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Exhibit 99.1
(OLSWANG LOGO) 00 Xxxx Xxxxxxx X x00 (0) 00 0000 0000 In alliance with Xxxxxxxxx Xxxxxxx XXX
Xxxxxx XX0X 0XX F x00 (0) 00 0000 0000
xxx.xxxxxxx.xxx DX 37972 Kingsway Regulated by the Law Society
January 9, 2007
THIRD AGREEMENT AMENDING SHARE SALE AND PURCHASE AGREEMENT RELATING TO XXXXXX
SYSTEMS GROUP LIMITED DATED 18 JULY 2006
(1) BROADVIEW
(2) KENNET
(3) HARBOURVEST
(4) THE EXECUTIVES
(5) THE MANAGEMENT SHAREHOLDERS
(6) AMDOCS LIMITED
(7) AMDOCS ASTRUM LIMITED
(8) XXXXXXXX XXXXX
Contents
CLAUSE PAGE
------ ----
1. DEFINITIONS AND INTERPRETATION ....................................... 1
2. AMENDMENTS TO THE SHARE PURCHASE AGREEMENT ........................... 1
3. CONTINUATION OF SHARE PURCHASE AGREEMENT ............................. 3
4. COUNTERPARTS ......................................................... 3
5. GENERAL .............................................................. 3
SCHEDULE 1
Parties
Part 1 - Broadview ................................................... 4
Part 2 - Kennet ...................................................... 5
Part 3 - HarbourVest ................................................. 6
Part 4 - The Executives .............................................. 7
Part 5 - The Management Shareholders ................................. 8
APPENDIX 1
Transaction costs .................................................... 10
THIS AGREEMENT is made on January 9, 2007
BETWEEN:
(1) BROADVIEW details of which are set out in Part 1 of Schedule 1
("BROADVIEW");
(2) KENNET details of which are set out in Part 2 of Schedule 1 ("KENNET");
(3) HARBOURVEST details of which are set out in Part 3 of Schedule 1
("HARBOURVEST");
(4) THE EXECUTIVES details of which are set out in Part 4 of Schedule 1 (the
"EXECUTIVES");
(5) THE MANAGEMENT SHAREHOLDERS details of which are set out in Part 5 of
Schedule 1 (the "MANAGEMENT SHAREHOLDERS");
(6) AMDOCS LIMITED (company number 19528) whose registered office is at Xxxxx
Xxxx Xxxxx, Xx Xxxxxxx, Xxxxx 0, Xx Xxxxx Port, Guernsey GY1 3QT, The
Channel Islands (the "BUYER PARENT");
(7) AMDOCS ASTRUM LIMITED (company number 423608) whose registered office is at
0xx Xxxxx, Xxxxx 0, Xxxx Xxxxx Xxxxxxxx Xxxx, Xxxxxx 3, Eire (the "BUYER");
and
(8) XXXXXXXX XXXXX of Xxx Xxxxxx, Xxxx, Xxxxxxxxxxxxxxx XX00 0XX.
RECITALS:
(A) Under an agreement dated 18 July 2006, as amended by a supplemental
agreement dated 14 August 2006 and a second supplemental agreement dated 14
September 2006 (as so amended, the "SHARE PURCHASE AGREEMENT") made between
the parties to this Agreement, the Sellers agreed to sell to the Buyer and
the Buyer agreed to purchase the Sellers' Shares and Sellers' Option
Shares.
(B) The parties now wish to amend the Share Purchase Agreement on the terms of
this Agreement.
(C) This Agreement is executed on behalf of some or all of the Sellers by
David-Rice Xxxxx and Xxxxx Xxxxxxxx in their capacity as Sellers'
Representatives in accordance with clause 6 of the Share Purchase
Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
Capitalised terms not defined in this Agreement bear the meanings given to
them by the Share Purchase Agreement.
2. AMENDMENTS TO THE SHARE PURCHASE AGREEMENT
Each of the parties agrees that with effect from the date of this Agreement
the following provisions of the Share Purchase Agreement shall be amended
as follows (with all other
1
terms of the Share Purchase Agreement remaining unchanged and in full force
and effect):
2.1 The following additional definition shall be included in the Share Purchase
Agreement after the definition of Tax Authority:
"Third Supplemental Amendment Agreement the third agreement dated
[9] January 2007 amending the
share sale and purchase agreement
relating to Xxxxxx Systems Group
Limited dated 18 July 2006;"
2.2 the following words shall be added at the end of the definition of
"Transaction Costs" in clause 1:
"(g) the sum of $85,000 representing the parties' best estimate of the
amount payable under the tax equalisation agreement entered into
between Xxxxxx Systems Europe Limited ("CSEL") and certain
employees of CSEL working on expatriate assignment in the United
States;
(h) the sum of L25,000 representing the agreed shortfall in
employer's national insurance contributions outside the United
Kingdom resulting from changes in currency exchange rates in the
period between Completion and the date(s) on which any monies for
such contributions are converted into relevant non-UK
currencies."
2.3 Appendix 1 to this Agreement shall replace Appendix B (as referred to in
the definition of "Transaction Costs") to the Share Purchase Agreement;
2.4 Appendix 2 to this Agreement shall replace Appendix E to the Share Purchase
Agreement as added by the second supplemental agreement dated 14 September
2006.
2.5 the table at Part 4 of Schedule 1 shall be amended to delete the line
referring to Xxxxxx Xxxxxxxxx (including the references to 202,875 "Y
Shares 31/07/06" and 97,125 "Unvested Y and Accelerated Shares 31/06/07"
set out against his name (and the totals for the respective columns shall
be adjusted accordingly to read "758,922" and "341,078"));
2.6 Schedule 9 (share capitalisation table) shall be amended to delete the
lines referring to Xxxxxx Xxxxxxxxx (including any references to Shares or
Options set out against his name (and the totals for the respective columns
shall be adjusted accordingly)) to be found at the following tabs: "Vested
with Acceleration", "Vested no Acceleration", "Fully Diluted" and
"Options";
2.7 the following shall be inserted at the final sub paragraph of paragraph 1
of Part 1 of Schedule 11 after the words "attached to this Agreement as
Appendix E":
"as substituted by the Third Supplemental Amendment Agreement (which shall
be in final form and shall not be subject to any further updates)."
2
2.8 the following shall be inserted at paragraph 1 of Part 2 of Schedule 11
after the words " in accordance with Part 1 of this Schedule 11":
"(save in the case of Broadview in respect of which such payment shall take
place as soon as reasonably practicable after Broadview has provided to the
Buyer the legal opinion in relation to Broadview due to the Buyer under
paragraph 1.1(i) of Part 1 of Schedule 3 of this Agreement. Broadview
acknowledges that it has no Claim whatsoever against the Buyer, the Buyer
Parent or the Company as a result of such payment taking place on such date
rather than on Completion)".
3. CONTINUATION OF SHARE PURCHASE AGREEMENT
Save as amended by this Agreement, the Share Purchase Agreement shall
continue in full force and effect.
4. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall constitute an original, and all the counterparts shall together
constitute one and the same agreement.
5. GENERAL
5.1 The clause headings and the table of contents used in this Agreement are
inserted for ease of reference only and shall not affect construction.
5.2 No variations to this Agreement shall be effective unless made in writing
and signed by or on behalf of each party.
5.3 This Agreement shall be governed by English law. The parties irrevocably
agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection
with this Agreement.
THIS AGREEMENT is executed and delivered as a deed by the parties stated above.
3
SCHEDULE 1
PARTIES
PART 1 - BROADVIEW
NAME ADDRESS
---- -------
Broadview BCPSBS Fund LP c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
BCP Affiliates Fund LLC c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
BCP Capital LP c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
BCP Capital QPF LP c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
4
PART 2 - KENNET
NAME ADDRESS
---- -------
Kennet 1 LP 00 Xxxxxxxxx
Xx Xxxxxx
Xxxxxx
XX0 0XX
5
PART 3 - HARBOURVEST
NAME ADDRESS
---- -------
HarbourVest International Private One Financial Centre
Equity Partners IV - Direct Fund L.P. Xxxxxx
Xxxxxxxxxxxxx
0000
Xxxxxx Xxxxxx of America
6
PART 4 - THE EXECUTIVES
NAME ADDRESS
---- -------
Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxxx
7
PART 5 - THE MANAGEMENT SHAREHOLDERS
NAME ADDRESS
---- -------
Xxxxxx Xxxxx
Xxx Xxxxxx
Xxxxx Xxxxx
Xxxx Xxxxx
Xxxxx Xxxx
Xxxxx Xxxx-Xxxxx
Xxxxxxx Haysom
Xxxxxx Xxxxxx
8
Xxxx Xxxxxx
Xxxxxx Xxxxx
Xxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxxx
9
APPENDIX 1
TRANSACTION COSTS
PER 40+ L $
------- ---------- ----------
Xxxxxx Xxxxxxx 2,865,779 5,342,385
Xxxxxx Xxxxxxx 742,198 1,383,606
XX Xxxxxx 562,390 1,048,407
Xxxxx Xxxxx (tax) 52,875 98,570
Employer's NIC borne by Company UK only 1,937,000 3,610,955
Tax Equalization (eg rejected EMI options) 21,400 39,894
Tax Equalization Expats 45,596 85,000
ACE Bonus awards L62,750.00 116,979
ACE Bonus awards L 7,912.24 14,750
Shares for new hires 344,920 643,000
Bonus in lieu of Y shares 545,000 1,015,989
Employers NIC in non UK country's 76,725 143,031
Additional Legal fee provision 65,000 121,173
Bank transmission costs and converting costs 7,000 13,049
0
7,336,545 13,676,788
Transaction expenses at closing + 40 7,593,949 14,156,640
Change -257,404 -479,853
10
SIGNED as a Deed by XXXXX XXXX-XXXXX )
as attorney for the SELLERS ) /s/ Xxxxx Xxxx-Xxxxx
in the presence of: )
Witness's Signature /s/ Xxxxxxxx Xxxxxx
-------------------
Name Xxxxxxxx Xxxxxx
----------------------------------
0 Xxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxx Xxxxxxxx
---------------------------------------
Occupation Nanny
----------------------------
SIGNED as a Deed by XXXXX XXXXXXXX )
as attorney for the SELLERS ) /s/ Xxxxx Xxxxxxxx
in the presence of: )
Witness's Signature /s/ Xxxxx Xxxxxxx
-------------------
Name Xxxxx Xxxxxxx
----------------------------------
The Murhill
---------------------------------------
Limpley Stoke BA27F2
---------------------------------------
Occupation Secretary
-----------------------------
11
Executed as a deed by AMDOCS LIMITED
acting by its authorised signatory
Xxxxxx X'Xxxxx:
/s/ Xxxxxx X'Xxxxx
-------------------------------------
signature
Xxxxxx X'Xxxxx
-------------------------------------
Xxxxxx X'Xxxxx
Authorised signatory
Present when the Common Seal of
AMDOCS ASTRUM LIMITED was affixed
hereto:
/s/ Xxxxx Xxxxxxx
-------------------------------------
Director
/s/ Xxxxxxx Xxxxxx
-------------------------------------
Secretary
12
