Exhibit 10.14


 


SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This
Sixth Amendment (this “Amendment”) is made as of March 31, 2009 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, Fourth
Amendment to Amended and Restated Credit Agreement dated as of March 31,
2008 and Fifth Amendment to Amended and Restated Credit Agreement dated as of July 30,
2008 (the “Credit Agreement”) between RBS CITIZENS, National Association,
successor by merger to Citizens Bank of Massachusetts (“Lender”) 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 Lender agree to extend the Revolving Credit Maturity Date
through June 29, 2009.


 


Lender
is amenable to so extending the Revolving Credit Maturity Date, 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 Lender 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 March 31, 2009, the
definitions of the term “Revolving Credit Maturity Date” contained in Section 1.1
of the Credit Agreement are deleted and replaced with the following definitions:


 


“‘Revolving Credit Maturity Date.’  June 29, 2009.”


 


2.    Effective March 31, 2009, Section 2.4
(a) of the Credit Agreement is hereby deleted in its entirety and replaced
with the following text:


 


“(a) Each Revolving Credit Loan shall bear interest on the outstanding principal amount thereof at a floating
rate per annum equal to the sum of : (i) 2.50%,
plus (ii) the greater of (x) the Prime Rate, or (y) 3.25%.  The effective rate of interest shall change
contemporaneously with any change in the Prime Rate. Such interest shall be
payable monthly in arrears on the first Business Day of each month.”


 


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3.    Effective March 31,
2009, Section 2.5 (a) of the Credit Agreement is hereby deleted in
its entirety and replaced with the following text:


 


“(a) The Borrower shall pay to the Lender an annual commitment fee (the “Commitment Fee”), computed
on a daily basis and payable quarterly in arrears on the first Business
Day of each quarter, equal to (i) the excess of (x) the Revolving Credit Commitment at the time
(without giving effect to any Letters of Credit or requested Letters
of Credit) over (y) Revolving
Credit Outstandings from time to time, multiplied by (ii) 0.25%.”


 


4.   
As a condition precedent to the undertakings of the Lender contained in
this Fifth Amendment, the Borrower shall pay to the Lender on the date hereof a
commitment fee in the amount of $1,500, which Borrower authorizes Lender to
debit to Borrower’s primary operating account maintained with Bank.  In addition, effective March 31, 2009, a
new Section 2.5(e) is hereby added to the Credit Agreement to read as
follows:


 


“(e)  In addition to all other amounts
due from time to time by Borrower to Lender under this Agreement, Borrower
shall pay to Lender a “commitment fee” in the amount of .20% per annum times
the Revolving Credit Commitment as a condition to any extension of the
Revolving Credit Maturity Date.  Such
commitment fee is due and payable in full as a condition precedent to each extension
of the Revolving Credit Maturity Date.”


 


5.   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.


 


6.   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.


 


7.  Borrower shall promptly execute and deliver
such further documents, instruments and agreements and take such further action
as Lender 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 Lender to ensure that Lender 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 Lender 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 Lender during the continuance of an
Event of Default.


 


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8.  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 Lender arising
under the Credit Agreement and other Loan Documents, and Lender 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.


 


9.  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 Lender or any of its officers,
agents, directors or employees whether asserted or unasserted to the
Obligations.


 


10.  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 Lender and Borrower, the provisions of this Amendment shall govern and
control. This Amendment shall be binding upon Lender and Borrower, and their
representatives, successors, and assigns, and shall inure to the benefit of Lender
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 Lender shall be effective
unless executed in writing by the party to be charged with such modification,
amendment, or waiver.


 


11.  Borrower acknowledges and agrees that it
shall promptly pay to Lender the full amount of all reasonable out-of-pocket
costs and expenses of Lender incurred by Lender in preparation and
documentation of this Amendment and all documents ancillary hereto or incurred
by Lender after the date of this Amendment in connection with administration of
the Obligations or enforcement of any rights of Lender under the Credit
Agreement and other Loan Documents or otherwise in respect of any of the
Obligations.


 


12.  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.


 


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13.  This Amendment is delivered to Lender 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.


 


14.  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 March 31, 2009.


 


 


	
  WITNESS
  (to all)

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
  VIRTUSA
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Charles Speicher

  	
   

  	
  By:

  	
  /s/
  Ranjan Kalia

  
	
  Charles
  Speicher

  	
   

  	
  duly
  authorized  Ranjan Kalia

  
	
  Corporate
  Controller

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK:

  
	
   

  	
   

  	
  RBS
  CITIZENS, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Illegible

  	
   

  	
  By:

  	
  /s/
  Victoria Lazzell

  
	
   

  	
   

  	
  Victoria
  Lazzell, Senior Vice President

  
					



 


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EXHIBIT A


 


Disclosure Schedule to Sixth Amendment to Amended and Restated Credit
Agreement


 


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