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EXHIBIT 99.3
PERSONAL AND CONFIDENTIAL
August 22, 2000
Mr. Ronald E. Fenton
Chairman, Special Committee
Phoenix International Ltd., Inc.
c/o Mr. Bahram Yusefzadeh
Phoenix International Ltd., Inc.
500 International Parkway
Heathrow, Florida 32746
Dear Mr. Fenton:
In order to facilitate discussions between PHOENIX INTERNATIONAL LTD.,
INC. (the "Company") and LONDON BRIDGE SOFTWARE HOLDINGS PLC. ("London Bridge")
concerning a proposed negotiated transaction and in consideration of the
significant costs in terms of the time, effort and out-of-pocket expenses to be
incurred by London Bridge in connection with the proposed transaction, the
Company hereby agrees that for a period of 30 consecutive days following the
date of this letter (the "Exclusivity Period"), the Company will not, nor shall
it authorize or permit any of its subsidiaries or any of the directors,
officers, employees, advisors or agents or any other representatives of the
Company or its subsidiaries to, directly or indirectly, (a) solicit, initiate or
encourage the submission of, or enter into any agreement or understanding with
respect to, any Acquisition Proposal (as defined below) or (b) participate in,
engage in or encourage any discussion or negotiations regarding, or furnish to
any person any non-public information with respect to, or take any other action
to assist or facilitate any inquiries or the making of, any proposal that
constitutes, or could reasonably be expected to lead to, any Acquisition
Proposal. The Company shall promptly provide oral and written notice to London
Bridge of (a) the receipt during the Exclusivity Period of any Acquisition
Proposal or any inquiry which could reasonably be expected to lead to any
Acquisition Proposal, (b) the material terms and conditions of such Acquisition
Proposal or inquiry, and (c) the identity of such person making any such
Acquisition Proposal or inquiry. The parties hereto agree to work together in
good faith to execute definitive documentation with respect to the proposed
transaction as soon as the parties deem to be reasonably practicable recognizing
that time is of the essence and taking into account recent developments with the
Company's financial statements. For purposes of this Agreement, "Acquisition
Proposal" means any proposal with respect to a merger, consolidation, share
exchange, tender offer, exchange offer, business combination or similar
transaction involving the Company or any of its subsidiaries, any purchase or
other acquisition of all or any significant portion of the assets of the
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Company or any of its subsidiaries or 25% or more of any class of the capital
stock of the Company or any of its subsidiaries, or any other transaction which
could reasonably be viewed as being inconsistent with the proposed transaction
between London Bridge and the Company.
The Company and London Bridge understand and agree that no contract or
agreement providing for any transaction involving the Company shall be deemed to
exist between London Bridge and the Company unless and until a final definitive
agreement has been executed and delivered. The Company and London Bridge also
agree that unless and until a final definitive agreement regarding a transaction
between the Company and London Bridge has been executed and delivered, neither
the Company nor London Bridge will be under any legal obligation of any kind
whatsoever with respect to such a transaction by virtue of this agreement or
otherwise except for the matters specifically agreed to herein. Each of the
Company and London Bridge further acknowledges and agrees that each party
reserves the right, in its sole discretion, to reject any and all proposals made
by the other party with regard to a transaction between the Company and London
Bridge, and to terminate discussions and negotiations at any time.
The Company and London Bridge agree that money damages would not be a
sufficient remedy for any breach of this agreement and that the Company and
London Bridge shall be entitled to equitable relief, including injunction and
specific performance, in the event of any breach of the provisions of this
agreement, in addition to all other remedies available at law or in equity,
including monetary damages, both actual and consequential.
If within six months after the date hereof, the Company shall enter
into any agreement relating to, or consummate, an Acquisition Proposal with a
person other than London Bridge, then immediately prior to, and as a condition
of, consummation of such transaction the Company shall pay to London Bridge upon
demand $2.0 million (the "Termination Fee"), payable in same-day funds.
The agreement set forth in this letter may be modified or waived only
by a separate writing by the Company and London Bridge expressly modifying or
waiving such agreement. It is further understood and agreed that no failure or
delay in exercising any right, power or privilege hereunder will operate as a
waiver thereof, nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder.
If any term, provision, covenant or restriction of this agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
agreement shall remain in full force and effect.
This agreement is for the benefit of the Company and London Bridge, and
shall be governed by and construed in accordance with the laws of the State of
Delaware.
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Please confirm your agreement with the foregoing by signing and
returning one copy of this agreement, whereupon this agreement shall become a
binding agreement between London Bridge and the Company.
Very truly yours,
LONDON BRIDGE SOFTWARE HOLDINGS PLC.
By: /s/ Jon Lee
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Name: Jon Lee
Title: Chief Operating Officer
Accepted and agreed as of
the date first written above:
PHOENIX INTERNATIONAL LTD., INC.
By: /s/ Ronald E. Fenton
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Name: Ronald E. Fenton
Title: Chairman, Special Committee
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