Revolving Credit Loan Agreement [Amendment No. 2] - Intelligroup Inc., SeraNova Inc. and PNC NA
SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
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THIS SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (the "Amendment")
is made as of this 1st day of January, 2000, by and between INTELLIGROUP, INC.,
a New Jersey corporation and SERANOVA, INC., a New Jersey corporation
(collectively, the "Borrower") and PNC BANK, NATIONAL ASSOCIATION, a national
banking association (the "Lender").
WHEREAS, Intelligroup, Inc. and the Lender are parties to a certain
Revolving Credit Loan Agreement dated January 29, 1999 as amended (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, SeraNova, Inc. is a corporation affiliated to and with common
interests with Intelligroup, Inc. and wishes to avail itself of certain of the
financial accommodations available to Intelligroup, Inc. pursuant to the Loan
Agreement and to become a co-borrower under the Loan Agreement with
Intelligroup, Inc.; 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.(a) Assumption of Loan Agreement. SeraNova, Inc. hereby assumes and
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accepts as a joint and several obligor, all of the Obligations, covenants, terms
and conditions of the Loan Agreement in the same manner and to the same extent
as Intelligroup, Inc. and agrees to pay all sums due pursuant to the Loan
Agreement in the manner and at the times set forth therein.
(b) No Release of Intelligroup, Inc. It is hereby agreed and
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understood that SeraNova, Inc.'s acceptance of the Obligations as herein set
forth does not diminish or release and shall not in any way affect any of the
Obligations, duties or liabilities of Intelligroup, Inc. to the Lender.
2. As used in any Loan Document, the term "Borrower" is hereby amended
and changed to include SeraNova, Inc., a New Jersey corporation, with offices
located at 499 Thornall Street, Edison, New Jersey 08837 as a co-borrower.
"Borrower" shall mean individually and collectively SeraNova, Inc. and
Intelligroup, Inc., jointly and severally, as the context shall require.
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3. The term "Revolving Credit Facility" in the first recital of the
Loan Agreement is hereby amended and changed from "up to Fifteen Million
($15,000,000.00) Dollars" to "up to Fifteen Million ($15,000,000.00) Dollars in
the aggregate with a sublimit of up to Ten Million ($10,000,000.00) Dollars
available to SeraNova, Inc."
4. Article I of the Loan Agreement, the term "Commitment" is hereby
amended and changed to read as follows:
"Commitment" shall mean, at any particular time during the term of
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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 2.01(v) of this Loan Agreement. As of the date of the Amendment, the
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initial amount committed is $15,000,000.00 with a sublimit of up to Ten Million
($10,000,000.00) Dollars to be made available to SeraNova, Inc.
5. Article II of the Loan Agreement, Section 2.01(i) is hereby amended
and changed by adding the following to the end of said Section 2.01(i):
"It is agreed and understood that notwithstanding anything to
the contrary contained in this Section, SeraNova, Inc. shall at no time
have aggregate outstanding Revolving Credit Loans in excess of Ten Million
($10,000,000.00) Dollars."
6. Article VI of the Loan Agreement, Section 6.10 is hereby amended to
read as follows:
"Section 6.10 Additional Corporate Guarantors. Excluding SeraNova,
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Inc., the Borrower shall cause each domestic and foreign operating (i)
Majority Owned Subsidiary or (ii) Affiliate in which the Borrower is the
owner (whether legal or beneficial and whether direct or indirect) of at
least fifty percent (50%) or more of the authorized, issued and
outstanding common stock of said Affiliate, or other form of ownership
interest in the event the Affiliate is not a corporation, which is
acquired or formed after the Closing Date, to enter into and execute the
Agreement of Guaranty, thereby becoming a Corporate Guarantor. Schedule
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6.10 contains a current list of Corporate Guarantors as of January 29,
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1999."
7. Article VI of the Loan Agreement is hereby amended and changed by
adding new Section 6.13 as follows:
"Section 6.13 SeraNova Inc. Spinoff. It is agreed and
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understood that as of the date of the Amendment, Intelligroup, Inc.
owns one hundred (100%) percent of the
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issued and outstanding capital stock of SeraNova, Inc. In the event
Intelligroup, Inc. requests and the Lender approves of a Change in Control
of the ownership of SeraNova, Inc., all Obligations due hereunder shall, at
the option of the Lender, become immediately due and payable."
8. Article VII of the Loan Agreement, Section 7.04 is hereby amended
by deleting subsection (viii) in its entirety with no material to be placed in
its stead.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. Each "Borrower" shall be jointly and severally liable hereunder
without regard to which receives the proceeds of the Revolving Credit Loans.
Each Borrower expects to derive economic advantage from each Revolving Credit
Loan made hereunder.
15. 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.
16. This Amendment may be executed in counterparts, each of which, when
taken together, shall be deemed to be one and the same instrument. Delivery of
an executed counterpart of a
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signature page of this Amendment by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment.
Effective as of the 1st day of January, 2000.
WITNESS: INTELLIGROUP, INC.
/s/ Edward S. Carr By: /s/ Nicholas Visco
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Edward S. Carr VP Finance & CFO
SERANOVA, INC.
/s/ Edward S. Carr By: /s/ Raj Koneru
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Edward S. Carr
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Gary Wessels
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Gary Wessels,
Vice President
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