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EXHIBIT 10.1
EXECUTION VERSION
SIXTH AMENDMENT TO LOAN DOCUMENTS
AND WAIVER AGREEMENT
THIS SIXTH
AMENDMENT TO LOAN DOCUMENTS AND WAIVER AGREEMENT (this "SIXTH
AMENDMENT") is made as of the 27th day of
September, 2005, among INTELLIGROUP,
INC., a corporation organized under the
laws of the State of New Jersey and
EMPOWER, INC., a corporation organized
under the laws of the State of Michigan
(each a "BORROWER" and collectively
"BORROWERS"), the financial institutions
which are now or which hereafter become a
party hereto (collectively, the
"LENDERS" and individually a "LENDER") and
PNC BANK, NATIONAL ASSOCIATION
("PNC"), as agent for Lenders (PNC, in such
capacity, the "AGENT").
BACKGROUND
A.
Borrowers have executed and delivered to PNC, in its capacity as
the
Agent and sole Lender with respect to this
transaction, one or more promissory
notes, letter agreements, loan agreements,
security agreements, mortgages,
pledge agreements, collateral assignments,
and other agreements, instruments,
certificates and documents, some or all of
which are more fully described on
attached Exhibit A, which is made a part of
this Sixth Amendment (collectively,
as amended from time to time, the "LOAN
DOCUMENTS"), which Loan Documents
evidence or secure some or all of
Borrowers' obligations to Lenders for one or
more loans or other extensions of credit
(the "OBLIGATIONS").
B.
Borrowers, Agent and Lenders desire to amend the Loan Documents
as
provided for in this Sixth Amendment.
NOW,
THEREFORE, in consideration of the mutual covenants herein
contained
and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Certain
of the Loan Documents are amended as set forth in Exhibit A.
Any and all references to any Loan Document
in any other Loan Document shall be
deemed to refer to such Loan Document as
amended by this Sixth Amendment. This
Sixth Amendment is deemed incorporated into
each of the Loan Documents. Any
initially capitalized terms used in this
Sixth Amendment without definition
shall have the meanings assigned to those
terms in the Loan Documents. To the
extent that any term or provision of this
Sixth Amendment is or may be
inconsistent with any term or provision in
any Loan Document, the terms and
provisions of this Sixth Amendment shall
control.
2.
Borrowers hereby certify that, except as otherwise waived as set
forth
in Exhibit A: (a) all of their
representations and warranties in the Loan
Documents, as amended by this Sixth
Amendment, are, except as may otherwise be
stated in this Sixth Amendment: (i) true
and correct as of the date of this
Sixth Amendment, (ii) ratified and
confirmed without condition as if made anew,
and (iii) incorporated into this Sixth
Amendment by reference; (b) no Event of
Default or event which, with the passage of
time or the giving of notice or
both, would constitute an Event of Default,
exists under any Loan Document which
will not be cured by the execution and
effectiveness of this Sixth Amendment;
(c) no consent, approval, order or
authorization of, or registration or filing
with, any third party is required in
connection with the execution, delivery and
carrying out of this Sixth Amendment or, if
required, has been obtained; and (d)
this Sixth Amendment has been duly
authorized, executed and delivered so that it
constitutes the legal, valid and binding
obligation of Borrowers, enforceable in
accordance with its terms. Borrowers
confirm that the Obligations remain
outstanding without defense, set off,
counterclaim, discount or charge of any
kind as of the date of this Sixth
Amendment.
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3.
Borrowers hereby confirm that any collateral for the
Obligations,
including liens, security interests,
mortgages, and pledges granted by Borrowers
or third parties (if applicable), shall
continue unimpaired and in full force
and effect, and shall cover and secure all
of Borrowers' existing and future
Obligations, as modified by this Sixth
Amendment.
4. As a
condition precedent to the effectiveness of this Sixth
Amendment,
Borrowers shall comply with the terms and
conditions (if any) specified in
Exhibit A.
5. This
Sixth Amendment may be signed in any number of counterpart
copies
and by the parties to this Sixth Amendment
on separate counterparts, but all
such copies shall constitute one and the
same instrument. Delivery of an
executed counterpart of a signature page to
this Sixth Amendment by facsimile
transmission shall be effective as delivery
of a manually executed counterpart.
Any party so executing this Sixth Amendment
by facsimile transmission shall
promptly deliver a manually executed
counterpart, provided that any failure to
do so shall not affect the validity of the
counterpart executed by facsimile
transmission.
6. This
Sixth Amendment will be binding upon and inure to the benefit
of
Borrowers, Agent and Lenders and their
respective successors and assigns.
7. This
Sixth Amendment will be interpreted and the rights and
liabilities
of the parties hereto determined in
accordance with the laws of the State of New
Jersey, excluding its conflict of laws
rules.
8. Except
as amended hereby, the terms and provisions of the Loan
Documents remain unchanged, are and shall
remain in full force and effect unless
and until modified or amended in writing in
accordance with their terms, and are
hereby ratified and confirmed. Except as
expressly provided herein, this Sixth
Amendment shall not constitute an
amendment, waiver, consent or release with
respect to any provision of any Loan
Document, a waiver of any default or Event
of Default under any Loan Document, or a
waiver or release of any of Agent's or
Lenders' rights and remedies (all of which
are hereby reserved). BORROWERS
EXPRESSLY RATIFY AND CONFIRM THE WAIVER OF
JURY TRIAL PROVISIONS CONTAINED IN
THE LOAN DOCUMENTS.
[SIGNATURE PAGE FOLLOWS]
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WITNESS
the due execution of this Sixth Amendment as a document under
seal
as of the date first written above.
INTELLIGROUP, INC.
By: /s/ Madhu Poomalil
-------------------------------
Name: Madhu
Poomalil
Title: Chief Financial
Officer and Treasurer
499 Thornall Street
Edison, New Jersey 08837
EMPOWER, INC.
By: /s/ Madhu Poomalil
-------------------------------
Name: Madhu
Poomalil
Title: Treasurer
c/o Intelligroup, Inc.
499 Thornall Street
Edison, New Jersey 08837
PNC BANK, NATIONAL ASSOCIATION, as Lender
and as Agent
By: /s/ Marc J. Hansen
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Name: Marc J.
Hansen
Title: Vice
President
PNC Business Credit
70 East 55th Street, 14th Floor
New
York, New York 10022
Commitment Percentage:
100%
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EXHIBIT A TO
SIXTH AMENDMENT TO LOAN DOCUMENTS AND WAIVER AGREEMENT
