Amendment Number One Dated as
of November 7, 1997 to Stock
Purchase and Sale Agreement Dated
as of October 6, 1997 among
Alternative Resources Corporation,
Compagnie Generale d'Informatique,
Joseph R. Ferrandino, Thomas K.
Sheridan and International Business
Machines Corporation
WHEREAS, Alternative Resources Corporation, Compagnie Generale
d'Informatique, Joseph R. Ferrandino, Thomas K. Sheridan and International
Business Machines Corporation (the "Parties") have entered into a Stock
Purchase and Sale Agreement Dated as of October 6, 1997 (the "Stock Purchase
Agreement"); and
WHEREAS, the Parties wish to amend the Stock Purchase Agreement to
provide for an additional escrow agreement among certain of the Parties, to
amend the payment provisions thereof and to amend Exhibit G thereto;
NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which each of the
Parties hereby acknowledges, the Parties hereby agree to amend the Stock
Purchase Agreement as follows:
"SECTION 1.01. CERTAIN DEFINITIONS." is amended to add the
following, new definition:
"I/T STAFFING REVENUES ESCROW AGREEMENT" shall mean the I/T
Staffing Revenues Escrow Agreement to be dated as of the Closing Date among
CGI, Ferrandino, Sheridan and Buyer and the Escrow Agent, in the form annexed
hereto as Exhibit H.
"SECTION 2.01. PURCHASE AND SALE OF SHARES." shall be amended by
amending subsection (b) thereof as follows:
"(b) Sheridan shall sell to the BUYER and BUYER shall purchase
from Sheridan sixteen thousand twenty (16,020) shares of the Company for one
million six hundred forty four thousand three hundred ninety two dollars and
forty four cents $(1,644,392.44), less (i) forty thousand dollars
($40,000.00), which constitutes the remaining principal balance remaining due
as of the Closing Date from Sheridan to the Company, and (ii) seventy three
thousand five hundred dollars ($73,500.00) which constitutes the remaining
principal balance remaining due as of the Closing Date from Sheridan to CGI
Corp.;"
"SECTION 2.02. PAYMENT OF THE PURCHASE PRICE." is amended as
follows:
Subsection (a) is amended to read as follows: "(a)(i) to CGI
the amount of fifty three million one hundred seventy three thousand four
hundred sixty one dollars ($53,173,461.00) by wire transfer of immediately
available funds to the account designated by CGI at least two Business Days
prior to the Closing Date, and (ii) seventeen million seven hundred twenty
four thousand four hundred eighty eight dollars ($17,724,488.00) to the
Escrow Agent to be held by the Escrow Agent for the account of CGI pursuant
to the terms and conditions of the I/T Staffing Revenues Escrow Agreement;"
Subsection (c) is amended to read as follows: "(c) one-quarter
(1/4) of the respective amounts set forth in Section 2.01(a) and 2.01(b) to
the Escrow Agent to be held by the Escrow Agent pursuant to the terms and
conditions of the Escrow Agreement; and"
A new Subsection (d) is added as follows; "(d) one-quarter
(1/4) of the respective amounts set forth in Section 2.01(a) and 2.01(b) to
the Escrow Agent to be held by the Escrow Agent for the account of Ferrandino
and Sheridan, respectively, pursuant to the terms and conditions of the I/T
Staffing Revenues Escrow Agreement."
"SECTION 4.17 NTS LICENSES." shall be amended as follows:
"Except as specified in Exhibit G hereto, the Company has not
received any notice or other communication, whether written or, to the
knowledge of the Company, oral, to the effect that the number of NTS licenses
will be increased or that the nature and scope or the value of the NTS
license to the Company will be materially impaired."
EXHIBIT G shall be amended by adding to it a copy of the October
30, 1997 letter from Mr. Patrick J. O'Neil to Mr. Richard B. Williams (copy
attached).
EXHIBIT H (a new exhibit) comprised of the "I/T Staffing Revenues
Escrow Agreement" (copy attached) shall be added to the Stock Purchase
Agreement.
Except as otherwise expressly modified hereby, the Parties hereby agree
that all terms and conditions of the Stock Purchase Agreement remain
unmodified and in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.
Alternative Resources Corporation
By:
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Name:
Title:
[Signature Page to Amendment No. 1 dated as of November 7, 1997
to Stock Purchase and Sale Agreement Dated as of October 6, 1997 among
Alternative Resources Corporation, Compagnie Generale d'Informatique,
Joseph R. Ferrandino, Thomas K. Sheridan and
International Business Machines Corporation]
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By:
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Name:
Title:
Compagnie Generale d'Informatique
By:
-----------------------------
Name:
Title:
Joseph R. Ferrandino
By:
-----------------------------
Name:
Title:
Thomas K. Sheridan
By:
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Name:
Title: