Exhibit 10.2.1
Bank of America, N.A.
Commercial Banking
NC4-512-02-08
000 Xxxxxxxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxx
President
The Source Information Management Company
00000 Xxxxxxx Xxxx Xxxx
Xx. Xxxxx, XX 00000
Dear Les:
Reference is made to the Credit Agreement between The Source Information
Management Company, a Missouri corporation ("Source"), and Bank of America,
N.A., a national banking association (the "Bank"), dated as of December 22, 1999
(the "Credit Agreement"). All capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Credit Agreement.
As a condition to the Bank's entering into the Credit Agreement, Source and
certain of its Subsidiaries entered into certain Negative Pledge Agreements with
the Bank regarding real estate located in North Carolina, Illinois, Pennsylvania
and Nevada, each of which was recorded in the real property records of the
applicable jurisdiction (each a "Negative Pledge Agreement"). Source has
requested that the Bank agree to terminate the Negative Pledge Agreement
regarding certain real estate in Carson City, Nevada, owned by Source-Huck Store
Fixture Company (the "Nevada Property") so that it may enter into a
sale/leaseback transaction with respect to the Nevada Property. As consideration
for the Bank's agreement to terminate the Negative Pledge Agreement regarding
the Nevada Property, the Bank and Source hereby agree as follows:
1. Subject to the terms and conditions of this letter, Source may
enter into a sale/leaseback transaction with respect to the Nevada
Property. Prior to or concurrently with the closing of the sale of such
property, the Bank shall provide Source with an appropriate termination of
the Negative Pledge Agreement regarding the Nevada Property for recordation
in the real property records of the applicable jurisdiction.
2. Effective as of the date of this letter, (a) Section 2.1 of the
Credit Agreement is hereby amended to provide that the Revolving Line of
Credit shall be in the aggregate principal amount of up to Forty-Six
Million Dollars ($46,000,000) and that the maximum amount outstanding at
any one time under the Revolving Line of Credit shall not exceed the lesser
of (i) the Borrowing Base or (ii) $46,000,000, and (b) Section 2.6(b) of
the Credit Agreement is hereby amended to replace the reference to
$50,000,000 with a reference to $46,000,000. Any other provision of the
Credit Agreement or any Credit Document that is inconsistent with the
reduction of the maximum amount of the Revolving Line of Credit to
$46,000,000 as provided herein is hereby deemed amended to conform
herewith.
3. Source hereby represents that, upon its execution hereof as
provided below, this letter will have been duly authorized, executed and
delivered by it and will constitute its legal, valid and binding
obligation.
4. By its execution below, Source restates, ratifies and reaffirms the
terms and conditions of the Credit Agreement and the Credit Documents,
effective as of the date hereof. To induce the Bank to enter into this
letter and to provide the consent contained herein, Source hereby
represents, acknowledges and agrees that, as of the date hereof, there
exists no claim, counterclaim, defense, right of offset or objection in
favor of Source as against Bank with respect to the Credit Agreement, any
of the Obligations or any act or omission of the Bank with respect thereto.
5. Source acknowledges and agrees that it will pay all cost and
expenses incurred by the Bank in connection with the negotiation,
preparation, execution and delivery of this letter and all related
documentation and the completion of the transaction contemplated hereby,
including the fees and expenses of counsel to the Bank in connection
herewith.
Except as expressly set forth herein, this letter does not constitute
an amendment, waiver, release or modification of any term, condition or
provision of the Credit Agreement or a waiver, release or modification of
any rights or remedies that the Bank may have pursuant to or in respect of
(a) the Credit Agreement or any of the Credit Documents, (b) any Event of
Default that may now or hereafter exist under the Credit Agreement,
including without limitation any Event of Default existing or arising as a
result of violation of any of the financial covenants contained in the
Credit Agreement, (c) any of the document, instruments or other agreements
executed in connection with the Credit Agreement, or (d) any applicable
laws.
The terms and conditions of this letter shall be effective as of the
date hereof upon the Bank's receipt of a counterpart of this letter that
has been executed by Source in the space provided below. We reserve the
right to withdraw this letter at any time prior to its acceptance.
Very truly yours,
BANK OF AMERICA, N.A.
By: /s/ J. Xxxxxx Xxxxxxx, Jr.
--------------------------
Title: Senior Vice President
Agreed to and accepted:
THE SOURCE INFORMATION MANAGEMENT COMPANY
By: /s/ S. Xxxxxx Xxxxxx
S. Xxxxxx Xxxxxx
Chairman and Chief Executive Officer
