EXHIBIT 10.1(c)
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Second Amendment"), dated as of May 1, 2001, is entered into by NCR
----------------
CORPORATION, a Maryland corporation ("NCR"), and NCR Merger Sub Parent, Inc., a
---
Delaware corporation ("NCR Merger Sub Parent").
---------------------
RECITALS
--------
WHEREAS, NCR, NCR Merger Sub Inc. ("NCR Merger Sub") and 4Front
--------------
Technologies, Inc. ("4Front") were parties to the Agreement and Plan of Merger,
------
dated as of August 2, 2000, as amended pursuant to the Amendment to Agreement
and Plan of Merger, dated as of October 6, 2000, among NCR, 4Front, NCR Merger
Sub, and NCR Merger Sub Parent (the "Agreement"); and
---------
WHEREAS, NCR Merger Sub and 4Front merged, effective as of
October 16, 2000, at which time NCR Merger Sub ceased to exist;
WHEREAS, on December 21, 2000, in exchange for $47,700,000 of the
outstanding shares of NCR UK Holdings Limited ("NCR UK Holdings"), a
---------------
$100,000,000 promissory note of NCR, dated October 13, 2000, and a newly issued
$82,600,000 promissory note of NCR UK Holdings, 4Front transferred to NCR UK
Holdings: (a) shares and quotas of, and participation interests in, the
following companies, all wholly-owned, directly or indirectly, by 4Front (i)
4Front Group PLC, an English company, (ii) 4Front Technologies France S.A., a
French company, (iii) Labfire Limited, an Irish company, and (iv) SIL Service
Industries Europe, a Netherlands company, SIL Service Industries Europe
(Deutschland) GmbH, a German company, SIL Service Industries France SARL, a
French company, SIL Service Industries Spain SL, a Spanish company, and SIL
Service Industries spol. s.r.o., a Czech Republic company (together, the "SIL
Companies"); (b) accounts receivable; and (c) cash; and
WHEREAS, in connection with the foregoing reorganization, on
December 21, 2000, 4Front distributed its NCR UK Holdings shares and the other
consideration described above to its sole shareholder, NCR Merger Sub Parent,
and the Board of Directors of 4Front approved its liquidation and dissolution on
December 22, 2000, and 4Front's Certificate of Dissolution was filed in the
Office of the Secretary of the State of Delaware and effective on January 8,
2001;
WHEREAS, NCR indirectly through NCR UK Holdings currently owns
all of the interests of the Services Industries Limited group of companies,
including the SIL Companies (the "SIL Group") acquired in connection with the
---------
acquisition of 4Front;
WHEREAS, the parties to the Agreement always intended to sell the
SIL Group to a third party as soon as practicable after the acquisition of
4Front by NCR;
WHEREAS, NCR and NCR Merger Sub Parent wish to amend the
Agreement pursuant to Section 9.5 thereof to clearly reflect their intent
regarding certain matters reflected in Section 6.11 of the Agreement as such
intent existed on the original date of execution of the Agreement.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the premises, and the mutual
agreements and covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS
-----------
1.1 Unless otherwise defined herein, all capitalized terms used
herein and defined in the Agreement shall have the meaning
ascribed to such terms in the Agreement.
31
2. AMENDMENT OF AGREEMENT
----------------------
2.1. The Agreement shall be amended as follows:
(a) The following definition shall be added to Section 1.1 of
the Agreement:
"SIL Group" shall mean the Services Industries Limited group
---------
of companies, as listed on Exhibit A of this Second
Amendment.
(b) The first sentence of Section 6.11(b) of the Agreement shall
be shall be deleted in its entirety and replaced with the
following text:
After a period of one year from the Closing, Parent
shall cause the Surviving Entity to provide pension,
health and welfare benefits to Employees (other than
the employees of the SIL Group) who continue their
employment after the Effective Time which are generally
comparable in the aggregate to such benefits provided
to other similarly situated employees of Parent and its
Subsidiaries.
2.2. Except as amended hereby, the Parties ratify and confirm the
terms of the Agreement.
3. COUNTERPARTS
------------
3.1 This Second Amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Second
Amendment as of the date first above written.
NCR CORPORATION
By: /s/ Paul H. Thurman
--------------------------
Name: Paul H. Thurman
NCR MERGER SUB PARENT, INC.
By: /s/ Paul H. Thurman
--------------------------
Name: Paul H. Thurman
EXHIBIT A
1. Service Industries Europe spol s.r.o.
2. SIL Service Industries France SARL
3. SIL Service Industries Europe (Duetschland) GmbH
4. SIL Service Industries Europe B.V.
5. SIL Service Industries Europe S.L.
6. RTB Corporation SL (Spain)
7. Service Industries Polska
32