CREDIT AGREEMENT dated as of March 9, 2006 among KANBAY INTERNATIONAL, INC., VARIOUS FINANCIAL INSTITUTIONS and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent LASALLE BANK NATIONAL ASSOCIATION, Sole Arranger and Sole Book RunnerCredit Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services • Illinois
THIS CREDIT AGREEMENT dated as of March 9, 2006 (this “Agreement”) is entered into among KANBAY INTERNATIONAL, INC., a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.
GUARANTY AND COLLATERAL AGREEMENT dated as of March 9, 2006 among KANBAY INTERNATIONAL, INC. and VARIOUS OTHER PARTIES,Guaranty and Collateral Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services
THIS GUARANTY AND COLLATERAL AGREEMENT dated as of March 9, 2006 (this “Agreement”) is entered into among KANBAY INTERNATIONAL, INC. (the “Company”) and each other Person signatory hereto as a Grantor (together with any other Person that becomes a party hereto as provided herein, the “Grantors”) in favor of LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for all the Lenders party to the Credit Agreement (as hereafter defined).
Escrow AgreementEscrow Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services • New York
This Escrow Agreement (the “Agreement”) is entered into as of March 9, 2006, by and among Kanbay International, Inc., a Delaware corporation (the “Parent”), American Stock Transfer & Trust Company (the “Escrow Agent”), and Matthew Newton (the “Owners’ Representative”).
KANBAY INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT AND CONSENTRegistration Rights Agreement and Consent • March 15th, 2006 • Kanbay International Inc • Services-computer programming services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT AND CONSENT (this “Agreement”), dated as of March 9, 2006 is between Kanbay International, Inc., a Delaware corporation (the “Company”), and the investors listed in Annex I hereto (the “Investors”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • March 15th, 2006 • Kanbay International Inc • Services-computer programming services
This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of the 9th day of March 2006, by and among (i) Kanbay International, Inc., a Delaware corporation (“Parent”), (ii) Kanbay Consulting, LLC, a Delaware limited liability company (“Kanbay Consulting”), (iii) Adjoined Consulting, Inc., a Delaware corporation (“Adjoined”), and (iv) the Owners’ Representative.
