Sample Business Contracts

Stockholders Agreement - Satyam Infoway Ltd., Satyam Computer Services Ltd. and Sterling Commerce Inc.

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                            STOCKHOLDERS AGREEMENT

     STOCKHOLDERS AGREEMENT, dated as of September 14, 1999, by and among Satyam
Infoway Limited (the "Company"), Satyam Computer Services Limited ("SCSL") and
                      -------                                       ----
Sterling Commerce, Inc. ("Sterling Commerce").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, in connection with the issuance and sale by the Company, and
purchase by Sterling Commerce, of 481,000 Equity Shares of the Company, the
parties desire to enter into this agreement (the "Agreement");

     WHEREAS, this Agreement shall become effective (the "Effective Date") on
the date of, and simultaneously with, the closing under the Stock Purchase
Agreement by and between the Company and Sterling Commerce relating to the issue
and sale of the Equity Shares to Sterling Commerce (the "Stock Purchase

     WHEREAS, on the Effective Date SCSL shall beneficially own 12,379,800
Equity Shares of the Company; and

     WHEREAS, the parties hereto desire to restrict the sale, assignment,
transfer, encumbrance or other disposition of Equity Shares by SCSL and Sterling
Commerce and to provide for certain rights and obligations in respect to the
Equity Shares and the Company as hereinafter provided.

     NOW THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I


     Section 1.1  Definitions.  As used in this Agreement, the following terms
have the following meanings:

     "ADS" shall have the meaning set forth in Section 3.1.

     "Agreement" shall have the meaning set forth in the preamble.

     "Affiliate" shall mean, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person.  For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.
Without limiting the foregoing, (i) all directors and officers of a Person that
is a corporation, and all managing members of a Person that is a limited
liability company, shall be deemed Affiliates of such Person for all purposes
hereunder, and (ii) in the case of an individual, Affiliate shall include (a)
members of such specified Person's immediate family (as defined in Instruction 2
of Item 404(a) of Regulation S-K under the Securities Act) and (b) trusts, the
trustee and all beneficiaries of which are such specified Person or members of
such Person's immediate family as determined in accordance with the foregoing
clause (a).

     "Affiliate Transaction" shall mean (i) any sale, lease, transfer or other
disposition by the Company or its subsidiaries of any of their respective
properties or assets to, (ii) any purchase of property or assets by the Company
or its subsidiaries from, (iii) any investment by the Company or its
subsidiaries in, (iv) any agreement (including without limitation, the Formation
Documents, and including any amendments, supplements or any other modifications
to such agreements) by the Company or its subsidiaries with or for the benefit
of, or (v) any other transaction between the Company or its subsidiaries with
SCSL, any of its Affiliates or any other Affiliate of the Company.

     "Board Observer" shall have the meaning set forth in Section 4.1(a).

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Business Day" shall mean a day other than a Saturday or Sunday or any
holiday on which banks are permitted to be closed in New York, New York or
Chennai, India.

     "Company" shall have the meaning set forth in the preamble.

     "Effective Date" shall have the meaning set forth in the recitals.

     "Equity Shares" shall mean the equity shares, par value Rs.10 per share, of
the Company.

     "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

     "General  Committee" shall have the meaning set forth in Section 4.1(b).

     "Initial Public Offering" shall mean the initial primary Public Offering of
equity securities by the Company (other than (i) pursuant to a registration
statement on Form S-8 or otherwise relating to equity securities issuable
exclusively under the Company's Stock Option Plan, or (ii) pursuant to a merger,
consolidation or reorganization).

     "Pecuniary Interest" in any security shall mean the opportunity, directly
or indirectly, to profit or share in any profit derived from a transaction in
such security.

     "Permitted Exchange" shall mean the New York Stock Exchange, the American
Stock Exchange or the Nasdaq Stock Market National Market System.

     "Permitted Transferee" shall mean, with respect to any Person, any
Affiliate of such Person.

     "Person" shall mean an individual or a corporation, partnership, limited
liability company, trust, or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "Proposed Purchaser" shall mean a Person or group of Persons to which SCSL
proposes to Transfer Equity Shares in accordance with Section 2.4.

     "Public Offering" shall mean any underwritten public distribution of equity
securities of the Company in the United States pursuant to an effective
registration statement under the Securities Act.


     "Qualified IPO" shall mean an Initial Public Offering in which (i) the
gross proceeds from the shares of Equity Shares sold are at least $20 million,
and (ii) immediately after such offering the Equity Shares, or American
Depositary Shares representing the Equity Shares, are listed for trading on a
Permitted Exchange.

     "Registration Rights Agreement" shall mean that certain Registration Rights
Agreement, dated as of the date hereof, by and among the Company, South Asia
Regional Fund and Sterling Commerce.

     "Rule 144 Open Market Transaction" shall mean any bona fide public sale of
securities in an open market transaction under Rule 144 of the Securities Act
(or any successor rule) if such sale is in compliance with the requirements of
paragraphs (c), (d), (e), (f) and (g) or paragraph (k) of such rule.

     "Securities Act" shall mean the U.S. Securities Act of 1933, as amended,
and the rules and regulations thereunder.

     "Similarly Situated Investor" shall mean any stockholder of the Company
which is entitled to designate any member of, or observer to, the Board of

     "Stock Purchase Agreement" shall have the meaning set forth in the

     "Tag-Along Notice" shall have the meaning set forth in Section 2.4(c).

     "Tag-Along Sale" shall mean a Transfer of SCSL's Pecuniary Interest in
Equity Shares resulting in SCSL holding less than 51% of the issued and
outstanding Equity Shares, including, without limitation, by means of such
SCSL's Transfer of an interest in any Person owning such Equity Shares.

     "Third Party" shall mean any prospective purchaser of Equity Shares (that
is not an Affiliate or Permitted Transferee of the transferor) in an arm's
length purchase from such transferor.

     "Transfer" shall mean (i) when used as a noun: any direct or indirect
transfer, sale, assignment, pledge, hypothecation, encumbrance or other
disposition and (ii) when used as a verb: to directly or indirectly transfer,
sell, assign, pledge, hypothecate, encumber or otherwise dispose of.

     "Transferee" shall mean any Person to whom Equity Shares have been
Transferred in compliance with the terms of this Agreement.

     "Transfer Allotment" shall mean the product of (i) the total number of
Equity Shares proposed to be Transferred in such Tag-Along Sale multiplied by
(ii) a fraction, the numerator of which is the total number of Equity Shares
owned by Sterling Commerce and its Affiliates as of the close of business on the
second day immediately preceding the mailing date of the Transfer Notice and the
denominator of which is the total number of Equity Shares then owned by SCSL and
Sterling Commerce and its Affiliates.

     "Transfer Date" shall have the meaning set forth in Section 2.4(b).

     "Transfer Notice" shall have the meaning set forth in Section 2.4(b).


                                  ARTICLE II

                           RESTRICTIONS ON TRANSFERS

     Section 2.1  Transfers in Contravention of this Agreement.  Any attempt to
Transfer, or purported Transfer of, any Equity Shares in violation of the terms
of this Agreement shall be null and void and neither the Company nor any
transfer agent shall register upon its books any such Transfer.  A copy of this
Agreement shall be filed with the Secretary of the Company and kept with the
records of the Company.

     Section 2.2  Transfers.  (a) Subject to Section 2.4, Sterling Commerce
shall not Transfer any Pecuniary Interest in any Equity Shares for a period of
180 days commencing on the Effective Date, except Transfers to a wholly-owned
subsidiary or parent corporation.

     (b) In the event of a Qualified IPO, neither Sterling Commerce nor SCSL
shall Transfer any Equity Shares for a period (the "Lockup Period") commencing
on the date on which such Qualified IPO is consummated, provided that all (i)
members of the Board of Directors, (ii) Affiliates of members of the Board of
Directors, which Affiliates own Equity Shares and (iii) Similarly Situated
Investors agree to a substantially identical lockup.  The length of the Lockup
Period shall be determined by the Company, after consultation with the
underwriters in connection with the Qualified IPO, but in no event shall be
longer than 180 days.

     (c) Neither Sterling Commerce nor SCSL shall Transfer any Equity Shares
(other than Transfers (1) to the Company, (2) to any Affiliate, (3) pursuant to
a merger or consolidation involving the Company or the sale of all or
substantially all of the outstanding Equity Shares or (4) Transfers constituting
a bona fide public distribution pursuant to (x) any registration statement filed
under the Securities Act or any Public Offering or (y) Rule 144 Open Market
Transactions) unless (i) the certificates representing such Equity Shares issued
to the Transferee bear the legend provided in Section 2.3, if required by such
Section, and (ii) the Transferee (if not already a party hereto) has executed
and delivered to each other party hereto, as a condition precedent to such
Transfer, an instrument or instruments, reasonably satisfactory to such parties,
confirming that the Transferee agrees to be bound by the terms of this Agreement
in the same manner as such Transferee's transferor, except as otherwise
specifically provided in this Agreement.

     Section 2.3  Legend.  Sterling Commerce hereby agrees that each outstanding
certificate representing Equity Shares issued to it, or any certificate issued
in exchange for any similarly legended certificate (including any related
depositary receipt), shall, unless sold in a transaction pursuant to Section
2.2(c)(1), (2), (3) or (4), bear a legend reading substantially as follows:




     Section 2.4  Tag-Along Rights.  (a) In the event that SCSL proposes to
effect a Tag-Along Sale, SCSL shall afford Sterling Commerce the opportunity to
participate therein in accordance with this Section 2.4.

     (b) With respect to each Tag-Along Sale, Sterling Commerce shall have the
right to Transfer, at the same price and upon identical terms and conditions as
such proposed Transfer (except as set forth below), the number of Equity Shares
owned by Sterling Commerce equal to the Transfer Allotment; provided, however,
that in the event of a Tag-Along Sale pursuant to a Transfer by SCSL of an
interest in a Person that directly or indirectly owns Equity Shares, the price
and other terms and conditions of such Tag-Along Sale applicable to Sterling
Commerce shall as closely approximate those of the proposed Transfer as is
reasonably practicable.

     At the time any Tag-Along Sale is proposed, SCSL shall give written notice
to Sterling Commerce of its right to sell Equity Shares hereunder (the "Transfer
Notice"), which notice shall identify the Proposed Purchaser and state
the number of Equity Shares proposed to be Transferred, the proposed offering
price (including the form and terms of any non-cash consideration to be received
in connection therewith), the proposed date of any such Transfer (the "Transfer
Date") and any other material terms and conditions of the proposed Transfer.
The Transfer Notice shall also contain a complete and correct copy of any offer
to, or agreement with, SCSL by the Proposed Purchaser to purchase such Equity
Shares.  SCSL shall use its reasonable best efforts to deliver the Transfer
Notice at least 30 days prior to the Transfer Date and in no event shall SCSL
provide such Transfer Notice later than 21 days prior to the Transfer Date.

     (c) If Sterling Commerce wishes to participate in the Tag-Along Sale, it
shall provide written notice (the "Tag-Along Notice") to SCSL no less than seven
days prior to the Transfer Date. The Tag-Along Notice shall set forth the number
of Equity Shares that Sterling Commerce elects to include in the Transfer, which
shall not exceed the Transfer Allotment; provided that the failure of Sterling
Commerce to correctly specify a number of Equity Shares not exceeding the
Transfer Allotment shall not affect the rights Sterling Commerce may otherwise
have under this Section 2.4. Any Tag-Along Notice given by Sterling Commerce
shall constitute its binding agreement to sell such Equity Shares on the terms
and conditions applicable to the Transfer.

     If a Tag-Along Notice is not received by SCSL from Sterling Commerce prior
to the seven-day period specified above, SCSL shall have the right to sell or
otherwise Transfer the number of Equity Shares specified in the Transfer Notice
to the Proposed Purchaser specified in the Transfer Notice without any
participation by Sterling Commerce, but only on terms and conditions with
respect to the consideration paid by the Proposed Purchaser no more favorable
(and other material terms and conditions which a reasonable investor would
consider significant to the decision to include Equity Shares in the Transfer no
more favorable in any material respect) to the Proposed Purchaser than as stated
in the


Transfer Notice to Sterling Commerce, and only if such Transfer occurs on a date
within 60 Business Days of the Transfer Date.

     (d) The provisions of this Section 2.4 shall not apply to any Transfers (i)
by SCSL to a Permitted Transferee of SCSL (provided that such Permitted
Transferee has agreed to be bound by this Agreement as contemplated by Section
2.2 hereof), (ii) pursuant to a Public Offering, or (iii) pursuant to a Rule 144
Open Market Transaction of which Sterling Commerce has been provided at least
two Business Days prior written notice.

     (e) The parties acknowledge that South Asia Regional Fund has transfer
rights pursuant to Article 14 of the Share Subscription and Shareholders'
Agreement, dated as of February 5, 1999, by and among the Company, SCSL, South
Asia Regional Fund and Mr. B. Ramalinga Raju, which provides, among other
things, that SCSL shall not be entitled to transfer any Equity Shares to a buyer
unless it shall have first procured that the buyer makes a written offer to
purchase all of the Equity Shares held by South Asia Regional Fund.

     Section 2.5  Deliveries at Closing; Method of Payment of Purchase Price.
SCSL and Sterling Commerce, as applicable, shall deliver to the Proposed
Purchaser, against delivery of the purchase price for the Equity Shares being
sold by it, (i) certificates appropriately endorsed and representing the Equity
Shares being sold, free and clear of any lien, claim or encumbrance, and (ii)
such other documents, including, without limitation, executed stock powers and
evidence of ownership and authority, as the purchasers may reasonably request.

                                  ARTICLE III

                             ADDITIONAL AGREECMENTS

     Section 3.1 In connection with a Qualified IPO, at such time as a market is
created in the United States for American Depositary Shares ("ADSs")
representing Equity Shares, the Company and Sterling Commerce will use their
respective reasonable best efforts to obtain all Government of India and other
approvals required for Sterling to deposit the Equity Shares acquired by it from
the Company with the depositary and receive in exchange therefor American
Depositary Receipts evidencing ADSs.

                                   ARTICLE IV


     Section 4.1  Boards of Directors.  (a) Sterling Commerce shall not be
entitled to designate any members of the Board of Directors by virtue of this
Agreement.  For so long as Sterling Commerce owns at least 2.0% of the issued
and outstanding Equity Shares, Sterling Commerce shall be entitled to designate
one non-voting observer to the Board of Directors (the "Board Observer"),
provided that the Board Observer shall at all times be a senior officer of
Sterling Commerce reasonably acceptable to the Chief Executive Officer of the
Company.  The Board Observer shall be entitled to all of the rights and
privileges of members of the Board of Directors, including without limitation,
access to all information to which members of the Board of Directors have
access, except that (i) the Board Observer shall not be entitled to vote on any
matter brought before the Board of Directors, (ii) the Board Observer shall be
excluded from any portion of any meeting, at the good faith discretion of the
Chief Executive Officer of the Company or the Chairman of the Board of
Directors, to protect the competitive interests of the Company or where a
conflict of interest exists, including, without limitation, matters relating to


relationship between the Company and Sterling Commerce, (iii) if the Company
has been advised by outside counsel that providing certain information to Board
Observers would be reasonably likely to cause such information to be not subject
to an applicable attorney-client or similar privilege, the Company shall be
entitled to withhold such information from the Board Observer, and (iv) upon
request, the Board Observer shall execute a confidentiality agreement in
customary form with respect to information obtained in his or her capacity as a
Board Observer.

     (b) The Board Observer shall be entitled to observe meetings of Committees
of the Board of Directors, which committees (the "General Committees") have been
delegated general authority by the Board of Directors, including, without
limitation, any Executive Committee. The Company agrees to inform promptly
Sterling Commerce of business conducted by committees of the Board of Directors
other than General Committees.

     (c) The Board Observer shall be provided advance notice of all meetings of
the Board of Directors and General Committees, such notice to be given in the
same manner as the notice given to the members of the Board of Directors or
General Committees, as applicable.

     Section 4.2  Action by the Board of Directors. (a) Prior to the
consummation of a Qualified IPO, no consent or approval of Sterling Commerce
shall be required in connection with the making of any decision, or the taking
of any action, by the Board of Directors, including, without limitation, any
future equity financing at a price per Equity Share equal to or greater than the
purchase price paid by Sterling Commerce provided that the rights to transfer or
otherwise dispose of, and registration rights and other liquidity rights with
respect to, Equity Shares of the then existing stockholders of the Company are
diluted on a pro rata basis.

     (b) Prior to the consummation of a Qualified IPO, the Company shall not
take, or agree to take, any action regarding the following matters without the
consent of at least 71%, or such higher percentage as may be required by
applicable law, of the issued and outstanding Equity Shares:

         (i)   any amendment to the Company's Memorandum or Articles of

         (ii)  issuing to any Person more than 100,000 Equity Shares, or any
     options, warrants or other rights to acquire more than 100,000 Equity
     Shares, except for (x) a Qualified IPO, (y) issuances to a Person which
     provides content and/or infrastructure to the Company for use in the
     Company's business or (z) compensatory employee benefits plans,

         (iii) declaring or paying dividends on, or making distributions
     with respect to, any Equity Shares;

         (iv)  any merger, consolidation or other sale of the Company, including
     any sale or other transfer of all or a material portion of the Company's

         (v)   making loans in excess of U.S.$1.0 million in the aggregate;

         (vi)  any entry into any business which is unrelated to the Company's
     existing business;

         (vii) any Affiliate Transaction in excess of U.S. $60,000, other than
     compensation of executive officers approved by the Board of Directors; and


         (viii)  any material change in the Company's accounting policies, other
     than changes required to comply with generally accepted accounting

                                   ARTICLE V


     Section 5.1  Termination.  Except as otherwise provided herein with
respect to certain specific provisions, this Agreement shall terminate upon the
earlier to occur of:

         (i)   the mutual agreement of the parties hereto,

         (ii)  the date on which Sterling Commerce (or its Permitted
     Transferees) ceases to own any Equity Shares; or

         (iii) on the tenth anniversary of the Effective Date.

                                   ARTICLE VI


     Section 6.1  No Inconsistent Agreements. Except for the Share Subscription
and Shareholders' Agreement, dated as of February 5, 1999, by and among the
Company, SCSL, South Asia Regional Fund and Mr. B. Ramalinga Raju, as amended,
each party represents and agrees that, as of the Effective Date, there is no,
and from and after the Effective Date they will not enter into any, agreement
(written or oral) that is inconsistent in any material respect with this

     Section 6.2  Recapitalization, Exchanges, etc. If any capital stock or
other securities are issued in respect of, in exchange for, or in substitution
of, any Equity Shares by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up, sale of assets, distribution to
stockholders or combination of the Equity Shares or any other change in capital
structure of the Company, then appropriate adjustments shall be made with
respect to the relevant provisions of this Agreement so as to fairly and
equitably preserve, as far as practicable, the original rights and obligations
of the parties hereto under this Agreement and the term "Equity Shares" as used
herein, shall be deemed to include shares of such capital stock or other
securities, as appropriate. Without limiting the foregoing, whenever a
particular number of Equity Shares is specified herein, such number shall be
adjusted to reflect stock dividends, stock-splits, combinations or other
reclassifications of stock or any similar transactions.

     Section 6.3  Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, and their respective
successors and permitted assigns; provided that (i) neither this Agreement nor
any rights or obligations hereunder may be transferred or assigned by the
Company (except by operation of law in any merger); (ii) neither this Agreement
nor any rights or obligations hereunder may be transferred or assigned by SCSL
except to any Person to whom it has Transferred Equity Shares in compliance with
this Agreement and who has become bound by this Agreement pursuant to Section
2.2 hereof; and (iii) the rights of the parties under Section 2.4 and Article IV
hereof may not be assigned to any Person except as explicitly provided therein.
If any party hereto shall acquire additional Equity Shares, such Equity Shares
shall, except as otherwise expressly


provided herein, be held subject to (and entitled to all the benefits of) all of
the terms of this Agreement.

      Section 6.4  No Waivers; Amendments. (a) No failure or delay by any party
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.

     (b) This Agreement may not be amended or modified, nor may any provision
hereof be waived, other than by a written instrument signed by the Company, SCSL
and Sterling Commerce.

     Section 6.5  Notices.

     All notices and other communications provided for or permitted hereunder
shall be made by hand-delivery, telecopier, or overnight air courier
guaranteeing next day delivery:

     (a) if to Sterling Commerce, at 4600 Lakehurst Court, Dublin, Ohio 43106,
Attention Al Hoover, with a copy (which shall not constitute notice) to Skadden,
Arps, Slate, Meagher & Flom, LLP, 919 Third Avenue, New York, New York 10022,
Attention: Eric J. Friedman, Esq;

     (b) if to the Company, at Maansarovar Towers, 271-A, Anna Salai, Teynampet,
Chennai - 600 018, India, Attention: R. Ramaraj, with a copy (which shall not
constitute notice) to IInd Floor, Mayfair Centre, 1-8-303/36, S.P. Road,
Secunderabad - 500 003, India, Attention: R. Ramaraj, with a copy (which shall
not constitute notice) to M.G. Ramachandran, B 12 Kalindi Colony, New Delhi -
110 065, India, and to Latham & Watkins, 135 Commonwealth Drive, Menlo Park,
California 94025, Attention: Anthony J. Richmond, Esq.;

     (c) if to SCSL, at Mayfair Centre, S P Road, Secunderabad 500 003, India,
Attention: B. Ramalinga Raju.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when receipt
acknowledged, if telecopied; and the next business day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
The parties may change the addresses to which notices are to be given by giving
five days' prior notice of such change in accordance herewith.

     Section 6.6  Inspection. So long as this Agreement shall be in effect, this
Agreement and, amendments hereto and waivers hereof shall be distributed to all
parties hereto after becoming effective and shall be available upon the request
of any party hereto.

     Section 6.7  Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of India.

     Section 6.8  Section Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

     Section 6.9  Entire Agreement. This Agreement, together with the Stock
Purchase Agreement, the Registration Rights Agreement and the other Documents
(as defined in the Stock Purchase Agreement), constitutes the entire agreement
and understanding among the parties hereto with respect to the subject matter
hereof and thereof and supersedes any and all prior agreements and
understandings, written or oral, relating, to the subject matter hereof as
between the parties hereto. Without limiting the


independent obligations of the Company to Sterling Commerce contained herein,
the parties acknowledge that the Company and SCSL are parties to the Share
Subscription and Shareholders' Agreement, dated as of February 5, 1999, by and
among the Company, SCSL, South Asia Regional Fund and Mr. B. Ramalinga Raju.

     Section 6.10  Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdictions, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

     Section 6.11  Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original and which together shall constitute
one and the same agreement.

     Section 6.12  Time of Essence.  Time shall be of the essence in this

     Section 6.13  Arbitration.

     (a)  Any and all claims, disputes, questions or controversies involving the
parties hereto and arising out of or in connection with this Agreement, or the
execution, interpretation, validity, performance, breach or termination hereof
(collectively, "Disputes") shall, upon the written request of any party to this
Agreement, be first referred to senior officers of each party for resolution.
The senior officers shall meet immediately and attempt to negotiate a resolution
of the Dispute. If such officers, negotiating in good faith, are unable to
resolve and settle the dispute within fifteen (15) calendar days after the
Dispute is first submitted to them, then any such officer shall be entitled to
cause the Dispute to be submitted for settlement pursuant to the terms of
Section 6.13(b).

     (b) Any Dispute which is not settled after an attempt by the parties hereto
by amicable negotiation under Section 6.13(a) shall be resolved by final and
binding arbitration. The arbitration shall be held in London in accordance with
the Rules of the International Chamber of Commerce as then existing and shall be
heard and determined by an arbitral tribunal composed of three (3) arbitrators.
Each party shall nominate one arbitrator within thirty (30) days after the date
on which the Dispute is submitted to arbitration pursuant to this 6.11(b), and
both of such arbitrators shall nominate a third arbitrator, who shall serve as
the Chairman of such arbitral tribunal, within sixty (60) days after the date on
which the Dispute is submitted to arbitration pursuant to this 6.11(b). If any
arbitrator has not been named within the time limits specified herein, such
appointment shall be made by the International Court of Arbitration of the
International Chamber of Commerce, upon the written request of any party, if
possible within thirty (30) days of such request. In the event there are more
than two parties to a Dispute, whether as claimants or respondents, the
procedure for selection of arbitrators remains the same as above, except that
each of the multiple claimants and/or respondents shall jointly appoint an

     (c) Neither the existence of any Dispute nor the fact that any arbitration
is pending hereunder shall relieve either party hereto of its respective
obligations under this Agreement.

     (d) Each party agrees that all of the transactions contemplated by this


shall constitute and shall be deemed to constitute commercial activities. To the
extent that any party may be entitled in any jurisdiction whatsoever to claim
immunity, whether characterized as sovereign or otherwise, from litigation,
execution, set-off, attachment or other legal process of any nature whatsoever,
it hereby expressly and irrevocable waives such immunity.

     (e) Any arbitration proceedings, decision or award rendered hereunder and
the validity, effect and interpretation of this arbitration agreement shall be
governed by the laws of the place or arbitration and by the United Nations
Convention on Recognition and Enforcement of Foreign Arbitral Awards of June 10,
1958. The award shall be final and binding on the parties and judgment upon any
award may be entered in any court of competent jurisdiction.

     (f) To the fullest extent permitted by law, the parties hereby waive any
rights of appeal to any court of competent jurisdiction with respect to any
question of law arising in the course of the arbitration or with respect to any
award, whether interlocutory or final. The parties expressly agree that leave to
appeal or state a special case under Section 45 or Section 69 of the English
Arbitration Act of 1996 shall not be sought with respect to any question of law
arising during the course of the arbitration or with respect to any award made.
However, the parties do not intent to deprive any court of its jurisdiction to
issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid
of the arbitration proceedings or in connection with the enforcement of any
award. Without prejudice to the availability of provisional remedies under the
jurisdiction of a competent court, the arbitral tribunal shall have fully
authority to grant provisional remedies.

     (g) The arbitral tribunal may consolidate an arbitration arising under or
relating to this Agreement, the Stock Purchase Agreement and the Registration
Rights Agreement with any other arbitration arising under or relating to any of
these agreements, if the subject of the disputes in the arbitrations arises out
of or relates essentially to the same set of facts or transactions, and no party
would be prejudiced thereby. Such consolidated arbitration(s) shall be
determined by the arbitral tribunal appointed for the arbitration proceeding
that was commenced first in time.

     (h) The arbitration proceedings conducted pursuant to this Agreement shall
be confidential. Neither party shall disclose or permit the disclosure of any
information about the evidence adduced or the documents produced by the other
party in the arbitration proceedings or about the existence, contents or results
of the arbitration without the prior written consent of the other party except
as required by law or in the course of a judicial, regulatory or arbitration
proceeding, as may be requested or required by a governmental authority or as
required for the enforcement of an arbitral award. Before making any disclosure
permitted by the preceding sentence, the party intending to make such disclosure
shall give the other party reasonable written notice of the intended disclosure
and afford the other party a reasonable opportunity to protect its interests.

     Section 6.14  Specific Performance.

     The parties hereto agree that the provisions of this Agreement are
reasonable and necessary to protect the interests of the parties and that the
parties' remedies at law for breach of any of the provisions of this Agreement
will be inadequate and that, in connection with any such breach, the parties
will be entitled, in addition to any other remedies (whether at law or in
equity), to temporary and permanent injunctive relief in accordance with
applicable law.

                            (Signature pages follow)


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                              SATYAM INFOWAY LIMITED

                              By:/s/ R. Ramaraj
                              Name:   R. Ramaraj
                              Title:  Managing Director

                              Witnessed by:

                              /s/ K. Thiagarajan
                              Name:  K. Thiagarajan
                              Title: General Manager - Finance

                              SATYAM COMPUTER SERVICES LIMITED

                              By: /s/ B. Ramolings Raju
                              Name:   B. Ramolings Raju
                              Title:  Chairman

                              Witnessed by:

                              /s/ V. Seegharanian
                              Name:  V. Seegharanian
                              Title: Manager

                              STERLING COMMERCE, INC.

                              By: /s/ Albert K. Hoover
                              Name:   Albert K. Hoover
                              Title:  Senior Vice President and General Counsel

                              Witnessed by:

                              /s/ Shelly R. Boggs
                              Name:  Shelly R. Boggs
                              Title: Legal Administrative Assistant