Exhibit (b)(2)
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EXECUTION VERSION | |||
AMENDMENT AGREEMENT dated 31 MAY 2007 for ASTRAZENECA PLC the Borrower arranged by CITIGROUP GLOBAL MARKETS LIMITED DEUTSCHE BANK AG, LONDON BRANCH HSBC BANK PLC AND JPMORGAN CAZENOVE LIMITED WITH HSBC BANK PLC acting as Facility Agent And HSBC BANK USA, NATIONAL ASSOCIATION acting as Swingline Agent ______________________________________________ | |||
RELATING TO A $15,000,000,000 FACILITY AGREEMENT INCORPORATING A US$ SWINGLINE FACILITY DATED 1 MAY 2007 | |||
______________________________________________
CONTENTS |
Clause | Page | ||
| 1. | Definitions And Interpretation | 2 | |
| 2. | Restatement | 3 | |
| 3. | Representations | 3 | |
| 4. | Continuity And Further Assurance | 3 | |
| 5. | Miscellaneous | 3 | |
| 6. | Governing Law | 3 | |
| Schedule 1 | CONDITIONS PRECEDENT | 4 | |
| Schedule 2 | RESTATED AGREEMENT | 5 | |
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THIS AGREEMENT is dated 31 May 2007 and made between:
| (1) | ASTRAZENECA PLC (the "Borrower"); |
| (2) | THE ORIGINAL LENDERS (as defined in the Original Facility Agreement); |
| (3) | CITIGROUP GLOBAL MARKETS LIMITED, DEUTSCHE BANK AG, LONDON BRANCH AND HSBC PLC as mandated lead arrangers and bookrunners and JPMORGAN CAZENOVE LIMITED as mandated lead arranger (whether acting individually or together the "Arranger"); |
| (4) | HSBC BANK PLC as agent of the other Finance Parties (the "Facility Agent"); and |
| (5) | HSBC BANK USA NATIONAL ASSOCIATION as swingline agent of the other Finance Parties (the "Swingline Agent") |
IT IS AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
1.1 | Definitions |
In this Agreement:
"Effective Date" means the date on which the Facility Agent confirms to the Lenders and the Borrower that it has received each of the documents listed in Schedule 1 (Conditions Precedent) in a form and substance satisfactory to the Agent (acting reasonably).
"Original Facility Agreement" means the $15,000,000,000 Facility Agreement dated 1 May 2007 between the Borrower, the Facility Agent and the Arranger.
"Restated Agreement" means the Original Facility Agreement, as amended by this Agreement, the terms of which are set out in Schedule 2 (Restated Agreement).
1.2 | Incorporation of defined terms |
| (a) | Unless a contrary indication appears, a term defined in any other Finance Document has the same meaning in this Agreement. |
| (b) | The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement. |
1.3 | Clauses |
In this Agreement any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.
1.4 | Third party rights |
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
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1.5 | Designation |
In accordance with the Original Facility Agreement, each of the Borrower and the Facility Agent designates this Agreement as a Finance Document.
2. | RESTATEMENT |
2.1 | Restatement of the Original Facility Agreement |
With effect from the Effective Date the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 2 (Restated Agreement.)
3. | REPRESENTATIONS |
The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on:
| (a) | the date of this Agreement; and |
| (b) | the Effective Date. |
4. | CONTINUITY AND FURTHER ASSURANCE |
4.1 | Continuing obligations |
The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.
| 4.2 | Further assurance |
The Borrower shall, at the request of the Facility Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.
5. | MISCELLANEOUS |
5.1 | Incorporation of terms |
The provisions of Clause 31 (Notices), Clause 33 (Partial Invalidity), Clause 34 (Remedies and waivers) and Clause 38 (Enforcement) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "the Finance Documents" are references to this Agreement.
5.2 | Counterparts |
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
6. | GOVERNING LAW |
This Agreement is governed by English law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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SCHEDULE 1
CONDITIONS PRECEDENT
1. | Borrower |
| (a) | A copy of the constitutional documents of the Borrower or a certificate of the Borrower (signed by an authorised signatory) certifying that the constitutional documents previously delivered to the Facility Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect. |
| (b) | A copy of a resolution of the board of directors of the Borrower: |
| (i) | approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement; and |
| (ii) | authorising a specified person or persons to execute this Agreement on its behalf. |
| (c) | A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above and who actually signs any Finance Documents. |
| (d) | A certificate of the Borrower (signed by an authorised signatory) certifying that each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. |
2. | Legal Opinions |
| (a) | A legal opinion of Clifford Chance LLP, legal advisers to the Arranger and the Agents in England, substantially in the form distributed to the Lenders prior to signing this Agreement. |
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SCHEDULE 2
RESTATED AGREEMENT
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SIGNATURES
THE BORROWER
ASTRAZENECA PLC
By: /s/ Christopher Petty
Address: 15 Stanhope Gate
London W1K 1LN
THE ARRANGER
CITIGROUP GLOBAL MARKETS LIMITED
By: /s/ Melissa Bacani
Address: Citigroup Centre
33 Canada Square
London E14 5LB
DEUTSCHE BANK AG, LONDON BRANCH
By: /s/ Michael Starmer-Smith
Address: Winchester house
1 Great Winchester Street
London EC2N 2DB
HSBC BANK PLC
By: /s/ John Haire
Address: 8 Canada Square
London E14 5HQ
JPMORGAN CAZENOVE LIMITED
By: /s/ [signature illegible]
Address: 125 London Wall
London EC2Y 5AJ
THE FACILITY AGENT
HSBC BANK PLC
By: /s/ John Haire
Address: 8 Canada Square
London E14 5HQ
Fax: +44 0(20) 7991 4347
THE SWINGLINE AGENT
HSBC BANK USA, NATIONAL ASSOCIATION
By: /s/ John Haire
Address: 1 HSBC Center
26th Floor
Buffalo, NY 14203
Fax: 00 1-716-841-1473 and
00-1-212-525-1334
Attention: Tricia Graham / Lynn M Griffin
THE ORIGINAL LENDERS
CITIBANK, N.A., AS LENDER AND SWINGLINE LENDER
By: /s/ Melissa Bacani
Address: Citigroup Centre
33 Canada Square
London E14 5LB
DEUTSCHE BANK AG, LONDON BRANCH, AS LENDER
By: /s/ Michael Starmer-Smith
Address: Winchester House
1 Great Winchester Street
London EC2N 2DB
DEUTSCHE BANK AG, NEW YORK BRANCH, AS SWINGLINE LENDER
By: /s/ Michael Starmer-Smith
Address: Floor 1, 90 Hudson Street
Jersey City
New Jersey, USA.
HSBC BANK PLC, AS LENDER AND SWINGLINE LENDER
By: /s/ John Haire
Address: 8 Canada Square
London E14 5HQ
JPMORGAN CHASE BANK, N.A., AS LENDER AND SWINGLINE LENDER
By: /s/ Jane Renaud
Address: 125 London Wall
London EC2Y 5AJ