ACCENTURE LTD - and - ACCENTURE plc - and - ACCENTURE CANADA HOLDINGS INC. First Supplemental Agreement Dated September 1, 2009 to Support Agreement dated as of May 23, 2001
Exhibit 10.2
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ACCENTURE plc
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ACCENTURE CANADA HOLDINGS INC.
First Supplemental Agreement
Dated September 1, 2009
to
Support Agreement dated as of May 23, 2001
THIS FIRST SUPPLEMENTAL AGREEMENT TO SUPPORT AGREEMENT is entered into as of September 1, 2009, by and between ACCENTURE LTD, an exempted company registered under the laws of Bermuda (“ParentCo”), ACCENTURE plc, an Irish public limited company (“Successor ParentCo”) and ACCENTURE CANADA HOLDINGS INC., a corporation incorporated under the laws of Ontario (the “Corporation”);
WHEREAS pursuant to a Support Agreement (the “Support Agreement”) dated as of May 23, 2001, ParentCo and the Corporation established a procedure whereby ParentCo would take certain actions and make certain payments and deliveries necessary to ensure that the Corporation will be able to make certain payments and to deliver or cause to be delivered Class A Shares in satisfaction of the obligations of the Corporation under the Exchangeable Share Provisions with respect to the payment and satisfaction of dividends, Liquidation Amounts, Retraction Prices and Redemption Prices, all in accordance with the Exchangeable Share Provisions;
WHEREAS pursuant to a Scheme of Arrangement to be undertaken pursuant to the laws of Bermuda, ParentCo is undertaking a reorganization whereby ParentCo will become a wholly-owned subsidiary of Successor ParentCo and holders of Class A Shares will become holders of Class A ordinary shares of Successor ParentCo;
WHEREAS pursuant to Article 11 of the terms of the Exchangeable Shares, the Exchangeable Shares will automatically be adjusted such that references to Class A Shares in the terms of the Exchangeable Shares and the Support Agreement will automatically refer to Class A ordinary shares of Successor ParentCo;
WHEREAS pursuant to section 4.2 of the Support Agreement, the parties hereto are entering into this First Supplemental Agreement in order to amend and modify the Support Agreement as necessary in order that it shall apply with full force and effect, mutatis mutandis, to the Class A ordinary shares of Successor ParentCo, and the parties hereto are executing and delivering this First Supplemental Agreement to give effect to and evidence such necessary amendments and modifications.
NOW, THEREFORE, in consideration of the respective covenants and agreements provided in this agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
ARTICLE ONE – DEFINITIONS AND INTERPRETATION
Section 1.01 Definitions
In this First Supplemental Agreement, unless there is something in the subject matter or context inconsistent therewith or unless otherwise expressly provided “First Supplemental Agreement”, “herein”, “hereby”, “hereof”, and similar expressions mean or refer to this First Supplemental Agreement; and the expressions “Article” and “Section” followed by numbers mean and refer to the specified Article or Section of this First Supplemental Agreement, unless the context otherwise requires.
Section 1.02 Incorporation of Support Agreement
This First Supplemental Agreement is supplemental to and will hereafter be read in conjunction with the Support Agreement and the Support Agreement and any supplemental agreements will hereinafter have effect so far as practicable as if all the provisions thereof and hereof were contained in one instrument. In this First Supplemental Agreement and the recitals hereto, unless there is something in the subject matter or context inconsistent therewith, or unless so stated to the contrary in this First Supplemental Agreement, the words and expressions herein contained, including in the recitals hereto, which are defined in the Support Agreement will have the meanings given to such words and expressions in the Support Agreement.
Section 1.03 Reference to and Effect on the Support Agreement
On and after the Effective Time, each reference in the Support Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Support Agreement in any and all agreements, documents and instruments delivered by Successor ParentCo, ParentCo or the Corporation or any other person will mean and refer to the Support Agreement as supplemented hereby.
Section 1.04 Interpretation not Affected by Headings, etc.
The division of this First Supplemental Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof.
ARTICLE TWO – ASSIGNMENT AND ASSUMPTION
Section 2.01 Vesting of Benefits
From and after the Effective Time, Successor ParentCo shall possess and from time to time may exercise each and every right and power of ParentCo under the Support Agreement in the name of ParentCo or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the board of directors of ParentCo or any officers of ParentCo may be done and performed with like force and effect by the directors or officers of Successor ParentCo.
Section 2.02 Covenants and Obligations
As of the Effective Time, Successor ParentCo:
| a. | hereby assumes liability for all moneys payable and property deliverable under the Support Agreement; |
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| b. | hereby covenants and agrees to pay and deliver or cause to be delivered all moneys payable and property deliverable under the Support Agreement; and |
| c. | covenants and agrees to observe and perform all the covenants and obligations of ParentCo under the Support Agreement. |
ARTICLE THREE – MISCELLANEOUS
Section 3.01 Further Assurances
The parties will execute and deliver such further and other instruments and take such further or other action as may be necessary or advisable to give effect to this First Supplemental Agreement and the provisions hereof.
Section 3.02 Counterparts
This First Supplemental Agreement may be simultaneously executed in several counterparts, each of which so executed will be deemed to be an original, and all such counterparts together will constitute one and the same instrument.
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IN WITNESS WHEREOF the parties have executed this First Supplemental Agreement on the date first mentioned above under the hands of their proper officers duly authorized in that behalf.
| ACCENTURE PLC | ||
| Per: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | General Counsel and Secretary | |
| ACCENTURE LTD | ||
| Per: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Secretary | |
| ACCENTURE CANADA HOLDINGS INC. | ||
| Per: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Director | |
| Per: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Director | |
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