1
CITICORP VENTURE CAPITAL, LTD.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 25, 1999
CBF Mergerco, Inc.
x/x Xxxxxxxxx, Xxxxxx, Xxxxxxxx & Co., L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
Dear Xx. Xxxxxxxxx:
1. Commitment. This letter (the "Letter Agreement") will confirm the
commitment of Citicorp Venture Capital, Ltd, a New York corporation ("CVC" or
"us"), and its affiliates to provide or cause others to provide up to
$52,500,000 in the aggregate of equity financing (the "Financing") (i) to CBF
Mergerco Inc., a Delaware corporation (the "Company"), and (ii) to the Surviving
Corporation (as defined in the Merger Agreement described below) on behalf of
the Company by way of a rollover of shares of common stock of CORT (as defined
below), in each case subject to the terms and conditions set forth herein;
provided, that the proceeds from the Financing shall be used solely as part of
the equity contribution required to affect the transactions (the "Transactions")
described in the Agreement and Plan of Merger, by and among CORT Business
Services Corporation, a Delaware corporation ("CORT"), CBF Holdings LLC, a
Delaware limited liability company, and the Company (as amended from time to
time, the "Merger Agreement"); and provided further, that the actual amount to
be contributed by CVC pursuant to the Financing shall be reduced by an amount
equal to half of the amount, if any, contributed to the equity capital of the
Surviving Corporation by members of CORT's management and/or other third parties
in connection with the Transaction and approved by CVC.
2. Conditions. Our commitment to fund any obligation hereunder is
subject to the satisfaction of the following conditions precedent with respect
to the Transactions (collectively, the "Conditions"):
(a) all other conditions precedent to the Company's obligation
to consummate the Transactions, other than with respect to any condition related
to CVC's obligations under the Merger Agreement (if any) and hereunder, shall
have been waived or satisfied to CVC's reasonable satisfaction;
(b) no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition
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CBF Mergerco Inc.
March 25, 1999
Page 2
preventing the consummation of the Transactions shall be in effect; provided,
however, that upon invoking this condition, BRS shall use reasonable efforts to
have any such order or injunction vacated. There shall not be threatened,
instituted or pending any action, proceeding, application or counterclaim
against CORT, the Company, CVC or BRS by any Governmental Entity before any
court or governmental regulatory or administrative agency, authority or tribunal
(i) which if adversely determined would have a Material Adverse Effect (as
defined in the Merger Agreement) on the Surviving Corporation or the ability of
any party to this Letter Agreement or the Merger Agreement to perform its
obligations hereunder or thereunder, or (ii) which challenges or seeks to
challenge, restrain or prohibit the consummation of the Transactions.
3. Termination. This commitment will be effective upon the Company's
acceptance of the terms and conditions of this letter agreement and will expire,
unless otherwise waived by CVC in its sole discretion, as of the earliest to
occur of (i) October 31, 1999, and (ii) the termination of the Merger Agreement
pursuant to the terms and conditions thereof.
4. Governing Law. This Letter Agreement shall be governed by and
construed in accordance with the internal laws of the state of New York
(excluding the provisions of such laws regarding conflicts of law).
5. Assignment; Amendment and Waiver. Neither this Letter Agreement
nor any of the rights, interests or obligations hereunder may be assigned by CVC
or the Company without the prior written consent of the other; provided, that
CVC shall be entitled to assign its interests and obligations hereunder to any
one or more of its affiliates without obtaining any such consent of the Company.
Any provision of this Letter Agreement may be amended only with the prior
written consent of CVC and the Company. Any provision of this Letter Agreement
for the benefit of a party hereto may be waived by such party (either generally
or in particular and either retroactively or prospectively), only by a written
instrument signed by the party waiving compliance.
6. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices shall be effective only upon
actual receipt.
Notices to the Company shall be addressed to:
CBF Mergerco, Inc.
x/x Xxxxxxxxx, Xxxxxx, Xxxxxxxx & Co., L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
(000) 000-0000 (telecopier)
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CBF Mergerco Inc.
March 25, 1999
Page 3
(000) 000-0000 (telephone)
with a copy to (which shall not constitute notice to the Company):
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
(000) 000-0000 (telecopier)
(000) 000-0000 (telephone)
or at such other address and to the attention of such other person as the
Company may designate by written notice to CVC. Notices to CVC shall be
addressed to:
Citicorp Venture Capital, Ltd.
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 0
Attention: Xx. Xxxxx Xxxx
Xxx Xxxx, XX 00000
(000) 000-0000 (telecopier)
(000) 000-0000 (telephone)
with a copy to (which shall not constitute notice to CVC):
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxx, Esq.
(000) 000-0000 (telecopier)
(000) 000-0000 (telephone)
or at such other address and to the attention of such other person as CVC may
designate by written notice to the Company.
7. Complete Agreement. This Letter Agreement and the other documents
and writings referred to herein or delivered pursuant hereto contain the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof and thereof.
8. No Third Party Beneficiaries. This Letter Agreement is not
intended and shall not be deemed to confer any benefit upon any person or entity
other than (i) the parties hereto
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CBF Mergerco Inc.
March 25, 1999
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and (ii) in the event that CVC fails to perform its obligations hereunder and
the Company does not promptly take legal action to compel such performance,
CORT.
9. Headings. The headings contained in this Letter Agreement are for
reference only and shall not affect in any way the meaning or interpretation of
this Letter Agreement.
10. Confidentiality. Neither the Company nor CVC nor any of their
respective representatives or affiliates shall disclose to any third party the
terms or existence of this agreement without the written consent of the other,
except as otherwise required by law.
* * * * *
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Very truly yours,
CITICORP VENTURE CAPITAL, LTD.
By: Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Agreed and Accepted:
CBF MERGERCO INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
