SIXTH AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENT

Exhibit 10.1

SIXTH AMENDMENT

TO AMENDED AND RESTATED FINANCING AGREEMENT

SIXTH AMENDMENT, dated as of April 8, 2009 (the “ Sixth Amendment ”), to the Financing Agreement referred to below, by and among (i) ENHERENT CORP., a Delaware corporation (the “ Parent ”), and each Subsidiary of Parent listed as a borrower on the signature pages thereto (together with the Parent, each, a “ Borrower ” and collectively, the “ Borrowers ”), and (ii) ABLECO FINANCE LLC, a Delaware limited liability company (“ Ableco ”) as lender and as agent (in such capacity, the “ Agent ”) for itself and each Person that purchases any portion of Ableco’s rights and obligations under the Financing Agreement pursuant to Sections 2.07 and 10.07 thereof (collectively with Ableco, the “ Lenders ”).

WHEREAS, the Borrowers, the Agent and the Lenders are parties to the Amended and Restated Financing Agreement dated as of April 1, 2005 (as amended to date, the “ Financing Agreement ”), pursuant to which the Lenders have agreed to make certain term loans and revolving loans to the Borrowers from time to time in an aggregate principal amount at any time outstanding not to exceed the aggregate amount set forth in the Financing Agreement; and

WHEREAS, the Borrowers have requested that the Agent and the Lenders amend certain provisions of the Financing Agreement to, among other things, (a) increase the interest rate applicable to the Terms Loan B and the Revolving Loans (each as defined in the Financing Agreement) and (b) modify the financial covenants set forth in Section 6.03 of the Financing Agreement, all in accordance with and subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1.1 Definitions . Any capitalized term used herein and not defined shall have the meaning assigned to it in the Financing Agreement.

1.2 Amendments to the Financing Agreement .

(a) Section 1.01 of the Financing Agreement is hereby amended by adding the following new definitions in their appropriate alphabetical order, as follows:

“‘ Funding Losses ’ has the meaning specified therefor in Section 2.11.”

“‘ Interest Period ’ means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Reference Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the

day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2 or 3 months after the date on which the Interest Period began, as applicable, and (e) the Borrowers may not elect an Interest Period which will end after the Final Maturity Date.”

“‘ LIBOR ’ means, with respect to each day during each Interest Period pertaining to a LIBOR Rate Loan, the rate of interest published in The Wall Street Journal, Eastern Edition, two Business Days prior to such Interest Period as the “London Interbank Offered Rate” applicable to such Interest Period. In the event that The Wall Street Journal, Eastern Edition is not published or such rate does not appear in The Wall Street Journal, Eastern Edition, LIBOR shall be the rate determined by the Agent to be the rate at which deposits in Dollars are offered to major banks in the London interbank market, two Business Days prior to the beginning of such Interest Period, in an amount approximately equal to the principal amount of the LIBOR Rate Loan to which such Interest Period is to apply and for a period of time comparable to such Interest Period, which determination shall be conclusive absent manifest error.”

“‘ LIBOR Deadline ’ has the meaning specified therefor in Section 2.10.”

“‘ LIBOR Notice ’ means a written notice substantially in the form of Exhibit A to the Sixth Amendment.”

“‘ LIBOR Option ’ has the meaning specified therefor in Section 2.09.

“‘ LIBOR Rate ’ means, for each Interest Period for each LIBOR Rate Loan, the greater of (a) 4.00% and (b) the rate per annum determined by the Agent (rounded upwards if necessary, to the next 1/100%) by dividing (x) LIBOR for such Interest Period by (y) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.”

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“‘ LIBOR Rate Loan ’ means each portion of a Loan that bears interest at a rate determined by reference to the LIBOR Rate.”

“‘ Reference Rate Loan ’ means each portion of a Loan that bears interest at a rate determined by reference to the Reference Rate.”

“‘ Reserve Percentage ’ means, on any day, for any Lender, the maximum percentage prescribed by the Board (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.”

“‘ Sixth Amendment ’ means the Sixth Amendment to Amended and Restated Financing Agreement, dated as of April 8, 2009, by and among the Borrowers, the Agent and the Lenders.”

“‘ Sixth Amendment Effective Date ’ means the later of (i) April 8, 2009 and (ii) the date on which all of the conditions precedent set forth in Section 2 of the Sixth Amendment have been satisfied or waived in writing.”

(b) The definition of “Business Day” set forth in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Business Day ’ means (a) any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close, and (b) with respect to the borrowing, payment or continuation of, or determination of interest rate on, LIBOR Rate Loans, any day that is a Business Day described in clause (a) above and on which dealings in Dollars may be carried on in the interbank eurodollar markets in New York City and London.”

(c) Section 2.04(a) of the Financing Agreement is hereby amended and restated in its entirety to read as follows”

“(a) Loans.

(i) Each Revolving Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Loan until such principal amount becomes due, at a rate per annum equal to the Reference Rate plus (A) at any time prior to the Sixth Amendment Effective Date, 3.00% and (B) at any time thereafter, 4.00%;

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(ii) Subject to the terms of this Agreement, at the option of the Borrower, the Term Loan B or any portion thereof shall, commencing on the Sixth Amendment Effective Date, be either a Reference Rate Loan or a LIBOR Rate Loan. Prior to the Sixth Amendment Effective Date, the Term Loan B shall bear interest on the principal amount thereof from time to time outstanding, from the date the Term Loan B is made until the Sixth Amendment Effective Date, at a rate per annum equal to 3.00%. Commencing on the Sixth Amendment Effective Date, each portion of the Term Loan B that is a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the Sixth Amendment Effective Date until repaid or converted, at a rate per annum equal to the Reference Rate plus 0.25%. Each portion of the Term Loan B that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date such portion of the Term Loan B is converted to, or continued as, a LIBOR Rate Loan until repaid or converted back to a Reference Rate Loan, at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for the Term Loan B (or such portion thereof) plus 4.00%.”

(d) Section 2.05(d) of the Financing Agreement is hereby amended and restated in its entirety to read as follows:

“(d) Interest and Fees . Any prepayment made pursuant to this Section 2.05 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the date of prepayment, (ii) any Funding Losses payable pursuant to Section 2.11 and (iii) if such prepayment would reduce the amount of the outstanding Loans to zero at a time when the Revolving Credit Commitment has been terminated, such prepayment shall be accompanied by the payment of all fees due but unpaid to such date pursuant to Section 2.06.”

(e) Article II of the Financing Agreement is hereby amended by inserting at the end thereof the following new Section 2.09, Section 2.10, Section 2.11, Section 2.12 and Section 2.13 to read as follows:

“ Section 2.09 . LIBOR Option . In lieu of having interest charged at the rate based upon the Reference Rate, the Borrowers shall have the option (the “ LIBOR Option ”) to have interest on all or a portion of the Term Loan B be charged at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable in accordance with Section 2.04(c). On the last day of each applicable Interest Period, unless the Borrowers properly have exercised the LIBOR Option with respect thereto, the interest

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rate applicable to such LIBOR Rate Loans automatically shall convert to the rate of interest then applicable to Reference Rate Loans of the same type hereunder. At any time that a Default or an Event of Default has occurred and is continuing, the Borrowers no longer shall have the option to request that any portion of the Loans bear interest at the LIBOR Rate and the Agent shall have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate of interest then applicable to Reference Rate Loans of the same type hereunder.

Section 2.10 Exercise of LIBOR Option .

(a) The Borrowers may, at any time and from time to time, so long as no Default or Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying the Agent prior to 11:00 a.m. (New York City time) at least 5 Business Days prior to (i) the commencement of the proposed Interest Period or (ii) in the case of the conversion of a LIBOR Rate Loan into a Reference Rate Loan, the last day of the then current Interest Period (the “ LIBOR Deadline ”). Notice of the Borrowers’ election of the LIBOR Option for a permitted portion of the Term Loan B and an Interest Period pursuant to this subsection (a) shall be made by delivery to the Agent of a LIBOR Notice received by the Agent before the LIBOR Deadline, or by telephonic notice received by the Agent before the LIBOR Deadline (to be confirmed by delivery to the Agent of a LIBOR Notice received by the Agent prior to 5:00 p.m. (New York City time) on the same day). Promptly upon its receipt of each such LIBOR Notice, the Agent shall provide a copy thereof to each of the Lenders. Each LIBOR Notice shall be irrevocable and binding on the Borrowers.

(b) Notwithstanding anything to the contrary contained in this Agreement, the