AMENDMENT TO RIGHTS
AGREEMENT
This Amendment to
Rights Agreement dated as of February 3, 2009 (this “
Amendment ”), is between PharmaNet Development Group,
Inc., a Delaware corporation (formerly SFBC International, Inc.)
(the “ Company ”), and American Stock Transfer
& Trust Company, LLC (as successor-in-interest to Wachovia
Bank, N.A.) (the “ Rights Agent ”).
WHEREAS, the
Company and the Rights Agent constitute all of the parties to that
certain Rights Agreement, dated as of December 21, 2005 (the
“ Rights Agreement ”), and desire to amend the
Rights Agreement as set forth herein.
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and
agreements herein contained, and intending to be legally bound
hereby, and pursuant to the Rights Agreement and in accordance with
Section 27 thereof, the parties hereto do hereby agree as
follows (capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Rights
Agreement):
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1.
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Amendments to the Rights
Agreement .
The Rights Agreement shall be amended as follows:
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(a) Section 1
of the Rights Agreement is hereby amended to add the following
sentence at the end thereof:
“Notwithstanding anything in this
Agreement to the contrary, JLL and its Affiliates and Associates
shall not be or become, or be deemed to be, an “Acquiring
Person” or deemed to be a “Beneficial Owner”,
either individually or collectively, as the result of (i) the
public or other announcement of the Merger Agreement, (ii) the
approval, execution or delivery of the Merger Agreement or any
memorandum of understanding contemplating the execution of the
Merger Agreement, or (iii) the announcement, commencement or
consummation of the Offer or the Merger and the other transactions
contemplated by the Merger Agreement (each such event, an
“Exempt Event”).”
(b) The
following definitions shall be added to Section 1 of the
Rights Agreement in the appropriate locations and the remaining
sections shall be renumbered accordingly:
“JLL” shall mean JLL PharmaNet
Holdings, LLC, a Delaware limited liability company, or any of its
subsidiaries, including PDGI Acquisition Corp., a Delaware
corporation.
“Offer” shall have the meaning
assigned to such term in the Merger Agreement.
“Merger” shall have the meaning
assigned to such term in the Merger Agreement.
“Merger
Agreement” shall mean the Agreement and Plan of Merger, dated
as of February 3, 2009, among the Company, JLL PharmaNet
Holdings, LLC and PDGI Acquisition Corp.
(c) Section 3(a)
of the Rights Agreement is hereby amended to add the following
sentence at the end thereof:
“Notwithstanding anything in this
Agreement to the contrary, a Distribution Date has not
occurr
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