EXHIBIT 2.3
AMENDMENT NO. 4 TO THE ASSET PURCHASE AGREEMENT
AMENDMENT NO. 4, dated May 3, 2002 (this "Amendment") to the ASSET
PURCHASE AGREEMENT (the "Original Agreement"), dated as of January 23, 2002, as
amended, by and among THE SHAW GROUP INC., a Louisiana corporation (together
with its Designee(s), if any, "Buyer"), and THE IT GROUP, INC., a Delaware
corporation ("ITG") and the Subsidiaries (as defined in the Agreement) of ITG
that are listed on the signature pages to this Amendment (together with ITG,
"Sellers").
RECITALS
WHEREAS, capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement;
WHEREAS, the Parties previously amended the Original Agreement on
January 24, 2002, pursuant to Amendment No. 1 to the Asset Purchase Agreement
(the "First Amendment");
WHEREAS, the Parties further amended the Original Agreement on January
29, 2002, pursuant to Amendment No. 2 to the Asset Purchase Agreement (the
"Second Amendment");
WHEREAS, the Parties further amended the Original Agreement on April
30, 2002, pursuant to a Letter Agreement to the Asset Purchase Agreement (the
"Letter Agreement");
WHEREAS, the Parties further amended the Original Agreement on May 2,
2002, pursuant to Amendment No. 3 (the "Third Amendment", together with the
Original Agreement, First Amendment, the Second Amendment and the Letter
Agreement, the "Agreement");
WHEREAS, Section 2.08(a) of the Agreement currently contemplates that
at least two days prior to the Closing Date, ITG will cause the Agreement to be
amended to add as Sellers any of its Subsidiaries that have any right, title or
interest in or to any of the Assets;
WHEREAS, the Parties desire to amend the Agreement to join and bind
certain additional Subsidiaries of ITG as Sellers; and
WHEREAS, Section 9.12 of the Agreement provides that the Agreement may
be amended by execution of a written instrument executed by the Parties thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, and the
agreements, covenants, representations and warranties contained in the Agreement
and herein, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged and accepted, the Parties, intending to be
legally bound, hereby agree as follows:
1. Each Subsidiary of the Company listed on the signature pages of this
Amendment (the "Additional Selling Subsidiaries") agrees (i) to join and become
a Party to the Agreement and (ii) to be bound by all of the terms and
obligations set forth in the Agreement as of the
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Effective Date. Each Additional Selling Subsidiary hereby ratifies all actions
heretofore taken or performed by ITG to the extent taken or performed in
connection with the Agreement and the Transactions.
2. Except as specifically amended hereby, the terms and provisions of
the Agreement shall continue and remain in full force and effect and the valid
and binding obligation of the Parties thereto in accordance with its terms. All
references in the Agreement (and in any other agreements, documents and
instruments entered into in connection therewith) to the "Agreement" shall be
deemed for all purposes to refer to the Agreement, as amended.
3. This Amendment may be executed in one or more counterparts, each of
which shall be an original, with the same effect as of the signatures hereto and
thereto were upon the same instrument.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to the conflicts of law rules
of such state.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties have executed this Amendment and caused
the same to be duly delivered on their behalf on the day and year first written
above.
THE IT GROUP, INC.
By: /s/ HARRY J. SOOSE, JR.
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Its: SVP & CFO
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THE SHAW GROUP INC.
By: /s/ GARY P. GRAPHIA
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Its: Secretary
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37-02 COLLEGE POINT BOULEVARD, LLC
ADVANCED ANALYTICAL SOLUTIONS, INC.
E-COM SOLUTIONS, INC.
EMPIRE STATE I, LLC
EMPIRE STATE II, LLC
EVAP TECHNOLOGIES, LLC
EVERGREEN ACQUISITION SUB I, INC.
GROUNDWATER TECHNOLOGY, INC.
IT C&V OPERATIONS, INC.
IT E&C OPERATIONS, INC.
IT ENVIRONMENTAL AND FACILITIES, INC.
IT INTERNATIONAL HOLDINGS, INC.
IT INTERNATIONAL INVESTMENTS, INC.
IT INTERNATIONAL INVESTMENTS, INC.
IT INTERNATIONAL OPERATIONS, INC.
IT INVESTMENT HOLDINGS, INC.
JERNEE MILL ROAD, LLC
KIP I, LLC
LANDBANK ACQUISITION I, LLC
LANDBANK ACQUISITION II, LLC
LANDBANK ACQUISITION III, LLC
LANDBANK ENVIRONMENTAL PROPERTIES, LLC
LANDBANK REMEDIATION CORP.
LANDBANK, INC.
LANDBANK WETLANDS, LLC
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MARCONI WARTBURG, LLC
MILLSTONE RIVER WETLANDS SERVICES, INC.
NORTHEAST RESTORATION COMPANY, LLC
ORGANIC WASTE TECHNOLOGIES, INC.
OTAY MESA VENTURES I, LLC
PHR ENVIRONMENTAL CONSULTANTS, INC.
RARITAN VENTURE I, LLC
THE DORCHESTER GROUP, LLC
U.S. WETLAND SERVICES, LLC
WHIPPANY VENTURE I, LLC
WYCKOFF'S MILLS, LLC
AMERICAN LANDFILL SUPPLY CO., INC.
BENECIA NORTH GATEWAY, LLC
EMCON
EMCON INDUSTRIAL SERVICES, INC.
ENTERPRISE, ENVIRONMENTAL & EARTHWORKS, INC.
FLUOR DANIEL ENVIRONMENTAL SERVICES, INC. (FDESI)
GRADIENT CORPORATION
IT ALASKA, INC.
IT BAKER LLC
IT CORPORATION
IT CORPORATION OF NORTH CAROLINA, INC.
IT - TULSA HOLDINGS, INC.
ITGTECH
JELLINEK, SCHWARTZ & CONNOLLY, INC.
JSC INTERNATIONAL, INC.
KATO ROAD, LLC
KEYSTONE RECOVERY, INC.
LFG SPECIALTIES, INC.
MONTEREY LANDFILL GAS COMPANY
NATIONAL EARTH PRODUCTS, INC.
NORTHERN CALIFORNIA DEVELOPMENT LIMITED
OHM CORPORATION
OHM REMEDIATION SERVICES CORP.
OHM REMEDIATION SERVICES OF CANADA, LTD.
PACIFIC ENVIRONMENTAL GROUP, INC.
SIELKEN, INC.
SUBMERGED LANDS, LLC
W&H PACIFIC, INC.
WEHRAN NEW YORK, INC.
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HL NEWHALL, LLC
By: /s/ JAMES M. REDWINE
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Name: James M. Redwine
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Title: Authorized Signatory
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CHIMENTO WETLANDS I, LLC
By: /s/ JAMES M. REDWINE
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Name: James M. Redwine
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Title: President
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