0001104659-04-027689.txt : 20040915 0001104659-04-027689.hdr.sgml : 20040915 20040915122348 ACCESSION NUMBER: 0001104659-04-027689 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 GROUP MEMBERS: CD&R ASSOCIATES VI LIMITED PARTNERSHIP GROUP MEMBERS: CD&R INVESTMENT ASSOCIATES VI, INC. GROUP MEMBERS: CDR-COOKIE ACQUISITION, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVANSYS CORP CENTRAL INDEX KEY: 0001028461 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382606945 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52391 FILM NUMBER: 041031061 BUSINESS ADDRESS: STREET 1: 32605 W TWELVE MILE RD STREET 2: STE 250 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2484882088 MAIL ADDRESS: STREET 1: 32605 WEST TWELVE MILE ROAD STREET 2: SUITE 250 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: COMPLETE BUSINESS SOLUTIONS INC DATE OF NAME CHANGE: 19961206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON DUBILIER & RICE FUND VI L P CENTRAL INDEX KEY: 0001074387 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 113 SOUTH CHURCH STREET STREET 2: GEORGE TOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 BUSINESS PHONE: 3459498066 MAIL ADDRESS: STREET 1: 1403 FOULK ROAD, SUITE 106 CITY: WILMINGTON STATE: DE ZIP: 19803 SC 13D/A 1 a04-10424_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Covansys Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

22281W103

(CUSIP Number)

Franci J. Blassberg
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 15, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 22281W103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CDR-COOKIE Acquisition, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 7,000,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 7,000,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.4%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Clayton, Dubilier & Rice Fund VI Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 7,000,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 7,000,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.4%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CD&R Associates VI Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 7,000,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 7,000,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.4%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CD&R Investment Associates VI, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 7,000,000

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 7,000,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,000,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 16.4%

	14.	Type of Reporting Person (See Instructions) CO

Amendment No. 4 to
Statement on Schedule 13D

This Amendment No. 4 to Statement on Schedule 13D, initially filed on May 1, 2000, amended on July 17, 2000, amended on November 19, 2001 and amended on April 26, 2004 (as amended, the “Schedule 13D”), relates to the beneficial ownership of the common stock, without par value (the “Common Stock”) of Covansys Corporation, a Michigan corporation (the “Company”). This Amendment is being filed on behalf of CDR-Cookie Acquisition, L.L.C. (“CDR”) and the other reporting persons (together with CDR, the “Reporting Persons”) identified on the prior pages of this Amendment, each of which are incorporated herein by reference. Capitalized terms used herein without definition are used as defined in the Schedule 13D. Information in respect of each Reporting Person is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person.

Item 1.	Security and Issuer

Item 2.	Identity and Background
Item 2 is hereby amended as follows:
Tobias Gondorf is no longer an officer of CDR or an executive employee of Clayton, Dubilier & Rice Limited or Clayton, Dubilier & Rice International, Inc.
Item 3.	Source and Amount of Funds or Other Consideration

Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On August 17, 2004, CDR entered into an Amendment and Acknowledgement Agreement (the “Amendment”) with the Company, Fidelity Information Services, Inc., an Arkansas corporation (“FIS”), Rajendra B. Vattikuti and The Rajendra B. Vattikuti Trust, established pursuant to the Second Amendment and Restatement of Revocable Living Trust Agreement, dated as of February 1, 1995 (together with Rajendra B. Vattikuti, the “Vattikuti Entities”), amending the Recapitalization Agreement, dated as of April 26, 2004, which is attached as Exhibit 8 to Amendment No. 3 to the Schedule 13D, which was further amended as of September 9, 2004 (collectively, the “Recapitalization Agreement”). Under the Amendment, CDR would exchange all of its existing Company holdings for consideration consisting of (a) $177.5 million instead of $180 million of cash, (b) two million shares of the Company’s Common Stock, (c) subordinated notes, due December 31, 2005, substantially in the form attached as Exhibit B to Exhibit 8 to Amendment No. 3 to the Schedule 13D, in an aggregate amount of $17.5 million instead of $15 million, and (d) five-year warrants, substantially in the form attached as Exhibit A to Exhibit 8 to Amendment No. 3 to the Schedule 13D, to purchase an aggregate of five million shares of the Company’s Common Stock with a strike price of $18 per share.
On September 15, 2004, the transactions contemplated by the Recapitalization Agreement were consummated and CDR exchanged all of its existing Company holdings, consisting of

(a) 200,000 shares of the Company’s Series A Voting Convertible Preferred Stock, (b) warrants to acquire 3.5 million shares of the Company’s Common Stock at an exercise price of $25 per share and (c) warrants to acquire 1.8 million shares of the Company’s Common Stock at an exercise price of $31 per share, for the consideration described in the preceding paragraph.
CDR entered into a Termination Agreement, dated as of September 15, 2004 (the “Termination Agreement”), with the Company, Clayton, Dubilier & Rice, Inc. (“CD&R”) and the Vattikuti Entities, terminating (a) the Stock Purchase Agreement, dated as of March 17, 2000 by and among the Company, CDR and CDR-Cookie Acquisition VI-A, L.L.C. (“CDR-Cookie VI-A”), (b) the Voting Agreement, dated as of March 17, 2000, by and among the Vattikuti Entities, CDR and CDR-Cookie VI-A, (c) the Consulting Agreement, dated as of March 17, 2000, by and between the Company and CD&R, and (d) the Registration Rights Agreement, dated as of April 20, 2000, by and among the Company, CDR and CDR-Cookie VI-A; provided that the indemnification protection provided in each of the foregoing agreements is not effected with respect to any facts and events existing prior to the closing of the transactions contemplated by the Recapitalization Agreement.
CDR entered into a Registration Rights Agreement, dated as of September 15, 2004, with the Company and FIS (the “Registration Rights Agreement”), substantially in the form attached as Exhibit C to Exhibit 8 to Amendment No. 3 to the Schedule 13D. The Registration Rights Agreement grants CDR and FIS certain demand and piggy-back registration rights with respect to the Common Stock and the exercise of the warrants to acquire shares of the Company’s Common Stock held by CDR and FIS.
CDR also entered into an Indemnification Agreement Amendment, dated as of September 15, 2004, with the Company and CD&R (the “Indemnification Amendment”), substantially in the form attached as Exhibit D to Exhibit 8 to Amendment No. 3 to the Schedule 13D, amending the Indemnification Agreement, dated as of April 20, 2000, among the Company, CDR, CD&R and CDR-Cookie VI-A in order to limit the indemnification protections provided thereunder to facts and events existing on or prior to the closing contemplated by the Recapitalization Agreement.
On September 15, 2004, Mr. Kevin J. Conway and Mr. Ned C. Lautenbach resigned from the Board of Directors of the Company.
Item 5.	Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)(i) CDR is the direct beneficial owner of 7 million shares of Common Stock (on an as-exercised basis), representing approximately 16.4% of the outstanding shares of Common Stock (based on the number of shares of Common Stock expected to be outstanding after the closing of the transactions as reported in the Company’s proxy statement, dated August 26, 2004).

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The additional response to Item 4 appearing above, the Amendment and the Termination Agreement, filed herewith are incorporated herein by reference in response to this Item 5.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
The additional response to Item 4 appearing above, the Amendment and the Termination Agreement, filed herewith are incorporated herein by reference in response to this Item 6.
Item 7.	Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Exhibit 10 Amendment and Acknowledgment Agreement, dated as of August 17, 2004, among CDR, the Company, FIS and the Vattikuti Entities.
Exhibit 11 Termination Agreement, dated as of September 15, 2004, among the Company, CDR, CD&R and the Vattikuti Entities.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 15, 2004

	CDR-COOKIE ACQUISITION, L.L.C.


	By:	/s/ David H. Wasserman
		Name:	David H. Wasserman
		Title:	Vice President

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 15, 2004

	CLAYTON, DUBILIER & RICE FUND VI LIMITED PARTNERSHIP

	By:	CD&R Associates VI Limited Partnership, its general partner

		By:	CD&R Investment Associates VI, Inc., its managing general partner


			By:	/s/ Joseph L. Rice, III
				Name: Joseph L. Rice, III
				Title: Chairman

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 15, 2004

	CD&R ASSOCIATES VI LIMITED PARTNERSHIP

	By:	CD&R Investment Associates VI, Inc., its managing general partner


		By:	/s/ Joseph L. Rice, III
			Name: Joseph L. Rice, III
			Title: Chairman

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 15, 2004

	CD&R INVESTMENT ASSOCIATES VI, INC.


	By:	/s/ Joseph L. Rice, III
		Name: Joseph L. Rice, III
		Title: Chairman

EXHIBIT INDEX

Exhibit No.			Description

10.			Amendment and Acknowledgment Agreement, dated as of August 17, 2004, among CDR, the Company, FIS and the Vattikuti Entities.

11.			Termination Agreement, dated as of September 15, 2004, among the Company, CDR, CD&R and the Vattikuti Entities.

EX-10 2 a04-10424_1ex10.htm EX-10

Exhibit 10

AMENDMENT AND ACKNOWLEDGEMENT

This Amendment and Acknowledgement, dated as of August 17, 2004, is entered into by and among Fidelity Information Services, Inc., an Arkansas corporation (“FIS”), Covansys Corporation, a Michigan corporation (“Covansys”), CDR-Cookie Acquisition, L.L.C., a Delaware limited liability company (“CDR”), Rajendra B. Vattikuti (“Vattikuti”), and The Rajendra B. Vattikuti Trust, established pursuant to the Second Amendment and Restatement of Revocable Living Trust Agreement, dated as of February 1, 1995 (the “Vattikuti Trust” and, collectively with Vattikuti, the “Vattikuti Entities”).

RECITALS

A. This Amendment and Acknowledgment is executed and delivered in connection with the following agreements and transactions:

1. A Stock Purchase Agreement, dated as of April 26, 2004, by and between FIS and Covansys (the “Stock Purchase Agreement”), pursuant to which FIS has agreed to purchase from Covansys, and Covansys has agreed to sell to FIS (i) 8,700,000 shares (the “Shares”) of Covansys’ common stock (the “Common Stock”) and (ii) warrants to purchase up to 4,000,000 shares of Common Stock at exercise prices ranging from $15.00 to $24.00 per share (the “Warrants”).

2. A Master Services Agreement, dated as of April 26, 2004, by and between Covansys and FIS, pursuant to which Covansys has agreed to provide to FIS and its affiliates outsourced information technology services as may be requested from time to time in accordance with the terms of the Master Services Agreement.

3. A Recapitalization Agreement (the “Recapitalization Agreement”), dated as of April 26, 2004, by and between CDR and Covansys, pursuant to which CDR has agreed to exchange, among other things, 200,000 shares of Covansys’ Series A Voting Convertible Preferred Stock and warrants to purchase 3,500,000 million shares of Common Stock at an exercise price of $25 per share and 1,800,000 million shares of Common Stock at an exercise price of $31 per share for receipt from Covansys of $180 million in cash, promissory notes in the aggregate amount of $15,000,000 (the “Promissory Notes”), 2,000,000 shares of Common Stock, and warrants to purchase an aggregate of 5,000,000 shares of Common Stock at an exercise price of $18 per share.

4. A Registration Rights Agreement, to be entered at the date of the simultaneous Closings under the Stock Purchase Agreement and the Recapitalization Agreement (the “Closing”), by and among CDR, FIS and Covansys, conferring certain rights upon FIS and CDR to have shares of Covansys’ securities registered under the Securities Act of 1933.

5. A Common Stock Purchase Agreement (the “Vattikuti Stock Purchase Agreement”), dated as of April 26, 2004, by and among FIS, and the Vattikuti Entities, pursuant to

which FIS has agreed to purchase from the Vattikuti Entities, and the Vattikuti Entities have agreed to sell to FIS, an aggregate of 2,300,000 shares of Common Stock.

6. A Shareholders’ Agreement, dated April 26, 2004, by and among FIS and the Vattikuti Entities.

B. As a result of the delay in Closing caused by the late filing of Covansys’ Form 10-Q for the first quarter of 2004 and other factors, the parties have agreed to reduce the aggregate purchase price that FIS will pay for the shares of Common Stock and Warrants under the Stock Purchase Agreement by $8,700,000 and under the Vattikuti Stock Purchase Agreement by $1,150,000.

C. As a result of the reduction in purchase price referenced in recital B above, Covansys and CDR have agreed to reallocate the amounts payable in cash and in the Promissory Notes such that the amount payable in cash is reduced to $177,500,000 and the aggregate principal amount of the promissory notes is increased to $17,500,000.

D. Each party also desires to acknowledge that at the present time, it intends to complete the transactions set forth in each document referenced in Recital A (collectively the “Transaction Documents”) above in accordance with the terms of such document as amended by this Amendment and Acknowledgement.

NOW THEREFORE, in consideration of the premises and intending to be legally bound, the parties agree as follows:

1. Amendment of Stock Purchase Agreement. Covansys and FIS hereby amend the definition of “Purchase Price” in Section 1.1 of the Stock Purchase Agreement from “$104,400,000” to “$95,700,000.”

2. Amendment of Vattikuti Stock Purchase Agreement. The Vattikuti Entities and FIS hereby amend the definition of “Purchase Price” in Section 2.2 of the Vattikuti Stock Purchase Agreement from “$26,450,000” to “$25,300,000.”

3. Amendment of Recapitalization Agreement. Covansys and CDR hereby amend Sections 1(a), 1(b) and 1(c) of the Recapitalization Agreement so that the monetary consideration to be received by CDR is allocated as follows:

Section	Cash	Promissory Note
1(a)	$172,129,000 (clause (i))	$16,970,000 (clause (iv))
1(b)	$2,617,000 (clause (i))	$258,000 (clause (iv))
1(c)	$2,754,000 (clause (i))	$272,000 (clause (iv))
2(b)	$177,500,000 (clause (i))
2(c)	$177,500,000 (clause (i))

For the avoidance of doubt Covansys and CDR agree that the values set forth in Section 1(d) of the Recapitalization Agreement will be adjusted as of the closing thereunder to take into

account the aforementioned amendments to Sections 1(a), 1(b), 1(c), 2(b) and 2(c) of the Recapitalization Agreement.

4. Other Amendments; Further Assurances. In addition to the specific amendments contained in Sections 1, 2 and 3 above, each party to this Amendment and Acknowledgement, hereby amends all Transaction Documents to which it is a party and any other agreements contemplated by the Transaction Documents to which it is a party to the extent necessary to conform such agreements to the foregoing amendments to the Stock Purchase Agreement, the Vattikuti Stock Purchase Agreement and the Recapitalization Agreement, and each such party agrees to take all necessary actions, provide all necessary signatures and provide all necessary consents to effectuate the foregoing amendments.

5. Acknowledgment. Each party acknowledges that no state of facts, event, change or effect, known to such party and which existed or occurred prior to the date hereof (collectively, the “Developments”), including without limitation the information disclosed in Covansys’ periodic filings with the Securities and Exchange Commission and the information made available by Covansys, has caused any of the conditions to closing contained in any Transaction Document to which it is a party or any other document contemplated by the Transaction Documents to which it is a party not to be satisfied or will constitute a basis for asserting that any such condition has not been satisfied. Each party further acknowledges that none of the representations and warranties of any of the parties in the Transaction Documents or any other document contemplated by the Transaction Documents will be deemed incorrect as a result of the Developments.

6. Proxy Approval. In accordance with Section 4.3(d) of the Stock Purchase Agreement, FIS hereby consents to the filing of the Definitive Proxy Statement (“Proxy”) related to the transactions set forth in the Transaction Documents and all other documents contemplated by the Transaction Documents.

7. Counterparts. This Amendment and Acknowledgment may be executed in counterparts which, taken together, shall constitute a single binding agreement.

IN WITNESS WHEREOF, Covansys, FIS, CDR, Vattikuti and the Vattikuti Trust have caused this Amendment and Acknowledgment to be duly executed as of the day and year first above written.

COVANSYS CORPORATION					THE RAJENDRA B. VATTIKUTI TRUST

By:	/s/ Martin C. Clague				By:	/s/ Rajendra B. Vattikuti
Name:				Martin C. Clague			Rajendra B. Vattikuti, Trustee
Title:		President / CEO


FIDELITY INFORMATION SERVICES, INC.					/s/ Rajendra B. Vattikuti
					Rajendra B. Vattikuti
By:	/s/ Brent Bickett
Name:				Brent Bickett
Title:			EVP

CDR-COOKIE ACQUISITION, L.L.C.

By:	/s/ David H. Wasserman
Name:			David H. Wasserman
Title:		Vice President

EX-11 3 a04-10424_1ex11.htm EX-11

Exhibit 11

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of September , 2004, by and among Covansys Corporation, a Michigan corporation (the “Company”), CDR-Cookie Acquisition, L.L.C., a Delaware limited liability company (“CDR-Cookie”), Clayton, Dubilier & Rice, Inc., a Delaware corporation (“CD&R”), Rajendra B. Vattikuti (“Vattikuti”) and The Rajendra B. Vattikuti Trust established pursuant to the Second Amendment and Restatement of Revocable Living Trust Agreement, dated as of February 1, 1995 (the “Vattikuti Trust” and, together with Vattikuti, the “Vattikuti Entities”).

WHEREAS, the Company, CDR-Cookie and CDR-Cookie VI-A L.L.C., a Delaware limited liability company (“CDR-Cookie VI-A”), are parties to a Stock Purchase Agreement, dated as of March 17, 2000 (the “Stock Purchase Agreement”);

WHEREAS, the Vattikuti Entities, CDR-Cookie and CDR-Cookie VI-A are parties to a Voting Agreement, dated as of March 17, 2000 (the “Voting Agreement”);

WHEREAS, the Company and CD&R are parties to a Consulting Agreement, dated as of March 17, 2000 (the “Consulting Agreement”);

WHEREAS, the Company, CDR-Cookie and CDR-Cookie VI-A are parties to a Registration Rights Agreement, dated as of April 20, 2000 (the “Registration Rights Agreement” and, together with the Stock Purchase Agreement, the Voting Agreement and the Consulting Agreement, the “Termination Agreements”);

WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of February 9, 2001, CDR-Cookie VI-A assigned to CDR-Cookie, and CDR-Cookie assumed from CDR-Cookie VI-A, all of the right, title and interest in and to all of the assets of CDR-Cookie VI-A, and all of its liabilities and obligations;

WHEREAS, the Company and CDR-Cookie are parties to a Recapitalization Agreement, dated as of April 26, 2004, as amended by the Amendment and Acknowledgement Agreement, dated as of August 17, 2004 among the Company, CDR-Cookie, Fidelity Information Services, Inc. and the Vattikuti Entities and as further amended by the Amendment to the Recapitalization Agreement between the Company and CDR - Cookie dated as of September 9, 2004 (collectively, the “Recapitalization Agreement”), which provides, among other things, that the Termination Agreements shall terminate as a condition to the closing under the Recapitalization Agreement (the “Closing”); and

WHEREAS, on the date hereof, the parties executed and delivered the requisite transactions contemplated by the Recapitalization Agreement and otherwise fulfilled the conditions to the Closing;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and agreeing to be legally bound, the parties hereby agree as follows:

1. Termination. Effective the date hereof:

(a) The Company and CDR-Cookie hereby agree that the Stock Purchase Agreement, and all of their respective rights, benefits, duties and obligations thereunder are terminated.

(b) The Vattikuti Entities and CDR-Cookie hereby agree that the Voting Agreement, and all of their respective rights, benefits, duties and obligations thereunder are terminated.

(c) The Company and CD&R hereby agree that the Consulting Agreement, and all of their respective rights, benefits, duties and obligations thereunder are terminated.

(d) The Company and CDR-Cookie hereby agree that the Registration Rights Agreement, and all of their respective rights, benefits, duties and obligations thereunder are terminated.

Notwithstanding anything to the contrary , the foregoing shall not effect any indemnification protection provided under the Termination Agreements with respect to any facts and events existing prior to the Closing.

2. Further Assurances. In connection with the termination of the Termination Agreements, each party hereto that is a party to any such Termination Agreement agrees promptly to take such actions, and execute and deliver such additional documents, as any other party shall reasonably request to evidence such terminations.

3. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which, taken together, shall be deemed to constitute one and the same agreement. Any counterpart of this Agreement may be delivered via facsimile transmission and shall be binding on the party executing such counterpart to the same extent as an original thereof.

4. Governing Law. This Agreement shall be governed in all respects including as to validity, interpretation and effects by the laws of the State of New York, without giving

effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

[the remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Termination Agreement as of the day and year first above written.

COVANSYS CORPORATION


By:		/s/ James S. Trouba
		Name:	James S. Trouba
		Title:	CFO


CDR-COOKIE ACQUISITION, L.L.C.


By:		/s/ Kevin J.Conway
		Name:		Kevin J. Conway
		Title:		President


CLAYTON, DUBILIER & RICE, INC.


By:		/s/ Kevin J.Conway
		Name:		Kevin J. Conway
		Title:		Vice President, Secretary and Assistant Treasurer


/s/ Rajendra B. Vattikuti
RAJENDRA B. VATTIKUTI


THE RAJENDRA B. VATTIKUTI TRUST


By:	/s/ Rajendra B. Vattikuti
	Name:			Rajendra B. Vattikuti
	Title:			Trustee

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Under the Securities Exchange Act of 1934
(Amendment No. 4)*