AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARLES RIVER LABORATORIES INTERNATIONAL, INC., PRETZEL ACQUISITION CORPORATION WRH, INC. and AMERICAN CAPITAL EQUITY III, LP, solely in its capacity as the Stockholders’ Representative Dated as of January 6, 2016Merger Agreement • February 12th, 2016 • Charles River Laboratories International Inc • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER, dated January 6, 2016 (this “Agreement”), is made and entered into by and among Charles River Laboratories International, Inc. a Delaware corporation (“Buyer”), Pretzel Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub”), WRH, Inc., a Delaware corporation (the “Company”), and, solely in its capacity as the Stockholders’ Representative pursuant to Section 10.15 hereof, American Capital Equity III, LP, a Delaware limited partnership (the “Stockholders’ Representative”). Buyer, Merger Sub, the Company and the Stockholders’ Representative (solely for purposes of Section 10.15) are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 12th, 2016 • Charles River Laboratories International Inc • Services-commercial physical & biological research • New York
FIRST AMENDMENT (this “Amendment”) dated as of July 29, 2015 relating to the Sixth Amended and Restated Credit Agreement dated as of April 22, 2015 (as heretofore amended or modified, the “Credit Agreement”) among Charles River Laboratories International, Inc. (the “Parent Borrower”), the Subsidiary Borrowers party thereto, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.
AGREEMENT AND WRITTEN CONSENT OF STOCKHOLDERS OF WRH, INC. PURSUANT TO SECTION 228(a) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THIS “STOCKHOLDER CONSENT AND AGREEMENT”) January 6, 2016Stockholder Consent and Agreement • February 12th, 2016 • Charles River Laboratories International Inc • Services-commercial physical & biological research • Delaware
WHEREAS, WRH, Inc., a Delaware corporation (the “Corporation”) has entered into the Agreement and Plan of Merger (the “Merger Agreement”) on the date of this Stockholder Consent and Agreement by and among Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), Pretzel Acquisition Corporation, a Delaware corporation (“Merger Sub”) and, solely in its capacity as the Stockholders’ Representative in accordance with the terms of the Merger Agreement, American Capital Equity III, LP, a Delaware limited partnership;
