CONSENT AND RELEASE
February 29, 2000
Industrial Systems Associates Inc.
INTERMAT, Inc.
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxxx 00000
Attention: President and Controller
Ladies/Gentlemen:
Reference is made to that certain Loan and Security Agreement dated as of
May 8, 1998 among the financial institutions named therein, Bank of America,
N.A. (formerly known as Bank of America National Trust and Saving Association,
successor-in-interest to BankAmerica Business Credit, Inc.), as Agent,
Industrial Systems Associates, Inc. ("ISA") and INTERMAT, Inc. ("INTERMAT"), as
amended to date (the "Loan Agreement"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to such terms in
the Loan Agreement.
XXX and INTERMAT have requested that Agent and Lenders consent to the sale
(the "Sale") by SDI to Project Software & Development, Inc. (the "Buyer") of all
of the capital stock of INTERMAT and in connection therewith release INTERMAT
from its obligations under the Loan Documents and release their security
interests in the capital stock of INTERMAT and the assets of INTERMAT. Xxxxxxx
and Agent have agreed to the foregoing requests, subject to the terms and
conditions set forth below. Therefore, ISA, INTERMAT, Agent and Xxxxxxx hereby
agree as follows:
1. PROCEEDS OF SALE. INTERMAT and ISA hereby represent and warrant to
Lenders that the gross proceeds of the Sale and the net amount of such proceeds
remaining after deduction of all fees and expenses ("Net Proceeds") are
identified on Exhibit A.
2. CONSENT. Subject to the provisions of paragraph 4, Agent and Lenders
hereby consent to the consummation of the Sale and further agree that the
consummation of the Sale shall not constitute a breach of the Loan Agreement or
the other Loan Documents. Subject to paragraph 4, Agent and Xxxxxxx further
agree that INTERMAT shall no longer be a Borrower under the Loan Agreement and
that INTERMAT is released from all of its obligations under the Loan Documents.
Other than as specifically described herein, the consents contained herein shall
not constitute a consent to any other departure from, or waiver of any other
breach of, the terms of the Loan Agreement or any other Loan Document, whether
now existing or hereafter occurring, or of any rights that Agent or any
Lender may have under the Loan Agreement, any other Loan Document or applicable
law with respect thereto, all of which rights are expressly reserved hereby.
INTERMAT hereby confirms that the commitments of the Lenders and Agent to
make loans or issue Letters of Credit to INTERMAT under the Loan Agreement are
terminated as of the date hereof, and, as of date hereof, the Lenders and Agent
have no further obligation to make loans to, or to issue Letters of Credit on
behalf of, INTERMAT or to renew, extend or amend any Outstanding Letters of
Credit (as defined below).
3. COLLATERAL RELEASES. Subject to paragraph 4 hereof, Agent and Lenders
hereby release their security interest in the capital stock of INTERMAT and all
of the assets of INTERMAT. Lenders agree to promptly deliver to INTERMAT the
stock certificates evidencing INTERMAT's capital stock and such terminations and
releases as INTERMAT shall reasonably request in connection with the foregoing.
4. EFFECTIVENESS. This Consent and Release shall be effective immediately
upon satisfaction of the following conditions on or before March 24, 2000.
(a) Agent shall have received a copy of this Consent and Release
executed by Xxxxxxx, ISA and INTERMAT and accepted by SDI, SDI Canada
Holdings and SDI Canada.
(b) The Sale shall have closed in accordance with the terms of the
Stock Purchase Agreement dated January 11, 2000 among SDI, Buyer and
INTERMAT, as amended by Amendment No. 1 to Stock Purchase Agreement dated
as of February 29, 2000 (the "Stock Purchase Agreement").
(c) Agent shall have received the Net Proceeds of the Sale in an
amount of at least $42,500,000 less the amount needed to repurchase the
shares of Strategic Distribution, Inc. owned by Xxxxx Xxxxxx at the closing
market price on the date of the Sale. Agent is authorized and directed to
apply such proceeds to the outstanding Loans which amount shall not result
in a reduction of Maximum Revolver Amount.
5. MUTUAL RELEASE. Subject to paragraph 4, Agent and each Lender hereby
release and forever discharge INTERMAT from any and all claims, demands, debts,
liabilities, actions, and causes of action of every kind and character based
upon or arising out of the Loan Agreement. Subject to paragraph 4, INTERMAT
hereby releases and forever discharges Agent and each Lender and their
respective representatives, predecessors, assigns, officers, directors, agents,
employees and attorneys from any and all claims, demands, debts, liabilities,
actions, and causes of action of every kind and character based upon or arising
out of the Loan Agreement.
6. ISA LIABLE. XXX confirms that it is primarily liable for all Obligations
including, without limitation, all Obligations of INTERMAT with respect to the
Letters of
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Credit listed on Exhibit B hereto (the "Outstanding Letters of Credit")
(including the Letter of Credit Fees payable pursuant to Section 3.6 with
respect thereto) and all Obligations of INTERMAT that by the terms of the Loan
Agreement would have survived the termination of the Loan Agreement from which
INTERMAT is being released pursuant to this Consent and Release. XXX confirms a
true and correct copy of the Stock Purchase Agreement has been delivered to
Agent and that the Stock Purchase Agreement contains all of the material terms
of the Sale.
The Outstanding Letters of Credit shall be administered and be accounted
for under the Loan Agreement as if they had been issued for the account of ISA.
7. AMENDED AND RESTATED LOAN AGREEMENT. Within thirty (30) days of the date
of this Consent and Release, ISA will enter into an amendment and restatement of
the Loan Agreement with Agent and Lenders to reflect the deletion of INTERMAT as
a Borrower.
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IN WITNESS WHEREOF, this Consent and Release has been executed and
delivered as of the day and year first written above.
Very truly yours,
BANK OF AMERICA, N.A.,
as Agent and as a Lender
By /s/ Xxxxx X. Xxxxxx
-------------------------------
Its
-------------------------------
MELLON BANK, N.A., as a Lender
By /s/ Xxxxxx Xxxxxx
-------------------------------
Its
-------------------------------
ACKNOWLEDGED AND AGREED TO
this 29th day of February, 2000.
INDUSTRIAL SYSTEMS ASSOCIATES, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------
Its
-------------------------------
INTERMAT, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------
Its
-------------------------------
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The undersigned, as of this 29th day of February, 2000, hereby
unconditionally reaffirms its obligations under the Guaranty dated May 8, 1998
in favor of the Agent and the Lenders. The undersigned further consents to the
application of the proceeds of the Sale as provided in the foregoing Consent and
Release and agrees such application shall result in capital contribution by the
undersigned to ISA in the amount of such proceeds. The undersigned further
confirms that its rights under the Escrow Agreement relating to the Sale are
included within the Collateral under the SDI Security Agreement
STRATEGIC DISTRIBUTION, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Its
-----------------------------------
The undersigned, as of this 29th day of February, 2000, hereby
unconditionally reaffirms its obligations under the Guaranty dated May 8, 1998
in favor of the Agent and the Lenders.
STRATEGIC DISTRIBUTION (CANADA)
HOLDINGS, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Its
-----------------------------------
The undersigned, as of this 29th day of February, 2000, hereby
unconditionally reaffirms its obligations under the Guaranty dated May 8, 1998
in favor of the Agent and the Lenders.
STRATEGIC DISTRIBUTION (CANADA)
COMPANY
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Its
-----------------------------------
[caad 234]E
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EXHIBIT A
NET PROCEEDS CALCULATION
Gross Proceeds $55,000,000
-----------
Estimated Costs:
Broker Fees 1,000,000
Employee Retention Bonus 1,900,000
Legal Fees 900,000
Accounting Fees 100,000
Other 100,000
-----------
4,000,000
-----------
Income Taxes 8,500,000
-----------
Total Estimated Costs 12,500,000
-----------
Net Proceeds $42,500,000
===========
EXHIBIT B
LIST OF OUTSTANDING LETTERS OF CREDIT
Number Amount Expiration
------- ---------- ----------
3010525 $60,116.69 2/15/01
3013550 $35,510.00 4/30/00
3014310 $10,000.00 6/30/00
