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 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 which expression includes each or any of them being called together
the "PURCHASER");
(2) BANQUE INTERNATIONALE A LUXEMBOURG S.A. ("VENDOR").
IN CONSIDERATION OF THE MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS HEREIN
CONTAINED, 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 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
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 AI (collectively
the "AI SHARES").
As at date hereof the Vendor delivers to the Purchaser the shares
transfer forms relating to all the 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 and undertakes
with the Purchaser (so as to bind it, its personal
representatives, successors and assigns) as follows:
1.2.1 that Vendor has the right to dispose of the AI Shares which
it sells to Purchaser;
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1.2.2 that Vendor is disposing of the 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 Financiere Alma SA ("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 AI Shares sold by the Vendor to PRG pursuant to
this Agreement shall be paid by PRG by the delivery of 125,189
shares of no par value common stock of PRG (the "STOCK"). The
Vendor acknowledges and agrees the the Stock is subject to the
restrictions set forth on ANNEX 2 to this Agreement.
1.4 The price for the AI Shares sold by the Vendor to Agent is US $
3,252,799.04 paid at the date hereof by way of bankers draft.
1.5 The Vendor warrants, covenants and undertakes with that it has all
capacity and authority to so execute this Agreement and to perform
its obligations hereunder.
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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 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 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.
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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Broadwalk
House, 5 Appold Street, London EC2A 2HA, as of the date first above written.
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
/s/ Clinton McKellar, Jr.
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By: 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
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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