HUNTINGDON LIFE SCIENCES GROUP PLC
HUNTINGDON LIFE SCIENCES LIMITED
HUNTINGDON LIFE SCIENCES INC.
THE BANKS
AND
XXXXXXXX GROUP INC.
AS AGENT
--------------------------------------------
AMENDMENT AGREEMENT
RELATING TO A
FACILITIES AGREEMENT
DATED 7 AUGUST 1998
--------------------------------------------
CONTENTS
Clause Page
1. Definitions and Interpretation.....................................1
2. Effective Date.....................................................2
3. Continuity and Further Assurance...................................2
4. Representations and Warranties.....................................2
5. Fees, Costs and Expenses...........................................3
6. Miscellaneous......................................................3
Schedule 1 Amendments to Original Agreement.............................4
THIS AMENDMENT AGREEMENT is made on 19 February 2001
BETWEEN
(1) HUNTINGDON LIFE SCIENCES GROUP PLC (the "Parent");
(2) HUNTINGDON LIFE SCIENCES LIMITED (the "HLSL");
(3) HUNTINGDON LIFE SCIENCES INC. (the "HLS");
(4) THE BANKS that are parties to the Amended Agreement; and
(5) XXXXXXXX GROUP INC. as the Agent.
WHEREAS
(A) By the Original Agreement (as defined below) the Banks (as therein
defined) made available a revolving loan facility to the Borrowers.
(B) The amounts advanced under the Original Agreement are secured, inter
alia, by fixed and floating charges and ranked according to an
intercreditor agreement dated 7 August 1998.
(C) National Westminster Bank plc has pursuant to the Sale and Release
Agreement (as defined below) been replaced by HLSF LLC as "Bank" and by
Xxxxxxxx Group Inc. as "Agent" under and in relation to the Original
Loan Agreement and, where relevant under the Security, as trustee.
(D) The parties have agreed that the Original Agreement shall be amended
as set out in this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
"Amended Agreement" means the Original Agreement, as amended from
time to time and by this Agreement.
"Effective Date" means the 20th January 2001.
"OriginalAgreement" means the facilities agreement dated
7 August 1998 (replacing a facilities agreement dated 1 November 1995)
relating to a revolving loan facility of (pound)24,500,000 between
amongst others, the Parent, HLSL, HLS, the Banks, and the Agent
(each as defined therein) as amended from time to time.
"Sale and Release Agreement" means the sale and release agreement
dated 20 January 2001 between amongst others, National Westminster Bank
Plc, The Royal Bank of Scotland plc, the Parent, HLSL, HLS,
HLSF LLC and Xxxxxxxx Group Inc.
1.2 Incorporation of Defined Terms
Terms defined in the Original Agreement shall, unless otherwise
defined herein, have the same meaning herein and the principles of
construction set out in clause 1.3 of the Original Agreement shall
have effect as if set out in this Amended Agreement.
1.3 Clauses
In this Agreement any reference to a "Clause" or "Schedule" is, unless
the context otherwise requires, a reference to a Clause or Schedule
hereof. Clause headings are for ease of reference only.
2. EFFECTIVE DATE
2.1 Amendment of the Original Agreement
With effect from the Effective Date, the Original Agreement shall be
amended so as to incorporate all the amendments set out in
Schedule 1 (Amendments to Original Agreement) so that, with effect
from the Effective Date, the Original Agreement shall be read and
construed as so amended.
3. CONTINUITY AND FURTHER ASSURANCE
3.1 Continuing Obligations
The provisions of the Original Agreement shall, save as amended hereby,
continue in full force and effect and the Original Agreement and this
Agreement shall be read and construed as one instrument and, without
prejudice to the foregoing, the Agent will hold the Security on behalf
of the Secured Parties.
3.2 Further Assurance
Each of the parties shall, at the request of the Agent, do all such
acts and things necessary or desirable to give effect to the amendments
effected or to be effected pursuant to this Agreement.
4. REPRESENTATIONS AND WARRANTIES
Each of the parties represents and warrants to each of the others that:
4.1 Corporate Power
it has power to execute, deliver and perform its obligations under this
Agreement; all necessary corporate, shareholder and other action has
been taken to authorize the execution, delivery and performance of this
Agreement and this Agreement constitutes its valid and legally binding
obligations enforceable in accordance with its terms; and
4.2 No conflict with other obligations
the execution and delivery of, the performance of its obligations
under, and compliance with the provisions of, this Agreement
will not (i) contravene any existing applicable law, statute, rule or
regulation or any judgment, decree or permit to which it is subject,
(ii) conflict with, or result in any breach of any of the terms of,
or constitute a default under, any agreement or other instrument to
which it is a party or is subject or by which it or any of its property
is bound or (iii) contravene or conflict with any provision of
its constitutional documents or by-laws.
5. FEES, COSTS AND EXPENSES
Pursuant to clause 16.1(i) (Expenses), the Parent shall, from time
to time on demand of the Agent and the Banks, reimburse the Agent
and the Banks for all reasonable expenses (including legal fees)
together with any VAT thereon incurred by it in connection
with the negotiation, preparation and execution of this Agreement.
6. MISCELLANEOUS
6.1 Incorporation of Terms
The provisions of clause 17(Severability, Waivers, Remedies Cumulative)
and clause 24 (Law and Jurisdiction) of the Original Agreement shall be
incorporated into this Agreement as if set out in full herein and as if
references therein to "this Agreement" were references to this
Agreement.
6.2 Counterparts
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument
and such counterparts may be delivered by facsimile with original
following by courier.
AS WITNESS the hands of duly authorized representatives of the parties hereto
the day and year first before written.
SCHEDULE 1
AMENDMENTS TO ORIGINAL AGREEMENT
1. In Clause 1.2 (Definitions):
(i) delete: ""Commitment Period" means the period starting on the
date hereof and ending on 30th August 2000" and replace with
""Commitment Period" means the period starting on the date
hereof and ending 29 June 2006";
(ii) delete: ""Final Repayment Date" means 31 August 2000" and
replace with ""Final Repayment Date" means 30 June 2006";
(iii) delete: ""FNBM" means the First National Bank of Maryland"
and replace with ""Allfirst" means Allfirst Bank (formerly
the First National Bank of Maryland";
(iv) delete: ""Margin" means, (i) 1.75 percent per annum in respect
of drawings up to (pound)19,500,000 in aggregate under the
Revolving Credit Facility; and (ii) subject to clause 6.6, 1.0
percent per annum in respect of that portion of the drawings
which for the time being are in excess of (pound)19,500,000 in
aggregate under the Revolving Credit Facility" and replace
with ""Margin" means 1.75 percent per annum";
2. Replace all references to "FNBM" with "Allfirst".
3. A new clause 1.2.2(f) shall be added to read:
"The Group shall take all reasonable steps as soon as practicable to
sell off such of its assets and undertaking as may be necessary to
discharge in full all of the Group's obligations under this Agreement
and shall procure that the sale proceeds of such assets and undertaking
shall, net of the costs and expenses of such sale, be remitted as soon
as practicable to the Agent or the Banks as required under the
Intercreditor Agreement in place in relation hereto (originally dated 7
August 1998 and most recently amended on or about 25 January 2001)"
4. Replace Schedule 1 with the following:
SCHEDULE 1
THE BANKS
Bank and Lending Office Commitment(pound) Commitment Percentage
----------------------- ----------------- ---------------------
1. HLSF LLC 16,269,856.35 72.03575
Address for Notices
-------------------
x/x Xxxxx Xxxx, Xxxxx 0000
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Attn: Finance Officer
2. Allfirst Bank (formerly 3,556,653 15.74729
The First National Bank of
Maryland)
Address for Notices
-------------------
00 Xxxxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxx of America
Attn: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
3. Comerica Bank 2,759,300.53 12.21696
Address for Notices
-------------------
P. O. Xxx 00000
Xxxxxxx, XX 00000-0000
Xxxxxx Xxxxxx of America
Attention: Xxxxx X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
SIGNATURES
The Borrowers
SIGNED for and on behalf of )
HUNTINGDON LIFE SCIENCES )
GROUP PLC )
by: Xxxxxx Xxxxx
SIGNED for and on behalf of )
HUNTINGDON LIFE SCIENCES )
LIMITED )
by: Xxxxxx Xxxxx
SIGNED for and on behalf of )
HUNTINGDON LIFE SCIENCES INC. )
by: Xxxxxx Xxxxx )
Agent
SIGNED for and on behalf of )
XXXXXXXX GROUP INC. )
by: Xxxxxx Xxxxxxxx-Xxxxxxx )
The Banks
SIGNED for and on behalf of )
HLSF LLC )
by: Xxxxxx Xxxxxxxx-Xxxxxxx )
SIGNED for and on behalf of )
ALLFIRST BANK )
by: X. Xxxxx )
SIGNED for and on behalf of )
COMERICA BANK )
by: Xxxxx Xxxxxx )
