GENPACT LUXEMBOURG S.À R.L. GENPACT LIMITED $350,000,000 3.700% Senior Notes due 2022 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2017 • Genpact LTD • Services-management consulting services • New York
Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131.149 (the “Issuer”), proposes to issue and sell to the Initial Purchasers, upon the terms set forth in a purchase agreement dated as of March 21, 2017 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 3.700% Senior Notes due 2022 (the “Initial Securities”). The Initial Securities will be unconditionally guaranteed by Genpact Limited, an exempted company organized under the laws of Bermuda (the “Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture and a supplemental indenture thereto, each dated as of March 27, 2017 (such indenture, together with such supplemental indenture, the “Indenture”), among the Issuer, the Guarantor and Wells Fargo Bank, National Association,
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 2006 among GENPACT INTERNATIONAL, as the Borrower, GENPACT GLOBAL HOLDINGS SICAR SARL, as Holdings, BANC OF AMERICA SECURITIES ASIA LIMITED, as Administrative Agent, BANK OF AMERICA, N.A., as...Credit Agreement • July 16th, 2007 • Genpact LTD • Services-management consulting services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2006, among GENPACT INTERNATIONAL, a Société à Responsabilité Limitée under the laws of the Grand Duchy of Luxembourg (the “Borrower”), GENPACT GLOBAL HOLDINGS SICAR SARL, a Société à Responsabilité Limitée qualifying as a Société d’investissment en capital à risque under the laws of the Grand Duchy of Luxembourg and the direct parent of the Borrower (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Swing Line Lender and L/C Issuer and BANC OF AMERICA SECURITIES ASIA LIMITED (“BA ASIA”), as Administrative Agent and Collateral Agent, and BA ASIA, ABN AMRO BANK N.V. (“ABN AMRO,”), CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD. (“CGM”) and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Joint Mandated Lead Arrangers and BA ASIA and ABN AMRO as Joint Book Managers.
15,430,841 Shares GENPACT LIMITED COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2019 • Genpact LTD • Services-management consulting services • New York
The undersigned understands that [●] (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Genpact Limited, a Bermuda exempted company (the “Company”) and certain selling shareholders named therein (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representative (the “Underwriters”), of shares (the “Common Shares”) of the common shares, par value $0.01 per share of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2024 • Genpact LTD • Services-management consulting services
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the date the last Party to sign the agreement signs the same (the “Effective Date”), by and between Genpact India Private Limited (the “Company”), and Piyush Mehta (the “Executive” and, together with the Company, the “Parties”).
INDEMNITY AGREEMENTIndemnity Agreement • August 8th, 2014 • Genpact LTD • Services-management consulting services • New York
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (“Company”) and (“Indemnitee”).
GENPACT LUXEMBOURG S.À R.L. and GENPACT USA, INC. as Issuers, GENPACT LIMITED, as Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of March 26, 2021 Senior Debt SecuritiesGenpact LTD • March 26th, 2021 • Services-management consulting services • New York
INDENTURE, dated as of March 26, 2021, among Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131.149 (the “Luxembourg Company”), Genpact USA, Inc., a Delaware corporation (the “U.S. Company” and, each a “Company” and together, the “Companies”), Genpact Limited, a Bermuda exempted company (“Parent”), and Wells Fargo Bank, National Association, not in its individual capacity, but solely as Trustee (the “Trustee”).
GENPACT LIMITED PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • May 10th, 2023 • Genpact LTD • Services-management consulting services • Texas
THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”), dated as of ____________ (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and ____________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “Plan”).
GENPACT LUXEMBOURG S.À R.L., as Issuer, GENPACT LIMITED, as Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of March 27, 2017 Senior Debt SecuritiesIndenture • March 28th, 2017 • Genpact LTD • Services-management consulting services • New York
INDENTURE, dated as of March 27, 2017, among Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131.149 (the “Company”), Genpact Limited, a Bermuda exempted company (“Parent”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
GENPACT LIMITED SHARE OPTION AGREEMENTShare Option Agreement • March 1st, 2019 • Genpact LTD • Services-management consulting services • New York
THIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of _________________ (the “Date of Grant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”), and ____________________ (“Participant”).
GENPACT LIMITED 2007 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE UNIT ISSUANCE AGREEMENTRestricted Share Unit Issuance Agreement • March 1st, 2019 • Genpact LTD • Services-management consulting services • New York
THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of ________________ (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and ____________________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2010 • Genpact LTD • Services-management consulting services • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 13, 2010, by and between Genpact Limited, a Bermuda limited exempted company (the “Company”), and Pramod Bhasin (the “Executive” and, together with the Company, the “Parties”).
GENPACT LIMITED PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 21st, 2011 • Genpact LTD • Services-management consulting services • New York
THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”), dated as of ________ __, 2011 (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and _______________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).
AMENDED AND RESTATED SHAREHOLDER AGREEMENT by and among GENPACT LIMITED and GLORY INVESTMENTS A LIMITED, GLORY INVESTMENTS B LIMITED, GLORY INVESTMENTS IV LIMITED, GLORY INVESTMENTS IV-B LIMITED, RGIP, LLC and TWICKENHAM INVESTMENT PRIVATE LIMITED, as...Joinder Agreement • October 25th, 2012 • Genpact LTD • Services-management consulting services • New York
and any Permitted Transferees (as defined below) that execute joinders to this Agreement pursuant to Section 5.02 after the date of this Agreement.
GENPACT LIMITED 2007 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 1st, 2019 • Genpact LTD • Services-management consulting services • New York
THIS PERFORMANCE SHARE AWARD AGREEMENT (the “Agreement”), dated as of ___________ (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and ____________________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).
GENPACT LIMITED RESTRICTED SHARE UNIT ISSUANCE AGREEMENTRestricted Share Unit Issuance Agreement • March 31st, 2011 • Genpact LTD • Services-management consulting services • New York
THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of August 13, 2010 (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and Pramod Bhasin (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).
33,600,000 Shares GENPACT LIMITED COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2010 • Genpact LTD • Services-management consulting services • New York
CREDIT AGREEMENT dated as of June 30, 2015 among GENPACT INTERNATIONAL, INC., HEADSTRONG CORPORATION, and GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED, as the Borrowers, GENPACT LIMITED, as Holdings, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • July 2nd, 2015 • Genpact LTD • Services-management consulting services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of June 30, 2015 among GENPACT INTERNATIONAL, INC., a Delaware corporation (“GII”), HEADSTRONG CORPORATION, a Delaware corporation (“Headstrong” and, together with GII, the “Domestic Borrowers”), GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED, an exempted limited liability company organized under the laws of Bermuda (the “Bermuda Borrower” and, together with the Domestic Borrowers, the “Borrowers”), GENPACT LIMITED, an exempted limited liability company organized under the laws of Bermuda (“Holdings”), the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the other parties hereto.
CREDIT AGREEMENT dated as of March 23, 2015 among GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED, as the Borrower, GENPACT LIMITED, as Holdings, and MORGAN STANLEY SENIOR FUNDING, INC., as LenderCredit Agreement • March 27th, 2015 • Genpact LTD • Services-management consulting services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 23, 2015 among GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED, an exempted limited liability company organized under the laws of Bermuda (the “Borrower”), GENPACT LIMITED, an exempted limited liability company organized under the laws of Bermuda (“Holdings”), and MORGAN STANLEY SENIOR FUNDING, INC., as lender (the “Lender”).
GENPACT LIMITED SHARE OPTION AGREEMENTShare Option Agreement • July 22nd, 2021 • Genpact LTD • Services-management consulting services • Texas
THIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of ____________ (the “Date of Grant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”), and ____________ (“Participant”).
] Shares GENPACT LIMITED COMMON SHARES, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2007 • Genpact LTD • Services-management consulting services • New York
The undersigned understands that Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Genpact Limited, a Bermuda exempted company (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the common shares, par value $0.01 per share of the Company (the “Genpact Common Shares”). The undersigned currently owns, either directly or indirectly, equity interests in Genpact Global Holdings SICAR S.`a.r.l. (the “Interests”, and together with the Genpact Common Shares, the “Common Shares”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 26th, 2021 • Genpact LTD • Services-management consulting services • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of March 26, 2021 (this “Third Supplemental Indenture”), among Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131149 (the “Company”), Genpact USA, Inc., a Delaware Corporation (the “New Guarantor”), Genpact Limited, a Bermuda exempted company (the “Existing Guarantor”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), to the Base Indenture (as defined below).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2021 • Genpact LTD • Services-management consulting services • Ontario
This AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment Agreement”), effective as of the date the last Party to sign the Amendment Agreement signs the same (the “Effective Date”), by and between Headstrong Canada Company (f/k/a Headstrong Canada Limited) (the “Company”), and Darren Saumur (the “Employee” and, together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HEADSTRONG CORPORATION, GENPACT INTERNATIONAL INC., HAWK INTERNATIONAL CORPORATION, WCAS HAWK CORP. AND GENPACT LIMITED DATED AS OF APRIL 5, 2011Agreement and Plan of Merger • May 10th, 2011 • Genpact LTD • Services-management consulting services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2011, is made by and among Headstrong Corporation, a Delaware corporation (the “Company”), Genpact International Inc., a Delaware corporation (“Parent”), Hawk International Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), WCAS Hawk Corp., a Delaware corporation (the “Representative”), solely in its capacity as the Representative, and Genpact Limited, an exempted limited company organized under the laws of Bermuda (“Guarantor”), solely for the purpose of Section 6.16 and Article 11. The Company, Parent, Merger Sub, the Representative and Guarantor are, from time to time, referred to individually herein as a “Party”, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
MASTER SERVICES AGREEMENT THIRD AMENDMENTMaster Services Agreement • July 20th, 2007 • Genpact LTD • Services-management consulting services • New York
All Contractor and Subcontractor personnel who are assigned to perform work, services or tasks for the Company are required to sign the following Agreement.
GENPACT LUXEMBOURG S.À R.L. and GENPACT USA, INC. as the Issuers, GENPACT LIMITED, as Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 26, 2021 to INDENTURE Dated as of March 26, 2021...Indenture • March 26th, 2021 • Genpact LTD • Services-management consulting services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 26, 2021 (this “First Supplemental Indenture”), among Genpact Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg registered with the Luxembourg trade and company register under number B131.149 (the “Luxembourg Co-Issuer”), Genpact USA, Inc., a Delaware corporation (the “U.S. Co-Issuer”; each of the Luxembourg Co-Issuer and the U.S. Co-Issuer is referred to herein as an “Issuer” and, collectively, they are referred to herein as the “Issuers”), Genpact Limited, a Bermuda exempted company (“Parent”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), to the Base Indenture (as defined below).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • December 18th, 2015 • Genpact LTD • Services-management consulting services • New York
This AMENDMENT NO. 1, effective as of January 1, 2015 (this “Amendment”), to that certain letter agreement (as it may be supplemented or amended from time to time, the “Agreement”), dated as of August 5, 2011, by and between Genpact LLC and Patrick Cogny (the “Executive”), is entered into by and among Genpact International, Inc., Genpact LLC and the Executive. Defined terms used in this Amendment and not defined herein have the meanings attributed to such terms in the Agreement.
AGREEMENTAgreement • October 24th, 2008 • Genpact LTD • Services-management consulting services
GENPACT LIMITED 2017 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE UNIT ISSUANCE AGREEMENTRestricted Share Unit Issuance Agreement • July 22nd, 2021 • Genpact LTD • Services-management consulting services • Texas
THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of ________ (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and ________ (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2007 • Genpact LTD • New York
EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 26, 2005, with effect from January 1, 2005 (the “Effective Date”), by and among Gecis Global Holdings SICAR, a Societé à Responsabilité Limitée organized as a Societé d’lnvestissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg (“Gecis Global”) and Gecis International Holdings, a Societé à Responsabilité Limitée under the laws of the Grand Duchy of Luxembourg and wholly-owned subsidiary of Gecis Global (“Gecis International” and together with Gecis Global, the “Company”) and Pramod P. Bhasin (the “Executive”, and together with the Company, the “Parties”).
AMENDMENT No. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • March 31st, 2008 • Genpact LTD • Services-management consulting services • New York
THIS AMENDMENT (this "Amendment"), dated and effective as of March 27, 2008, is made by and among Genpact Limited (the "Company"), Genpact Investment Co (Lux) Sicar S.A.R.L. ("GICo"), GE Capital International (Mauritius) ("GECIM") and GE Capital (Mauritius) Holdings Ltd. ("GECM" and together with GECIM, "GE", and together with GICo, the "Shareholders").
SHARE PURCHASE AGREEMENT AS OF AUGUST 14, 2008Share Purchase Agreement • November 13th, 2008 • Genpact LTD • Services-management consulting services • New York
GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”) and GE CONSUMER FINANCE, INC. (“GE FINANCE”; collectively with GE Capital, the “Sellers”); and,
GENPACT LIMITED SHARE OPTION AGREEMENTShare Option Agreement • July 2nd, 2014 • Genpact LTD • Services-management consulting services • New York
THIS SHARE OPTION AGREEMENT (the “Agreement”), dated as of ____________, 2014 (the “Date of Grant”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”), and ____________ (“Participant”).
AGREEMENTAgreement • July 20th, 2007 • Genpact LTD • Services-management consulting services • New York
This Agreement, dated November 30, 2005 (this “Agreement”), is by and between Genpact Global Holdings SICAR S.a.r.l., a Luxembourg société à responsabilité limiteé qualifying as a Société d’investissment en capital à risque (the “Company”), Macro*World Research Corporation, a North Carolina corporation (“WB”), and Wachovia Corporation, a North Carolina corporation (“Guarantor”), each of which agrees as follows:
BORROWER ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENTAssumption and Amendment Agreement • March 1st, 2019 • Genpact LTD • Services-management consulting services
This ASSIGNMENT & ASSUMPTION AND AMENDMENT AGREEMENT (this “Assignment and Amendment”), dated as of January 17, 2019, is by and among GENPACT INTERNATIONAL, LLC, a Delaware limited liability company (formerly Genpact International, Inc., a Delaware corporation), as assignor (the “Assignor”), GENPACT USA, INC., a Delaware corporation, as assignee (the “Assignee”), Genpact Global Holdings (Bermuda) Limited, an exempted company limited by shares organized under the laws of Bermuda (the “Bermuda Borrower”), Genpact Luxembourg S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Luxembourg Borrower”), Genpact Limited, an exempted company limited by shares organized under the laws of Bermuda (“Holdings”), the LENDERS party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2011 BY AND AMONG GENPACT LIMITED GENPACT GLOBAL HOLDINGS (BERMUDA) LIMITED (formerly Genpact Global Holdings SICAR S.à.r.l.) GENPACT GLOBAL (BERMUDA) LIMITED (formerly Genpact...Joinder Agreement • June 6th, 2011 • Genpact LTD • Services-management consulting services • New York
If GICo shall hereafter Transfer any of its Common Shares to any of its Permitted Transferees, the term “GICo” shall mean GICo and each of such Permitted Transferees and any right, obligation or action that may be exercised or taken at the election of GICo may be exercised or taken at the election of GICo, and unless otherwise specified herein, such Permitted Transferees.
