PERSONAL AND CONFIDENTIAL
September 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:
Reference is made to that certain letter agreement between PHOENIX
INTERNATIONAL LTD., INC. (the "Company") and LONDON BRIDGE SOFTWARE HOLDINGS
PLC. ("London Bridge") dated August 22, 2000 relating to the exclusive
discussions between the parties thereto concerning a proposed negotiated
transaction (the "Exclusivity Agreement"). Capitalized terms used in this letter
agreement but not defined have the respective meanings given to such terms in
the Exclusivity Agreement.
The parties hereto agree that the Exclusivity Period shall continue,
without interruption, through October 8, 2000. Further, the parties agree to
negotiate in good faith with respect to the execution by such date of a
definitive agreement providing for the acquisition of the Company by London
Bridge and the extension by London Bridge to the Company of a working capital
line of credit of up to $10 million for interim financing. Except as expressly
set forth in this letter agreement, the remaining terms and conditions contained
in the Exclusivity Agreement shall remain in full force and effect.
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.
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
---------------------------------
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
------------------------------------
Name: Ronald E. Fenton
Title: Chairman, Special Committee
