THIS THIRD SUPPLEMENTAL DEED is made this 7th day of August 1998
BETWEEN:-
1. HUNTINGDON LIFE SCIENCES GROUP PLC, a Company incorporated under the
laws of England and Wales with registered number 502370 of Xxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxxx XX00 0XX ("the Chargor");
and
2. NATIONAL WESTMINSTER BANK PLC of 3rd Floor, Juno Court, 00 Xxxxxxxx
Xxxxxx, Xxxxxx X0 0XX as agent and trustee for the Secured Parties
(the "Agent" which expression shall include all successor agents
appointed from time to time).
WHEREAS
(A) By a Facilities Agreement of even date herewith made between the
Chargor (1), Huntingdon Life Sciences Limited (2), Huntingdon Life
Sciences Inc. (3), the Secured Parties (therein called the "Banks")
(4) and the Agent (5) ("the Facilities Agreement"), the Banks agreed
to make available to the Borrowers (as therein defined) certain
facilities in substitution for the Existing Facilities (as therein
defined);
(B) The Existing Facilities, the Existing Ancillary Facilities and the
Bridging Facility (as defined in the Facilities Agreement) are the
only facilities which immediately prior to the signing of this Deed
were available to the Borrowers from the Banks or any or them (alone
or jointly with any other person);
(C) This Deed is supplemental to a Guarantee and Debenture dated 1st
November 1995 between the parties hereto (as amended and supplemented
by Supplemental Deeds dated 20th January 1998 and 26th February 1998,
together hereinafter referred to as "the Debenture")
NOW THIS DEED WITNESSETH as follows:-
1 (a) In this Deed (including the recitals), unless the context
otherwise requires or unless otherwise defined or provided
for in this Deed, words and expressions shall have the same
meanings as are attributable to them under the Debenture and
the Facilities Agreement; and
(b) Clause 2.1 of the Debenture shall be amended by the
insertion of the words "when and to the extent that they fall
due for payment" after the words "that it will".
2. The right of the Agent to give notice and to take possession
and appoint a Receiver pursuant to Clause 7.1 of the Debenture
shall be exercisable only in accordance with Clause 13.4 of
the Facilities Agreement.
3. The provisions of Clause 7.2 of the Debenture shall, subject
to Clause 8 below, have effect only if, following a breach of
Clause 12.3(a) of the Facilities Agreement which constitutes
a Default under Clause 13.1(b) thereof or following a Default
described in Clause 13.1(f) thereof, the Agent gives notice
pursuant to Clause 13.2 of the Facilities Agreement and a
Receiver or Receivers are appointed over the whole of the
property, assets and undertaking of any of the Borrowers.
4. The Agent may only serve notice and exercise its rights under
Clause 10.1 of the Debenture if it has given notice in
accordance with Clause 13.2 of the Facilities Agreement.
5. The Agent may only serve notice and exercise its rights under
Clause 11.1 of the Debenture after notice has been given in
accordance with Clause 13.2 of the Facilities Agreement OR,
in the case of an application to the Court for an
administration order, only in the circumstances described in
Clause 13.1(j) of the Facilities Agreement.
6. Without prejudice to any set-off pursuant to insolvency
legislation and notwithstanding any other provisions of the
Debenture or this Deed, neither the Agent nor the Secured
Parties (or any of them) shall have(i) any right whether
under Clause 14 of the Debenture or otherwise
howsoever to combine, consolidate, set off or transfer
(save for a transfer pursuant to Clause 14.2.3 of the
Facilities Agreement) any sums from time to time standing
to the credit of the Deposit Account or (ii) any rights or
remedies over such sums save for the exercise of the
Agent's rights under the Debenture in accordance with the
provisions of Clause 8 below.
7. The provisions of Clause 23 of the Debenture shall be subject
to any provisions inconsistent therewith in the Facilities
Agreement, which latter provisions shall prevail.
8. Notwithstanding any of the provisions of this Deed or the
Debenture:-
(a) none of the rights, powers and remedies granted to the
Agent pursuant to the Debenture shall be exercisable in
relation to the sums from time to time standing to the
credit of the Deposit Account; and
(b) the Chargor shall be entitled at all times to withdraw
monies from the Deposit Account for the general working
capital requirements of the Group, subject only to
Clause 14.2.2 of the Facilities Agreement;
unless (i) the Agent has made a demand for payment pursuant
to Clause 13.2 of the Facilities Agreement and has appointed
a Receiver or Receivers over the whole of the property,
assets and undertaking of any of the Borrowers pursuant to
Clause 11.1 of the Debenture as amended hereby OR (ii) an
administration order has been made in relation to any of the
Borrowers pursuant to section 8 of the Insolvency Act 1986
(or any statutory modification or re-enactment thereof from
time to time in force).
9. In the event of any inconsistency between the provisions
hereof and the provisions of the Facilities Agreement the
latter shall prevail.
10. Subject to the provisions hereof the Debenture shall continue
in full force and effect.
11. This Deed shall be governed by and construed and interpreted
in accordance with English law.
12. Every provision contained in this Deed shall be severable and
distinct from every other such provision and if at any time
any one or more of such provisions is or becomes invalid,
illegal or unenforceable, the validity, legality and
enforceability of the remaining such provisions shall not in
any way be affected thereby.
13. This Deed may be executed in any number of counterparts and
all such counterparts shall be deemed to constitute one and
the same instrument.
IN WITNESS whereof the Chargor and the Agent have signed this Deed as a deed
with the intention that it be delivered the day and year first before written.
Signed as a Deed by )
HUNTINGDON LIFE SCIENCES GROUP PLC )
acting by two Directors or one Director )
and its Secretary )
Signed as a Deed for and on behalf of )
NATIONAL WESTMINSTER BANK PLC
