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EXHIBIT 10.11
NATIONSBANK, N.A.
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MODIFICATION OF SECURED CREDIT AGREEMENT
THIS MODIFICATION OF SECURED CREDIT AGREEMENT (this "Agreement") is made as
of June 1, 1999, by and between Proxicom, Inc. (the "Borrower") and
NationsBank, N.A. (the "Bank"), witnesseth:
WHEREAS, on October 30, 1998, the Borrower obtained a note in the maximum
principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (the
"Loan"); and
WHEREAS, the Borrower executed a SECURED CREDIT AGREEMENT dated October 30, 1998
(the "Credit Agreement") outlining specific terms and conditions governing the
Loan; and
WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit
Agreement provided that the Borrower executes this Agreement.
NOW, THEREFORE, in consideration of the premises, the sum of $1.00 and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1) The statements set forth above are true and accurate in every respect and
are incorporated herein by reference.
2) The Loan Agreement is hereby amended as follows:
ARTICLE V FINANCIAL COVENANTS
Section 5.1 Certain Definitions
"Minimum Compliance Level" shall be deleted entirely.
Section 5.2, establishing a Net Worth minimum, Section 5.3, establishing a
maximum Fixed Charge Coverage and Section 5.4, establishing a Funded Debt
Ratio are hereby deleted. The following language is inserted as Section
5.2:
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5.2 Liquidity Maintenance. Maintain Liquid Assets equal to no less than
$10,000,000.00.
3) Except as expressly amended herein, all of the provisions of the Loan
Agreement shall remain in full force and effect. This Agreement shall in
no way operate as a novation, release, or discharge of any of the
provisions of the Loan Agreement (except as amended herein), or any
indebtedness thereby evidenced.
IN WITNESS WHEREOF, and intending to create an instrument under seal, the
Borrower and the Bank have duly executed this Agreement under seal as of the day
and year first written above.
BORROWER:
Proxicom, Inc.
By:/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (SEAL)
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
BANK:
NATIONSBANK, N.A.
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇ (SEAL)
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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NOTE MODIFICATION AGREEMENT
BY AND BETWEEN NATIONSBANK, N.A.
("BANK"/"LENDER") AND
PROXICOM, INC.
("BORROWER")
EFFECTIVE AS OF: May 5, 1999
On or about October 30, 1998, (Note Date), Borrower executed a Promissory Note
315 (Note Number) ("Note") in favor of Bank/Lender. This note was in the
original principal face amount of $10,000,000.00 bearing interest at Libor Plus
2.00% per annum with a stated time maturity date (including all prior renewals,
if any) of August 31, 2000. Bank/Lender remains the owner and holder of the Note
and has agreed with Borrower to modify certain provisions of the Note. Now,
therefore, in consideration of these premises and the exchange of other good and
valuable consideration, the receipt of which is hereby acknowledged, Bank/Lender
and Borrower agree to modify the Note as follows:
The interest rate is changed to: The Rate shall be the Eurodollar Rate,
Plus 1.50% percent per annum. The "Eurodollar Rate" is a fluctuating rate of
interest equal to the one month rate of interest (rounded upwards, if necessary
to the nearest 1/100 of 1%) appearing on Telerate Page 3760 (or any successor
page) as the one month London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) on the second preceding business day, as
adjusted from time to time in Bank's sole discretion for then-applicable reserve
requirements, deposit insurance assessment rates and other regulatory costs. If
for any reason such rate is not available, the term "Eurodollar Rate" shall mean
the fluctuating rate of interest equal to the one month rate of interest
(rounded upwards, if necessary to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the one month London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) on the second preceding
business day, as adjusted from time to time in Bank's sole discretion for
then-applicable reserve requirements, deposit insurance assessment rates and
other regulatory costs; provided, however, if more than one rate is specified on
Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates.
The term Borrower as used in this Agreement shall be construed as singular or
plural to correspond with the number of persons executing this Agreement as
Borrower.
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All other terms, conditions and covenants in the Note shall be and remain in
full force and effect. When executed by Bank/Lender and Borrower, this Agreement
shall be attached to and become a part of the Note.
NOTICE OF FINAL AGREEMENT.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN BORROWER AND
BANK/LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN BORROWER AND BANK/LENDER. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN BORROWER AND BANK/LENDER.
IN WITNESS WHEREOF, the undersigned has caused this Note Modification Agreement
to be executed under seal by Borrower on this 1 day of June, 1999.
NationsBank, N.A.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Corporate or Partnership Borrower:
Proxicom, Inc.
By /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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