90 High Holborn T x00 (0) 00 0000 0000 In alliance with
London WC1V 6XX F x00 (0) 00 0000 0000 Xxxxxxxxx Xxxxxxx
(OLSWANG LOGO) xxx.xxxxxxx.xxx DX 37972 Kingsway LLP
Regulated by the Law
Society
Exhibit 99.1
14 August 2006
AGREEMENT AMENDING SHARE SALE AND PURCHASE AGREEMENT RELATING TO XXXXXX SYSTEMS
GROUP LIMITED DATED 18 JULY 2006
(1) BROADVIEW
(2) KENNET
(3) HARBOURVEST
(4) THE EXECUTIVES
(5) THE MANAGEMENT SHAREHOLDERS
(6) AMDOCS LIMITED
(7) AMDOCS ASTRUM LIMITED
(8) XXXXXXXX XXXXX
CONTENTS
CLAUSE PAGE
------ ----
1. DEFINITIONS AND INTERPRETATION........................................ 1
2. AMENDMENTS TO THE SHARE PURCHASE AGREEMENT............................ 1
3. CONTINUATION OF SHARE PURCHASE AGREEMENT.............................. 4
4. COUNTERPARTS.......................................................... 4
5. GENERAL............................................................... 4
SCHEDULE 1
Parties
Part 1 - Broadview.................................................... 5
Part 2 - Kennet....................................................... 6
Part 3 - HarbourVest.................................................. 7
Part 4 - The Executives............................................... 8
Part 5 - The Management Shareholders.................................. 9
APPENDIX 1
Appendix D.......................................ERROR! BOOKMARK NOT DEFINED.
1
THIS AGREEMENT is made on 2006
BETWEEN:
(1) BROADVIEW details of which are set out in Part 1 of Schedule 1
("BROADVIEW");
(2) KENNET details of which are set out in Part 2 of Schedule 1 ("KENNET");
(3) HARBOURVEST details of which are set out in Part 3 of Schedule 1
("HARBOURVEST");
(4) THE EXECUTIVES details of which are set out in Part 4 of Schedule 1 (the
"EXECUTIVES");
(5) THE MANAGEMENT SHAREHOLDERS details of which are set out in Part 5 of
Schedule 1 (the "MANAGEMENT SHAREHOLDERS");
(6) AMDOCS LIMITED (company number 19528) whose registered office is at Tower
Hill House, Xx Xxxxxxx, Xxxxx 0, Xx Xxxxx Xxxx, Xxxxxxxx XX0 0XX, The
Channel Islands (the "BUYER PARENT");
(7) AMDOCS ASTRUM LIMITED (company number 423608) whose registered office is at
1st Floor, Xxxxx 0, Xxxx Xxxxx Xxxxxxxx Xxxx, Xxxxxx 0, Eire (the "BUYER");
and
(8) XXXXXXXX XXXXX of The Beacon, Penn, Buckinghamshire HP10 8ND.
RECITALS:
(A) Under an agreement dated 18 July 2006 (the "SHARE PURCHASE AGREEMENT") made
between the parties to this Agreement, the Sellers agreed to sell to the
Buyer and the Buyer agreed to purchase the Sellers' Shares and Sellers'
Option Shares.
(B) The parties now wish to amend the Share Purchase Agreement on the terms of
this Agreement.
(C) This Agreement is executed on behalf of some or all of the Sellers by
Xxxxx-Xxxx Xxxxx and Xxxxx Xxxxxxxx in their capacity as Sellers'
Representatives in accordance with clause 6 of the Share Purchase
Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
Capitalised terms not defined in this Agreement bear the meanings given to
them by the Share Purchase Agreement.
2. AMENDMENTS TO THE SHARE PURCHASE AGREEMENT
Each of the parties agrees that with effect from the date of this Agreement
the following provisions of the Share Purchase Agreement shall be amended
as follows (with all other terms of the Share Purchase Agreement remaining
unchanged and in full force and effect):
1
2.1 the following definition shall be inserted in clause 1:
"Professional the fees and expenses of the Sellers' Solicitors and of Xxxxxx
Costs Xxxxxxx in relation to the transactions the subject of this
Agreement, which individually (including VAT) amount to
L562,389.37 in the case of XX Xxxxxx LLP, L818,403.72 in the
case of Xxxxxx Xxxxxxx and US$5,342,385.15 in the case of Xxxxxx
Xxxxxxx, and which form part of the Transaction Costs "
2.2 the following words shall be added at the end of the definition of
"Transaction Costs" in clause 1:
"and (to the extent not included in Appendix B) the following:
(a) any social security contributions payable by any Group Company as
a consequence of the transactions contemplated by this Agreement
so far as relating to Xxx Xxxxxx and/or the Xxx Xxxxxx Option
Letter save to the extent otherwise included within D;
(b) the sums of L62,750 and $US14,750, being 50% of the aggregate
amount of each of the bonuses described as an "Ace due diligence
bonus" in the documentation disclosed under Tab 6(p) of the
Supplemental Disclosure Bundle (as defined in the Supplemental
Disclosure Letter);
(c) the aggregate value of options over shares of 0.01p par value in
the capital of the Buyer Parent to be granted and the amount of
cash to be paid on the True up Date (as defined in paragraph 1 of
Part 4 of Schedule 11) to the Employees listed in Appendix D and
the people listed in paragraph 1(t) of Part 1 of Schedule 3, and
for these purposes the value of an option over 1 such share in
Buyer Parent shall be regarded as being equal to 35% of the Price
per Y Share as calculated in accordance with the provisions of
Schedule 11;
(d) the sum of L76,725, in respect of the aggregate irrecoverable
social security contributions payable by the Group Companies
outside the United Kingdom as a consequence of the transactions
contemplated by this Agreement other than as referred to in
paragraph (a) of this definition. The Buyer shall be responsible
for any such irrecoverable social security contributions in
excess of that sum.;"
2.3 clause 7.3 shall be amended by the addition of the following words at the
end of the clause:
"and payments of any of the cash element of the Consideration or any
payment under Part 1 of Schedule 7 or under clause 12 to any person other
than a Seller may be made by the Buyer to XX Xxxxxx LLP, and the receipt of
XX Xxxxxx LLP shall be a sufficient discharge by the Buyer, who shall not
be concerned to see to the application thereof.";
2
2.4 the following shall be added as clause 31.19:
"No party shall be entitled to recover or be compensated more than once
under this Agreement in respect of the same matter."
2.5 the words "Xxxxxx Xxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxx,
Xxxxxx Poynitz-Xxxxxx" shall be inserted before the words "Xxx Xxxx" in
paragraph 1(t) of Part 1 of Schedule 3;
2.6 the following shall be added as paragraph 1(w) in Part 1 of Schedule 3:
"(w) accurate copies of entries in the Company's register of members with
regard to the shareholdings of Xxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxxxx
Xxxxxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxx showing that these individuals
hold the number of issued shares in the capital of the Company shown in the
"Cap Table", as defined in the Supplemental Disclosure Letter";
2.7 the following shall be added as paragraph 3 in Part 1 of Schedule 3:
"3. The Buyer shall on the Completion Date, provided that it has received
copies of the related invoices (which should in the case of the invoices
rendered by the Sellers' Solicitors be expressed to be payable by the
Company even if made out to the Sellers) and confirmation in a form
reasonably acceptable to the Buyer from each of the Sellers' Solicitors and
Xxxxxx Xxxxxxx that no further fees or expenses will be invoiced or charged
to any Group Company with respect to the sale of the issued and to be
issued share capital of the Company by the person giving that confirmation,
cause the Company to pay to XX Xxxxxx LLP, Xxxxxx Xxxxxxx and Xxxxxx
Xxxxxxx in pounds sterling (or US$ in the case of Xxxxxx Xxxxxxx) their
respective proportions of the amount of the Professional Costs. The parties
acknowledge that the Professional Costs have been taken into account in
calculating the "Total Sum" as defined in part 1 of Schedule 11 as the
Professional Costs form part of the Transaction Costs."
2.8 the reference in paragraph (bb) of paragraph 8.6 of Part 2 of Schedule 5 to
"Warranties 17.8 and 18.3" shall be replaced by a reference to "Warranties
17.9 and 18.3";
2.9 the word "the" before the words "Transaction Costs" in the definition of
"D" in part 1 of Schedule 11 shall be replaced by the words "any other";
2.10 the words "other than employer national insurance contributions or other
social security contributions which so arise and which are contained in D
(as defined in the formula in part 1 of Schedule 11) and which have
therefore been taken into account in calculating the Total Sum at the
relevant time" shall be inserted at the end of the introductory paragraphs
to Parts 2 and 3 of Schedule 11;
2.11 the words "(including for the avoidance of doubt Unvested Y Shares
exchanged for Restricted Stock)" shall be added after the words "sale of
shares" in the fourth line of the introductory paragraph to Part 3 of
Schedule 11;
3
2.12 the definition of "B" in paragraph 2 of Part 2 of Schedule 11 shall be
amended by adding the words "and 116,560 Vested Options held by Xxx Xxxxxx
in respect of which duly executed transfers in respect of the shares in the
capital of the Company arising on exercise of the Vested Options are
delivered to the Buyer in accordance with paragraph 1.1(m) of Part 1 of
Schedule 3 of the Share Purchase Agreement" after the words "55.5% of the
Unvested Y Shares acquired by the Buyer on the Completion Date";
2.13 the following shall be inserted as paragraph 3 in Part 4 of Schedule 11:
"3. If and to the extent that any Employee listed in Appendix D delivers to
the Buyer on or before the True up Date a waiver letter in the agreed form,
the Buyer shall on the True up Date cause to be issued to that Employee
options over ordinary shares in the Parent in accordance with the terms of
the waiver letter signed by that Employee.";
2.14 Appendix 1 to this Agreement shall be added as Appendix D to the Share
Purchase Agreement; and
2.15 Appendix B shall be amended to reflect the amount of the Professional Costs
set out in this Agreement to the extent that the amounts in relation to
such costs are different to those set out in Appendix B of the Share
Purchase Agreement.
3. CONTINUATION OF SHARE PURCHASE AGREEMENT
Save as amended by this Agreement, the Share Purchase Agreement shall
continue in full force and effect.
4. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall constitute an original, and all the counterparts shall together
constitute one and the same agreement.
5. GENERAL
5.1 The clause headings and the table of contents used in this Agreement are
inserted for ease of reference only and shall not affect construction.
5.2 No variations to this Agreement shall be effective unless made in writing
and signed by or on behalf of each party.
5.3 This Agreement shall be governed by English law. The parties irrevocably
agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute which may arise out of or in connection
with this Agreement.
THIS AGREEMENT is executed and delivered as a deed by the parties stated above.
4
SCHEDULE 1
PARTIES
PART 1 - BROADVIEW
NAME ADDRESS
---- -------
Broadview BCPSBS Fund LP c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
BCP Affiliates Fund LLC c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
BCP Capital LP c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
BCP Capital QPF LP c/o BCP Capital Management
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxx
Xxxxxxxxxx
XX 00000
XXX
5
PART 2 - KENNET
NAME ADDRESS
---- -------
Kennet 1 LP 00 Xxxxxxxxx
Xx Xxxxxx
Xxxxxx
XX0 0XX
6
PART 3 - HARBOURVEST
NAME ADDRESS
---- -------
HarbourVest One Financial Centre
International Private Boston
Equity Partners IV - Massachusetts
Direct Fund L.P. 0211
United States of America
7
PART 4 - THE EXECUTIVES
NAME ADDRESS
---- -------
Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxxx
8
PART 5 - THE MANAGEMENT SHAREHOLDERS
NAME ADDRESS
---- -------
Xxxxxx Xxxxx
Xxx Xxxxxx
Xxxxx Xxxxx
Xxxx Xxxxx
Xxxxx Xxxx
Xxxxx Xxxx-Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx
9
Xxxx Xxxxxx
Xxxxxx Xxxxx
Xxxx Xxxxxxxxx
Xxxxx Xxxxx
Xxxx Xxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxxx
10
EXECUTION
Executed as a deed by BROADVIEW
BCPSBS FUND LP acting by BROADVIEW
BCPSBS, its manager, acting by:
-------------------------------------
Xxxxx Xxxx-Xxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
/s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
Executed as a deed by BCP AFFILIATES
FUND LLC acting by BCP CAPITAL
MANAGEMENT LLC, its manager, acting
by:
-------------------------------------
Xxxxx Xxxx-Xxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
/s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
11
Executed as a deed by BCP CAPITAL LP
acting by BCP GENERAL LLC, its
general partner, acting by:
-------------------------------------
Xxxxx Xxxx-Xxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
/s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
Executed as a deed by BCP CAPITAL QPF
LP acting by BCP GENERAL LLC, its
general partner, acting by:
-------------------------------------
Xxxxx Xxxx-Xxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
/s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
12
Executed as a deed by KENNET 1 LP
acting by KENNET CAPITAL MANAGEMENT
(JERSEY) LTD, its manager, acting by:
-------------------------------------
Xxxxx Xxxx-Xxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
/s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
Executed as a deed by HARBOURVEST
INTERNATIONAL PRIVATE EQUITY PARTNERS
IV - DIRECT FUND LP acting by HIPEP
IV - DIRECT ASSOCIATES LLC, its
general partner, acting by
HARBOURVEST PARTNERS LLC, its
manager, acting by:
-------------------------------------
Xxxxx Xxxx-Xxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
/s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxx in his capacity as a
Sellers' Representative under the
Share Purchase Agreement
13
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx, as attorney for
-------------------------------------
[signature]
,as attorney for
------------------------------------
XXXXXXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
14
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
15
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
16
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
17
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXX XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
18
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
19
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
20
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXX XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
21
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
22
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXX-XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
23
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
24
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
25
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
26
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
27
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXX XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
28
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXX XXXXXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
29
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
30
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXX XXXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
31
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXX XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
32
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXX XXXXXXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
33
Executed as a deed by AMDOCS LIMITED
acting by:
/s/ Xxxxxx X. X'Xxxxx
-------------------------------------
[signature of Secretary and Treasurer]
Xxxxxx X. X'Xxxxx
[print name of Secretary and Treasurer]
Secretary and Treasurer
Present when the Common Seal of
AMDOCS ASTRUM LIMITED was affixed
hereto:
/s/ Xxx Xxxxxx
-------------------------------------
Director
/s/ Xxxxx Xxxxxxx
-------------------------------------
Director
34
Signed as a deed by:
/s/ Xxxxx Xxxxxxxx
-------------------------------------
[signature]
As attorney for
XXXXXXXX XXXXX
in the presence of:
/s/ Xxxx Xxx
-------------------------------------
[signature of witness]
Xxxx Xxx
[print name of witness]
Address
London EC44 2DX
Occupation
Paralegal
35
