EXHIBIT 10.72
LOAN DOCUMENT MODIFICATION AGREEMENT
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Number 4; dated as of April 20, 2001
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LOAN DOCUMENT MODIFICATION AGREEMENT dated as of April 20, 2001 (this
"Agreement") by and among SILICON VALLEY BANK (the "Bank"), a California-
chartered bank with its principal place of business located at 0000 Xxxxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, INT'X.XXX, INC. ("INTL"), a Delaware
corporation with its principal place of business located at 000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000, INTERNATIONAL LANGUAGE ENGINEERING CORPORATION
("ILEC"), a Colorado corporation with its principal place of business located at
000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, and ILE INTERNATIONAL
CORPORATION ("ILE"), a Colorado corporation with its principal place of business
located at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (each a "Borrower"
and collectively, the "Borrowers").
1. Reference to Existing Loan Documents.
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Reference is hereby made to that Loan Agreement and Security Agreement
dated January 19, 2000 among the Bank and the Borrowers, as amended by that
certain Amendment to Loan Documents dated January 19, 2000, that certain Limited
Waiver and Amendment to Loan Documents dated March 21, 2000 and that certain
Loan Document Modification Agreement Number 3 dated as of January 19, 2001 (with
the attached schedules and exhibits, and as the same may hereafter be further
amended, modified, supplemented, extended or restated from time to time, the
"Loan Agreement") and the related loan documents, including without limitation
that certain Cross-Corporate Continuing Guarantee of the Borrowers dated January
19, 2000, that certain Collateral Assignment, Patent Mortgage and Security
Agreement dated January 19, 2000 between INTL and the Bank and that certain
Collateral Assignment, Patent Mortgage and Security Agreement dated January 19,
2000 between ILEC and the Bank (collectively, the "Loan Documents"). Unless
otherwise defined herein, capitalized terms used in this Agreement shall have
the same respective meanings as set forth in the Loan Agreement.
2. Effective Date.
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This Agreement shall become effective as of April 20, 2001 (the "Effective
Date"), provided that the Bank shall have received the following on or before
May 3, 2001 and provided further, however, in no event shall this Agreement
become effective until signed by an officer of the Bank in California:
a. two copies of this Agreement, duly executed by each Borrower; and
b. such other documents, and completion of such other matters, as the
Bank may reasonably request in connection with the amendment of the Loan
Agreement, as contemplated hereunder.
By the signature of its authorized officer below, the Borrowers are hereby
representing that, except as modified in Schedule A attached hereto, the
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representations of the Borrowers set forth in the Loan Documents (including
those contained in the Loan Agreement, as amended by this Agreement) are true
and correct as of the Effective Date as if made on and as of such date.
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Finally, the Borrowers agree that, as of the Effective Date, they have no
defenses against their obligations to pay any amounts under the Loan Agreement
and the other Loan Documents.
3. Description of Change in Terms.
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a. As of the Effective Date, the Loan Agreement is modified by
setting the Maturity Date set forth in the Schedule to the Loan Agreement at May
31, 2001.
b. The Loan Agreement and the other Loan Documents are hereby amended
wherever necessary or appropriate to reflect the foregoing changes.
4. Continuing Validity.
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Upon the effectiveness hereof, each reference in each Loan Document to the
"Loan Agreement," "thereunder," "thereof," "therein" or words of like import
referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement, as amended hereby. Except as specifically set forth above, the Loan
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
Each of the other Loan Documents is in full force and effect and is hereby
ratified and confirmed. The amendments set forth above shall not prejudice any
rights which the Bank may now or hereafter have under or in connection with the
Loan Agreement, as modified hereby, or the other Loan Documents, and shall not
obligate the Bank to assent to any further modifications.
5. Miscellaneous.
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a. This Agreement may be signed in one or more counterparts each of
which taken together shall constitute one and the same document.
b. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA.
c. THE BORROWERS ACCEPT FOR THEMSELVES AND IN CONNECTION WITH THEIR
PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA, COUNTY OF
SANTA XXXXX, IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST THEM WHICH
ARISES OUT OF OR BY REASON OF THIS AGREEMENT.
d. The Borrowers agree to promptly pay on demand all costs and
expenses of the Bank in connection with the preparation, reproduction, execution
and delivery of this Agreement and the other instruments and documents to be
delivered hereunder, including the reasonable fees and out-of-pocket expenses of
Xxxxxxxx & Worcester LLP, special counsel for the Bank with respect thereto.
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IN WITNESS WHEREOF, the Bank and the Borrowers have caused this Agreement
to be signed under seal by their respective duly authorized officers as of the
date set forth above.
Sincerely,
SILICON VALLEY BANK
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
BORROWERS:
INT'X.XXX, INC.
By: /s/ XxxXxx Xxxxxx
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Name: XxxXxx Xxxxxx
Title: Assistant Treasurer
INTERNATIONAL LANGUAGE ENGINEERING
CORPORATION
By: /s/ XxxXxx Xxxxxx
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Name: Xxx Xxx Xxxxxx
Title: Assistant Treasurer
ILE INTERNATIONAL CORPORATION
By: /s/ XxxXxx Xxxxxx
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Name: XxxXxx Xxxxxx
Title: Assistant Treasurer
SCHEDULE A
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Borrowers' Exceptions to Loan Document Representations
None.
