Exhibit 10.15
FIRST LOAN MODIFICATION AGREEMENT
This First Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of January ____, 2004, by and between SILICON
VALLEY BANK, a California-chartered bank, with its principal place of business
at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production
office located at One Newton Executive Park, Suite 200, 2221 Washington Street,
Newton, Massachusetts 02462, doing business under the name "Silicon Valley
East" ("Bank") and ONESOURCE INFORMATION SERVICES, INC., a Delaware corporation
with its chief executive office located at 300 Baker Avenue, Concord,
Massachusetts 01742 ("Borrower").
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which maybe owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of December 20, 2002,
evidenced by, among other documents, a certain Loan and Security Agreement
dated as of December 20, 2002, between Borrower and Bank (as amended, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement.
2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by
the Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, 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. Modifications to Loan Agreement.
1. The Loan Agreement shall be amended by deleting the
following definition appearing in Section 13.1
thereof:
""REVOLVING MATURITY DATE" is December 19, 2003."
and inserting in lieu thereof the following:
""REVOLVING MATURITY DATE" means March 18, 2004."
4. FEES. The Borrower shall reimburse Bank for all legal fees and expenses
incurred in connection with this amendment to the Existing Loan Documents.
5. RATIFICATION OF NEGATIVE PLEDGE AGREEMENT. Borrower hereby ratifies,
confirms and reaffirms, all and singular, the terms and conditions of a certain
Negative Pledge Agreement dated as of December 20, 2002 between Borrower and
Bank, and acknowledges, confirms and agrees that said Negative Pledge Agreement
shall remain in full force and effect.
6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies,
confirms and reaffirms, all and singular, the terms and disclosures contained
in a certain Perfection Certificate dated as of December 20, 2002 between
Borrower and Bank, and acknowledges, confirms and agrees that, except as set
forth on Schedule 6 attached hereto, the disclosures and information above
Borrower provided to Bank in the Perfection Certificate has not changed, as of
the date hereof.
7. AUTHORIZATION TO FILE. Borrower hereby authorizes Bank to file financing
statements without notice to Borrower, with all appropriate jurisdictions, as
Bank deems appropriate, in order to further perfect or protect Bank's interest
in the Collateral, including a notice that any disposition of the Collateral,
by either the Borrower or any other Person, shall be deemed to violate the
rights of the Bank under the Code.
8. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
9. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Obligations.
10. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with
respect to the Obligations, or otherwise, and that if Borrower now has, or ever
did have, any offsets, defenses, claims, or counterclaims against Bank, whether
known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.
11. CONTINUING VALIDITY. Borrower understands and agrees that in modifying
the existing Obligations, 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 of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.
12. COUNTERSIGNATURE. This Loan Modification Agreement shall become
effective only when it shall have been executed by Borrower and Bank (provided,
however, in no event shall this Loan Modification Agreement become effective
until signed by an officer of Bank in California).
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This Loan Modification Agreement is executed as a sealed instrument
under the laws of the Commonwealth of Massachusetts as of the date first
written above.
BORROWER: BANK:
ONESOURCE INFORMATION SERVICES, INC. SILICON VALLEY BANK, doing
business as SILICON VALLEY EAST
By: /s/ Roy D. Landon By: /s/ Michael Tramack
---------------------------------- ------------------------------
Name: Roy D. Landon Name: Michael Tramack
----------------------------
Title: Senior Vice President and CFO Title: Vice President
---------------------------
SILICON VALLEY BANK
By: /s/ Maggie Garcia
------------------------------
Name: Maggie Garcie
----------------------------
Title: AVP
---------------------------
(signed in Santa Clara County,
California)
SCHEDULE 6
TO FIRST LOAN MODIFICATION AGREEMENT
BETWEEN SILICON VALLEY BANK AND ONESOURCE INFORMATION SERVICES
The Perfection Certificate of OneSource Information Services, Inc. dated as of
December 20, 2002, shall be amended as follows:
1. Delete the following addresses appearing in Section 2(d) thereof:
10 Presidents Landing Medford MA
400 Holger Way San Jose CA
And insert in lieu thereof the following:
580 Winter Street Waltham MA
2. Delete the following names and addresses and note appearing in Section
2(e) thereof:
Exodus 10 Presidents Landing Medford MA
Exodus 400 Holger Way San Jose CA
Both are computer hosting facilities for our website.
And insert in lieu thereof the following:
Cable & Wireless 580 Winter Street Waltham MA
Hosting facility for our website.
3. Insert the following location at the end of Section 3 (b):
Cable & Wireless 580 Winter Street Waltham MA
4. Delete the following note appearing in Section 3(b) thereof:
Both are computer hosting facilities for our website.
And insert in lieu thereof the following:
Computer hosting facilities for our website.
5. Delete the following copyrights and registrations appearing in Section
6(a) thereof:
CorpTech EXPLORE Database Pending
CorpTech EXPLORE Database GOLD TX-5-338-499
And insert in lieu thereof the following:
CorpTech EXPLORE Database TX-5-776-592
CorpTech EXPLORE Database GOLD TX-5-776-591
6. Delete the following list of software appearing in Section 6(b) thereof:
NONE
And insert in lieu thereof the following:
AppLink
Catalyst Module for Siebel
Catalyst Module for Microsoft Word
Catalyst Module for Microsoft Excel
7. Delete the following registered trademark appearing in Section 6(e)
thereof:
Onesource US Reg. #2,349,184, EU Reg. #25254
And insert in lieu thereof the following:
Onesource US Reg. #2,349,184, US Reg. #2,634,433, EU Reg.
#25254, EU Reg. #2,761,971
8. Insert the following registered trademark in Section 6(e): Information.
Insight. Advantage. US Reg. #2,688,829