Board minutes: share purchase target

When do I use this document?

An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full.  They are used in particular for loan agreements and shareholders agreements

Use this document:

• for the amendment and restatement of a contract or agreement
• as an alternative to a standalone variation
• suitable for a contract governed by English law

What are the key features?

• 7 clauses and one schedule over 3 pages
• short form agreement
• agreement to amend and restate original contract or agreement
• amended and restated form of agreement to be set out in the schedule

What else do I need to know?

An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract.  The amendment can be:

• amendment to the terms and conditions of the contract
• amendment to introduce new parties to the agreement

An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment.  If done this way, the original contract and variation document, read together, are the amended contract going forward.

An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form.  This is achieved by what is known as “amending and restating” the original contract.  By entering into an amendment and restatement agreement, the original contract is:

• amended by the agreement of the parties to the new form of the contract as amended and restated
• restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement

Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements.  These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.

What other documents are available?

For a standalone contract variation for specific amendments to the contract, see

• Contract Variation.