EXHIBIT
10.2


 


LOAN
MODIFICATION AGREEMENT


 


This Loan Modification
Agreement (the “Amendment”) is entered into as of June 8, 2004, by and
between Perficient, Inc. (“Perficient”) and Perficient Canada, Corp. (Canada,
and collectively with Perficient, the “Borrower”) and Silicon Valley Bank
(“Bank”).  Capitalized terms used but
not otherwise defined herein shall have the same meanings as set forth in the
Loan Agreement (defined below).


 


1.                                       DESCRIPTION
OF EXISTING OBLIGATIONS:  Among
other Obligations which may be owing by Borrower to Bank, Borrower is indebted
to Bank pursuant to, among other documents, a Loan and Security Agreement,
dated December 5, 2003, as may be amended from time to time, (the “Loan
Agreement”). The Loan Agreement provides for, among other things, a revolving
line of credit in the original principal amount of Six Million Dollars
($6,000,000)(the “Revolving Line”).


 


Hereinafter, all
indebtedness owing by Borrower to Bank shall be referred to as the
“Obligations.”


 


2.                                       DESCRIPTION
OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as
described in the Loan Agreement.


 


Hereinafter, the Loan
Agreement, together with all other documents securing repayment of the
Obligations shall be referred to as 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.  Effective as of
the date of this Amendment, the Loan Agreement is hereby amended as follows:


 


A.                                   The
term “Borrower” as used in the Loan Agreement is hereby amended to include
Perficient Genisys, Inc. (f/k/a Genisys Consulting, Inc.) (“Genisys”).


 


B.                                     The
following provision is hereby incorporated into the Loan Agreement as
Section 2.1.3:


 


2.1.3                     Acquisition
Term Loan Facility.


 


(a)                                  Subject
to the terms and conditions of this Agreement, Bank agrees to lend to Borrower,
from time to time prior to the Term Loan applicable Commitment Termination
Date, advances (each a “Term Loan Advance” and collectively the “Term Loan
Advances”) in an aggregate amount not to exceed the Committed Term Loan
Line.  When repaid, the Term Loan
Advances may not be re-borrowed.  The
proceeds of the Term Loan Advances will be used solely to fund Permitted
Acquisitions.  Notwithstanding the
foregoing, Bank shall make the initial Equipment Advance to Borrower to
reimburse Borrower for its purchase of Eligible Equipment up to 120 days prior
to the Effective Date.  Each Term Loan
Advance shall be considered a promissory note evidencing the amounts due
hereunder for all purposes.  Bank’s
obligation to lend hereunder shall terminate on the earlier of (i) the
occurrence and continuance of an Event of Default, or (ii) the Term Loan
applicable Commitment Termination Date.


 


(b)                                 To
obtain a Term Loan Advance, Borrower will deliver to Bank (i) a completed
supplement in substantially the form attached as Exhibit F (“Loan Supplement”)
signed by a Responsible Officer or his or her designee, (ii) a certificate
signed by a Responsible Officer or his or her designee affirming that following
such requested Term Loan Advance and following such Permitted Acquisition,
based on pro-forma projections reviewed by a Responsible Officer, Borrower will
remain in compliance with all representations, warranties, covenants and
agreements contained in this Agreement, and (iii) such additional information
as Bank may request at least five (5)


 


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Business Days before the
proposed funding date (the “Funding Date”). 
On each Funding Date, Bank will specify in the Loan Supplement for each
Term Loan Advance, the Basic Rate and the Payment Dates.  If Borrower satisfies the conditions of each
Term Loan Advance specified herein, Bank will disburse such Term Loan Advance
by internal transfer to Borrower’s deposit account with Bank on the Funding
Date.  Term Loan Advances for any
Permitted Acquisition may not exceed in the aggregate thirty percent (30%) of
the Total Acquisition Cost for such Permitted Acquisition.


 


(c)                                  Bank’s
obligation to lend the undisbursed portion of the Committed Term Loan Line will
terminate if, in Bank’s sole discretion, there has been a material adverse
change in the general affairs, management, results of operation, condition
(financial or otherwise) or the prospects of Borrower, whether or not arising
from transactions in the ordinary course of business, or there has been any
material adverse deviation by Borrower from the most recent business plan of
Borrower presented to and accepted by Bank prior to the execution of this
Agreement.


 


C.                                     The
following provision is hereby incorporated into the Loan Agreement as
Section 2.3.3:


 


2.3.3                     Term Loan
Payments.


 


(a)                                  Principal
and Interest Payments On Payment Dates.  
Borrower will repay the Term Loan Advances on the terms provided herein
and in the Loan Supplement.  Borrower
will make payments monthly of principal in advance and/or accrued interest, as
set forth herein and in the Loan Supplement, for each Term Loan Advance (collectively,
“Scheduled Payments”), commencing on the calendar date thirty (30) days
following the Funding Date with respect to such Term Loan Advance and
continuing thereafter during the applicable Repayment Period on the same
calendar date of each calendar month (each a “Payment Date”).  Borrower shall make payments of accrued but
unpaid interest only on the first, second and third Payment Dates for each Term
Loan Advance.  Beginning on the fourth
Payment Date for each Term Loan Advance and continuing thereafter during the
applicable Repayment Period, Borrower will pay thirty-six (36) equal
installments of principal, plus all accrued but unpaid interest for such Term
Loan Advance (collectively with the interest-only payments required in the
preceding sentence, each a “Term Loan Payment”).  Borrower’s final Term Loan Payment for each Term Loan Advance
shall be due and payable on the Maturity Date for such Term Loan Advance and
shall include all outstanding principal and all accrued but unpaid interest for
such Term Loan Advance.  Payments
received after 12:00 noon Pacific time are considered received at the opening
of business on the next Business Day.  
A Term Loan Advance may only be prepaid in accordance with Sections
2.3.3(c) and 2.3.3(d).


 


(b)                                 Interest
Rate.  Borrower will pay interest on
the Payment Dates (as described above) at the per annum rate of interest equal
to the Basic Rate determined by Bank as of the Funding Date for each Term Loan
Advance in accordance with the definition of the Basic Rate.   Any amounts outstanding during the
continuance of an Event of Default shall bear interest at a per annum rate
equal to the Default Interest Rate, as defined in Section 2.3.1(c).


 


(c)                                  Mandatory
Prepayment Upon an Acceleration.  If
the Term Loan Advances are accelerated following the occurrence of an Event of
Default or otherwise, then Borrower will immediately pay to Bank (i) all
outstanding principal and all accrued but unpaid interest, including interest
accruing at the Default Interest Rate, with respect to each Term Loan Advance
to the date of such prepayment, and (ii) all other sums, if any, that shall
have become due and payable with respect to this Agreement.


 


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(d)                                 Permitted
Prepayment of Loans.  Borrower shall
have the option to prepay all, but not less than all, of any Term Loan Advance
advanced by Bank under this Agreement, provided Borrower (i) provides written
notice to Bank of its election to prepay such Term Loan Advance at least
fifteen (15) days prior to such prepayment, and (ii) pays, on the date of the
prepayment (A) all outstanding principal and all accrued but unpaid interest
with respect to such Term Loan Advance; and (B) all other sums, if any, that
shall have become due and payable hereunder with respect to this Agreement.


 


D.                                    The
following provision is hereby incorporated into the Loan Agreement as
Section 2.4(d):


 


(d)                                 Term
Loan Facility Fee.  A fully earned,
non-refundable facility fee for the Committed Term Loan Line in the amount of
$10,000 (the “Term Loan Fee”).  Borrower
shall pay Bank $5,000 of the Term Loan Fee on the date this Agreement is
amended and modified to include the Committed Term Loan Line.  Borrower shall pay Bank the remaining $5,000
of the Term Loan Fee on the Funding Date for the first advance under the
Committed Term Loan Line.


 


E.                                      The
following provision is hereby incorporated into the Loan Agreement as
Section 6.7(c):


 


(c)                                  Debt
Service Coverage.  At any time
Borrower has any outstanding obligation under the Committed Term Loan Line, a
ratio of earnings after tax plus interest, depreciation and amortization for
the specified period on an annualized basis to current maturities of long term
debt and capitalized leases, plus interest expense annualized of at least 1.50 to
1.00.  The debt service coverage ratio
shall be computed on a trailing three month basis.  The Debt Service Coverage ratio shall exclude any maturities on
the Revolving Line


 


F.                                      The
following provisions are hereby incorporated into the end of Section 6 as
Sections 6.10, 6.11 and 6.12:


 


6.10.                     IBM
Services Agreement.  Borrower
will immediately notify Bank regarding any material change in the status or
terms of that certain Agreement dated August 17, 2000, and as amended on
August 28, 2003 by and between Borrower and IBM.


 


6.11                        Permitted
Acquisitions.  Immediately
following any Permitted Acquisition, but in no event later than fifteen (15)
days following such Permitted Acquisition, Borrower shall deliver to Bank


 


(a)                                  the
original stock certificates or ownership certificates for all of the capital
stock purchased by Borrower in such Permitted Acquisition, and an executed, but
blank and undated, stock power certificate in the form attached hereto as
Exhibit G for each certificate of capital stock; and


 


(b)                                 a
joinder agreement in the form attached hereto as Exhibit H, whereby the newly
acquired Person shall agree to become a Borrower under this Agreement and the
Loan Documents, and shall grant to Bank a continuing security interest in the
Collateral.


 


6.12                        Permitted
Acquisitions Financial Covenant. 
As soon as available, but no later than thirty (30) days after the last
day of the month during which the Acquisition Covenant Date occurs, Borrower
shall deliver to Bank evidence satisfactory to Bank that the Person acquired in
such Permitted Acquisition shall have a minimum Net Income as of the
Acquisition Covenant Date of no less than one dollar ($1.00), after giving
effect to Pro Forma Adjustments.


 


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G.                                     The
following definitions are hereby incorporated into Section 13.1 of the
Loan Agreement:


 


“Acquisition Covenant Date” means the date
ninety (90) days after any Permitted Acquisition Date.


 


“Basic Rate” is, as of the
Funding Date, the per annum rate of interest (based on a year of 360 days)
equal to the sum of (a) the U.S. Treasury note yield to maturity for a
four-year term as quoted in The Wall Street Journal on the day the Loan
Supplement is prepared, plus (b) three and one-half percent (3.5%).


 


“Committed Term Loan Line” is a Credit Extension of
up to $4,000,000.


 


“Funding Date” is any date on
which an Term Loan Advance is made to or on account of Borrower.


 


“Maturity Date” is, with
respect to each Term Loan Advance, the last day of the Repayment Period for
such Term Loan Advance, or if earlier, the date of acceleration of such Term
Loan Advance by Bank following an Event of Default.


 


“Net Income” means for any period, such
Person’s after-tax net income for such period on a consolidated basis, as
determined in accordance with GAAP.


 


“Permitted Acquisition” means an acquisition
of all or substantially all of the capital stock or property of another Person,
as permitted by Section 7.3 of this Agreement.


 


“Permitted Acquisition Date” means the date
of any Permitted Acquisition for which a Term Loan Advance is made


 


“Pro Forma Adjustments” means upward
adjustments to Net Income made to reflect (a) an amount equal to the actual
cost savings, retroactively applied to the Permitted Acquisition Date, of any
operating expense that has been permanently eliminated prior to the Acquisition
Covenant Date, and (b) other demonstrable adjustments, each as submitted in
writing to, and approved by, Bank, in Bank’s sole discretion.


 


“Repayment Period” as to each Term Loan
Advance, thirty-nine (39) months.


 


“Term Loan Advance” has the meaning set
forth in Section 2.1.3(a).


 


“Term Loan Commitment Termination Date” is
June 8, 2005


 


“Term Loan Fee” has the meaning set forth
Section 2.4(d)


 


“Total Acquisition Cost” means the total
cost of any Permitted Acquisition, including all direct and indirect costs
associated with such Permitted Acquisition.


 


H.                                    The
definition of the term “Credit Extension” in Section 13.1 of the Loan
Agreement is hereby deleted and restated as follows:


 


“Credit Extension” is each Advance, Letter of Credit, Term Loan Advance or
any other extension of credit by Bank for Borrower’s benefit.


 


I.                                         The
Compliance Certificate attached to the Loan Agreement as Exhibit D is hereby
deleted and replaced with the Compliance Certificate attached hereto as Exhibit
A.


 


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J.                                        The
Loan Supplement attached hereto as Exhibit B is hereby incorporated into the
Loan Agreement as Exhibit F to the Loan Agreement.


 


K.                                    The
form of Stock Power Certificate attached hereto as Exhibit C is hereby
incorporated into the Loan Agreement as Exhibit G to the Loan Agreement.


 


L.                                      The
form of Joinder Agreement attached hereto as Exhibit D is hereby incorporated
into the Loan Agreement as Exhibit H.


 


4.                                       CONDITIONS
TO CLOSING.  As conditions precedent
to the effectiveness of this Amendment, Borrower shall have:


 


A.                                   Executed
and delivered to Lender this Amendment;


 


B.                                     Executed,
and shall have had executed by Genisys, and delivered to Bank that certain
Joinder Agreement dated of even date herewith by and among Bank, Borrower and
Genisys, and all other resolutions, certificates, and documents required
therein;


 


C.                                     Delivered
to Bank stock certificates for all of the capital stock of Canada and Genisys
and a fully-executed stock power certificate in the form attached hereto as
Exhibit C for each certificate.


 


D.                                    Paid
to Bank $5,000, which such amount shall be one-half of the Term Loan Fee; and


 


E.                                      Delivered
to Bank all resolutions, certificates or documents as Bank may request relating
to the existence of Borrower, the corporate authority for the execution and
delivery of this Amendment, and all other documents, instruments and agreements
and any other matters relevant hereto or thereto.


 


5.                                       CONSISTENT
CHANGES.  The Existing Loan
Documents are hereby amended wherever necessary to reflect the changes
described above.


 


6.                                       NO
DEFENSES OF BORROWER.  Borrower
agrees that, as of the date hereof, it has no defenses against paying any of
the Obligations.


 


7.                                       PAYMENT
OF EXPENSES.  Borrower shall pay
Bank all out-of-pocket expenses for preparing and negotiating this Agreement
not to exceed $5,000.


 


8.                                       CHOICE
OF LAW; VENUE.  Texas law governs
this Amendment and the Loan Documents, without regard to principles of
conflicts of law, as if performed entirely within the State of Texas by Texas
residents.  Borrower and Bank each
submit to the exclusive jurisdiction of the State and Federal courts in Travis County, Texas.


 


9.                                       CONTINUING
VALIDITY.  Borrower understands and
agrees that in modifying the existing Indebtedness, 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 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 Amendment in no way shall obligate Bank
to make any future modifications to the Obligations.  Nothing in this Amendment shall constitute a satisfaction of the
Obligations.  It is the intention of
Bank and Borrower to retain as liable parties all makers and endorsers of
Existing Loan Documents, unless the party is expressly released by Bank in
writing.  Unless expressly released
herein, no maker, endorser, or guarantor will be released by virtue of this
Agreement.  The terms of this paragraph
apply not only to this Agreement, but also to all subsequent loan modification
agreements.


 


THIS AMENDMENT AND THE EXISTING LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,


 


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CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


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This Loan Modification
Agreement is executed as of the date first written above.


 


	
  BORROWER:

  	
  BANK:

  
	
   

  	
   

  
	
  PERFICIENT, INC.

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  PERFICIENT CANADA, CORP.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
											



 

















 


EXHIBIT
A


 


COMPLIANCE CERTIFICATE


 


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EXHIBIT
B – Loan Supplement


 


EXHIBIT F


 


FORM OF LOAN AGREEMENT SUPPLEMENT


 


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EXHIBIT
C – Form of Stock Power Certificate


 


IRREVOCABLE STOCK POWER


 


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EXHIBIT D – Form of Joinder Agreement


 


 


PRO
FORMA INVOICE - LOAN MODIFICATION AGREEMENT


 


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EXHIBIT A


 


FORM OF LANDLORD’S
CONSENT


 


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EXHIBIT B


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


3

















 


EXHIBIT A

to Intellectual Property Security Agreement


 


Copyrights


 


4

















 


EXHIBIT B

to Intellectual Property Security Agreement


 


Patents


 


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EXHIBIT C

to Intellectual Property Security Agreement


 


Trademarks


 


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EXHIBIT D

to Intellectual Property Security Agreement


 


Mask Works


 


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EXHIBIT C


 


CORPORATE BORROWING
RESOLUTION


 


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