SHARE PURCHASE AGREEMENT
Dated 7 October 1997
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
(2) THE SHAREHOLDERS IN THE PROCESS OF CONSTITUTING PRG FRANCE SA
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(3) BANQUE INTERNATIONALE A LUXEMBOURG S.A.
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SHARE PURCHASE AGREEMENT
for the acquisition of share capital of Financiere Alma SA
and Alma Intervention SA
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THIS AGREEMENT is made on 7 October 1997.
BETWEEN:
(1) THE PROFIT RECOVERY GROUP INTERNATIONAL, INC, a Georgia corporation
("PRG"), Clinton McKellar, Jr. acting as Agent (mandataire) in the name
and on behalf of PRG France SA a French societe anonyme in the process of
formation at the date hereof ("AGENT") (which expression shall on
formation of PRG France SA mean PRG France SA), PRG Agent and PRG France
SA being called together the "PURCHASER"WHICH EXPRESSION INCLUDES EACH OF
ANY OF THEM;
(2) BANQUE INTERNATIONALE A LUXEMBOURG S.A. ("VENDOR").
THE PARTIES AGREE AS FOLLOWS:
1. SALE AND PURCHASE
1.1 The Vendor sells to PRG and PRG purchases from the Vendor (i) the number
of shares in Financiere Alma SA ("FA") and the number of shares in Alma
Intervention SA ("AI") of which the Vendor is the owner as set out in
Section 1 of ANNEX 1, and (ii) the Vendor sells and the Agent purchases
the number of shares in FA and the number of shares in AI of which the
Vendor is the owner as set out in Section 2 of ANNEX 1, in each case
with effect from 1 October 1997 free from any mortgage, charge, pledge,
lien, security interest or other third party right or interest, or
option or restriction of any nature over or in respect of the relevant
asset, security or right (the "ENCUMBRANCES"), and together with all
accrued benefits and rights attaching thereto and all dividends declared
after the 30 June 1997 in respect of the all such shares in FA
(collectively, the "FA SHARES") and all such shares in AI (collectively
the "AI SHARES").
As at date hereof the Vendor delivers to the Purchaser the shares
transfer forms relating to all the FA Shares and AI Shares referred to
in ANNEX 1 duly signed and completed in favour of the Purchaser and the
Agent, as appropriate.
1.2 The Vendor hereby represents, warrants, covenants, undertakes and where
indicated acknowledges with the Purchaser (so as to bind it, its
personal representatives, successors and assigns) as follows:
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1.2.1 that Vendor has the right to dispose of the FA Shares and the AI
Shares which it sells to Purchaser;
1.2.2 that Vendor is disposing of the FA Shares and AI Shares free
from any Encumbrances together with all such rights now or
hereafter attaching thereto, including the right to all
dividends and other distributions (if any) declared, after 30
June 1997;
1.2.3 as set out in ANNEX 2 to this Agreement;
1.2.4 that Vendor hereby unconditionally remise, release and forever
discharges FA, AI, and all subsidiaries and affiliates of FA and
AI, the Purchasers and all subsidiaries and affiliates of PRG,
and all officers and directors of any and all of the foregoing
entities (collectively the "RELEASED PARTIES") from all and any
claims whatsoever Vendor may have against any and all of the
Released Parties;
1.2.5 that Vendor hereby waives and releases any and all right, title
and interest of any nature whatsoever in FA, AI or any of their
subsidiaries and affiliates, or the business, assests or profits
of same arising out of, resulting from or relating to any
agreement, oral or written, by law or otherwise, including but
not limited to any investment agreement, loan agreement,
shareholders' agreement or the like; and
1.2.6 that Vendor acknowledges that Mr Marc Eisenberg has made
available all information concerning the purchase and sale by
the Purchaser of 100% of all the shares in FA and AI.
1.3 The price for the FA Shares and the AI Shares sold by the Vendor to PRG
pursuant to this Agreement is paid by PRG by the delivery at the date
hereof and in accordance with this clause 1.3 of 421 138 shares of no
par value common stock of PRG (the "STOCK") subject to the restrictions
set forth in ANNEX 2 and subject further to the condition that such
Stock is not delivered to the Vendor and is immediately pledged and
delivered to the Interim Escrow Agent Arnall Golden & Gregory, LLP in
Atlanta, Georgia, United States of America, pursuant to the Indemnity
Escrow and Stock Pledge Agreement, referred to in clause 1.5 below,
which condition is the fundamental condition on which the Purchaser has
agreed to acquire all FA and AI Shares, including the FA and AI Shares
purchased pursuant to this Agreement.
1.4 The price for the FA Shares and AI Shares sold by the Vendor to the
Agent is US $ 10 460 178,63 paid at the date hereof by way of bankers
draft.
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1.5 In accordance with clause 1.3 above, concurrently with the execution of
this Agreement, the Vendor has executed and delivered that certain
Indemnity and Escrow Agreement (the "ESCROW AGREEMENT") among PRG, the
Agent, the Vendor, Marc Eisenberg, Eric Eisenberg and Arnall Golden &
Gregory, LLP of Atlanta, Georgia, United States of America, as Escrow
Agent, and has deposited with Escrow Agent (together with appropriate
share transfer forms), all of the PRG Stock free and clear from any
Encumbrances. The Vendor warrants, covenants and undertakes with
Purchaser and Escrow Agent that it has all capacity and authority to so
execute this Agreement and the Escrow Agreement, and deposit and pledge
the PRG Stock pursuant thereto.
2. WARRANTIES BY PRG
PRG hereby represents warrants, covenants and undertakes to the Vendor
as set out in ANNEX 3 of this Agreement.
3. FURTHER ASSURANCES
At any time after the date hereof the Vendor shall without charge to the
Purchaser execute all such documents and do such acts and things as the
Purchaser may reasonably require for the purpose of vesting in PRG and/or the
Agent with the full legal and beneficial title to the FA Shares and the AI
Shares referred to in ANNEX 1 and giving to the Purchaser the full benefit of
this Agreement and the Escrow Agreement.
4. GUARANTEE
The obligations of PRG and of the Agent hereunder shall be joint and
several and PRG hereby guarantees the obligations of the Agent hereunder.
5. BENEFIT OF THE AGREEMENT
For the purposes of Article 223 B of the General Taxation Code (Code
General des Impots) it is expressly agreed that PRG will acquire the FA Shares
and the AI Shares in Section 1 of ANNEX 1 with the intention of immediately
transferring them to the Agent on behalf of PRG France SA in the process of
being formed.
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6. GOVERING LAW AND RULING VERSION
6.1 This Agreement (and any dispute, controversy, proceedings or claim
of whatever nature arising out of or in any way relating to this
agreement or its formation) shall be governed by and construed in
accordance with French law.
6.2 Any dispute arising from the execution of this Agreement shall be
finally resolved in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by three
arbitrators nominated in accordance with their rules unless the
parties can agree on a sole arbitrator. The arbitration shall take
place in Paris. The language of the arbitration shall be in
English.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, at
Broadwalk House, 5 Appold Street, London EC2A 2HA, England, as of the date first
above written.
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
By Mr Clinton McKellar, Jr,
Title: Senior Vice President and General Counsel
/s/ Clinton McKellar, Jr.
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MR CLINTON MCKELLAR, JR, AS "MANDATAIRE"
FOR THE SHAREHOLDERS OF PRG FRANCE S.A. IN FORMATION
BANQUE INTERNATIONALE A LUXEMBOURG SA
By: /s/ Jean Bodoni
__________________________
Title:Directeur
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LIST OF SCHEDULES AND/OR ANNEXES
Annex 1 Schedule of Shares Sold
Annex 2 Warranties of Vendor
Annex 3 Warranties by PRG