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[LOGO] ROYAL BANK
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ROYAL BANK OF CANADA
Information Technology
York Technology Banking Group
260 East Beaver Creek Road, 2nd Floor
Richmond Hill, Ontario L4B 3M3
Fax: (905) 764-4361
PRIVATE AND CONFIDENTIAL
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May 2, 2000
CHANGEPOINT CORPORATION
1595 16th Avenue, Suite 700
Richmond Hill, Ontario
L4B 3N9
Attention: Mr. John Anhang
Vice-President and Chief Financial Officer
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Dear Sirs:
We confirm our Letter Agreement dated March 23, 2000 for Changepoint Corporation
is amended as follows:
Page 1) AMOUNTS - AMEND TO READ:
Segment (1) $5,000,000.
Page 3) OTHER FEES - ADD:
STANDBY FEE
A standby fee equal to 1/4 of 1% per annum calculated
on the unused portion of Segment (1) is payable
monthly in arrears.
ARRANGEMENT FEE
An arrangement fee of $15,000 is payable upon
acceptance of this agreement. The arrangement fee is
non-refundable and will be deemed to have been
earned by the Bank upon acceptance of this offer,
to compensate for time, effort and expense incurred
by the Bank to approve these facilities.
Page 4) COLLATERAL
SECURITY: - AMEND TO READ:
Guarantee and Postponement of Claim in the amount of
$6,000,000 signed by Changepoint Inc. (USA
subsidiary). Supported by:
- Directors' Resolution
- Letter from U.S. Counsel confirming validity and
enforceability of the Guarantees in the United
States.
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CHANGEPOINT CORPORATION
May 2, 2000 Page 2
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Page 5) REPRESENTATIONS
AND WARRANTIES: - ADD:
(c) all Potential Preferred Claims have been paid
or remitted as of the date of this agreement.
Page 7) BORROWER'S CONSENT - ADD:
The Borrower hereby grants permissions to any
entity having information of the following nature
to release to the Bank, solely for the purpose of
assisting the Bank to evaluate the financial
condition of the Borrower, all information in such
entity's possession relating to "employee source
deductions" that the Borrower may be required to
make, including with respect to federal and Quebec
income tax, the Canada Pension Plan, the Quebec
Pension Plan, and employement insurance. The
foregoing permission shall remain in force as long
as (i) Credit Facilities from the Bank are at the
Borrower's disposal; or (ii) any balance thereof
remains outstanding.
In all other respects the Letter Agreement is hereby ratified and confirmed and
all terms and conditions of the Letter Agreement shall remain in full force and
effect. All capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Letter Agreement.
If this Amending Agreement is acceptable, kindly sign and return the attached
copy to the Bank. If acceptance of this Amending Agreement has not been received
by May 19, 2000, it will be considered null and void.
Yours truly,
A.F. LAVISTA
A.F. LaVista
Senior Account Manager
We acknowledge and accept the within terms and conditions.
CHANGEPOINT CORPORATION
Per: /s/ GERRY SMITH Date: May 10/2000
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Name: Gerry Smith
Title: President/CEO
Per: /s/ JOHN ANHANG Date: May 10/2000
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Name: John Anhang
Title: CFO
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CHANGEPOINT CORPORATION
May 2, 2000 Page 3
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We acknowledge and accept the terms and conditions.
CHANGEPOINT INC. (GUARANTOR)
Per: /s/ GERRY SMITH Date: May 10/2000
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Name: Gerry Smith
Title: President/CEO
Per: /s/ JOHN ANHANG Date: May 10/2000
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Name: John Anhang
Title: CFO
