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Exhibit 10.17
THIRD LOAN MODIFICATION AGREEMENT
This Third Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of September 9, 2003, 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 9701 West Higgins Road, Suite 150, Rosemont, IL
60018 ("Bank") and KANBAY INTERNATIONAL, INC. (successor to Kanbay LLC), a
Delaware Corporation ("Kanbay International"), with its principal place of
business at 6400 Shafer Court, Suite 100, Rosemont, IL 60018, KANBAY
INCORPORATED, an Illinois Corporation ("Kanbay Inc."), with its principal
place of business at 6400 Shafer Court, Suite 100, Rosemont, IL 60018, KANBAY
EUROPE LTD. a company formed under the laws of the United Kingdom ("Kanbay
Europe"), with its principal place of business at Compass House, Vision Park,
Histon, Cambridge, UK CBD 9AD, KANBAY AUSTRALIA PTY. LTD., a company formed
under the laws of Australia ("Kanbay Australia"), with its principal place of
business at 602 Whitehorse Road. Mitcham, Victoria 3132, Australia, MEGATEC
PTY. LTD., a company formed under the laws of Australia ("Megatec"), with its
principal place of business at 602 Whitehorse Road, Mitcham, Victoria 3132,
Australia, and KANBAY HK LTD., a company formed under the laws of Hong Kong
("Kanbay HK"), with its principal place of business at 12th Floor Shiu Fung
Hong Bldg., Suite 1201, 23 Wing Lok Street, Sheung Wun, Hong Kong (Kanbay
International, Kanbay Inc., Kanbay Europe, Kanbay Australia, Megatec and
Kanbay HK being sometimes herein called collectively the "Borrowers" and each
individually a "Borrower").
1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to loan arrangement dated as of April 19, 2000,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of April 19, 2000, between Kanbay LLC, a Delaware limited liability company
("Kanbay LLC"), Kanbay Inc., Kanbay Europe, Kanbay Australia, Megatec, Kanbay HK
and Bank, as corrected and conformed by a certain Correction Agreement dated as
of May 1, 2000, as amended by a certain Loan Modification Agreement dated as of
March 30, 2001, and as further amended by a certain Loan Modification Agreement
dated as of April 20, 2002 (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 text appearing in Section 2.1.1 thereof, entitled
"Letters of Credit".
"Bank will issue or have issued Letters of Credit for
Borrower's account not exceeding (i) the lesser of the
Committed A/R Revolving Line or the Borrowing Base
minus (ii) the outstanding principal balance of the
Advances made under the Committed A/R Revolving Line,
but the face amount of outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit and
any Letter of Credit Reserve) may not exceed
$250,000.00."
and inserting in lieu thereof the following:
"Bank will issue or have issued Letters of Credit for
Borrower's account not exceeding (i) the lesser of the
Committed A/R Revolving Line or the Borrowing Base
minus (ii) the outstanding principal balance of the
Advances made under the
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Committed A/R Revolving Line, but the face amount of
outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit and any Letter of Credit
Reserve) may not exceed $3,500,000.00."
2. The Loan Agreement shall be amended by deleting the
following text appearing in Section 2.3 thereof, entitled
"Revolving Line Interest Rates, Payments":
"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."
and inserting in lieu thereof the following:
"Advances made under the Committed A/R Revolving Line
accrue interest on the outstanding principal balance at
a per annum rate equal to the aggregate of the Prime
Rate, and one half of one percent (0.5%)."
3. The Loan Agreement shall be amended by deleting the
following definitions appearing in Section 13.1 thereof:
""Committed A/R Revolving Line" is an aggregate Credit
Extension of up to a total of $3,000,000.00.
"Prime Rate" is Bank's most recently announced "prime
rate", even if it is not Bank's lowest rate.
"Revolving Maturity Date" is April 19, 2003."
and inserting in lieu thereof the following:
""Committed A/R Revolving Line" is an aggregate Credit
Extension of up to a total of $7,500,000.00.
"Prime Rate" is the greater of: (a) 4.0% and
(b) Bank's most recently announced "prime rate", even
if it is not Bank's lowest rate.
"Revolving Maturity Date" is April 30, 2004."
4. Notwithstanding anything in the Loan Agreement to the
contrary, Borrower shall deliver the financial statements
required pursuant to Section 6.2(a)(i), as soon as available
but no later than thirty (30) days after the last day of
each: (a) quarter, and (b) month during which any Credit
Extension is requested or outstanding.
5. Notwithstanding anything in the Loan Agreement to the
contrary, Borrower shall deliver the Compliance Certificate
required pursuant to Section 6.2(c), within thirty (30) days
after the last day of each: (a) quarter, and (b) month
during which any Credit Extension is requested or
outstanding.
6. Notwithstanding anything in the Loan Agreement to the
contrary, the Quick Ratio covenant set forth in
Section 6.7(a) and the EBITDA covenant set forth in Section
6.7(c) shall be tested as of the last day of each:
(a) quarter and (b) month during which any Credit Extension
is requested or outstanding.
7. Bank and Borrower agree that Committed Guaranteed Revolving
Line has been terminated.
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B. WAIVERS.
1. Bank hereby waives Borrower's existing defaults under the Loan
Agreement by virtue of Borrower's failure to comply with the
financial reporting requirements set forth is Section 6.2(a)(i)
thereof as of the months ending March 31, 2003, April 30, 2003,
and May 30, 2003. Bank's waiver of Borrower's compliance of said
affirmative covenant shall apply only to the foregoing specific
periods.
4. FEES. The Borrower shall also reimburse Bank for all legal fees and
expenses incurred in connection with this amendment to the Existing Loan
Documents.
5. RATIFICATION OF STOCK PLEDGE AGREEMENT. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and conditions of a certain Stock
Pledge Agreement dated as of April 19, 2000 between Borrower and Bank, and
acknowledges, confirms and agrees that said Stock Pledge Agreement shall remain
in full force and effect.
6. ADDITIONAL COVENANTS. Borrower shall not, without providing the Bank with
thirty (30) days subsequent written notice: (i) change its jurisdiction of
organization, or (ii) change its organizational structure or type, (iii) change
its legal name, or (iv) change any organizational number (if any) assigned by
its jurisdiction of organization.
7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
8. 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.
9. 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.
10. 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.
11. 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).
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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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:
KANBAY INTERNATIONAL, INC. KANBAY AUSTRALIA PTY. LTD.
By: /s/ William Weissman By: /s/ William Weissman
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Name: William Weissman Name: William Weissman
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Title: VP & CFO Title: Director
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KANBAY INCORPORATED MEGATEC PTY. LTD.
By: /s/ William Weissman By: /s/ William Weissman
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Name: William Weissman Name: William Weissman
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Title: Director Title: Director
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KANBAY EUROPE LTD. KANBAY HK LTD.
By: /s/ William Weissman By: /s/ William Weissman
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Name: William Weissman Name: William Weissman
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Title: Director Title: Director
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BANK:
SILICON VALLEY BANK
By:
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Name:
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Title:
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CORPORATE RESOLUTIONS FOR
AMENDING LOAN ARRANGEMENT
William Weissman, being the Secretary of KANBAY INCORPORATED, a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Illinois, CERTIFIES that the following resolutions were adopted
CHECK [] at a duly called and conducted meeting of the Directors of
ONE said corporation held on ______________ at which a quorum
was present and voting throughout,
[xx] by the unanimous consent of the Directors of said
corporation, the originals of which consents having been
placed with the records of meetings of Directors of said
corporation,
and are in conformity with the Certificate of Incorporation and By-Laws of
said corporation (each as amended to date) and that each of the following
resolutions presently is in full force and effect without change:
AMENDMENT OF LOAN ARRANGEMENT
RESOLVED, That this corporation amend its loan arrangements with Silicon
Valley Bank (hereinafter, with any successor, the "Bank") in such
manner as has been or is hereafter discussed and negotiated by and
between the Bank on the one hand and any of the following, acting
on behalf of this corporation, on the other:
Insert title, only, if
Persons to act on behalf of
corporation have titles.
Otherwise, insert names.
In connection with the foregoing, each of said officers and/or persons, acting
as described above, is authorized to execute, seal, acknowledge, and deliver
in the name of and on behalf of this corporation such instruments, documents,
and papers which relate thereto as may be appropriate, each in such form and
upon such terms as the officer(s) and/or person(s) so authorized determines,
such execution and delivery to be conclusive of such officer'(s) and/or
person'(s) authority so to act in the name of and on behalf of this
corporation.
DELEGATION OF AUTHORITY
RESOLVED, That any one of the officers and/or persons authorized by the
foregoing Resolution, acting singly, may by written instrument
furnished the Bank delegate to any other officer or person the
same authority which is vested singly and individually by said
Resolution in the person(s) or officer(s) so delegating authority,
which written delegation shall be in such form as may be requested
by the Bank and may be subject to such restrictions and
limitations as may be indicated thereon.
CONTINUATION OF AUTHORITY
RESOLVED, That all resolutions and delegations relative to the authority of
any officer or person to act on behalf of this corporation shall
remain in full force and effect until the Bank's receipt of
written notice of the revocation or modification of such authority
from the person signing below as the Secretary of this corporation
or from that person whom the Bank reasonably believes to be
authorized to act in this regard on behalf of this corporation.
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RATIFICATION OF PRIOR TRANSACTIONS
RESOLVED, That all action heretofore taken on behalf of this corporation
and all instruments, documents, and papers heretofore executed in
the name of and on behalf of this corporation concerning this
corporation's relationship with the Bank be, and they hereby are,
approved, adopted, and ratified. This corporation shall indemnify,
defend, and hold the Bank harmless of and from any loss,
liability, or damage the Bank may suffer or incur on account of
this corporation's relationship with the Bank.
REVOCATION OF INCONSISTENT RESOLUTIONS
RESOLVED, That any and all resolutions of this corporation which may be in
conflict with any of the foregoing resolutions be, and they hereby
are, revoked.
RESOLVED, That the resolutions of this corporation's Directors concerning
this corporation's relationship with and borrowing from Silicon
Valley Bank (the "Bank"), with offices at One Newton Executive
Park, Suite 200, 2221 Washington Street, Newton, Massachusetts,
pursuant to which, among other things, this corporation may be
granting the Bank a security interest or other collateral in and
to, and/or mortgaging, all or any portion of the assets of this
corporation, be, and said resolutions are hereby approved, adopted,
and incorporated herein by reference.
PERSONS PRESENTLY AUTHORIZED TO ACT
I further CERTIFY that the following persons presently are authorized under
the preceding Resolutions to act:
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NAME TITLE SPECIMEN SIGNATURES
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</Table>
IN WITNESS WHEREOF, I have set my hand and the seal of this corporation
on this 9th day of September, 2003.
(Corporate Seal) /s/ William Weissman
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Secretary
Print Name: William Weissman
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If the foregoing Resolutions confer authority upon the Secretary, this
Certificate should be confirmed by another officer of the corporation.
CONFIRMED:
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Print Name:
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Title:
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CORPORATE RESOLUTIONS FOR
AMENDING LOAN ARRANGEMENT
William Weissman, being the Secretary of KANBAY INTERNATIONAL, INC., a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, CERTIFIES that the following resolutions were
adopted
CHECK [] at a duly called and conducted meeting of the Directors of
ONE said corporation held on ______________ at which a quorum
was present and voting throughout,
[xx] by the unanimous consent of the Directors of said
corporation, the originals of which consents having been
placed with the records of meetings of Directors of said
corporation,
and are in conformity with the Certificate of Incorporation and By-Laws of
said corporation (each as amended to date) and that each of the following
resolutions presently is in full force and effect without change:
AMENDMENT OF LOAN ARRANGEMENT
RESOLVED, That this corporation amend its loan arrangements with Silicon
Valley Bank (hereinafter, with any successor, the "Bank") in such
manner as has been or is hereafter discussed and negotiated by and
between the Bank on the one hand and any of the following, acting
on behalf of this corporation, on the other:
Insert title, only, if
Persons to act on behalf of
corporation have titles.
Otherwise, insert names.
In connection with the foregoing, each of said officers and/or persons, acting
as described above, is authorized to execute, seal, acknowledge, and deliver
in the name of and on behalf of this corporation such instruments, documents,
and papers which relate thereto as may be appropriate, each in such form and
upon such terms as the officer(s) and/or person(s) so authorized determines,
such execution and delivery to be conclusive of such officer'(s) and/or
person'(s) authority so to act in the name of and on behalf of this
corporation.
DELEGATION OF AUTHORITY
RESOLVED, That any one of the officers and/or persons authorized by the
foregoing Resolution, acting singly, may by written instrument
furnished the Bank delegate to any other officer or person the
same authority which is vested singly and individually by said
Resolution in the person(s) or officer(s) so delegating authority,
which written delegation shall be in such form as may be requested
by the Bank and may be subject to such restrictions and
limitations as may be indicated thereon.
CONTINUATION OF AUTHORITY
RESOLVED, That all resolutions and delegations relative to the authority of
any officer or person to act on behalf of this corporation shall
remain in full force and effect until the Bank's receipt of
written notice of the revocation or modification of such authority
from the person signing below as the Secretary of this corporation
or from that person whom the Bank reasonably believes to be
authorized to act in this regard on behalf of this corporation.
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RATIFICATION OF PRIOR TRANSACTIONS
RESOLVED, That all action heretofore taken on behalf of this corporation
and all instruments, documents, and papers heretofore executed in
the name of and on behalf of this corporation concerning this
corporation's relationship with the Bank be, and they hereby are,
approved, adopted, and ratified. This corporation shall indemnify,
defend, and hold the Bank harmless of and from any loss,
liability, or damage the Bank may suffer or incur on account of
this corporation's relationship with the Bank.
REVOCATION OF INCONSISTENT RESOLUTIONS
RESOLVED, That any and all resolutions of this corporation which may be in
conflict with any of the foregoing resolutions be, and they hereby
are, revoked.
RESOLVED, That the resolutions of this corporation's Directors concerning
this corporation's relationship with and borrowing from Silicon
Valley Bank (the "Bank"), with offices at One Newton Executive
Park, Suite 200, 2221 Washington Street, Newton, Massachusetts,
pursuant to which, among other things, this corporation may be
granting the Bank a security interest or other collateral in and
to, and/or mortgaging, all or any portion of the assets of this
corporation, be, and said resolutions are hereby approved, adopted,
and incorporated herein by reference.
PERSONS PRESENTLY AUTHORIZED TO ACT
I further CERTIFY that the following persons presently are authorized under
the preceding Resolutions to act:
<Table>
<Caption>
NAME TITLE SPECIMEN SIGNATURES
- --------------------------------------------------------------------------------
</Table>
IN WITNESS WHEREOF, I have set my hand and the seal of this corporation
on this 9th day of September, 2003.
(Corporate Seal) /s/ William Weissman
----------------------------------------
Secretary
Print Name: William Weissman
-----------------------------
If the foregoing Resolutions confer authority upon the Secretary, this
Certificate should be confirmed by another officer of the corporation.
CONFIRMED:
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Print Name:
-----------------------------
Title:
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