EXHIBIT 10.3
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (the "Amendment"), dated as
of March 5, 2003 amends that certain Purchase Agreement (the "Purchase
Agreement"), dated as of February 12, 2003, by and among Indus International,
Inc., a Delaware corporation; SCT Utility Systems, Inc., a Delaware corporation
(the "Company"), Systems & Computer Technology Corporation, a Delaware
corporation and the indirect parent of the Company, SCT Financial Corporation, a
Delaware corporation and the direct parent of the Company, SCT Property, Inc., a
Delaware corporation; SCT International Limited, a limited liability corporation
organized under the laws of England and Wales; SCT Technologies (Canada) Inc., a
company organized and existing under the laws of the Province of Ontario,
Canada; SCT Software & Resource Management Corporation, a Delaware corporation;
and Systems & Computer Technology International B.V., a corporation organized
under the laws of the Netherlands.
PREAMBLE
Each of the Parties has entered into the Purchase Agreement, and each
of the Parties desires to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the above and the agreements set
forth herein, the Parties agree as follows:
1. The text of Section 2.3(a) of the Purchase Agreement is hereby
deleted and replaced in its entirety with the following:
"(a) Purchase Price. Subject to the adjustments set
forth in this Section 2.3, the consideration to be
paid by Purchaser to the Sellers for the Shares and
the Purchased Assets is Thirty Nine Million Thirty
Five Thousand Dollars ($39,035,000) ($29,035,000 of
which is payable in cash by wire transfer of
immediately available funds and $10,000,000 of which
is payable pursuant to the SCT Note) (collectively,
the "Purchase Price")."
2. Schedule 2.1(b)(i) hereto is hereby amended to include the SCT
Utilities Sales Booth in addition to those items of Purchased
Personal Property listed on such Schedule on the date of the
Purchase Agreement.
3. Schedule 2.1(b)(iv) hereto is hereby amended to include those
Contracts listed on Schedule A hereto in addition to those
Contracts listed on such Schedule on the date of the
Agreement.
4. The following is hereby inserted into the Purchase Agreement
as Section 3.14(g):
"(g) The Banner General computer software program
that is used in the operation of the Business and
imbedded in the Company's software licensed to its
customers (the "Banner General Software") has not
violated or infringed, and is not violating or
infringing upon, any Intellectual Property of a Third
Party. No Person has asserted to the Company or any
Seller, in writing, a claim of such infringement,
violation or unlawful or wrongful use. The Company
and each Seller, as applicable, has taken
commercially reasonable measures to enforce, maintain
and protect the interests and rights to the Banner
General Software. Neither the Company nor any Seller
is obligated to make or has incurred any Liabilities
to make, any payments for royalties, fees or
otherwise to any Person for the acquisition or
license of any of the Banner General Software from
such Person. All trademarks, trade names, service
marks, assumed names and copyrights and all
registrations thereof included in or related to the
Banner General Software are valid and subsisting.
Neither the Company nor any of the Sellers has any
Knowledge of any infringement or misappropriation of
the Banner General Software."
5. The text of Section 6.17 of the Purchase Agreement is hereby
deleted and replaced in its entirety with the following:
"6.17 LICENSE. The Sellers shall have entered into
one or more license agreements pursuant to which the
Sellers will license certain rights to the Company,
including those rights set forth on Schedules
5.17(b.1) and 5.17(b.2), on the terms set forth in
Section 5.17(b) and other terms mutually acceptable
to the Parties (collectively, the "License
Agreement").
6. The text of Section 10.1(a)(iii) of the Purchase Agreement is
hereby deleted and replaced in its entirety with the
following:
"(iii) any matter relating to the claim brought by
KPMG Consulting, Inc. against the Company in the
circuit court of the eleventh judicial circuit, case
number 02-14170 CA10, or the Contract underlying such
claim as it relates to Miami-Dade County; and any
matter relating to the claim brought by Allegheny
County Sanitary Authority against Deloitte & Touche
LLP and Deloitte Consulting LLC in the court of
common pleas of Allegheny county, Pennsylvania, case
number 00-8729 (the "ALCOSAN Complaint") or any claim
against the Company arising from the facts and
circumstances asserted in the ALCOSAN Complaint; and
any matter relating to the claim brought by Integral
Energy Australia against the Company in the
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Xxxxxxx Xxxxx xx Xxx Xxxxx Xxxxx, Xxxxxxxxx, case
number 20239/01, or the Contract underlying such
claim;"
7. The following is hereby inserted into the Purchase Agreement
as Section 10.4(e):
"(e) Notwithstanding the terms of Section 10.3, or any other
subsection of Section 10.4, of this Purchase Agreement, SCT
shall have, at its sole cost and expense, the sole and
exclusive right to control the defense of the claims
enumerated in Section 10.1(a)(iii) of this Purchase Agreement
and neither the Company nor the Purchaser shall have any right
to participate in the defense of, or settle, such claims
without the prior written consent of SCT."
8. The following is hereby inserted into the Purchase Agreement
as Section 10.10:
"10.10 SURVIVAL. Subject to the time limitations set
forth in Section 10.6(a), all representations,
warranties, covenants and agreements contained in
this Agreement or any Transaction Document shall
survive the Closing, except that the representations,
warranties, covenants and agreements contained in the
SCT Note, the SCT Mortgage, the SCT Guaranty, the
License Agreement and the Transition Services
Agreement shall be effective for the periods
specified in such agreements."
9. The following text is hereby added as a disclosure listed on
Schedule 3.21 to the Purchase Agreement in addition to the
other disclosures listed thereon on the date of the Agreement:
"A Claim has been brought by Integral Energy
Australia against the Company in the Supreme Court of
New South Wales, Australia, case number 20239/01."
10. The Parties hereby further agree that the delivery of the
License Agreement at the Closing shall (a) satisfy the
covenants of Sellers in Section 5.17(b) and (ii) fulfill the
condition precedent set forth in Section 6.17 of the Purchase
Agreement.
11. The Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Capitalized terms used but not otherwise defined in the
Amendment shall have the meaning assigned to them in the
Purchase Agreement.
12. The Amendment will be governed by and construed under the laws
of the State of Delaware without regard to principles
pertaining to conflict of laws.
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13. Except as specifically amended hereby, the Purchase Agreement
shall remain in full force and effect as is hereby ratified
and confirmed.
[Signatures on the following page]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first written above.
INDUS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
SCT UTILITY SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
SCT FINANCIAL CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
SCT PROPERTY, INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
SCT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
[Signatures continued on the following page]
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SCT TECHNOLOGIES (CANADA), INC.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
SYSTEMS & COMPUTER TECHNOLOGY INTERNATIONAL B.V.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
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SCHEDULE A
The promissory notes issued by Xxxxxxxx X. Xxxxxx, Xxxxxxxx Xxxxx, Xxxx
Xxxxx-Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxx Xxxxxxxxx,
Xxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxxx , Xxxxx Xxxxxxxxxx, Xxx X.
Xxxxxxxx and Xxxxx Xxxxxxxx in favor of SCT.
All Invention Assignment and Confidentiality Agreements (or similar
agreements) among Systems & Computer Technology Corporation and/or its
subsidiaries and any Hired Employee.
Release and Separation Agreement dated May 31, 2002 by and between
Xxxxxxx Xxxxxxx and Systems & Computer Technology Corporation.
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