EXHIBIT 10.8(b)
Execution Copy
SECOND AMENDMENT
TO CREDIT AGREEMENT
This Second Amendment dated as of September 30, 2001 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 First Union National Bank, as a
Lender.
W I T N E S S E T H T H A T:
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, (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
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shall have the respective meanings assigned to such terms in the Credit
Agreement.
(a) Amended Definitions. The following definitions in the Credit Agreement
are hereby amended and restated as follows:
"Borrowing Base" shall mean the sum of (a) Pledged Cash and Cash
Equivalents plus (b) 85% (the "Advance Rate") of Qualified Accounts
but in no case shall the Borrowing Base exceed the lesser of (x)
$50,000,000 or (y) two times Pledged Cash and Cash Equivalents,
provided that at such time as Qualified Accounts are divested or
contributed as part of a Designated Section 7.05(v) Disposition, the
Advance Rate will automatically adjust as follows:
Qualified Accounts Divested or Contributed Advance Rate
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Greater than $1 and less than $3,000,000 80%
Between $3,000,001 and $8,000,000 65%
Between $8,000,001 and $10,000,000 50%
"Expiration Date" shall mean July 31, 2003.
"GE Capital Agreement" shall the Note Purchase Agreement dated as
of July 22, 1999 by and between the Borrower and GE Capital Equity
Investments, Inc., as such agreement may be amended from time to
time.
(b) Definition of Qualified Accounts.
(i) Subsection (n) of the definition of Qualified Accounts is hereby
amended and restated as follows:
(n) The Account has not been outstanding for more than 90 days
past the invoice date and is not subject to "dating" terms.
(ii) The definition of Qualified Accounts is hereby amended to add
new subsection (w) as follows:
(w) Accounts held by itiliti, Inc. (f/k/a Ex-Tra-Net
Applications, Inc.) shall not be considered Qualified
Accounts.
(c) New Definitions. Section 1.01 of the Credit Agreement is hereby
amended to add the following definition in appropriate alphabetical order:
"Consolidated Income from Operations" shall mean the income from
operations, before (i) depreciation, amortization and one-time items
related to impairment of goodwill in accordance with SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets to Be Disposed
Of", effective for the Borrower through December 31, 2001, or if
subsequent to December 31, 2001, SFAS No. 142 "Goodwill and
Other Intangible Assets", effective for the Borrower January 1, 2002,
(ii) other one-time gains and losses not related to operations and
(iii) taxes, of Borrower and its consolidated Subsidiaries, with the
exception of Mascot Systems Private Limited, determined on a
consolidated basis in accordance with GAAP.
"Designated Section 7.05(v) Disposition" shall have the meaning
ascribed to it in Section 7.05(v).
"Joint Venture Contribution" shall mean the contribution (excluding
contributions and investments permitted by Section 7.03 or Section
7.05(other than those contributions which otherwise meet the terms of
this definition and are included in Section 7.05(v)) by the Borrower
or one of its Subsidiaries (the "Contributing Entity") of assets to an
entity (the "Receiving Entity") in exchange for an equity interest in
such entity provided (i) the nature of the equity investment and the
contractual arrangements between the Contributing Entity and the
Receiving Entity
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shall be such that the Contributing Entity shall have no obligations
with respect to the debts, obligations or liabilities of the Receiving
Entity (e.g. general partnership, proprietorship, and similar
interests would not qualify), and (ii) that for purposes of
calculating the amount of a Joint Venture Contribution any commitment
on the part of the Contributing Entity to make further contribution to
the Receiving Entity shall be deemed to be a Joint Venture
Contribution at the time such commitment arises rather than the time
such commitment is fulfilled.
"Second Amendment" shall mean the Second Amendment to Credit Agreement
dated as of September 30, 2001 among the Borrower, the Agent and the
Lenders.
2. Section 2.23. Section 2.23 of the Credit Agreement is hereby deleted.
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3. Section 7.02. Section 7.02 of the Credit Agreement is hereby amended to add
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the following sentence at the end:
Effective September 30, 2001, the provisions of this Section 7.02
shall not be applicable to itiliti, Inc.
4. Section 7.03. Section 7.03 of the Credit Agreement is hereby amended to
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delete the period at the end of Section 7.03(h), to insert in lieu thereof ",
and" and to add new subsection (i) as follows:
(i) subject to the limitations set forth in Section 7.05(v),
investments constituting Joint Venture Contributions.
5. Section 7.04. Section 7.04 of the Credit Agreement is hereby amended to
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add the word "and" immediately following subsection (c) and to add new
subsection (d) as follows:
(d) itiliti, Inc. may be liquidated at any time.
6. Section 7.05(v). Section 7.05(v) is hereby amended and restated as follows:
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(v) excluding those specifically excepted pursuant to clauses (i)
through (iv) above, any sale, transfer, lease, or Joint Venture
Contribution of assets, (each a "Designated Section 7.05(v)
Disposition"), which (A) together with other Designated Section
7.05(v) Dispositions does not dispose of assets of more than
$10,000,000, and (B) with respect to any single sale, transfer, lease,
or Joint Venture Contribution of assets with a fair market value in
excess of $100,000, is preceded by delivery to the Agent, for
redelivery to the Lenders, at least three (3) Business Days before
such sale, transfer or lease, of a certificate which (1) states such
sale, transfer, lease or Joint Venture Contribution will not violate
any covenant of this Agreement, (2) establishes that, on a pro forma
basis after taking into account such sale, transfer, lease or Joint
Venture Contribution, the Borrower is in compliance with the financial
covenants set forth in Section 7.13, and (3) includes a new Borrowing
Base Certificate prepared after giving effect to such sale,
transfer or lease; or
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7. Sections 7.05(vi) and 7.05(vii). Section 7.05 is hereby amended to add new
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Sections 7.05(vi) and 7.05(vii) as follows:
(vi) itiliti, Inc. (formerly known as "Ex-tra-net Applications, Inc.)
may sell capital stock to one or more investors from time to time
provided that no Loan Party may loan funds to or make additional
investments in itiliti, Inc. on or after September 30, 2001, except
for a single loan (which loan may occur on, before or after September
30, 2001) of up to $500,000 to be made by the Borrower to itiliti,
Inc. to be evidenced by a convertible promissory note containing terms
acceptable to the Agent (which note shall be pledged and delivered to
the Agent for the benefit of the Lenders under the Pledge Agreement
executed by the Borrower), and
(vii) Global Financial Services of Nevada, Inc. may sell assets
which is owns (excluding cash) in one or more transactions after
September 30, 2001, provided that no Loan Party may loan funds to or
make additional investments in Global Financial Services of Nevada,
Inc. on or after September 30, 2001.
8. Section 7.12. Section 7.12 of the Credit Agreement is amended to add the
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following sentence to the end of Section 7.12 as follows:
Notwithstanding the foregoing, advance notice of any amendment of the
certificate or articles of incorporation of a Loan Party (other than
the Borrower), the purpose of which is solely to change the corporate
name of such Loan Party, shall not be required, and the Borrower shall
provide notice to the Agent of any such name change within ten (10)
days of the effective date thereof.
9. Section 7.13. Section 7.13 of the Credit Agreement is amended to add new
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subsection (d) as follows:
(d) Minimum Consolidated Income from Operations. The Borrower shall
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not permit Consolidated Income from Operations for any fiscal quarter,
as determined at the end of such quarter, to be less than the
applicable amount designated below:
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Minimum Consolidated
Quarter Ended Income from Operations
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June 30, 2001 ($1,500,000)
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September 30, 2001 ($500,000)
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December 31, 2001 ($100,000)
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March 31, 2002 $ 0
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June 30, 2002 $ 500,000
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September 30, 2002 $ 1,000,000
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December 31, 2002 and thereafter $ 1,500,000
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10. Release of Liens/Security Agreement. Upon the execution hereof by all
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Lenders, (i) the Administrative Agent shall execute and file UCC-3 termination
statements as may be necessary to release any security interests created by
itiliti, Inc. to secure its obligations under the Loan Documents, and (ii) the
Security Agreement dated as of August 1, 2000 between itiliti, Inc. (f/k/a Ex-
Tra-Net Applications, Inc.) and the Agent for the benefit of the Lenders shall
terminate and be null and void.
11. Release of Subsidiary Guaranty Agreement. Upon the execution hereof by all
-----------------------------------------
Lenders and the Borrower, itiliti, Inc. shall automatically, without further
action by any party, be released and discharged of any and all obligations which
itiliti, Inc. has or may have under the Subsidiary Guaranty Agreement dated as
of August 1, 2000 among itiliti, 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.
12. Acknowledgement of Payment. The Agent and the Lenders hereby acknowledge
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that upon execution of this Second Amendment, the Borrower make a $10,000,000
prepayment of principal to GE Capital Equity Investments, Inc. under the GE
Capital Agreement and shall reduce the maximum availability under the GE Capital
Agreement to $10,000,000. Schedule 7.01 to the Credit Agreement is amended to
add the following sentence at the end of the first paragraph:
The outstanding principal shall be reduced to $10,000,000 upon the
execution of the Second Amendment to Note Purchase Agreement.
13. Representations and Warranties. The Borrower represents and warrants to
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the Agent and each Lender that the following statements are, and after giving
effect to this Second 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);
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(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 Second 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 Second 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 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.
14. Conditions. This Second Amendment shall be conditioned on:
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(a) the execution and delivery of this Second Amendment by the Borrower,
the Agent and the Lenders;
(b) Secretary's Certificates; Resolutions; Incumbency.
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A certificate of the Secretary or 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.
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(c) Organization Documents and Good Standing.
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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.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed and delivered this Second Amendment as of the day and year first set
forth above.
WITNESS: iGATE CAPITAL CORPORATION
By: ______________________________ By: ________________________________
Title: _____________________________
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PNC BANK, NATIONAL
ASSOCIATION,
as Agent, Swing Loan Lender, Issuing Bank
and Lender
By: ________________________________
Title: _____________________________
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XXXXXXXX XXXX XXXX XX
XXXXXXXXXXXX, as Lender
By: ________________________________
Title: _____________________________
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XXXXX XXXXX XXXXXXXX XXXX,
as Lender
By: ________________________________
Title: _____________________________
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SUPPLEMENTAL SCHEDULES
SECOND AMENDMENT TO CREDIT AGREEMENT
These Supplemental Schedules supplement, as of September 30, 2001, the schedules
attached to the Credit Agreement dated as of August 1, 2000 by and among iGate
Capital Corporation as borrower, the financial institutions party thereto as
lenders, and PNC Bank, National Association, as Agent, Swing Loan Lender and
Issuing Bank, as amended by the First Amendment to Credit Agreement dated as of
, 2000 ("Credit Agreement"). Capitalized terms used but not defined herein have
the meanings given to them in the Credit Agreement as amended by the Second
Amendment to Credit Agreement dated as of September 30, 2001.
SCHEDULE 1.01(a) LENDERS
PNC Bank, National Association, as Agent
National City Bank of Pennsylvania, as Lender
First Union National Bank, as Lender
SCHEDULE 3.02
DOMESTIC SUBSIDIARIES THAT ARE NOT SUBSIDIARY GUARANTORS
Global Financial Services of Nevada
iGate Capital Management, Inc.
iGate Management, Inc.
Quantum Group, Inc.
RedBrigade, Inc. (f/k/a iGate Europe, Inc.)
SCHEDULE 4.02
ORGANIZATION AND QUALIFICATION
The jurisdiction in which each Subsidiary is incorporated or otherwise
organized is set forth on Schedule 4.03, and each Subsidiary is in good standing
in the jurisdiction in which it is incorporated or otherwise organized.
Chen & XxXxxxxx, Inc. is authorized to conduct business in Colorado,
Massachusetts, Missouri, New Jersey and Texas .
Emplifi, Inc. is authorized to conduct business in each of the states of
the United States except for Illinois, Massachusetts, Minnesota, Missouri,
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Nevada, Rhode Island, South Dakota and Wisconsin.
eJiva, Inc. is authorized to conduct business in each of the states of the
United States.
Highgate Venture Partners I, L.P. (f/k/a iGate Venture Partners I, L.P.) is
authorized to conduct business in Connecticut and Pennsylvania.
Highgate Ventures I, L.P. (f/k/a iGate Ventures I, L.P.) is authorized to
conduct business in Connecticut and Pennsylvania.
iGate Management, Inc. is authorized to conduct business in California,
Connecticut and Oregon..
itiliti, Inc. is authorized to conduct business in California, Connecticut,
Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York,
North Carolina, Texas and Wisconsin.
Mascot Systems Limited is authorized to conduct business in Ohio and
Pennsylvania.
Mastech Application Services, Inc. is authorized to conduct business in
each of the states of the United States except for North Dakota and Rhode
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Island.
Mastech Systems Corporation is authorized to conduct business in each of
the states of the United States except for Michigan, North Dakota and Wyoming.
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MobileHelix, Inc. is authorized to conduct business in the Commonwealth of
Virginia.
Symphoni Holdings, Inc. is authorized to conduct business in Pennsylvania.
Symphoni Interactive, LLC is authorized to conduct business in Arizona,
California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts,
Michigan, Minnesota, Missouri, Montana, New Jersey, New Mexico, New York, North
Carolina, Ohio, Oklahoma, Texas, Virginia, Washington, Washington D.C. and
Wisconsin.
SCHEDULE 4.01
CAPITALIZATION
The following information is provided as of September 30, 2001.
Options:
Shares reserved for issuance upon
exercise of options to be granted: 5,212,626
Shares subject to outstanding options: 3,341,367
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TOTAL: 8,553,993
Conversion Rights:
872,143 exchangeable non-voting shares of Quantum Information
Resources Ltd. are currently outstanding, which shares may be converted into
shares of Common Stock of the Borrower at any time prior to June 1, 2002 for an
amount equal to (a) the 20-day trailing average closing price of the Borrower's
Common Stock on the NASDAQ National Market plus (b) an additional amount equal
to the amount by which the declared and unpaid dividends of one Exchangeable
Share then exceed the amount of declared and unpaid dividends on one share of
the Borrower's Common Stock.
SCHEDULE 4.03
SUBSIDIARIES AND OTHER OWNERSHIP INTERESTS
SUBSIDIARIES
Jurisdiction of
Incorporation/Organization
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Chen & XxXxxxxx California
Direct Resources Scotland, Inc. Scotland
eJiva, Inc.* Pennsylvania
Emplifi, Inc. Pennsylvania
itiliti, Inc. (f/k/a Ex-tra-Net Applications, Inc.) Pennsylvania
Global Financial Services of Nevada Nevada
iGate Capital Management, Inc. Pennsylvania
RedBrigade Limited United Kingdom
RedBrigade Holdings Limited United Kingdom
RedBrigade Europe Limited United Kingdom
RedBrigade, Inc. (f/k/a iGate Europe, Inc.) Pennsylvania
RedBrigade Finland Oy Finland
RedBrigade SA Proprietary Limited South Africa
RedBrigade SW AB Sweden
RedBrigade Ire Limited Ireland
RedBrigade UK Limited United Kingdom
iGate Holding Corporation Delaware
iGate Management, Inc. Pennsylvania
Highgate Venture Management, LLC Pennsylvania
(f/k/a iGate Venture Management, LLC)
Highgate Venture Partners I, L.P. Delaware
(f/k/a iGate Venture Partners I, L.P.)
iGate Ventures, Inc. Delaware
Highgate Ventures I, L.P. (f/k/a iGate Ventures I, L.P.) Delaware
iGate Ventures Holding Corporation Delaware
Innovative Resource Group, Inc.* Pennsylvania
Mastech Application Services, Inc. Pennsylvania
Mastech Asia Pacific (NT) Pty. Ltd. Australia
SCHEDULE 4.03
SUBSIDIARIES AND OTHER OWNERSHIP INTERESTS
(continued)
SUBSIDIARIES
Jurisdiction of
Incorporation/Organization
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Mastech Asia Pacific Pty. Ltd. Australia
Mastech Canada, Inc. Canada
Mastech Malaysia Sdn. Bhd. Malaysia
Mastech Quantum Information Resources Ltd. Canada
MobileHelix, Inc. Georgia
Mastech Systems Corporation Pennsylvania
Mastech Systems GmbH Germany
Mascot Systems Limited India
Mastech Trademark Systems, Inc. Delaware
MC Computer Services Pty. Ltd. Australia
Quantum Group, Inc. Delaware
Quantum Information Resources, Inc. New York
Jobcurry Systems Private Limited India
Symphoni Holdings, Inc. Delaware
Symphoni Interactive, LLC Delaware
Synerge Holdings, Inc. Delaware
*eJiva, Inc. ("eJiva") and the shareholders of Innovation Research Group,
Inc. ("IRG") have entered into a letter of intent that anticipates the
merger of IRG with and into eJiva.
OTHER OWNERSHIP INTERESTS
Percentage
Ownership Direct Owner
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Air2Web, Inc. 23% iGate Holding Corporation
Bluewater Information Convergence, Inc. 9% iGate Ventures I, L.P.
Brainbench, Inc. 8% iGate Ventures I, L.P.
eNDP 8% iGate Ventures I, L.P.
SCHEDULE 4.03
SUBSIDIARIES AND OTHER OWNERSHIP INTERESTS
(continued)
Escend Technologies, Inc. 12% iGate Ventures I, L.P.
SpeechWorks International, Inc. (less than)1% iGate Ventures I, L.P.
vCampus Corporation 14.4% iGate Ventures I, L.P.
Versata, Inc. 0.1% iGate Ventures I, L.P.
Xpede, Inc. 3.8% iGate Ventures I, L.P.
SCHEDULE 4.07
LITIGATION
itiliti, Inc. ("itiliti") was the defendant and counter-claimant in an
arbitration suit brought by Xxxxx Xxxxxx ("Hunter"), the former President of
itiliti, resulting from a dispute as to certain obligations of the parties upon
the termination of Hunter's employment. A binding Award of the Arbitrator dated
August 16, 2001 orders itiliti to redeem all shares of itiliti stock held by
Hunter for a price equal to the fair market value of such shares on the day of
Hunter's termination, plus interest at a rate of 6% per annum. The fair market
value of the shares is to be calculated in accordance with the Employment and
Non-Competition Agreement between itiliti and Hunter. In addition, itiliti is
ordered to issue an amended W-2 to reflect a reduction in Hunter's taxable
income as reflected thereon, and itiliti and Hunter are ordered to bear equally
aggregate arbitration fees and expenses of approximately $10,000.
SCHEDULE 4.08
FINANCIAL STATEMENTS
(b) Material obligations reflected in the unaudited consolidated balance sheet
of Borrower as at June 30, 2001 as filed with the SEC on August 14, 2001.
SCHEDULE 4.11
TAX MATTERS
Borrower has signed a statute extension agreement for the 1997 and
1998 payroll tax year. This agreement extends the statute until December 31,
2003.
SCHEDULE 4.12
CONSENTS AND APPROVALS
The Note Purchase Agreement dated as of July 22, 1999 by and between
the Borrower and GE Capital Equity Investments, Inc., as amended by the First
Amendment to Note Purchase Agreement and Waiver dated as of August 1, 2000, must
be amended prior to or in conjunction with the execution of the Second Amendment
to Credit Agreement.
SCHEDULE 4.29
STATUS OF PLEDGED COLLATERAL
PARTNERSHIP AND LLC AGREEMENTS
1. Limited Partnership Agreement of iGate Venture Partners I, L.P. dated
February 23, 2000, by and among iGate Venture Management I, LLC, as general
partner, and Xxxxx Xxxxxxxx, Xxxxx Xxxxxxx and iGate Ventures, Inc., as
limited partners.
2. Limited Partnership Agreement of iGate Ventures I, L.P. dated February 24,
2000, by and among iGate Venture Partners I, L.P., as general partner, and
iGate Ventures, Inc., as limited partner.
3. Limited Liability Company Agreement of iGate Venture Management, LLC, by and
among iGate Ventures, Inc., as the initial member, and Xxxxx Xxxxxxxx and
Xxxxx Xxxxxxx, as the initial managers.
4. Amended and Restated Limited Liability Agreement of Symphoni Interactive,
LLC, by and between Symphoni Holdings, Inc. and Wolf Group (USA), Inc.
5. Fourth Amended and Restated Investors' Rights Agreement dated November 30,
1999, by and among Vision Software Tools, Inc. ("VST"), the founders of VST
named therein, iGate Ventures I, L.P., and the other investors named
therein.
6. Shareholders' and Investors' Rights Agreement dated March 7, 2000, by and
among Air2Web, Inc., Xxxxxx Xxxxx, Jupiter Ventures, LLC and iGate Holding
Corporation.
7. Amended and Restated Investors' Rights Agreement dated March 31, 2000 by and
among Xpede, Inc., iGate Ventures I, L.P. and the other stockholders named
therein, as amended.
8. Shareholders' Agreement dated April 3, 2000 by and among eNPD, Inc., Feng Li
and Xxxxxxxx Xx and Mastech Systems Corporation.
9. Fourth Amended and Restated Stockholders' Agreement dated April 11, 2000, by
and among Speechworks International, Inc., iGate Ventures I, L.P. and the
other stockholders named therein.
10. Investors Rights Agreement dated May 26, 2000, by and among Bluewater
Information Convergence, Inc. ("BICI"), iGate Ventures I, L.P., and the
other stockholders of BICI party thereto.
SCHEDULE 4.29
STATUS OF PLEDGED COLLATERAL
(continued)
11. Stockholders Agreement dated May 26, 2000, by and among Bluewater
Information Convergence, Inc. ("BICI"), iGate Ventures I, L.P., and the
other stockholders of BICI party thereto.
12. Right of First Refusal and Co-Sale Agreement dated May 26, 2000, by and
among Bluewater Information Convergence, Inc. ("BICI"), iGate Ventures I,
L.P., and the other stockholders of BICI party thereto.
In addition to the foregoing, the Borrow and its Subsidiaries have entered into
registration rights agreements from time to time in connection with the purchase
of stock of entities that are not Subsidiaries.
SCHEDULE 7.01
EXISTING INDEBTEDNESS
$10,000,000 will be outstanding under the Note Purchase Agreement
dated as of July 22, 1999 by and between the Borrower and GE Capital Equity
Investments, Inc., as amended by the First Amendment to Note Purchase Agreement
and Waiver dated as of August 1, 2000 and as further amended by the Second
Amendment to Note Purchase Agreement to be executed in conjunction with the
Second Amendment to Credit Agreement.
Pursuant to a foreign exchange transaction with PNC Bank, the Borrower
has obligation to pay the equivalent of $7,000,000 Canadian Dollars on September
28, 2001.
SCHEDULE 7.03(e)
INVESTMENTS, CAPITAL CONTRIBUTIONS & ADVANCES TO SUBSIDIARIES
July 31, 2001
BORROWER / RECIPENT PRINCIPAL
LENDER / PROVIDER DESCRIPTION AMOUNT
----------------- ------------------------------- ----------- ------------------------------------------
iGate Holding Corporation itiliti, Inc. 2,520,000 Stock Purchase
2,500,000 Asset Purchase
225,000 Capital contribution for Working Capital
Purposes
iGate Holding Corporation Mastech Systems Corporation (1) 159,298,500 Cumulative Balances of Loans for Working
Capital Purposes & Acquisitions
iGate Holding Corporation Mastech Systems Corporation 12,800,000 Conversion of Dividend in the form of
Note Receivable
iGate Holding Corporation Mastech Systems Corporation 36,208,295 Conversion of Dividend in the form of
Note Receivable
iGate Ventures Holding
Corp. iGate Ventures Holding Corp. 10,000 Capital contribution
iGate Ventures Holding
Corp. iGate Ventures Inc. 10,000 Capital contribution
iGate Ventures Holding
Corp. iGate Venture Partners, L.P. 1,300,000 Brain Bench Stock Purchase
iGate Ventures Holding
Corp. iGate Venture Partners, L.P. 1,396,000 Speechworks Stock Purchase
iGate Ventures Holding
Corp. iGate Venture Partners, L.P. 2,000,000 Xpede Stock Purchase
iGate Ventures Holding
Corp. iGate Venture Partners, L.P. 91,111 eNDP, Inc. Stock Purchase
iGate Ventures Holding
Corp. iGate Venture Partners, L.P. 3,000,000 Bluewater Stock Purchase
iGate Ventures Holding
Corp. iGate Venture Partners, L.P. 250,000 Versata Stock Purchase
Mastech Systems Corporation Innovative Research Group 4,687,500 Stock Purchase
iGate Holding Corporation Investment in Mastech Systems Corp. 2,500 Stock Purchase
SCHEDULE 7.03(e)
INVESTMENTS, CAPITAL CONTRIBUTIONS & ADVANCES TO SUBSIDIARIES
July 31, 2001
(continued)
BORROWER / RECIPENT PRINCIPAL
LENDER / PROVIDER DESCRIPTION AMOUNT
-------------------------- ----------------------------------- ----------- --------------------------------------------------
iGate Holding Corporation Investment in Quantum Information
Resources 1,000 Stock Purchase
Mastech Systems Corporation Synerge LLC 0 Capital Contribution
Mastech Systems Corporation Symphoni Interactive LLC Capital Contribution & Advances for Working
Capital Purposes
Mastech Systems Corporation Air2Web, Inc. Paid in Cash 20,000,000 Stock Purchase
Air2Web, Inc. Paid in iGate Shares 8,261,110 Stock Purchase
Mastech Systems Corporation Xxxxx Systems Private Ltd.
(dba jobcurry) 250,000 Capital Contribution for Working Capital Purposes
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$254,811,016
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(1) Represents many transactions between iGate Holding Corporation and Mastech
Systems Corporation, individually none of which exceeds $100,000,000.
SCHEDULE 7.06
AFFILIATE TRANSACTIONS
The Company leases office space in the Indian cities of Bangalore, Chennai,
Pune, and Mumbai from Xxxxx Xxxxxxxx, the Company's Co-Chairman and Chief
Executive Officer, and Xxxxx Xxxxxxx, the Company's Co-Chairman and President,
Messrs. Xxxxxxxx and Xxxxxxx own various properties jointly and individually.
The acquisitions of the real estate and the construction of the office
buildings, excluding buildouts of the office space, were financed entirely by
Messrs. Xxxxxxxx and Trivedi from personal funds. The leases cover approximately
142,000 square feet, and expire at various times from 2003 through 2008. The
total annual rental is approximately $597,000. The lease agreements are subject
to annual rent escalation.
On November 9, 2000, Messrs. Xxxxxxxx and Xxxxxxx each purchased 421,052
newly-issued shares of the Company's Stock for approximately $5.94 per share,
the closing price per share as quoted on the NASDAQ National Market. The
proceeds received from the sale will be used for general corporate purposes.
Highgate Venture Partners I, L.P. (the "Fund"), has invested in Escend
Technologies, Inc. ("Escend"), a developer of business-to-business customer
relationship management applications. In addition to the Fund's total
investment of $2.7 million the participates in the Fund individually invested an
aggregate of $205,000, and each of Messrs. Xxxxxxxx and Trivedi invested
$300,000 in Escend.
The Company owns approximately 5% of the Common Stock of Brainbench, Inc.
("Brainbench"), a privately-held company that provides web-based professional
certification services. On March 10, 2000, the Company entered into an
agreement (the "Agreement") with Brainbench to purchase web-based skills testing
services through a customized online virtual testing center. Expense related to
the Agreement was approximately $41,000 in the year ended December 31, 2000.
The Company owns approximately 1% of the Common Stock of Versata, Inc.
("Versata"), a publicly-held company that produces e-business application
software. The Company purchases software licenses from Versata for resale to
clients through the Company's operating units. Such purchases of software and
software-related services totaled approximately $268,000 in the year ended
December 31, 2000.
Pursuant to the Company's initial investment in Air2Web, Inc. ("Air2Web"),
the Company was issued warrants to purchase 1,872,660 shares of Air2Web Series
"B" Preferred Stock at $2.67 per share ("Series B Warrants"), which were to
expire on December 31, 2000. In December 2000, the Company made a decision not
to exercise the Series B Warrants in order to preserve cash, and requested an
extension of the time period for exercise of the Series B Warrants. Air2Web
agreed to extend the time period for the exercise of a portion of the Series B
Warrants until June 30, 2001, provided that the Company assigned the remaining
Series B Warrants to Messrs. Xxxxxxxx and Xxxxxxx, and certain executive
officers of Air2Web, and provided that these individuals immediately exercise
the Series B Warrants. As a result of these transactions, the Company now holds
warrants to purchase 1,123,597 shares of Air2Web Series "B" Preferred Stock at
$2.67 per share, exercisable until June 30, 2001.
