AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
Exhibit 10.2
AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
This Amendment No. 1, dated as of March 28, 2006 (this “Amendment”), amends the Transaction Agreement, dated as of February 8, 2006 (the “Transaction Agreement”), by and among Solera, Inc., Automatic Data Processing, Inc., ADP Atlantic Inc., ADP Nederland B.V., ADP International B.V., ADP Canada Co. and ADP Private Limited. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.
WHEREAS, the parties hereto desire to amend the Transaction Agreement pursuant to Section 12.4 thereof to permit the transfer of a 99% ownership interest (obchodní podíl) in Czech Shelfco from ADP Nederland to Audatex Holding GmbH (Switzerland) and a 1% ownership interest (obchodní podíl) in Czech Shelfco from ADP Nederland to Audatex GmbH (Swiss) in connection with the Reorganization, and to eliminate the provisions of the Transaction Agreement relating to the transfer of the ownership interest (obchodní podíl) in Czech Shelfco directly to the Buyer.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Transaction Agreement. The Transaction Agreement is hereby amended as follows:
(a) The definition of “Net Working Capital” in Section 1.1(a) shall be amended to delete the following phrase from the final proviso thereof:
“(a) the Czech Business Assets shall be deemed to be held by the Audatex Entities, whether or not the Czech Reorganization has occurred prior to the Closing or Czech Shelfco is retained by Parent at the Closing pursuant to Section 2.7 and (b)”.
(b) Section 1.1(b) shall be amended to delete the following rows:
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“Czech Business Assets |
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2.7(a |
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Czech Closing |
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2.7(c |
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Czech Closing Date |
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2.7(c |
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Czech Consents and Notices |
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2.7(a |
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Czech Reorganization |
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2.7(a |
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(c) Section 2.1(c) shall be amended to delete the phrase “except as set forth in Section 2.7(a),”.
(d) Section 2.3(d) shall be amended to delete the phrase “except as set forth in Section 2.7(a),”.
(e) Section 2.7 shall be deleted it its entirety.
(f) Section 4.20(b) shall be amended to delete the phrase “(including the Czech Business Assets)”.
(g) Section 6.1(b) shall be amended to delete the phrase “and, if applicable, Section 2.7”.
(h) Section 6.16 shall be amended to (i) delete the phrase “Subject to Section 2.7,” from the first sentence thereof, (ii) delete the phrase “(other than the Czech Reorganization, which is the subject of Section 2.7)” from the third sentence thereof, and (iii) substitute the phrase “assets and liabilities of Czech Audatex primarily related to the Business” for the phrase “Czech Business Assets” in the last sentence thereof.
(i) Section 7.4(b) shall be amended to delete the phrase “Except as set forth in Section 2.7(a),”.
(j) Section 7.5 shall be amended to delete the phrase “Except as set forth in Section 2.7(a),”.
(k) Section 8.4(b) shall be amended to delete the phrase “Except as set forth in Section 2.7(a),”.
2. Annexes and Exhibits. The Annexes and Exhibits to the Transaction Agreement are hereby amended as follows:
(a) Annex 1.1(a) shall be amended to delete the phrase “Czech Shelfco” under the subheading “Audatex Entities”.
(b) Annex 1.1(b) shall be amended to delete the phrase “All of the ownership interests (obchodní podíl) in Czech Shelfco” under the subheading “ADP Nederland”.
(c) Annex 1.1(e) shall be amended to delete the phrase “Czech Shelfco”.
(d) Annex 2.1 shall be amended to substitute the amount “$567,500,000” for “$565,000,000” for the Purchase Price corresponding to “Foreign Shares (Audatex Holding GmbH (Switzerland))”, and further amended to delete the following row:
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“Foreign Shares (Czech Shelfco) |
$2,500,000” |
(e) Exhibit B shall be amended to delete any and all references and provisions relating to Czech Shelfco.
3. Seller Disclosure Schedule. The Seller Disclosure Schedule is hereby amended as follows:
(a) Section 2.7(a) shall be deleted in its entirety.
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(b) Section 3.3(c) shall be amended to delete item (1)(d).
(c) Section 4.2(a) shall be amended to insert the following row under the subheading “Transferred Company – Audatex Holding GmbH (Switzerland)”:
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Czech Shelfco* |
Czech Republic |
* This entity will become a Subsidiary after giving effect to the Reorganization.
(d) Section 4.4(a) shall be amended to delete the following row:
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Czech Shelfco |
ownership interest (obchodní podíl) |
100% |
(e) Section 4.4(b) shall be amended to insert the following row under the subheading “Transferred Company – Audatex Holding GmbH (Switzerland)”:
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ownership interest (obchodní |
N/A |
100% (directly |
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podíl) †† |
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and indirectly) |
† This entity will become a Subsidiary after giving effect to the Reorganization.
†† Audatex GmbH (Swiss) will own a 1% ownership interest (obchodní podíl) in Czech Shelfco after giving effect to the Reorganization.
(f) Section 4.11(b)(ii)(4)(b) shall be amended to delete item (i) in its entirety and to renumber items (ii) and (iii) as items (i) and (ii), respectively.
(g) Section 4.13, item (b)(3)(b)(ix) shall be amended and restated in its entirety to read as follows:
“(ix) Czech Shelfco: Xxxxxxx 0000, Xxxxxx, Xxxxx Xxxxxxxx.”
(h) Section 6.10(c) shall be amended to insert the following footnote after the word “Location” in the table heading:
“* All Employees listed under location “CSG Audatex Czech Republic” that are employed in the Business will be transferred to Czech Shelfco in connection with the Reorganization.”
(i) Section 6.16, item 2(b) shall be amended and restated in its entirety to read as follows:
“(b) Czech Republic:
(i) 100% of the capital shares of Czech Audatex (represented by a global share) will be transferred from Audatex Holding GmbH (Switzerland) to ADP Nederland.
(ii) A 99% ownership interest (obchodní podíl) in Czech Shelfco will be transferred from ADP Nederland to Audatex Holding GmbH (Switzerland) and a 1% ownership interest (obchodní podíl) in Czech Shelfco
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will be transferred from ADP Nederland to Audatex GmbH (Swiss).
(iii) The tangible, personal and intangible assets and corresponding liabilities constituting the Claims Services division of Czech Audatex, which division is engaged in the Business, will be transferred to Czech Shelfco in the form of a “sale of a part of enterprise” (prodej cásti podniku) under the Laws of the Czech Republic for consideration determined on the basis of an appraisal of the Claims Services division by a court-sworn appraiser appointed for this purpose by a Czech court.”
4. The effectiveness of this letter agreement is conditioned on the successful completion of the Reorganization in the Czech Republic in accordance with Section 6.16(2)(b) of the Seller Disclosure Schedule, as amended by paragraph 3(i) above, on or prior to April 7, 2006. Parent shall give written notice to the Buyer of such successful completion (or the failure of such completion) no later than five Business Days thereafter; provided, that notwithstanding anything to the contrary in the Transaction Agreement, such notice shall be deemed to have been duly given if delivered by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP to Xxxxxxxx & Xxxxx LLP by electronic transmission.
5. Except as specifically amended by this Amendment, the Transaction Agreement shall remain in full force and effect and is hereby ratified and confirmed. This Amendment shall be construed as one with the Transaction Agreement, and the Transaction Agreement shall, where the context requires, be read and construed so as to incorporate this Amendment.
6. This Amendment shall be governed by and construed in accordance with the Transaction Agreement.
7. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto.
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IN WITNESS WHEREOF, theparties hereto have executed this Amendment as of the date first written above.
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SOLERA, INC. |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Vice President |
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AUTOMATIC DATA PROCESSING, INC. |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Vice President |
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ADP ATLANTIC B.V. |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Chairman of the Board |
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ADP NEDERLAND B.V. |
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By: |
/s/ H.J.M. Xxxxxxxxx |
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Name: H.J.M. Xxxxxxxxx |
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Title: Managing Director |
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ADP INTERNATIONAL B.V. |
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By: |
/s/ H.J.M. Xxxxxxxxx |
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Name: H.J.M. Xxxxxxxxx |
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Title: Managing Director |
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ADP CANADA CO. |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: President |
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ADP PRIVATE LIMITED |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Director |
