FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
--------------------------------------------------
THIS FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (the "Amendment")
is made this 26th day of January, 2000, by and between INTELLIGROUP, INC., a New
Jersey corporation (the "Borrower") and PNC BANK, NATIONAL ASSOCIATION, a
national banking association (the "Lender").
WHEREAS, the Borrower and the Lender are parties to a certain Revolving
Credit Loan Agreement dated January 29, 1999 (the "Loan Agreement"), relating to
financing by the Lender to the Borrower (all capitalized terms used, but not
specifically defined herein, shall have the meaning provided for such terms in
the Loan Agreement); and
WHEREAS, certain Events of Default have occurred under the Loan Agreement
with respect to the financial covenants as set forth in Article VIII of the Loan
Agreement; and
WHEREAS, the Borrower has requested and the Lender has agreed to, among
other things, waive such Events of Default and amend certain terms and
conditions of the Loan Agreement as set forth herein; and
WHEREAS, as a condition precedent to the Lender entering into the
Amendment, the Lender requires that the Borrower and all domestic Subsidiaries
pledge substantially all of their assets to the Lender to secure the
Obligations; and
WHEREAS, to induce the Lender to amend certain terms and conditions of the
Loan Agreement, the Borrower has offered to execute and deliver the Amendment.
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Lender and the Borrower agree as follows:
1. The term "Revolving Credit Facility" in the first recital of the Loan
Agreement is hereby amended from "up to Thirty Million ($30,000,000.00) Dollars"
to "up to Fifteen Million ($15,000,000.00) Dollars".
2. Article I of the Loan Agreement, the definition of (i) "Consolidated
EBITDA" is amended by adding the word "(Loss)" after the word "Income" on the
third line thereof and adding "and (d) non-recurring items" after the word
"operations" on the last line thereof and (ii) "Consolidated Net Income" is
amended by adding the word "(Loss)" after the word "Income" on the first and
third lines thereof.
3. Article I of the Loan Agreement is hereby amended by
adding the following new Subsections as follows:
"Borrowing Certificate": The borrowing certificate in the form of
----------------------
Exhibit "G" annexed hereto and made a part hereof.
"Collateral": All --
----------------
(i) inventory of the Borrower, whether now owned or hereafter
acquired, including, without limitation, raw materials, work in process,
finished goods, consigned inventory, and materials used or consumed in business
and other goods held for sale or lease or furnished or to be furnished under
contracts of service;
(ii) accounts of the Borrower, whether now existing or hereafter
arising, including, without limitation, all accounts receivable and contract
rights and any rights to payment for goods sold or leased or for services
rendered which are not evidenced by an instrument or chattel paper, whether or
not such rights have been earned by performance;
(iii) equipment of the Borrower, whether now owned or hereafter
acquired, including, without limitation, machinery, trade and production
equipment, furniture, furnishings, fixtures, and all other goods used by the
Borrower which do not constitute inventory or farm products;
(iv) instruments (including, without limitation, negotiable
instruments and non-negotiable instruments), investment property (including,
without limitation, certificated securities, uncertificated securities, security
entitlements, securities accounts, commodity contracts and commodity accounts),
chattel paper, general intangibles (including, without limitation, income tax
refunds, copyrights, licenses, rights, patents, patent rights, franchise rights,
distributorship rights, trademarks, trademark rights, trade dress, formulae,
customer lists, goodwill, and trade secrets), and documents of title (including,
without limitation, bills of lading, dock warrants, dock receipts, and warehouse
receipts), all of the Borrower, whether now owned or existing or hereafter
arising or acquired;
(v) interests of the Borrower in goods or merchandise, whether now
owned or existing or hereafter arising or acquired, as to which an account
receivable has arisen; and
(vi) as to all of the foregoing (i) through (v) inclusive, cash
proceeds, non-cash proceeds and products thereof, additions and accessions
thereto, replacements and substitutions therefor, and all related books,
records, journals, computer print-outs and data, of the Borrower.
"Qualified Account Receivable": An account receivable which meets all
----------------------------
of the following requirements from the time it
-2-
comes into existence until it is collected in full -
(i) The account receivable has not been outstanding more than ninety
(90) days from the date of the invoice evidencing the account receivable. In the
event more than thirty (30%) percent of the accounts receivable from a single
account debtor or group of affiliated account debtors is more than ninety (90)
days outstanding from the date of the invoice, any and all accounts receivable
due from such single account debtor or group of affiliated account debtors shall
be deemed unqualified;
(ii) In the event the account receivable from the three largest
account debtors or group of affiliated account debtors is in excess of sixty
(60%) percent of total accounts receivable of the Borrower, that portion of such
aggregate accounts receivable in excess of such percentage shall not be a
Qualified Account Receivable for the purposes herein, unless credit insurance,
acceptable to the Lender, against such account receivables, has been assigned to
the Lender;
(iii) The account receivable arose out of an enforceable order or
contract for the performance of services by the Borrower, which have been fully
and satisfactorily performed, or from the absolute sale of goods by the Borrower
in which the Borrower had the sole and complete ownership, all in accordance
with such order or contract (including contracts in which payments are to be
made according to time and materials billing), and the goods have been shipped
or delivered to the account debtor, evidence of which the Borrower has delivered
or will deliver to the Lender, if requested by the Lender, such as invoices and
shipping and delivery receipts. Without limiting this paragraph, the account
receivable must have arisen from transactions with third parties located in the
United States of America, or otherwise where secured by a letter of credit
acceptable to the Lender;
(iv) The Borrower has sole and absolute title to the account
receivable, the account receivable is not subject to any prior or subsequent
Liens except for that of the Lender and the account receivable does not arise
out of an order or contract which, by its terms, forbids or makes void or
unenforceable the Liens thereon of the Lender;
(v) The Lender shall have a perfected security interest, first in
priority, upon the account receivable;
(vi) The Borrower has not received any note, trade acceptance, draft
or other instrument with respect to or in payment for the account receivable nor
any chattel paper with respect to the goods giving rise to the account
receivable, except such instruments or chattel paper of which the Borrower has
notified the Lender;
-3-
(vii) The account receivable is not subject to any set off,
counterclaim, defense, allowance or adjustment other than discounts for prompt
payment shown on the invoice, or to dispute, objection or complaint by the
account debtor concerning its liability on the account receivable, and the
goods, the sale of which gave rise to the account receivable, have not been
returned, rejected, lost or damaged, and the amount shown on the Borrower's
books and on any invoice or statement delivered to the Lender is owing to the
Borrower, and no partial payment has been made thereon by anyone;
(viii) The account receivable arose in the ordinary course of business
of the Borrower and no notice of bankruptcy, receivership, insolvency,
dissolution, termination of existence, credit impairment, or the like of the
account debtor, and no notice of death of the account debtor or any partner
thereof, has been received by the Borrower or the Lender;
(ix) The account debtor obligated on the account receivable is not a
Person which directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Borrower,
including, without limitation, any Subsidiary or Affiliate as to the Borrower
and the Borrower as to any Subsidiary or Affiliate;
(x) The Lender has not notified the Borrower that the account
receivable or account debtor is unsatisfactory in the sole discretion of the
Lender due to lack of creditworthiness of the account debtor; and
(xi) Any of the accounts receivable which arose out of contract(s)
with the United States of America, or its departments, agencies or
instrumentalities, of which the Borrower has notified the Lender and executed
any necessary writings in order that all money due or to become due under such
contracts shall be assigned to the Lender and proper notice of the assignment
given under the Federal Assignment of Claims Act.
For the purposes of this Section, "Qualified Unbilled Accounts Receivable"
shall mean Qualified Accounts Receivable that have not been invoiced, but all of
the work for such invoice has been performed and completed and is expected to be
billed within thirty (30) days of completion of such work.
4. Article I of the Loan Agreement, the terms "Commitment" and "Rating
Matrix", are hereby amended and changed to read as follows:
"Commitment" shall mean, at any particular time during the term of the
----------
Revolving Credit Facility, the principal amount of the Revolving Credit Facility
which the Lender has committed to make available to the Borrower, as said
principal amount may be permanently reduced by the Borrower pursuant to Section
-------
-4-
2.01(v) of this Loan Agreement. As of the date of the Amendment, the initial
-------
amount committed is $15,000,000.00.
"Rating Matrix" shall mean the following matrix upon which (i)
--------------
interest rates described in Section 2.02 hereof and (ii) certain fees described
------------
in Section 2.03 hereof are determined on the basis of the Borrower's
-------------
Consolidated Cash Flow Leverage Ratio:
(All Amounts Expressed in Basis Points)
Consolidated Cash Flow Applicable Applicable
Leverage Ratio Index Margin*
------------------------------------------------------------------
I less than 1.00 to 1 25.0 150.0
II less than 1.50 to 1 but
greater than or equal
to 1.00 to 1 25.0 175.0
III less than 2.00 to 1 but
greater than or equal
to 1.50 to 1 30.0 225.00
IV less than or equal to
2.50 to 1 but greater
than 2.00 to 1 35.0 250.00
* Any adjustment to the Eurodollar Rate Option as a result of a change to the
Consolidated Cash Flow Leverage Ratio shall not take effect until the first day
of the subsequent Fiscal Quarter following the receipt of the calculation of the
Consolidated Cash Flow Leverage Ratio from the Borrower. For the purposes of
this Amendment, pricing shall be established at Level IV hereinabove until
receipt and satisfactory review by Lender of the financial reports as required
by Article V of the Loan Agreement for the Fiscal Quarter ended June 30, 2000.
5. Article II of the Loan Agreement, Section 2.01(i) is hereby amended and
changed to read as follows:
"Section 2.01 Revolving Credit Facility.
-------------------------
(i) Availability. (a) Subject to the terms and conditions set forth in
------------
this Loan Agreement and provided no Event of Default shall have occurred and be
continuing, the Lender hereby agrees to make available to the Borrower from time
to time during the period from the Closing Date to the Business Day next
preceding the Revolving Credit Termination Date, revolving credit loans
(hereinafter each individually referred to as a "Revolving Credit Loan" and
collectively referred to as the "Revolving Credit Loans") in amounts which shall
not exceed, in the aggregate for all Revolving Credit Loans at any time
outstanding, the lesser of (i) the Commitment, or (ii) up to eighty (80%)
-5-
percent of the Qualified Accounts Receivable plus, until April 30, 2000, up to
twenty-five (25%) percent of Qualified Unbilled Accounts Receivable. Advances
against Qualified Unbilled Accounts Receivable shall at no time exceed
$2,000,000.00 in the aggregate and Qualified Unbilled Accounts Receivable shall
not be available for calculation of the borrowing formulas set forth herein
after April 30, 2000. The Revolving Credit Loans shall be evidenced by the
Amended and Restated Revolving Credit Loan Note. The Lender is hereby authorized
to record the date and amount of each Revolving Credit Loan made by the Lender
and the date and amount of each payment or prepayment of principal thereof made
by the Borrower on the schedule annexed to and constituting a part of the
Amended and Restated Revolving Credit Loan Note, and any such recordation shall
constitute prima facie evidence of the accuracy of the information so recorded.
At no time shall the aggregate outstanding Revolving Credit Loans exceed Fifteen
Million ($15,000,000.00) Dollars. If the outstanding amount of the Revolving
Credit Loans shall exceed the amount of the Revolving Credit Facility at any
time, such excess shall be immediately due and payable to the Lender and shall
be secured by the Collateral."
6. Article II of the Loan Agreement is hereby amended by adding new
Sections 2.12 and 2.13 as follows:
"2.12 Security Interest. In consideration of the Lender's granting to
-----------------
the Borrower the Revolving Credit Loans and Letters of Credit in accordance with
the terms and conditions of this Loan Agreement, the Borrower, to secure payment
and performance of all of the Obligations of the Borrower to the Lender, hereby
grants to the Lender a security interest in the Collateral, which security
interest shall remain in full force and effect until all of the Obligations of
the Borrower to the Lender are fully paid and satisfied.
2.13 Collateral and Proceeds of Collateral. The Lender hereby
-----------------------------------------
authorizes and permits the Borrower to receive all amounts due on the Collateral
from the account debtor thereof, as Lender's collection agent, but at Borrower's
own cost and expense subject to the direction and control of the Lender at all
times. Upon the occurrence and during the continuance of an Event of Default,
the Lender may terminate said authority and permission at any time."
7. Article IV of the Loan Agreement is hereby amended by adding new
Sections 4.04 and 4.05 as follows:
"4.04 Lender's Security Interest. The security interest granted by the
--------------------------
Borrower to the Lender is a valid and perfected security interest in the
Collateral and the Agreement is enforceable in accordance with its terms."
"4.05 Place of Business. (a) The Borrower's
-----------------
-6-
principal place of business and all other places of business and locations of
the Borrower's Collateral are as set forth on Schedule 4.05.
(b) Location of Collateral and Books and Records.
--------------------------------------------
(i) With the exception of lap-top computers owned by the
Borrower and utilized by its employees, all of the Collateral is located only at
the addresses set forth on Schedule 4.05.
(ii) All of the records of the Borrower relating to the
Collateral, and the other books, records, journals, orders, receipts and
correspondence of the Borrower, are located at only the principal place of
business and other places of business of the Borrower set forth in Schedule
4.05, except the corporate minute books and related records of the Borrower
which are or may be maintained at the office of the Borrower's counsel."
8. Article V of the Loan Agreement, Sections 5.02(i) and 5.02(ii) are
hereby amended by adding the following sentence at the end of each Section:
"Such information shall include a report prepared by management
stating in comparative form the corresponding figures from the consolidated
budget of the Borrower and Subsidiaries for such period."
9. Article V of the Loan Agreement, Section 5.02, is hereby amended by
adding new Subsections (xi), (xii), (xiii) and (xiv) as follows:
(xi) Financial Reporting Requirements.
--------------------------------
The Borrower shall deliver to the Lender the following:
(a) Upon each request for an advance under the Revolving
Credit Loan, a Borrowing Certificate;
(b) Within fifteen (15) days after the end of each calendar
month (commencing with the month in which this Amendment is executed and
continuing until all of the Obligations of the Borrower to the Lender are
satisfied) a Borrowing Certificate and an aging report, setting forth, in such
form as the Lender shall reasonably require, the amount or amounts due and owing
on, and aging of, the accounts receivable of the Borrower according to the books
and records of the Borrower as of the close of such preceding calendar month,
together with a reconciliation report satisfactory to the Lender showing all
sales, collections, payments and adjustments to accounts receivable on the
Borrower's books as of the close of the
-7-
preceding month.
(xii) Qualified Accounts Receivable. The Borrower shall not, to its
------------------------------
knowledge at such time, submit or represent to the Lender any account receivable
as a Qualified Account Receivable or Qualified Unbilled Accounts Receivable
which does not meet every requirement in every respect of a Qualified Account
Receivable or Qualified Unbilled Accounts Receivable, as the case may be, and
shall notify the Lender promptly, in writing, when any account receivable
against which a loan or advance was, or may be, made pursuant to Section 2.01(a)
ceases to meet any of those requirements.
(xiii) Additional Collateral.
---------------------
(a) The Borrower shall deliver to the Lender (i) all
instruments and chattel paper (including all executed copies thereof, except
such executed copies retained by the obligors thereunder) representing proceeds
of Collateral, and (ii) promptly at the Lender's request, all invoices, original
bills of lading, documents of title, original contracts, and any other writings
relating thereto, and other writings or evidence of performance of contracts or
evidence of shipment or delivery of the merchandise sold or services rendered in
connection therewith; and the Borrower shall deliver to the Lender, promptly at
the Lender's request, from time to time, additional copies of any or all of such
papers or writings, and such other information with respect to any of the said
Collateral and such schedules of accounts receivable and other writings, as the
Lender may in its sole discretion deem to be necessary or effectual to evidence
any loan made pursuant to this Agreement or to evidence, enforce or perfect the
Lender's security interest in the Collateral, to facilitate collection of the
Collateral, or to carry into effect the provisions and intent of this Agreement,
all at the sole expense of the Borrower.
(b) The Lender may from time to time in the Lender's sole
discretion hold and treat any deposits or other sums at any time credited by or
due from the Lender to the Borrower and any securities or other property of the
Borrower in possession of the Lender, whether for safekeeping or otherwise, as
collateral security for and apply or set off the same against any of the
Obligations of the Borrower to the Lender. Without limiting the generality of
the foregoing, if at any time the amount of the loans or advances by the Lender
as allowed by this Agreement shall be exceeded, the Borrower shall pay to the
Lender, in immediately available funds, the amount of such excess if the Lender
so requests, or the Lender may charge such amount against any deposit account of
the Borrower with the Lender.
(xiv) Accounts Relating to Contracts With the United States of
---------------------------------------------------------------
America. If any of the accounts, chattel paper, general intangibles or
-------
instruments constituting Collateral arise out of
-8-
contracts with the United States or any of its departments, agencies or
instrumentalities, the Borrower shall notify the Lender and execute any
necessary writings in order that all money due or to become due under such
contracts shall be assigned to the Lender and proper notice of the assignment
given under the Federal Assignment of Claims Act."
10. Article VI of the Loan Agreement, Section 6.05, is hereby amended by
adding the following to the end of the Section:
"The Borrower shall, and shall cause each domestic Corporate
Guarantor, to cause all such insurance policies to name the Lender as lender
loss payee and additional insured."
11. Article VII of the Loan Agreement, Section 7.02(ii) is hereby amended
and changed to read as follows:
"(ii) As used in this Section 7.02, a sale, other disposition or lease
of assets shall be deemed to cover a "substantial part" of the assets of the
Borrower and the Corporate Guarantors only if, on a pro forma basis, the net
book value of such assets when added to the net book value of all other assets
sold, otherwise disposed of or leased by the Borrower and the Corporate
Guarantors during any Fiscal Year of such sale, other disposition or lease, on a
consolidated basis exceeds five (5%) percent of the consolidated assets,
provided however, notwithstanding the foregoing, the Borrower may transfer its
assets pertaining to its internet business to SeraNova, Inc., a wholly-owned
Subsidiary of the Borrower and such transfer shall not be considered in
determining whether the five (5%) percent threshold above has been exceeded."
12. Article VII of the Loan Agreement, Section 7.04 is hereby amended and
changed by adding new subsection (viii) as follows:
"(viii) Debt due from SeraNova, Inc. which shall not exceed
$10,000,000.00 at any time.
13. Article VII of the Loan Agreement, Section 7.11 is hereby amended and
changed by adding new subsections (iv) and (v) as follows:
"(iv) Notwithstanding anything herein to the contrary, the Borrower
may execute and deliver to the Lender agreements of guaranty with respect to
credit extended by the Lender to SeraNova, Inc., a wholly-owned Subsidiary of
the Borrower.
(v) Contingent Obligations contemplated by the Loan Agreement as
amended by the Amendment."
14. Article VIII of the Loan Agreement, Sections 8.02 and
-9-
8.03 are hereby amended and changed to read as follows:
"8.02 Minimum Consolidated Net Worth. The Borrower shall maintain a
--------------------------------
Consolidated Net Worth of no less than the following amounts for the applicable
Fiscal Quarter:
Minimum
Fiscal Quarter Ended Consolidated Net Worth
-------------------- ----------------------
December 31, 1999 $45,950,000.00
March 31, 2000 $45,400,000.00
June 30, 2000 $47,800,000.00
September 30, 2000 $50,200,000.00
plus one hundred (100%) percent of net cash proceeds from the issuance by the
----
Borrower, if at all, of additional equity securities or other equity capital
investments after September 30, 1999.
Thereafter, the Borrower will not at any time permit its Consolidated Net Worth
to be less than an amount equal to the sum of (i) $50,200,000.00 plus (ii) fifty
----
(50%) percent of the positive Consolidated Net Income for the Fiscal Quarter
ending December 31, 2000, plus (iii) fifty (50%) percent of the positive
----
Consolidated Net Income for each Fiscal Year ending after December 31, 2000,
plus (iv) an amount equal to one hundred (100%) percent of net cash proceeds
----
from the issuance by the Borrower after September 30, 1999, of additional equity
securities or other equity capital investments.
8.03 Capital Expenditures. The Borrower shall not enter into any
---------------------
agreement to purchase and/or pay for, or become obligated to pay for capital
expenditures, long term leases, Capital Leases or sale lease-backs, in an amount
at any time outstanding aggregating in excess of $5,000,000.00 during any Fiscal
Year.
It is agreed and understood that for the Fiscal Quarters ended
December 31, 1999 through and including September 30, 2000 only, the Borrower
shall not be required to comply with the requirements of Sections 8.01, Maximum
Consolidated Cash Flow Leverage Ratio and 8.04, Minimum Fixed
Charge Coverage Ratio."
15. Article VIII of the Loan Agreement is hereby amended by adding new
Section 8.05 as follows:
"Section 8.05 Minimum Consolidated EBITDA. The Borrower shall maintain
---------------------------
a Consolidated EBITDA of no less than the following amounts for the applicable
Fiscal Quarter:
-10-
Fiscal Quarter Ended Minimum Consolidated EBITDA
-------------------- ---------------------------
December 31, 1999 ($750,000.00)
March 31, 2000 -0-
June 30, 2000 $4,500,000.00
September 30, 2000 and
each Fiscal Quarter thereafter $4,500,000.00
16. Article IX of the Loan Agreement, Section 9.02 is hereby amended by
adding new Subsections (iv) through (xi) as follows:
"(iv) Upon the occurrence and during the continuance of an Event of
Default, endorse the name of the Borrower upon any and all checks, drafts, money
orders and other instruments for the payment of monies which are payable to the
Borrower and constitute proceeds of the Collateral;
(v) Sign financing statements in the name of the Borrower, or file
financing statements without the Borrower's signature, in any relevant state to
perfect or maintain the Lender's security interest in any or all of the
Collateral;
(vi) The Lender shall have all of those rights and remedies provided
in the Loan Documents, in the Uniform Commercial Code and other applicable law
in force and effect in New Jersey from time to time;
(vii) Upon the occurrence and during the continuance of an Event of
Default, in protecting, exercising or enforcing its interests, rights or
remedies under this Agreement, receive, open and dispose of mail addressed to
the Borrower, provided that the Lender shall return to the Borrower all mail not
related to the Collateral or to any of the Obligations, and in connection
therewith, give such notice to any office or officials of the United States
Postal Service, or any successor thereof, to effect such changes of address as
the Lender may deem necessary so that all mail addressed to the Borrower may be
delivered directly to the Lender;
(viii) Require the Borrower to assemble the Collateral and make it
available at the principal place of business or other places of business of the
Borrower to allow the Lender to take possession or dispose of the Collateral;
(ix) Take possession of and sell or otherwise dispose of any or all of
the Collateral at public or private sale, and if notice of such sale or of other
action by the Lender is required by applicable law, the Borrower agrees that ten
(10) days notice to the Borrower shall be sufficient, which the Lender and the
Borrower herewith agree to be commercially reasonable;
(x) Subrogate to all of the Borrower's interests,
-11-
rights and remedies in respect to the Collateral, including the right to stop
delivery, and (upon notice from the Borrower that the account debtor has
returned, rejected, revoked acceptance of or failed to return the goods or that
the goods have been reconsigned or diverted) the right to take possession of and
to sell or dispose of the goods; and
(xi) The Lender may send a notice of assignment and/or notice of the
Lender's security interest to any and all account debtors or to any third party
holding or otherwise concerned with any of the Collateral, and thereafter the
Lender shall have the sole right to collect the accounts receivable and/or take
possession of the Collateral and the books and records relating thereto.
No remedy referred to herein is intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to above or otherwise
available to the Lender at law or in equity. The Lender shall be under no
obligation whatsoever to proceed first against the Collateral before proceeding
against any other of the Collateral. It is expressly agreed and understood that
all of the Collateral stands as equal security for all Obligations, and that the
Lender shall have the right to proceed against or sell any or all of the
Collateral in any order or simultaneously, as the Lender, in its sole
discretion, shall determine."
17. Upon execution of this Amendment, the Borrower shall pay the Lender an
amendment and waiver fee of $100,000.00 which shall be fully earned and
non-refundable upon receipt.
18. The Borrower shall pay on demand all reasonable legal fees, recording
expenses and other reasonable and necessary disbursements of the Lender incident
to the preparation, execution and delivery of this Amendment.
19. The Borrower acknowledges that its obligations to the Lender pursuant
to the Loan Agreement, as amended herein, are due and owing by the Borrower to
the Lender without any defenses, set-offs, recoupments, claims or counterclaims
of any kind as of the date hereof. To the extent that any such defenses,
set-offs, recoupments, claims or counterclaims may exist as of the date hereof,
the Borrower waives and releases the Lender from the same.
20. The Borrower hereby agrees with, reaffirms and acknowledges the
representations and warranties contained in the Loan Agreement. Furthermore, the
Borrower represents that the representations and warranties contained in the
Loan Agreement continue to be true and in full force and effect. This agreement,
reaffirmation and acknowledgment is given to the Lender by the Borrower without
defenses, claims or counterclaims of any kind. To the extent that any such
defenses, claims or
-12-
counterclaims against the Lender may exist, the Borrower waives and releases the
Lender from the same.
21. The Borrower ratifies and reaffirms all terms, covenants, conditions
and agreements contained in the Loan Agreement.
22. All other terms and conditions of the Loan Agreement, and any and all
Exhibits annexed thereto and all other writings submitted by the Borrower to the
Lender pursuant thereto, shall remain unchanged and in full force and effect.
23. This Amendment shall not constitute a waiver or modification of any of
the Lender's rights and remedies or of any of the terms, conditions, warranties,
representations, or covenants contained in the Loan Agreement, except as
specifically set forth above, and the Lender hereby reserves all of its rights
and remedies pursuant to the Loan Agreement and applicable law.
24. The failure of the Borrower to satisfy any of the terms and conditions
of this Amendment shall constitute an Event of Default under the Loan Agreement,
and the Lender shall be entitled to all of its rights and remedies under the
Loan Agreement and applicable law.
25. This Amendment may be executed in counterparts, each of which, when
taken together, shall be deemed to be one and the same instrument.
Executed on the date first written above.
WITNESS: INTELLIGROUP, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
▇▇▇▇ ▇▇▇▇▇▇▇,
Vice President