EXTENSION LETTER FOR AMENDED AND RESTATED REVOLVING CREDIT
LOAN AND SECURITY AGREEMENT
(NO CHANGE IN TERMS)
May 28, 2003
Intelligroup, Inc.
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Empower, Inc.
0000 Xxxxxxxxx Xxxx XX
Xxxxx 000
Xxxxxxx, XX 00000
Re: Extension of Term ("Extension Agreement") by and between Intelligroup, Inc.
and Empower, Inc. (each a "Borrower" and together, the "Borrowers") and PNC
Bank, National Association (the "Bank").
Dear Xx. Xxxxx:
We are writing to inform you that the Borrowers' revolving line of credit
has been temporarily extended at your request to enable the Borrowers' directors
and shareholders an opportunity to review the terms proposed by the Bank for a
renewal of the Borrowers' credit facilities. To that end, the Term, as set forth
in that certain Amended and Restated Revolving Credit Loan and Security
Agreement dated May 31, 2000 (as amended, the "Loan Agreement") and in the
Secured Revolving Note executed and delivered pursuant to the Loan Agreement
(the "Note"), has been extended from May 31, 2003 to July 31, 2003. Such
extension will be effective upon the undersigned's receipt of a counterpart of
this letter via facsimile signed on behalf of the Borrowers as indicated. Such
extension shall be deemed to extend to and be incorporated into all other
documents, instruments, agreements and certificates executed and delivered in
connection with the Loan Agreement (together with the Loan Agreement and Note
such documents are herein collectively, the "Loan Documents"). All other terms
and conditions of the Loan Documents remain in full force and effect. Any
initially capitalized terms used in this Extension Agreement without definition
shall have the meanings assigned to those terms in the Loan Documents.
Each Borrower hereby certifies that: (a) all of its representations and
warranties in the Loan Documents are: (i) true and correct as of the date of
this Extension Agreement, (ii) ratified and confirmed without condition as if
made anew, and (iii) incorporated into this Extension Agreement by reference,
(b) no Event of Default or event which, with the passage of time or the giving
of notice or both, would constitute an Event of Default, (except as to those
financial covenants which the Bank has proposed to restructure) exists under any
Loan Document which will not be cured by the execution and effectiveness of this
Extension Agreement, (c) no consent,
approval, order or authorization of, or registration or filing with, any third
party is required in connection with the execution, delivery and carrying out of
this Extension Agreement or, if required, has been obtained, and (d) this
Extension Agreement has been duly authorized, executed and delivered so that it
constitutes the legal, valid and binding obligation of each Borrower,
enforceable in accordance with its terms. Each Borrower confirms that the
Obligations remain outstanding without defense, set off, counterclaim, discount
or charge of any kind as of the date of this Extension Agreement.
Each Borrower hereby confirms that any collateral for the Obligations,
including liens, security interests, mortgages, and pledges granted by each
Borrower or third parties (if applicable), shall continue unimpaired and in full
force and effect, and shall cover and secure all of the Borrowers' existing and
future Obligations to the Bank, as modified by this Extension Agreement.
It has been a pleasure working with you and I look forward to a continued
successful relationship. Thank you again for your business.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx Xxxx
---------------------------------
Name: Xxxxxxxx Xxxx
Title: Assistant Vice President
Agreed to this 30th day of May 2003.
----
INTELLIGROUP, INC.
By: /s/ Xxxxxxxx Xxxxx
---------------------------------
Print Name: Xxxxxxxx Xxxxx
Print Title: Chief Financial Officer
EMPOWER, INC
By: /s/ Xxxxxxxx Xxxxx
---------------------------------
Print Name: Xxxxxxxx Xxxxx
Print Title: Secretary/Treasurer
