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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 16, 2007
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-33089 82-0572194
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
350 PARK AVENUE
NEW YORK, NEW YORK 10022
(Address of principal executive offices)
(212) 277-7100
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 OTHER EVENTS.
On July 16, 2007, ExlService Holdings, Inc. (the "Company")
entered into a letter agreement (the "Letter Agreement"), effective as of July
1, 2007, with Norwich Union, one of the Company's major clients, amending the
terms of exercise of Norwich Union's option (the "Transfer Option") to require
the Company to transfer the relevant project and operations of its facility at
Pune, India, to Norwich Union. Pursuant to the Letter Agreement, the notice
period for the exercise of the Transfer Option has been reduced from six months
to three months and the earliest date of exercise of the Transfer Option has
been extended from July 1, 2007 to October 1, 2007. As a result, if the
Transfer Option is exercised, the earliest date by which the Company would be
required to transfer the Pune, India, facility to Norwich Union, is January 1,
2008, which date is unchanged from the existing terms of the Transfer Option.
The remaining terms of our agreements with Norwich Union remain unchanged.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
EXLSERVICE HOLDINGS, INC.
(Registrant)
Date: July 17, 2007 By: /s/ Amit Shashank
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Name: Amit Shashank
Title: Vice President, General Counsel and
Corporate Secretary