Exhibit 10.1


 


AMENDMENT
No. 2


TO


AMENDED
AND RESTATED SHAREHOLDERS AGREEMENT


 


THIS AMENDMENT (this “Amendment”), dated and effective as of September 11,
2009, is made by and among Genpact Limited (the “Company”), Genpact Investment Co (Lux) Sicar S.A.R.L. (“GICo”), WIH Holdings (“WIH”),
GE Capital International (Mauritius) (“GECIM”)
and GE Capital (Mauritius) Holdings Ltd. (“GECM”
and together with GECIM, “GE”,
and together with GICo and WIH, the “Shareholders”).


 


W I T N E S S E T H:


 


WHEREAS, the undersigned
are parties to that certain Amended and Restated Shareholders Agreement, dated
as of August 7, 2007 (as amended from time to time, the “Shareholders Agreement”);


 


WHEREAS, the parties
hereto desire to amend the Shareholders Agreement to clarify that the terms and
provisions of Section 3.04 do not apply to WIH, and make other technical
corrections to Section 3.04.


 


NOW THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1. Defined Terms. 
Capitalized terms not otherwise defined in this Amendment
shall have the meaning specified in the Shareholders Agreement.


 


2. Amendment to Section 3.04 “Right of First
Refusal”.  From and after the
date hereof, Section 3.04 of
the Shareholders Agreement is deleted in its entirety and replaced with the following:


 


“SECTION 3.04.    Right of First Refusal.


 


(a)   If, prior to the fifth anniversary of the
Effective Date, GE desires to Transfer all or any portion of its Common Shares
(the “Offered Securities”) to any Person (x) other than to a Permitted
Transferee or (y) other than pursuant to clauses (i) or (ii) of
the definition of Exempt Transfer, then GE shall first offer such Offered
Securities to GICo by promptly providing written notice (the “Offering Notice”)
to GICo indicating (A) the number of Offered Securities proposed to be
Transferred and (B) the proposed purchase price per Common Share and the
other material terms and conditions of the proposed Transfer; provided,
however, that (x) GE shall only be entitled to deliver an Offering Notice
(and one (1) additional Offering Notice which constitutes a Reoffer Notice
as provided in Section 3.04(c)) once in any consecutive twelve (12) month
period (measured from the date of the initial Offering Notice) and (y) GE
shall not be entitled to deliver an Offering Notice at any time when another
Offering Notice or Reoffer Notice provided by GE is outstanding.


 


(b)   GICo (and/or one (1) or more GICo
Designees) may elect to exercise GICo’s rights pursuant to this Section 3.04
by delivering written notice to GE within thirty (30) days after its receipt of
the Offering Notice (“Option Period”). Notwithstanding anything to the contrary
contained in this Section 3.04, GICo (and/or one (1) or more GICo
Designees) may only elect to purchase all, but not less than all, of the
Offered Securities pursuant to this Section 3.04.  The failure of GICo to respond to GE within
the Option Period shall be deemed to be a waiver of GICo’s rights under this Section 3.04.


 


(c)   If GICo (and/or one (1) or more GICo
Designees) does not elect to purchase all, but not less than all, of the
Offered Securities, then GE may sell all, but not less than all, of the Offered
Securities to any Person on terms and conditions not more favorable, in the
aggregate, to the transferee than those set forth in the Offering Notice, and
in any event at the same price set forth in the Offering Notice (except that GE
may sell the Offered Securities for a higher price or on other


 

















 


terms more
favorable to GE); provided, however, that such sale (A) is bona fide, (B) is
made solely for cash consideration or Marketable Securities that satisfy the
Liquidity Requirements, or both, and does not involve any other consideration,
agreements, arrangements or understandings between or among GE or its
Affiliates and any proposed transferee or its Affiliates with respect to the GE
Master Services Agreement or otherwise and (C) is completed within one
hundred and eighty (180) days after the expiration of the Option Period or such
earlier date upon which GICo shall have delivered written notice that it does
not intend to exercise its right to purchase the Offered Securities (the “Outside
Date”). Any Marketable Securities issued as consideration for the Offered
Securities shall be deemed, for purposes of this Section 3.04, to have a
value equal to the Market Price of such Marketable Securities.  If such sale is not consummated on or prior
to the Outside Date for any reason, then the restrictions provided for in this Section 3.04
shall again become effective and no Transfer of such Offered Securities may be
made thereafter by GE without again offering the same to GICo in accordance
with this Section 3.04; provided, however, that, in the event that, prior
to the Outside Date with respect to any Offering Notice, GE issues a separate
Offering Notice (“Reoffer Notice”) with respect to the same Offered Securities
on terms and conditions that are more favorable, in the aggregate, to a
proposed purchaser than those set forth in the original Offering Notice, then
the Option Period for such Reoffer Notice shall be thirty (30) days after GICo’s
receipt of such new Reoffer Notice and the Outside Date shall be extended an
additional thirty (30) days.


 


(d)   After the fifth anniversary of the Effective
Date, none of the Common Shares held by GE or its Permitted Transferees will be
subject to any restrictions on Transfer contained in this Agreement other than Section 3.03.”


 


3. Effect of this Amendment; Modification.  Except as modified hereby, the
Shareholders Agreement shall remain unmodified and in full force and effect.


 


4. Entire Agreement. 
The Shareholders Agreement and this Amendment contain the
entire agreement among the parties with respect to the subject matter hereof
and supersede all prior arrangements or understandings respect hereto.


 


5. Counterparts.  This
Amendment may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.


 


6. Governing Law. 
This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles governing conflicts of laws thereof.


 


[signature page follows]


 


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


 


	
   

  	
  GENPACT
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Victor Guaglianone

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
  Victor
  Guaglianone

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP &
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENPACT
  INVESTMENT CO (LUX) SICAR S.A.R.L

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Monsky

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
  John
  Monsky

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WIH
  HOLDINGS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Shannon K. Woody

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
  Shannon
  K. Woody

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE
  CAPITAL INTERNATIONAL (MAURITIUS)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark S. Barber

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
  Mark
  S. Barber

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE
  CAPITAL (MAURITIUS) HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark S. Barber

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
  Mark
  S. Barber

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  
					



 


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