Supplemental Indenture



 Exhibit 4.4 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE, (this
“Supplemental Indenture”) dated as of May 12, 2011, by and among iGATE Holding Corporation, a Delaware corporation, iGATE, Inc., a Pennsylvania corporation (together with iGATE Holding Corporation, the “Guaranteeing
Subsidiaries,” and each a “Guaranteeing Subsidiary”), iGATE Corporation, a Pennsylvania corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust
FSB, as Trustee under the Indenture referred to below. 
 W I T N E S S E T H: 

WHEREAS, each of the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an indenture dated as of
April 29, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $770.0 million of 9% Senior Notes due 2016 of the Issuer (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s Obligations under the Notes
and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor and the Trustee are authorized to execute and
deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder; 
 NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Issuer, the other Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 

DEFINITIONS 

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or
recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof. 
 ARTICLE II 
 AGREEMENT TO BE BOUND; GUARANTEE 
 SECTION 2.1 Agreement to be Bound.
Each Guaranteeing Subsidiary hereby becomes party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. 

SECTION 2.2 Guarantee. Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to
fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis. 

  
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 ARTICLE III 
 MISCELLANEOUS 
 SECTION 3.1 Notices. All notices and other
communications to each Guaranteeing Subsidiary shall be delivered to the address listed for the Issuer or any Guarantor in Section 12.2 of the Indenture. 
 SECTION 3.2 Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into
another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(f) of the Indenture. 

SECTION 3.3 Release of Guarantee. This Guarantee shall be released in accordance with Section 10.2 of the Indenture.

 SECTION 3.4 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person,
firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 

SECTION 3.5 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of
the State of New York. 
 SECTION 3.6 Severability. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality
or unenforceability. 
 SECTION 3.7 Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject
to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and
that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 

SECTION 3.8 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 SECTION 3.9 The Trustee. The
Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.10 Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Delivery of an 

  
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executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this
Supplemental Indenture. 
 SECTION 3.11 Execution and Delivery. Each Guaranteeing Subsidiary agrees that the
Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Guarantee. 
 SECTION 3.12 Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning
or interpretation of any provisions hereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	 iGATE HOLDING CORPORATION, 
 as a Guarantor

		
	By:	 	/s/    Mukund Srinath        
		 	Name: Mukund Srinath
		 	Title: Secretary
	
	 iGATE, INC., 

as a Guarantor

		
	By:	 	/s/    Mukund Srinath        
		 	Name: Mukund Srinath
		 	Title: Secretary
	
	 WILMINGTON TRUST FSB,
 as Trustee

		
	By:	 	/s/    Jane Schweiger        
		 	Name: Jane Schweiger
		 	Title: Vice President
	
	iGATE CORPORATION
		
	By:	 	/s/    Mukund Srinath        
		 	Name: Mukund Srinath
		 	Title: General Counsel Secretary


  
 [Signature Page to
Supplemental Indenture]