AMENDMENT TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
This is the First Amendment, dated as of the 14th day of April 1997,
to that Amended and Restated Asset Purchase Agreement (the "Agreement"), dated
as of April 26, 1996, as amended and restated as of May 21, 1996, by and among
TeleSpectrum Worldwide Inc., a Delaware corporation ("TeleSpectrum"), CRW
Financial, Inc., a Delaware corporation ("CRW"), SOMAR, INC., a North Carolina
corporation ("SOMAR") and Xxxxxxx X. Virtue (the "Shareholder").
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
BACKGROUND
Pursuant to the terms of the Agreement, on August 13, 1996,
TeleSpectrum acquired the Business and Purchased Assets from SOMAR. Section 2.7
of the Agreement provided, among other things, SOMAR with the opportunity to
earn the 1997 Contingent Payment as additional purchase price for the Business
and the Purchased Assets. TeleSpectrum and SOMAR have determined that it is in
their mutual best interests for TeleSpectrum to have more uniform marketing and
operating strategies and, therefore, to restructure the method by which this
additional purchase price may be earned and the form in which it is paid. The
parties desire to amend the Agreement to provide for the matters contained
herein.
AMENDMENT
NOW, THEREFORE, in consideration of and in reliance on the respective
representations, warranties and covenants contained herein and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Section 2.7 of the Agreement is hereby deleted and replaced in
its entirety by the following:
2.7 Payments.
--------
(a) In addition to assuming the Assumed Liabilities, the
aggregate price to be paid by the Buyer to the Company (the "Purchase
Price") for the purchase of the Purchased Assets shall be (i)
$50,000,000 and (ii) the grant of a stock warrant (the " Contingent
Stock Warrant") described in Section 2.7(b) below. The Buyer shall pay
$50,000,000 of the Purchase Price at the Closing by delivery of (i)
$25,000,000 by certified or bank check or by wire transfer of
immediately available funds pursuant to written instructions provided
by the Company to the Buyer and (ii) certificates to the Company or
its designee (in such
proportion as set forth on Exhibit 2.7) representing such number of
shares (the "Shares") of the Buyer's common stock, no par value (the
"Buyer Common Stock"), with an aggregate acquisition stock value of
$25,000,000 (the "Acquisition Stock Value"). The Acquisition Stock
Value has been determined based upon the Private Percentage Interest,
as defined in Section 2.8.
(b) The Contingent Stock Warrant shall consist of a warrant
to purchase in the aggregate up to 1,500,000 shares of the Buyer
Common Stock at an exercise price of $12.25 per share, subject to the
vesting requirements and other terms and conditions set forth in the
Warrant Agreement attached as Exhibit I hereto.
2. All references to 1996 and 1997 Contingent Payments in the
Agreement shall be disregarded for all purposes, including for the purpose of
interpreting the Agreement, and SOMAR hereby releases TeleSpectrum from any
obligation on account of the 1996 and 1997 Contingent Payments. Accordingly,
Section 21 of the Agreement is hereby deleted in its entirety and shall have no
further force or effect.
3. The Initial Warrant Shares shall be included in the definition of
Registrable Securities for purposes of Section 20.3 of the Agreement and
entitled to the benefits of such Section. The Additional Warrant Shares shall
not be included in the definition of Registrable Securities for such purposes.
4. Except as provided herein, the terms and provisions of the
Agreement shall remain in full force and effect as originally set forth.
5. This Amendment shall be effective, and shall be binding on the
parties to the Agreement when executed by the parties. This Amendment may be
executed in two or more counterparts, each of which shall be binding as of the
date first written above, and all of which shall constitute one and the same
instrument. Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart. The hand written letter dated December 13, 1996 between
the Buyer and SOMAR shall be deemed to have been terminated as of December 13,
1996 and shall have no force or effect on any party thereto.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the 14th day of April, 1997.
TELESPECTRUM WORLDWIDE INC.
By: /s/ J. Xxxxx X'Xxxxx
-------------------------------------------
J. Xxxxx X'Xxxxx, Chief Executive Officer
CRW FINANCIAL, INC.
By: /s/ J. Xxxxx X'Xxxxx
-------------------------------------------
J. Xxxxx X'Xxxxx, Chief Executive Officer
SOMAR, INC.
By: /s/ Xxxxxxx X. Virtue
-------------------------------------------
Xxxxxxx X. Virtue
Chairman
/s/ Xxxxxxx X. Virtue
-------------------------------------------
Xxxxxxx X. Virtue
3
