Fourth Amendment to Amended and Restated Financing Agreement



 EXHIBIT 10.27 
 EXECUTION COPY 
 FOURTH AMENDMENT 
 TO AMENDED AND RESTATED FINANCING AGREEMENT 
 FOURTH AMENDMENT, dated as of
September 6, 2007 (the “Fourth Amendment”), to the Financing Agreement referred to below, by and among (i) ENHERENT CORP., a Delaware corporation (“enherent” or the “Parent”), and each
Subsidiary of Parent listed as a borrower on the signature pages thereto (together with the Parent, each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, a Delaware limited
liability company (“Ableco”) as lender and as agent (in such capacity, the “Agent”) for itself and each Person that purchases any portion of Ableco’s rights and obligations under the Financing Agreement
pursuant to Sections 2.07 and 10.07 thereof (collectively with Ableco, the “Lenders”). 
 WHEREAS, the Borrowers, the Agent
and the Lenders are parties to the Amended and Restated Financing Agreement dated as of April 1, 2005 (as amended to date, the “Financing Agreement”), pursuant to which the Lenders have agreed to make certain term loans and
revolving loans to the Borrowers from time to time in an aggregate principal amount at any time outstanding not to exceed the aggregate amount set forth in the Financing Agreement; and 
 WHEREAS, the Borrowers have requested that the Agent and the Lenders amend certain provisions of the Financing Agreement to provide for, among other
things, (a) the decrease in the Revolving Credit Commitment from $6,000,000 to $4,500,000 at any time outstanding and (b) the extension of the Revolving Loan Maturity Date from April 1, 2008 to April 1, 2009, all in accordance
with and subject to the terms and conditions set forth herein; 
 NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto hereby agree as follows: 
 1.1 Definitions in Fourth Amendment. Any capitalized term used herein and
not defined shall have the meaning assigned to it in the Financing Agreement. 
 1.2 Amendment to the Financing Agreement. 

(a) Section 1.01 of the Financing Agreement is hereby amended by adding the following new definitions in their appropriate
alphabetical order, as follows: 
 ““Fourth Amendment” means the Fourth Amendment to Amended and
Restated Financing Agreement, dated as of September 6, 2007, by and among the Borrowers, the Agent and the Lenders.” 
 ““Fourth Amendment Effective Date” means the later of (i) September 6, 2007 and (ii) the date on which all of the conditions precedent set forth in Section 2 of the Fourth Amendment have been
satisfied or waived in writing.” 







 (b) Section 1.01 of the Financing Agreement is hereby amended by amending and
restating each of the definitions listed below in their entirety to read as follows: 
 “Revolving Credit
Commitment” means the commitment of the Lender to make Revolving Loans to the Borrowers in an aggregate principal amount at any time outstanding not to exceed $4,500,000.00, as such amount may be terminated, reduced or increased from time
to time in accordance with the terms of this Agreement.” 
 ““Revolving Loan Maturity Date” means
April 1, 2009 or such earlier date on which the Revolving Loans shall become due and payable, in whole or in part, in accordance with the terms of this Agreement and the other Loan Documents.” 
 2. Conditions to Effectiveness. This Fourth Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the
Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Fourth Amendment Effective Date”): 
 (a) The representations and warranties contained herein, in Section 5.01 of the Financing Agreement and in each other Loan Document
and certificate or other writing delivered to the Agent pursuant hereto on or prior to the Fourth Amendment Effective Date shall be correct on and as of the Fourth Amendment Effective Date as though made on and as of such date, except to the extent
that such representations and warranties (or any schedules related thereto) expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct on and as of such date); and, no Default or Event of
Default shall have occurred and be continuing on the Fourth Amendment Effective Date. 
 (b) The Agent shall have received
counterparts of this Fourth Amendment which bear the signatures of each Borrower. 
 (c) The Borrowers shall have paid to the
Agent a nonrefundable amendment fee in an amount equal to $60,000 (the “Amendment Fee”), which Amendment Fee shall be (i) payable on or before the Fourth Amendment Effective Date, (ii) fully-earned when paid and
(iii) in addition to any fees payable to the Agent or the Lenders pursuant to the Financing Agreement or any amendment thereof. Each Borrower hereby authorizes the Agent to, and the Agent may, charge the Loan Account pursuant to
Section 3.01 of the Financing Agreement with the amount of the Amendment Fee due hereunder. 
 (d) All legal matters
incident to this Fourth Amendment shall be satisfactory to the Agent and its counsel. 
  

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 3. Representations and Warranties. Each Loan Party hereby represents and warrants to the Agent and
the Lenders as follows: 
 (a) Representations and Warranties; No Event of Default. The representations and warranties
herein, in Section 5.01 of the Financing Agreement and in each other Loan Document and certificate or other writing delivered to the Agent or the Lenders pursuant hereto on or prior to the Fourth Amendment Effective Date shall be correct on and
as of the Fourth Amendment Effective Date as though made on and as of such date, except to the extent that such representations and warranties (or any schedules related thereto) expressly relate solely to an earlier date (in which case such
representations and warranties shall be true and correct on and as of such date); and no Default or Event of Default shall have occurred and be continuing on the Fourth Amendment Effective Date. 
 (b) Organization, Good Standing, Etc. Such Loan Party (i) is a corporation duly organized, validly existing and in good
standing under the laws of the state of its organization, (ii) has all requisite power and authority to execute, deliver and perform this Fourth Amendment and to perform the Financing Agreement, as amended hereby, and (iii) is duly
qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary. 
 (c) Authorization, Etc. The execution, delivery and performance by such Loan Party of this Fourth Amendment, and the performance by
such Loan Party of the Financing Agreement, as amended hereby, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene such Loan Party’s charter or by-laws, any applicable law or any contractual
restriction binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and
(iv) do not and will not result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties. 
 (d) Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental
Authority or other regulatory body is required in connection with the due execution, delivery and performance by such Loan Party of this Fourth Amendment, or for the performance of the Financing Agreement, as amended hereby. 
 (e) Enforceability of Loan Documents. Each of this Fourth Amendment, the Financing Agreement, as amended hereby, and each other
Loan Document to which such Loan Party is a party is a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by or subject to any
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally. 
 4. Continued
Effectiveness of Financing Agreement. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to 

  

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be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Fourth Amendment Effective Date all references
in any such Loan Document to “the Financing Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this
Fourth Amendment, and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent or any Lender, or to grant to the Agent or any Lender a Lien on any collateral as security for the
Obligations of such Borrower from time to time existing in respect of the Financing Agreement and the other Loan Documents, such pledge, assignment and/or grant of a Lien is hereby ratified and confirmed in all respects. 
 5. Miscellaneous. 
 (a) This Fourth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement. 
 (b) Section and paragraph headings herein are included for convenience of reference only and shall not
constitute a part of this Fourth Amendment for any other purpose. 
 (c) This Fourth Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 (d) Each Borrower hereby acknowledges and agrees that this
Fourth Amendment constitutes a “Loan Document” under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Borrower under or in connection
with this Fourth Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) a Borrower shall fail to perform or observe any term, covenant or agreement contained in this Fourth Amendment. 
 (e) The Borrowers will pay on demand all reasonable out-of-pocket costs and expenses of the Agent and the Lenders in connection with the
preparation, execution and delivery of this Fourth Amendment, including, without limitation, the reasonable fees, disbursements and other charges of Schulte Roth & Zabel LLP, counsel to the Agent and the Lenders. 
  

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

			
	BORROWERS:
	
	ENHERENT CORP.
		
	By:	 	 /s/ Pamela Fredette

	Name:	 	Pamela Fredette
	Title:	 	Chief Executive Officer
	
	AGENT and LENDER:
	
	 ABLECO FINANCE LLC, as lender and agent, on behalf of itself and its affiliate assigns

		
	By:	 	 /s/ Daniel E. Wolf

	Name:	 	Daniel E. Wolf
	Title:	 	President


  

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