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NOTE MODIFICATION AGREEMENT
BY AND BETWEEN BANK OF AMERICA, N.A.
("BANK"/"LENDER") AND
PROXICOM, INC.
("BORROWER")
EFFECTIVE AS OF: NOVEMBER 29, 1999
On or about October 30, 1998, (Note Date), Borrower executed a Promissory Note
315 ("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 1.50% per annum
with a stated final 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 promises 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:
EURODOLLAR DAILY FLOATING RATE. The Rate shall be the Eurodollar Daily
Floating Rate plus 1.25 percent, per annum. The "Eurodollar Daily Floating
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 3750 (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, deposits insurance
assessment rates and other regulatory costs. If for any reason such rate is not
available, the term "Eurodollar Daily Floating 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, deposits 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 payment terms are changed to: SINGLE PRINCIPAL PAYMENT. Principal shall
be paid in full in a single payment on August 31, 2000. Interest thereon shall
be paid monthly, commencing on January 15, 2000, and continuing on the same day
of each successive month thereafter, with a final payment of all unpaid
interest at the stated maturity of this Note.
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.
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.
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IN WITNESS WHEREOF, the undersigned has caused this Note Modification Agreement
to be executed under seal by Borrower on this 15th day of December 1999.
Bank of America, N.A.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇ CROSS
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Name: ▇▇▇▇ ▇▇▇▇▇▇ Cross
Title: Vice President
Corporate or Partnership Borrower: Proxicom, Inc.
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By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Seal)
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Attest (if Applicable)
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(Corporate Seal) Title: Vice President
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BANK OF AMERICA, N.A.
SECOND MODIFICATION OF LOAN AGREEMENT
S1-657824RC
THIS SECOND MODIFICATION OF LOAN AGREEMENT (this "Agreement") is made as of
December , 1999, but is in all respects effective November 29, 1999, by and
between Proxicom, Inc. (the "Borrower") and Bank of America, N.A. (the "Bank"),
witnesseth:
WHEREAS, the Borrower executed a loan agreement (the "Loan Agreement")
outlining specific terms and conditions governing the Loan, and
WHEREAS, the Borrower has requested and the Bank has agreed to renew the Loan
provided that the Borrower executed 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 statement 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:
Paragraph 6.1.(ix) is hereby deleted in its entirety.
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 executed 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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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
BANK:
BANK OF AMERICA, N.A.
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Cross (SEAL)
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▇▇▇▇ ▇▇▇▇▇▇ Cross, Vice President
