Exhibit 10.8(c)
THIRD AMENDMENT
TO CREDIT AGREEMENT
This Third Amendment dated as of December 30, 2002 to Credit Agreement
dated as of August 1, 2000, as amended, by and among iGate Capital Corporation,
a Pennsylvania corporation (the "Borrower"), PNC Bank, National Association, as
Agent, Swing Loan Lender, Issuing Bank, and Lender, National City Bank of
Pennsylvania, as a Lender, and Wachovia Bank N.A. (formerly known as "First
Union National Bank"), as a Lender.
WITNESSETH THAT:
WHEREAS, the Borrower, PNC Bank, National Association, as Agent, Swing
Loan Lender, Issuing Bank and Lender, National City Bank of Pennsylvania, as a
Lender, and First Union National Bank, as a Lender, are parties to a Credit
Agreement dated as of August 1, 2000, as amended by First Amendment to Credit
Agreement dated as of November 28, 2000, and as further as amended by the Second
Amendment to Credit Agreement dated as of September 30, 2001 (the "Credit
Agreement"); and
WHEREAS, the parties wish to amend the Credit Agreement in several
respects.
NOW, THEREFORE, the parties hereto, in consideration of the premises
and covenants contained herein and intending to be legally bound hereby, agree
as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings assigned to such terms in the Credit
Agreement.
2. Sale of Stock of eJiva, Inc. Notwithstanding any provision of the Loan
Documents (including without limitation the Pledge Agreement dated as of August
1, 2000 executed by Mastech Systems Corporation), Mastech Systems Corporation
may sell all of the capital stock of eJiva, Inc. to Mascot Systems Limited
("Mascot") for consideration of not less than $9,460,000 payable 50% in cash at
Closing and 50% in a one year term note issued by Mascot providing for equal
quarterly installment payments (the "Mascot Note").
3. Release of Liens/Security Agreement. Upon the execution hereof by all
Lenders and the Borrower, and satisfaction of all conditions in Section 7
hereof, (i) the Agent shall execute and file UCC-3 termination statements as may
be necessary to release any security interests created by eJiva, Inc. to secure
its obligations under the Loan Documents, and (ii) the Security Agreement dated
as of August 1, 2000 between eJiva, Inc. and the Agent for the benefit of the
Lenders shall terminate and be null and void.
4. Release of Subsidiary Guaranty Agreement. Upon the execution hereof by all
Lenders and the Borrower, and satisfaction of all conditions in Section 7
hereof, eJiva, Inc. shall automatically, without further action by any party, be
released and discharged of any and all obligations which eJiva, Inc. has or may
have under the Subsidiary Guaranty Agreement dated as of August 1, 2000 among
eJiva, Inc., and certain other Subsidiaries in favor of the Agent for the
benefit of the Lenders. This release shall not release or diminish the
obligations of the other parties under such Subsidiary Guaranty Agreement.
5. Release of Stock of eJiva, Inc. Upon the execution hereof by all the
Lenders and the Borrower and satisfaction of the conditions in Section 7 hereof,
the pledge of shares of capital stock of eJiva, Inc. by Mastech Systems
Corporation under the Pledge Agreement dated as of August 1, 2000 )(the "Mastech
Systems Pledge Agreement") made by Mastech Systems Corporation in favor of the
Agent for the benefit of the Lenders shall terminate and the Agent shall deliver
to Mastech Systems Corporation the stock certificates evidencing such shares.
This release shall not release or diminish the pledge of other securities under
the Mastech Systems Pledge Agreement.
6. Representations and Warranties. The Borrower represents and warrants to the
Agent and each Lender that the following statements are, and after giving effect
to this Third Amendment, will be, true and correct:
(a) except as described in the Supplemental Schedules attached hereto (the
"Supplemental Schedules"), all representations, warranties and covenants made by
the Borrower to the Lenders and the Agent that are set forth in the Credit
Agreement or any other Loan Document are true and correct on and as of the date
hereof with the same effect as though such representations, warranties and
covenants had been made on and as of the date hereof (except representations and
warranties which expressly relate solely to an earlier date and time, which
representations and warranties shall be true and correct on and as of the
specific dates and times referred to therein);
(b) to the Borrower's knowledge, no event or condition exists which with
the giving of notice or the passage of time, or both, would constitute a Default
or an Event of Default under any of the Loan Documents;
(c) the Supplemental Schedules attached hereto set forth all information
with respect to the Borrower and its Subsidiaries which must be amended or
updated from the disclosure schedules to the Credit Agreement in order to make
the representations and warranties of Borrower true and correct on the date
hereof (except representations and warranties which expressly relate solely to
an earlier date and time, which representations and warranties shall be true and
correct on and as of the specific dates and times referred to therein);
(d) the execution and delivery of this Third Amendment and the
consummation of the transactions contemplated hereby and by any other documents
executed by the Borrower required to be delivered to the Agent in connection
with this Third Amendment have been duly and validly authorized by the Borrower
and all such documents together constitute the legal, valid and binding
agreement of the Borrower, enforceable against the Borrower in accordance with
their respective terms, except to the extent that enforceability of any of such
documents may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforceability of creditors' rights
generally or limiting the right of specific performance; and
(e) Pursuant to the Security Documents and as further described in the
Security Documents, the Agent, for the benefit of the Lenders, has held, since
the execution of each such Security Document, and will continue to hold,
pursuant to the Security Document, a first priority perfected security interest
in all of the collateral described therein and in the proceeds of the
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foregoing. The liens and security interests held by the Agent, for the benefit
of the Lenders under the Security Documents are free and clear of any and all
liens, charges, security interests and encumbrances except those in favor of the
Agent for the benefit of the Lenders; and
(f) The recitals of this Agreement are valid, accurate, complete, true and
correct and are hereby incorporated by reference and made a part of this
Agreement.
7. Conditions. This Third Amendment shall be conditioned on:
(a) the execution and delivery of this Third Amendment by the Borrower,
the Agent and the Lenders;
(b) Secretary's Certificates; Resolutions; Incumbency.
Delivery to the Agent of a certificate of the Secretary or Assistant
Secretary of the Borrower:
(i) the names, offices and true signatures of the officers of it, the
Borrower authorized to execute, deliver and perform, as
applicable, this Agreement and all other Loan Documents to be
delivered hereunder; and
(ii) copies of resolutions of the board of directors authorizing the
execution, delivery and performance by the Borrower of the Loan
Documents to be executed or delivered by it hereunder.
(c) Organization Documents and Good Standing.
Delivery to the Agent of each of the following documents:
(i) a certificate of the secretary of Borrower that no change has
occurred in its By-Laws since August 1, 2000 and that no change
has occurred in its Articles of Incorporation since November 28,
2000; and
(ii) a good standing certificate for the Borrower from the Secretary
of State (or similar, applicable Governmental Authority) of its
state of organization as of a recent date.
(d) Delivery of Mascot Note
(i) Delivery to the Agent of the original Mascot Note with an allonge
executed in blank, and
(ii) written acknowledgement in form satisfactory to the Agent whereby
Mastech Systems Corporation acknowledges that the Agent holds the
Mascot Note as additional collateral under the Mastech Systems
Pledge Agreement.
(d) Proforma Certificates
(i) Delivery to the Agent of a proforma Compliance Certificate as of
September
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30, 2002 reflecting the proforma elimination of eJiva, Inc., and
(ii) a proforma Borrowing Base Certificate as of a date not earlier
than December 2, 2002 reflecting the proforma elimination of
eJiva, Inc. from the Borrowing Base.
(e) Amendment Fee Receipt by Agent on behalf of to the Lenders of an
Amendment Fee of $30,000 ($10,000 per Lender).
8. Extent of Amendment and Waiver. Except as expressly described
above, this Third Amendment shall not constitute (a) a modification or an
alteration of any of the terms, conditions or covenants of the Credit Agreement
or any other Loan Document, all of which remain in full force and effect, or (b)
a waiver, release or limitation upon the Agent or any Lender's exercise of any
of its rights and remedies thereunder, all of which are hereby expressly
reserved. This Third Amendment shall not relieve or release the Borrower or any
Loan Party in any way from any of its respective duties, obligations, covenants
or agreements under the Credit Agreement or the other Loan Documents or from the
consequences of any Event of Default thereunder, except as expressly described
above. This Waiver shall not obligate the Agent or any Lender, or be construed
to require the Agent or any Lender to waive any other Events of Default whether
now existing or which may occur after the date of this waiver.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed and delivered this Third Amendment as of the day and year first set
forth above.
WITNESS: iGATE CAPITAL CORPORATION
By: By:
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Title:
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PNC BANK, NATIONAL
ASSOCIATION,
as Agent, Swing Loan Lender,
Issuing Bank and Lender
By:
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Title:
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XXXXXXXX XXXX XXXX XX
XXXXXXXXXXXX, as Lender
By:
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Title:
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WACHOVIA BANK N.A.,
as Lender
By:
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Title:
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