EXHIBIT 2.4(g)
AMENDMENT NO. 1
TO
ESCROW AGREEMENT
AMENDMENT No. 1 (the "Amendment") dated April 4, 1997 among SITEL
Corporation, a Minnesota corporation (the "Buyer"), the former shareholders of
Mitre plc listed on the signature pages hereto (the "Sellers"), and Firstar
Trust Company, as Escrow Agent ("Escrow Agent").
WHEREAS, the parties hereto have previously entered into an Escrow
Agreement dated September 3, 1996 (the "Escrow Agreement"); and
WHEREAS, the parties hereto desire to supplement and amend the provisions
of the Escrow 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 I.
DEFINITIONS
1.1. Definitions
Terms used herein and not otherwise defined herein shall have the meanings
set forth in the Escrow 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 Escrow Agreement shall from and after the effective date
hereof refer to the Escrow Agreement as amended and supplemented hereby.
ARTICLE II.
AMENDMENT
2.1. Section 4(e)
Section 4(e) of the Escrow Agreement is hereby amended in its entirety to
read as follows:
(e) Each Seller shall, in respect of any Sellers' Payment which
is the subject of any Escrow Account Payment Claim, pay such amounts
in cash if and only to the extent that the shares of Buyer Stock then
held by such Seller (including, without limitation, shares held in the
Escrow Account) have a value less than the amount of the Sellers'
Payment as stated in such Escrow Account Payment Claim. For purposes
of this Section, the value of each Seller's Buyer Stock (including,
without limitation, shares held in the Escrow Account) shall be the
closing price of the Buyer Stock on the NASDAQ on the Completion Date
(as defined in the Share Purchase Agreement).
ARTICLE III.
MISCELLANEOUS
3.1. Governing Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of New York, without regard to the
conflict of law rules of such state.
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/ Xxxxx X. Major
Name: Xxxxx X. Major
Title: Chief Financial Officer
BURMEL HOLDINGS NV
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Attorney
XXXXXXX X. PIPE
/s/ Xxxxxxx X. Pipe
XXXXX X.X. XXXXXXX
/s/ Xxxxx X.X. Xxxxxxx
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
/s/ X.X. Xxxxxxx
XXXXXX X.X. XXXXXX
/s/ M.E.O. Xxxxxx
XXXXXXXXX X. XXXXXX
/s/ X.X. Xxxxxx XXXXX
X. XXXXX
/s/ X.X. Xxxxx
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
XXXXXX X. XXXXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxxxx
MERIT GROUP NV (in liquidation) by its former
shareholders:
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
/s/ M. Vanbaelen
M. Vanbaelen
/s/ X. Xxxxx
X. Xxxxx
/s/ X. Xxxxxxxx
X. Xxxxxxxx
/s/ X. Xxxxxxxxx
X. Xxxxxxxxx
/s/ E. Van Xx Xxxx
E. Van Xx Xxxx
/s/ Xxxx Xxxxx
D. Frans
FIRSTAR TRUST COMPANY
as Escrow Agent
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
By: /s/ Xxx X. Xxxxx
Name: Xxx X. Xxxxx
Title: Assistant Secretary
