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EXHIBIT 10.6
ASSIGNMENT AND INDEMNIFICATION AGREEMENT
This Assignment and IndemnIfication Agreement, dated as of the __ day of
____________, 1999, between Metamor Worldwide, Inc., a Delaware corporation
("MMWW") and Xpedior Incorporated, a wholly-owned subsidiary of MMWW
("Xpedior").
WHEREAS, MMWW has entered into those certain purchase agreements listed on
Exhibit A hereto (the "Agreements);
WHEREAS, the Agreements permit MMWW to assign any or all of its rights,
interests and obligations thereunder to a wholly-owned subsidiary of MMWW (in
any or all of which cases MMWW nonetheless shall remain liable and responsible
for the performance of all of its obligations thereunder); and
WHEREAS, as consideration for MMWW's agreeing to assign to Xpedior all of
MMWW's rights and interests under the Agreements, Xpedior will indemnify MMWW
for all of its obligations existing, resulting from or arising out of the
Agreements.
NOW, THEREFORE, the parties hereby agree as follows:
1. MMWW hereby assigns, and Xpedior hereby assumes, all of MMWW's rights,
interests and obligations under and arising out of the Agreements.
2. Xpedior hereby agrees to indemnify, defend and hold harmless MMWW, its
directors, officers and employees and their respective representatives for any
claims, suits or actions arising out of or resulting from any of the present or
future obligations of MMWW or the actions of Xpedior under the Agreements.
METAMOR WORLDWIDE, INC.
By: --------------------
Name:
Title:
XPEDIOR INCORPORATED
By: --------------------
Name:
Title:
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EXHIBIT A
1. Merger Agreement dated as of March 26, 1997 by and among ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Children's Trust, Metamor Technologies, Ltd. and
CORESTAFF, Inc. and CORESTAFF Acquisition Sub #9, Inc.
2. Agreement and Plan of Merger dated as of December 23, 1997 by and among
CORESTAFF, Inc., CORESTAFF Acquisition Sub #12, Inc., Sage I.T. Partners,
Inc., and the Shareholders of Sage I.T. Partners, Inc.
3. Stock Purchase Agreement dated as of December 31, 1997 by and among
CORESTAFF, Inc., Workgroup Productivity Corporation, and the Shareholders
of Workgroup Productivity Corporation
4. Stock Purchase Agreement dated as of June 17, 1998 by and among Metamor
Worldwide, Inc., Informix Corporation and the Sellers
5. Stock Purchase Agreement dated as of July 16, 1998 by and among Metamor
Worldwide, Inc., Advanced Information Solutions, Inc. and the Sellers
6. Asset Purchase Agreement dated as of November 12, 1998 by and among
Metamor Worldwide, Inc., Metamor Technologies, Ltd., New Technology
Partners, Inc. and the Shareholders of New Technology Partners, Inc.