Exhibit 5
Quad-C
Quad-C Management, Inc.
230 East High Street
Stephen M. Burns Charlottesville, Virginia 22902
Partner Telephone: (804) 979-2075
Telecopier: (804) 979-1145
E-mail: [email protected]
* * * * Indicates that confidential information has been omitted.
PRIVATE AND CONFIDENTIAL
------------------------
LETTER OF INTENT
March 29, 2000
Paribas
3, rue d'Antin
Cedex 02
Paris, France 75078
Gentlemen:
This letter will confirm our mutual understanding and intentions concerning
the acquisitions and/or management (the "Transaction") of all the stock, debt
instruments and other interests (collectively, the "Assets") owned by you or any
of your affiliates in each of * * * *, and Staff Leasing, Inc., * * * * except
that with respect to Staff Leasing, Inc. the Transaction shall relate to 425,000
common shares and warrants exercisable into 1,015,986 shares of common stock at
an exercise price of $7.24 per share. Under the structure being contemplated,
50% of the Assets will be sold to partnerships managed by and affiliates of
Quad-C Management, Inc. ("Quad-C") with the remaining 50% of the Assets (the
"Remaining Assets") to be retained by Paribas. In this structure, Quad-C will
manage the Remaining Assets in accordance with a management agreement to be
negotiated. * * * *
Quad-C's willingness to effect the Transaction shall be subject to the
satisfactory completion of its business, accounting and legal due diligence.
Quad-C shall complete its due diligence review within three weeks from the date
it is first given access to the companies by Paribas. The transaction is also
subject to the negotiation and execution of mutually satisfactory definitive
transaction documents, including without limitation, a stock purchase (or
similar) agreement, containing, among other things, customary representations
and warranties, covenants and indemnities. It is understood that Paribas'
representations and warranties shall generally be limited to ownership of the
assets and authority to do the transaction. In addition, Quad-C shall be
entitled to all management, advisory, transaction and similar fees which may be
payable to Paribas or any of its affiliates by any of the companies comprising
the Assets. The parties agree that the Purchase Price shall not be subject to
renegotiation.
During the period from the date hereof until 30 days from the signing of
this letter, neither Paribas nor any of its affiliates, officers, directors,
associates, shareholders, advisors, agents or representatives shall take any
action to, directly or indirectly, encourage, initiate, solicit, or engage in
18
<PAGE>
discussions or negotiations with, or provide any information to, any entity or
person other than Quad-C (and its affiliates and representatives) concerning any
sale or similar transaction with respect to any of the Assets.
None of the parties (nor any affiliate thereof) shall issue any press
release or make any other disclosure to any third person relating to or
connected with, this letter or the matters contained herein without obtaining
the prior approval of the other party, except (i) each of the parties hereto may
disclose this letter to its officers, directors and advisors (so long as such
parties keep this letter and its contents confidential), (ii) Quad-C may make
disclosures to its financing sources, * * * * and (iv) each party may make such
disclosures as may be required by law.
This letter is a letter of intent only and it is understood that it is not
deemed binding and that the parties' respective legal obligations (except for
the agreements in the two preceding paragraphs of this letter and the next
succeeding paragraph) shall arise solely from the definitive transaction
documents, if any, described above.
Quad-C and Paribas shall each bear their respective legal and due diligence
costs and expenses.
This letter shall be governed by, and constructed in accordance with, the
laws of the State of New York applicable to agreements made and to be performed
within such State.
This letter may be executed in one or more counterparts, each of which
shall be an original, but all such counterparts shall together constitute but
one and the same instrument. This letter shall not be amended or modified except
in writing signed by the parties hereto.
If the foregoing correctly sets forth our mutual, understanding and
intentions with respect to the proposed Transaction, please so indicate by
signing the enclosed copy of this letter, and returning it to us no later than
5:00 p.m. on March 30, 2000.
QUAD-C MANAGEMENT, INC.
By: /s/ Stephen M. Burns
------------------------------
Name: Stephen M. Burns
Title: Vice President
Confirmed and Agreed, this
30th day of March 2000
Paribas
By: /s/ Herve Couffin
----------------------------------------
Name: Herve Couffin
Title: Member of the Executive Committee of PAI
19
