Exhibit 2.2
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Amendment Agreement") is made on this the
21 day of August, 2003:
BY AND AMONG
GMR Infrastructure Limited, a company incorporated under the [Indian] Companies
Act, 1956, as amended, ("Companies Act") and having its registered office at
6-3-866/ X0, Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxxx - 000 000, Xxxxxx Xxxxxxx, Xxxxx
("GMR");
PM Ventures Private Limited, a company incorporated under the Companies Act and
having its registered office at XXXX Xxxxx, 00/0 Xxxxxx Xxxx, Xxxxxxxxx 560 025,
Karnataka, India ("PM Ventures");
Quintant Services Limited, a company incorporated under the Companies Act and
having its registered office at 93/A, 4th B Cross, 0xx Xxxxx, Xxxxxxxxxx Xxxx,
Xxxxxxxxxxx, Xxxxxxxxx 560 095, Karnataka, India ("Company"); and
iGATE Global Solutions Limited, a company incorporated under the Companies Act
and having its registered office at Xx. 0, Xxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxxxxxx
Xxxx, Xxxxxxxxxxx Extension, Xxxxxxxxx 000 000, Xxxxxxxxx, Xxxxx ("iGATE
Global").
RECITALS
A. WHEREAS, GMR, PM Ventures, the Company and iGATE Global have entered into a
Share Purchase Agreement dated July 30, 2003 (the "Share Purchase Agreement")
pursuant to which the GMR and PM Ventures have agreed to sell to iGATE Global an
aggregate of Fifty Seven Thousand Nine Hundred and Seventy Seven (57,977) fully
paid up equity Shares of the Company.
B. WHEREAS, the parties to the Share Purchase Agreement desire to amend the
Share Purchase Agreement in the manner set forth in this Amendment Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties to this Amendment
Agreement hereby agree as follows:
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AGREEMENT
1. The following definitions shall be included in Section 1.1 of the Share
Purchase Agreement:
(a) ""ADRs" means American Depositary Receipts issued pursuant to the
Deposit Agreement representing American Depositary Shares, each of
which represents one (1) underlying Share;"
(b) ""Deposit Agreement" means the deposit agreement dated January 23,
2003 among the Company, the Depositary, and the holders, owners and
beneficial owners of restricted ADRs;"
(c) ""Depository" means the Deutsche Bank Trust Company Americas, acting
through its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX;"
(d) ""Code" has the meaning assigned to such term in Section 6.10;"
(e) ""ESOS" means the Employee Stock Option Scheme of the Company,
approved on April 4, 2003 by the shareholders of the Company;"
(f) ""ISO Option" means an option granted to an employee of the Company
pursuant to the ISO Plan to acquire, upon exercise of the option,
[one] ADR;"
(g) ""ISO Plan" means the 2003 Stock Option Incentive Plan of the Company,
approved by the board of directors of the Company on January 22,
2003;"
(h) ""iGATE Global Option Plan" means the Employee Stock Option Plan of
iGATE Global, approved on January 24, 2000 by the shareholders of
iGATE Global in general meeting;"
(i) ""iGATE Global Share" means an equity share of iGATE Global of par
value Rupees Ten (Rs.10) each;"
2. The definition of the term "Escrow Agreements" contained in Section 1.1
of the Share Purchase Agreement shall be amended and restated in its entirety to
read as follows:
""Escrow Agreements" means (i) the agreement to be entered into among each
of Xxxxxx Xxxxxx, an Indian national residing at 0000, Xxxxxxx Xxx,
Xxxxxxx, Xxxxxxxxxx 00000, XXX (in her capacity as custodian for Xxxxx
Xxxxxx and Xxxxx Xxxxxx), AS, KM, the Company, iGATE and an escrow agent,
governing the release of ADRs held by such individual and (ii) the
agreement to be entered
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into among TGR, the Company, iGATE Global and an escrow agent governing the
release of Shares held by TGR;
3. The definition of the term "Escrow Termination Agreement" contained in
Section 1.1 of the Share Purchase Agreement shall be amended and restated in its
entirety to read as follows:
""Escrow Termination Agreements" means (i) the agreement to be entered into
among AS, KM, Xxxxx Xxxxx, Xxxx Xxxxx, the Company and Bank of New York, a
banking corporation established under the laws of the State of New York,
and having its principal corporate trust xxxxxx xx 000, Xxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, XXX terminating the escrow and voting agreement dated
January 23, 2003 entered into among such parties and (ii) the agreement to
be entered into among TGR, the Company and Standard Chartered Bank, a body
incorporated in England and having its registered office at 0, Xxxxxxxxxxxx
Xxxxxx, Xxxxxx, X.X., with an office at Xxxxxx Xxxxxx, 00, X.X. Xxxx,
Xxxxxxxxx, Xxxxxxxxx, Xxxxx terminating the escrow agreement dated January
23, 2003 entered into among such parties;"
4. The definition of the term "Shareholders Agreement" contained in Section
1.1 of the Share Purchase Agreement shall be amended and restated in its
entirety to read as follows:
""Shareholders Agreement" means the shareholders agreement dated January
24, 2003 by and among AS, KM, PM, TGR, the Non-Continuing Founders, GMR, PM
Ventures and the Company, and the amendment agreement dated January 24,
2003 among the same parties;"
5. Article VI shall be amended to include the following Section 6.10:
"As soon as practicable following the Closing but effective as of the
Closing Date, the ISO Options shall be exchanged by the Purchaser for
options to acquire iGATE Global Shares ("iGATE Global Options"). The iGATE
Global Options shall have, and be subject to, the same terms and conditions
as the ISO Options surrendered in the exchange, as in effect immediately
prior to the Closing Date, except that (a) upon the exercise of the iGATE
Global Options, the option holder will acquire such number of iGATE Global
Shares that are equal to the product of the number of ADRs that were
issuable upon exercise of the ISO Options surrendered in the exchange
immediately prior to the Closing Date multiplied by 0.88, rounded down to
the nearest whole number of iGATE Global Shares and (b) the per Share
exercise price for the iGATE Global Shares issuable upon the exercise of
the iGATE Global Options shall be equal to Rupees One Hundred (Rs.100);
it being the intention of the parties that
in the case of any ISO Option to which Section 421 of the Code
applies by reason of its qualification under Section 422 of the Code, that
the exercise price of the option, the number of iGATE Global Shares
purchasable pursuant to
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such option and the terms and conditions of exercise of such option
shall be determined in a manner which complies with Section 424 of the
Code.
if Purchaser is unable to issue any of the iGate Global Options by
reason of applicable Laws, then Purchaser will endeavor to issue options of
similar value for publicly traded stock of its parent company. The grant of
iGATE Global Options shall be subject to applicable Laws."
6. Section 7.1 (j) shall be amended and restated in its entirety to read as
follows:
""Escrow Termination Agreements. Receipt by the Purchaser of a copy of the
Escrow Termination Agreements, duly executed by each party thereto."
7. Section 7.1(k) shall be amended and restated in its entirety to read as
follows:
"Escrow Agreements. Receipt by the Purchaser of a copy of the Escrow
Agreements, duly executed by each party thereto."
8. Section 7.1(o) shall be deleted in its entirety.
9. Section 7.1 (q) shall be amended and restated in its entirety to read as
follows:
"Employee Stock Options. Receipt by the Purchaser, of (A) evidence in form
satisfactory to the Purchaser, evidencing the termination of the ESOS and
the ISO Plan, (B) letters from each employee who has received or is
entitled to receive options under the ESOS consenting to the termination of
such plans and agreeing not to exercise the options granted under the ESOS
and (C) letters from each employee who has received or is entitled to
receive ISO Options consenting to the termination of the ISO Plan and
agreeing not to exercise the ISO Options."
10. This Amendment Agreement may be executed in counterparts, each of which
shall constitute an original and all of which together shall constitute one and
the same instrument.
11. This Amendment Agreement may not be modified or waived except in
writing executed by all parties to this Agreement.
12. This Amendment Agreement shall be governed by the laws of the Republic
of India.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be executed on the day and year first hereinabove written.
GMR INFRASTRUCTURE LIMITED
By:
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Name:
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Title:
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PM VENTURES PRIVATE LIMITED
By:
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Name:
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Title:
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QUINTANT SERVICES LIMITED
By:
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Name:
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Title:
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IGATE GLOBAL SOLUTIONS LIMITED
By:
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Name:
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Title:
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