EXHIBIT 10.12
AMENDMENT TO CREDIT AGREEMENT
This agreement is dated as of August 23, 2005 by and between Syntel, Inc. (the
"Borrower") and JPMorgan Chase Bank, N.A. (the "Bank"), and its successors and
assigns. The provisions of this agreement are effective on the date that this
agreement has been executed by all of the signers and delivered to the Bank
("Effective Date").
WHEREAS, the Borrower and the Bank entered into a credit agreement dated October
15, 2002, as amended (if applicable) (the "Credit Agreement"); and
WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth below;
NOW, THEREFORE, in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms not defined herein shall have the meaning
ascribed in the Credit Agreement.
2. MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as
follows:
2.1 From and after the Effective Date, the provision in the Credit
Agreement under Section 1.2 captioned "Facility A (Line of Credit)" is
hereby amended and restated to read as follows:
1.2 FACILITY A (LINE OF CREDIT). The Bank has approved a credit
facility to the Borrower in the principal sum not to exceed
$15,000,000.00 in the aggregate at any one time outstanding
("Facility A"). Credit under Facility A shall be repayable as set
forth in a Line of Credit Note dated August 19, 2004, and any
renewals, modifications or extensions thereof. The proceeds of
Facility A shall be used for the following purpose: working
capital.
LETTER OF CREDIT SUB-LIMIT. At any time the Borrower is entitled
to an advance under Facility A, the Bank agrees to issue letters
of credit for the account of the Borrower in an amount not in
excess of the maximum advance that the Borrower would then be
entitled to obtain under Facility A, provided that (a) the
aggregate maximum amount which is drawn and remains unreimbursed
under all letters of credit plus the aggregate maximum available
amount which may be drawn under all letters of credit which are
outstanding at any time, including without limitation all letters
of credit issued for the account of the Borrower which are
outstanding on the date of the Line of Credit Note, shall not
exceed $5,000,000.00, (b) the issuance of any letter of credit
with an expiration date beyond the maturity date of the Line of
Credit Note shall be entirely at the discretion of the Bank, (c)
any letter of credit shall be a standby letter of credit and the
form of the requested letter of credit shall be satisfactory to
the Bank, in the Bank's sole discretion, and (d) the Borrower
shall have executed an application and reimbursement agreement
for any letter of credit in the Bank's standard form. While any
letter of credit is
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outstanding, the maximum amount of advances that may be
outstanding under the Line of Credit Note shall be automatically
reduced by the maximum amount available to be drawn under any and
all such letters of credit plus the aggregate of the amounts
which have been drawn and remain unreimbursed under all letters
of credit. The Borrower shall pay the Bank a fee for each standby
letter of credit that is issued, calculated at the rate of 1.00%
per annum of the original maximum amount available of such
standby letter of credit, with such fee being calculated on the
basis of a 360-day year and the actual number of days in the
period during which the standby letter of credit will be
outstanding; provided, however, that such fee shall not be less
than $500.00 for each letter of credit. No credit shall be given
for fees paid due to early termination of any letter of credit.
The Borrower shall also pay the Bank's standard transaction fees
with respect to any transactions occurring on an account of any
letter of credit. Each fee shall be payable when the related
letter of credit is issued, and transaction fees shall be payable
upon completion of the transaction as to which they were charged.
All fees may be debited by the Bank to any deposit account of the
Borrower carried with the Bank without further authority and, in
any event, shall be paid by the Borrower within ten (10) days
following billing.
3. RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and
the Credit Agreement shall remain in full force and effect as modified
herein.
4. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the representations and warranties contained in the
Credit Agreement are true and correct in all material respects as of the
date of this agreement, (b) no condition, act or event which could
constitute an event of default under the Credit Agreement or any promissory
note or credit facility executed in reference to the Credit Agreement
exists, and (c) no condition, event, act or omission has occurred, which,
with the giving of notice or passage of time, would constitute an event of
default under the Credit Agreement or any promissory note or credit
facility executed in reference to the Credit Agreement.
5. FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket
disbursements incurred by the Bank in connection with this agreement,
including legal fees incurred by the Bank in the preparation, consummation,
administration and enforcement of this agreement.
6. EXECUTION AND DELIVERY. This agreement shall become effective only after it
is fully executed by the Borrower and the Bank.
7. ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date
of this agreement it has no offsets with respect to all amounts owed by the
Borrower to the Bank arising under or related to the Credit Agreement on or
prior to the date of this agreement. The Borrower fully, finally and
forever releases and discharges the Bank and its successors, assigns,
directors, officers, employees, agents and representatives from any and all
claims, causes of action, debts and liabilities, of whatever kind or
nature, in law or in equity, of the Borrower, whether now known or unknown
to the Borrower, which may have arisen in connection with the Credit
Agreement or the actions or omissions of the Bank related to the Credit
Agreement on or prior to the date hereof. The Borrower acknowledges and
agrees that this agreement is
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limited to the terms outlined above, and shall not be construed as an
agreement to change any other terms or provisions of the Credit Agreement.
This agreement shall not establish a course of dealing or be construed as
evidence of any willingness on the Bank's part to grant other or future
agreements, should any be requested.
8. NOT A NOVATION. This agreement is a modification only and not a novation.
Except for the above-quoted modification(s), the Credit Agreement, any loan
agreements, credit agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments,
guaranties, instruments or documents executed in connection with the Credit
Agreement, and all the terms and conditions thereof, shall be and remain in
full force and effect with the changes herein deemed to be incorporated
therein. This agreement is to be considered attached to the Credit
Agreement and made a part thereof. This agreement shall not release or
affect the liability of any guarantor of any promissory note or credit
facility executed in reference to the Credit Agreement or release any owner
of collateral granted as security for the Credit Agreement. The validity,
priority and enforceability of the Credit Agreement shall not be impaired
hereby. To the extent that any provision of this agreement conflicts with
any term or condition set forth in the Credit Agreement, or any document
executed in conjunction therewith, the provisions of this agreement shall
supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement.
Borrower: Syntel, Inc.
By: /S/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx CEO
Printed Name Title
Date Signed: August 26, 2005
By: /S/ X. X. Xxxxxx
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X.X. Xxxxxx V.P. Finance
Printed Name Title
Date Signed: August 26, 2005
Bank:
JPMorgan Chase Bank, N.A.
By: /S/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx SVP
Printed Name Title
Date Signed: August 26, 2005
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