Free Notice to Take Deposition - District Court of Delaware - Delaware

Case 1:04-cv—01268-***-MPT Document 178-2 Filed 07/21/2006 Page 1 of 3
EXHIBIT A
DEFINITIONS
A. "IT Group” refers to IT Group, Inc.
B. The "Trust" refers to the IT Litigation Trust.
C, "The Carlyle Det`endants" refers to T.C. Group L.L.C. ci/in/a The Carlyle
Group, Carlyle Partners H, L.P., Carlyle SBC Partners Il, LP., Carlyle International
Partners ll, Carlyle International Partners ill, C/S internationai Partners, Cariyle
Investment Group, L.P., Carlyle-IT International Partners II, LP., and Carlyie—IT
Partners, LP.
D. "The Director Det`endants” refers to Daniel A. D’Aniello, Francis J.
Harvey, James C. McGill, Richard W. Pogue, Philip B. Dolan, E, Martin Gibson, Robert
F. Pugliese, Charles W. Schmidt, and James David Watkins.
E. The ‘“Board" refers to the Board of Directors of II Group, inc.
F. The term “Litigation" means the lawsuit tiled against the Carlyle
Defendants and the Director Defendants in the United States District Court for the
District of Delaware, Civil Action No. O¢i»»CV—l268 (KAJ), pending before Judge Jordan.
G. The term "relating to" is used in its customary broad sense, and without
limitation includes referring to, pertaining to, mentioning, discussing, representing,
embodying, illustrating, describing, evidencing, and tending to support or to rebut, in any
manner whatsoever and whether directly or indirectly.
H. The term "person" means any natural person or any business, legal or
governmental entity, or associate.
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Case 1 :04-cv—01268-***-MPT Document 178-2 Filed 07/21/2006 Page 2 of 3
I. The connectives “and" and ‘°or" shalt be construed either disjunctively or
conjunctively, as necessary, to bring within the scope ofthe discovery request all
responses that might otherwise be construed to be outside of its scope.
J. The use of the singular form of any word includes the plural and vice
versa.
TOPICS
i. The composition, structure, and governance ofthe Trust.
2, The composition, structure, and governance ofthe Official Committee of
Unsecured Creditors ofthe IT Group,
.3. The distribution of any recoveries by the Trust in this Litigation or other
litigations pursued by the Trust, inciuding without iimitation the identity ofthe parties
who stand to receive such distributions,
4. The allegations contained in the Trust’s First Amended Complaint,
including but not limited to your ailegcd damages, and the factual basis for each of your
ailegations.
5. The solvency of IT Group from January l998 until the date IT Group
declared bankruptcy, including without limitation the basis for the Trust’s ailegations
regarding IT Group’s solvency.
6. The Carlyie Del’endants’ role and conduct with respect to IT Group,
including without limitation the basis for the allegations that the Carlyle Defendants
controlled IT Group and/or its Board of`Directors,
7. The nature of services provided by the Carlyle Defendants to IT Group.
8. The purpose and nature of tinancial advisory fees and/or investment
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banking fees paid by IT Group to the Carlyle Defendants.
9. The accounting for acquisitions of companies by IT Group in the time
period January 1998 through June 2000, including without limitation the calculation and
fairness of the purchase price for such acquisitions, and the allocation of portions ofthe
purchase price to goodwill.
10. The means by which Defendants allegedly “artificially extended" the life
of IT Group in order to obtain a return on the Carlyle Defendants investment.
li. The nature of"‘transfers for the benefit of`insiders" as alleged in {lil 61, 65,
69 and 74 of the First Amended Complaint.
t2. The nature of the payments to Defendants alleged by the Trust to
constitute Avoidable Transfers in 'llil 80—-96 ofthe First Amended Complaint.
13. Each payment niade to any Director Defendant and the basis for, and/or
antecedent debt satisfied by, such payment.
14. The approval by the Board of payment of preferred stock dividends to the
Carlyle Defendants.
15. The factual basis for the Trust’s claims under the Bankruptcy Code
Sections 544, 547-548, and 550~55l in this Litigation.
I6. The Trust’s claim of over tlSl5O million in damages, made in il l ofthe
First Amended Complaint.
E7. The Trust’s production of documents in response to Defendants’ Requests
For Production in this Litigation.
18. The Trust’s responses to Defendant Carlyle Partners ll, L.P.’s First Set of
Interrogatories.
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