Exhibit 10.1(a)
==============
AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to the Securities Purchase Agreement dated as of
August 28, 1996 is by and among (i) International Technology Corporation,
a Delaware corporation (the "Company") and (ii) Carlyle Partners II, L.P.,
a Delaware limited partnership (CPII"), Carlyle Partners III, L.P.
("CPIII"), a Delaware limited partnership, Carlyle International Partners
II, L.P. ("CIPII"), a Cayman Islands limited partnership, Carlyle
International Partners III, L.P. ("CIPIII"), a Cayman Islands limited
partnership, and C/S International Partners ("C/SIP"), a Cayman Islands
partnership (collectively "the Purchasers") dated November 20, 1996.
RECITALS
WHEREAS, pursuant to Section 10.8 of the Securities Purchase
Agreement, each Purchaser may assign, in whole or in part, the right to
acquire the Securities under the Securities Purchase Agreement to an
Affiliate of such Purchaser.
WHEREAS, the parties to the Securities Purchase Agreement desire to
amend the Securities Purchase Agreement to add certain Carlyle Affiliates
(as defined in the Securities Purchase Agreement) as "Purchasers" of
Securities thereunder.
WHEREAS, the parties to the Securities Purchase Agreement desire to
amend the Securities Purchase Agreement to state that C/SIP is a Cayman
Islands general partnership not a limited partnership.
WHEREAS, the parties to the Securities Purchase Agreement desire to
amend the Securities Purchase Agreement to change the definition of Carlyle
Affiliates.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Additional Purchasers. The Securities Purchase Agreement shall
be amended to add as "Purchasers" thereunder Carlyle Investment Group,
L.P., a Delaware limited partnership, Carlyle-IT Partners, L.P., a Delaware
limited partnership, Carlyle-IT International Partners, L.P., a Cayman
Islands limited partnership and Carlyle-IT International Partners II, L.P.,
a Cayman Islands limited partnership.
1
2. Purchase of Securities. The Company shall sell to each Purchaser
and each Purchaser shall purchase from the Company, Securities in the
amount set forth next to such Purchaser's name on Exhibit A attached
hereto.
3. Organization of C/SIP. The Preamble on page 1 of the Securities
Purchase Agreement shall be amended to add the words "except for C/SIP
which is a general partnership" after the phrase "each of which is a
limited partnership" and before the phrase "of which TC Group, L.L.C. is
the general partner..." Section 5.1 shall be replaced in its entirety with
the following:
Purchaser, other than C/SIP, is a limited partnership duly
formed and validly existing and in good standing as a limited
partnership under the laws of its jurisdiction of formation and
has full partnership power and authority to carry on its business
as currently being conducted. C/SIP is a general partnership duly
formed and validly existing and in good standing as a general
partnership under the laws of its jurisdiction of formation and
has full partnership power and authority to carry on its
business as currently being conducted.
4. Definition of Carlyle Affiliates. The definition of Carlyle
Affiliates in the Securities Purchase Agreement shall be amended to insert
after the phrase "and their respective affiliates" the following: "or any
entity for which any Carlyle Affiliate acts as investment advisor with
respect to the Securities."
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed, as of the date first written above.
INTERNATIONAL TECHNOLOGY CORPORATION
By: ___/s/____________________________
Name: Xxxxxxx X. XxXxxx
Title: President and Chief Executive
Officer
CARLYLE PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE PARTNERS III, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE INTERNATIONAL PARTNERS II,
L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE INTERNATIONAL PARTNERS III,
L.P.
By: TC Group, L.L.C., its General
Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
C/S INTERNATIONAL PARTNERS
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
3
CARLYLE INVESTMENT GROUP, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE-IT PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE-IT INTERNATIONAL PARTNERS,
L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
4
CARLYLE-IT INTERNATIONAL PARTNERS II,
L.P.
By: TC Group, L.L.C., its General
Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
5
EXHIBIT A
Purchaser Preferred Shares Warrant
Shares
===========================================================================
Carlyle Partners II, L.P. 11,170 1,241,166
---------------------------------------------------------------------------
Carlyle Partners III, L.P. 510 56,651
---------------------------------------------------------------------------
Carlyle International Partners II, L.P. 9,429 1,047,673
---------------------------------------------------------------------------
Carlyle International Partners III, 508 56,449
L.P.
---------------------------------------------------------------------------
C/S International Partners 2,123 235,889
---------------------------------------------------------------------------
Carlyle Investment Group, L.P. 12 1,302
---------------------------------------------------------------------------
Carlyle-IT Partners, L.P. 5,915 657,245
---------------------------------------------------------------------------
Carlyle-IT International Partners, 14,833 1,648,069
L.P.
---------------------------------------------------------------------------
Carlyle-IT International Partners II, 500 55,556
L.P.
---------------------------------------------------------------------------
i
Purchase of International Technologies
Warran
Purc
Purchase Contribution Preferred Common
Price Percentage Shares Stock
=========== ========== ========== ========
Carlyle Partners II, L.P. $11,170,495 24.8% 11,170 1,241,166
Carlyle Partners III, L.P. 509,863 1.1% 510 56,651
Carlyle International Partners II, L.P. 9,429,060 21.0% 9,429 1,047,673
Carlyle International Partners III, L.P. 508,039 1.1% 508 56,449
C/S International Partners 2,122,989 4.7% 2,123 235,889
Carylyle Investment Group, L.P. 11,721 0.0% 12 1,302
Carlyle-IT Partners, L.P. 5,915,198 13.1% 5,915 657,245
Carlyle-IT International Partners, L.P. 14,832,625 33.0% 14,833 1,648,069
Carlyle-IT International Partners II. L.P. 500,000 1.1% 500 55,556
----------- ----- ------ ----------
Total $45,000,000 100.0% 45,000 5,000,000
----------- ----- ------ ----------
TC Group, L.L.C. $45,000,000 45,000 5,000,000
Transfer:
========
Carlyle-IT Partners, L.P. - before $ 5,915,198 13.1% 5,915 657,246
transfer
Transfer to The State Board of $ 4,692,147 10.4% 4,692 521,350
Administration of the State of
Florida
Carlyle-IT Partners, L.P. - after $ 1,223,051 2.7% 1,223 135,895
transfer
SIGNATURE
_________
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: ____________, 1996
CARLYLE PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE PARTNERS III, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE INTERNATIONAL PARTNERS II,
L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE INTERNATIONAL PARTNERS III,
L.P.
By: TC Group, L.L.C., its General
Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
C/S INTERNATIONAL PARTNERS
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE INVESTMENT GROUP, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE-IT PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE-IT INTERNATIONAL PARTNERS,
L.P.
By: TC Group, L.L.C., its General Partner
By: TCG Holdings, L.L.C., its Managing
Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
CARLYLE-IT INTERNATIONAL PARTNERS II,
L.P.
By: TC Group, L.L.C., its General
Partner
By: TCG Holdings, L.L.C., its
Managing Member
By: ___/s/____________________________
Name: ________________________________
Title:________________________________
