AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

EX-10.6 3 y83518exv10w6.txt AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT 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. Paul E. Cowan ___________________________________________ Name: D.J. Paul E. Cowan Title: Chief Financial Officer CANDOVER INVESTMENTS PLC By: /s/ C.J. Buffin ___________________________________________ Name: C.J. Buffin Title: Director Candover Investments PLC CANDOVER (TRUSTEES) LIMITED By: /s/ C.J. Buffin ___________________________________________ Name: C.J. Buffin Title: Director Candover (Trustees) Limited CANDOVER 1997 UK NO. 1 LIMITED PARTNERSHIP By: /s/ C.J. Buffin ___________________________________________ Name: C.J. Buffin Title: Director Candover Partners Limited As General Partner of the Candover 1997 UK No. 1 Limited Partnership CANDOVER 1997 UK NO. 2 LIMITED PARTNERSHIP By: /s/ C.J. Buffin ___________________________________________ Name: C.J. Buffin 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/ C.J. Buffin ___________________________________________ Name: C.J. Buffin 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/ C.J. Buffin ___________________________________________ Name: C.J. Buffin 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/ C.J. Buffin ___________________________________________ Name: C.J. Buffin Title: Director Candover Partners Limited As General Partner of the Candover 1997 UK No. 2 Limited Partnership WALTER S. NIMMO ________________________________________________ Address: c/o Inveresk Research Group, Inc. 11000 Weston Parkway, Suite 100 Cary, North Carolina 27513 IAN SWORD ________________________________________________ Address: c/o Inveresk Research Group Limited Tranent EH33 2NE Scotland, United Kingdom PAUL COWAN ________________________________________________ Address: c/o Inveresk Research Group, Inc. 11000 Weston Parkway, Suite 100 Cary, North Carolina 27513 ALASTAIR MCEWAN ________________________________________________ Address: c/o Inveresk Research Group, Inc. 11000 Weston Parkway, Suite 100 Cary, North Carolina 27513 RATHBONE JERSEY TRUST By: ________________________________________________ Name: Title: Address: Seaton House Seaton Place St. Helier, Jersey JE1 1BG Channel Islands BRIAN BATHGATE ________________________________________________ Address: c/o Inveresk Research Group Limitedo Tranent EH33 2NE Scotland, United Kingdom MICHAEL ANKCORN ________________________________________________ Address: c/o ClinTrials BioResearch 87 Sennevilee Road Senneville (Montreal) Quebec, Canada H9X 3R3 DALAME RESOURCES S.A. By: ________________________________________________ Name: Address: Schedule 2 Other Holders Walter Nimmo Ian Sword Paul Cowan Alastair McEwan Rathbone Jersey Trust Brian Bathgate Michael Ankcorn Dalame Resources S.A.