Stock Purchase Agreement [Amendment] - Opinion Research Corp. and Macro International Inc.
AGREEMENT
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This Agreement (the "Agreement") is made this 26th day of May, 1999, by and
among Opinion Research Corporation, a Delaware corporation (the "Buyer") and
those entities and individuals who are signatories hereto (the "Stockholders").
W I T N E S S E T H:
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WHEREAS, the Buyer and the Stockholders have entered into that certain
Stock Purchase Agreement dated April 30, 1999 (the "Stock Purchase Agreement";
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Stock Purchase Agreement); and
WHEREAS, the Buyer and the Stockholders wish to clarify and supplement the
Stock Purchase Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter contained, intending to be legally bound, the parties
hereto hereby agree as follows:
1. For the convenience of the parties to the Stock Purchase Agreement the
Closing Date shall be deemed to be the close of business on April 30, 1999. The
parties to the Stock Purchase Agreement agree that the selection of April 30,
1999 as the Closing Date will (a) avoid a separate, mid-month financial closing
for Macro International Inc.; (b) avoid the preparation of a short period income
tax return for Macro International Inc.; and (c) provide consistency with the
contingent payment provisions and periods set forth in subparagraph 2(a)(iii) of
the Stock Purchase Agreement.
2. All profits earned or realized by Macro International Inc. and its
subsidiaries after the close of business on April 30, 1999 shall inure to the
benefit of the Buyer.
3. The Buyer hereby agrees to pay to the Stockholders interest on that
portion of the Purchase Price payable in accordance with the terms and
provisions of section 2(a)(i) and (ii) ($22,300,000) at a rate of six percent
(6%) per annum, calculated on the basis of a 360-day year.
4. Each of the representations and warranties of the Stockholders, Quirk
and Errecart contained in the Stock Purchase Agreement has been, and at all
times after the date of the Stock Purchase Agreement, to an including the
Closing Date, shall be, true and correct; provided, however, that in the event
of a Knowing Misrepresentation by the Stockholders, Quirk or Errecart, the
Closing Date shall be deemed to be May 26, 1999.
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5. Paragraph 16(b)(vii) of the Stock Purchase Agreement is hereby amended
to read in its entirety as follows:
"(vii) any debt, liability or obligations arising from the failure to
obtain the consent of the landlord (The Rector, Church - Wardens and
Vestrymen of Trinity Church of the City of New York) under the Lease
governing the lease by the Corporation of the premises known as 100 Avenue
of the Americas, 2nd Floor, New York, New York, to the transactions
contemplated hereby."
6. Paragraph 16(e) of the Stock Purchase Agreement is hereby amended by
deleting subparagraph (iv) therefrom.
7. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
8. 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.
9. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation,
provisions concerning limitation of actions), shall be governed by and construed
in accordance with the laws of the State of Delaware, notwithstanding any
conflict-of-laws doctrines of such state or other jurisdiction to the contrary,
and without the aid of any canon, custom or rule of law requiring construction
against the draftsman.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their proper and duly authorized officers, on the date first
above written.
OPINION RESEARCH CORPORATION
Attest: /s/ Douglas L. Cox By: /s/ John F. Short
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Title: President
Witness: /s/ Michael T. Errecart /s/ Frank J. Quirk
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Frank J. Quirk, Individually, as
Representative and pursuant to a Special
Durable Power of Attorney executed by
each Stockholder
Signatures continued on next page.
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Signatures continued from previous page.
Witness: /s/ Frank J. Quirk /s/ Michael T. Errecart
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Michael T. Errecart, Individually, as
Representative and pursuant to a Special
Durable Power of Attorney executed by
each Stockholder
Macro International Inc. Employee
Stock Ownership Trust
Witness: /s/ Michael T. Errecart /s/ Frank J. Quirk
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Frank J. Quirk, Trustee