Exhibit (b)(2)
[LETTERHEAD OF LLOYDS TSB]
The Directors
The Sage Group
Xxxx Xxxxx
Xxxxxx Xxxx Xxxx
Xxxxxxxxx xxxx Xxxx
XX0 0XX
Dear Sirs
Facility Agreement dated [] March 2001 between The Sage Group plc and certain of
its subsidiaries (1) to (3) and Lloyds TSB Bank plc, in its various capacities
as Arranger, Original Lender and Agent (4) to (6) (the "Facility Agreement")
1. We refer to the Facility Agreement to be entered into between The Sage
Group plc (the "Company") and ourselves on or about today's date. Terms and
expressions defined in the Facility Agreement shall have the same meanings
in this letter save where otherwise appears or where the context so
requires.
2. The Company has advised us that it intends to enter into an acquisition by
way of purchase and merger of Interact Commerce Corporation (the
"Acquisition") according to the terms of an offer to be made under the
Agreement and Plan of Merger to be entered into on or around the date of
this letter and made between The Sage Group plc, Isaiah Acquisition
Corporation and Interact Commerce Corporation (the "Merger Agreement"). To
assist the Company to have sufficient funds available to fulfil, or to
procure that the purchase vehicle may fulfil, its obligations in connection
with the Acquisition, we (in our capacity as Agent and Lenders) agree that
we shall not, on or prior to the date falling one day after the date of the
first delivery of funds to the Paying Agent (as defined in the Merger
Agreement) after the Effective Time (as defined in the Merger Agreement)
the ("Merger Completion Date"):
2.1 decline to permit any Facility to be utilised under the Facility
Agreement for the purpose of financing the Acquisition or cancel any
of the Commitments referable to such financing as a consequence of:
(a) the occurrence of any Default under the following clauses of the
Facility Agreement:
(i) Clause 24.2 (Financial Covenants);
(ii) Clause 24.5(ii) and (iii) (Cross Default);
(iii) Clause 24.13 (Material Adverse Change);
(iv) (to the extent referable to a representation and warranty
suspended by this letter) Clause 24.4 (Breach of
Representation or Warranty);
(b) the occurrence of any event or circumstance specified in Clause
24 which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance
Documents or any combination of any of the foregoing) be and
Event or Default (defined in this letter as a "Potential Event of
Default") under Clause 24.7 (Distress or Attachment) or (to the
extent referable to Clause 23.5 (Merger) or Clause 23.7
(Insurance Covenant)) under Clause 24.3 (Failure to Comply with
Other Covenants);
(c) any misrepresentation under the following clauses:
(i) Clause 20.13 (No proceedings pending or threatened);
(i) Clause 20.9 (No default) (but only to the extent that it
relates to a Default which has been suspended by this
letter); or
(iii) Clause 20.19 (Environmental Law),
2.2 require any prepayment or cancellation of the Facilities or decline to
make any Utilisation in connection with the Acquisition pursuant to
Clause 8.2 of the Facility Agreement for reasons of change of control
of the Company,
provided that nothing in this letter shall prevent the Agent or any of the
Lenders from exercising any of their respective rights and remedies under
the Facility Agreement (including without Limitation under Clause
8.2 (Prepayment and Cancellation - Change of control) and Clause
24.16 (Acceleration) after the earlier of (a) 30th September 2001 and (b)
the Merger Completion Date and notwithstanding any such utilisation.
3. For the purposes of Clause 23.8 (Acquisition) of the Facility Agreement, we
confirm that we agree to the making of the Acquisition.
Kindly confirm your agreement to the above terms by countersigning and returning
to us the copy letter enclosed.
/S/ [ILLEGIBLE]^^
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For and on behalf of
LLOYDS TSB BANK PLC
in its capacity as Agent and
as an Original Lender
We agree the terms of this letter
/S/ Xxxx Xxxxxx
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For and on the behalf of
THE SAGE GROUP PLC
