EXHIBIT 4.6
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
INVESTORS' AGREEMENT
AMENDMENT NO. 2 dated as of November 19, 2001 to the Amended and Restated
Investors' Agreement dated as of June 19, 2000, as amended (the "INVESTORS'
AGREEMENT").
W I T N E S S E T H:
WHEREAS, Xxxxxxx River Laboratories International, Inc., a Delaware
corporation (the "COMPANY"), and several stockholders from time to time parties
thereto have entered into the Investors' Agreement; and
WHEREAS, in order to permit a transfer by a Management Stockholder (as
defined in the Investors' Agreement) to a charitable organization, the Company,
DLJ Merchant Banking II, Inc. and B&L CRL, Inc. desire to amend the Investors'
Agreement as provided hereunder in accordance with Section 6.06 thereof.
NOW, THEREFORE, it is agreed as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Investors' Agreement has
the meaning assigned to such term in the Investors' Agreement. Each reference to
"hereof," "hereunder," "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Investors' Agreement shall, after this Amendment becomes
effective, refer to the Investors' Agreement as amended hereby.
SECTION 2. DEFINITIONS. Section 1.01(a) is hereby amended by adding the
following subclause (D) after subclause (iii)(C) of the definition "Permitted
Transferee":
", or (D) a charitable organization"
SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES OF SUCH STATE.
SECTION 4. EFFECTIVENESS. This Amendment will be effective as of the date
hereof when signed by the Company, DLJ Merchant Banking II, Inc. and B&L CRL,
Inc.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
19th day of November 2001.
XXXXXXX RIVER LABORATORIES,
INTERNATIONAL, INC.
By:
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Name:
Title:
DLJ MERCHANT BANKING II, INC.
By:
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Name:
Title:
B&L CRL, INC.
By:
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Name:
Title:
2
