EXHIBIT 10.6
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT ("Amendment No. 1"),
dated as of January 30, 2003, by and among Inveresk Research Group, Inc., a
Delaware corporation (the "Company") and the stockholders of the Company that
are signatories to this Amendment No. 1 (the "Stockholders").
BACKGROUND
WHEREAS, the Company, Candover and certain other stockholders of the
Company, including Dalame Resources S.A. ("Dalame") entered into a Registration
Rights Agreement dated as of May 15, 2002 (the "Registration Rights Agreement");
WHEREAS, the Company and all other parties to the Registration
Rights Agreement intended that Dalame would be included as an "Other Holder" in
the Registration Rights Agreement and therefore would be entitled to exercise
the registration rights granted to Other Holders in the Registration Rights
Agreement;
WHEREAS, Dalame was inadvertently not listed as an "Other Holder" on
Schedule 2 to the Registration Rights Agreement;
WHEREAS, the Registration Rights Agreement can be amended,
supplemented or modified by a written instrument duly executed by or on behalf
of the Company and Holders that Beneficially Own (as defined in the Registration
Rights Agreement) at least a majority in number of the Registrable Shares (as
defined in the Registration Rights Agreement) then outstanding;
WHEREAS, the Stockholders Beneficially Own in excess of a majority
in number of the Registrable Shares outstanding as of the date of this Amendment
No. 1;
WHEREAS, the Company and the Stockholders desire to enter into this
Amendment No.1 to clarify that Dalame is an "Other Holder" as defined in the
Registration Rights Agreement and therefore is entitled to exercise the
registration rights granted to Other Holders in the Registration Rights
Agreement.
NOW, THEREFORE, the Company and the Stockholders hereby agree as
follows:
1. Schedule 2 to the Registration Rights Agreement is hereby deleted
in its entirety and replaced with Schedule 2 attached to this Amendment No. 1;
2. Except as expressly modified and amended hereby, the Registration
Rights Agreement remains unchanged and in full force and effect in all respects.
3. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. This Amendment No. 1 may be executed in counterparts, by manual
or facsimile signatures, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 as of the date first above written.
INVERESK RESEARCH GROUP, INC.
By: /s/ D.J. ▇▇▇▇ ▇. ▇▇▇▇▇
___________________________________________
Name: D.J. ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
CANDOVER INVESTMENTS PLC
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover Investments PLC
CANDOVER (TRUSTEES) LIMITED
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover (Trustees) Limited
CANDOVER 1997 UK NO. 1 LIMITED PARTNERSHIP
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover Partners Limited
As General Partner of the Candover
1997 UK ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ NO. 2 LIMITED PARTNERSHIP
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover Partners Limited
As General Partner of the Candover
1997 UK No. 2 Limited Partnership
CANDOVER 1997 US NO. 1 LIMITED PARTNERSHIP
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover Partners Limited
As General Partner of the Candover
1997 US No. 1 Limited Partnership
CANDOVER 1997 US NO. 2 LIMITED PARTNERSHIP
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover Partners Limited
As General Partner of the Candover
1997 US No. 2 Limited Partnership
CANDOVER 1997 US NO. 3 LIMITED PARTNERSHIP
By: /s/ ▇.▇. ▇▇▇▇▇▇
___________________________________________
Name: ▇.▇. ▇▇▇▇▇▇
Title: Director
Candover Partners Limited
As General Partner of the Candover
1997 UK No. 2 Limited Partnership
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
________________________________________________
Address: c/o Inveresk Research Group, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
IAN SWORD
________________________________________________
Address: c/o Inveresk Research Group Limited
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
________________________________________________
Address: c/o Inveresk Research Group, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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________________________________________________
Address: c/o Inveresk Research Group, Inc.
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▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RATHBONE JERSEY TRUST
By:
________________________________________________
Name:
Title:
Address: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
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________________________________________________
Address: c/o Inveresk Research Group Limitedo
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
________________________________________________
Address: c/o ClinTrials BioResearch
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇)
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
DALAME RESOURCES S.A.
By:
________________________________________________
Name:
Address:
Schedule 2
Other Holders
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ Sword
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Jersey Trust
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Dalame Resources S.A.
