Exhibit 10.15
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of March 5, 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. The following defined term under Section 13.1 entitled
"Definitions" is hereby amended to read as follows:
"Revolving Maturity Date" is April 20, 2002.
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. CONCERNING REVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE. The Borrower
affirms and reaffirms that notwithstanding the terms of the Security Documents
to the contrary, (i) that the definition of "Code", "UCC" or "Uniform Commercial
Code" as set forth in the Security Documents shall be deemed to mean and refer
to "the Uniform Commercial Code as adopted by the State of Illinois, as may be
amended and in effect from time to time and (ii) the Collateral is all assets of
the Borrower. In connection therewith, the Collateral shall include, without
limitation, the following categories of assets as defined in the Code: goods
(including inventory, equipment and any accessions thereto), instruments
(including promissory notes), documents, accounts (including
health-care-insurance receivables, and license fees), chattel paper (whether
tangible or electronic), deposit accounts, letter-of-credit rights (whether or
not the letter of credit is evidenced by a writing), commercial tort claims,
securities and all other investment property, general intangibles (including
payment intangibles and software), supporting obligations and any and all
proceeds of any thereof, wherever located, whether now owned or hereafter
acquired.
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.
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 Title: VP & CFO/Director
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KANBAY INCORPORATED MAGATEC 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/Director Title: VP & CFO/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: VP & CFO/Director Title: VP & CFO/Director
--------------------------------- ---------------------------
BANK:
SILICON VALLEY BANK
By: /s/ Authorized Party
------------------------------------
Name: Authorized Party
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Title: Authorized Party
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[LOGO]
SILICON VALLEY BANK
PRO FORMA INVOICE FOR LOAN CHARGES
BORROWER: KANBAY INTERNATIONAL, INC.
KANBAY INCORPORATED
KANBAY EUROPE LTD.
KANBAY AUSTRALIA PTY. LTD.
KANBAY HK LTD.
MEGATEC PTY. LTD.
LOAN OFFICER: Xxxx Xxxxxx
DATE: March 5, 2002
Documentation Fee $ 250.00
TOTAL FEE DUE $ 250.00
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Please indicate the method of payment:
/ / A check for the total amount is attached.
/X/ Debit DDA # 3300229901 for the total amount.
/ / Loan proceeds
/s/ Xxxxxxx Xxxxxxxx 3/21/02
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Borrower (Date)
/s/ Authorized Party 3/22/02
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Silicon Valley Bank (Date)
Account Officer's Signature
