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CoreStates Bank, N.A.
FC 1-8-4-2
0000 Xxxxxxxx Xxxxxx
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Xxxxxxxxxxxx XX 00000-0000
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Fax 000 000 0000
R Xxxxxx Xxxxx
Vice President
Division Manager
New England Division
December 10, 1996
ASA International Ltd.
ASA International Ventures, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Chief Executive Officer
Dear Xx. Xxxxxxxx:
We refer to that certain Loan Agreement dated November 3, 1994, to the Loan
Documents defined therein and to that certain Agreement of Amendment, dated
December 10, 1996 (together, the "Amended Loan Agreement and Loan Documents") to
which ASA International Ltd. ("Borrower") and the lender ("Bank") are parties.
We understand and have relied upon the fact that in December 1995 Borrower
engaged in a series of inter-corporate transactions whereby
- ASA, Incorporated and ASA Legal Systems Company, Inc. were merged into
Borrower
- Borrower organized a new wholly-owned Delaware subsidiary, ASA
International Ventures, Inc. ("Ventures") in which Borrower invested
$5,200,000 by purchase of Ventures' common stock
- As a result of the aforesaid mergers and swaps of assets between Borrower
and Ventures, Borrower now holds the customer intangibles known as CWI and
BSD, and Ventures holds the customer intangibles known as International
Trade, Legal Data and Tire
- Ventures is indebted to borrower under a promissory note of $5,200,000
- Borrower is obligated to pay an annual royalty fee to Ventures of $100,000
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In consideration of Bank's continuing the loan facility with Borrower as
amended under the Amended Loan Agreement and loan Documents, Ventures and
Borrower hereby agree with Bank as follows:
- Ventures will become a party to the Amended Loan Agreement and Loan
Documents by executing a counterpart of this letter.
- Ventures will execute and deliver to Bank (i) separate Guaranty of
Borrower's Obligations to Bank, and (ii) a separate Security Agreement to
secure its Guaranty and other Obligations.
- Borrower and Ventures hereby represent to Bank that Ventures assets are
free and clear of all liens, security interests, and encumbrances.
- Ventures will execute and deliver to Bank such UCC Form 1 financing
statements as Bank may request for filing in order to perfect Bank's
security in Ventures' assets. In this regard, Borrower and Ventures hereby
represent and warrant to Bank that Ventures' chief executive office and
location of Ventures' assets are and will be in Framingham, Massachusetts
and at no other location.
- Ventures will deliver to Bank such certificates of corporate resolutions
and such other certificates and documents as Bank may request, including,
without limitation, certification of banking resolutions and of officers'
and directors' incumbency, and provide Bank from time to time with such
additional documentation as Bank may request evidencing the foregoing
transactions and confirming Bank's security interest.
Please indicate your agreement to the foregoing by executing a counterpart
of this letter agreement and returning it to Bank.
Very truly yours,
CORESTATES BANK, N.A.
/s/ R. Xxxxxx Xxxxx
By: -------------------------
R. Xxxxxx Xxxxx
Vice President
ASA International Ltd. hereby agrees to be bound by the foregoing.
/s/ Xxxxxx X. Xxxxxxxx
By: -------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
ASA International Ventures, Inc. hereby agrees to be bound by the foregoing
and hereby becomes a party to the Amended Loan Agreement and Loan Documents.
/s/ Xxxxxx X. Xxxxxxxx
By: -------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
