EXHIBIT 10.9
AMENDMENT TO CREDIT AGREEMENT
This agreement is dated as of August 25, 2003, to be effective as of August 31,
2003 by and between Syntel, Inc. (the "Borrower") and Bank One, NA, with its
main office in Chicago, IL (the "Bank"), and its successors and assigns.
WHEREAS, the Borrower and the Bank entered into a credit agreement dated August
31, 2003, 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, Section 4.5 is hereby amended and
restated as follows:
4.5 Financial Reports. Furnish to the Bank whatever information, books and
records the Bank may reasonably request, including at a minimum:
A. Via either the XXXXX System or its Home Page, within one hundred
eighty (180) days after the filing of its Annual Report on Form 10-K
for the fiscal year then ended with the Securities and Exchange
Commission, but no event later than one hundred eighty (180) days
after the end of such fiscal year, the financial statements for such
fiscal year as contained in such Annual Report on Form 10-K and, as
soon as it shall become available, the annual report to shareholders
of the Borrower for the fiscal year then ended.
B. Via either the XXXXX System or its Home Page, within forty-five
(45) days after the filing of its Quarterly Report on Form 10-Q for
the fiscal quarter then ended with the Securities and Exchange
Commission, but no event later than forty-five (45) days after the end
of such fiscal quarter, copies of the financial statements for such
fiscal quarter as contained in such Quarterly Report on Form 10-Q,
and, as soon as it shall become available, a quarterly report to
shareholders of the Borrower for the fiscal quarter than ended.
C. Via either the XXXXX System or its Home Page, promptly after the
same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or
any subsidiary with the Securities and Exchange Commission or any
governmental authority succeeding to any or all of the functions of
said Commission.
If for any reason the XXXXX System and/or its Home Page are not
available to the Borrower as is required for making available the
financial statements or reports referred to above, the Borrower shall
then furnish a copy of such financial statements or reports to the
Bank.
For the purposes of this section, "XXXXX System" means the Electronic
Data Gathering Analysis and Retrieval System owned and operated by the
United States Securities and Exchange Commission or any replacement
system, and "Home Page" means the Borrower's corporate home page on
the World Wide Web accessible through the Internet via the universal
resource locator (URL) identified as "xxxx://xxx.xxxxxxxxx.xxx" or
such other universal resource locator that the Borrower shall
designate in writing to the Bank as its corporate home page on the
World Wide Web.
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 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 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/ X. X. Xxxxxx
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R. S. Xxxxxx Xx. Director, Treasury
Printed Name Title Date Signed:
08.30.2003
Bank:
Bank One, NA,
with its main office in Chicago, IL
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx Vice President
Printed Name Title
Date Signed: 08.29.2003
