Exhibit 10.1
AMENDMENT 7
TO
MASTER PROFESSIONAL SERVICES AGREEMENT
Amendment No.: | - 7 - |
Amendment Effective Date: | 5 January, 2021 |
This “Amendment 7” is made as of the Amendment Effective Date by and between Citigroup Technology, Inc. (“Citi”) and Virtusa Corporation (“Supplier”) and amends the Master Professional Services Agreement between the Parties dated July 1, 2015, as amended (the “Agreement).
BACKGROUND AND PURPOSE
WHEREAS, on September 9, 2020, Supplier entered into an agreement and plan of merger (the “Merger Agreement”) with Austin HoldCo Inc. (“Parent”) and Austin BidCo Inc., a wholly owned subsidiary of Parent (“Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Sub will be merged with and into Supplier, with Supplier continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Baring Transaction”);
WHEREAS, under the Agreement, Citi may terminate the Agreement within twelve (12) months following consummation of the Baring Transaction, which right Virtusa has asked Citi to waive; and
WHEREAS, in consideration of and to enable the foregoing waiver, the Parties have agreed to amend the audit provisions of the Agreement and for Parent to guarantee Supplier’s obligations under the Agreement,
NOW THERFORE, in consideration of the mutual covenants contained in this Amendment 7, Supplier and Citi agree as follows:
| 1. | Capitalized Terms. All capitalized terms used and not defined in this Amendment 7 have the meanings specified in the Agreement. |
| 2. | Waiver. Subject to execution of a Parent guarantee in a form reasonably acceptable to Citi, Citi hereby waives its right under Section 2.2.2(c) of the Agreement to terminate the Agreement due to the Baring Transaction as characterized herein. Except for this limited waiver, Citi does not waive any other rights or remedies it may have under the Agreement, at law, or in equity. |
| 3. | Replacing Sections 14.2.1 and 14.2.2 - “Audit”. Sections 14.2.1 and 14.2.2 (Audit) of the Agreement is deleted in its entirety and replaced with the following:
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“14.2.1Supplier and its Affiliates will permit Citi, Citi Affiliates, Regulators or a duly assigned representative of any or all of them (collectively, “Citi’s Audit Personnel”) to conduct an audit of Supplier’s organization as may be required under Citi’s policies and procedures or Applicable Law. Without limiting the foregoing, Citi’s Audit Personnel shall have the right from time to time to (i) obtain access to Supplier’s and Supplier Affiliates’ books and records, data centers, Service Locations, and relevant Supplier Personnel, to enable Citi’s Audit Personnel to audit, at Citi’s sole expense, any aspects of the provision of Services by Supplier to Citi (including Supplier’s Service Locations, operating practices, policies, processes and procedures relating to the Services and the fees and charges invoiced by Supplier to Citi), including Supplier’s ability to provide the Services contemplated under this Agreement and any Work Order, (ii) copy or take extracts from any records (redacted to remove references to matters other than those related to the Services), (iv) interview Supplier’s Personnel, (iii) run computer programs and perform any other functions necessary for control assessment and/or investigations, and (iv) examine Supplier’s performance of its duties under this Agreement, including audits of practices and procedures, systems, applications development and maintenance procedures and
