XXXXX, AS TRUSTEES
OF THE NO. 2 TRUST CREATED BY XXXX
XXXXX AND DATED OCTOBER 4, 1996
/s/ Xxxx Xxxxx as Attorney
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XXXXXXXX X. McCOOKE AND
XXXXX McCOOKE, AS TRUSTEES OF
THE NO. 1 TRUST CREATED BY
XXXXXXXX XXXX McCOOKE AND
DATED OCTOBER 4, 1996
/s/ Xxxx Xxxxx as Attorney
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XXXXXXXX X. McCOOKE AND
XXXXX McCOOKE, AS TRUSTEES OF
THE NO. 2 TRUST CREATED BY
XXXXXXXX XXXX McCOOKE AND
DATED OCTOBER 4, 1996
/s/ Xxxx Xxxxx as Attorney
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XXXXXXXX XXXXXX AND
XXX. XXXXX XXX XXXXXX, AS
TRUSTEES OF THE TRUST CREATED BY
XXXXXXXX XXXXXXX XXXXXX AND
DATED OCTOBER 4, 1996
/s/ Xxxx Xxxxx as Attorney
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XXXXXX XXXXXX AND
XXXX XXX XXXXXXX XXXXXX, AS
TRUSTEES OF THE TRUST CREATED BY
XXXXXX XXXXXX AND DATED
OCTOBER 4, 1996
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/s/ Xxxx Xxxxx as Attorney
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XXXXX XXXXX AND
XXXXX XXXXX, AS TRUSTEES OF THE
TRUST CREATED BY XXXXX XXXXX AND
DATED OCTOER 4, 1996
/s/ Xxxx Xxxxx as Attorney
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XXXXXXXXXXX X. XXXXXX AND
XXX. XXXXXX XXXXXX, AS TRUSTEES
OF THE TRUST CREATED BY
XXXXXXXXXXX X. XXXXXX AND DATED
OCTOBER 4, 1996
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