exv10w30



 






Exhibit 10.30




THIRD AMENDMENT TO CREDIT AGREEMENT



THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 1, 2005,
by and between CORIO, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NANONAL
ASSOCIATION (“Bank”).




RECITALS



WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as or March 17, 2004, as amended from time
to time (“Credit Agreement”).



WHEREAS, on January 25, 2004, IBM Corp. (“IBM”) announced that it and Corio had entered into a
definitive agreement for IBM to acquire Borrower. Such intended acquisition is referred to as the
“IBM Acquisition.”



WHEREAS, Bank and Borrower have agreed to make certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.



NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows,
effective as of the date hereof.



1. Section 4.9(b) is hereby deleted in its entirety, and the following substituted therefor:





"(b) Liquidity (defined as cash and readily marketable securities
acceptable to Bank which are unencumbered except in favor of Bank and
which are maintained at Bank or an affiliate of Bank, but excluding
therefrom Borrower’s Market Rate account #7735-113990 maintained at Bank)
in amounts at all times in excess of $15,000,000.00 until the EBITDA
Coverage Ratio (as defined below) is 1.50 to 1.00 or greater determined as
of the end of four (4) consecutive fiscal quarters, with each such
determination made on a rolling four quarter basis. Thereafter, Borrower
shall maintain an EBITDA Coverage Ratio of not less than 1.50 to 1.0,
determined as of the end of each fisca1 quarter on a rolling four quarter
basis, with “EBITDA” defined as net profit before tax plus interest
expense (net of capitalized Interest expense), depreciation expense,
amortization expense and non-cash restructuring expenses, and with “EBITA
Coverage Ratio” defined as EBITDA divided by the aggregate of total
interest expense plus the prior period current maturity of long-term debt
and the prior period current maturity of subordinated debt.”



 









 




2. The following are added to the Credit Agreement as Events of Default:





     “1.      Borrower or IBM shall publicly announce that the IBM Acquisition shall not occur
at all or until after May 31, 2005.”




     “2.      The IBM Acquisition does not occur on or before May 31, 2005.”


3. Conditions Precedent. In consideration of the changes set forth herein and as a
condition to the effectiveness hereof, immediately upon signing this Amendment Borrower shall pay
to Bank a non-refundable amendment fee of Five Hundred Dollars ($500.00) and Bank’s attorneys’ fees
and expenses of Four Hundred Fifty Dollars ($450.00).



4. Reservation of Rights. Borrower acknowledges and agrees that the execution and delivery
by Bank of this Amendment shall not be deemed to create a course of dealing or otherwise obligated
Bank to forbear or execute similar amendments under the same or similar circumstances in the
future. Except as expressly provided in this Amendment, Bank reserves all of its rights and
remedies regarding the Credit Agreement and the other Loan Documents executed in connection
therewith.



5. Miscellaneous. Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or modification. All terms defined
in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and
the Credit Agreement shall be read together, as one document. Delivery of an executed counterpart
of a signature page of this Amendment by telefacsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.



6. Reaffirmation; Certification. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment, there exists no Event of Default as defined in the
Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of
time or both would constitute any such Event or Default.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and
year first written above.




	 	 	 
	CORIO, INC.

	 	WELLS FARGO BANK,
	

	 	NATIONAL ASSOCIATION
	 
	 	 
	By: /s/ Brett F. White

	 	By: /s/ Jill Ta
	 

	 	 
	Brett White

	 	Jill B. Ta
	CFO

	 	Senior Vice President