-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dpss3FMZr/2u+Ud20eznYmGzchFJbWNVDz5gGoOvFDAGHpms/Q2ziBVOSZZYe9tY TPBjKggy23qgSXdf925cpw== 0000898430-99-001707.txt : 19990426 0000898430-99-001707.hdr.sgml : 19990426 ACCESSION NUMBER: 0000898430-99-001707 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990409 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IT GROUP INC CENTRAL INDEX KEY: 0000731190 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 330001212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09037 FILM NUMBER: 99600294 BUSINESS ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 BUSINESS PHONE: 4123727701 MAIL ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 9, 1999 THE IT GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-9037 33-0001212 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No) 2790 Mosside Boulevard Monroeville, Pennsylvania 15146-2792 (Address of Principal Executive (Zip Code) Offices)
Registrant's telephone number, including area code (412) 372-7701 Not Applicable (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 2. Acquisition or Disposition of Assets. (a) Completion of the Asset Purchase Agreement with ICF Kaiser International, Inc. On April 9, 1999, The IT Group, Inc., a Delaware corporation ("IT") acquired certain specified assets and certain specified liabilities of the Environmental and Facilities Management Group ("EFM") of ICF Kaiser International, Inc. ("ICF"), a Delaware corporation, for $82.0 million in cash, reduced by $8.0 million, representing working capital retained by ICF, pursuant to the previously announced asset purchase agreement (the "EFM Asset Purchase Agreement"), dated as of March 8, 1999. The acquisition of EFM was an acquisition of the operations of certain direct and indirect subsidiaries associated with ICF, including, but not limited to, the stock of certain ICF subsidiaries, which are principally engaged in the business of overseeing major program management and technical support contracts for United States government agencies, including the United States Department of Energy and Defense, and NASA, as well as private sector environmental clients. (b) Completion of the Acquisition of Roche Limited, Consulting Group. On April 9, 1999, IT satisfied its payment obligations in connection with its acquisition of Roche Limited, Consulting Group ("Roche"), a Canadian company based in Quebec City. Pursuant to the previously announced acquisition agreement (the "Roche Acquisition Agreement"), dated as of February 5, 1999, the total purchase price paid in the Roche acquisition consisted of an initial aggregate payment of $10 million in cash, plus two potential earnout payments. The transaction was accomplished in two steps. The first step was completed on March 31, 1999, when IT acquired all of the issued and outstanding capital stock of Roche and issued certain promissory notes (the "Notes"). The second step was completed on April 9, 1999, when IT satisfied its obligation under the Notes. Roche was one of the largest engineering and construction companies in Canada, principally engaged in water resources and environmental information management, including design and building capabilities in the pulp and paper, wastewater, mining and transportation markets. The financing for both the Roche Acquisition Agreement and the EFM Asset Purchase Agreement was provided by a private placement pursuant to Rule 144A of the Securities Act of 1933, as amended, of 11.25% Senior Subordinated Notes due 2009 in the aggregate amount of $225 million, completed on April 9, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. 1. The Audited Financial Statements of EFM.* Report of Independent Accountants Statement of Assets Acquired and Liabilities Assumed as of December 31, 1998* Statement of Operating Revenue and Expenses for the year ended December 31, 1998* Notes to Statements* 2. The Audited Financial Statements of Roche.* Auditors' Report Consolidated Balance Sheets as of December 31, 1998, 1997 and 1996* Consolidated Statements of Operations for the three years ended December 31, 1998* Consolidated Statements of Stockholders' Equity for the three years ended December 31, 1998* Notes to Consolidated Financial Statements* *Filed as an Exhibit to IT's Registration Statement on Form S-4, filed April 23, 1999. (b) Pro Forma Financial Information. 1. Unaudited Pro Forma Consolidated Financial Data.* Unaudited Pro Forma Consolidated Balance Sheets as of December 25, 1998* Unaudited Pro Forma Consolidated Statements of Operations and other Data for the Twelve Months ended December 25, 1998* Unaudited Pro Forma Consolidated Statements of Operations and other Data* *Filed as an Exhibit to IT's Registration Statement on Form S-4, filed April 23, 1999. (c) Exhibits.
Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated April 12, 1999, announcing the consummation of the EFM acquisition. 99.2 EFM Asset Purchase Agreement, dated as of March 8, 1999, between IT and ICF.** 99.3 Roche Acquisition Agreement, dated as of February 5, 1999, between IT and Roche.*** 99.4 Roche Amendment Agreement, dated March 31, 1999, between IT and Roche.
99.5 Purchase Agreement, dated as of April 6, 1999, between IT, certain subsidiary guarantors of IT, Donaldson, Lufkin & Jenrette Securities Corporation and Salomon Smith Barney.* 99.6 Registration Rights Agreement, dated as of April 9, 1999, between IT, certain subsidiary guarantors of IT, Donaldson, Lufkin & Jenrette Securities Corporation and Salomon Smith Barney.* 99.7 Indenture Agreement, dated as of April 9, 1999, between IT, certain subsidiary guarantors of IT and The Bank of New York, as trustee.*
* Filed as an Exhibit to IT's Registration Statement on Form S-4, filed April 23, 1999. ** Filed as an Exhibit to IT's Current Report on Form 8-K, filed March 12, 1999. *** Filed as an Exhibit to IT's Transition Report on Form 10-K for the period March 28, 1998 to December 25, 1998.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE IT GROUP, INC. Date: April 23, 1999 By: /s/ James Redwine ----------------------------- James Redwine Senior Corporate Counsel and Assistant Secretary Exhibit (a)(1) REPORT OF INDEPENDENT ACCOUNTANTS To ICF Kaiser International, Inc. We have audited the accompanying statement of assets acquired and liabilities assumed of the Environment and Facilities Management Group (the EFM Group) of ICF Kaiser International, Inc. (the Company) as of December 31, 1998, and the related statement of operating revenue and expenses, for the year then ended. The Statement of Assets Acquired and Liabilities Assumed and the related Statement of Operating Revenue and Expenses (the Statements) are the responsibility of the Company's management. Our responsibility is to express an opinion on the Statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statements. We believe that our audit provides a reasonable basis for our opinion. As discussed in Note 1, pursuant to the terms of the Asset Purchase Agreement dated March 8, 1999, the accompanying Statements have been prepared solely to present the assets acquired and liabilities assumed of the EFM Group as of December 31, 1998, and its operating revenue and expenses for the year then ended, and are not intended to be a complete presentation of the financial statements of the EFM Group. In our opinion, the Statement of Assets Acquired and Liabilities Assumed and the Statement of Operating Revenue and Expenses referred to above present fairly, in all material respects, the assets acquired and liabilities assumed of the EFM Group as of December 31, 1998, and its operating revenue and expenses for the year then ended pursuant to the Asset Purchase Agreement referred to in Note 1, in conformity with generally accepted accounting principles. PricewaterhouseCoopers LLP McLean, Virginia March 11, 1999 Exhibit (a)(2) AUDITORS' REPORT To the Directors of Roche ltee, Groupe conseil We have audited the consolidated balance sheets of ROCHE LTEE, GROUPE CONSEIL as at December 31, 1998, 1997 and 1996 and the consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the corporation's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards in Canada. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the corporation as at December 31, 1998, 1997 and 1996 and the results of its operations and the changes in its financial position for the years then ended in accordance with generally accepted accounting principles as set out in note 2 to the financial statements. On February 22, 1999, we reported separately to the stockholders of Roche ltee, Groupe conseil on the same consolidated financial statements for the 1998 and 1997 periods (March 14, 1997 for 1996), prepared in accordance with generally accepted accounting principles in Canada. Mallette Maheu General Partnership Chartered Accountants Quebec City, Canada February 22, 1999 EX-99.1 2 PRESS RELEASE Monday April 12, 8:45 am Eastern Time EXHIBIT 99.1 Company Press Release SOURCE: The IT Group The IT Group Completes Acquisition of ICF Kaiser's Environment and Facilities Management Group Substantial Earnings Accretion of $0.20 Per Share on an Annual Basis Driven By Synergies Adds $500 Million in Backlog and Private Sector Diversification PITTSBURGH, April 12/PRNewswire/ -- The IT Group, Inc. (NYSE:ITX - news) --- ---- announced today the closing of the purchase of certain assets of ICF Kaiser's Environment and Facilities Management Group (EFM). Anthony J. DeLuca, chief executive office and president of The IT Group, Inc., said, "The acquisition of EFM adds an expected $500 million of strategically important and substantially cost-reimbursable backlog, as well as major commercial client relationships in diverse industries." Mr. DeLuca went on to say, "We are prepared to implement our integration plan aggressively. Once planned synergies of $10 million are achieved, the acquisition is anticipated to add $120 million in revenue, $20 million in operating cash flow and $0.20 earnings per share on an annual basis. Earnings per share accretion of $0.10 is expected in 1999. The IT Group's outsourced services business should be enhanced by EFM's 23% interest in the Space Gateway Support joint venture, which provides facilities operations and management support for NASA at the Kennedy Space Center. This contract is anticipated to generate, over a 10-year period, $2.2 billion of gross revenues to the joint venture." "The integration of GTI, acquired in December 1998, has gone well and we expect first quarter earnings to be in line with Wall Street expectations," Mr. DeLuca added. The IT Group, Inc., is a leading provider of diversified, value-added services in the areas of consulting, facilities management, engineering & construction and remediation. Additional information about The IT Group can be found on the Internet at www.theitgroup.com. The IT Group's common stock and depositary ------------------ shares are traded on the New York Stock Exchange under the symbol ITX and ITXpr, respectively. Statements of The IT Group's or management's intentions, beliefs, expectations or predictions denoted by the words anticipate, believe, expect and similar expressions (including confidence and potential) are forward-looking statements that reflect the current views of The IT Group and its management about future events and are subject to certain risks, uncertainties and assumptions. The IT Group's actual results could differ materially from those projected in such forward-looking statements as a result of a number of factors including competitive factors and pricing pressures, the effect of integrating EFM, GTI and any other major acquisitions and achievement of expected synergies therefrom, bidding opportunities and success, project results, funding of backlog and industry-wide factors. SOURCE: The IT Group EX-99.4 3 AMENDMENT AGREEMENT EXHIBIT 99.4 AMENDMENT AGREEMENT ------------------- MEMORANDUM OF AGREEMENT made on the 31st day of March, 1999, BY AND BETWEEN: The persons listed in Exhibit "A" hereto, each of whom ----------- herein represented by Mr. Michel Labbe, its, his or her lawful mandatary, duly authorized for all of the purposes hereof, other than Mr. Michel Labbe who is also herein acting on his own behalf (each, a "Vendor"); AND: IT Holdings Canada, Inc., a corporation incorporated under the Laws of the Province of New Brunswick, with its registered office at 44 Chipman Hill, 10th Floor, St. John, New Brunswick, E2L 4S6, herein acting and represented by Mr. James M. Redwine, Assistant- Secretary (the "Purchaser"); AND INTERVENED TO BY: The IT Group, Inc., a corporation incorporated under the Laws of the State of Delaware, herein acting and represented by Mr. James M. Redwine, Senior Corporate Counsel and Assistant-Secretary ("ITX"); AND: Roche Ltee, Groupe Conseil, a corporation governed by the Canada Business Corporations Act, with its head office at 3075, chemin des Quatre-Bourgeois, Suite 300, Sainte-Foy, Quebec, G1W 4Y4, herein acting and represented by Mr. Michel Labbe, President ("Roche"); WHEREAS the Vendors and the Purchaser executed a Share Purchase Agreement dated February 5, 1999, to which intervened ITX, pursuant to which the Purchaser agreed to purchase and the Vendors agreed to sell all of the issued and outstanding shares in the share capital of Roche and various related matters (the "Share Purchase Agreement"); WHEREAS the Parties intend to proceed to Closing on March 31, 1999; WHEREAS, in variation of the Share Purchase Agreement, the Initial Payment will be made by way of a promissory note and part only of the Capital Contributions will be paid in cash on the Closing Date, with an extension of the date on which the Purchaser will complete such Capital Contributions; AND WHEREAS the Parties desire to amend the Share Purchase Agreement in consequence of these variations. -2- NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, in consideration of the mutual covenants herein contained, it is agreed by and between the Parties as follows: 1. Defined Terms. Capitalized terms used herein, not otherwise defined herein, ------------- shall have the meanings ascribed thereto in the Share Purchase Agreement. 2. Initial Payment. Notwithstanding the definition of "Initial Payment" in --------------- Section 1.1.26 of the Share Purchase Agreement, the Initial Payment shall be made as at 10:00 a.m. on the Closing date and shall be an amount of two million three hundred thirty-seven thousand seven hundred and thirty-eight dollars (Cdn$2,337,738). In addition, notwithstanding Section 2.2 of the Share Purchase Agreement, the Initial Payment shall be made and fully satisfied by the Purchaser by delivery to the Vendors of a promissory note of the Purchaser, guaranteed by ITX, in the full amount of the Initial Payment plus interest thereon from the date hereof at the annual rate equal to the prime rate of interest charged by the Bank of Montreal as amended from time to time, plus one percent (1%), payable within three (3) business days (in the State of Pennsylvania) after the closing by ITX of its offering of US$200 million Senior Subordinated Notes due 2009 but, in any case, no later than April 16, 1999 (the "Funding Date"). 3. Capital Contributions. Notwithstanding Section 2.3 of the Share Purchase --------------------- Agreement, the Purchaser shall satisfy the Capital Contributions by subscribing for, as at 10:30 a.m. on the Closing Date, twelve million nine hundred forty- eight thousand seven hundred and eighteen (12,948,718) Common Shares of New Roche at a subscription price of One dollar (Cdn$1.00) per share for an aggregate subscription price of twelve million nine hundred forty-eight thousand seven hundred and eighteen dollars (Cdn$12,948,718), of which: (a) an amount of three million two hundred seventy-four thousand three hundred and forty- eight dollars (Cdn$3,274,348) will be paid on the Closing Date by bank draft, certified cheque or wire transfer, which amount is hereby directed by New Roche to be paid to Michel Labbe in trust for the purposes of payment in cash of promissory notes given as consideration for the repurchase for cancellation of various classes of shares of the Corporation and New Roche as set forth in steps 3, 4, 12 ,17 and 19 of the Memorandum of Le Groupe Mallette Maheu attached as Schedule 1.1.46 to the Share Purchase Agreement, as consideration for the issuance of three million two hundred seventy-four thousand three hundred and fourty-eight (3,274,348) Common Shares on the Closing Date; and (b) an amount of nine million six hundred seventy-four thousand three hundred seventy dollars (Cdn$9,674,370) will be paid on the Funding Date as consideration for the issuance on the Funding Date of nine million six hundred seventy-four thousand three hundred and seventy (9,674,370) Common Shares. In addition to such subscription price, the Purchaser will pay New Roche on the Funding Date an amount equivalent to interest thereon from the date hereof at the annual rate equal to the prime rate of interest charged by the Bank of Montreal as amended from time to time, plus one percent (1%). 4. Guarantee. As guarantee for certain obligations of Roche: --------- (a) ITX shall grant on the Closing Date a guarantee in favour of London Guarantee Insurance Company in the amount of three million five hundred forty thousand eight hundred and seventy-three dollars (Cdn$3,540,873) plus interest thereon from the -3- date hereof at the annual rate of interest equal to the prime rate of the Bank of Montreal from time to time, plus one percent (1%), as guarantee for Roche's obligation to reimburse London Guarantee Insurance Company of amounts paid on behalf of Roche to settle litigation instituted by Laframboise in connection with the Pembroke Project; (b) ITX shall grant on the Closing Date a guarantee in favour of Axa Boreal Insurance Inc. in the amount of four million forty-six thousand seven hundred and thirteen dollars (Cdn$4,046,713) plus interest thereon from the date hereof at the annual rate of interest equal to the prime rate of the Bank of Montreal from time to time, plus one percent (1%), as guarantee for Roche's obligation to reimburse Axa Boreal Insurance Inc. of amounts paid on behalf of Roche to settle litigation instituted by Laframboise in connection with the Pembroke Project; and (c) the Purchaser shall issue, and ITX shall guarantee, on the Closing Date a promissory note payable to Michel Labbe in trust in the amount of nine million six hundred seventy-four thousand three hundred and seventy dollars (Cdn$9,674,370) plus interest thereon from the date heereof at the annual rate of interest equal to the prime rate of the Bank of Montreal from time to time, plus one percent (1%), as guarantee for payment of the capital contributions as set forth in section 3 b), being: (i) Roche's obligation to reimburse London Guarantee Insurance Company and Axa Boreal Insurance Inc. of amounts paid on behalf of Roche to settle litigation instituted by Laframboise in connection with the Pembroke Project; and (ii) the repayment of all promissory notes given as consideration of repurchases of shares of the Corporation and New Roche as set forth in steps 3, 4, 12, 17 and 19 of the memorandum of Le Groupe Mallette Maheu attached as Schedule 1.1.46 to the Share Purchase Agreement, to the extent not paid on the Closing Date pursuant to section 3(a). For greater certainty, the Common Shares of New Roche referred to in section 3(b) shall only be issued as, and to the extent, the payments referred to in section 5 are paid. 5. Direction of Payment. By its intervention hereto, Roche hereby irrevocably -------------------- directs the Purchaser to satisfy the Capital Contributions referred to in section 3(b) as follows: (a) the Purchaser shall pay on the Funding Date to London Guarantee Insurance Company the amount of three million five hundred forty thousand eight hundred and seventy-three dollars (Cdn$3,540,873) plus interest thereon from the date hereof at the annual rate of interest equal to the prime rate of the Bank of Montreal from time to time, plus one percent (1%), such payment to be in satisfaction of Roche's obligation to reimburse London Guarantee Insurance Company of amounts paid on behalf of Roche to settle litigation instituted by Laframboise in connection with the Pembroke Project; (b) the Purchaser pay on the Funding Date to Axa Boreal Insurance Inc. the amount of four million forty-six thousand seven hundred and thirteen dollars (Cdn$4,046,713) plus interest thereon from the date hereof at the annual rate of interest equal to the prime rate of the Bank of Montreal from time to time, plus one percent (1%), such -4- payment to be in satisfaction of Roche's obligation to reimburse Axa Boreal Insurance Inc. of amounts paid on behalf of Roche to settle litigation instituted by Laframboise in connection with the Pembroke Project; and (c) the Purchaser shall pay on the Funding Date to Michel Labbe in trust the amount of two million eighty-six thousand seven hundred eighty-four dollars (Cdn$2,086,784) plus interest thereon from the date hereof at the annual rate of interest equal to the prime rate of the Bank of Montreal from time to time, plus one percent (1%), such payment to be used to repay all promissory notes given as consideration on repurchases of shares of the Corporation and New Roche as set forth in steps 3, 4, 12, 17 and 19 of the memorandum of Le Groupe Mallette Maheu attached as Schedule 1.1.46 to the Share Purchase Agreement, to the extent not paid on the Closing Date pursuant to section 3(a). 6. Pledge Agreement. As further security for the obligations of Purchaser to ---------------- pay all principal and interest referred to in sections 2 and 5, Purchaser shall execute a pledge agreement in favour of Vendors pursuant to which Purchaser will grant a movable hypothec with delivery on the Purchased Shares and the three million two hundred seventy-four thousand three hundred and forty-eight (3,274,348) Common Shares issued from treasury of New Roche pursuant to the Capital Contribution made in section 3(a). Such pledge agreement shall be on terms and conditions satisfactory to the Parties. 7. Assumed Debt. For greater certainty, in the event any funds paid by ------------ Purchaser to Roche on Closing are used to pay down Assumed Debt, such payment shall not be reflected as an increase in net book value of New Roche pursuant to section 2.4 of the Share Purchase Agreement. 8. Representation on Authorized and Issued Capital. The references in the ----------------------------------------------- second paragraph of Section 3.1.7 of the Share Purchase Agreement to twelve million eight hundred twenty-three thousand three hundred and thirty-five (12,823,335) Common Shares shall be substituted with references to twelve million nine hundred forty-eight thousand seven hundred and eighteen (12,948,718) Common Shares. 9. Non-Competition Agreements. Notwithstanding anything contained in the Share -------------------------- Purchase Agreement, the Parties acknowledge that the Non-Competition Agreements were signed by the parties thereto on dates prior to the Closing Date, the whole in anticipation of the originally proposed Closing Date. 10. Unconditional Obligation. For greater certainty and notwithstanding the ------------------------ Share Purchase Agreement, the obligation of the Purchaser to make the payments as instructed in section 5 hereof on the Funding Date and the obligations of ITX as guarantor (as per the terms of its intervention to promissory notes issued in accordance herewith) are unconditional and not be subject to counterclaims, set- offs and other rights and remedies otherwise available to the Purchaser. 11. Confirmation of Conditions to Closing. Vendors hereby confirm the full and ------------------------------------- complete satisfaction of each of the conditions to Closing for the benefit of Purchaser stipulated in Section 11.1 of the Share Purchase Agreement. Purchaser hereby confirms the full and complete satisfaction of each of the conditions to Closing for the benefit of Vendors set forth in Section 11.2 of the Share Purchase Agreement. -5- 12. Intervention by ITX. The intervention of ITX in the Share Purchase ------------------- Agreement shall be deemed to be amended by deleting the last two sentences of the first paragraph thereof, but only to the extent of the obligations and covenants referred to in sections 2,3 and 4 hereof. 13. Schedule 1.1.46. Schedule 1.1.46 of the Share Purchase Agreement is amended --------------- and replaced with Schedule A of this Agreement and any reference to Schedule 1.1.46 in the Share Purchase Agreement or in this Agreement shall be deemed a reference to the Schedule as amended. 14. Other Amendments. The Share Purchase Agreement shall be deemed to be ---------------- amended to the extent necessary to reflect the revised payments, procedures and conditions herein. 15. Language of Agreement. The Parties acknowledge that it is their express --------------------- wish that this Agreement and all related documents be prepared in English. Les parties ont demande que cette convention et tous documents y afferents soient rediges en langue anglaise. 16. Governing Law. This Agreement shall be governed by and interpreted and ------------- construed in accordance with the internal Laws presently in force in the Province of Quebec. 17. Miscellaneous. The Parties hereby confirm that all other interpretive and ------------- miscellaneous clauses of the Share Purchase Agreement (including Section 14.11 Arbitration) hereby apply to this Agreement, mutatis mutandis. -6- IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above mentioned.
IT Holdings Canada, Inc. The Persons listed in Exhibit "A" of the Share Purchase Agreement Per: ---------------------------------------- James M. Redwine Per: Assistant-Secretary ------------------------------------------------------------ Michel Labbe Their lawful mandatary
-7- Intervention of The IT Group, Inc. ------------------ For valuable consideration, the receipt and adequacy of which is hereby acknowledged, The IT Group, Inc. hereby unconditionally and irrevocably guarantees to and in favour of Vendors the timely performance and fulfillment by Purchaser of its obligations and covenants under this Agreement. The IT Group, Inc. acknowledges that Vendors are relying on this guarantee in connection with the sale of the Purchased Shares under the Agreement and that Vendors would not have entered into the Agreement without such guarantee. DATED this 31st day of March, 1999. The IT Group, Inc. Per: -------------------------------------------- James M. Redwine Senior Corporate Counsel and Assistant Secretary -8- Intervention of Roche Ltee, Groupe Conseil -------------------------- Roche Ltee, Groupe Conseil hereby intervenes to this Amendment Agreement to direct, and confirm the direction to, IT Holdings Canada, Inc. to pay the Capital Contributions referred to in section 3 of this Agreement in the manner and to the persons indicated in sections 3 (a) and 5 of this Agreement and that, upon payment of Capital Contributions referred to in section 3 (a) of this Agreement, Roche will issue to IT Holdings Canada, Inc. the number of Common Shares indicated therein and, upon the payments referred to in section 3 (b) to be made as contemplated in section 5 of this Agreement, Roche will issue to IT Holdings Canada, Inc. the number of Common Shares referred to in section 3 (b) of this Agreement. DATED this 31st day of March, 1999. Roche Ltee, Groupe Conseil Per: -------------------------------------------- Michel Labbe President EXHIBIT "A" ----------- To the Amendment Agreement made on the 31st day of March, 1999, by and between the Persons listed in Exhibit "A" thereto and IT Holdings Canada, Inc. and ----------- intervened thereto by The IT Group, Inc. and Roche Ltee, Groupe Conseil. ================================================================================
Vendors ------- Jean Beaudoin Benoit Lapierre Paul-Emile Belanger Andre Lemieux Daniel Bergeron Yves Lortie Jean Bernier Dany McCarvill Pierre Bertrand France Michaud Christian Berube Marc Morais Robert Boutet Alain Ostiguy Pierre Brulotte Yves Petitclerc Jean Bundock Paul Picard Marc-Yvan Cote Michel Porlier Marc Drouin Denis Potvin Serge Dussault Pierre Rochefort Jean-Pierre Fau Denis St-Cyr Andre Giguere Claude Tessier Michel Gilbert Robert Topping Sam Hammad Michel Tremblay Michel Labbe Andre Vachon Jean-Guy Lajoie Claude Vezina Jean-Pierre Lambert Gestion Pilac inc.
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