Exhibit 99(d)(8)
DATA RESEARCH ASSOCIATES, INC.
0000 XXXXX XXXXXX XXXX
XX. XXXXX, MO 63132-1806
July 10, 2001
Sirsi Corporation
000 Xxxxxxxxxx Xxxxxx XX
Xxxxxxxxxx, Xxxxxxx 00000-0000
Gentlemen:
Data Research Associates, Inc. ("DRA") and Sirsi Corporation ("Sirsi") are
parties to a confidentiality agreement dated February 5, 2001 (the
"Confidentiality Agreement"), a proposal letter dated April 24, 2001 (the
"Proposal Letter") and an exclusivity letter dated April 24, 2001 (the
"Exclusivity Letter"), which Exclusivity Letter was modified as to its
expiration date in a letter agreement dated May 11, 2001 (the "Extension
Letter").
The purpose of this letter is to modify the Confidentiality Agreement as
described below and to extend the expiration date in the Exclusivity Letter, as
described below.
In order for Sirsi to complete its due diligence with respect to a possible
transaction with DRA as contemplated in the Proposal Letter (the "Transaction"),
DRA is willing to waive, on a limited basis and only as described herein, the
provisions of the Confidentiality Agreement that prevent discussions regarding
or related to the Transaction with parties not specifically authorized by the
Confidentiality Agreement.
Xxxxxxx X. Xxxxxxxxx, President and Chief Executive Officer of DRA
("Xxxxxxxxx"), will contact four parties with the intent of briefly describing
the Transaction and asking a designated representatives of each customer to
participate in a due diligence call with Xxxxxxx X. Xxxxxxx, President and Chief
Executive Officer of Sirsi ("Xxxxxxx"). The four parties include: (a) the
University of California at Los Angeles (expected contact: Xxxxx Xxxx); (b) the
DRA Users Group (expected contact: Xxx Xxxxxx, Chairman); (c) the Inlex Users
Group (expected contact: Xxxx XxXxxxxxx); and (d) Michigan City, Indiana Public
Library (expected contact: Xxxxxx Xxxxx).
Once Xxxxxxxxx has established contact with one or more of these parties, he
will notify Xxxxxxx as soon as practically possible and provide information
about who Xxxxxxx should contact and any other relevant information resulting
from Mellinger's contact. Xxxxxxx will make a good faith effort to contact each
of the four parties prior to the expiration date for the Exclusivity Letter set
forth below.
After introducing himself and Sirsi to each party, Xxxxxxx will endeavor to
cover those subjects that would normally be discussed in a due diligence call
for a transaction of this type, including, but not limited to, (a) reviewing the
history of DRA's relationship with the party; (b) verifying
Sirsi Corporation
July 10, 2001
Page 2
the key facts surrounding the relationship as it exists today and is expected to
continue into the future; (c) determining the party's level of satisfaction with
the DRA relationship and the quality of DRA's products and services; and (d)
discussing those issues identified by the party that are relevant to any of the
above.
XXX and Sirsi agree that it is not the purpose of these calls to determine a
party's reaction to the Transaction or to begin the process of discussing the
impact of the Transaction on a particular party.
In order to facilitate the completion of the calls described above, DRA and
Sirsi are to further amend Paragraph 2 of the Exclusivity Letter, as previously
modified in the Extension Letter, by changing "May 14" to "5:00 p.m. EDT May
16". All other provisions of the Exclusivity Letter (and the proposal letter
dated April 24, 2001 from Sirsi to DRA) remain in full force and effect. This
letter agreement is intended to be binding and shall be enforceable in
accordance with the laws of the State of Delaware (it being understood that
nothing contained herein is intended to create a binding obligation arising from
the Proposal Letter, other than as specifically provided in the Proposal
Letter).
Xxxxxx and accepted as of the date first written above:
DATA RESEARCH ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
SIRSI CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
