EXHIBIT H
I/T STAFFING REVENUES ESCROW AGREEMENT
by and among
COMPAGNIE GENERALE d'INFORMATIQUE,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
ALTERNATIVE RESOURCES CORPORATION
AND
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
DATED
November 7, 1997
TABLE OF CONTENTS
Page
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ARTICLE I
ESCROW
1.1. Creation of Escrow. . . . . . . . . . . . . . . . . . . . . . . 2
1.2. Buyer's Deposits. . . . . . . . . . . . . . . . . . . . . . . . 2
1.3. Acceptance of Escrow Deposit. . . . . . . . . . . . . . . . . . 2
1.4. Interest on Escrow Deposits . . . . . . . . . . . . . . . . . . 2
ARTICLE II
DISBURSEMENTS
2.1. Disbursement Certificates and Withdrawal Notices. . . . . . . . 3
2.2. Time of Disbursements . . . . . . . . . . . . . . . . . . . . . 5
2.3. Procedure for Disbursements to Buyer. . . . . . . . . . . . . . 5
2.4. Final Disbursement to Buyer . . . . . . . . . . . . . . . . . . 5
ARTICLE III
TERMINATION OF ESCROW
ARTICLE IV
SETTLEMENT
ARTICLE V
ESCROW AGENT'S DUTIES
5.1. Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . 6
5.2. Limitation of Liability . . . . . . . . . . . . . . . . . . . . 6
5.3. Counsel to Escrow Agent . . . . . . . . . . . . . . . . . . . . 7
5.4. Reliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.5. Receipt of Notices. . . . . . . . . . . . . . . . . . . . . . . 7
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ARTICLE VI
SUCCESSOR ESCROW AGENT
ARTICLE VII
EXPENSES
7.1. Ordinary Expenses and Charges . . . . . . . . . . . . . . . . . . 8
7.2. Escrow Agent's Attorneys Fees . . . . . . . . . . . . . . . . . . 8
7.3. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.4. Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VIII
INVESTMENT OF DEPOSITS
8.1. Segregation of Deposits . . . . . . . . . . . . . . . . . . . . . 9
8.2. Investment of Funds . . . . . . . . . . . . . . . . . . . . . . . 9
8.3. Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IX
NOTICES
9.1. Method of Notice. . . . . . . . . . . . . . . . . . . . . . . . . 9
9.2. Place for Delivery of Notices . . . . . . . . . . . . . . . . . . 10
9.3. Change of Address . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE X
MISCELLANEOUS
10.1. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . 12
10.2. Parties in Interest. . . . . . . . . . . . . . . . . . . . . 12
10.3. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 12
10.4. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . 12
10.5. Amendment and Waiver . . . . . . . . . . . . . . . . . . . . 13
10.6. Severability . . . . . . . . . . . . . . . . . . . . . . . . 13
10.7. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 13
10.8. Currency . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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EXHIBITS
Exhibit 1 Form of Joint Disbursement Certificate
ANNEX
Annex I Schedule of Fees
Annex II Permitted Investments
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I/T STAFFING REVENUE ESCROW AGREEMENT
THIS ESCROW AGREEMENT is made this 7th day of November 1997, by and among
ALTERNATIVE RESOURCES CORPORATION, a Delaware corporation ("Buyer"), COMPAGNIE
GENERALE d'INFORMATIQUE ("CGI"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") (CGI, ▇▇▇▇▇▇▇▇▇▇ and Sheridan hereinafter collectively
referred to as the "Sellers"), and ▇▇▇▇▇▇ TRUST AND SAVINGS BANK (the "Escrow
Agent"). Capitalized terms used in this Escrow Agreement shall unless otherwise
defined herein have the meanings ascribed to them in the Purchase and Sale
Agreement referenced below.
WHEREAS, pursuant to a Stock Purchase and Sale Agreement dated as of October 6,
1997 (the "Purchase and Sale Agreement") among CGI, International Business
Machines Corporation ("IBM"), ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Buyer, Buyer has agreed
to purchase from CGI all outstanding shares of CGI Corporation, a Delaware
corporation, and from ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ the Shares of CGI Systems, Inc.
owned by them (the "Shares"), and the Sellers have agreed to sell their Shares
to Buyer, subject to the terms and conditions of the Purchase and Sale
Agreement;
WHEREAS, the Purchase and Sale Agreement contemplates that at the Closing on
November 7, 1997, Buyer shall deposit a portion of the Purchase Price otherwise
payable to Sellers into an escrow account from which Buyer may draw in the event
that Buyer, or its Affiliates, including CGI Systems, Inc., does not achieve
certain annual revenues under certain contracts described in Section
2.1.1(a)(iv);
WHEREAS, the parties hereto desire to establish the Escrow contemplated by
Section 2.02(d) of the Purchase and Sale Agreement consisting of three accounts,
as follows:
For the account of CGI: the CGI Deposit consisting of $17,724,488.00
For the account of ▇▇▇▇▇▇▇▇▇▇: the ▇▇▇▇▇▇▇▇▇▇ Deposit consisting of
$1,864,414.00
For the account of Sheridan: the Sheridan Deposit consisting of
$411,098.00
NOW, THEREFORE, in consideration of the premises and promises contained herein,
the parties intending to be legally bound mutually agree as follows:
ARTICLE I
ESCROW
1.1 Creation of Escrow.
Buyer and Sellers hereby establish the Escrow and mutually acknowledge that this
is the Escrow Agreement contemplated by Section 2.02(d) of the Purchase and Sale
Agreement. The Escrow Agent agrees to act as escrow agent for the benefit of
Buyer and Sellers in accordance with the terms of this Escrow Agreement.
1.2 Buyer's Deposits.
Buyer hereby delivers to the Escrow Agent into escrow hereunder, and the Escrow
Agent acknowledges and accepts receipt of, funds:
(a) for the account of CGI for the amount of the CGI Deposit;
(b) for the account of ▇▇▇▇▇▇▇▇▇▇ in the amount of the ▇▇▇▇▇▇▇▇▇▇ Deposit,
and
(c) for the account of Sheridan in the amount of the Sheridan Deposit.
The CGI Deposit, ▇▇▇▇▇▇▇▇▇▇ Deposit and the Sheridan Deposit are collectively
referred to as the "Escrow Deposits."
1.3 ACCEPTANCE OF ESCROW DEPOSITS.
The Escrow Agent agrees to hold and disburse the Escrow Deposits, including all
accrued and accumulated interest and earnings thereon, in accordance with the
terms hereof.
1.4 INTEREST ON ESCROW DEPOSITS.
The Buyer and Sellers hereby agree that the Escrow Deposits shall earn interest
at a rate of 6.5% per annum for the benefit of the respective Sellers from the
Closing Date through and including the termination of the Escrow and this Escrow
Agreement pursuant to Article III below. To the extent that the actual
investment yield is insufficient to pay interest at this rate or the Escrow
Deposits decline in value due to investment results or otherwise, Buyer agrees
to deposit such additional funds into the Escrow as necessary to make the
disbursements to Sellers required under Article II of this Agreement. Any
excess funds in the Escrow following disbursement to Sellers of all amounts
required under Article II shall be the property of, and shall be paid out to,
Buyer.
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ARTICLE II
DISBURSEMENTS
2.1 DISBURSEMENT CERTIFICATES AND WITHDRAWAL NOTICES.
2.1.1. Upon receipt of a Disbursement Certificate pursuant to Section
2.1.2, below, the Escrow Agent shall disburse from or otherwise deliver the
Annual Buyer Distribution to Buyer and the Seller's Annual Earn-out Amount to
each of the Sellers from the Escrow Deposits, each such disbursement to be
calculated pursuant to this Section 2.1.1.
(a) For purposes of this Section 2.1.1:
(i) "ANNUAL AGGREGATE EARN-OUT AMOUNT" shall be calculated by
multiplying the Earn-out Ratio (as defined below) for a given
calendar year by the "Earn-out Target Payout" for such calendar
year from the table in Section 2.1.1(vi), below, plus interest
on such amount calculated at the rate of 6.5% per annum to the
date of disbursement.
(ii) "ANNUAL BUYER DISTRIBUTION" shall be calculated by subtracting
the Annual Aggregate Earn-out Amount (as defined above) for a
given calendar year from the "Earn-out Target Payout" for such
calendar year from the table in Section 2.1.1(vi), below, plus
interest, to the extent the investment yield on the Escrow
Deposit has been sufficient to permit such payment of interest
without reducing the remaining potential Earn-out Target Payout
amount, on such amount calculated at the rate of 6.5% per annum
to the date of disbursement.
(iii) "EARN-OUT RATIO" shall be calculated by dividing the
[...*...], below; provided, however, that the parties
hereby agree that if the Earn-out Ratio for any calendar year
is greater than or equal to 1.00, then the Earn-out Ratio shall
equal 1.00; and provided further, however, that if the Earn-out
Ratio for any calendar year is less than the "Earn-out Floor
Percentage" for such calendar year from the table in Section
2.1.1(vi), below, then the Earn-out Ratio shall equal zero.
(iv) [...*...]
----------------------
* CONFIDENTIAL TREATMENT REQUESTED
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[...*...]
(v) "SELLER'S ANNUAL EARN-OUT AMOUNT" shall be calculated by
multiplying the Annual Aggregate Earn-out Amount for a given
calendar year by each Seller's Pro Rata Portion.
(vi) TABLE 2.1.1.
Year 1998 1999 2000
---- ---- ---- ----
[...*...]
[...*...]
[...*...]
(b) On or before January 15 of each of calendar years 1999, 2000 and 2001,
Buyer shall deliver to IBM Buyer's calculation of the [...*...] for
the previous calendar year. On or before January 31 of each of calendar
years 1999, 2000 and 2001, IBM shall notify Buyer whether or not it agrees
with Buyer's calculation of the [...*...] for the previous calendar
year. If IBM agrees with Buyer's calculation of the [...*...] for
the previous calendar year, then the Buyer and the Sellers shall
immediately prepare and execute a Disbursement Certificate in accordance
with Section 2.1.2, below. If IBM disagrees with Buyer's calculation of
the [...*...] for the previous calendar year, and IBM and Buyer
cannot agree on such [...*...] within fifteen (15) days of notice of
IBM's disagreement, then the Buyer and IBM shall mutually agree upon and
appoint a nationally recognized accounting firm to determine the [...*...]
for the previous calendar year, which determination the parties hereby
agree shall be final and binding upon all parties.
2.1.2. From time to time, as specified herein, the Escrow Agent shall
disburse from or otherwise deliver out of the Escrow to Buyer and Sellers, as
the case may be, such funds from the Escrow Deposits as shall be specified in a
Disbursement Certificate, each of which shall be substantially in the form of
Exhibit 1 (a "Disbursement Certificate").
2.1.3. Each executed Disbursement Certificate shall be completed by the
party or parties executing such certificate with the following information:
-------------------
* CONFIDENTIAL TREATMENT REQUESTED
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(a) the amount of the Annual Buyer Distribution (calculated pursuant to
Section 2.1.1 above); and
(b) the amount of the Seller's Annual Earn-out Amount for each of CGI,
▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ to be disbursed.
2.2 TIME OF DISBURSEMENTS.
If the Escrow Agent receives a Disbursement Certificate, then the Escrow Agent
shall make the disbursements required by such Disbursement Certificate on the
second Business Day (or such other date as may be specified in the Disbursement
Certificate) following receipt by the Escrow Agent of such Disbursement
Certificate.
2.3 PROCEDURE FOR DISBURSEMENTS TO BUYER AND SELLERS.
All disbursements of funds to Buyer and Sellers from the Escrow Deposits by the
Escrow Agent shall be made by wire transfer, in the case of CGI or Buyer, to the
account specified in the Disbursement Certificate and in the case of ▇▇▇▇▇▇▇▇▇▇
or Sheridan, to:
The Bryn Mawr Trust Company, as escrow agent under Escrow Agreement
dated as of November 7, 1997 to which ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
and Buyer are parties.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ABA Number: ▇▇▇▇▇▇▇▇▇
Account Number: 069-6964 for further credit to account number 07164-00
Resources/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Escrow Account
for the respective account of ▇▇▇▇▇▇▇▇▇▇ or Sheridan as the case may be. In
each case, evidence of the wire transfer shall be delivered to the respective
Seller on whose deposit the disbursement is to be drawn and to Buyer.
2.4 FINAL DISBURSEMENT TO BUYER.
Disbursement of any amounts remaining in the Escrow Deposits on termination of
the Escrow shall be made to the Buyer after notice by Sellers to Escrow Agent,
or upon entry of a decision by court of competent jurisdiction to the effect,
that all required disbursements to the Sellers have been made.
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ARTICLE III
TERMINATION OF ESCROW
The Escrow and this Escrow Agreement shall terminate upon the earlier to occur
of the following:
(a) disbursement of all Escrow Deposits hereunder;
(b) joint written direction from all of the Sellers and Buyer; or
(c) February 28, 2001;
provided, however, that notwithstanding the foregoing, the Escrow and this
Escrow Agreement shall remain in effect until all required disbursements to the
Sellers have been made and all disputed disbursements between Buyer and Sellers
have been resolved and the Escrow Agent has disbursed all amounts held in the
Escrow Accounts.
ARTICLE IV
SETTLEMENT
Anything to the contrary herein notwithstanding, the Escrow Agent may at any
time disburse any portion of the CGI Deposit, the ▇▇▇▇▇▇▇▇▇▇ Deposit or of the
Sheridan Deposits held by it hereunder as directed by a joint written direction
from Buyer and CGI, ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, respectively, as the case may be.
ARTICLE V
ESCROW AGENT'S DUTIES
5.1 STANDARD OF CARE.
The Escrow Agent undertakes to perform such duties and only such duties as are
specifically set forth herein and to use the same degree of care and skill in
its exercise as an ordinary prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
5.2 LIMITATION OF LIABILITY.
The Escrow Agent shall not be liable except for the performance of such duties
as are specifically set forth herein and no implied covenants or obligations
shall be read into this
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Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be
liable for any error of judgment made in good faith by any of its officers,
unless it shall be proved that the Escrow Agent was negligent in ascertaining
the pertinent facts.
5.3 COUNSEL TO ESCROW AGENT.
The Escrow Agent may consult with counsel selected by the Escrow Agent and the
advice or opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered under this Escrow
Agreement in good faith and in accordance with such advice or opinion of
counsel.
5.4 RELIANCE.
In the absence of willful misconduct or negligence on its part, the Escrow Agent
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any instrument or signature reasonably
believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons.
5.5 RECEIPT OF NOTICES.
The Escrow Agent is hereby expressly authorized and directed to disregard any
and all notices or warnings given by any of the parties hereto, or by any person
or corporation, excepting the notices provided for in this Escrow Agreement.
ARTICLE VI
SUCCESSOR ESCROW AGENT
In the event that the Escrow Agent shall resign or in the event that the Escrow
Agent shall be removed by the mutual consent of Buyer and Sellers, a successor
Escrow Agent shall be appointed by mutual agreement of Buyer and Sellers;
provided, however, that failure to agree upon any successor Escrow Agent in the
event of any vacancy shall not terminate this Escrow Agreement, and in such
event Buyer shall have the right to appoint as successor Escrow Agent a national
bank or trust company in good standing doing business within the City of Chicago
which shall, upon acceptance thereof, be entitled to all the rights, powers and
indemnities hereunder as if originally named herein. The Escrow Agent may
resign at any time by giving written notice thereof to the other parties hereto,
but such resignation shall not become effective until a successor Escrow Agent
shall have been appointed and shall have accepted such appointment in writing.
If an instrument of acceptance by a successor Escrow Agent shall not have been
delivered to the Escrow Agent within thirty (30) days after the giving of such
notice of resignation, the resigning Escrow Agent may, at the expense of Buyer,
petition any court of competent jurisdiction for the appointment of a successor
Escrow Agent.
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ARTICLE VII
EXPENSES
7.1 ORDINARY EXPENSES AND CHARGES.
Buyer agrees to pay the Escrow Agent a fee according to the fee schedule
attached hereto as Annex I. Fees are payable in advance as compensation for the
ordinary administrative services to be rendered hereunder and Buyer agrees to
pay all the expenses of the Escrow Agent, including the indemnity provided in
Section 7.3 hereof. To the extent such fees are not paid by Buyer, the
foregoing shall be paid from the Escrow Account after written notice from the
Escrow Agent to the Buyer.
7.2 ESCROW AGENT'S ATTORNEYS FEES.
Any attorneys fees incurred by Escrow Agent in connection with the performance
of its duties and obligations under this Escrow Agreement shall be borne by
Buyer.
7.3 INDEMNIFICATION.
Buyer agrees to indemnify the Escrow Agent and hold it harmless against all
proper charges and expenses of the Escrow Agent, including reasonable charges
and expenses of its counsel, in defending any action brought against it by
reason of its acting as the Escrow Agent hereunder, unless it is determined in
such action that the Escrow Agent acted in violation of its duties and
obligations hereunder. The Escrow Agent costs and expenses of enforcing this
right of indemnification also shall be paid by Buyer. This right of
indemnification shall survive the termination of this Escrow Agreement, and the
removal or resignation of the Escrow Agent.
7.4 CONTRIBUTION
Buyer and Sellers agree among themselves that, in the case when the Escrow Agent
incurs attorney fees and costs because a Seller commences an action or threatens
such action against the Escrow Agent and such Seller then agrees or is
determined to have acted improperly or against whose interest the matter is
decided, then such Seller or Sellers shall promptly reimburse the Buyer for any
amounts paid by Buyer to the Escrow Agent pursuant to this Article VII together
with interest on such amounts at the prime rate as from time to time published
in The Wall Street Journal.
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ARTICLE VIII
INVESTMENT OF DEPOSITS
8.1 SEGREGATION OF DEPOSITS.
The Escrow Agent will invest the Escrow Deposit as one account.
8.2 INVESTMENT OF FUNDS.
8.2.1. The Escrow Agent will invest the amounts deposited hereunder in
such securities or types of investments as Buyer shall direct in writing
consistent with the investment guidelines attached hereto as Annex II. The
parties acknowledge that the Escrow Agent shall not be responsible for any
diminution in escrow funds due to the losses resulting from investments made
pursuant to this Article VIII.
8.2.2. All costs incurred by Escrow Agent and fees charged by Escrow
Agent in connection with the establishment of any brokerage accounts or
administering any transactions through such accounts, other than those
directly administered by Escrow Agent through Escrow Agent's own bond
department shall be charged to the Escrow Deposit.
8.3 TAX MATTERS.
For Federal income tax purposes, to the extent permitted by law, income
earned on or from the CGI Deposit, the ▇▇▇▇▇▇▇▇▇▇ Deposit or the Sheridan
Deposit, respectively, shall be treated by the parties to this Escrow
Agreement as income of CGI, ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, respectively, under
Section 468B(g) of the Internal Revenue Code of 1986, as amended, to the
extent of 6.5% per annum and thereafter to Buyer. CGI, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
and Buyer will provide to the Escrow Agent such forms as are required to
establish an exemption from backup withholding tax on the income of their
respective Escrow Deposits.
ARTICLE IX
NOTICES
9.1 METHOD OF NOTICE.
Notices shall not be deemed to be given until actually received. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be personally delivered or sent by facsimile transmission
with confirming copy sent by overnight courier (such as Express Mail, Federal
Express, etc.) and a delivery receipt obtained and addressed to the intended
recipient as follows:
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9.2 PLACE FOR DELIVERY OF NOTICES.
(a) If to Buyer:
Alternative Resources Corporation
▇▇▇ ▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
IN EACH CASE WITH A COPY TO:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, P.C.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(b) If to CGI:
Compagnie Generale d'Informatique
▇/▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
IN EACH CASE WITH A COPY TO:
International Business Machines Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
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(c) If to ▇▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Telephone:
Facsimile:
WITH A COPY TO:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Pepper, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(d) If to Sheridan:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Telephone:
Facsimile:
WITH A COPY TO:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Pepper, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
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(e) If to the Escrow Agent, to:
▇▇▇▇▇▇ Trust and Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Escrow Division, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
9.3 CHANGE OF ADDRESS.
Any party may change its address for receiving notice by giving written notice
to the others named above. All such notices shall be given as provided in
Section 9.1 and shall be effective immediately upon confirmation of facsimile
or completion of personal delivery.
ARTICLE X
MISCELLANEOUS
10.1 ENTIRE AGREEMENT.
This Escrow Agreement, including Annexes I and II and the Exhibits delivered
pursuant hereto constitute the entire agreement among the parties with respect
to the transactions contemplated hereby and supersede all other agreements and
understandings among the parties.
10.2 PARTIES IN INTEREST.
This Escrow Agreement shall bind and inure to the benefit of the parties named
herein, in each case with respect to the obligations and rights applicable to
them, and their respective, successors.
10.3 COUNTERPARTS.
This Escrow Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
10.4 APPLICABLE LAW.
This Escrow Agreement shall be governed by and construed in accordance with the
internal substantive laws of the State of Illinois. Should any provision of
this Escrow Agreement be
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determined to be invalid, void or unenforceable by a court of competent
jurisdiction for any reason, the remaining provisions shall remain in full
force and effect.
10.5 AMENDMENT AND WAIVER.
No amendment or waiver of any provision of this Escrow Agreement shall in any
event be effective, unless the same shall be in writing and signed by the
parties hereto, and then such amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
10.6 SEVERABILITY.
Any term or provision of this Escrow Agreement which is held invalid or
unenforceable by a court of competent jurisdiction, shall be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining rights of the party intended to be benefitted by
such provision and provisions of this Escrow Agreement.
10.7 HEADINGS.
The section and other headings contained in this Escrow Agreement are for
convenience of reference purposes only and shall not affect in any way the
meaning or interpretation of this Escrow Agreement.
10.8 CURRENCY.
All references herein to dollars are to United States dollars.
[SIGNATURE PAGE FOLLOWS]
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[SIGNATURE PAGE TO ESCROW AGREEMENT
DATED AS OF NOVEMBER 7, 1997]
IN WITNESS WHEREOF, the undersigned, have caused this Escrow Agreement to be
executed as of the day and year first above written.
COMPAGNIE GENERALE ALTERNATIVE RESOURCES
d'INFORMATIQUE CORPORATION
By:______________________________ By: ______________________________
Name:____________________________ Name:______________________________
Title:___________________________ Title:_____________________________
_________________________________ ▇▇▇▇▇▇ TRUST AND SAVINGS BANK
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Escrow Agent
_________________________________ By: ______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ______________________________
Title: ______________________________
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EXHIBIT 1
DISBURSEMENT CERTIFICATE
The undersigned hereby certifies and directs the Escrow Agent, pursuant to
Section 2.1 of the Escrow Agreement dated as of November 7, 1997 by and among
Compagnie Generale d'Informatique ("CGI"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇"),
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), Alternative Resources Corporation ("Buyer") and
▇▇▇▇▇▇ Trust and Savings (the "Escrow Agent"), to disburse and deliver:
(a) From the CGI Deposit:
(i) to CGI, an aggregate amount of $__________, and
(ii) to Buyer, an aggregate amount of $_________;
(b) From the ▇▇▇▇▇▇▇▇▇▇ Deposit:
(i) to ▇▇▇▇▇▇▇▇▇▇, an aggregate amount of $_____________, and
(ii) to Buyer, an aggregate amount of $__________;
(c) From the Sheridan Deposit:
(i) to Sheridan, an aggregate amount of $_____________, and
(ii) to Buyer, an aggregate amount of $_________.
The disbursement(s) shall be paid by Escrow Agent by wire transfer in
immediately available funds as follows:
To CGI:
_______________
_______________
_______________
_______________
To Buyer:
_______________
_______________
_______________
_______________
To each of ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, to The Bryn Mawr Trust Company, as
escrow agent, as set forth in Section 2.3.1 of the Escrow Agreement.
Capitalized terms used in this Certificate shall, unless otherwise defined
herein, have the meanings ascribed to them in the Escrow Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Certificate this ___ day
of __________, ____.
COMPAGNIE GENERALE ALTERNATIVE RESOURCES
d'INFORMATIQUE CORPORATION
By:______________________________ By: ______________________________
Name:____________________________ Name:______________________________
Title:___________________________ Title:_____________________________
_________________________________ ____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Annex I
-------
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
ESCROW AGENT SERVICES
SCHEDULE OF FEES
ACCEPTANCE FEE . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,500
. in-house legal review of escrow document
. administrative review of documents
. establishment of appropriate accounts
. participate in pre-closing and closing
ANNUAL ADMINISTRATION FEE (per account). . . . . . . . . . . . . . $ 2,500
. routine administrative functions under the agreement
. custody of investments
ACTIVITY FEES (per account)
. deposit, delivery of securities (per event) . . . . . . . $ 35
. deposit of funds. . . . . . . . . . . . . . . . . . . . . $ 20
. disbursements (checks, wires, etc.) . . . . . . . . . . . $ 20
. disbursements (international wires) . . . . . . . . . . . $ 40
. purchases, sales of individual securities (per event) . . $ 100
. investment in selected money market funds . . . . . . . . $No charge
. asset/transaction report (per statement). . . . . . . . . $ 10
OUT-OF-POCKET
Additionally, the cost of items that can be directly allocated such as
postage, telephone, overnight delivery, etc. incurred during the
routine administration of the agreement will be billed separately.
All reasonable outside legal fees will be billed as incurred.
Acceptance of the appointment as escrow agent is contingent upon our mutual
agreement to and execution of an escrow document.
The foregoing schedule was designed to apply to Escrow Agent appointments which
require the usual amount of responsibility, time and attention. Fees are
subject to our review and acceptance of the governing documentation, and to
reasonable adjustment as changes in laws, procedures, or costs of doing business
demand. If in any specific situation, the agent's duties and responsibilities
are greater than customary or additional work becomes necessary because of the
imposition of governmental legislation or regulation, we reserve the right to
adjust our fees. Fees for services not specifically covered in this schedule
will be assessed in an amount commensurate with the services rendered. The
acceptance fee and first year's administration fee are billed at closing.
ANNEX II
to
ESCROW AGREEMENT
relating to
PERMITTED INVESTMENTS
I. Debt instruments of any federal or state government or agency or political
subdivision thereof;
II. Debt instruments of any corporation rated by Standard & Poors as BB or
better or by ▇▇▇▇▇'▇ Investors Service as B or better;
III. Equity securities in the S&P 500 or which otherwise have a market
capitalization in excess of $1,000,000,000;
IV. Money market instruments;
V. Mutual funds investing in any of the foregoing.
