exv10w2






Exhibit 10.2




FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT



This Fifth Amendment (this “Amendment”) is made as of July 30, 2008 to that certain Amended and
Restated Credit Agreement dated September 29, 2006, as previously amended by First Amendment to
Amended and Restated Credit Agreement dated as of September 30, 2007, Second Amendment to Amended
and Restated Credit Agreement dated as of December 30, 2007, Third Amendment to Amended and
Restated Credit Agreement dated as of February 7, 2008 and Fourth Amendment to Amended and
Restated Credit Agreement dated as of March 31, 2008 (the “Credit Agreement”) between RBS CITIZENS,
N.A., successor by merger to Citizens Bank of Massachusetts (“Bank”) and VIRTUSA CORPORATION, a
Delaware corporation with an address of 2000 West Park Drive, Westborough, Massachusetts 01581
(“Borrower”). Capitalized terms used and not defined in this Amendment shall have the meanings
ascribed to them in the Credit Agreement.




RECITALS



Borrower has requested that Bank agree to extend the Revolving Credit Maturity Date through March
31, 2009 and that Bank consent to certain planned redemption of open market shares of the
Borrower’s capital stock.



Bank is amenable to so extending the Revolving Credit Maturity Date and to consent to such planned
redemptions, but only on the terms and conditions set forth in the Credit Agreement as amended
hereby.




AGREEMENT



In consideration of the foregoing, of the undertakings of Borrower and Bank herein and for other
good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:



1. Effective July 30, 2008, the definition of the term “Revolving Credit Maturity Date”
contained in Section 1.1 of the Credit Agreement is deleted and replaced with the following text:




     “Revolving Credit Maturity Date. March 31, 2009.”


2. Paragraph 7.6(d) of the Credit Agreement is hereby removed in its entirety and is replaced
with the following paragraph:




     “(d) Redemptions of shares of capital stock of the Borrower (i) which are “Restricted
Securities” (as defined in Rule 144 promulgated under the Securities Act of 1933) in an amount not
to exceed 5.0% of the aggregate total voting stock of the Borrower issued and outstanding on a
fully diluted basis, and (ii) which are acquired by the Borrower in open market or privately
negotiated purchases of such shares of common stock up to a maximum aggregate purchase price



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of $15,000,000 over a 12 month period commencing on or about August 4, 2008.”



3. Except as set forth on the disclosure schedule attached hereto as Exhibit A, Borrower
represents and warrants that all of the representations and warranties made by Borrower in the
Credit Agreement and other Loan Documents are and continue to be true and correct on the date
hereof, except to the extent that any of such representations and warranties relate by their terms
solely to a date prior to date of this Amendment. Except as set forth on the disclosure schedule
attached hereto as Exhibit A, Borrower hereby ratifies and confirms all of its covenants
and agreements contained in the Credit Agreement and represents that it is not aware of any default
of any of the terms and provisions of the Credit Agreement.



4. Borrower further represents and warrants that this Amendment is its valid and binding
obligation, enforceable against it in accordance with its terms, except as may be affected by
bankruptcy and other similar laws of general application affecting the rights and remedies of
creditors.



5. Borrower shall promptly execute and deliver such further documents, instruments and agreements
and take such further action as Bank may reasonably request, in its sole discretion, to effect the
purposes of this Amendment and the Credit Agreement and other Loan Documents, including, but not
limited to the execution and delivery of all documents necessary or reasonably required by Bank to
ensure that Bank has perfected liens on all assets of Borrower to the extent originally provided
under the Credit Agreement and the other Loan Documents. Borrower hereby appoints any officer or
agent of Bank as Borrower’s true and lawful attorney in fact, with power of substitution to endorse
the name of Borrower or any of their officers or agents in such regard, exercisable by Bank during
the continuance of an Event of Default.



6. Except as otherwise expressly provided in this Amendment, nothing in this Amendment shall
extend to or affect in any way any of the Obligations or any of the rights and remedies of Bank
arising under the Credit Agreement and other Loan Documents, and Bank shall not be deemed to have
waived any or all of such rights and remedies with respect to any Event of Default or event or
condition which, with notice or the lapse of time, would become an Event of a Default and which,
upon Borrower’s execution and delivery of this Amendment, might otherwise exist or which might
hereafter occur.



7. By execution of this Amendment, Borrower acknowledges and confirms that it does not, as of the
date of this Amendment, have any offsets, defenses or claims against Bank or any of its officers,
agents, directors or employees whether asserted or unasserted to the Obligations.



8. To the extent possible and except for the specific changes to the Credit Agreement effected
hereby, this Amendment shall be construed to be consistent with the provisions of the Credit
Agreement. In the event of any inconsistency between the provisions of this Amendment and any
other document (including, without limitation, any Loan Document), instrument, or agreement entered
into by and between Bank and Borrower, the provisions of this Amendment shall govern and control.
This Amendment shall be binding upon Bank and Borrower, and their




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representatives, successors, and assigns, and shall inure to the benefit of Bank and Borrower and
their respective successors and assigns. This Amendment and all documents, instruments, and
agreements executed in connection herewith incorporate all of the discussions and negotiations
between Borrower and Bank, either expressed or implied, concerning the matters included herein and
in such other documents, instruments and agreements, any statute, custom, or usage to the contrary
notwithstanding. No such discussions or negotiations shall limit, modify, or otherwise affect the
provisions hereof. No modification, amendment, or waiver of any provision of this Amendment, or any
provision of any other document, instrument, or agreement between any Borrower and Bank shall be
effective unless executed in writing by the party to be charged with such modification, amendment,
or waiver.



9. In consideration of the Bank’s entering into this Amendment, borrower shall pay to the Bank a
closing fee in the amount of $2,500.00 which is due and payable on the date hereof. In addition,
Borrower acknowledges and agrees that it shall promptly pay to Bank the full amount of all
reasonable out-of-pocket costs and expenses of Bank incurred by Bank in preparation and
documentation of this Amendment and all documents ancillary hereto or incurred by Bank after the
date of this Amendment in connection with administration of the Obligations or enforcement of any
rights of Bank under the Credit Agreement and other Loan Documents or otherwise in respect of any
of the Obligations.



10. If any clause or provision of this Amendment is determined to be illegal, invalid or
unenforceable under any present or future law by the final judgment of a court of competent
jurisdiction, the remainder of this Amendment will not be affected thereby. It is the intention of
the parties that if any such provision is held to be invalid, illegal or unenforceable, there will
be added in lieu thereof an enforceable provision as similar in terms to such provision as is
possible, and that such added provision will be legal, valid and enforceable.



11. This Amendment is delivered to Bank in The Commonwealth of Massachusetts and it is the desire
and intention of the parties that this Amendment and the Loan Documents be in all respects
interpreted according to the laws of The Commonwealth of Massachusetts. Borrower specifically and
irrevocably consents to the personal and subject matter, jurisdiction and venue of any court of The
Commonwealth of Massachusetts sitting in the counties of Suffolk or Middlesex or in the District
Court of the United States for the District of Massachusetts with respect to all matters concerning
this Amendment or the Loan Documents or the enforcement of any of the foregoing.



12. This Amendment may be executed in one or more counterparts, each of which will be deemed an
original document, but all of which will constitute a single document. This Amendment will not be
binding on or constitute evidence of a contract between the parties until such time as a
counterpart of this document has been executed by each of the parties and delivered to Bank.




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WITNESS our hands and seals effective as of July 30, 2008.




	 	 	 	 	 	 	 
	WITNESS (to all)

	 	BORROWER:	 	 
	 

	 	VIRTUSA CORPORATION	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Illegible

	 	By:
	 	/s/ Illegible	 	 
	 


	 	 	 	 

	 	 
	 

	 	 	 	duly authorized	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	BANK:	 	 
	 

	 	RBS CITIZENS, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Illegible

	 	By:
	 	/s/ Jennifer Cray	 	 
	 


	 	 	 	 

	 	 
	 

	 	 	 	Jennifer Cray, Vice President	 	 






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EXHIBIT A




     Disclosure Schedule to Fifth Amendment to Amended and Restated Credit Agreement



Section 4.1.




Direct or Indirect Subsidiaries of Virtusa Corporation




	 	 	 
	Name of Subsidiary	 	Jurisdiction of Incorporation/Formation
	Virtusa Consulting Services, Pvt. Ltd.

	 	India
	Virtusa (India) Private Limited

	 	India
	Virtusa International, B. V.

	 	Netherlands
	Virtusa (Private) Limited

	 	Sri Lanka
	Virtusa Securities Corporation

	 	Massachusetts
	Virtusa Software Services, Pvt. Ltd.

	 	India
	Virtusa UK Limited

	 	United Kingdom







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