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, 2011Merger Agreement • 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.
CREDIT AGREEMENT Dated as of May 3, 2011 among GENPACT INTERNATIONAL, INC. HAWK INTERNATIONAL CORPORATION each as a Borrower, GENPACT LIMITED as Holdings, BANK OF AMERICA, N.A. as Administrative Agent, BANK OF AMERICA, N.A. as Swing Line Lender and...Credit Agreement • May 10th, 2011 • Genpact LTD • Services-management consulting services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 3, 2011, among GENPACT INTERNATIONAL, INC., a Delaware corporation (“GII”), HAWK INTERNATIONAL CORPORATION (to be merged with and into HEADSTRONG CORPORATION), a Delaware corporation (“Merger Sub” and with GII, the “Borrowers” and each a “Borrower”), GENPACT LIMITED, an exempted limited liability company organized under the laws of Bermuda (“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, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and Bank of America, N.A., Citigroup Global Markets Asia Limited, JPMorgan Chase Bank, N.A., Hong Kong Branch, UBS AG Hong Kong Branch as Mandated Lead Arrangers and as Bookrunners.
