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Exhibit 10.15
AGREEMENT ON POST-CLOSING ADJUSTMENTS
This AGREEMENT is entered into as of the 20th day of August,
1996, among RMH TELESERVICES, INC., a Pennsylvania corporation formerly known as
RMH Sales and Marketing Consulting, Inc. ("the Company"), Xxxxxxx X. Xxxxxxx
("Xxxxxxx"), XxxxXxx Xxxxx Xxxxxxx ("Xxxxx"), ADVANTA PARTNERS LP, a
Pennsylvania limited partnership and GLENGAR INTERNATIONAL INVESTMENTS LIMITED,
a limited liability company organized in the British Virgin Islands. Xxxxxxx and
Xxxxx are sometimes referred to herein as the "Principals."
BACKGROUND
WHEREAS, on May 24, 1996, the parties to this Agreement
entered into a Recapitalization and Stock Purchase Agreement (the
"Recapitalization Agreement") (Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Recapitalization Agreement. All
capitalized section headings referred to herein shall refer to the appropriate
sections of the Recapitalization Agreement).
WHEREAS, on the Closing Date, the Company paid the Principals
$15,436,975 in cash, reflecting the Cash Redemption Price, as adjusted in
accordance with Section 2.2(c) less $500,000 in funds deposited in escrow
pursuant to Section 10.5, as determined based upon the Preliminary Closing
Balance Sheet as required under Section 2.2(c).
WHEREAS, in accordance with the procedures set forth in
Section 2.2(c), the parties hereto have agreed that the balance sheet prepared
after Closing by Xxxxx & Company, Ltd. as of and for the period ending on the
Closing Date shall constitute the Closing Balance Sheet and now wish that the
closing adjustments to the Cash Redemption Price be finally reconciled.
WHEREAS, pursuant to the Closing Balance Sheet and the
workpapers relevant to the calculation of adjustments, all attached hereto as
Exhibit A, the actual Cash Redemption Price is $436,980 greater than the
estimated amount paid to the Principals at the Closing Date. The parties hereto
now wish that the Company pay such difference to the Principals as required by
the terms of the Recapitalization Agreement.
WHEREAS, the Recapitalization Agreement contemplated that the
Company would repay any and all amounts of outstanding shareholder loans,
including loans by the Principals to the Company (the "Principal Loans"), and
that the Principals would repay any indebtedness of the Principals to the
Company (the "Company Loans") at or prior to the Closing Date; however, neither
the Principal Loans nor the Company Loans were satisfied at or prior to the
Closing Date.
WHEREAS, the Closing Balance Sheet reveals that as of the
Closing Date the amount of the outstanding indebtedness of the Company under the
Principal Loans exceeded the
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amount of indebtedness of the Principals under the Company Loans by $56,117 (the
"Net Loan Amount").
WHEREAS, the parties hereto wish to resolve any remaining
issues with respect certain covenants regarding tax matters set forth in Section
9.3.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, the parties to this Agreement, intending
to be legally bound, hereby agree as follows:
1. Agreement on Facts. The recitals to this Agreement are
hereby agreed to and incorporated herein by reference.
2. Payment of Balance of Cash Redemption Price. Subject to the
terms of this Agreement, the Company shall pay to the Principals the aggregate
of Four Hundred Thirty-six Thousand Nine Hundred Eighty Dollars ($436,980) by
check or wire transfer of funds to an account or accounts designated by the
Principals. All of the parties hereto agree and acknowledge that such payment is
in full satisfaction of the Company's obligation to pay the Cash Redemption
Price under the Recapitalization Agreement.
3. Repayment of Shareholder Loans. Subject to the terms of this
Agreement, the Company shall pay to the Principals the aggregate of Fifty-six
Thousand One Hundred Seventeen Dollars ($56,117) representing the Net Loan
Amount, by check or wire transfer of funds to an account or account designated
by the Principals. All of the parties hereto agree and acknowledge that such
payment by the Company of the Net Loan Amount is in full satisfaction of the
Company's obligation to repay any and all outstanding principal and interest
with respect to the Principal Loans and the Principal's obligation to repay any
and all outstanding principal and interest with respect to the Company Loans.
4. Agreement With Respect to Tax Distributions. Each of the
parties hereto agrees and acknowledges that the Company has fully satisfied its
obligations with respect the Tax Distribution under the terms of Section 9.3(b)
and has no further obligation to distribute, as a dividend or otherwise, any
amount to the Principals in connection therewith. Each of the parties hereto
further agrees and acknowledges that the Principals remain liable to the Company
for the Transition Tax in accordance with the terms of Section 9.3(c).
5. Effective Time. This Agreement shall be effective upon
execution by all of the parties hereto (the "Effective Date"). All amounts to be
paid hereunder shall be paid in the manner contemplated herein as soon as
practicable but not later than the close of business on the third day following
the Effective Date.
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6. Miscellaneous.
(a) Entire Agreement. This Agreement contains the
entire understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or amended other than by an
agreement in writing.
(b) Binding Nature of Agreement. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.
(c) Controlling Law. This Agreement and all questions
relating to its validity, interpretation, performance and enforcement
(including, without limitation, provisions concerning limitations of actions),
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
(d) Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.
(e) Provisions Separable. The provisions of this
Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.
(f) Paragraph Headings. The paragraph headings in
this Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.
(g) Exhibits. All exhibits attached hereto are
incorporated by reference into and made a part of this Agreement.
(h) Number of Days. In computing the number of days
for purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday or holiday on which federal banks are or may
elect to be closed, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.
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IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement as of the date first above written.
/s/ Xxxxxxx X. Xxxxxxx GLENGAR INTERNATIONAL
-------------------------- INVESTMENTS LIMITED
Xxxxxxx X. Xxxxxxx
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Director: Montblanc (Directors) Limited
Sole corporate director: Glengar
/s/ Xxxx Xxx Xxxxx Xxxxxxx International Investments Limited
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XxxxXxx Xxxxx Xxxxxxx
RMH TELESERVICES, INC
ADVANTA PARTNERS LP
By: AP CAPITAL, INC., managing
general partner By: /s/ Xxxxxxx X. Xxxxxxx
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By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx,
---------------------------------- Chairman
Xxxxxxxx X. Xxxxxx, Vice President
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