Exhibit 10.16
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of April 20, 2002, by and
among, Kanbay International, Inc., Kanbay Incorporated, Kanbay Europe Ltd.,
Kanbay Australia Pty. Ltd., Megatec Pty. Ltd., and Kanbay HK Ltd. (each
individually the "Borrower" and collectively the "Borrowers") and Silicon Valley
Bank ("Bank").
1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other Obligations which may be
owing by Borrowers to Bank, Borrowers are indebted to Bank pursuant to, among
other documents, a Loan and Security Agreement, dated April 19, 2000, as may be
amended from time to time, (the "Loan Agreement"). The Loan Agreement provides
for, among other things, a Committed A/R Revolving Line in the original
principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) and
a Term Loan in the original principal amount of Seven Hundred Fifty Thousand
Dollars ($750,000). Defined terms used but not otherwise defined herein shall
have the same meanings as set forth in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Obligations."
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the
Collateral, as described in the Loan Agreement, and the Pledged Collateral, as
described in that certain Stock Pledge Agreement, dated August 24, 2000, by and
between Kanbay International, Inc. and Bank (the "Pledge").
Hereinafter, the above-described security documents, together with all other
documents securing repayment of the Obligations shall be referred to as the
"Security Documents". Hereinafter, the Security Documents, together with all
other documents evidencing or securing the Obligations shall be referred to as
the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. MODIFICATION(S) TO LOAN AGREEMENT
1. Effective as of the date this Loan Modification Agreement is
entered into, Sub-letter (a) under Section 2.3 entitled
"Revolving Line Interest Rates, Payments" is hereby amended to
read as follows:
(a) Interest Rate. Advances made under the Committed A/R
Revolving Line accrue interest on the outstanding principal
balance at a per annum rate of one percentage point above the
Prime Rate. After an Event of Default, Obligations accrue
interest at 5 percent above the rate effective immediately before
the Event of Default. The interest rate increases or decreases
when the Prime Rate changes. Interest is computed on a 360 day
year for the actual number of days elapsed.
2. The following defined term under Section 13.1 entitled
"Definitions" is hereby amended to read as follows:
"Revolving Maturity Date" is April 19, 2003.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each Pledgor signing below) agrees
that, as of the date hereof, it has no defenses against paying any of the
Obligations.
6. PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in the amount of Eleven
Thousand Two Hundred Fifty Dollars ($11,250) ("Loan Fee") plus all out-of-pocket
expenses.
7. CONTINUING VALIDITY. Borrower (and each Pledgor signing below) understands
and agrees that in modifying the existing Indebtedness, Bank is relying upon
Borrower's representations, warranties, and agreements, as set forth in the
Existing Loan Documents. Except as expressly modified pursuant to this Loan
Modification Agreement, the terms of the Existing Loan Documents remain
unchanged and in full force and effect. Bank's agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Obligations. Nothing
in this Loan Modification Agreement shall constitute a satisfaction of the
Obligations. It is the intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly released by Bank in writing. Unless expressly released herein, no
maker, endorser, or guarantor will be released by virtue of this Loan
Modification Agreement. The terms of this paragraph apply not only to this Loan
Modification Agreement, but also to all subsequent loan modification agreements.
8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER:
KANBAY INTERNATIONAL, INC. KANBAY AUSTRALIA PTY. LTD.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
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Title: VP & CFO/Secretary Title: Director
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KANBAY INCORPORATED MAGATEC PTY. LTD Now Known As
KANBAY PTY. LTD.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
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Title: Director Title: Director
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KANBAY EUROPE LTD. KANBAY HK LTD.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
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Title: Director Title: Director
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BANK:
SILICON VALLEY BANK
By: /s/ Authorized Party
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Name: AUTHORIZED PARTY
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Title: Authorized Party
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