EXHIBIT 2.4(f)
AMENDMENT NO. 3
TO
SHARE PURCHASE AGREEMENT
AMENDMENT No. 3 (the "Amendment") dated April 4, 1997 among SITEL
Corporation, a Minnesota corporation (the "Buyer") and the former shareholders
of Mitre plc, an English public limited company (the "Company") listed on the
signature pages hereto (the "Sellers").
WHEREAS, the parties hereto have previously entered into a Share
Purchase Agreement dated June 6, 1996, as previously amended by Amendment No. 1
to Share Purchase Agreement dated July 26, 1996 and Amendment No. 2 to Share
Purchase Agreement dated September 3, 1996 (as so amended, the "Share Purchase
Agreement"); and
WHEREAS, the parties hereto desire to supplement and amend the
provisions of the Share Purchase Agreement in the manner set forth in this
Amendment.
NOW THEREFORE, in consideration of the mutual agreements contained
herein, the payment by the Buyer to the Sellers of the aggregate sum of 1
pound), and the payment by the Sellers to the Buyer of the aggregate sum of 1
(pound), the receipt and adequacy of which is hereby acknowledged by the Buyer
and the Sellers, the parties hereto agree as follows:
ARTICLE IV.
DEFINITIONS
1.1. Definitions
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Terms used herein and not otherwise defined herein shall have the meanings
set forth in the Share Purchase Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and
each reference to "this Agreement" and each other similar reference
contained in the Share Purchase Agreement shall from and after the
effective date hereof refer to the Share Purchase Agreement as amended and
supplemented hereby.
ARTICLE V.
AMENDMENT
2.1. Section 10.1(c)
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Section 10.1(c) of the Share Purchase Agreement is hereby amended in its
entirety to read as follows:
(c) Time Limits. (i) The rights of the Buyer in respect of any
breach or non-fulfillment of any of the Warranties shall only be
enforceable until the earlier of (i) the first anniversary of the
Completion Date, and (ii) completion of the first combined audit of
the Buyer and the Company.
(ii) The rights of the Buyer in respect of any breach or non
fulfillment of any of the terms of the Tax Covenant shall only be
enforceable until the earlier of (i) the first anniversary of the
Completion Date, and (ii) completion of the first combined audit of
the Buyer and the Company.
2.3. Section 10.1(e)
_______________
Section 10.1(e) of the Share Purchase Agreement is hereby amended in its
entirety to read as follows:
(e) Maximum Claims. The Buyer shall not be entitled to recover
under the Warranties and the Tax Covenant any sum in excess of $25
million in the aggregate. Any payment made in respect of a claim
under the Warranties shall be made in Buyer Stock or, to the extent
that the Buyer Stock held by the Sellers (including, without
limitation, Buyer Stock held in escrow pursuant to the Escrow
Agreement) is insufficient to satisfy such claim, in cash. If such
payment is made in Buyer Stock, the value of the Buyer Stock shall be
the closing price of the Buyer Stock on the NASDAQ on the Completion
Date. Each Seller shall only be liable for his Appropriate Proportion
of any claim made by the Buyer in respect of any breach of the
Warranties or under the Tax Covenant and, in this Article, the
expression "Appropriate Proportion" means the proportion which the
Shares to be sold by the Seller hereunder bear to the total Shares to
be sold under this Agreement.
2.4. Section 10.1(h)
_______________
Section 10.1(h) of the Share Purchase Agreement is hereby amended in its
entirety to read as follows:
(h) Contingent Liabilities. The Sellers shall not be liable for
breach of any Warranty or under the Tax Covenant in respect of any
claim based upon a liability which is contingent unless and until such
contingent liability becomes an actual liability and is due and
payable before the expiry of the periods specified in subclause
10.1(c).
ARTICLE VI.
MISCELLANEOUS
3.1. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of England and Wales and each of the
parties hereto submits to the exclusive jurisdiction of the English Courts.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date and year
first above written.
SITEL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. Major
Name: ▇▇▇▇▇ ▇. Major
Title: Chief Financial Officer
BURMEL HOLDINGS NV
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney
/s/ ▇▇▇ ▇. Pipe
▇▇▇ ▇. Pipe
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ M.E.O. Bilton
M.E.O. Bilton
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The ▇▇▇. ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇
MERIT GROUP NV (in liquidation), by its
former shareholders:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ M. Vanbaelen
M. Vanbaelen
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/s/ E. Van ▇▇ ▇▇▇▇
E. Van ▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
D. Frans