Exhibit 10.4


 


SECOND AMENDMENT


 


This second amendment (this “Amendment”)
is entered into as of December 16, 2005, by and between GENERAL ELECTRIC
COMPANY, a New York corporation with a principal place of business at 3135
Easton Turnpike, Fairfield, Connecticut 06431 (“GE”), and GENPACT
INTERNATIONAL, a Luxembourg société a responsibilité limitée with a principal
place of business at 65, Boulevard Grande Duchesse Charlotte, L-1331 Luxembourg
(“Company”) (GE and Company being collectively referred to herein as the
“Parties”).


 


WITNESSETH:


 


WHEREAS, GE and its Affiliates entered into a
Master Services Agreement (the “MSA”) as of December 30, 2004 with
Company;


 


WHEREAS, GE and the Company amended the MSA
to address purchasing by GE and its Affiliates from certain Affiliates of the
Company,


 


WHEREAS, the Parties agree that the Services
to be performed by Company under the MSA shall be performed by Company acting
through its Hungarian Branch from and after the date of the registration of the
Hungarian Branch in Hungary;


 


WHEREAS, GE is entering into a transaction to
sell shares in Genpact Global Holdings SICAR S.a.r.l. to a third party; and


 


WHEREAS, in connection therewith GE and
Company wish to further amend the MSA to extend its term by one year.


 


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


 


ARTICLE I

DEFINED TERMS


 


1.1           Defined Terms.  Capitalized terms not otherwise defined in
this Amendment shall have the meaning specified in the MSA.


 


ARTICLE II

AMENDMENT TO TERMS


 


2.1           Extension of MVC.  Section 6.1 of the MSA is hereby amended to
replace “five (5)-calendar year period” with “six (6)-calendar year period.”  In Section 6.2 of the MSA, references to the “sixth,”
“seventh” and “eighth” years of the Term are hereby adjusted to refer to the “seventh,”
“eighth” and “ninth” years, respectively.


 

















 


2.2           Extension of Initial Term.  Section 11.1(a) of the MSA is hereby
amended so that the Initial Term shall expire on December 31, 2013 instead
of December 31, 2012.


 


2.3           Option to Extend Customer SOWs.  The following language is hereby added at the
end of Section 11.2 of the MSA:  “,
provided that notwithstanding the foregoing, the pricing in effect prior to any
such extension shall remain in effect through December 31, 2010, but
subject to adjustment as provided in Sections 7.1 and 9.1.”


 


2.4           Locations.  Section 2.6 is hereby amended to replace
“India, China, Hungary or Mexico” with “India, China, Hungary, Mexico, Romania
or the Philippines, provided that work under Transferred SOWs may not be moved
from one country in which it has been performed to another country unless
Provider sends the affected Customer Party prior written notice.”


 


2.5           Notices.  Section 22.7 is hereby amended to
replace Provider’s address with:


 


“If to Provider, to:


 


Genpact International

65, Boulevard Grande Duchesse Charlotte 

L-1331 Luxembourg

Facsimile Number:  352 26 383 509 

Attention:  Board of Directors


 


With a copy to:


 


DLF City—Phase V

Sector 53, Gurgaon—122002

Haryana State, India

Facsimile Number:  91 124 235 6970

Attention:  Raghuram Raju”


 


2.6           Publicity. 
The last sentence of Section 22.14 is hereby amended to read as
follows:  “Except as set forth in the
Transitional Trademark License Agreement between GE Capital Registry, Inc. and
Company, dated as of December 30, 2004, as the same may be amended from
time to time, neither party will use any of the other party’s names,
photographs, logos, trademarks, service marks, or other identifying
characteristics in commerce (including in marketing brochures or press
releases) without prior written consent.”


 


ARTICLE III

GENERAL


 


3.1           Governing Law.  This Amendment will be governed by and
construed and enforced in accordance with, the Laws of the State of New York,
without regard to conflict of laws principles thereof


 


2

















 


3.2           General Provisions.  The provisions of Sections 22.5, 22.6,
22.7, 22.8, 22.12, 22.13, 22.14, 22.15, 22.16 and 22.18 of the MSA shall apply to this Amendment
and all references to the MSA in such sections shall be read as applying to the
agreement as amended by this Amendment.


 


[The remainder
of this page has been intentionally left blank.]


 


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IN WITNESS WHEREOF, the Parties hereto
have set and subscribed their hands through their respective duly authorized
representatives as of the date first above written.


 


	
  GENPACT
  INTERNATIONAL

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Eileen S. Silvers

  
	
  Title:

  	
  Senior Vice
  President, Taxes & Corporate Affairs

  



 


 


	
  GENERAL
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
  D.R. Seymour

  
	
  Title:

  	
  General
  Manager Global Employee Services

  



 


4

















IN WITNESS WHEREOF, the Parties hereto
have set and subscribed their hands through their respective duly authorized
representatives as of the date first above written.


 


	
  GENPACT
  INTERNATIONAL

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
  Eileen S. Silvers

  
	
  Title:

  	
  Senior Vice
  President, Taxes & Corporate Affairs

  



 


 


	
  GENERAL
  ELECTRIC COMPANY

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
  D.R. Seymour

  
	
  Title:

  	
  General
  Manager Global Employee Services

  



 


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