EXHIBIT 10.10
AMENDMENT TO CREDIT AGREEMENT
This agreement is dated as of August 19, 2004 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. 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 date of this agreement, the following provision
under Section 4.5 Financial Reports. Captioned "B." is hereby amended
and restated to read as follows:
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 quarters
ending in March, June, and September, 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.
2.2 From and after the date of this agreement, the following provision
under Section 5.2 Captioned "A. Dividends" is hereby amended and
restated to read as follows:
A. Dividends. If there is a default, or if any of the
foregoing actions would cause a default, acquire or retire
any of its shares of capital stock, or, other than dividends
in its capital stock, declare or pay dividends or make any
other distributions upon any of its shares of capital stock.
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, and the Bank shall have
received from the Borrower the following documents: Line of Credit Note.
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// Xxxxxx Xxxxx
Xxxxxx Xxxxx CEO
Printed Name Title
//S// X. X. Xxxxxx
X.X. Xxxxxx
Vice President, Finance and
Corporate Services
Date Signed: August 29, 2004
Bank:
Bank One, NA,
with its main office in Chicago, IL
By: /S/Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx Vice President
Printed Name Title
Date Signed: September 7, 2004
