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EXHIBIT 10.1
Fleet Bank
June 30, 1997
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
Sapient Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇:
Reference is hereby made to the Letter Agreement between Sapient Corporation
("Sapient" or the "Borrower") and Fleet National Bank as successor to Fleet Bank
of Massachusetts, N.A. (the "Bank") dated July 14, 1994 and amended as of July
1, 1995 and February 15, 1996 (collectively referred to as the "Agreement"). I
am pleased to inform you that the Bank has approved a series of modifications to
the Agreement as detailed below. Please sign below to indicate your acceptance
of these terms. Upon receipt of the countersigned copy of this letter and the
attached Allonge to the Promissory Note these terms shall become effective.
1) The Expiration Date shall be extended until 6130/98.
2) Section 6.3 Facility Fees The fee shall be reduced to $1,875.00 per
quarter beginning with the July 1, 1997 payment.
3) Section 3.6 Reporting Requirements The annual and quarterly financial
statements shall be due within 90 and 45 days of the end of the period,
respectively, in accordance with SEC requirements. Sub-Section (iv) shall
be eliminated.
4) Section 3.8 Net Worth The TNW Requirement shall be deemed to have been
$50,000,000 as of 3131/97. Step ups will continue as called for in the
Agreement.
5) Section 3.10 Profitability The Borrower shall not report consecutive
quarterly Net Losses, a Quarterly Net Loss of greater than $2,500,000 and
shall report Net Income of at least $2,000,000 for each trailing four
quarter period.
6) The requirement for borrowings to be subject to a Borrowing Base shall be
eliminated.
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7) Section 4.4 Dividends The limit shall be raised from $50,000 to $500,000.
8) Section 4.5 Loans and Advances The limit shall be raised from $50,000 to
$1,000,000.
9) Section 4.6 Investments and Section 4.7 Subsidiaries: Acquisitions
Investments in Subsidiaries may be permitted without bank consent as long
as at least 75% of the consolidated Tangible Net Worth is at the parent
company level.
The Borrower represents and warrants that the execution of the amendment has
been duly authorized by the Borrower by all necessary corporate and other action
and that the execution will not conflict with, violate the provisions of, or
cause a default or constitute an event which, with the passage of time or giving
of notice or both, could cause a default on the part of the Borrower under its
charter documents or by-laws or under any contract, agreement, law, rule, order,
ordinance, franchise, instrument or other document, or result in the imposition
of any lien or encumbrance on any property or asset of the Borrower.
The Borrower further represents that this agreement and the attached Allonge to
the Promissory Note dated February 15, 1996 each represent legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms. In addition, the statements,
representations and warranties made in the Agreement continue to be correct as
of the date hereof and the Borrower is in compliance with all terms of the
Agreement. Except as expressly affected hereby, the Agreement remains in full
force and effect as heretofore.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
High Technology Group
Acknowledged /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ date: 7/14/97
by: ▇▇▇▇▇ ▇▇▇▇▇▇▇
title: Chief Financial Officer
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ALLONGE TO PROMISSORY NOTE
The maturity date of the attached Promissory Note dated February 15, 1996
for $5,000,000 is hereby extended to June 30, 1998 from June 30, 1997.
This Allonge will be governed by the terms and conditions of the Letter
Agreement made as of the 14th day of July, 1994 (as amended as of July 1, 1995,
February 15, 1996 and June 30, 1997) by and between Sapient Corporation and
Fleet National Bank (f/k/a Fleet National Bank of Connecticut, successor by
merger to Fleet Bank of Massachusetts, N.A.). Nothing herein shall be deemed to
constitute a waiver, release or amendment of any terms of the Agreement.
▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Witness 7/14/97 Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Sapient Corporation
Date:7/14/97
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Witness 7/14/97 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
Fleet National Bank
Date: 6/30/97
