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EXHIBIT 10.11
(TORONTO DOMINION (TEXAS), INC. LETTERHEAD)
February 28, 2000
Client Logic Holding Corporation
One American Center
0000 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxx
President, Chief Executive Officer
and Chief Operating Officer
Re: Pledge of Shares of InsLogic Holding
Ladies and Gentlemen:
We refer to (a) the Credit Agreement dated as of May 25, 1999 (as
heretofore amended and in effect on the date hereof, the "Credit Agreement")
among ClientLogic Holding Corporation, certain of its subsidiaries, certain
lenders, and Toronto Dominion (Texas), Inc., as agent for said lenders (the
"Agent"), (b) Amendment No. 2 to the Credit Agreement dated as of September 1,
1999 ("amendment No. 2"), and (c) the Security Agreement referred to in the
Credit Agreement (the "Security Agreement"). Terms used but no defined herein
have the respective meanings given to them in the Credit Agreement, Amendment
No. 2 and the Security Agreement.
By our respective signatures below, you and we hereby agree as follows:
Pledge of InsLogic Stock
You hereby confirm that the shares of capital stock of InsLogic
Holding described on Schedule X hereto (the "InsLogic Stock") are included in
the Pledged Stock (and, consequently, the Collateral) and Annex 1-A to the
Security Agreement shall be deemed to be amended to add Schedule X thereto.
Obligations Secured by InsLogic Stock
Notwithstanding anything to the contrary in Security Agreement, each
share of the InsLogic Stock shall secure solely its pro rata portion of the
Applicable Amount of principal of the Loans. The "Applicable Amount" shall mean
$25,000,000 minus the aggregate amount of payments of principal of the Loans
made after the date hereof. Except as provided below in "Failure to Distribute
by April 30," the Lien on the InsLogic Stock shall terminate from and after the
date that the Applicable Amount is zero.
Effect of Distribution
Notwithstanding the Lien on the InsLogic Shares created pursuant to
the Security Agreement, the Distribution may be consummated as provided for in
Amendment No. 2; provided that the Lien on the InsLogic Stock created pursuant
to the Security Agreement shall not terminate or be released upon the
consummation of the Distribution (and the certificates representing the
InsLogic Stock will be appropriately
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legended to reflect the continuance of such Lien). In addition, the company of
ClientLogic Holding Corporation shall physically deliver to the Agent the
certificates representing the InsLogic Stock received by it as a result of the
Distribution in order to maintain the Agent's perfected Lien on such InsLogic
Stock.
Failure to Distribute by April 30
If the Distribution does not occur on or prior to April 30, 2000, the
letter shall terminate and be void ab initio, and the provisions of Section 5 of
Amendment No. 2 shall apply.
Governing Law
This letter shall be governed by, and construed in accordance with, the law
of the State of New York.
Very truly yours,
TORONTO DOMINION (TEXAS), INC.,
as Agent
By /s/ XXXXXXXX XXXXXXXX
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Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
AGREED TO:
CLIENTLOGIC HOLDING CORPORATION
By /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
President, Chief Executive Officer
and Chief Operating Officer
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SCHEDULE X
Pledged Stock
Issuer Certificate No. Registered Owner No. of Shares
XxxXxxxx.xxx Holding Corporation No. CSB-1 ClientLogic Corporation 50,001,000
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