EX-10.3 6 y58686ex10-3.txt SUPPLEMENTAL INVESTMENT AGREEMENT Exhibit 10.3 GECS/CAN.22.1 20 September 1999 Second Supplemental investment agreement between Inveresk Research Group Limited Walter Nimmo and others and Candover Investments PLC and others
Contents Page -------- ---- 1. Interpretation 1 2. Amendment of Investment Agreement 2 3. Fees and expenses 2 4. Counterparts 2 5. Applicable law 2
Schedules Schedule 1 The Directors Schedule 2 The Investors Schedule 3 Worked Example of the Ratchet THIS AGREEMENT IS MADE ON 20 SEPTEMBER 1999 between (1) INVERESK RESEARCH GROUP LIMITED (registered number 198206) having its registered office at Elphinstone Research Centre, Tranent, Edinburgh EH33 2NE ("Newco"); (2) THE PERSONS whose names are set out in Schedule 1 (together the "Directors" and each a "Director"); and (3) THE PERSONS whose names and addresses are set out in Schedule 2 (together the "Investors" and each an "Investor") WHEREAS (A) Pursuant to an investment agreement dated 4 September 1999 (the "Investment Agreement") the Directors and the Investors agreed to invest in Newco for the purposes of and subject to the terms and conditions of the Investment Agreement. (B) The parties have agreed to enter into this Agreement which is supplementary to the Investment Agreement. IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 Unless the context otherwise requires, expressions defined in the Investment Agreement shall have the same meaning in this Agreement. 1.2 Reference to "Recitals", "Clauses" and "Schedules" and to sub-divisions thereof are to recitals and clauses of and the schedules to this Agreement and sub-divisions thereof. The Schedules shall form part of this Agreement. 1.3 The headings in this Agreement are for convenience only and shall not affect its construction or interpretation. 1.4 Unless the context otherwise requires: 1.4.1 words denoting the singular shall include the plural and vice versa; 1.4.2 words denoting a gender shall include all genders; and 1.4.3 references to persons shall include natural persons, bodies corporate, unincorporated associations, partnerships, joint ventures, trusts or other entities or organisations of any kind, including (without limitation) government entities (or political subdivisions or agencies or instrumentalities thereof). 2 2. Amendment of Investment Agreement The addition of a new clause 5.4 of the Investment Agreement to be inserted at the end of the existing clause 5.3 of the Investment Agreement as follows: "5.4 The parties agree and acknowledge that the document set out in Schedule 3 to the second supplemental investment agreement dated 20 September 1999 between the parties thereto named "Worked Example of the Ratchet" is a worked example of the intended commercial effect of the provisions of the Schedule to the Articles". 3. Fees and expenses All legal and accountancy fees (plus any expenses and VAT) of the Investors in relation to this Agreement shall be for the account of Newco and shall be payable on the date of completion of the Investment Agreement. 4. Counterparts This Agreement may be executed in any number of counterparts by the different parties hereto on separate counterparts, each of which when executed and delivered shall constitute an original, but all of which shall together constitute one and the same instrument. 5. Applicable law This Agreement shall be governed by and construed in accordance with English law and all the parties hereto irrevocably submit to the non-exclusive jurisdiction of the High Court in London as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to it. AS WITNESS WHEREOF this Agreement has been executed on the date first above written. 3 Schedule 1 The Directors Walter Nimmo Ian Sword Stewart Leslie 4 Schedule 2 The Investors Name & Address Candover Investments PLC 20 Old Bailey London EC4M 7LN Candover Trustees Limited 20 Old Bailey London EC4M 7LN Candover 1997 UK Limited Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 UK No 2 Limited Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 1 Limited Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 2 Limited Partnership, 20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited Candover 1997 US No 3 Limited Partnership)20 Old Bailey, London EC4M 7LN acting by their general partner Candover Partners Limited 5 Schedule 3 Worked Example of the Ratchet 6 Signed as a deed for and on behalf of ) /s/ Ian Gray Inveresk Research Group Limited ) _____________________________ acting by Ian Gray, director, ) Director in the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ Ewan Caldwell Gilchrist Full Name __________________________________ 11 Walker St. Address __________________________________ Edinburgh __________________________________ __________________________________ Signed as a deed for and on behalf of ) /s/ Ian Gray Candover Investments PLC ) _____________________________ acting by Ian Gray, director, ) Director in the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ Full Name __________________________________ As above Address __________________________________ __________________________________ __________________________________ Signed as a deed for and on behalf of ) /s/ Ian Gray Candover Trustees Limited ) _____________________________ acting by Ian Gray as their attorney ) Attorney in the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ Full Name __________________________________ As above Address __________________________________ __________________________________ __________________________________ 7 Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 UK Limited Partnership ) _____________________________ acting by Ian Gray as their attorney ) Attorney in the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ Full Name __________________________________ As above Address __________________________________ __________________________________ __________________________________ Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 UK No 2 Limited Partnership ) _____________________________ acting by Ian Gray as their attorney ) Attorney in the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ Full Name __________________________________ As above Address __________________________________ __________________________________ __________________________________ Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 US No 1 Limited Partnership ) _____________________________ acting by Ian Gray as their attorney ) Attorney in the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ Full Name __________________________________ As above Address __________________________________ __________________________________ __________________________________ 8 Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 US No 2 Limited Partnership ) _____________________________ acting by Ian Gray as their attorney in ) Attorney the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ As Above Full Name __________________________________ Address __________________________________ __________________________________ __________________________________ Signed as a deed for and on behalf of ) /s/ Ian Gray Candover 1997 US No 3 Limited Partnership ) _____________________________ acting by Ian Gray as their attorney in ) Attorney the presence of this witness: ) /s/ Ewan Gilchrist Witness __________________________________ As Above Full Name __________________________________ Address __________________________________ __________________________________ __________________________________ ) /s/ Walter Nimmo Signed as a deed by Walter Nimmo ) _____________________________ in the presence of this witness: ) Walter Nimmo /s/ Ewan Gilchrist Witness __________________________________ As Above Full Name __________________________________ Address __________________________________ __________________________________ __________________________________ ) /s/ Ian Sword Signed as a deed by Ian Sword ) _____________________________ in the presence of this witness: ) Ian Sword /s/ Ewan Gilchrist Witness __________________________________ As Above Full Name __________________________________ Address __________________________________ __________________________________ ) /s/ Stewart Leslie Signed as a deed by Stewart Leslie ) _____________________________ in the presence of this witness: ) Stewart Leslie /s/ Ewan Gilchrist Witness __________________________________ As Above Full Name __________________________________ Address __________________________________ __________________________________ __________________________________