Corestaff Inc Sample Contracts

Psinet Consulting Solutions Inc – FIRST SUPPLEMENTAL INDENTURE (June 26th, 2000)

1 EXHIBIT 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of June 15, 2000, by and between METAMOR WORLDWIDE, INC., a Delaware corporation (the "Company"), PSINET INC., a New York corporation ("PSINet"), and THE BANK OF NEW YORK, as trustee (the "Trustee"). RECITALS WHEREAS, the Company (formerly named Corestaff, Inc., a Delaware corporation), as issuer, and the Trustee are parties to that certain Indenture, dated as of August 15, 1997 (the "Indenture"), providing for the issuance of the Company's 2.94% Convertible Subordinated Notes due 2004 (the "Notes"); and WHEREAS, there are now outstanding under the Indenture, Notes in the aggregate principal amount at maturity of $227,000,000; and WHEREAS, pursuant to the terms of an Agreement and Plan of Merger da

Psinet Consulting Solutions Inc – [PSINET LOGO] NEWS RELEASE (June 26th, 2000)

1 EXHIBIT 99.1 [PSINET LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE Analyst Contact: Media Contact: David Lerch Doug Baj 703-726-1577 703-726-1431 lerchd@psi.com bajd@psi.com PSINET COMPLETES ACQUISITION OF METAMOR WORLDWIDE ANNOUNCES METAMOR NAME CHANGE EFFECTIVE IMMEDIATELY ASHBURN, VA. JUNE 15, 2000 - PSINet Inc. (Nasdaq: PSIX), the Internet Super Carrier, today announced that it has completed the acquisition of Metamor Worldwide (Nasdaq: MMWW). Shareholders for each company approved the agreement in simultaneous special meetings that took place at 10:00 a.m. U.S. EDT this morning. On March 22, 2000, PSINet announced a definitive agreement to acquire Metamor Worldwide in exchange for P

Psinet Consulting Solutions Inc – CERTIFICATE OF MERGER (June 26th, 2000)

1 EXHIBIT 3.1 CERTIFICATE OF MERGER OF PSINET SHELF IV INC. WITH AND INTO METAMOR WORLDWIDE, INC. (Under Section 251 of the General Corporation Law of the State of Delaware) Metamor Worldwide, Inc., a Delaware corporation, does hereby certify: FIRST: The name and state of incorporation of each of the constituent corporations are as follows: (a) PSINet Shelf IV Inc., a Delaware corporation; and (b) Metamor Worldwide, Inc., a Delaware corporation. SECOND: An Agreement and Plan of Merger, dated as of March 21, 2000 has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Section 251 of the Gener

Metamor Worldwide Inc – AGREEMENT AND PLAN OF MERGER (March 28th, 2000)

1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 21, 2000 AMONG PSINET INC., PSINET SHELF IV INC., AND METAMOR WORLDWIDE, INC. 2 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of March 21, 2000, is entered into by and among PSINet INC., a New York corporation ("PSINET" or "BUYER"), PSINet SHELF IV INC., a Delaware corporation and wholly-owned subsidiary of PSINet ("MERGER SUBSIDIARY"), and METAMOR WORLDWIDE, INC., a Delaware corporation ("METAMOR"). Capitalized terms used in this Agreement and not defined in context shall have the meanings ascribed to them in Section 10.8

Metamor Worldwide Inc – STOCK PURCHASE AGREEMENT (October 14th, 1999)

1 EXHIBIT 2 EXECUTION =============================================================================== STOCK PURCHASE AGREEMENT BY AND AMONG MITS HOLDING, INC. METAMOR INFORMATION TECHNOLOGY SERVICES, INC. AND METAMOR WORLDWIDE, INC. DATED AS OF SEPTEMBER 3, 1999 =============================================================================== 2 STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page ARTICLE I ST

Metamor Worldwide Inc – RECAPITALIZATION AGREEMENT (August 23rd, 1999)

1 EXHIBIT 2 EXECUTION COPY ================================================================================ RECAPITALIZATION AGREEMENT BY AND AMONG GTCR FUND VI, L.P., GTCR ASSOCIATES VI, GTCR VI EXECUTIVE FUND, L.P., FIRST UNION CAPITAL PARTNERS, INC., METAMOR SOFTWARE SOLUTIONS, INC. AND METAMOR WORLDWIDE, INC. DATED AS OF AUGUST 6, 1999 ================================================================================ 2 EXECUTION COPY RECAPITALI

Metamor Worldwide Inc – SHARE PURCHASE AGREEMENT (May 4th, 1999)

1 EXHIBIT 2.1 SHARE PURCHASE AGREEMENT BETWEEN: Metamor Worldwide Inc., a company incorporated in the state of Delaware, United States, with 32,408,448 shares of common stock, par value $0.01 per share, outstanding December 31, 1998, having its registered offices at 4400 Post Oak Parkway, Suite 1100, Houston Texas 77027, United States, represented by Peter T. Dameris acting in his capacity as Senior Vice President, General Counsel and Secretary, duly authorized for the purposes hereof (the "Purchaser"), ON THE FIRST HAND AND: Delphi Group Plc, a company incorporated in England with Registered Number 1100467, with 29,480,324 shares of 5 pences each issued on the date of execution hereof, having its registered office at 33 Regent Street, London SW1Y 4NB, England, United-Kingdom, represented by Tony Reeves, acting in

Metamor Worldwide Inc – SHARE PURCHASE AGREEMENT (May 4th, 1999)

1 EXHIBIT 2.2 SHARE PURCHASE AGREEMENT BETWEEN: Metamor Worldwide, Inc., a company incorporated in the state of Delaware, United States, with 32,408,448 shares of common stock, par value $ 0.01 per share, outstanding on December 31, 1998, having its registered offices at 4400 Post Oak Parkway, Suite 1100, Houston Texas 77027, United States, represented by Peter T. Dameris acting in his capacity as Senior Vice President, General Counsel and Secretary, duly authorized for the purposes hereof (the "Purchaser"), ON THE FIRST HAND AND: Mr. Jacques Mottard; Ms. Aurelie Mottard; Mr. Nicolas Mottard; Mr. Antoine Mottard; and Mr. Guillaume Mottard, all French citizens residing at 1 rue Carnot, Saint Cyr au Mont d'Or (69450), (collectively referred to as the "Seller" or the "Sellers"), acting jointly and severally (solidair

Metamor Worldwide Inc – EXECUTIVE INCENTIVE PLAN (March 31st, 1999)

1 EXHIBIT 10.4 METAMOR WORLDWIDE, INC. EXECUTIVE INCENTIVE PLAN 1. ESTABLISHMENT. 1.1 ESTABLISHMENT OF THE PLAN. Metamor Worldwide, Inc. ("Company"), a Delaware corporation, hereby establishes this incentive plan for executives. The Plan, including any amendments which may be made from time to time, shall be known as the Metamor Worldwide, Inc. Executive Incentive Plan ("Plan"). 1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to provide its participants with incentive awards to the extent they have contributed to the Company's success, through an ongoing program designed to reinforce the Company's financial and operating objectives. 1.3 EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of January 1, 1998, subject to the final approval of the Plan by the Company's stockhold

Metamor Worldwide Inc – STOCK PURCHASE AGREEMENT (July 22nd, 1998)

1 EXHIBIT 2 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT BETWEEN METAMOR WORLDWIDE, INC. AND THE CORPORATE SERVICES GROUP PLC __________________________________ DATED AS OF JUNE 8, 1998 __________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 1 2 STOCK PURCHASE AGREEMENT dated as of June 8, 1998, between METAMOR WORLDWIDE, INC.

Corestaff Inc – AGREEMENT AND PLAN OF MERGER (January 20th, 1998)

1 ================================================================================ AGREEMENT AND PLAN OF MERGER AMONG CORESTAFF, INC., CORESTAFF ACQUISITION SUB #12, INC., SAGE I.T. PARTNERS, INC., AND THE SHAREHOLDERS OF SAGE I.T. PARTNERS, INC. December 23, 1997 ================================================================================ 2 TABLE OF CONTENTS Page ----

Corestaff Inc – STOCK PURCHASE AGREEMENT (January 20th, 1998)

1 ================================================================================ STOCK PURCHASE AGREEMENT by and among CORESTAFF, INC. ("COREStaff or Buyer"), DYNAMIC DATA SOLUTIONS, INC. ("DDS"), DDS EUROPE LIMITED ("DDS Europe"), and the SELLERS listed on the Signature page hereto ("Sellers") Dated as of December 12, 1997 ================================================================================ 2 CORESTAFF, INC. STOCK PURCHASE AGREEMENT TABLE OF CONTENTS PAGE

Corestaff Inc – AMENDED AND RESTATED CREDIT AGREEMENT (November 13th, 1997)

1 EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 31st day of July, 1997 by and among CORESTAFF, INC., a corporation organized under the laws of Delaware (the "Borrower"), the Lenders who are or become a party to this Agreement (collectively, the "Lenders"), FIRST UNION NATIONAL BANK (F/K/A FIRST UNION NATIONAL BANK OF NORTH CAROLINA), a national banking association, as agent for the Lenders (the "Agent"), and THE FIRST NATIONAL BANK OF CHICAGO, TEXAS COMMERCE BANK NATIONAL ASSOCIATION, CREDIT LYONNAIS NEW YORK BRANCH and NATIONSBANK OF TEXAS, N.A., as managing agents for the Lenders (together, the "Managing Agents", each individually, a "Managing Agent"). STATEMENT OF PURPOSE The Borrower is party to a Credit Agreement dated as of November 26, 1996 (as amended, restated, supplemented

Corestaff Inc – FIRST AMENDMENT TO OPTION AGREEMENT (November 13th, 1997)

1 EXHIBIT 10.3 FIRST AMENDMENT TO OPTION AGREEMENT (NON-QUALIFIED STOCK OPTION) THIS FIRST AMENDMENT is dated as of July 1, 1997 (the "Amendment"), and shall serve to amend ___________________'s (the "Optionee") Option Agreement (Non-Qualified Stock Option) dated as of _________________, pursuant to the 1995 Long-Term Incentive Plan, as amended by the First Amendment dated as of April 15, 1996, and as amended by the Second Amendment dated as of July 1, 1997 (the "Plan"). WHEREAS, pursuant to and in compliance with Section 7(a) of the Plan, the Compensation Committee of the Board of Directors of CORESTAFF, Inc. (the "Company") desires to amend the Option Agreement to continue to enhance the ability of the Company to attract and retain the services of individuals who are essential for the growth and profitability of the Company; NOW, THE

Corestaff Inc – 1995 LONG-TERM INCENTIVE PLAN (November 13th, 1997)

1 EXHIBIT 10.5 SECOND AMENDMENT TO CORESTAFF, INC. 1995 LONG-TERM INCENTIVE PLAN THIS SECOND AMENDMENT is dated as of January 7, 1997 (the "Amendment") and shall serve to amend the 1995 Long-Term Incentive Plan, as amended by the first Amendment dated as of April 15, 1996 (the "Plan"). WHEREAS, pursuant to and in compliance with Section 7(a) of the Plan, the Board of Directors of CORESTAFF, Inc. (the "Company") desires to amend the Plan as set forth in this Amendment to continue to enhance the ability of the Company to attract and retain the services of individuals who are essential for the growth and profitability of the Company; NOW, THEREFORE, in consideration of the premises set forth herein and in the Plan, the Plan shall be amended as follows: 1. Section 7(c) of the Plan is hereby amended to add as the

Corestaff Inc – FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT (November 13th, 1997)

1 EXHIBIT 10.4 FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT THIS FIRST AMENDMENT is dated as of July 1, 1997 (the "Amendment"), and shall serve to amend __________________ ("Employee") and ____________________ (together, the "Parties") Restricted Stock Agreement dated as of August 19, 1996 relating to the original issuance of _____ shares of Common Stock of the Company (the "Agreement"), pursuant to the 1995 Long-Term Incentive Plan, as amended by the First Amendment dated as of April 15, 1996, and as amended by the Second Amendment dated as of July 1, 1997 (the "Plan"). WHEREAS, pursuant to and in compliance with Section 7(a) of the Plan, the Compensation Committee of the Board of Directors of CORESTAFF, Inc. (the "Company") desires to amend the Agreement to continue to enhance the ability of the Company to attract and retain the services of individuals who are essential for

Corestaff Inc – EMPLOYMENT AGREEMENT (November 13th, 1997)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement is made and entered onto as of July 1, 1997 (the "Effective Date"), by and between CORESTAFF, INC., hereinafter referred to as "CORESTAFF," and ____________ hereinafter referred to as "Employee". WITNESSETH: Whereas CORESTAFF has employed Employee as an Executive Officer of CORESTAFF and both parties wish to continue this beneficial relationship and wish to provide for certain contingencies in their future; Now, therefore, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: 1. OFFER AND ACCEPTANCE OF EMPLOYMENT. CORESTAFF agrees to and hereby does employ Employee for the position of _______________________of CORESTAFF. Employee agrees to accept such employment and to perform the services specified herein, all upon the

Corestaff Inc – INDENTURE (July 23rd, 1997)

1 ================================================================================ CORESTAFF, INC. TO THE BANK OF NEW YORK Trustee INDENTURE Dated as of ______________, 1997 _____% Convertible Subordinated Notes due 2004 ================================================================================ 2 CORESTAFF, INC. Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture dated as of ______________, 1997 Trust Indenture Act Section Indenture Section --------------------------- ----------------- Trust Indenture

Corestaff Inc – EMPLOYMENT AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT This AGREEMENT is made as of September 6, 1995, by and between CORESTAFF, INC., a Delaware corporation (the "Company") and GEORGE W. FINK (the "Employee"). The parties desire to enter into an agreement pursuant to which Employee shall be employed by the Company as the Chief Operating Officer of the Company's Information Technology and Niche Services Groups, President of COREStaff Information Services Division, and Executive Vice President of the Company. The parties hereto agree as follows: 1. Employment. The Company agrees to employ Employee and Employee accepts such employment for the period beginning as of the date hereof and ending upon termination pursuant to Section 3 hereof (the "Employment Period"). During the Employment Period, Employee shall serve as the Chief Operating Officer of the Company

Corestaff Inc – EMPLOYMENT AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of September 1, 1996 by and between CORESTAFF, INC., a Delaware corporation (hereinafter referred to as the "Company"), and JOSEPH V. AMELLA (hereinafter referred to as the "Employee"). RECITALS: WHEREAS, Employee is currently employed by the Company as President of the Eastern Division of the Company's Support Services Group pursuant to an Employment Agreement effective August 8, 1994 (the "Original Agreement"); and WHEREAS, the Company and Employee have agreed to certain modifications in the terms and conditions of Employee's employment, and the Company wishes to continue to employ Employee and Employee wishes to continue in the employ of the Company on the terms herein set forth; and WHEREAS, in th

Corestaff Inc – EMPLOYMENT AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated July 31, 1996, by and between CORESTAFF, INC., a Delaware corporation ("Employer"), and AUSTIN P. YOUNG ("Employee"). W I T N E S S E T H: WHEREAS, Employer desires to retain the services of Employee as the Executive Vice President of Finance and Administration of Employer; and WHEREAS, Employer considers the employment of Employee pursuant to the terms of this Agreement to be in the best interests of Employer and its equity holders and wishes to assure that Employee serves Employer on an objective and impartial basis and without distraction or conflict of interest in the event of the potential termination of Employee's employment under certain circumstances; and WHEREAS, Employee is willing, on the terms and subject to the conditi

Corestaff Inc – ASSET PURCHASE AGREEMENT (January 10th, 1997)

1 ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 13, 1996 BY AND AMONG TELOS CORPORATION, A MARYLAND CORPORATION, ("SHAREHOLDER") TELOS CORPORATION, A CALIFORNIA CORPORATION, ("SELLER") AND COMSYS TECHNICAL SERVICES, INC., A MARYLAND CORPORATION, ("PURCHASER") COVERING THE PURCHASE OF SUBSTANTIALLY ALL OF THE ASSETS OF TELOS CONSULTING SERVICES, A DIVISION OF TELOS CORPORATION 2 TABLE OF CONTENTS

Corestaff Inc – ASSET PURCHASE AGREEMENT (October 30th, 1996)

1 ================================================================================ ASSET PURCHASE AGREEMENT dated as of September 25, 1996 by and among TRANSWORLD SERVICES GROUP, LTD., A FLORIDA LIMITED PARTNERSHIP, TRANSWORLD SERVICES GROUP I, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY, TRANSWORLD SERVICES GROUP II, LLC, A SOUTH CAROLINA LIMITED LIABILITY COMPANY, CORESTAFF ACQUISITION SUB #6, INC., A DELAWARE CORPORATION, AND GULF COAST CORPORATE VENTURES, INC., JOHN A. RILEY AND JOSEPH RAYMOND COVERING THE PURCHASE OF