Exhibit 10.1


 


Confidential Materials omitted and filed separately with the


Securities and Exchange Commission. Asterisks denote omissions.


 


FIRST AMENDMENT TO


 


AGREEMENT


 


                This First Amendment (the “Amendment”) entered into and effective March 23,
2009 amends that certain Agreement dated as of November 30, 2005 (as
amended, modified and supplemented from time to time, the “Agreement”) by and
between Genpact Global Holdings (Bermuda) Limited (as successor in business to Genpact
Global Holdings SICAR S.a.r.l.), a Bermuda company with an office at
1251 Avenue of the Americas, New York, NY 10020 (the “Company”), Macro*World
Research Corporation, a North Carolina corporation (“WB”) and Wells Fargo &
Company, a Delaware corporation (as successor in interest by merger to Wachovia
Corporation) (“Guarantor”).  Capitalized
terms used herein and not otherwise defined have the meaning given in the
Agreement.


 


                WHEREAS, the parties to the
Agreement have agreed to amend the Agreement as provided herein.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and of other good and valid consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


AMENDMENTS TO THE AGREEMENT


 


1.               The definition of “2010 FTE
Measurement Date” shall be deleted in its entirety and wherever the term “2010
FTE Measurement Date” is used in the Agreement, it shall be replaced by the
term “2011 Revenue Measurement Date” which shall be defined to mean “December 31,
2011.”


 


2.               The definition of “2011 Cash
Payment” shall be deleted in its entirety and wherever the term “2011 Cash
Payment” is used in the Agreement, it shall be replaced by the term “2012 Cash
Payment” which shall be defined as “2011 Cash Payment” was defined, subject to
making conforming changes to reflect the amendments of this Amendment, and a
new subsection (iii) shall be added to the definition as follows:


 


“(iii)        Notwithstanding
anything herein to the contrary, at the 2011 Revenue Measurement Date, (A) if
Annualized Revenue is greater than or equal to [**], then the 2012 Cash Payment
shall not exceed [**] and (B) if Annualized Revenue is less than [**],
then the 2012 Cash Payment shall not exceed [**].”


 


3.               The definition of “Early
Termination Cash Payment” shall be amended by adding a new subsection (iii) as
follows:


 


“(iii)        Notwithstanding
anything herein to the contrary, at the MSA Termination Date, (A) if
Annualized Revenue is greater than or equal to [**], then the Early Termination
Cash Payment shall not exceed [**] and (B) if Annualized Revenue is less
than [**], then the Early Termination Cash Payment shall not exceed [**].”


 


 

















 


4.               The definition of “Applicable
FTE Level” shall be deleted in its entirety and wherever the term “Applicable
FTE Level” is used in the Agreement, it shall be replaced by the term “Applicable
Revenue Level” which shall be defined to mean:


 


“(i) when calculating the 2012 Cash Payment, the Annualized
Revenue as of the 2011 Revenue Measurement Date, and (ii) when calculating
the Early Termination Cash Payment, the Annualized Revenue on the MSA
Termination Date.”


 


5.               The definition of “Applicable
Share Amount” shall be deleted in its entirety and replaced as follows:


 


(i)                                     ““Applicable
Share Amount” means [**]”


 


6.               The following new
definitions shall be added to the Agreement:


 


“Annualized Revenue” means (i) with respect to the 2011 Revenue
Measurement Date, the actual Revenue paid under the Master Professional
Services Agreement for the three month period ending on the 2011 Revenue
Measurement Date multiplied by four and (ii) with respect to the MSA
Termination Date, the actual Revenue paid under the Master Professional
Services Agreement for the three month period ending on the MSA Termination
Date multiplied by four.


 


“Revenue” means Charges paid under the Master Professional Services
Agreement for Services (each as defined in the Master Professional Services
Agreement).”


 


7.               Exhibit A attached to
the Agreement shall be deleted in its entirety and replaced with Exhibit A
hereto.


 


8.               Section 2.01 (Cash
Payment) shall be amended by replacing the reference to “January 31, 2011”
with “January 31, 2012”.


 


9.               Section 3.10 (Notices)
of the Agreement shall be amended by replacing the contact information for the
Company and WB and Guarantor as follows:


 


“if
to the Company


 


GENPACT
GLOBAL HOLDING (BERMUDA) LIMITED


1251 Avenue of the Americas


Suite 41


New
York, NY 10020


Attention:
Victor Guaglianone, Esq.


Facsimile:               (646) 823-0469


 


if
to WB or Guarantor:


 


2

















 


WACHOVIA


200 South
Tryon Street


Suite 300


Charlotte,
NC  28202


Attention:              Michael J. Monaghan


Facsimile:               (704)
383-2689


 


with a copy to (which shall not constitute notice):


 


MORGAN
LEWIS & BOCKIUS LLP


1717
Main Street, Suite 3200


Dallas,
TX  75201-7347


Attention:              John A.
Funk, Esq.


Facsimile:               (214)
466-4001”


 


GENERAL


 


10.         Except as specifically
amended hereby, the Agreement, and all terms contained therein, remains in full
force and effect.  The Agreement, as
amended by this Amendment, constitutes the entire understanding of the Parties
with respect to the subject matter hereof.


 


11.         Each reference herein to a
party hereto shall be deemed to include its successors and assigns, all of whom
shall be bound by this Amendment and in whose favor the provisions of this
Amendment shall inure.  In case any one
or more of the provisions contained in this Amendment shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby.


 


12.         The parties hereto agree to
execute such other documents and instruments and to do such other and further
things as may be necessary or desirable for the execution and implementation of
this Amendment and the consummation of the transactions contemplated hereby and
thereby.


 


13.         This Amendment shall be
governed by and construed in accordance with the laws of the State of New York.


 


14.         This Amendment may be
executed in counterparts, each of which shall constitute an original, but all
of which, when taken together, shall constitute but one agreement.


 


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IN
WITNESS WHEREOF, the parties have caused this
Amendment to be executed by their respective duly authorized representatives, all as of the
day and year first above written.


 


	
   

  	
  GENPACT GLOBAL HOLDING (BERMUDA) LIMITED

  
	
   

  	
  (as
  successor in business to Genpact
  Global Holdings SICAR S.a.r.l.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Victor Guaglianone

  
	
   

  	
  Name:

  	
   

  	
  Victor
  Guaglianone

  
	
   

  	
  Title:

  	
   

  	
  Senior
  Vice President and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACRO*WORLD RESEARCH CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Scott P. Berrier

  
	
   

  	
  Name:

  	
   

  	
  Scott
  P. Berrier

  
	
   

  	
  Title:

  	
   

  	
  SVP
  – Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO & COMPANY (successor in interest by merger to WACHOVIA
  CORPORATION)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Peter M. Carlson

  
	
   

  	
  Name:

  	
   

  	
  Peter
  M. Carlson

  
	
   

  	
  Title:

  	
   

  	
  EVP &
  Deputy Controller

  



 


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Exhibit A


 


[**]


 


6