Exhibit 3(a)(v)
TCI SOLUTIONS, INC.
December 21 , 2001
InnoCal II, L.P.
000 Xxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx Xxxx, XX 00000
Re: Management Rights
Gentlemen:
This letter will confirm our agreement that effective upon your purchase
of 7,000,000 shares of Series B Redeemable Convertible Participating Preferred
Stock of TCI Solutions, Inc., a Delaware corporation (the "Company"), you will
be entitled to the following contractual management rights, in addition to
rights to certain non-public financial information, inspection rights and other
rights that you may be entitled to pursuant to the Amended and Restated
Stockholders Agreement of even date herewith:
(1) You shall be permitted to consult with and advise management of the
Company on significant business issues, including management's proposed annual
operating plans, and management will make itself available to meet with you at
the Company's facilities at mutually agreeable times for such consultation and
advice and to review progress in achieving said plans.
(2) You may examine the books and records of the Company and inspect its
facilities and may request information at reasonable times and intervals
concerning the general status of the Company's financial condition and
operations, provided that access to highly confidential proprietary information
and facilities need not be provided.
(3) If and for so long as you do not have a representative on the
Company's Board of Directors, the Company shall invite you to send your
representative to attend in a nonvoting observer capacity all meetings of its
Board of Directors and any committees thereof and, in this respect, shall give
your representative copies of all notices, minutes, consents, and other material
that it provides to its Directors; provided, however, that the Company reserves
the right to exclude your representative from access to any material or meeting
or portion thereof if the Company believes upon advice of counsel that such
exclusion is reasonably necessary to preserve the attorney-client privilege.
The rights described herein shall terminate and be of no further force
or effect upon the earliest to occur of (a) the closing of a public offering of
shares of the Company's capital stock pursuant to a registration statement filed
by the Company under the Securities Act of 1933 which has become effective
thereunder (other than a registration statement relating solely to employee
benefit plans or a transaction covered by Rule 145), (b) such time as the
Company becomes
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required to file reports with the Securities and Exchange Commission under
Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, or (c) such time
as you hold, in the aggregate, less than 20% of the Series B Convertible
Preferred Stock purchased by you on the date hereof.
Very truly yours,
TCI SOLUTIONS, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
---------------------------------
Title: Chief Financial Officer
