CommonLoanAgreement -ExecutionVersion

COMMON LOAN AGREEMENT

AMONG

----------------------- LIMITED(AS BORROWER)

AND

BANKS AND FINANCIAL INSTITUIONS AS SET FORTH IN SCHEDULE IA HERETO

(AS LENDERS)

AND

AXIS BANK LTD(AS LENDERS’ AGENT)

AND

AXIS BANK LTD (AS SECURITY TRUSTEE)

FOR

(DEVELOPMENT OF ---------- MPTA CAPTIVE COAL MINE AND SETTING UP OF WASHERY PLANT AND COAL HANDLING PLANT

AT LATEHAR DISTRICT IN ----------------)

Dated this _____ day of ________, 2010

44B Nariman Bhavan Nariman Point Mumbai 400 021Tel +91 22 6608 4000 Fax +91 22 6608 4050 Email [email protected]

mailto:[email protected]

INDEX

ARTICLE I.........................................................................................................................4DEFINITIONS AND INTERPRETATION...............................................................................41.1 DEFINITIONS....................................................................................................................41.2 PRINCIPLES OF INTERPRETATION...........................................................................22ARTICLE – II...................................................................................................................24AGREEMENT AND TERMS OF LOANS.............................................................................242.1 AMOUNT OF LOANS.....................................................................................................242.2 PURPOSE..........................................................................................................242.3 AVAILABILITY....................................................................................................242.4 DRAWDOWN.....................................................................................................242.5 MODE OF DRAWDOWN.....................................................................................302.6 UPFRONT FEE AND COMMITMENT FEE.............................................................302.7 IMPOSTS, COSTS AND CHARGES AND REIMBURSEMENT OF EXPENSES...........312.8 INTEREST..........................................................................................................312.9 LIQUIDATED DAMAGES ON DEFAULT AMOUNTS..............................................332.10 COMPUTATION OF INTEREST AND OTHER CHARGES........................................332.11 REPAYMENT......................................................................................................342.12 PREMATURE REPAYMENT.................................................................................342.13 DUE DATE OF PAYMENT...................................................................................352.14 PLACE AND MODE OF PAYMENT BY THE BORROWER.......................................352.15 APPROPRIATION OF PAYMENTS........................................................................352.16 ADJUSTMENT OF OVERDUE..............................................................................362.17 SET-OFF AND COUNTERCLAIM..........................................................................362.18 CANCELLATION OF LOANS................................................................................362.19 UNDERTAKINGS BY THE MAJORITY SHAREHOLDER..........................................36ARTICLE – III..................................................................................................................38SECURITY......................................................................................................................383.1 SECURITY FOR THE SECURED OBLIGATIONS....................................................383.2 GOOD AND MARKETABLE TITLE.......................................................................393.3 FURTHER / ADDITIONAL SECURITY...................................................................39ARTICLE – IV..................................................................................................................41EFFECTIVENESS OF THE AGREEMENT AND...................................................................41PRE-COMMITMENT CONDITIONS...................................................................................414.1 CONDITIONS PRECEDENT - EFFECTIVE DATE...................................................414.2 CONDITIONS PRECEDENT TO INITIAL DRAWDOWN..........................................424.3 CONDITIONS PRECEDENT TO ALL DRAWDOWNS.............................................47ARTICLE – V...................................................................................................................50BORROWER’S REPRESENTATIONS AND WARRANTIES..................................................505.1 CORPORATE STATUS........................................................................................505.2 CAPACITY..........................................................................................................505.3 NO VIOLATION..................................................................................................505.4 LITIGATION.......................................................................................................515.5 TAX RETURNS AND PAYMENTS.........................................................................515.6 COMPLIANCE WITH STATUTES..........................................................................515.7 CLEARANCES....................................................................................................515.8 MATERIAL ADVERSE EFFECT............................................................................525.9 PROJECT DOCUMENTS......................................................................................525.10 TITLE AND SECURITY DOCUMENTS...................................................................525.11 DOCUMENTS VALID AND ENFORCEABLE..........................................................535.12 REGISTRATION AND FILING..............................................................................535.13 AMENDMENTS TO TRANSACTION DOCUMENTS, NO DEFAULT.........................545.14 PROJECT BUDGETS...........................................................................................545.15 INSURANCE......................................................................................................555.16 LICENSES & INTELLECTUAL PROPERTY.............................................................555.17 IMMUNITY.........................................................................................................555.18 UTILITY SERVICES.............................................................................................555.19 NO INDEBTEDNESS...........................................................................................555.20 TRUE AND COMPLETE DISCLOSURE.................................................................55

5.21 NO POWERS OF ATTORNEY..............................................................................565.22 INSOLVENCY.....................................................................................................565.23 NO CLAIMS AND LIABILITIES OTHER THAN THOSE DISCLOSED........................56ARTICLE VI....................................................................................................................57CONDITONS APPLICABLE DURING CURRENCY OF THIS AGREEMENT............................576.1 POSITIVE COVENANTS......................................................................................576.1.1 Project Changes...............................................................................................576.1.2 Contract Changes.............................................................................................576.1.3 Delay in Completing Project.............................................................................576.1.4 Contingency.....................................................................................................576.1.5 Inspection.........................................................................................................576.1.6 Maintenance of Existence; Books and Records................................................586.1.7 Compliance with Laws and Approvals..............................................................596.1.8 Insurance by the Borrower...............................................................................606.1.9 Taxes Duties, Fees and Proper Legal Form......................................................636.1.10 Project Construction, Operation and Maintenance...........................................636.1.11 Use of Proceeds................................................................................................646.1.12 Completion of Project.......................................................................................656.1.13 Performance of Transaction Documents and Additional Project Documents. . .666.1.14 Further Assurances, Additional Documents, Filings and Recordings................676.1.15 Replacement of Certain Project participants....................................................686.1.16 Property Rights.................................................................................................696.1.17 Working Capital Debt.......................................................................................696.1.18 Safety Audit......................................................................................................696.1.19 Management....................................................................................................696.1.20 Information.......................................................................................................716.1.21 Maintenance of Accounts /Reserves.................................................................776.1.22 Memorandum and Articles of Association........................................................786.1.23 Mutatis Mutantis...............................................................................................786.1.24 Remedy............................................................................................................786.1.25 Environment, Health Safety & Social Requirements........................................796.2 NEGATIVE COVENANTS....................................................................................796.2.1 Consolidation, Merger, Sale of Assets, Investments and Acquisitions..............796.2.2 Capital Expenditure..........................................................................................806.2.3 Restricted Payments........................................................................................806.2.4 Security Interests.............................................................................................806.2.5 Amendment etc. of Transaction Documents....................................................816.2.6 Permitted Indebtedness...................................................................................816.2.7 Abandonment...................................................................................................826.2.8 Improper Use....................................................................................................826.2.9 Subordinated Debt...........................................................................................826.2.10 Other Transactions...........................................................................................826.2.11 Scope of Project...............................................................................................826.2.12 New Project......................................................................................................826.2.13 Premature Repayment.....................................................................................836.2.14 Revaluation of Assets.......................................................................................836.2.15 Existing Management/Remuneration...............................................................836.2.16 No Inequality or Preferential Treatment...........................................................836.2.17 Commission......................................................................................................836.2.18 Alteration in Memorandum and Articles of Association....................................836.2.19 Disputes...........................................................................................................836.2.20 Opening of Other Bank Account.......................................................................846.2.21 Assignment......................................................................................................84ARTICLE VII...................................................................................................................85EVENTS OF DEFAULT AND REMEDIES...........................................................................857.1 EVENTS OF DEFAULT........................................................................................857.2 CONSEQUENCES OF DEFAULT..........................................................................907.3 OTHER CONSEQUENCES OF DEFAULT..............................................................917.4 EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTION

92CANCELLATION.............................................................................................................948.1 AUTOMATIC CANCELLATION.............................................................................948.2 CANCELLATION BY THE LENDERS.....................................................................94

8.3 CANCELLATION BY THE BORROWER................................................................948.4 GENERAL PROVISIONS IN RESPECT OF CANCELLATION...................................94ARTICLE IX...................................................................................................................................95TAXES...........................................................................................................................959.1 TAXES AND NET PAYMENTS.............................................................................959.2 TAX INDEMNITY................................................................................................959.3 NOTIFICATION BY LENDERS..............................................................................969.4 NOTIFICATION BY BORROWER..........................................................................969.5 RECEIPT............................................................................................................96MISCELLANEOUS...........................................................................................................9710.1 BENEFIT OF AGREEMENT..................................................................................9710.2 AUTHORISATION...............................................................................................9810.3 RIGHTS OF LENDERS’ AGENT AS LENDER........................................................9910.4 GOVERNING LAW AND JURISDICTION...............................................................9910.5 INDEMNITY.......................................................................................................9910.6 ACCOUNTS, CALCULATIONS AND EVIDENCE OF DEBT...................................10010.7 AMENDMENTS AND WAIVERS; PROCEDURE...................................................10010.8 SEVERABILITY.................................................................................................10110.9 SURVIVAL.......................................................................................................10110.10 DELAY NOT TO IMPAIR THE RIGHTS OF THE LENDERS...................................10110.11 NOTICES.........................................................................................................10110.12 RIGHT OF SETOFF...........................................................................................10210.13 DISCLOSURE OF INFORMATION......................................................................10210.14 COUNTERPARTS.............................................................................................10310.15 REPRESENTATION BY THE PARTIES................................................................104SCHEDULE IA..............................................................................................................105PARTICULARS OF LENDERS.........................................................................................105SCHEDULE IB..............................................................................................................107PARTICULARS OF LENDERS & LOAN FACILITY.............................................................107SCHEDULE II................................................................................................................108BRIEF DESCRIPTION OF PROJECT................................................................................108SCHEDULE III...............................................................................................................109PROJECT COST AND FINANCING PLAN.........................................................................109A. PROJECT COST............................................................................................................109B. FINANCING PLAN.......................................................................................................109SCHEDULE IV..............................................................................................................110PARTICULARS OF APPLICABLE INTEREST RATES.........................................................110SCHEDULE V...............................................................................................................115AMORTISATION SCHEDULE.........................................................................................115SCHEDULE VI..............................................................................................................117LIST OF PROJECT DOCUMENTS....................................................................................117ADDRESSES AND OTHER PARTICULARS FOR NOTICES AND COMMUNICATIONS.........118SCHEDULE VIII.............................................................................................................120FORMS........................................................................................................................120FORM NO. 1.................................................................................................................120NOTICE OF DRAWAL AND DRAW DOWN CERTIFICATE................................................120Annexure I to the Notice of Drawal.............................................................................123DRAW DOWN CERTIFICATE OF LENDERS’ INDEPENDENT ENGINEER..........................126LENDING CONFIRMATION NOTICE...............................................................................128SCHEDULE IX..............................................................................................................129BASE CASE BUSINESS PLAN........................................................................................129SCHEDULE X...............................................................................................................132NOVATION DEED.........................................................................................................132

COMMON LOAN AGREEMENT

THIS COMMON LOAN AGREEMENT made at Mumbai as on this ______day of ____________, Two Thousand and Ten.

AMONG

C--------------LIMITED, a company registered under the Companies Act, 1956 with its Corporate Identity Number - and having its registered office at ----------- Nariman Point, Mumbai 400 021, Maharashtra, India (hereinafter referred to as the “Borrower”, which expression, shall, unless it be repugnant to the subject or context thereof, be deemed to mean and include its successors) of the FIRST PART;

AND

BorrowerAXIS as Lender

and Lenders’ Agent

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THE BANKS AND FINANCIAL INSTITUTIONS AS SET FORTH IN SCHEDULE IA, hereinafter collectively referred to as the “Lenders”, which expression shall, unless it be repugnant to the subject or context thereof, be deemed to mean and include all or any one or more of them as the context may require or admit and shall include their respective successors and also any other banks or financial institutions to which the rights and/or obligations of all or any one or more of the aforementioned Lenders are assigned, novated and/or transferred) of the SECOND PART;

AND

-------- BANK LIMITED, acting through its Branch at -------------- Cuffe Parade, Colaba, Mumbai 400 005, in the State of Maharashtra, as confirming party in its capacity as “Lenders’ Agent” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and substitute from time to time) of the THIRD PART;

AND

------BANK LIMITED., a company incorporated under the Companies Act, 1956, having its registered office at Cuffe Parade, Colaba, Mumbai, in the State of Maharashtra, in its capacity as “Security Trustee” (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and substitute from time to time) of the FOURTH PART.

W H E R E AS:

A. The Borrower proposes to:(a) develop a Coal Mine with a capacity of 3.45 MTPA;(b) set up a Coal Handling Plant with a design capacity of 4 MTPA

and operating capacity of 3.50 MTPA; and (c) set up a Coal Washery to produce clean coal with capacity of 3.50

MTPA in ------- District in the state of -------- (which is more particularly described under the definition of the term “Project” in Schedule II hereto).

B. The total cost of construction and development of the Project is estimated to be `470,00,00,000.00 (Rupees Four Hundred and Seventy Crores), which is proposed to be funded as follows:

ParticularsAmount in Rupees

CroresEquity Contribution 141.00



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Loans by the Lenders 329.00Total Project Cost 470.00

C. In order to implement the Project, the Borrower has approached the Lenders for financial assistance to enable it to meet a part of the Project Cost (term defined hereafter in Article 1.1) and the Lenders have agreed to make available to the Borrower loans, for an aggregate principal amount not exceeding `329,00,00,000.00 (Rupees Three Hundred and Twenty Nine Crores) as set out against its name in Schedule IB hereunder on the terms and conditions set out hereinafter with a sub-limit of `25,00,00,000.00 (Rupees Twenty Five Crores) thereunder which the Borrower has availed by way of LC Facility from the LC Lender.

D. To meet the immediate cost of the Project, the Borrower was sanctioned an interim facility by -----Bank Limited, of an amount aggregating to `50,00,00,000.00 (Rupees Fifty Crores) (“Interim Loan Facility”) with a sub limit of `25,00,00,000/- (Rupees Twenty Five Crores) thereunder which the Borrower could avail in the form of issuance of letters of credit (the "Interim LC Facility"). The Interim Loan Facility and the Interim LC Facility are collectively referred to as the Interim Facilities.

E. Pursuant to the aforesaid, the Borrower has drawndown an aggregate amount of `50,00,00,000.00 (Rupees Fifty Crores), under the Interim Facilities. Such drawdowns of the Interim Facilities shall, on occurrence of the Financial Close, be treated as Drawdowns under the Loan Facility, provided the Borrower satisfies the Lenders that the amounts so availed have been utilized for the Project, whereupon the entire drawdown of Interim Facilities shall be treated as Drawdown from Axis under this Agreement or a part of such drawdown shall be treated as Drawdown from ------bank under this Agreement and the remaining part shall be adjusted against the proportionate Drawdowns of other Lenders as the Lenders may mutually agree.

The Parties in consideration of the mutual covenants and agreements hereinafter set forth agree as follows:



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ARTICLE I

DEFINITIONS AND INTERPRETATION

For the Purpose of this Agreement, the following capitalized terms not otherwise defined in the body of this Agreement wherever used (including the recitals) shall have the meanings given hereunder and the principles of interpretation as setout hereunder shall apply:

1.1 DEFINITIONS

“Abandonment” shall mean giving up of the Project by the Borrower and shall include all or any of the events or situations specified in Article 7.1(n). The term “Abandon” and “Abandoned” shall be construed to mean accordingly.

“Account Bank” shall have the meaning specified to it in the Trust and Retention Account Agreement.

“Account(s)” shall have the meaning specified in the Trust and Retention Account Agreement.

“Acquired Project Site” shall mean land admeasuring about --------- acres forming part of the Project Site which has been already acquired by the Borrower for meeting part requirement of the Project.

“Additional Interest” shall mean the interest that may be payable by the Borrower in terms of Article 2.8(ii), (iii) and (iv) of this Agreement.

“Additional Project Documents” shall have the meaning assigned to it under Article 3.4 of this Agreement.

“Agreement” shall mean this Common Loan Agreement including the schedules hereto, entered into amongst inter alia the Borrower and the Lenders, and any amendment or supplement thereof made in accordance with the provisions hereof.

“Amortization Schedule” shall mean Schedule V hereto being the schedule of repayment of the principal amount of the Loan to the respective Lender(s).

“Applicable Interest Rate” shall mean at any relevant time, and in relation to each Loan, the interest rate(s) as set out in Schedule IV.



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“Applicable Laws” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, bye-laws, rule of law, Clearances, directives, guidelines policy, requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any Government Authority having jurisdiction over the matter in subject question, whether in effect as of the date of this Agreement or thereafter.

“Approved Construction Budget” shall mean the budget for each Fiscal Year during the Construction Period submitted by the Borrower in terms of Article 6.1.20(i)(i) and approved or deemed to be approved by the Lenders in terms of Article 6.1.20(i)(iii).

“Approved Operating Budget” shall mean the budget for each Fiscal Year during the Operational Period submitted by the Borrower in terms of Article 6.1.20(i)(ii) and approved or deemed to be approved by the Lenders in terms of Article 6.1.20(i)(iii).

“Auditor(s)” shall mean such firm of chartered accountants as the Borrower may appoint as statutory auditors of the Borrower from time to time in accordance with the Companies Act.

“Authorised Officer” with respect to any Person and in the context of any event or circumstance, shall mean any officer of such Person who by virtue of his or her office or employment is responsible (including in respect of taking any action) for such event or circumstance.

“Available Commitment” means at anytime, in relation to each Lender with respect to the Loan Facility, the amount indicated in 2nd column of the table contained in Schedule IB to the extent not suspended or cancelled pursuant to the terms of this Agreement, as reduced by the aggregate amount of all its Drawdowns in accordance with this Agreement, being the maximum amount from time to time which that Lender is committed to make available under the Loan Facility.

“Availability Period” shall mean with respect to the Lender(s), the period commencing from the date of Financial Close and ending on a date, which is 3 (three) months after the Commercial Operation Date or SPCD, whichever is earlier or such extended period as may be allowed by the Lenders.

“Balance Project Site” shall mean the land admeasuring about 1014.61



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(one thousand and fourteen point six one) acres forming part of the Project Site to be acquired by the Borrower for meeting part requirement of the Project.

“Base Case Business Plan” shall mean the financial model setting out the projection of revenues and expenses and cash flows with respect to the Project, mutually agreed to by the Borrower and the Lenders and as set out in Schedule IX hereof and shall be in substance satisfactory to the Lenders.

“Base Rate” shall in relation to each Lender in respect of the amount of Loan disbursed to the Borrower from such Lender from time to time, mean the benchmark rate of interest per annum for such Lender’s term loan, prevailing on the relevant day, as determined and notified by such Lender, as such as per the RBI guidelines prevalent on the date of such determination.

“Board” shall mean the board of directors of the Borrower.

“Business Day” shall mean:(a) in relation to the making of any Drawdown or cancellation of any

Loan, by a Lender, any day on which such Lender is required or authorised by law to be open for business in the place of its Lending Office/branch; or

(b) in relation to all other matters, a day (other than a Saturday, Sunday or a bank holiday) on which banks are normally open for business in --------- and Mumbai.

“CIBIL” shall mean Credit Information Bureau (India) Ltd.

“Clearances” shall mean any consent, license, approval, registration, permit or other authorisation of any nature which is required to be granted by any statutory or regulatory authority (i) for the incorporation of the Borrower and fulfilling its obligations under the Transaction Documents, the making by it of the payments contemplated by the Transaction Documents, (ii) for the enforceability of any Transaction Documents, (iii) for the construction, operation, and maintenance of the Project, and (iv) for all such other matters as may be necessary in connection with the Project or the performance of any Person's obligations under any Transaction Document.

“Coal Handling Plant” shall have the meaning as provided under paragraph A(b) of Schedule II.



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“Coal Mine” shall mean the Chitarpur coal block (South Dhadu) situated at Latehar District in the State of Jharkhand admeasuring about 822.68 acres and forming part of the Project Site.

“Coal Washery” shall have the meaning as provided under paragraph A(c) of Schedule II.

“Commercial Operation Date” or “COD” shall mean the date on which the Coal Handling Plant and the Coal Washery achieves satisfactory performance upon testing and is capable of operating commercially, as certified by LIE.

“Commitment(s)” shall mean to the extent not suspended or cancelled pursuant to the terms of this Agreement, the commitment of each of the Lender(s) to make their respective portion of the Loan Facility available to the Borrower to the extent of the amount indicated in 2nd column of the table contained in Schedule IB and the LC Facility as a sub-limit of the Loan Facility to the extent of the amount indicated in 3rd column of the table contained in Schedule IB.

“Companies Act” shall mean the (Indian) Companies Act, 1956 as amended or replaced from time to time.

“Construction Fund Account” shall have the meaning ascribed to it under the Trust and Retention Account Agreement.

“Construction Period” shall mean the period from the date of Financial Close till the Commercial Operations Date and such further up to the expiry of the Availability Period during which the Borrower requires Drawdown of the Loan Facility to meet the costs of the Project.

“Construction Progress Report” shall mean the construction progress report described in Article 6.1.20(k) of this Agreement.

“Contingency” means an aggregate amount of `15,00,00,000 (Rupees Fifteen Crores) provided as a part of the Project Cost, which can be utilized by the Borrower upto the extent of any sum as such forms part of the Approved Construction Budget.

“Contract(s)” shall mean the EPC Contract(s), and the Mining Contract entered or to be entered into between the Borrower and the Contractor in connection with the Project, as amended with the permission of the Lenders.



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“Contractor(s)” shall mean the EPC Contractor and/or the Mining Contractor.

“Corporate Power Limited” shall mean a company registered under the Companies Act, 1956 with its Corporate Identity Number U27106WB2006PLC150110 and having its registered office at EN 1, 3rd

Floor, Salt Lake, Sector V, Kolkata 700 091 (West Bengal).

“Cost Overrun” shall mean the amount specified in a certificate from the Lenders’ Independent Engineer to be the amount by which the aggregate of the costs incurred in respect of the Project for any reason arising and the anticipated costs to be incurred towards completion of the construction and development of the Project, exceeds the Project Cost.

“Debt Recovery Tribunal” shall have the meaning specified in The Recovery of Debts Due to Banks and Financial Institutions Act, 1993.

“Debt Service Reserve” or “DSR” shall mean the reserve to be created and maintained by the Borrower in the Debt Service Reserve Account, for the period commencing 6 months from the COD up to the Final Settlement Date, of an amount to be determined on the first day of each month, equivalent to the aggregate of the amount of interest payable by the Borrower to the Lenders for a period of succeeding 3 (three) months in terms of this Agreement and the principal amount of Loans to be repaid by the Borrower to the Lenders in terms of this Agreement for that period of succeeding 3 (three) months.

“Debt Service Reserve Account” or “DSRA” shall have the meaning specified in the Trust and Retention Account Agreement.

“Debt Service Requirement” shall mean, at any time, the sum of (a) the aggregate amount of all principal and interest accrued on all outstanding amounts advanced by the Lenders that is due and payable at such time in terms of the Common Loan Agreement, and (b) the aggregate amount of all fees other than the fees and expenses payable to the agents for and/or in connection with performance of their respective services in accordance with the related agreements and/or the appointment letters, costs, expenses, commitment charges, and other amounts that are due and payable by the Borrower under or in respect of the Financing Documents till then.

“Debt to Equity Ratio” at any time means the ratio of the aggregate sum of the principal amount outstanding in respect of the Loans and the LC Value of all outstanding LCs opened till then out of the Loan Facility at



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that time to the aggregate sum of Equity Contributions made towards the Project Equity Capital, which shall not exceed 70:30 (Seventy: Thirty).

“Default” shall mean any event, circumstance, act, omission or condition which is or which amounts to non-compliance of any of the obligations under this Agreement or any other Transaction Document and which with giving of notice, making of a determination, lapse of time, or both, or the fulfillment of any other requirement provided for in this Agreement or any other Transaction Document would become an Event of Default.

“Distribution Sub-Account” means a sub-account designated as such and established with the Account Bank in accordance with Trust and Retention Account Agreement.

“Drawdown(s)” shall mean disbursement by way of term loan pursuant to the drawing under the Loan Facility and the term “Drawndown” shall be construed accordingly.

“Drawdown Certificate” shall have the meaning ascribed to such term in Article 2.4(III) of the Agreement.

“Drawdown Date” shall mean the date of each Drawdown subsequent to Initial Drawdown.

“Drawdown Schedule” shall have the meaning ascribed to it under Article 2.4(I) hereof.

“Drawstop Notice” shall mean a notice issued by any of the Lender(s) as defined in Article 2.4(V).

“DRI Plant” shall mean the Borrower’s 0.36 MTPA direct reduced iron plant coming up at village Begnadih, District Saraikela-Kharswan in Jharkhand.

“DSCR” or Debt Service Coverage Ratio” shall mean, in respect of any period, the ratio of (i) is to (ii) below to be calculated based on the audited financial statements of the Borrower:(i) the aggregate of (a) profit before tax for that period; (b)

depreciation, amortisation, deferred tax or any other non-cash item for such period; and (c) interest payable to the Term Lenders for such period;

(ii) an amount equal to the sum of interest and principal repayments payable to the Term Lenders for such period.



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“Due Date” shall mean:(i) for payment of Interest payable under this Agreement - the Interest

Payment Dates;(ii) for repayment of principal- the dates specified in the Amortization

Schedule; and(iii) for payment of any other amounts including Additional Interest

and Liquidated Damages - the date on which such amount falls due in terms of this Agreement.

“Environmental Law” shall mean any statute, law, rule, regulation, ordinance, code, guideline or policy having the force of law, in each case, applicable to the Project now or hereafter in effect and any applicable judicial or administrative interpretation thereof, including any judicial or administrative order, decree or judgment, relating to the environment, health and safety.

“EPC Contract(s)” shall mean the contracts entered/to be entered into by the Borrower with the EPC Contractor for the designing, engineering, supply, transportation, erection, fabrication, construction, construction management services, testing and commissioning of the Coal Handling Plant and Coal Washery.

“EPC Contractor” shall mean the contractor who will be awarded the EPC Contract.

“Equity” shall mean the issued and subscribed share capital of the Borrower.

“Equity Contributions” shall mean, at any time, the aggregate of the amount actually paid/contributed/arranged by the Borrower and by the Majority Shareholder for part financing the cost of construction, development and completion of the Project, at such time and in the form of (i) internal cash accruals of the Borrower;(ii) equity share capital (including premium and any sums received by the Borrower as an advance against equity share capital); towards (a) the Project Equity Capital and (b) any further sums contributed pursuant to and in terms of the undertakings referred to in Articles 2.19(ii) and 2.19(iii) hereof; and/or(iii) Subordinate Loans towards any further sums contributed pursuant to and in terms of the undertakings referred to in Articles 2.19(ii) and 2.19(iii) hereof.



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“Event of Default” shall have the meaning ascribed to it in Article 7.1 of this Agreement.

“Existing Lenders” shall mean the banks and financial institutions from whom the Borrower has availed working capital facilites prior to the date hereof.

“First Repayment Date” shall mean the date on which the Borrower is required to make the repayment of the first Repayment Installment to the Lenders as per the Amortization Schedule.

“Final Settlement Date” shall mean the date on which all Secured Obligations of the Borrower under this Agreement and other Financing Documents shall have been irrevocably and unconditionally paid and discharged in full to the satisfaction of the Secured Parties.

“Financial Close” shall mean the date on which each of the Financing Documents are executed and the conditions specified in Article 4.2 hereof are complied with to the satisfaction of the Lenders, or as the case may be, compliance thereof is waived by the Lenders.

“Financing Documents” shall mean the loan and other agreements and other documents made and entered into by the Borrower with the Lenders in respect of part financing the cost of construction and operation of the Project.

“Financing Plan” shall mean the base case financial plan as mutually agreed between the Borrower and the Lender(s) and as set out in Schedule III.

“Fiscal Year” or “fiscal year” shall mean the accounting period commencing from April 1st of each year till March 31st of next year.

“Fixed Assets” shall mean the land, building other immoveable properties and moveable properties relating to the Project and also includes moveable machinery, machinery spares, equipments, tools and accessories over which Security Interest has been created in favour of the Lenders.

“Fixed Asset Cover” shall mean the ratio of Net Fixed Assets to the Loans.

“Force Majeure” shall mean events not within the reasonable control of a concerned person including without limitation, fire, flood, atmospheric



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disturbance, lightning, storm, typhoon, tornado, earthquake, landslide, soil erosion, subsidence, washout or epidemic or other acts of God, war (whether declared or undeclared), blockade, insurrection, rebellion, mutiny, civil commotion, riot, acts of public enemies or civil disturbance, strike, lockout, or other industrial disturbance, affecting a person, any non-discriminatory acts of government, or compliance with such acts, which directly affects that person’s ability to perform its obligations other than financial obligations. This is an indicative definition and the references shall be used in the context of the concerned Transaction Document to which it relates.

“Fuel Supply Agreement” shall mean the agreement entered/to be entered into by the Borrower with Corporate Power Limited on a take or pay basis for the supply of 2.72 million tonnes of coal annually for the period commencing from Fiscal Year 2013 and ending Fiscal Year 2024 (@ `550/ton (base year (Fiscal Year 2009) price) with permitted escalation on coal price @ 5% on a year on year basis).

“GOJ” shall mean the State Government of Jharkhand.

“Government” shall mean to include Government of India (“GOI”) or any State Government and any local or other authority.

“Government Authority” shall mean any governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, court or other judicial or administrative body, central, state, provincial or local having jurisdiction over the subject matter or matters in question.

“Indian GAAP” shall mean generally accepted accounting principles in India, as in effect from time to time.

“Initial Drawdown” shall mean the first Drawdown by the Borrower of the proceeds of the Loan from the Lender who is the Lenders’ Agent under this Agreement.

“Initial Drawdown Date” shall mean date of the Initial Drawdown.

“Initial Interest Rate” shall have the meaning ascribed to it under Schedule IV of this Agreement.“Insurance Contract(s)” shall mean the insurance contracts and policies required pursuant to this Agreement and any additional insurance contracts or policies required under any of the Financing Documents.



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“Insurance Proceeds” shall mean proceeds of any or all of the Insurance Contracts.

“Inter Creditor Agreement” shall mean the agreement to be entered into amongst the Lenders, the Lenders’ Agent and the Security Trustee, on terms and conditions thereof and other matters connected therewith, as may be amended or supplemented from time to time.

“Interest” shall mean interest on the Loan(s) payable by the Borrower to the Lender(s) at the Applicable Interest Rate.

“Interest Payment Date(s)” shall at any relevant time, in relation to the Lenders mean the last date of each month when interest is payable by the Borrower in terms hereof.

“Interest Reset Date” shall mean the day falling 12 (twelve) months from the Initial Drawdown Date and every anniversary thereafter and if such day is not a Business Day, then the immediately preceding Business Day.

“Land Acquisition Agreement(s)” shall mean agreements and other documents entered/to be entered into by, and/or to be issued in favour of, the Borrower:(i) for acquisition of the Project Site; and(ii) for acquisition of land/right of use/right of way for implementation

of the Project.

“LC” shall mean each letter of credit to be opened in terms hereof.

“LC Facility” means facility of letters of credit as may be opened by the LC Lender from time to time against its Commitment set out in the 3rd column of the table contained in Schedule IB of the LC Lender as more particularly set out in Article 2.1(b) hereof.

“LC Lender” means AXIS Bank Limited, who has agreed to issue LC pursuant to the LC Facility in terms of this Agreement out of its Commitment under this Agreement. “LC Value” with respect each LC shall mean the face amount of that LC.

“Legal Proceeding(s)” shall mean any litigation, judicial, quasi-judicial, administrative or arbitral proceedings, or proceedings with respect to any commission of inquiry.



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“Lenders’ Consultants” shall mean collectively the Lenders’ Independent Engineer, the Lenders’ Insurance Advisor, the Lenders’ Legal Counsel, any independent /concurrent auditors and any other agencies and any replacement of any of them to be appointed inter alia for the review and monitoring the Project and the matters related thereto, as the Lenders may deem fit.

“Lenders’ Agent” shall mean AXIS Bank Limited appointed as such at the request of the Borrower by the Lenders under the Lenders’ Agent Agreement and its successor(s) and substitute appointee(s), as may be appointed in terms thereof.

“Lenders’ Agent Agreement” shall mean the agreement to be entered into amongst the Lenders, the Lenders’ Agent and the Borrower, with respect to appointment of the Lenders’ Agent, on terms and conditions thereof and other matters connected therewith, as may be amended or supplemented from time to time.

“Lenders’ Insurance Advisor” or “LIA” shall mean M/s Marsh India Insurance Brokers Private Limited, or any other reputed firm of insurance consultants appointed by the Lenders in replacement thereof.

“Lenders’ Independent Engineer” or “LIE” shall mean M/s Kratin Solutions Pvt. Ltd., or any other reputed firm of engineers appointed by the Lenders in replacement thereof.

“Lenders' Legal Counsel” or “LLC” shall mean SJ Law, Advocates & Solicitors, or any other reputed firm of advocates appointed by the Lenders in replacement thereof.

“Lending Office” shall mean with respect to each of the Lender(s), the office of that Lender specified as its “Lending Office” opposite its name in Schedule VII hereto or such other office of the Lender(s) as it may from time to time specify as such to the Borrower.

“Liquidated Damages” shall have the meaning ascribed to it in Article 2.9 of this Agreement.

“Loans” shall mean the aggregate principal amount for the time being and from time to time outstanding under this Agreement in respect of the Drawdowns made as rupee term loan pursuant to the Loan Facility and the payments made towards the letters of credit opened and established pursuant to the LC Facility under this Agreement



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“Loan Facility” shall mean the financial assistance agreed to be provided by the Lenders mentioned against their respective names in second column of the table contained in Schedule IB hereunder to the Borrower for an aggregate sum of `329,00,00,000.00 (Rupees Three Hundred and Twenty Nine Crores), which the Borrower may avail as rupee term loan in terms hereof and as LC Facility, as a sub-limit thereof in terms hereof. “Majority Shareholder” shall mean Abhijeet Ventures Limited.

“Margin Money” shall mean the amount equivalent to `8,00,00,000.00 (Rupees Eight Crores) forming part of the Project Cost as margin for the working capital requirements for the Project.

“Material Adverse Effect” shall mean any change having material adverse effect on (i) the Security Interest over the Project Assets under the Security Documents, (ii) the business or financial condition of the Borrower or the development or operation of the Project, (iii) the ability of the Borrower or the Majority Shareholder to observe and perform in a timely manner its material obligation under any of the Transaction Documents to which it is or would be a party, (iv) the legality, validity, binding nature or enforceability of any of the Transaction Documents and/or (v) the exercise of the rights and remedies of the Lenders.

“Memorandum and Articles” shall mean collectively the Memorandum of Association and Articles of Association of the Borrower, as amended from time to time.

“Mining Contract” shall mean the contract(s) entered/to be entered into by the Borrower with the Mining Contractor for mining operations consisting of Over Burden (“OB”) removal, coal excavation, loading and transport to the Coal Handling Plant, maintenance of haul roads, maintenance of External OB Dumps and other related tasks in respect of the mining operations.

“Mining Contractor” shall mean the contractor who will be awarded the Mining Contract.

“Mining Lease Agreement” shall mean the mining lease agreement to be entered into by the Borrower with the Government for acquiring rights to develop and mine coal at the Chitarpur coal block at Latehar District in the state of Jharkhand.



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“Net Fixed Assets” shall mean the value of Fixed Assets (including capital work in progress) as reduced by the accumulated depreciation on the Fixed Assets.

“Nominee Director” shall mean the director appointed by the Lenders on the Board pursuant to Article 7.3(a) of this Agreement.

“Notice of Drawal” shall have the meaning specified in Article 2.4(III)(a) of Agreement.

“Novation Deed” shall have the meaning ascribed to in Article 10.1.2 of this Agreement.

“O&M” shall mean the operation and maintenance of the Project during the Operational Period and includes but is not limited to functions of maintenance and performance of other services incidental thereto.

“Operational Period” shall mean the period commencing from the COD and ending on the Final Settlement Date.

“Operational Period Order of Priority” shall have the meaning as defined to it in the Trust and Retention Account Agreement.

“Parties” shall mean parties to this Agreement collectively and “Party” shall mean any of the Parties to this Agreement individually.

“Permitted Indebtedness" shall mean:(i) the financial assistance and such other indebtedness the Borrower

has availed from the Existing Lenders;(ii) the loan facility and such other indebtedness the Borrower may

incur or has incurred, as the case may be, under the Financing Documents;

(iii) financial obligations arising under the Transaction Documents and not occurring as a result of a default by the Borrower of its obligations thereunder; and

(iv) any other debt as may be permitted by the Lenders.

“Permitted Investments” shall have the meaning as ascribed to it under the Trust and Retention Account Agreement.

“Permitted Security Interest” shall mean the first priority Security Interest on the Project Assets that may be permitted by the Lenders to be created by the Borrower.



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“Person” shall unless specifically provided otherwise mean any individual, corporation, partnership, association of persons, joint venture, company, joint stock company, trust or Government Authority as the context may admit.

“Power Plant” shall mean the 540MW coal based power plant being set up by Corporate Power Limited at Latehar district, Jharkhand. “Potential Event of Default” shall mean happening or occurrence of any event which with the lapse of time as specified in Article 7.1 would constitute an Event of Default.

“Prepayment Premium” shall mean premium payable by the Borrower to the Lenders at the rate of 2% (two percent) of the amount of the Loan prepaid.

“Project” shall have the meaning as defined in Schedule II hereto.

“Project Assets” shall mean, present and future, all movable and immovable properties wherever situated as well as all tangible or intangible assets of the Borrower, which are related to and connected with the Project, including but not limited to (a) all the rights, title, interests, benefits, claims and demands of the Borrower under the Project Documents, Clearances, any letter of credit, guarantee, performance bond provided by any party to the Project Documents, the Trust and Retention Account, Debt Service Reserve Account and other bank accounts of the Borrower pertaining to the Project and Insurance Contracts, or, as the case may be, Insurance Proceeds, (b) all intellectual property rights, all Receivables, software programs and systems used by the Borrower goodwill, uncalled capital and financial assets etc., (c) any land and building (whether acquired by or under possession of the Borrower or not) used for the Project and right of user to any land comprised in the Project and (d) other immovable assets like internal roads, buildings etc. and movable assets like plant & machinery and all equipments relating to, used and/or required for, operation of the Project.

“Project Costs” shall mean the estimated costs incurred or to be incurred by the Borrower to develop, finance and construct the Project to achieve COD as and to the extent set forth in paragraph A of Schedule III as certified by LIE.

“Project Documents” shall include the agreements and documents pertaining to, and/or in any manner connected with, the Project, listed in Schedule VI of this Agreement.



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“Project Equity Capital” shall mean the amount specified in item A of the Financing Plan required to be raised and/or contributed and/or arranged by the Borrower and/or the Majority Shareholder for part financing the Project Cost as set out in Schedule III provided that the amounts contributed/procured pursuant to the undertakings referred to in Article 2.19(ii) and 2.19(iii) hereof shall not be construed as having been contributed towards the Project Equity Capital.

“Project Implementation Schedule” shall mean the schedule of construction and development of the Project drawn up to the satisfaction of the Lenders’ Agent/LIE.

“Project Site” shall mean the land admeasuring about 1749.10 acres in aggregate (or such greater area as the LIE may determine as being required for the Project) acquired/to be acquired comprising the following: (a) acres for the Coal Mine; (b) --------acres for External OB Dumps; (c) ------- acres for Coal Handling Plant, Coal Washery, township and

other infrastructure; and(d) ------ acres for compensatory afforestation situate at ----- District in the state of --------

“RBI” shall mean the Reserve Bank of India.

“Receivables” shall mean all monies receivable pertaining to the Project (whether evidences as book debts or otherwise) due and to become due to the Borrower at any time under contracts deeds or documents or under law and any revenues of whatsoever nature and wherever arising, present and future, including without limitation, operating cash flows, proceeds from sale of coal and other operational revenues, subscriptions to shares in the Equity of the Borrower, unsecured loans/subordinated debt received by the Borrower towards meeting the cost of Project, if any, working capital, cash credit, commissions, monies due or to become due to the Borrower under the Project Documents, including liquidated damages and under all performance bonds, letters of credit, insurance policies and instruments of a similar nature issued in favour of the Borrower other than the Loans and from other banks and financial institutions by way of working capital and cash credit. “Repayment Installments” shall have the meaning specified in Article 2.11(i) of this Agreement.



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“Restricted Payments” shall mean: (i) the authorisation, declaration or payment of any dividends (either

in cash, property or obligations) or distributions or return of equity;

(ii) redemption, retirement, purchase or other acquisition, directly or indirectly of any shares of any class of its Equity now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its Equity);

(iii) prepay or redeem for value, any indebtedness of the Borrower prior to the scheduled maturity of such indebtedness, except to the extent that this is permitted under the Financing Documents or any payment by the Borrower of interest or other sum in relation to any unsecured loan; or

(iv) any investment (other than a Permitted Investment) in any entity.

“Retention Accounts” shall have the meaning assigned to it in the Trust and Retention Account Agreement.

“Rupee” or “`” shall mean the lawful currency of India.

“Scheduled Project Completion Date” or “SPCD” shall mean 31 December 2012.

“Secured Obligations” shall mean the Borrower’s obligation to pay, repay or reimburse, as the case may be, the Loans, interest, Additional Interest, Liquidated Damages, upfront and commitment fees, premium on prepayment, all costs, charges and expenses and other monies owing by, and all other present and future obligations and liabilities of the Borrower to the Lenders under this Agreement, all costs, charges and expenses including but not limited to the amounts for which the letters of credit are opened pursuant to the LC Facility granted hereunder, the costs, legal expenses and costs of preserving the Project Assets and the Security Interest thereon and/or enforcement thereof, incurred by the Lenders under the Financing Documents executed by the Borrower or any other person.

“Secured Parties” shall mean the Lender(s), Lenders’ Agent, and the Security Trustee.

“Security Documents” shall mean and include the Security Trustee Agreement, all documents entered into, or executed by the Borrower or obtained and delivered or deposited with the Lenders and /or the Security Trustee for creating or effecting, perfecting and maintaining the Security



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Interest over the Project Assets in favour or for the benefit of the Secured Parties.

“Security Interest” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever including, without limitation, (i) any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing, and (ii) any designation of loss payees or beneficiaries or any similar arrangement under any insurance contract. “Security Trustee Agreement” shall mean the agreement to be entered into amongst the Lenders, the Security Trustee and the Borrower, with respect to appointment of the Security Trustee, terms and conditions thereof and other matters connected therewith, as may be amended or supplemented from time to time.

“Subordinate Loans” shall mean any further sums contributed pursuant to the undertakings referred to in Article 2.19(ii) hereof, from time to time to the Borrower on the terms and conditions satisfactory to the Lenders for meeting the cost of the Project, by way of: (a) subordinate loans; and/or(b) preference shares redeemable after the Final Settlement Date so long as the aforesaid are governed by the conditions stipulated in Article 2.19(iii)hereof.

“Surplus Cash Accruals” shall mean surplus cash lying in the Distribution Sub-Account.

“Tangible Net Worth” or “TNW” shall mean the sum of (a) the paid up share capital of the Borrower and (b) the amount standing to the credit of the reserves of the Borrower (including, without limitation, any share premium account, general reserve account and any credit balance on the accumulated profit and loss account) excluding revaluation reserves after deducting there from: (A) any debit balance on the profit and loss account or impairment of the issued share capital of the Borrower (except to the extent that deduction with respect to that debit balance or impairment has already been made), (B) amounts set aside for dividends or Taxes (including deferred payment of Taxes), (C) amounts attributable to capitalized items such as goodwill, trademarks, deferred charges, licenses, patents and other intangible assets and (D) any other reserve created for a specific purpose.



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“Taxes” shall mean any and all present or future taxes, levy, impost, duty, stamp duty, charge, fee, deduction or withholding in the nature of tax wherever imposed, levied, collected, withheld or assessed by any Government Authority pursuant to the Applicable Law.

“Term Lenders” shall mean the persons who have extended and shall extend term loan facility to the Borrower and have or will have first priority Security Interest over any assets of the Borrower.

“Total Term Loan” or “TTL” shall mean the aggregate of all outstanding obligations of the Borrower to pay or repay money with a maturity in excess of 1 (one) year, excluding (a) the amounts to be contributed by the Majority Shareholder pursuant to and in terms of the undertakings referred to in Articles 2.19(ii) hereof; and (b) any amounts availed towards working capital requirements but including without limitation any amounts raised under any transaction having the financial effect of a borrowing as per Indian GAAP.

“Transaction Documents” shall mean collectively the Project Documents, the Financing Documents.

“Trust and Retention Account” shall mean all the accounts including Retention Accounts, to be established with the Account Bank under or pursuant to the Trust and Retention Account Agreement.

“Trust and Retention Account Agreement” shall mean the agreement to be entered into amongst the Lenders, the Borrower, the Lenders’ Agent, the Security Trustee and the Account Bank providing for the opening and operation of the Trust and Retention Account.

“Unsatisfied CP Notice” shall have the meaning specified in Article 2.4(IV)(a)(iii).

“Upfront Fee” shall have the meaning given to it under Article 2.6(i) of this Agreement.



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1.2 PRINCIPLES OF INTERPRETATION

In this Agreement, unless the context otherwise requires:(a) the recitals shall be construed as part of this Agreement;(b) the words importing singular shall include plural and vice versa

and the words denoting natural persons shall where the context admits, include partnerships, firms, companies, corporations, associations, organizations or other entities (whether or not having a separate entity);

(c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(d) any reference in this Agreement, to this Agreement or any other agreement or document shall be construed, without limitation, as a reference to this Agreement or, as the case may be, such other agreement or document, in each case as the same may have been, or may from time to time be, amended, varied, novated, acceded to or supplemented and any reference to any statutory provision shall include such provision and any regulations made thereunder and any statutory re-enactment, modification or replacement thereof;

(e) any reference herein to any Person includes any individual, partnership firm, trust, body corporate, government, governmental body, authority, agency, unincorporated body of persons or association and shall be construed to include such Person’s permitted successors, transferees and assigns;

(f) Unless the reference to month is for specifying a period, all references to “month” shall mean English calendar month provided that wherever the reference to the expression “month” is used in the context of period, it shall mean a period of thirty days. All references to quarter shall, unless specified otherwise, mean a period of three months commencing on 1st January, 1st April, 1st July and 1st October, provided that for repayment of the Loans, the period of quarter shall be construed as provided in the Amortization Schedule;

(g) all references herein to Sections, Annexes, Exhibits, Schedules and Parts shall, unless otherwise specified, be construed to refer to Sections, Annexes, Exhibits, Schedules and Parts to, this Agreement;

(h) the “winding-up”, “bankruptcy”, “dissolution” or “insolvency”, of a company or corporation shall be construed so as to include, without limitation, any equivalent or analogous proceedings under the Applicable Law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of temporary or permanent suspension of payment, liquidation, winding-up, reorganisation, dissolution, judicial management, administration, arrangement, adjustment, protection or relief of debtors and whether voluntary or involuntary;



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(i) the Section titles and Table of Contents contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of the provisions of this Agreement;

(j) unless otherwise specified, in this Agreement, in the computation of periods of time from a specified date to a later specified date, the words “from” and “commencing on” mean “from and including” and “commencing on and including”, respectively, and the words “to”, “until” and “ending on” each mean “to but not including” , “until but not including” and “ending on but not including”, respectively;

(k) the words "other", "or otherwise" and "whatsoever" shall not be construed ejusdem generis or as any limitation upon the generality of any preceding words or matters specifically referred to;

(l) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(m) words importing a particular gender shall include all genders;(n) reference to “Party” means a party to this Agreement and

references to “Parties” shall be construed accordingly;(o) any consent required to be provided by the Lenders or the

Lenders’ Agent shall mean the prior written consent of each of the Lenders or the Lenders’ Agent;

(p) A provision contained under this Agreement and the other Finance Documents qualified by reference to “material”, or otherwise stipulating materiality in any manner, in relation to any matter, event, act, or omission shall apply, when there is:

(a) any adverse impact on the Borrower’s ability to exercise its rights and/or perform its obligations under the Transaction Documents, or

(b) financial impact, or the related risk having financial impact, of at least `50,00,000.00 (Rupees Fifty Lacs), or

(c) any adverse impact on the ability of the Secured Parties to enforce the Security Interest;

(q) in the event of any disagreement or dispute between the Lenders and the Borrower regarding the materiality of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise, the opinion of the Lenders as to the materiality of any of the foregoing shall be final and binding on the Borrower; and

(r) the provisions contained in the Schedules hereunder written shall have affect in the manner as if they were specifically herein setforth.



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ARTICLE – IIAGREEMENT AND TERMS OF LOANS

2.1 AMOUNT OF LOANS (a) The Borrower agrees to borrow from the Lenders and each of the Lenders

agree to extend the Loan Facility on the terms and conditions contained herein, the sums to the maximum extent of their respective Commitments set out against their respective names in the second column of the table contained in Schedule IB aggregating to `329,00,00,000.00 (Rupees Three Hundred and Twenty Nine Crores) with a sub-limit, which the Borrower may avail as the LC Facility, of an amount aggregating to `25,00,00,000/- (Rupees Twenty Five Crores) from the LC Lender.

The obligations of Lenders hereunder are several and accordingly none of the Lender shall be responsible for the obligations of any other Lender(s).

2.2 PURPOSEThe proceeds of all amounts borrowed by the Borrower hereunder shall be applied in or towards the construction and development of the Project.

2.3 AVAILABILITYDrawdown under this Agreement shall be made only during the Availability Period and shall be subject to the satisfaction (or waiver) of each condition precedent set forth in Article IV hereof, provided, however, that the conditions set forth in Article 4.2 of this Agreement shall be required to be satisfied (or waived) only in connection with the Initial Drawdown.

2.4 DRAWDOWN(I) Drawdown Schedule

The Borrower shall forthwith provide to the Lenders’ Agent and the Lenders a drawdown schedule for the entire Construction Period, divided quarter. The Borrower shall also provide to the Lenders drawdown schedule for each Fiscal Year comprised in the Availability Period quarter-wise with not more than 6 (six) Drawdown per quarter and 2 (two) Drawdown per month, at least 15 (fifteen) days before commencement of such Fiscal Year (“Drawdown Schedule”). If any part of the Drawdown Schedule required to be furnished as above cannot cover any Fiscal Year completely, then such Drawdown Schedule shall be given for the relevant part of the Fiscal Year at least 1 (one) months before commencement of such part. The Lenders may, however, allow changes in the dates of Drawdown indicated in the Drawdown Schedule for any quarter provided that the Borrower approaches for such change(s)



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at least 30 (thirty) days in advance before the commencement of the relevant quarter and the attending circumstances, in the opinion of the Lenders, justify such change. Provided always that the Borrower shall take into account its obligations to pay monthly interest and other expenses during the concerned Fiscal Year or quarter, as the case may be, while preparing and furnishing the Drawdown Schedule to the Lenders to ensure that the Borrower does not commit any default in making the payment of interest in terms hereof.

(II) Availability of Drawdown Subject to the other terms and conditions of this Agreement, the Borrower may request the making of a Drawdown on any Business Day during the Availability Period, provided that: (a) the aggregate amount of each Drawdown of the Loans during any

month from the Lenders shall be at least `2,00,00,000.00 (Rupees Two Crores) and in integral multiple of `50,00,000.00 (Rupees Fifty Lacs), except for the final Drawdown of the remaining un-drawn balance of the Loan under this Agreement;

(b) the aggregate principal amount of the Loan Facility under this Agreement shall not exceed the principal amount of the Loan Facility agreed to be made available by the Lenders for drawing under this Agreement; and

(c) unless the Lenders decide otherwise, the Lenders shall participate in, and the Borrower shall seek, each Drawdown in proportion to the respective commitments of the Lenders as per Schedule IB hereof. However provided that the entire drawdown of Interim Facilities shall be treated as Drawdown from Axis under this Agreement or a part of such drawdown shall be treated as Drawdown from Axis under this Agreement and the remaining part shall be adjusted against the proportionate Drawdowns of other Lenders as the Lenders may mutually agree.

(III) Procedure for Requesting Drawdown (a) The Borrower shall make a request for each Drawdown by

delivering a notice (“Notice of Drawal”) substantially in the form attached hereto as Form No. 1 in Schedule VIII, for Drawdown of term loan to the Lenders’ Agent with a copy to each of the Lenders, no later than 10 (ten) Business Days prior to the proposed Drawdown Date that is specified in the Notice of Drawal (“Drawdown Date”) and such notice shall not be given earlier than 15 (fifteen) Business Days before the Drawdown Date. The Borrower shall request Drawdown no more frequently than thrice per quarter excluding (A) Drawdowns made to fund Interest, Additional Interest and fees payable during the relevant quarter;



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and (B) as may be necessary to permit the final Drawdown. Notwithstanding anything to the contrary contained herein, the Notice of Drawal and all related correspondence pursuant to this Article 2.4 shall be sent to each of the Lenders and the Lenders’ Agent by facsimile also.

(b) Each Notice of Drawal shall contain a certification by an Authorised Officer of the Borrower as to the following, in addition to such other information as may be required by the Lenders:i. the aggregate amount of the proposed Drawdown and the

amount to be disbursed by each of the Lenders (if any);ii. the Drawdown Date for the proposed Drawdown, which

shall be a Business Day and shall be the same date for each of the Lenders;

iii. Available Commitment of each of the Lenders and the amount of the proposed Drawdown;

iv. all proceeds of the Equity Contribution towards the Project Equity Capital then required to be funded have been funded and applied or allocated, as the case may be, to pay for Project Cost;

v. both before and after giving effect to the proposed Drawdown during that quarter and taking into account, the Equity Contributions then required to made towards the Project Equity Capital prior to the Drawdown, the Debt to Equity Ratio will not be greater than 70:30 (Seventy: Thirty);

vi. the proceeds of the earlier Drawdown have been applied only towards the Project Cost and the proceeds of the proposed Drawdown (a) is to the satisfaction of LIE, (b) is as per the Drawdown Schedule and Base Case Business Plan, as modified with the approval of the Lenders and (c) shall be applied to meet only such estimated Project Cost as are permitted under this Agreement;

vii. each representation and warranty of the Borrower made in Article V shall be true, complete and correct in all respects, in each case, with the same force and effect as though each such representation and warranty were made in and as of the date of such Notice of Drawal, except for any representation and warranty which expressly related to earlier date and is not surviving; and

viii. no Potential Event of Default or Event of Default has occurred or is continuing and the Borrower is in compliance with the provisions of the Transaction Documents.



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The Notice of Drawal shall be signed by the Authorised Officer of the Borrower and shall include as attachments all certificates and documentation required thereby, including a Drawdown Certificate from the LIE substantially in the form contained in Form No. 2 in Schedule VIII, to be correct as of the corresponding Drawdown Date provided, however, that those certificates and documentation required under Article 4.2 in connection with the Initial Drawdown shall not be required to be attached to any subsequent Notice of Drawal delivered in connection with any subsequent Drawdown.

(c) Each Notice of Drawal shall also be accompanied by a certificate of the Auditor certifying the sources of the funds (with dates of their receipts by the Borrower) of, and utilization thereof by, the Borrower for the period ending with the immediately preceding month.

(IV) Drawdown(a) Procedure for Drawdown

i. Drawdown under the Loan Facility will be made in one or more instalment(s) or in such other manner as may be decided by the Lenders subject to the Borrower complying with the provisions of this Agreement generally and the provisions of Article 2.4, Articles 4.2 and 4.3 of this Agreement specifically. Promptly after the receipt of each Notice of Drawal (and in any event no later than 8 (eight) Business Days prior to the Drawdown Date), the Lenders’ Agent shall review such Notice of Drawal and attachments thereto to determine whether the following three conditions (hereinafter referred to as the “Conditions Precedent to Notice of Drawal”) are satisfied: (a) the Notice of Drawal meets the requirements of Article

2.4(III);(b) all applicable conditions precedent set out in Articles 4.2

(applicable only in case of the Initial Drawdown) and 4.3 have been complied with; and

(c) all required documentation in relation to the aforesaid conditions has been provided.

ii. Subject to Article 2.3 and the other subparagraphs of this Article 2.4(IV) and satisfaction or waiver of all Conditions Precedent to Notice of Drawal, at such time as the Lenders’ Agent has determined that all Conditions Precedent to Notice of Drawal have been satisfied or waived, subject to the provisions of Article 2.4(IV)(b), Drawdown shall occur.

iii. If in connection with any Notice of Drawal, any Lender determines that any Condition Precedent to Notice of Drawal has



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not been satisfied, such Lender shall notify the Borrower and the Lenders’ Agent no later than 6 (six) Business Days prior to the Drawdown Date that the Drawdown(s) may not be made and shall give the reasons therefor (any such notice, is hereinafter referred to as an “Unsatisfied CP Notice”). Any such notice sent less than 6 (six) Business Days prior to the Drawdown Date shall not be effective as an Unsatisfied CP Notice. Such Unsatisfied CP Notice shall be replied to and efforts shall be made by the Borrower to satisfy the concerned Lender(s) as to fulfilment of the conditions (that may have been remained to be fulfilled) within 2 (two) Business Days from the receipt of that Unsatisfied CP Notice under intimation to the Lenders’ Agent. The concerned Lender(s) who has issued the Unsatisfied CP Notice shall revoke the Unsatisfied CP Notice within 3 (three) Business Days from the date of fulfilment of the conditions.

iv. If the Lenders’ Agent (A) determines pursuant to Article 2.4(IV)(a)(i) that all the Conditions Precedent to Notice of Drawal have not been satisfied or (B) the Unsatisfied CP Notice by any of the Lenders has not been satisfied at least 6 (six) Business Days prior to the Drawdown Date, then the Lenders’ Agent shall notify the Borrower thereof in writing within 4 (four) Business Days of such determination. The notice from the Lenders’ Agent shall specify which of the Conditions Precedent to Notice of Drawal has/have not been satisfied.

v. At such time, if ever, as (A) the Lenders’ Agent determines that the Condition(s) Precedent to Notice of Drawal, which had not been satisfied, has been satisfied or (B) the Lender(s) which issued an Unsatisfied CP Notice to the Lenders’ Agent with respect to such Notice of Drawal shall promptly and not later than 2 (two) Business Days from such compliance inform the Lenders’ Agent in writing that the event giving rise to such Unsatisfied CP Notice no longer exists, the Lenders’ Agent shall notify the Borrower thereof. Provided that where the Borrower provides the Lenders’ Agent and the Lenders, information as to the satisfaction of the condition precedent, which is the subject matter of such Unsatisfied CP Notice, the Unsatisfied CP Notice shall be deemed to be revoked if none of the Lenders issues a fresh Unsatisfied CP Notice. If the Security Interest is not created and perfected by the Borrower as stipulated in Article 3.1(B), any further Drawdown shall be at the sole discretion of the Lenders.

vi. No Lenders or the Lenders’ Agent shall have any liability to the Borrower or the other Lender or any other person claiming any interest through the Borrower arising from the issuance of an



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Unsatisfied CP Notice, if the Unsatisfied CP Notice is issued in good faith.

(b) If the Lenders’ Agent has not received an Unsatisfied CP Notice pursuant to Article 2.4(IV)(a)(iii) and is satisfied that the conditions precedent to a Drawdown have been complied with, or at such time as the Lenders’ Agent has issued a notice to the Borrower under Article 2.4(IV)(a)(v) and is otherwise satisfied that the relevant Conditions Precedent to Notice of Drawal have been complied with, the Lenders’ Agent shall issue a notice confirming the Drawdown, (hereinafter referred to as the “Lending Confirmation Notice”) substantially in the form attached hereto as Form No. 3 in Schedule VIII to the Account Bank with a copy to the Borrower no later than 2 (two) Business Day prior to the Drawdown Date to which the Notice of Drawal relates.

(c) Following the issue of a Lending Confirmation Notice, each of the Lenders shall, on each Drawdown Date, make the proceeds of Drawdown in proportion to their respective commitments as per Schedule IB hereto to the Borrower by depositing such proceeds into the relevant Trust and Retention Account under the Trust and Retention Account Agreement, preferably using the real time gross settlement (‘RTGS’). No Lender shall make any Drawdown, unless the Lenders’ Agent shall have issued the Lending Confirmation Notice.

(d) The failure of any Lenders to make a Drawdown shall not relieve the other Lender of its obligation hereunder in respect of its Loan (provided no Potential Event of Default or Event of Default has occurred) to make the proposed Drawdown, but no Lender shall be responsible for the failure of the other Lender to make any Drawdown or any portion thereof.

(V) Draw Stop Notices(a) In addition to the ability to issue an Unsatisfied CP Notice pursuant to

Article 2.4(IV) and notwithstanding the issuance of any Lending Confirmation Notice by the Lenders’ Agent pursuant to Article 2.4(IV)(c) in connection with any Drawdown, any Lender or the Lenders’ Agent upon the occurrence of an Potential Event of Default or an Event of Default may issue a notice (a “Draw Stop Notice”) to the Borrower with a copy to each of the Lenders, the Security Trustee and the Account Bank, notifying the Borrower that no Drawdown shall be made under any Notice of Drawal.

(b) A Draw Stop Notice issued pursuant to Article 2.4(V) shall remain in full force and effect until the Potential Event of Default or Event of Default which led to the issuance of such Draw Stop Notice has been remedied by the Borrower or waived by such Lender.



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(c) Upon the Potential Event of Default or Event of Default which led to the issuance of such Draw Stop Notice being remedied or waived, such Draw Stop Notice shall be deemed to be revoked and the Lender who issued the Draw Stop Notice or the Lenders’ Agent, as the case may be, shall promptly notify the Borrower and the Lenders, whereupon the Lenders shall make the proposed Drawdown as soon as practicable thereafter (and in any event no later than 2 (two) Business Days thereafter.

(VI) No Approval of WorkThe making of any disbursement pursuant to any Drawdown shall not be deemed to be an approval or acceptance by the Lenders’ Agent or any of the Lenders of any work, labour, supplies, materials or equipment furnished or supplied with respect to the Project.

2.5 MODE OF DRAWDOWNAll disbursements shall be by cheque(s) / authorization(s)/RTGS or any other mode as permitted by the Lenders’ Agent and the collection / remittance charges will be borne by the Borrower. The interest on the Loan will accrue as from the date of such cheque(s) and, in the case of authorization(s), from the date as specified in the authorization.

2.6 UPFRONT FEE AND COMMITMENT FEE(i) Up front fee

The Borrower shall pay to each of the Lenders a non-refundable, non-adjustable one time upfront fee (“Upfront Fee”) at the rate of 0.25% (zero point two five percent) of their respective Commitment plus applicable Taxes. The Upfront Fee shall be paid on or before the execution of this Agreement.

(ii) Commitment FeeThe Borrower shall pay to the Lenders a non-refundable commitment fee at the rate of 1% (one percent) per annum of the amounts not drawn or drawn in variance with the Drawdown Schedule. Such fees shall be calculated on the basis of the Drawdown not sought and the number of days deviated from the dates indicated in the Drawdown Schedule (i.e. to say, until such amount is fully Drawndown). The amount of subsequent Drawdown shall be first adjusted against the shortfall in any previous Drawdown. Such commitment fee shall be payable to the Lenders quarterly in arrears on the last day of each quarter. The Borrower shall not be required to pay the commitment fees in respect of any amount not drawn or drawn in variance with the Drawdown Schedule:(a) for the period of 6 (six) months commencing from the date of

Initial Drawdown;



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(b) in the event the Drawdown Schedule is amended in accordance with Article 2.4(I) hereof.

2.7 IMPOSTS, COSTS AND CHARGES AND REIMBURSEMENT OF EXPENSES

(i) The Borrower shall be liable to: (a) pay all imposts, stamp duties, penalties, Taxes (including

interest tax and other taxes, if any) and such additional duties as maybe levied from time to time by the Government Authority or other authority in accordance with the Applicable Law pertaining to or in respect of the Loan.

(b) pay all costs, charges and expenses (including costs of investigation of title, documentation, due diligence or any other cost for the protection of the Lenders’ interest including for enforcement of Security Interest over the Project Assets, recovery of dues and other litigation expenses) and expenses in anyway incurred by the Lenders and the Lenders’ Consultants (including traveling and other allowances) in connection with their undertaking or fulfilling their obligations and/or exercising any right or authority or liability conferred under this Agreement or the other Financing Documents.

(ii) The payment of Interest shall be net of interest tax, service tax and/or any other levies / duties, which shall be borne and payable by the Borrower to the Lenders over and above the Applicable Interest Rate(s).

(iii) To the extent the costs, charges and expenses referred to in 2.7(i) above are not paid directly by the Borrower, the Borrower shall reimburse all amounts incurred or paid by the Lenders and/or Lenders’ Consultants within 30 (thirty) days from the date of notice of demand or invoice from the Lenders.

(iv) In case of default in making such reimbursement within 30 (thirty) days from the date of notice of demand, the Borrower shall also pay on the defaulted amounts, Liquidated Damages under this Agreement from the expiry of 30 (thirty) days from the date of notice of demand till reimbursement.

2.8 INTEREST(i) Interest

The Borrower shall pay Interest on the Interest Payment Dates to each of the Lenders on their respective Loan outstanding from time to time, and on all monies accruing due under this Agreement and not paid on Due



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Dates. The first of such interest shall be paid on the first Interest Payment Date falling after the Initial Drawdown. The interest to be paid by the Borrower in terms of this Agreement shall be capitalised and be allowed as part of the cost of Project up to the COD.

(ii) Additional Interest for non-creation of Security InterestIf Security Interest stipulated under Article 3.1(A) is not created and perfected within the time period stipulated under Article 3.1(B), the Loans shall carry additional, penal interest at the rate of 2% (two percent) per annum over and above the Applicable Interest Rate (plus interest tax, service tax, or any other Taxes, if applicable). Such additional interest shall be charged with effect from the date of Initial Drawdown until the Security Interest is created and perfected as stipulated in Article III of this Agreement. Such additional interest shall be payable on demand and in absence of demand, the same shall be payable on the next Interest Payment Date.

(iii) Additional Interest on Non-adherence to certain financial parameters:Commencing from end of Fiscal Year following Initial Drawdown, the Borrower shall pay an additional interest to each of the Lenders at the rate of 1% (one percent) per annum on the outstanding amounts of the Loans in the event of any adverse deviation in respect of any parameters specified in items (a) to (d) below at any point of time until the Final Settlement Date. The determination of deviation for the aforesaid purposes shall be on the basis of the annual segment audited financial statements of the Borrower. The financial ratios stipulated above are:(a) Debt to Equity Ratio of 70:30 (seventy: thirty);(b) Fixed Asset Cover of minimum 1.25 (one point two five); (c) TTL/TNW of maximum 2:1 (two: one); and(d) DSCR of minimum 1.20 (one point two zero);

(iv) Additional Interest for non-compliance with credit risk rating obligation:The Borrower shall pay an additional interest to each of the Lenders at the rate of 1.00% (one percent) per annum on the outstanding amounts of the Loans in the event of default by the Borrower in complying with its obligations under Article 6.1.20(o) within the time stipulated therein. Such additional interest shall be payable from the date when the period stipulated for compliance of the aforesaid condition expires.



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(v) It is clarified that the liability of the Borrower to pay the Additional Interest stipulated in paragraph (ii) and (iii) above and Liquidated Damages stipulated in Article 2.9 hereof is separate and distinct and the same shall be payable accordingly, even if such Additional Interest and Liquidated Damages is payable simultaneously.

(vi) The Borrower shall pay in addition to the Interest and Additional Interest, by way of reimbursement, any interest tax and/or other statutory duties levied from time to time and payable under Applicable Law by the Lenders.

(vii) The Borrower acknowledges that any sums, Interest, default amount including but not limited to the Additional Interest and Liquidated Damages are reasonable and they represent genuine pre estimates of the loss incurred by the Lenders in the event of non payment by the Borrower.

(viii) The interest payable by the Borrower shall be subject to the changes in interest rates made by the Reserve Bank of India from time to time as would be applicable to the Loan Facility which would apply only to such Lenders that are “scheduled banks” defined under the Reserve Bank of India Act, 1934.

2.9 LIQUIDATED DAMAGES ON DEFAULT AMOUNTS(a) In case of default in payment of any Repayment Installments or payment

of Interest, Additional Interest, and other monies (except Liquidated Damages) becoming due under this Agreement or any other Financing Document, on their respective Due Dates (the “Defaulted Amounts”), the Borrower shall pay to the Lenders Liquidated Damages at the rate of 2% (two percent) per annum on the total outstanding amounts (“Liquidated Damages”) in addition to the payment of Interest on the Defaulted Amounts at the Applicable Interest Rate. The Interest on the Defaulted Amounts and the Liquidated Damages shall be payable on demand and in the absence of any such demand on the next Interest Payment Date occurring after the date of default.

(b) Liquidated Damages as above shall be payable for the period commencing on the first day of such default till the time such default continues.

2.10 COMPUTATION OF INTEREST AND OTHER CHARGESInterest, Additional Interest and Liquidated Damages shall accrue from day to day and shall be computed on the basis of 365 (three hundred and sixty five) days a year and on the actual number of days elapsed, and the



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same shall become payable to the Lenders upon the footing of compound interest with monthly rests.

2.11 REPAYMENT(i) The Borrower undertakes to repay, the principal amounts of the Loan to

each of the Lenders in 42 (forty two) unequal quarterly installments on the first day of each quarter as per the Amortisation Schedule, commencing from the First Repayment Date (each a “Repayment Installment”), such that the total door-to-door tenor (from the Initial Drawdown to the date of repayment of the last Repayment Installment) does not exceed 13 (thirteen) years and 6 (six) months.

(ii) The Lenders may, in suitable circumstances revise, vary or postpone the Repayment Installment for the time being or any part thereof by giving prior notice in writing to the Borrower on such terms and conditions as may be decided by the Lenders.

(iii) In the event of any default in the payment of Repayment Installments, payment of any Interest and Liquidated Damages, postponement, if any, allowed by the Lenders shall be at the rate of interest as may be stipulated by the Lenders at the time of postponement and such revised rate of interest shall be intimated in writing to the Borrower.

(iv) If, for any reason, the Loan after the final Drawdown is less than the amount of the Loan Facility, the amounts of installment(s) of repayment of the respective Loan shall stand reduced proportionately but shall be payable on the dates as specified in the Amortization Schedule(s).

2.12 PREMATURE REPAYMENT(i) Except as provided in Article 2.12(ii) hereof, the Borrower shall not

prepay the outstanding amounts of the Loan in full or in part, before the Due Dates except after payment of the Prepayment Premium and obtaining the prior approval of the Lenders which may be granted subject to such conditions as the respective Lenders may deem fit, provided that prepayment may be allowed without payment of the Prepayment Premium on such other terms and conditions as the Lenders may agree.

(ii) Notwithstanding anything contained in Article 2.12(i), upon prepayment of the outstanding principal amount of the Loans in full or in part, before the Due Dates as provided below, the Borrower shall not be required to pay the Prepayment Premium if the prepayment is made:(a) at the instance of the Lenders; or(b) from Surplus Cash Accruals.



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(iii) Notwithstanding anything contained in Article 2.12(i) and 2.12(ii) above, the Borrower shall not be required to pay the Prepayment Premium upon prepayment of the outstanding principal amount of the Loans in full, if such prepayment is made by the Borrower on any Interest Reset Date if the Applicable Interest Rate of any Lender when reset pursuant to the reset of spread is not acceptable to the Borrower and the prepayment is made by the Borrower of the Loans of such Lender within 60 (sixty) days from the Interest Reset Date or the date of communication by such Lender of reset of Applicable Interest Rate pursuant to reset of spread, whichever is later, by giving a notice within 30 (thirty) days from Interest Reset Date. The Borrower shall pay interest at the Applicable Interest Rate as reset on the Interest Reset Date till such prepayment is effected.

(iiia) Any prepayment shall be made pro-rata to all the Lenders other than the prepayment in Article 2.12(iii) above.

(iv) The prepayment as above shall be applied in the inverse order of the Loans’ maturity.

2.13 DUE DATE OF PAYMENTIf the Due Date in respect of any payment to be made under this Agreement does not fall on a Business Day then the Due Date for that payment shall instead be a day immediately preceding the Business Day.

2.14 PLACE AND MODE OF PAYMENT BY THE BORROWER

All payments to be made by the Borrower to the Lenders in terms of this Agreement shall be made directly to the Lenders to their Lending Office or at such office(s) as may be specified by them by Real Time Gross Settlement (“RTGS”) or such other electronic mode acceptable to the Lenders to the account of such office(s) or by cheque or bank draft drawn in favour of the Lenders on a scheduled bank at such places, as may be specified by the Lenders and the amounts shall be so paid as to enable the Lenders to realize, at par, the amount on or before the relative Due Date. Credit for all payments by cheque/bank draft/RTGS will be given only on realization or on the relative Due Date, whichever is later.

2.15 APPROPRIATION OF PAYMENTS(i) Unless otherwise agreed to by the Lenders, any payments made by the

Borrower towards payments due and payable under this Agreement respectively to the Lenders shall be appropriated in the following order, viz:(a) Interest on costs, charges, expenses and other monies; (b) costs, charges, expenses and other monies incurred by the

Lenders;



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(c) Liquidated Damages;(d) Interest including Additional Interest;(e) Prepayment Premium;(f) Repayment Installment.

(ii) Notwithstanding anything contained in Article 2.15(i) above, the Lenders may, at their absolute discretion appropriate any payment in any manner towards their dues, payable by the Borrower under this Agreement.

2.16 ADJUSTMENT OF OVERDUEThe Lenders may deduct from sums to be lent to the Borrower any monies then remaining due and payable by the Borrower to each of such Lenders. The Borrower hereby authorizes the Lenders to deduct such sums from the amount of the Loan to be disbursed and the sums so deducted or adjusted shall be deemed to be Drawdown made by the Lenders.

2.17 SET-OFF AND COUNTERCLAIMAll payments made by the Borrower under this Agreement shall be made without any deduction, set off or counterclaim.

2.18 CANCELLATION OF LOANS(i) In the event any of the Lenders refuses or fails to disburse the Loan on

any Drawdown Date on a request being made by the Borrower for any reason whatsoever other than in accordance with this Agreement, the Borrower may, with the consent of the Lenders and subject to making adequate arrangements for the financing of the Project within 90 (ninety) days after such failure to disburse, cancel the Available Commitment of such non-disbursing Lender and prepay the amount of the Loans Drawndown by the Borrower from such non-disbursing Lender (along with any accrued interest) without any premium or any other additional fee or cost.

(ii) Except as specifically provided above, and/or in accordance Article 2.12, the Borrower has no right to cancel the Loan Facility or any parts thereof.

(iii) Notwithstanding anything aforesaid, it shall always be the Borrower’s responsibility to ensure that the entire means of finance as per the Financing Plan to meet the Project Cost remains tied up at all times upto the COD.

2.19 UNDERTAKINGS BY THE MAJORITY SHAREHOLDER The Borrower shall, before seeking Initial Drawdown under the Loan Facility, procure and furnish from the Majority Shareholder the following undertakings in a form and substance satisfactory to the Lenders:



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(i) Undertaking that in the event of failure by the Borrower to make, contribute or arrange the Equity Contributions towards the Project Equity Capital from time to time, the Majority Shareholder shall make and/or arrange the requisite Equity Contributions;

(ii) Undertaking that the Majority Shareholder shall and/or arrange to bring additional funds to the Borrower without any recourse to the Project Assets in a manner and to the satisfaction of the Lenders to meet the shortfall, if any, in meeting the means of finance arising out of Cost Overrun.

(iii) Undertaking that in the event, any sums are contributed by the Majority Shareholder and/or arranged by the Majority Shareholder from any other person by way of Subordinate Loans, pursuant to the undertaking in Article 2.19 (ii) above, (a) such Subordinate Loan shall not have any recourse to the

Project Assets;(b) until Final Settlement Date, no part of such Subordinate

Loan shall be repayable/redeemable and that no interest on such Subordinate Loan shall be claimed by the Majority Shareholder and/or any other person (from whom the same is arranged) from the Borrower;

(c) consequently, no winding up or other proceedings shall lie against the Borrower in respect of or for recovery of the Subordinate Loan and any amount payable in respect thereof, irrespective of whether the Majority Shareholder contribute the same and/ or the Majority Shareholder arrange the same or part thereof from any other person(s); and

(d) the Majority Shareholder shall ensure that the other person referred to in (c) above acknowledges the aforesaid conditions before such other person extends any part of the Subordinate Loan to the Borrower.

2.19A INTIMATION AND APPROVAL OF SUBORDINATE LOANSIn the event, any sums are contributed by the Majority Shareholder and/or arranged by the Majority Shareholder from any other person by way of Subordinate Loans, pursuant to the undertaking in Article 2.19 (ii) above, the Borrower shall

(i) Intimate to the Lenders the source of such Subordinate Loans and the terms on which the same are proposed to be availed; and

(ii) seek prior approval of the Lendersat the time of availing the Subordinate Loans.



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ARTICLE – IIISECURITY

3.1 SECURITY FOR THE SECURED OBLIGATIONSA) The Secured Obligations i.e., the Loan Facility, including the

LC Facility (together with all Interest, Additional Interest, Liquidated Damages, fees, Prepayment Premium, costs, charges, expenses and other monies and all other amounts whatsoever stipulated in as payable by the Borrower in terms of, the Financing Documents) shall be secured by:-a) a first mortgage and charge on all the Borrower’s immovable

properties acquired/ to be acquired including leasehold land, plant and machinery, both present and future pertaining to the Project;

b) a first charge of all the Borrower’s moveable assets pertaining to the Project both present and future;

c) a first charge on the Receivables;d) a first charge over all bank accounts of the Borrower pertaining to

the Project, including without limitation, the Trust and Retention Account, Debt Service Reserve Account and other reserves and the Retention Accounts (or any account in substitution thereof) that may be opened in terms hereof and of the Project Documents and in all funds from time to time deposited therein and in all Permitted Investments or other securities representing all amounts credited thereto;

e) assignment by way of security of:(i) all the right, title, interest, benefits, claims and demands

whatsoever of the Borrower in the Project Documents, duly acknowledged and consented to by the counter parties to the Project Documents as provided under such Project Documents, all as amended, varied or supplemented from time to time;

(ii) the right, title and interest of the Borrower in, to and under all the Clearances pertaining to the Project;

(iii) all the right, title, interest, benefits, claims and demands whatsoever of the Borrower in any letter of credit(and any other security provided by the off-takers of coal from the Project in favour of the Borrower), guarantee (including contractor guarantees and liquidated damages and performance bond) provided by any party to the Project Documents; and

(iv) all the right, title, interest, benefits, claims and demands whatsoever of the Borrower under all Insurance Contracts and Insurance Proceeds pertaining to the Project; and

f) irrevocable and unconditional personal guarantee of Shri Manoj Jayaswal.



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Provided that the aforesaid mortgages, charges, assignments and guarantees shall in all respects rank pari-passu inter-se amongst the Lenders without any preference or priority to one over the other or others.

Provided further that on adjustment of the amounts disbursed under the Interim Facilities and on treating the same as a Drawdown under the Loan Facility the charge created by the Borrower on its assets in favour of AXIS to secure the Interim Facilities shall be released and satisfaction of charge in respect thereof shall be filed with the concerned Registrar of Companies.

B) (i) The Borrower shall create and perfect the Security Interest stipulated in paragraphs A(c) and A(f) above prior to seeking Initial Drawdown.

(ii) The Borrower shall create and perfect the Security Interest stipulated in paragraphs A(a), A(b), A(d) and A(e) above within 180 days from execution of the Financing Documents.

(iii) Prior to the creation of the Security Interest, as stipulated in Article 3.1(B) (i) and (ii) above Drawdown shall be permitted only to the extent of 50% of the Loan Facility.

(iv) If the Security Interest is not created and perfected by the Borrower as stipulated in Article 3.1(B), any further Drawdown shall be at the sole discretion of the Lenders.

3.2 GOOD AND MARKETABLE TITLEThe Borrower shall make out a good and marketable title to the Project Assets, to the satisfaction of the Security Trustee and the Lenders and comply with all such formalities as may be necessary or required for the said purpose.

3.3 FURTHER / ADDITIONAL SECURITYPending the Final Settlement Date, the Borrower undertakes to:(i) notify the Lenders’ Agent, the Security Trustee and Lenders in

writing of all its acquisitions of immovable properties pertaining to or for the purpose of the Project as soon as practicable thereafter; and

(ii) provide a quarterly statement to the Lenders’ Agent, the Security Trustee and Lenders from the concerned Registrar of Companies detailing the Project Assets,

to make out a marketable title to the satisfaction of the Security Trustee and Lenders and further undertakes to create Security Interest thereon in favour of the Lenders in the form and manner as advised by the Lenders on such properties. If, at any time during the subsistence of this



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Agreement, the Lenders are of the opinion that the Security Interest created in favour of the Lenders has become inadequate to cover the Secured Obligations, then, on the Lenders advising the Borrower to that effect, the Borrower shall provide and furnish to the Lenders, to its satisfaction, such additional security as may be acceptable to the Lenders to cover such deficiency.

3.4 ADDITIONAL PROJECT DOCUMENTSSo long as any obligations remain due and outstanding to the Lenders, the

Borrower undertakes to notify the Lenders in writing, and furnish a copy to each of all the material Project Documents the Borrower may enter into or obtain at any time subsequent to the date of this Agreement (“Additional Project Documents”). As soon as practicable after its entering into of an Additional Project Document, the Borrower shall assign its rights and interests in such Additional Project Document in favour of or for the benefit of the Lenders as per Article 3.1 above in such form and manner as may be decided by the Lenders’ Agent.



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ARTICLE – IVEFFECTIVENESS OF THE AGREEMENT AND

PRE-COMMITMENT CONDITIONS

4.1 CONDITIONS PRECEDENT - EFFECTIVE DATEThis Agreement shall become effective and binding on the Borrower from the date of this Agreement and shall remain in full force and binding on the Borrower until the Final Settlement Date.

Notwithstanding anything to the contrary that may be contained herein, this Agreement, save and except Articles 2.6(i), 2.15 hereof and Schedule IV hereto, shall as regards the Lenders be effective only upon the fulfillment of the following conditions:

(A) The Borrower shall have tied up the entire Loan Facility for the Project.

(B) The Borrower shall have appointed(i) the LIE (at the Borrower’s own cost) for such scope of

work as may be decided by the Lenders including review of Project Cost, review of Project Documents, monitoring of performance and operations, testing, review of the progress of the DRI Plant and the Power Plant etc;

(ii) the LLC (at the Borrower’s own cost) for such scope of work as may be decided by the Lenders including review of the Project Documents, Financing Documents, Security Documents and other relevant documents;

(iii) the LIA (at the Borrower’s own cost) for such scope of work as may be decided by the Lenders including review and finalization of the insurance package for the Project.

(C) The Borrower shall have provided, to the satisfaction of the Lenders:

(i) certified true copies of the constitutional documents of the

Borrower and its promoters, the Shareholders Agreement (if any), duly amended to give effect to the provisions contained in this Agreement and other Transaction Documents;

(ii) certified true copies of all necessary resolutions including but not limited to board/ shareholder resolutions for acceptance of sanction terms of the Lenders, approval of the transactions contemplated under the Financing



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Documents and Project Documents and increase in authorized share capital;

(iii) evidence of the corporate power, authority of the Borrower and the authority/power of the Majority Shareholder to enter into the Transaction Documents and evidence of the signature authority of the persons executing the Transaction Documents on behalf of the Borrower and the Majority Shareholder;

4.2 CONDITIONS PRECEDENT TO INITIAL DRAWDOWNThe obligation of the Lenders to make the Initial Drawdown under this Agreement shall be subject to the satisfaction (in form and substance) or waiver by the Lenders of the following conditions besides the Borrower performing all its obligations and undertakings under this Agreement and compliance by the Borrower with the conditions specified in Article 4.3 and Drawdown Procedure stipulated by the Lenders on or prior to the proposed Initial Drawdown date for the Loans.

a) Project Site The Borrower shall have executed the Land Acquisition Agreements for the Acquired Project Site, to the satisfaction of the Lenders and the LLC shall have certified the title in respect thereof to be free from all Security Interest (other than the Security to be created pursuant to this Agreement).

b) Corporate actionsThe Borrower shall carry out such alterations to its Memorandum and Articles of Association for making changes (including any modification/ increase in authorized share capital of the Borrower in line with the Base Case Business Plan and envisaged Equity Contributions towards Project Equity Capital for funding of the Project) as may be as required by the Lenders to safeguard the interests of the Lenders arising out of this Agreement.

(c) Equity ContributionThe Equity Contribution of an aggregate amount equal to 40% (forty percent) (being `56,40,00,000.00 (Rupees Fifty Six Crores and Forty Lacs) towards the Project Equity Capital shall have been received by the Borrower from the Majority Shareholder and the Borrower shall have produced a certificate of the Auditors certifying the same.

(d) Trust and Retention Arrangement & Setting Up Retention Accounts



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The Borrower shall have appointed any one of the Lenders (as approved by the consortium) as a Trust and Retention Account Agent and shall have entered into the Trust and Retention Account Agreement and special purpose no-lien accounts viz. the Trust and Retention Account and the Retention Accounts in terms thereof shall have been opened to the satisfaction of the Lenders’ Agent (i) for prompt deposit of all Receivables upon their receipt and the Loans Drawndown to the credit of the Trust and Retention Account; (ii) for transfer by the Account Bank of the proceeds of the Trust and Retention Account into various Retention Accounts in the manner and priority as the Lenders may specify; (iii) for making various payments to the Contractors and any other expenditure on the authorization of the Borrower as per the Approved Construction Budget and Approved Operating Budget;

(e) Contracts/Mining Contractor (i) The Borrower shall have entered into fixed time and fixed

price EPC Contracts with the EPC Contractor, which shall provide for adequate liquidated damages for delay in commissioning of the Project and shortfall in performance to the satisfaction of the Lenders.

(ii) The Borrower shall have entered into a Fuel Supply Agreement with Corporate Power Limited on a take or pay basis as per the Base Case Business Plan to the satisfaction of the Lenders.

(iii) The Borrower shall have identified a reputed Mining Contractor for the Project to the satisfaction of the Lenders.

(f) Clearances(i) The Borrower shall have obtained all necessary statutory and other

Clearances (except for those Clearances that are not required to be obtained or issued until a later stage in construction or operation of the Project), and shall have complied with the conditions stipulated therein (except those conditions which are not required to be satisfied or met until a later stage in the construction and operation of the Project).

(ii) The Borrower shall have obtained;

(a) all approvals, permissions, consents and authorisations that may be necessary for creation of the Security Interest over the Project Assets, including that as may be required for creation of Security Interest over the Project Site, if any; and



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(b) a certificate from the Auditors of the Company thereby certifying that the Borrower does not have any unpaid liability towards tax and/or any other sum payable to the income tax department (as a result of completion of proceedings against the Borrower under the Income Tax Act, 1961) and that there are no proceedings pending against the Borrower under the Income Tax Act, 1961 and shall in due course obtain permission of the income tax authority under section 281(1) of the Income Tax Act, 1961;

and shall have fulfilled the conditions stipulated therein as required for creation and perfection of the Security Interest and the same shall have been in full force and effect to the Lenders’ satisfaction. The Borrower shall have delivered to the Lenders copies of such Clearances, and evidence of fulfillment of such conditions.

(g) Opinions/Reports on Project Documents and other matters(1) In addition to the other matters stipulated in this Article 4.2, LIE

shall have reviewed the following and submitted its report thereupon to the Lenders:(i) The EPC Contracts;(ii) The cost of construction and development of the Project; (iii) Clearances referred to in Article 4.2(f);(iv) The Borrower’s ability to meet envisaged coal

requirement, coal production schedule and coal quality as per the Geological Report (GR) / mining plan;

(v) The mining plan, technology adopted for the implementation of the Project and equipment configuration taking in to account the requirements of coal; and

(vi) Such other matters as the Lenders' Agent may stipulate.

(2) In addition to the other matters stipulated in this Article 4.2, LLC shall have reviewed the following and submitted its report thereupon to the Lenders:(i) The EPC Contracts as may have been entered into prior to

seeking the Initial Drawdown; and(ii) Clearances, including those referred to in Article 4.2(f).

(3) The Borrower shall have satisfactorily resolved the issues raised by LIE and/or LLC upon the review as above, including suggestions as to amendment to the Project Documents, to the satisfaction of the Lenders.



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(h) Execution of Financing Documents(i) All the Financing Documents including the undertaking by the

Majority Shareholder (other than documents which are to be executed at a later date in terms of this Agreement) in a form acceptable to the Lenders shall have been duly executed by the Borrower and/or the Majority Shareholder, as the case may be, and the same shall be in full force and effect.

(ii) The Borrower shall have appointed the Security Trustee and the Security Interest as per Article III shall have been created and perfected in favour of the Security Trustee for the benefit of the Lenders under the Security Documents as the first priority Security Interest and shall be in full force and effect.

(iii) The Lenders shall have received opinion of LLC as to creation, perfection and enforceability of the aforesaid Security Interest.

(i) Other DocumentsThe Borrower shall have submitted to the Lenders, copies of the Project Documents, organization chart, the construction budget for construction of the Project, detailed list of Project Assets (including book value) over which Security Interest is proposed to be created, the Project Implementation Schedule and indicative drawdown schedule for the Loan Facility prepared in accordance with the Base Case Business Plan and as agreed between the Borrower and the Contractor, duly certified by LIE and such other statements, certificates, opinions, documents and information with respect to the Project or any other matters contemplated by this Agreement as the Lenders may reasonably request shall have been obtained, executed or delivered in the form and content satisfactory to the Lenders.

(j) NOC of the Existing LendersThe Borrower shall have obtained NOC from the Existing Lenders in the form and content satisfactory to the Lenders permitting the Borrower to create Security Interest on the Receivables.

(k) InsuranceThe Borrower shall have (i) provided evidence to the effect that it has finalised the insurance package as required by Article 6.1.8 of this Agreement (including reinsurance, if any) and as required under the Project Documents as stated above, to the satisfaction of the Lenders; (ii) obtained insurance policies required to be



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obtained prior to the Initial Drawdown as per such package; (iii) paid premia in respect thereof; and (iv) endorsed such policies in favour of the Security Trustee for the benefit of the Lenders as stipulated in Article 6.1.8. The Borrower shall have provided a certificate of LIA in support of the compliance of the aforesaid conditions.

(l) Undertakings and agreements of the BorrowerThe Borrower hereby agrees and undertakes (i) to supply 0.45 million tonnes of coal annually for the period

commencing from Fiscal Year 2013 and ending Fiscal Year 2024 (@ `1150/ton (base year (Fiscal Year 2009) price) with permitted escalation on coal price @ 5% on a year on year basis) from the Project to the DRI Plant as per the Base Case Business Plan to the satisfaction of the Lenders;

(ii) to enter into the Mining Lease Agreement within 18 (eighteen) months from the Financial Close;

(iii) to provide confirmation within 180 (one hundred and eighty) days from the Financial Close that the Security Interest as stipulated in Articles 3.1(A) and 3.1(B) has been created and that it shall obtain an opinion from the LLC in respect of such creation, perfection and enforceability of Security Interest.

(iv) to complete the rehabilitation and resettlement of the people located within the mining area as per the time lines stipulated by the Ministry of Rural Development.

(m) Fund Requirement for DRI Plant/Power Plant(i) The Borrower shall have made firm arrangements to tie up

the entire project costs of the DRI Plant to the satisfaction of the Lenders’ Agent.

(ii) The Borrower shall have become eligible for seeking a drawdown with respect to the loan facility for its DRI Plant and shall have received a drawdown.

(iii) The entire fund requirement for the Power Plant of Corporate Power Limited shall have been tied up and Corporate Power Limited shall have become eligible for seeking a drawdown with respect to the loan facility for its Power Plant and shall have received a drawdown. The Borrower shall provide a certificate from a chartered accountant confirming that such drawdown has been received by Corporate Power Limited.

(n) Payment Mechanism for Supply of Coal



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The Borrower shall establish a payment security mechanism to the satisfaction of the Lenders inter alia including letters of credit and other documentary credit instruments for the payments to be made under the Fuel Supply Agreement. Further the Borrower shall also establish a payment security mechanism to the satisfaction of the Lenders for allocation of payments for supply of coal to the DRI Plant. An amount equivalent to the cost of coal supplied to the DRI Plant shall be credited into the Trust and Retention Account within 7 (seven) days from the end of each month as is adequate to meet the Debt Service Requirement from time to time and to maintain the DSR in terms of this Agreement. In the event the aforesaid payment mechanism for allocation of payments for supply of coal to the DRI Plant is not put in place to the satisfaction of the Lenders, the Borrower shall provide and furnish to the Lenders, to their satisfaction, such additional security as may be acceptable to the Lenders.

4.3 CONDITIONS PRECEDENT TO ALL DRAWDOWNSThe obligation of the Lenders to make the Initial Drawdown and each of the subsequent Drawdowns of the Loan Facility under this Agreement shall also be subject to the satisfaction (in form and substance) or waiver by the Lenders of the following conditions (and the conditions contained in Article 4.2, with respect to the Initial Drawdown) besides the Borrower performing all its obligations and undertakings under this Agreement on or prior to the proposed Drawdown dates for the Loans and compliance of the Drawdown Procedure.

a) Request for Drawdown The Lenders shall have received the Notice of Drawal substantially in the form set out in Schedule VIII hereto.

b) Potential Event of Default; Event of Defaults; Representation and WarrantiesNo Potential Event of Default and no events which with the lapse of time or notice and lapse of time as specified in Article 7.1 would become an Event of Default shall have occurred and be continuing and the representations and warranties made or deemed to be made pursuant to Article V herein or under other Financing Documents shall be true and correct both before and immediately after the proposed Drawdown is made. The Borrower shall confirm that no person who has been identified as a willful defaulter by RBI/ or any other authority/ any Lender has been appointed as, or is, a director on the Board. If any such person is already a director on the board of the Borrower, the Borrower



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shall remove or cause to remove such person from its Board or in the alternate have such person’s name removed from the list of willful defaulters published by RBI/ or any other authority.

c) Equity ContributionThe Lenders shall have received confirmation of the Borrower that the Equity Contributions so as to ensure the compliance of the condition stipulated in Article 2.4(III)(b)(v) have been made/received by the Borrower.

d) FeesThe Borrower shall have paid all fees, expenses and other charges then payable by it under the terms of this Agreement including the fees and costs payable to the Lenders’ Insurance Advisor, the Lenders’ Legal Counsel, the Lenders’ Independent Engineer and other consultants or experts as may have been retained by or for the Lenders.

e) No Other Obligations No loans or debt shall have been raised or no liabilities shall have been incurred or no charges or liens shall have been created on any of its assets and the Project Assets by the Borrower except the Permitted Debt.

f) Absence of LitigationThe Lenders shall have been satisfied by the Borrower that there exists no Legal Proceedings in India or in any other jurisdiction regarding the effectiveness or validity of any of the Transaction Documents or the Project or the Security Interest over the Project Assets. However if there exists any Legal Proceedings as aforesaid the Borrower shall forthwith provide to the Lenders’ Agent all information in this regard and shall also furnish to the Lenders’ Agent copies of all notices, documents, etc. in relation thereto and inform the Lenders regarding action taken by it to defend itself.

g) Compliance/Fulfilment of Waived or Deferred Pre Initial Drawdown or other ConditionsThe Lenders shall have been satisfied that the Borrower has complied with or fulfilled all the conditions stipulated in Article 4.2 or other conditions the compliance / fulfilment of which had been waived or deferred by the Lenders, if any, at the time of / for the purpose of making preceding Drawdowns.

h) Detailed Review of the Progress



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The Borrower shall have satisfied the Lenders that the physical progress of the Project, the expenditure incurred thus far and other activities performed by the Borrower are in accordance with the Project Implementation Schedule and expenditure forecasts approved as part of the Approved Construction Budget by the Lenders and certified as such by the LIE.

i) Report by LIEThe Borrower shall have furnished on a quarterly basis as soon as possible after the end of the concerned quarter within such period as may be stipulated by the Lenders’ Agent (for which the Borrower shall furnish such information and documentary evidence as may be necessary), a report of the LIE, in the form and content required by the Lenders, regarding the progress of the Project.

j) Appointment of ContractorsThe Borrower shall have appointed other key contractors from time to time as per the Project Implementation Schedule for the implementation of the Project and shall have entered into the requisite agreements with such contractors as per the Project Implementation Schedule for timely completion of different elements of the Project, in a form and content satisfactory to (and which shall have been approved by) the Lenders. The provisions of the contracts with such contractors shall be subject to review by LIE, including the cushion available in the commissioning of the Project and the scheduled completion of such contracts, and the Borrower shall have resolved issues, if any, raised by them, including amendment thereto, to the satisfaction of the Lenders.

k) ClearancesThe Borrower shall confirm that it has obtained all necessary statutory and other Clearances, including any Clearance which the Lenders may request, (except for those Clearances that are not required to be obtained or issued until a later stage in construction or operation of the Project) and the Clearances have been maintained on an ongoing basis.



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ARTICLE – VBORROWER’S REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants that the Borrower has assured, confirmed and undertaken as follows, on the basis of which, each of the Lenders, Security Trustee and Lenders’ Agent has entered into this Agreement and the other Financing Documents. Except as otherwise provided, each of the following representations, warranties and undertakings shall be deemed to have been made as of the date hereof and shall continue to be made and remain true and correct on each day until the Final Settlement Date. These representations and warranties shall survive even after termination of the right of the Borrower to avail the Loan Facility.

5.1 CORPORATE STATUS The Borrower (i) is duly organized and validly existing under the Companies Act.(ii) as of the date hereof is a public company limited by shares.(iii) has all requisite corporate or other power and authority to own its

assets and carry on its business as now being conducted or as proposed to be conducted by it as contemplated under the Transaction Documents.

5.2 CAPACITY

The Borrower has all the necessary corporate power and authority to execute, deliver and perform its obligation under each of the Transaction Documents; and each of the Transaction Documents to which the Borrower is a party has been duly and validly executed and delivered by person(s) duly authorised to do so acting on behalf of the Borrower.

5.3 NO VIOLATIONNeither the execution and delivery by the Borrower of this Agreement and the other Transaction Documents to which it is a party, nor the Borrower’s compliance with or performance of the terms and provisions hereof or thereof, nor the use of the proceeds under each of the Drawdown as contemplated by the Financing Documents (i) will contravene, any provision of any Applicable Law, Clearance or any order, writ, injunction or decree of any court or Governmental Authority, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a Default under Transaction Document or any other indenture, credit agreement, or any other agreement, contract or instrument to which Borrower is a party or by which it or any of its property or assets is bound, (iii) result in or create Security Interest (other than the Permitted Security Interest) upon



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or in respect of any of the Project Assets now owned or hereafter acquired by the Borrower, (iv) will violate any provisions of the Memorandum and Articles, or (v) will require any further Clearances.

5.4 LITIGATIONThere is no material litigation, action, suit, investigation, claim (including any claim under any Environmental Law), complaint, or other proceedings before any court, tribunal, Government Authority, domestic or foreign, to the best of Borrower’s knowledge, initiated and pending or threatened against the Borrower in connection with the Project (including stalling, delaying and/or cancellation of the Project) or in respect of any of the Project Assets or which questions the legality, validity, or binding effect of any provision of this Agreement and each of the Transaction Documents and any other documents contemplated hereby or thereby and the transactions contemplated hereby or thereby.

5.5 TAX RETURNS AND PAYMENTS

The Borrower has filed all Tax returns required by Applicable Law to be filed by it, deducted Tax at source as per the Applicable Law and has paid all Taxes payable by it which have become due pursuant to such Tax returns other than those not yet delinquent or payment of which has been contested in good faith and the Borrower has supplied copies of the proceedings to the Lenders’Agent. The Borrower has paid all the stamp duties in respect of all the Transaction Documents as per the Applicable Law in India to the extent that such duties are not exempted.

5.6 COMPLIANCE WITH STATUTES

The Borrower is in compliance in all material respects with all Applicable Law including Environmental Law in respect of the conduct of its business, the ownership of its property and execution of and performance of obligations under the Transaction Documents (including construction, development, operation and maintenance, as applicable, of the Project).

5.7 CLEARANCES(i) All Clearances under the Applicable Law including Environmental

Laws that are necessary for the due execution and delivery of and performance by the Borrower of its obligations under the Transaction Documents and for the exercise by the Borrower of its rights under the Transaction Documents have been duly obtained, except where such Clearances that would not in accordance with good industry practice be applied for, or the relevant Government Authority as a matter of its normal practice would not issue until a later stage in the construction or operation of a project similar to the Project, provided that the Borrower



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does not foresee any difficulty in obtaining such Clearances that are to be obtained in future as above.

(ii) The information set forth in each application and other written material submitted by the Borrower to the applicable Government Authority is accurate and complete in all material respects.

(iii) The Project conforms to and complies in all material respects with all covenants, conditions, restrictions and reservations in the Clearances and the Project Documents applicable thereto.

5.8 MATERIAL ADVERSE EFFECTThere are no facts or circumstances, conditions or occurrences, which could collectively or otherwise be expected to result in Material Adverse Effect or that are reasonably likely to cause the Project to be subject to any restrictions on its occupancy, use, implementation, operation, management, or transferability under any Applicable Law or that are reasonably likely to give rise to any material claim under any Environmental Law.

5.9 PROJECT DOCUMENTSThe Borrower has delivered to the Lenders a true and complete certified copy of each Project Documents. All of the Project Documents (other than any Additional Project Documents) are in full force and effect and all conditions precedent thereunder have been satisfied in full or waived pursuant to the terms thereof. The Borrower is not in Default under or with respect to any Project Document. To the best of the Borrower’s knowledge, no other party to any Project Document is in Default of any material covenant or obligation set forth therein.

The Borrower confirms that all representations and warranties of the Borrower set forth in the Project Documents were true, complete and correct in all material respects at the time as of which such representations and warranties have been made in terms thereof.

5.10 TITLE AND SECURITY DOCUMENTS

The Borrower owns and has good legal and/or beneficial and marketable title to the Project Assets free and clear of any Security Interest other than the Security Interest created in favour/for the benefit of the Secured Parties.

The provisions of the Security Documents are effective to create in favour of, or for the benefit of, the Lenders, in accordance with Applicable Law, a legal, valid and enforceable Security Interest over all the Borrower’s obligations and (except as otherwise provided under Applicable Law) in relation to all of the Project Assets, and:



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(i) all necessary and appropriate recordings and filings have been made in all necessary and appropriate public offices;

(ii) all other necessary and appropriate action such as payment of stamp duty on the Security Documents has been taken, so that the Security Interest created by each Security Document constitutes valid and enforceable Security Interest on and in all right, title and interest of the Borrower or the Majority Shareholder, as the case may be, in and on the Project Assets.

The Borrower has neither created nor agreed to create any Security Interest upon the Project Assets, in favour and/or for the benefit of any person other than the Secured Parties and other than the Existing Lenders from whom permission for creation of Security Interest exclusively in favour/for the benefit of the Lenders is contemplated to be obtained as per Article 4.2(j) hereof.

5.11 DOCUMENTS VALID AND ENFORCEABLE (a) Each of the Project Documents constitutes legal, valid and binding

obligations of the parties thereto and enforceable by the Borrower in accordance with its terms.

(b) Each of the Financing Documents constitutes legal, valid and binding obligations on the Borrower and other persons who are parties thereto and enforceable by the Secured Parties against them in accordance with the terms thereof.

(c) No fees or Taxes, including without limitation stamp, transaction, registration or similar taxes, are required to be paid (other than the fees or Taxes already paid) for the legality, validity, or enforceability of the Transaction Documents.

(d) The Transaction Documents are in proper legal form under the laws of India, to the extent applicable, and under the respective governing laws selected in such Transaction Document, for the enforcement thereof in such jurisdiction without any further action on the part of any person party thereto or successor to such person by way of assignment or otherwise.

5.12 REGISTRATION AND FILINGExcept for filing and registration of the appropriate Security Documents relating to the creation of the mortgage with the Registrar/Sub-Registrar of Assurances, and filing of forms for registration of charges under Section 125 of the Companies Act in relation to the Security Interest on the Project Assets, it is not required that any Transaction Document be filed, registered, recorded or enrolled with any Government Authority.



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5.13 AMENDMENTS TO TRANSACTION DOCUMENTS, NO DEFAULT

(i) The Borrower confirms that there has not occurred any amendment or modification of any Transaction Document in a manner which is not permitted under the Financing Documents.

(ii) No Default is outstanding or might result from the making of any borrowing under the Financing Documents.

(iii) To the best of the Borrower’s knowledge, no other event or circumstance is outstanding which constitutes a Default, or with the giving of notice, lapse of time, determination of materiality or the fulfilment of any other applicable condition or any combination of the foregoing, might constitute a Default, under any document which is binding on the Borrower or any asset of the Borrower or the Receivables.

(iv) The Borrower is not in breach of the terms of any Transaction Document to which it is a party that is likely to have a Material Adverse Effect.

5.14 PROJECT BUDGETS(i) The Approved Construction Budget and the Approved Operating Budget

for the Project are based on assumptions that are reasonable in the light of prudent operating practices and is in accordance in all material respects with the terms and conditions contained in the Transaction Documents.

(ii) The budget submitted by the Borrower in terms of Article 6.1.20(i)(i) specifies the Borrower's best reasonable estimate of all costs and expenses anticipated by the Borrower to be incurred under the Contracts prior to the date on which project completion is then anticipated, and the Construction Progress Report accurately specifies all costs and expenses incurred till date, both as confirmed by the LIE.

(iii) All projections, and the budgets furnished or to be furnished in terms of Articles 6.1.20(i)(i) and 6.1.20(i)(ii) to any of the Lenders by /or on behalf of the Borrower and the summaries of significant assumptions related thereto (a) have been and will be prepared with due care, (b) fairly present, the Borrower's expectation as to the matters covered

thereby as of such date, (c) are based on, and will be based on, reasonable assumptions as to

all factual and legal matters material to the estimates therein (including interest rates and costs), and

(d) are and will be in all material respects consistent with the provisions of the Transaction Documents.

(iv) The Project Implementation Schedule has been prepared so as to ensure that the COD occurs on or prior to SPCD.



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5.15 INSURANCEThe Borrower has obtained all insurances as required under the Transaction Documents and such insurances are in full force and effect. No event or circumstances has occurred nor has there been any omission to disclose a fact which in any such case would entitle any insurer to avoid or otherwise reduce its liability there under to less than the amount provided in the relevant policy and insurance coverage provided by such insurance.

5.16 LICENSES & INTELLECTUAL PROPERTYThe Borrower has lawful and valid right to use free and clear of any pending or threatened Security Interest, all patents, patent applications, trademarks, permits, service marks, brand names, copy rights, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copy rights, licenses, franchises and formulae, or rights with respect thereto necessary for the implementation, operation and maintenance of the Project.

5.17 IMMUNITY The Borrower is not entitled for any immunity in respect of any legal proceedings undertaken with respect to this Agreement and the other Transactions Documents.

5.18 UTILITY SERVICESAll utility services necessary for the construction, operation and maintenance of the Project, including, as necessary, but not limited to water supply, storm and sanitary sewer, electricity and telephone services and facilities, are, or will be when needed to be, available to the Project and, to the extent necessary, arrangements in respect thereof have been made on commercially reasonable terms.

5.19 NO INDEBTEDNESSAs of the date of this Agreement, the Borrower has no financial indebtedness other than Permitted Indebtedness.

5.20 TRUE AND COMPLETE DISCLOSURE(i) The Borrower confirms that the financial statements of the Borrower

delivered to the Lenders’ Agent are true and fair in all material respects as of the date of such statements.

(ii) The Borrower confirms that all information or documents furnished to the Lenders or any representatives of the Lenders in connection with the Project, whether before or after the execution of this Agreement, by or on behalf of the Borrower is true, correct and complete in all respect on the



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date hereof, and is not false or misleading in any respect nor incomplete by omitting to state any fact necessary to make such information not misleading in any respect. No fact is known to the Borrower which the Borrower has not disclosed to the Lenders prior to the execution of this Agreement which could reasonably be expected to have a Material Adverse Effect.

5.21 NO POWERS OF ATTORNEYThe Borrower has not executed and delivered any powers of attorney or similar documents, instruments or agreements in relation to the Project, except for:(a) those issued (or to be issued) under the Security Documents and

the powers authorizing signatures of the Project Documents and Financing Documents: or

(b) in the ordinary course of business; or(c) in a manner otherwise permitted under the Financing Documents.

5.22 INSOLVENCYThe Borrower has not taken any corporate action and no other steps have been taken or legal proceedings have been started or received any notice for any legal proceedings against it for its winding-up, dissolution, administration or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues.

5.23 NO CLAIMS AND LIABILITIES OTHER THAN THOSE DISCLOSEDThe Borrower does not have any claims or liabilities including, without limitations, provident fund or labour dues, income /corporate or other taxes, duties, levies or cesses, royalties, license fees, lease rentals, interest costs, penal levies, default rates, damages, claims, penalties etc. (whether present, future or contingent) which are not expressly disclosed either:(i) in the last audited balance sheet of the Borrower furnished to the

Lenders; or(ii) otherwise to the Lenders in writing as “off –balance sheet

liabilities”; or(iii) in any other written communication to the Lenders.



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ARTICLE VICONDITONS APPLICABLE DURING CURRENCY OF THIS

AGREEMENT

6.1 POSITIVE COVENANTSDuring the currency of the Loan, the Borrower agrees to abide by and ensure continued compliance of the following:

6.1.1 Project ChangesThe Borrower shall promptly notify the Lenders’ Agent and the Lenders of any proposed change in the nature or scope of the Project and of any event or condition which might materially and adversely affect the Project or result in Cost Overrun in the original estimate of Project Cost. Any such proposed change in the nature or scope of the Project shall not be implemented and no funds shall be committed therefore without the prior approval of the Lenders.

6.1.2 Contract ChangesThe Borrower shall obtain prior concurrence of the Lenders to any material modification or cancellation or termination or repudiation of the Transaction Documents.

6.1.3 Delay in Completing ProjectThe Borrower shall promptly inform the Lenders of the circumstances and conditions which are likely to disable the Borrower from implementing the Project as per the Project Implementation Schedule or which are likely to delay its completion beyond the Project Implementation Schedule or compel the Borrower to abandon the same.

6.1.4 ContingencyThe Borrower shall obtain prior permission of the Lenders for utilizing the amount of the Loan equivalent to Contingency provision in the Project Cost. Any expenditure required to be met out of the Contingency shall be subject to certification by the LIE certifying the utilization of the Contingency as above.

6.1.5 InspectionThe Borrower shall upon receipt of prior notice permit and make suitable arrangements for the representatives of any Lender, the Lenders’ Agent, and any of the Lenders’ Consultants (at the expense of the Borrower including travel costs and expenses) at such intervals as the Lenders may determine -(i) to visit and inspect its offices, properties, the Project Site,

manufacturing facilities of the vendors of equipment relating to



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the Project (in respect of which the Borrower shall ensure that the relevant Contracts have adequate provisions in this regard to enable the Lenders to visit such manufacturing facilities) and the Project Assets, to carry out technical, financial and legal inspections; and

(ii) to examine the Borrower's books of records, account and documents; to make copies there from; and to discuss the Borrowers affairs, finances and accounts with the Borrower's principal officers, engineers and auditors (and by this provision the Borrower authorises such auditors to discuss its affairs, finances and accounts),

at all times upto the Final Settlement Date as such representative may desire. In this respect the Borrower shall extend full cooperation and assistance to such representatives of the Lenders so long as no material disturbance is caused to the business and operations of the Borrower due to such inspection.

The Borrower shall at all times cause a complete set of the original of Project plans and Project specifications and drawings (and all supplements thereto) to be maintained and available for inspection by such representatives.

6.1.6 Maintenance of Existence; Books and Records(i) The Borrower shall preserve and maintain its legal existence as a

company engaged in the implementation of the Project and activities related and incidental thereto.

(ii) The Borrower shall maintain proper books of record in accordance with Indian GAAP as are necessary to truly, accurately and fairly reflect the financial condition, results of operations of the Borrower and scale of operations and shall furnish prior intimation to the Lenders’ Agent before materially changing its accounting policies. However, the Borrower shall not change its accounting system to the detriment of its functioning.

(iia) The Borrower shall improve its internal auditing system to the satisfaction of the Auditor and ensure that the balance sheet does not have any adverse remark by the Auditor with respect to its auditing system.

(iii) The Borrower shall maintain all Project Documents and all records relating to the Project Assets and furnish copies, or originals for the Lenders’ inspection when requested.

(iv) The Borrower shall maintain a fixed assets register as required by Applicable Law from time to time and shall furnish to the Lenders the extract of the fixed asset register relating to the Project Assets within 2 (two) months from the COD and thereafter within 180



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(one hundred and eighty) days (or such shorter period as is required by Applicable Law) after the end of each Fiscal Year upto the Final Settlement Date.

(v) The Borrower shall maintain records showing the expenditure incurred, utilisation of the Drawdowns, the operations and financial condition of the Borrower and such records shall be open to examination by the Lenders, and their authorised representatives.

6.1.7 Compliance with Laws and Approvals(a) The Borrower shall comply in all respects with all Applicable

Laws in relation to the conduct of its business and the development, operation, maintenance and ownership of the Project.

(b) The Borrower shall (i) obtain and comply with the terms of and do all that is

necessary to maintain in full force and effect, the Clearances;

(ii) obtain and comply with the terms of and do all that is necessary to maintain in full force and effect any other consents, approvals, permissions, or waivers which, in the reasonable opinion of the Lenders, are required to be obtained in connection with (i) the ownership, construction, establishment and the operation and maintenance of the Project and/or any facilities or services ancillary thereto as contemplated by the Transaction Documents, (ii) the raising of share capital and issue of shares, (iii) the execution, delivery and performance by the Borrower of any of the Transaction Documents to which it is a party, (iv) creation of the Security Interest under the Security Documents over the Project Assets and for the validity and enforceability and the perfection and ranking thereof (as contemplated therein or herein) and for the exercise by the Lenders of their rights and remedies there under, and (vi) the admissibility as evidence in India of the Transaction Documents.

(c) In the event of any amendment to any Applicable Law, the Lenders shall be entitled to stipulate such additional terms or modify such existing terms as may be reasonably necessary to meet the requirements as per such amendment and the Borrower shall be bound to comply with such additional/modified terms.



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6.1.8 Insurance by the Borrower(i) Insurance Cover

(a) The Borrower shall at all times adopt a comprehensive insurance program for ensuring the successful management of risks for the Project and obtain and maintain at its own expense the insurance on the terms as may be stipulated by the Lenders’ Agent in consultation with the LIA.

(b) The Borrower shall obtain insurance coverage of adequate value to cover the Project Assets to the satisfaction of Secured Parties and also ensure maintenance of the insurance coverage required under the terms of each of the Project Documents.

(c) The Lenders may propose separate insurance coverage for the Construction Period and the Operational Period.

(d) The Borrower shall keep its present and future properties and business insured with financially sound and reputable insurers in each case satisfactory to the Lenders/the LIA.

(ii) Procurement and Conditions of Insurance (a) All insurances shall be taken in the joint names of the

Borrower and the Security Trustee. The Borrower shall ensure that the Lender’s interest to be notified to the insurers and noted on all insurance contracts and policies shall expressly stipulate that the Security Trustee as ‘loss payee’ in the policies.

(b) If the Borrower fails to obtain or maintain the full insurance as mentioned in paragraph (i) above, the Lenders upon 7 days prior notice (unless such insurance coverage would lapse within such period, in which event notice should be given as soon as reasonably possible or need not be given at all if the time for the lapse of coverage does not permit it) to the Borrower of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums for the same. All amounts so advanced or expended therefor by the Lenders shall be reimbursed by the Borrower and the Borrower shall pay such amounts to the Lenders together with interest thereon from the date so advanced in accordance with the provisions of Article 2.7.

(c) The Borrower shall not vary, rescind, terminate or cancel any insurance policy.

(d) All Insurance Proceeds shall be directly credited to the Trust and Retention Account and in this respect, the Borrower shall provide written instructions to all insurers



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to pay and deposit any and all Insurance Proceeds and payments directly into the Trust and Retention Account.

(iii) Claims under Insurance PoliciesThe Borrower shall not make any compromise, adjustment or settlement in connection with any loss or any other event entitling the Borrower to claim under any policy or policies of insurance and shall not do, or omit to do or permit to be done or not done any other thing that might prejudice any right to claim or recover under any such policy or policies without the prior approval of the Lenders (acting in consultation with the LIA), which approval not to be unreasonably withheld or delayed. The Borrower shall promptly notify the relevant insurer of any claim by the Borrower under each policy written by that insurer and shall diligently pursue that claim.

(iv) Submissions and Notices(a) The Borrower shall provide the Lenders a list of current

insurance policies along with copies of such policies, detailing therein the names and addresses of the insurer, brief particulars of assets covered, type of cover, amount of cover and date of expiry of each policy and a copy of any new policy certified true and correct by the insurer within 45 (forty five) days after the same is issued to the Borrower.

(b) Not less than 30 (thirty) days prior to the expiration date of any policy of insurance required to be in effect hereunder (or, for insurance with multiple expiration dates, 30 days prior to the expiration date of the policy on the principal asset), the Borrower shall deliver to the Lenders a certificate of insurance with respect to the renewal of the relevant policy certified by a LIA satisfactory to the Lenders or the relevant insurer as the case may be, bearing a notation evidencing payment of the premium for the relevant renewal policy or accompanied by other proof of the payment satisfactory to the Lenders and confirming the renewal, the renewal period, the amounts insured for each asset or item covered by the relevant renewal policy and any change in terms and conditions from the policy’s issuance date or last renewal. Promptly after receipt thereof by the Borrower, the Borrower shall deliver to the Security Trustee each such renewal policy with copies thereof to the Lenders.



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(c) As and when required by the Lenders, the Borrower shall furnish a certificate from the LIA certifying the adequacy of the insurance taken by the Borrower.

(d) Within 45 (forty five) days after the close of each Fiscal Year, the Borrower shall furnish a certificate duly signed by its Authorised Officer (i) confirming that all insurance policies in respect of the Project required to be then in effect are in full force and effect of the date thereof, (ii) confirming the names of the insurers issuing such policies, (iii) confirming the amounts and expiration date or dates of such policies, and (iv) including evidence of payment of the relevant premiums satisfactory to the Lenders.

(e) The Borrower shall give a notice to the Lenders’ Agent concerning any change to any coverage, premium or other material aspect of any insurance required pursuant to this Article 6.1.8 occurring subsequent to the last such notice and, in the event of such change, a report from the Borrower’s insurers relating to such change (the Lenders, in such circumstances, being entitled to retain an insurance advisor at the reasonable expense of the Borrower to advise the Lenders with respect to such change).

(f) The Borrower shall promptly notify the Lenders of any loss or other event entitling the Borrower to make a claim under any one or more insurance policies. The Borrower shall promptly notify the Lenders of each written notice received by it with respect to the cancellation of, adverse change in, or default under, any insurance policy required to be maintained in accordance with this Article 6.1.8.

(v) Authority of Secured Parties In the event that any insurance whatsoever is purchased, taken or otherwise obtained by the Borrower with respect to the Project other than as required hereunder or if not properly endorsed to the Security Trustee as the sole loss payee(s) or beneficiary as required, the Borrower hereby authorizes the Security Trustee to make, settle, compromise and liquidate any and all claims thereunder except under the insurance policies obtained by the Borrower for the benefit of third parties such as its employees, without prejudice to the exercise of any other rights and remedies that the Security Trustee may have under any of the other Financing Documents or the Security Documents, or under any law, statute or regulation now or hereafter in force.



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6.1.9 Taxes Duties, Fees and Proper Legal Form The Borrower shall pay and discharge (a) all Taxes and other statutory dues imposed on or payable by it

including Taxes on its income, profits, on any of its property; (b) all Taxes (i) that it has agreed to pay pursuant to any Transaction

Document, (ii) as may be required to ensure that each of the Transaction Documents is enforceable without any further action on the part of any of the Secured Parties, and (iii) in relation to the Project; and

(c) all lawful claims relating thereto prior to the date on which penalties attach thereto.

The Borrower shall file all returns relating to the aforesaid Taxes, except to the extent that any such Tax is being contested in good faith (unless such contest would result in a breach of a Transaction Document).

In the event the Borrower fails to pay any of such Taxes, the Lenders will be at liberty (but shall not be obliged) to pay the same provided that the Lenders shall not make any such payment that is being contested in good faith by the Borrower. The Borrower shall reimburse all sums paid by the Lenders in accordance with the provisions of Article 2.7.

The Borrower shall promptly pay or cause to be paid any valid, final judgment enforcing any such Taxes or other claims, levies or liabilities of the Borrower.

6.1.10 Project Construction, Operation and Maintenance (i) The Borrower shall maintain, preserve and operate the Project and

all of its other properties in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and in accordance with prudent operating practices and its business plan and replace or rebuild the Project equipment or any of its material property, or any part thereof now or hereafter damaged or destroyed by any event except any such property that the Borrower determines in good faith not to be necessary or desirable to conduct its business with the prior written approval of the Lenders.

(ii) Without limiting the generality of the preceding sub clause the Borrower will undertake the implementation of the Project:(a) in accordance with Applicable Laws, Clearances, the

Transaction Documents, the Project Implementation Schedule and the Approved Construction Budget; and



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(b) in a professional and diligent manner and in accordance with sound and generally accepted building and construction practices;

(c) without interruption except due to events of Force Majeure which the Borrower will use reasonable efforts to mitigate the effect of.

(iii) The Borrower shall acquire:(a) land admeasuring 88.19 (eighty eight point one nine) acres

forming part of the Balance Project Site not later than 6 (six) months prior to COD; and

(b) land admeasuring 926.42 (nine hundred and twenty six point four two) acres forming part of the Balance Project Site not later than SPCD.

(iv) The Borrower shall undertake the O&M:(a) in accordance with Applicable Laws, Clearances, the

Transaction Documents and the latest Approved Operational Budget; and

(b) in a professional and diligent manner and in accordance with generally accepted operating practices

(v) The Borrower shall make necessary O&M arrangements including interalia recruitment of qualified and experienced manpower, training of personnel atleast 6 (six) months prior tothe COD, whichever is earlier, to the satisfaction of the Lenders’ Agent and reviewed by LIE, for handling the operation and maintenance the Project;

(vi) The Borrower undertakes to resolve/address all issues/concerns raised by the Lenders’ Consultants appointed by the Lenders in their respective reports to the satisfaction of the Lenders.

(vii) The Borrower agrees that the Lenders have the right to stipulate any other condition as deemed fit before Financial Close.

6.1.11 Use of Proceeds(a) The Borrower shall use the use the LC Facility, the proceeds of the

Loans and other facilities and the Equity Contributions solely to meet:(i) Project Cost,(ii) Interest payments on the Loans; and(iii) Fees and other amounts payable under the Financing

Documents.



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(b) Reduction in cost of the Project, if any, below the Project Cost as originally estimated as per paragraph A of Schedule III for any reason, including but not limited to reduction of custom duties/ other Taxes or otherwise, unless otherwise agreed by the Lenders, reduce each Lender’s Commitment proportionately.

(c) The preliminary and preoperative expenses shall be allowed as part of the cost of the Project only to the extent that are certified by the LIE (or as may be required by the Lenders, by any of the Lenders’ Consultants) that they have been actually incurred and relate to the Project and are acceptable to the Lenders.

(d) The Borrower shall hedge to the satisfaction of the Lenders the risks connected with exchange rate fluctuations pursuant to any transaction in connection with the Project that may be undertaken by the Borrower in foreign exchange.

6.1.12 Completion of Project(a) The physical progress of the Project as well as expenditure

incurred on the Project shall be as per the original schedules approved by the Lenders.

(b) The Borrower shall complete the Project within the Project Cost as per the Financing Plan as set out in Schedule III hereto and in accordance with the Project Implementation Schedule. Any change in Financing Plan shall require prior approval of the Lenders. To this end, the Borrower undertakes to furnish to the Lenders, such information and data as may be required by the Lenders.

(c) The Borrower shall ensure that the COD occurs on or prior to the SPCD.

(d) The Lenders and the LIE shall have the right to review the progress of the Project, the cost of the Project and the means of finance on a periodic basis, and the Borrower shall provide all the information and data that may be required by the Lenders and /or the Lenders’ Consultants. If as a result of such review, the Lenders determine that the Borrower (i) has not implemented or is not likely to implement the

Project within the Project Cost and / or in accordance with the Financing Plan; and/or



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(ii) has not achieved or is not likely to achieve the COD by the Scheduled Project Completion Date,

the Lenders may revise the terms and conditions of the Loan Facility and stipulate such additional conditions (including strengthening of the management set up, change in Financing Plan, raising of additional equity capital or other interest free unsecured funds from the Majority Shareholder as the Lenders in their absolute discretion may deem fit and require the Borrower to take such measures as may be stipulated by the Lenders in the light of the revised Project Cost / Financing Plan.

(e) The Borrower agrees that the Lenders may stipulate such additional conditions as they may consider necessary, upon occurrence of an event which is likely to have Material Adverse Effect on the Project.

(f) The Borrower shall rectify and correct any technical deficiency and/or implement any technical improvement that may be advised by the LIE.

(g) The Borrower shall furnish to the Lenders a project completion certificate from the LIE and such other reports as may be required by the Lenders.

6.1.13 Performance of Transaction Documents and Additional Project Documents(a) The Borrower shall perform and observe in all material respects

all of its covenants and agreements contained in the Transaction Documents to which it is a party; take all reasonable and necessary action to prevent the termination thereof; and enforce each material covenant or material obligation contained in the Project Documents in accordance with their respective terms.

(b) The Borrower shall enter into such Additional Project Documents as may be necessary as per the Project Implementation Schedule and provide a copy each such Additional Project Documents certified by an Authorised Officer of the Borrower as being true, correct and complete and in full force and effect to the Lenders’ Agent. The Borrower shall take, or cause to be taken, all action necessary to cause the Project Documents and the renewal or replacement agreements and each other Additional Project Document to be or become part of the Security Interest under the Security Documents (whether by amendment to the Security Documents or otherwise).



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(c) The Borrower shall use its reasonable endeavours to cause each Person (other than itself) party to each Additional Project Document entered into by the Borrower to execute and deliver to the Lenders a consent to such Security Interest in writing, which consent shall be in form reasonably acceptable to the Lenders.

(d) The Lenders shall be entitled to have the Additional Project Documents as they deem material reviewed by the Lenders’ Consultants and the Borrower shall undertake to resolve / address all issues raised by them in their respective reports including amendments to such Additional Project Documents.

(e) Following the occurrence and during the continuance of an Event of Default, the Borrower shall instruct the Majority Shareholder and other shareholders of the Borrower and the other parties to each of the Project Documents assigned to the Lenders to make any payments due and payable to the Borrower by such persons to the Lenders.

(f) The Borrower shall enter into the Mining Lease Agreement within 18 (eighteen) months from the Financial Close;

6.1.14 Further Assurances, Additional Documents, Filings and Recordings(a) The Borrower shall execute and deliver, from time to time as

reasonably requested by the Lenders at the Borrower's expense, such other documents as shall be necessary or that the Lenders may reasonably request in connection with the rights and remedies of the Lenders granted or provided for by the Financing Documents and to consummate the transactions contemplated therein. In furtherance of the foregoing, the Borrower shall ensure that, to the extent the Lenders may reasonably request, each Financing Document executed and delivered other than in India is brought into India, in such number of counterparts as the Lenders may reasonably request, and any stamp duty with respect thereto is paid and requisite stamps are affixed, within one month after the date on which each such document is brought into India.

(b) The Borrower shall execute or procure to be executed each of the Security Documents in a form and content satisfactory to the Lenders. The Borrower shall execute or cause to be executed any and all further instruments and do everything necessary in the reasonable judgment of the Security Trustee (including filing of necessary form with the concerned office of the Registrar of Companies for registration of the Security Interest) to (i) create and perfect the Security Interest with respect to the Project Assets and the future assets of the Borrower (including, without limitation, any further registration of any of the Security



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Documents in accordance with the requirements of Indian law), (ii) maintain the Security Interest created by the Security Documents in full force and effect at all times (including the priority thereof), (iii) make out a good and marketable title to the Project Assets, (iv) assist the Lenders in obtaining any approvals that are, in the opinion of the Lenders necessary to be obtained by them in connection with the transactions contemplated hereby and by the Security Documents, (v) register and record such instruments in all public and other offices in order to create and maintain valid, perfected and enforceable Security Interest and (vi) preserve and protect such Security Interest and protect and enforce its rights and title, and the rights and title of the Lenders to such Security Interest or trusts created by the Security Documents. Furthermore the Borrower shall cause to be delivered to the Security Trustee and/or the Lenders’ Agent such opinions of counsel and other related documents as may be reasonably requested by the Security Trustee and/or the Lenders’ Agent in connection with this Article 6.1.14. The Borrower shall display the names of all the Lenders or the Security Trustee on a name plate to be affixed at a conspicuous part of the Project Site to the effect that the Project Assets are mortgaged and charged.

(c) If the Borrower shall open such other accounts in addition or replacement of the Trust and Retention Account and the Retention Accounts for the purpose or in any manner connected with the Project, it shall execute and deliver such additional or modified documents as required by the Security Trustee to perfect the Security Interest of the Lenders over such additional or replaced accounts.

6.1.15 Replacement of Certain Project participants(a) Upon request of the Lenders’ Agent, the Borrower shall replace or

consent to the replacement of the Contractor in accordance with the applicable Contract if the Contractor has failed to perform its obligations under the applicable Contract and the Borrower is then entitled to terminate such Contract.

(b) Upon request of the Lenders’ Agent, the Borrower shall replace or consent to the replacement of any person (other than the Borrower) party to any Project Document in accordance with such Project Document if such Person has failed to perform its obligations under such Project Document and the Borrower is then entitled to terminate such Project Document.



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(c) The decision of the Lenders’ Agent taken on the replacement of the Contractor, or any person who has failed to perform his obligation, shall be binding on the Borrower.

6.1.16 Property RightsThe Borrower shall maintain title to or its interest in all of the Project Assets and shall take all actions necessary to create, maintain and perfect at all times, both ownership and leasehold rights, as may be applicable, in the Project Site. The Borrower shall take all actions necessary to maintain a good and marketable title / interest to the Project Assets and to the Transaction Documents free and clear of all charges, liens and other security interests other than the Security Interest created in favour or for the benefit of the Secured Parties under the Security Documents.

6.1.17 Working Capital DebtThe Borrower shall enter into working capital funding arrangements to meet the working capital requirement for the Project prior to commencing of the COD, which shall be in form and substance satisfactory to the Lenders and shall furnish a letter from its bankers to that effect. The Borrower agrees that the Lenders reserve the right to withhold the Drawdown of the Loan Facility equivalent to the provision against Margin Money for meeting the working capital requirement for the Project in the Project Cost till such time as the Project is near completion when (a) the Borrower obtains a certificate from LIE to the effect that the Borrower needs the Margin Money for meeting the working capital requirement for the Project and (b) the Borrower commences the building up of the working capital to meet the working capital requirement for the Project.

6.1.18 Safety AuditThe Borrower shall establish safety protections and procedures relating to the Project and shall review such safety protections and procedures upon request of the Lenders’ Agent. If considered necessary by the Lenders, the Borrower shall arrange for carrying out safety audit through a competent firm to be finalized in consultation with the Lenders’ Agent and shall comply with the recommendations set out in their report.

6.1.19 Management(a) The Borrower shall, appoint to the satisfaction of the Lenders’

Agent, suitable technical, financial and other executives of suitable qualifications and adequate experience for the key posts and put in place an organizational set up adequate enough to ensure smooth implementation, operations and management of the of the Project.



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(b) The Lenders through Lenders’ Agent shall, at the cost of the Borrower, have the right to appoint, whenever they consider necessary, (i) any person, firm, company or association of persons

engaged in technical, management or any other consultancy business to inspect and examine the working of the Borrower and the Project

(ii) any chartered accountants/cost accountants as auditors, in consultation with the Borrower only as to selection, for carrying out any specific assignment(s) or to examine the financial or cost accounting system and procedures adopted by the Borrower for its working or for conducting concurrent audit or special audit of the Borrower

and to report to the Lenders’ Agent.

(c) The Borrower shall constitute to the satisfaction of the Lenders’ Agent(i) a project management team comprising of its directors/

senior executives for supervising, monitoring of the construction and development of the Project and its progress during the Construction Period and during the Operational Period for monitoring the implementation, operation and management of the Project (“project management committee”). The project management committee shall have such composition and functions as may be required by the circumstances and shall provide to the Lenders appropriate information so as to ensure that the Project is implemented as per the Project Implementation Schedule and as per this Agreement;

(ii) an audit sub-committee of its directors comprising directors other than the directors representing the Majority Shareholder for audit and corporate governance related matters for close monitoring of the operations of the Project;

(iii) such other committees of the Board with such composition and functions as may be required by the Lenders’ Agent for close monitoring of different aspects of its working;

and the Lenders shall have the right to nominate their representative to such committees.

(d) The Borrower shall not appoint a person as its director who appear on the defaulter list of the Reserve Bank of India and/or is also a director on the board of any other company, which has been identified as a willful defaulter by any bank or financial



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institution, as per the parameters determined by Reserve Bank of India from time to time. If any such person is already a director on the board of the Borrower, the Borrower shall remove or cause to remove such person from its board. The Borrower shall broad-base its Board of Directors with professional / institutional nominees and strengthens its management set up to the satisfaction of the Lenders.

(e) The management of, and control over, the Borrower shall not change, without the prior written consent of the Lenders.

(f) The Borrower shall comply with all the provisions of corporate governance as applicable to it under the Applicable Law and shall finalise its organisation and management set up to ensure good corporate governance.

6.1.20 InformationThe Borrower shall furnish to the Lenders the following reports, statements and information and such other statements (financial or otherwise), reports and information that the Lenders may require at any time or from time to time.

(a) Annual Audited Financial StatementsAs soon as available and in any event within 180 (one hundred and eighty) days (or such shorter period as is required by Applicable Law) after the end of each Fiscal Year, the Borrower shall furnish to the Lenders, three copies each of the audited statements of income, retained earnings and cash flow of the Borrower for such year and the related audited balance sheet and the statement of profit and loss account as at the end of such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by an opinion thereon of its Auditor stating that (i) such financial statements fairly present the financial

condition and results of operations of the Borrower at the end of, and for, such fiscal year in accordance with Indian GAAP; and

(ii) in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any failure by the Borrower to meet the covenants set out in this Article 6.1.

(b) Unaudited Half Yearly Statements



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(i) As soon as available and in any event within 45 (forty five) days after the end of every six months during the Construction Period and during the Operational Period, the Borrower shall furnish to the Lenders a report on the progress of the implementation of the Project, unaudited financial statements of income, retained earnings and cash flow of the Borrower for the six month period then ended and the related balance sheet as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year.

(ii) The Borrower shall, during the Construction Period, furnish on a six monthly basis and as and when required by the Lenders’ Agent during the Operational Period furnish for such period as is stipulated by the Lenders’ Agent, a certificate of the Auditors certifying the sources of the funds of the Borrower and utilization thereof by the Borrower for a period ending with the last precedingsix months.

(c) Certificate of no DefaultConcurrently with the financial statements delivered pursuant to Articles 6.1.20(a) and 6.1.20(b), the Borrower shall certify that no Default or Event of Default has occurred during such period or, if any, Default or Event of Default shall have occurred, specifying the nature and period of existence thereof, and what action the Borrower has taken, is taking or proposes to take with respect thereto.

(d) Notice of ProceedingsPromptly, and in any event no later than 5 (five) Business Days after the Borrower shall have obtained knowledge thereof, the Borrower shall furnish to the Lenders notice of all claims or proceedings (other than any such immaterial claim or proceeding that could not reasonably be expected to have a Material Adverse Effect) before any Government Authority, court, arbitral tribunal or other body against or affecting the Borrower, or for the purpose of revoking, terminating, withdrawing, suspending, modifying any Clearances necessary for the execution, delivery or performance by the Borrower, or the exercise of its rights, under the Project Documents to which it is a party together with the remedial steps taken/ being taken, and/or proposed to be taken by the Borrower to mitigate the risks arising out of any of the aforesaid.



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(e) Notice of winding up or other Legal ProcessThe Borrower shall promptly inform the Lenders if (i) it has any notice of any application for winding up having

been made or any statutory notice of winding up under the provisions of the Applicable Laws, or

(ii) any other notice under any other legislation, or of any suit or other legal process intended to be filed or initiated against the Borrower and affecting the title to the Project Assets, or

(iii) a receiver is appointed of any of the Project Assets or its business and/or undertaking.

(f) Notice of any Adverse Changes in Profits and Operation and MaintenanceThe Borrower shall promptly inform the Lenders (together with explanation of the reasons therefor and the remedial or mitigation steps the Borrower proposes to take to mitigate the adverse effect thereof) of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Borrower's profits or business and of any material changes in the operation and maintenance of the Project affecting the cash flows.

(g) Notice of any Loss or DamageThe Borrower shall promptly inform the Lenders’ Agent of any loss or damage which the Borrower may suffer due to any Force Majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc. against which the Borrower may not have adequate insurance.

(h) Notice of DefaultPromptly, and in any event not later than 5 (five) Business Days after the Borrower obtains knowledge that any Event of Default or Potential Event of Default under any Financing Documents or any Project Document has occurred and is continuing, provide to the Lenders notice of such Event of Default or Potential Event of Default, describing the same in reasonable detail and the remedial action the Borrower has taken, is taking or proposes to take to cure such Event of Default or Potential Event of Default.

(i) Approved Operating Budget and Approved Construction Budget:i) During the Construction Period, the Borrower shall deliver

to the Lenders at least 1 (one) month prior to the commencement of each Fiscal Year (each “budgeted year”) the quarter wise estimates of the expenditure and the



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flows of Equity Contributions together with the likely schedule of Drawdowns under this Agreement, all as certified by LIE, for the approval of the Lenders for that Fiscal Year.

ii) During the Operational Period, the Borrower shall deliver to the Lenders at least 45 (forty five) days prior to the commencement of each Fiscal Year (each “a budgeted Fiscal Year”) the yearly estimates of expenditure, the operation and maintenance and other expenditure and the revenues from various sources, receivables, implementation plans and other estimates and projections relating to the implementation/operation of the Project, working capital requirements, all as certified by LIE, for the approval of the Lenders.

iii) The Borrower shall make available such further information to the Lenders as may be required by them for taking a view on the budgets delivered pursuant to sub-paragraphs (i) and (ii) above, as the case may be, for approval and shall make such modifications to the estimates as may be called for in the light of the observations made by the Lenders to the satisfaction of the Lenders. If no comments have been offered by the Lenders within 21 (twenty one) days from the date of submission of the budgets, the estimates given therein shall be deemed to have been approved by the Lenders (Approved Construction Budget/Approved Operating Budget).

iv) The Borrower shall inform the Lenders of the proposals, if any, for revision in the budgeted estimates in the Approved Construction Budget for any quarter other than the first quarter comprised in the relevant budgeted year and the reasons therefore together with supporting documents including certification by LIE, at least 30 (thirty) days prior to the commencement of the relevant quarter. If the Lenders do not offer any comments within 10 (ten) days from the date of delivery by the Borrower, the revised estimates shall be deemed to have been approved by the Lenders. The Approved Operating Budget submitted by the Borrower may be revised with the consent and approval of the Lenders at any time during the budgeted Fiscal Year.

v) All documentation and information provided by the Borrower pursuant to this Article 6.1.20(f) shall also be provided to the LIE and, where requested by the Lenders’ Agent, to such other consultant(s) as required.



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(j) Insurance PoliciesThe Borrower shall provide the Lenders a list of current insurance policies and other information relating to the insurance policies as per Article 6.1.8.

(k) Progress and PerformanceThe Borrower shall (a) during the Construction Period submit within 30 (thirty)

days after the expiry of each quarter (and at any time and from time to time as the Lenders may deem fit) a report to the Lenders as to the progress of implementation of the Project vis-a-vis the status envisaged under the approved Project Implementation Schedule (“Construction Progress Report”) and specifying the reasons for delay(s), if any, in achieving various milestones and the plans for making over the lost time.

(b) during the Operational Period, the Borrower shall submit quarterly report on the performance of the Project within 30 (thirty) days after the expiry of each quarter.

(c) furnish such other information regarding the business, affairs, prospects, assets or condition (financial or otherwise) of the Borrower as the Lenders may request from time to time.

(l) Permitted InvestmentsConcurrently with the financial statements and reports delivered pursuant to Article 6.1.20(b) hereof for each calendar quarter, the Borrower shall deliver to the Lenders’ Agent, a schedule of the Permitted Investments, if any, in respect of each of the Retention Accounts as at the end of every quarter, in such detail as the Lenders’ Agent may require.

(m) Translation of DocumentsIn case of any document, agreement, instrument, report or any written information required to be furnished in this Article 6.1.20 or otherwise, the original of which is in a language other than English, the Borrower shall also simultaneously, furnish a translation, certified by an Authorised Officer of the Borrower, into English of such original.

(n) Other NoticesPromptly, and in any event not later than 10 (ten) Business Days upon the Borrower obtaining knowledge thereof or upon their



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becoming available as the case may be, the Borrower shall notify the Lenders of :(i) any nationalization or any proposal by any Government

Authority to effect any nationalization or any action which results in or could reasonably expected to result in a change in or under Applicable Law which reasonably could be expected to have a Material Adverse Effect;

(ii) any substantial dispute between the Borrower and any of its shareholder and any Government Authority relating to the Project;

(iii) any change in the Authorised Officers or directors of the Borrower, giving specimen signatures of any new Authorised Officer or director so appointed and, if requested by any Lender, satisfactory evidence of the authority of such new Authorised Officer or director;

(iv) any actual or proposed termination, rescission, discharge (otherwise than by performance), amendment or waiver of any material provision of any Transaction Document;

(v) notice from any tax authority in respect of any material claim, proceeding or hearing or any tax assessment or liability;

(vi) any notice of Force Majeure given or received by the Borrower under any Transaction Document;

(vii) copy of each report or letter delivered to the Borrower reporting any event or fact which has or is likely to have material impact on the Project, the Borrower or their respective performance;

(viii) an event that may delay COD beyond the SPCD, material work stoppages or design changes under the Contracts, scarcity or unavailability of any material or equipment and any material delays in the delivery of fuel and/or water for the Project or an event that permits, or, with the passage of time, would permit the Borrower or any other party to claim relief on account of Force Majeure;

(ix) occurrence of any event which may, or is likely to have a Material Adverse Effect on the Project or the Borrower or



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the Majority Shareholder or the interests of the Lenders together with proper explanation and the remedial steps the Borrower proposes to take legal or other, together with all the supporting documents.

(o) Credit risk ratingThe Borrower shall obtain the credit risk rating by an accredited rating agency approved by the Lenders’ Agent on or before February 2011 and every year thereafter to enable the Lenders to comply with Basel-II norms and capital adequacy guidelines issued by the RBI from time to time. The aforesaid credit risk rating shall be obtained by the Borrower at its costs, charges and expenses.

(p) Credit Reports from Existing LendersThe Borrower shall provide to the Lenders satisfactory credit reports from the Exisiting Lenders reflecting the latest positions of the accounts and ascertaing satisfactory conduct of the accounts and also confirming that the financial asset status in the books of the Existing Lenders with regard to the Borrower is standard.

(q) Statement of Assets and Liabliites of the GuarantorsThe Borrower shall furnish to the Lenders a duly certified statement of assets and liabilibites of Shri Manoj Jayaswal from a chartered accountant at the end of every Fiscal Year and shall also furnish to the Lenders copies of the income tax and wealth tax returns of Shri Manoj Jayaswal.

6.1.21 Maintenance of Accounts /Reserves(a) The Borrower shall ensure credit of the Drawdown proceeds,

Equity Contributions, all Receivables upon their receipt, including Insurance Proceeds, terminal or other payments, proceeds of any claims under the Transaction Documents and all the cash inflows from the Project into the relevant Account(s) to be opened and maintained in terms of the Trust and Retention Account Agreement. The proceeds so deposited shall be utilized in the manner and priority set out in the Trust and Retention Account Agreement.

(b) The Borrower shall establish a Debt Service Reserve Account

(DSRA) within 6 months from the COD and maintain at all times thereafter (until the Final Settlement Date) the Debt Service Reserve (“DSR”) from the surplus cash flows of the Project (that is after meeting its expenditure and liabilities in respect of items



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for which the payments are required to be made in the Operational Period in the Operational Period Order of Priority before crediting any amount to DSRA until the amount so deposited in DSRA aggregates to the DSR. Provided that in case the Borrower provides an unconditional and irrevocable bank guarantee or letter of credit favouring the Lenders’ Agent, from a scheduled bank/ a bank acceptable to the Lenders in a form and manner acceptable to the Lenders’ Agent, for an equivalent amount of the DSR required to be credited to the Debt Service Reserve Account for such period and in such form and content satisfactory to the Lenders, the requirement of crediting the amount to the Debt Service Reserve Account as aforesaid may be dispensed with by the Lenders. The amounts accumulated in the DSRA shall not be used for any purpose other than for servicing the Loans. The amount in the DSRA shall be utilized only in case of a shortfall in cash flows for meeting debt service requirements towards the Loans from time to time. If at any time any amount is so utilized, the Borrower shall credit the DSRA immediately on availability of cash flows. The Borrower shall be entitled to invest the funds in DSRA only in Permitted Investments as stipulated in the Trust and Retention Account Agreement.

6.1.22 Memorandum and Articles of AssociationThe Borrower shall carry out such alterations to its Memorandum and Articles of Association for making such other changes as may be as required by the Lenders to safeguard the interests of the Lenders arising out of this Agreement subject to the compliance of the Applicable Law. Without limiting the generality of the aforesaid, the Borrower shall, within a period of 6 (six) months from the date hereof, carry out such alterations to its Memorandum and Articles of Association for enabling the appointment of the Lenders’ nominee on the Board and for such other purposes as the Lenders may determine.

6.1.23 Mutatis MutantisThe Borrower agrees and undertakes that any terms and conditions stipulated by any Lender, if more favourable , shall, except as expressly provided in this Agreement, apply mutatis mutandis to all the Loans and the remaining Lenders.

6.1.24 RemedyThe Borrower agrees that the Lenders may initiate parallel proceedings both under the Recovery of Debts Due to banks and Financial Institutions Act, 1993 and Securitization and Reconstruction of Financial Assets and



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Enforcement of Security Interest Act, 2002 or any other remedy available under Applicable Law.

6.1.25 Environment, Health Safety & Social RequirementsThe Borrower shall make arrangements to operate the Project in a manner consistent with prudent operating procedures and in compliance with the Applicable Law including the Environmental Law and the relevant Clearances issued thereunder and shall maintain documents to be able to demonstrate compliance with the same for all its operations wherever applicable and shall regularly submit to the Lenders’ Agent status reports confirming the compliance thereof. The Borrower shall, at all times upto the Final Settlement Date comply with environmental, health, safety and social requirements. The Borrower shall also provide the requisite information and access to the Lenders or a consultant appointed by the Lenders to conduct periodical environmental & social monitoring and review of the Project.

6.2 NEGATIVE COVENANTSThe Borrower covenants and agrees that, until the Final Settlement Date, the Borrower shall comply with the following:

6.2.1 Consolidation, Merger, Sale of Assets, Investments and Acquisitions(a) The Borrower shall not

(i) effect or agree to effect any change in its capital structure or

(ii) take or agree to take any action of merger, consolidation, reorganisation or amalgamation or for sale, lease, transfer or otherwise dispose of any assets including the Project Assets

except to the extent as may be approved by the Lenders in writing or except as may be necessary as a result of other provisions of this Agreement.

(b) The Borrower shall not acquire all or part of the assets of any other person or any class of shares or debentures or partnership interest or similar interest of any person or implement any scheme of expansion except with the prior permission in writing of the Lenders.

(c) The Borrower shall not give any loans or make any investment in any entity, including the Majority Shareholder, by way of deposits, bonds, share capital, or in any other form other than



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(i) the Permitted Investments permitted under the Financing Documents, or as may from time to time be permitted by the Lenders in writing; or

(ii) normal trade credit; or (iii) security deposits in normal course of business; or (iv) advances to employees.except to the extent as may be approved by the Lenders in writing.

(d) The Borrower shall not extend any financial assistance or make any advance or pay any interest to any company under the same management as that of the Borrower. The Borrower shall not undertake any guarantee obligations on behalf of any other person except in the ordinary course of business or as may be permitted by the Lenders.

6.2.2 Capital ExpenditureThe Borrower shall not make any capital expenditure from the Receivables without prior approval of the Lenders other than in Permitted Investments as per the Trust and Retention Account Agreement.

6.2.3 Restricted PaymentsThe Borrower shall not declare or pay any Restricted Payment without prior permission of the Lenders and unless on the date of declaring or paying the proposed Restricted Payment each of the following conditions has been satisfied:(a) the DSRA has been fully credited to the extent required for the

applicable period from time to time as per the Trust and Retention Account Agreement and minimum balance is maintained in accordance therewith in all payment accounts of the Retention Accounts;

(b) all installments of the Loans as per the Amortisation Schedule, interest in terms of this Agreement on the Loans and all other amounts that have become due and payable to the Lenders under this Agreement till then shall have been paid;

(c) No Event of Default or Potential Event of Default shall have occurred and is continuing; and

(d) Such Restricted Payment is made in accordance with the Applicable Law.

Provided that no Restricted Payments shall be payable before the First Repayment Date.

6.2.4 Security InterestsThe Borrower shall not shift or remove any asset over which Security is created/ to be created, otherwise than in the ordinary course of business



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and shall not create any Security Interest on or in any of the Project Assets, including escrowing or charging the Receivables in favour of any third party other than (i) the Permitted Security Interest except with prior permission in writing from the Lenders or (ii) as provided in Article III of this Agreement.

6.2.5 Amendment etc. of Transaction DocumentsThe Borrower shall not (a) take any action to cancel or terminate any Transaction Document

to which it is a party (other than any scheduled termination thereof); or

(b) sell, assign (other than pursuant to the Security Documents) or otherwise dispose of any part of its interest in such Transaction Document; or

(c) waive any default under or breach of any provision of any Transaction Document, material to the Project; or

(d) waive, fail to enforce, forgo or release any right, interest or entitlement, howsoever arising, under or in respect of any provision of any Transaction Document material to the Project; or

(e) vary or agree to the variation in any way of a provision of any Transaction Document material to the Project or of the performance of any other person (under any such Transaction Document) material to the Project; or

(f) amend, supplement or modify any provision under any Transaction Document; or

(g) petition, request or take any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Transaction Document

except with the prior permission in writing from the Lenders which shall not be unreasonably withheld.

6.2.6 Permitted IndebtednessThe Borrower shall not, without the prior permission in writing from the Lenders, directly or indirectly contract, create, incur, assume or suffer or otherwise become or be liable for any debt and/or enter into borrowing arrangements, whether secured or unsecured (including by way of issuance of any kind of debentures or acceptance of deposits from public) with any other person or bank or financial institution or otherwise, except for Permitted Indebtedness. The Borrower shall not raise any loans directly or indirectly incur, assume or suffer or otherwise become or be liable for any debt and/or enter into borrowing arrangements, whether secured or unsecured for raising additional funds towards meeting the requirements towards the Project Equity Capital and the Cost Overrun without prior permission of the Lenders.



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6.2.7 AbandonmentThe Borrower shall not Abandon or agree to Abandon the Project.

6.2.8 Improper UseThe Borrower shall not use, maintain or operate, or allow the use, maintenance or operation of the Project for any purpose which may constitute a public or private nuisance or give rise to a claim or environmental claim; violate any provision of any Applicable Law; and result in increase in the premium of any insurance then in force with respect to the Project or any part thereof.

6.2.9 Subordinated Debt(a) Monies (including premium paid on issuance of any shares or

other securities) brought in/arranged by the Majority Shareholder/ shareholder / directors / depositors towards funding of the cost of Project shall not be repaid before the Secured Obligations are fully discharged to the complete satisfaction to the Lenders except as may be permitted by the Lenders.

(b) The Borrower shall not pay any amounts (including interest) in respect of any subordinated debt (including the monies referred to in sub-paragraph (a) above) except as may be permitted by the Lenders.

6.2.10 Other TransactionsExcept as set out in the Project Documents or the Additional Project Documents, the Borrower will not enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other person, or enter into any management contract or similar arrangement whereby its business or operations are managed by any other persons without the prior approval of the Lenders.

6.2.11 Scope of ProjectThe Borrower shall not materially alter, augment, modernise or expand the scope of the Project without the prior written consent of the Lenders.

6.2.12 New ProjectThe Borrower shall not undertake any new project or expansion/diversification of its existing facilities without prior approval of the Lenders.



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6.2.13 Premature RepaymentExcept as permitted under Article 2.12 the Borrower shall not prepay all or part of any financial assistance or debt availed by it including the Loans without the prior written permission from the Lenders.

6.2.14 Revaluation of AssetsOther than as required under the Applicable Law, the Borrower shall not revalue its assets including the Project Assets at any time during the currency of the Loans without the prior written approval of the Lenders’ Agent.

6.2.15 Existing Management/RemunerationUnless the Lenders’ Agent otherwise agree, the management of, and control over, the Borrower shall not change up to the Final Settlement Date. Without prior written consent of the Lenders’ Agent the Borrower shall not change the existing practice in respect of any remuneration, fees, commission or other monies payable to its directors.

6.2.16 No Inequality or Preferential TreatmentThe Borrower shall not do or allow to be done any act which may result in unequal treatment including preference of one over the other among the Lenders or any group thereof in any regard whatsoever including discharging the Borrower of its financial obligations.

6.2.17 CommissionThe Borrower shall not pay any commission, fees or charges to its Majority Shareholder, directors, managers, or other persons having substantial interest in the Borrower for furnishing guarantees, counter guarantees or indemnities or for undertaking any other liability in connection with any financial assistance obtained for or by the Borrower or in connection with any other obligation undertaken for or by the Borrower for the purpose of the Project.

6.2.18 Alteration in Memorandum and Articles of AssociationThe Borrower shall not carry out any amendments or alterations to Memorandum and Articles of Association, without the prior written approval of the Lenders’ Agent.

6.2.19 DisputesThe Borrower shall not agree, authorize or otherwise consent to any proposed settlement, resolution or compromise of any litigation, arbitration or other dispute with any Person without the prior written authorization of the Secured Parties if such proposed settlement,



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resolution or compromise could reasonably be expected to constitute a Material Adverse Effect.

6.2.20 Opening of Other Bank AccountThe Borrower shall not open any other bank account in respect of the Project (other than the accounts which have been already opened as the date hereof and details of which have been furnished to the Lenders) without specific prior written approval of the Lenders’ Agent and shall not operate such other bank account for any purpose other than the purpose approved by the Lenders’ Agent.

6.2.21 AssignmentOther than the assignment to create Security Interest under the Transaction Documents as security for the benefit of the Secured Parties, the Borrower will not (i) enter into or permit the assignment of any rights or obligations of the Borrower to any Transaction Document; or (ii) consent to or permit the assignment of any rights or obligations of any party (other than the Borrower) under any Transaction Document in each case without the prior written consent of the Lenders’ Agent.

6.2.22 Appointment on the BoardThe Borrower shall not appoint a ‘relative’ as defined in the Reserve Bank of India’s Master Circular on Loans and Advances – Statutory and Other Restrictions, dated July 1, 2009 as may be amended from time to time, of any of the directors of the Lenders on the Board.

6.2.23 Trading ActivityThe Borrower shall not undertake any trading activity other than the sale of products manufactured/produced at its facilities.



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ARTICLE VIIEVENTS OF DEFAULT AND REMEDIES

7.1 EVENTS OF DEFAULTFor the purpose of this Agreement, each of the following events shall constitute an Event of Default:

(a) Default in Payment of Principal Default by the Borrower in the payment of any installment of the principal of the Loans on any Due Date and such default has continued for a period of 30 (thirty) days.

(b) Default in Payment of Interest etc.Default has been committed by the Borrower in payment of any interest on the Loans and/or payment of any amount payable pursuant to this Agreement or any Financing Document on the respective Due Dates or on being demanded by the Lenders as the case may be and such default has continued for a period of 30 (thirty) days.

(c) Payment Defaults under other Agreements (i) The Borrower's failure to pay any amount or meet with any

obligation when due to any person other than the Lender, unless the Borrower shall have disputed the same in good faith or an event of default being constituted in relation to any of the Borrower's credit, borrowing or any other arrangement with any person other than the Lender including any default which has been committed under any Project Documents, which constitutes a Default or an event of default there under.

(ii) Any person other than the Lender accelerating repayment (i.e., demanding repayment ahead of the previously agreed repayment schedule) due from the Borrower to such other person under the Borrower's credit, borrowing or any other arrangement with that person.

(d) Default in Performance of Covenants and ConditionsIf Default has occurred in the performance or observance of any covenant, condition, warranties or provision on the part of the Borrower contained (i) in this Agreement or of any other Financing Document

including the failure to comply with observations of the Lenders’ Consultants and such Default is not cured within a period of 60 (sixty) days; or



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(ii) in any Project Document that has or is likely to, in the Lenders’ opinion, result in a Material Adverse Effect and if such default is curable, such default has continued for such cure period as is stipulated in such Project Document before termination thereof and in absence of such stipulation, for a period after which the Project Document may be terminated but not exceeding 30 (thirty) days.

(e) Supply of Misleading InformationAny information given by the Borrower in its application for the Loan Facility or in the reports and other documents and information furnished by the Borrower from time to time in accordance with the provisions of the Transaction Document; the reporting system or any representations made or warranties given / deemed to have been given by the Borrower in this Agreement, any other Transaction Document shall be proved to have been false or misleading or incorrect in any material respect when made or deemed to be repeated.

(f) Inability to Pay DebtsThe Borrower (i) is unable to or admits in writing its inability to pay its

debts as they mature, or has otherwise become unable to pay its debts as and when the same becomes due in terms of Section 434(1)(c) of the Companies Act; or

(ii) stops, suspends or threatens to stop or suspend payment of all or any material part of its debts, or begins negotiations or takes any proceeding or other step with a view to rescheduling or deferral of any part of its debts or proposes or make a general assignment or an arrangement or composition with or for the benefit of its creditors generally or any group or class thereof; or

(iii) files a petition for suspension of payments or other relief of debtors in respect of or affecting all or any part of its debt.

(g) (i) Inadequate Insurance The assets of the Borrower have not been kept adequately insured by the Borrower and such shortfall of insurance coverage resulting there from is material to the interests of the Lenders under this Agreement and further insurance to cover such shortfall is not taken out by the Borrower within 30 (thirty) days of the notice to that effect from the Lenders’ Agent or the Security Trustee or any of the Lenders;



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(ii) Security InterestThe Borrower shall have acted or allowed any act to be committed as a consequence of which the Security Interest created in favour of the Lenders becomes invalid or ineffective or diminishes in value and the Borrower shall have failed to rectify the same within a period of 60 (sixty) days from the date of receipt of notice from the Lenders or the Lenders’ Agent or the Security Trustee.

(h) Sale, Disposal and Removal of Project AssetsThe Borrower has without the prior approval of the Lenders, sold, disposed off, charged or encumbered or alienated or otherwise rendered unusable any land, building, structures or plant and machinery of the Borrower comprising the Project Assets of more than `10,00,00,000.00/- (Rupees Ten Crores) collectively in one Fiscal Year and by one or more transactions or series of transactions (whether related or not) other than: (i) in the ordinary course of business; (ii) assets which are worn out or obsolete assets which have

been replaced by like or better assets; and(iii) disposals made in compliance with any court or

government orders.

(i) Proceedings against BorrowerThe Borrower has voluntarily or involuntarily become the subject of proceedings for its winding up which is admitted by a court of competent jurisdiction or the Borrower is ordered to be wound up.

(j) Majority Shareholder’s Failure(i) The Majority Shareholder has failed to perform the

obligations towards the Borrower and / or the Project including any default of any of their obligations under the undertaking providing by the Majority Shareholder; or

(ii) Any serious dispute has arisen between the Borrower and the Majority Shareholder as to the contribution/support of the Borrower and the Project which has remained unresolved for a period of sixty (60) days.

(k) Appointment of Receiver or LiquidatorA receiver trustee, custodian, liquidator (provisional or otherwise) or other similar officer has been appointed in relation to the Borrower or of all or material part of any assets of the Borrower



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and such appointment is not stayed, quashed or dismissed within a period of 60 (sixty) days.

(l) Attachment and Restraint on Project Assets If an attachment (whether before or after judgement) or restraint has been levied on the Project Assets or any part thereof and such attachment or restraint is continued beyond the period of 60 (sixty) days.

(m) Extra-Ordinary CircumstancesAny extra-ordinary circumstances have occurred which make it improbable for the Project to be carried out and for the Borrower to fulfill its obligations under any of the Transaction Documents.

(n) (i) Abandonment of the ProjectThe Borrower has Abandoned or threatened to Abandon the Project. The Project shall be deemed to have been Abandoned if: (i) the construction activity during the Construction

Period has been suspended continuously for a period of 30 (thirty) days; or

(ii) the operations of the Project have been halted for a continuous period of 15 (fifteen) days for reasons (other than the Force Majeure); or

(iii) the Borrower takes or refrains from taking a decision which act or inaction can be reasonably said to be establishing the lack or loss of the interest on the part of the Borrower in the Project.

Provided however, if the Borrower promptly provides a written notice to the Lenders' Agent/Lenders that any such suspension, halt, action or inaction, as the case may be of performance of obligations by the Borrower, is not with the intention to abandon the Project, along with the proposed mitigation/remedial action and an assurance that the financial resources required for the same are arranged without additional borrowing to the satisfaction of the Lenders and there is no event or circumstance that suggests that the Borrower intends to abandon the Project, then such suspension, halt, action or inaction, shall not amount to Abandonment.

(ii) Cessation of business



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The Borrower ceases or threatens to cease to carry on its business for a period exceeding 60 (sixty) days or gives notice of its intention to do so.

(o) Expropriation, Nationalisation etc.Expropriation of the Borrower or an event of total loss or nationalisation of whole or substantially whole of the Project occurs or a material portion of the Project shall temporarily be subject to a nationalisation and such temporary nationalisation could reasonably be expected to have a Material Adverse Effect.

(p) Invalidity of Financing DocumentsThis Agreement or any of the other Financing Documents (i) is or becomes invalid, illegal or unenforceable; or (ii) is repudiated by the Borrower or (iii) ceases to be in full force and effect, or shall cease to give

the Lenders the Security Interest, rights, powers and privileges purported to be created thereby.

(q) Material Adverse EffectOne or more of the events, conditions or circumstances shall exist or shall have occurred which has had, or in the reasonable judgment of the Lenders, could be reasonably expected to have a Material Adverse Effect.

(r) Revocation of Approvals etc.(i) Any Clearances obtained in compliance with this Agreement

or any other Transaction Document shall be revoked, terminated, withdrawn, suspended, modified or withheld or shall cease to be in full force and effect which shall, in the reasonable opinion of the Lenders, have Material Adverse Effect on the Project; or

(ii) Any proceeding shall be commenced by any Government Authority or the purpose of so revoking, terminating, withdrawing, suspending, modifying or withholding any Clearances and such proceeding is not dismissed within 60 (sixty) days and if adversely determined, could have a Material Adverse Effect.

(s) Termination of Project Documents(i) Any Project Document (unless it shall have been replaced

as permitted under this Agreement) shall be terminated prior to its stated termination date or shall be repudiated or



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shall cease to be in full force and effect otherwise than by performance or efflux of time; or

(ii) Any provision of any Project Document is or becomes invalid, illegal or unenforceable or any party thereto shall have so asserted or any Project Document ceases to be in full force and effect or shall cease to give the Borrower the rights, powers and privileges purported to be created thereby or any party thereto shall have so asserted and such invalidity, illegality or unenforceability or assertion, termination, repudiation or cessation could reasonably be expected to have a Material Adverse Effect.

(t) Litigation etc.(i) Any judgments or decrees having Material Adverse Effect in

the opinion of the Lenders, if entered against the Borrower are not vacated, discharged or stayed pending appeal for a period of 60 (sixty) consecutive days; or

(ii) Any litigation, arbitration or administrative proceeding or claim before any court, tribunal, arbitrator or other relevant authority, which, by itself or together with any other such proceeding or claim, could reasonably be expected to have Material Adverse Effect is commenced against the Borrower and is not discharged, withdrawn or discontinued within 30 (thirty) days.

7.2 CONSEQUENCES OF DEFAULTOn and any time after the occurrence of any one or more Event(s) of Default, the Lenders shall have the right to take one or more of the following actions:

(i) cancel all Commitments whereupon the Lenders' obligations to make available Loan Facility under this Agreement, shall be terminated forthwith;

(ii) declare the unpaid principal amount and Interest in respect of the Loan and all other Secured Obligations and all other amounts payable by the Borrower hereunder and under the Financing Documents to be forthwith due and payable, whereupon such amounts shall become forthwith due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding;



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(iii) enforce all of the Security Interest created pursuant to the Security Documents and exercise any and all rights specified in the Security Documents and other Financing Documents including, without limitation, to accelerate the obligations of the shareholders of the Borrower including the Majority Shareholder to make equity and other contributions;

(iv) exercise such other remedies as permitted or available under Applicable Law in the sole discretion of the Lenders; and

(v) enter upon and take possession of the Project Assets of the Borrower; transfer the Project Assets of the Borrower by way of lease or leave and license or sale;

(vi) instruct any person, who is liable to make any payment to the Borrower, to pay directly to the Secured Parties;

(vii) sell, asign, dispose off or otherwise liquidate or direct the Borrower to sell, assign, dispose off or otherwise liquidate, any or all of the Project Assets and take possession of the proceeds of any such sale or liquidation;

(viii) collect by itself or through nominee(s) or agent(s) and retain all cash proceeds, including without limitation whether arising from the operations of the Project or not, and to use such monies in whole or in part, towards repayment of the Borrower's obligations to the Secured Parties in terms of the Financing Documents;

(ix) sell, asign or otherwise dispose of any of the Project Assets by the Security Trustee in such manner, at such time, at such place or places and on such terms as the Security Trustee may, in compliance with any requirements of law and in consultation with the Lenders’ Agent, determine;

(x) exercise all or any rights or remedies of the Borrower under one or more Project Documents against any parties to such Project Documents in such manner as the Security Trustee may determine in its absolute discretion.

7.3 OTHER CONSEQUENCES OF DEFAULTOn the happening of any of the Events of Default as specified in Article 7.1 and so long as any such event subsists, in addition to the rights specified in Article 7.2 the Lenders shall be entitled to the following:



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(a) Appointment of Nominee DirectorThe Lenders shall have the right to appoint 1 (one) nominee director at any time upto the Final Settlement Date (such director is hereinafter referred to as the “Nominee Director”). The Nominee Director whether whole time or otherwise shall exercise such powers and duties as may be approved by the Lenders and have such rights as are usually exercised by or are available to a whole-time director in the management of the affairs of the Borrower and such Nominee Director shall not be required to hold qualification shares nor be liable to retire by rotation and shall be entitled to receive such remuneration, fees, commission and monies as may be approved by the Lenders. Such Nominee Director shall have the right to receive notices of and attend all general meetings and Board meetings or any committee(s) of the Borrower of which they are members.

Any expenses that may be incurred by the Lenders or such Nominee Director in connection with their appointment or directorship shall be paid or reimbursed by the Borrower to the Lenders or, as the case may be, to such Nominee Director.

(b) Review of managementThe Lenders shall be entitled to the right to review the management set-up or organization of the Borrower and to require the Borrower to restructure it as may be considered necessary by the Lenders, including the formation of one or more committees with such powers and functions as may be considered suitable by the Lenders, if in the opinion of the Lenders the business of the Borrower is conducted in a manner opposed to public policy or in a manner prejudicial to the interest of Lenders. Further any person, by whatever name called, exercising substantial powers of management shall not be paid any commission in any year unless all the dues of the Lenders in that year have been paid to the satisfaction of the Lenders.

(c) Stipulate Additional ConditionsThe Lenders shall be entitled to stipulate any additional condition as they may deem fit.

7.4 EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTIONAll expenses incurred by the Lenders after an Event of Default has occurred in connection with preservation of the Borrower's assets including Project Assets (whether then or thereafter existing) and



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collection of amounts due under this Agreement shall be payable by the Borrower.



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ARTICLE VIIICANCELLATION

Access by the Borrower to the Loan or utilization thereof shall be cancelled or may be cancelled by the Lenders as follows:

8.1 AUTOMATIC CANCELLATIONThe Available Commitments under the Loan Facility shall be cancelled at the close of normal working hours on the last Business Day of the Availability Period.

8.2 CANCELLATION BY THE LENDERSThe Lenders may cancel the Loan Facility only in accordance with Article 7.2 (Consequences of Event Default). Notwithstanding anything to the contrary, the Lenders shall have the unconditional right to cancel whole or part of any of their Commitments without assigning any reason whatsoever in the event of deterioration of the credit worthiness of the Borrower. Any decision regarding such deterioration of the credit worthiness of the Borrower shall be taken by the Lenders at their sole discretion and shall be final and binding on the Borrower.

8.3 CANCELLATION BY THE BORROWERThe Borrower shall not cancel the Loan Facility or any part thereof without the prior written approval of the Lenders except if:(i) the Commitment of the Lender is cancelled by the Borrower in

accordance Article 2.18 hereof; or(ii) the Loan Facility or part thereof is otherwise cancelled in a

manner permitted under this Agreement.

8.4 GENERAL PROVISIONS IN RESPECT OF CANCELLATION(i) Any notice of cancellation under this Agreement is irrevocable.

The Lenders and the Lenders’ Agent shall notify each other promptly of receipt of any such notice.

(ii) No amount of the Loan Facility cancelled under this Agreement may subsequently be reinstated.



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ARTICLE IXTAXES

9.1 TAXES AND NET PAYMENTSAll payments to be made by the Borrower to the Lenders hereunder shall be made free and clear of and without deduction or withholding for or on account of Taxes. To the extent the Borrower is required to make payment to the Lenders subject to a deduction or withholding on account of Taxes the sum payable by the Borrower shall be increased to the extent necessary to ensure that, after the making of the required deduction, such Lenders receive and retain (free from any liability in respect of any such deduction) a net sum equal to the sum which they would have received and so retained had no such deduction or withholding been made or required to be made. The obligation of the Borrower to increase the sum payable in respect of a deduction or withholding shall not apply to the extent the deduction or withholding was made in respect of any Taxes calculated with reference to the net income received by any Lender, provided that the Borrower delivers to the Lenders tax withholding or tax deduction certificates in respect of such withholding or deduction.

9.2 TAX INDEMNITYWithout prejudice to the provisions of Article 9.1, if any Lender or the Lenders’ Agent on such Lender's behalf is required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid) or otherwise on or in relation to any sum received or receivable hereunder by such Lender or the Lenders’ Agent on its behalf (including, without limitation, any sum received or receivable under this Article 9 hereof) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Lender or the Lenders’ Agent on its behalf, the Borrower shall, upon demand, promptly indemnify and pay to such Lender or the Lenders’ Agent, as the case may be, against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. Such Lender or the Lenders’ Agent, as the case may be, shall, on the request of the Borrower, contest such claim or demand provided that (a) they are satisfied in their sole discretion that such levy has not been lawfully made; (b) they shall be fully indemnified by the Borrower in respect of any liability arising out of and all costs and expenses incurred by them in respect of such contest; and (c) the Borrower provides security to the satisfaction of the Lenders in respect of such contest prior to and as a condition of initiation of such contest.



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9.3 NOTIFICATION BY LENDERSThe Lenders intending to make a claim under Article 9.2 hereof shall notify the Lenders’ Agent promptly and in any event within 10 (ten) Business Days of becoming aware of the circumstances by which it is entitled to do so and shall deliver to the Lenders’ Agent a certificate setting out in reasonable detail the basis of such claim, whereupon the Lenders’ Agent shall promptly, and in any event within 10 (ten) Business Days from the date on which it receives such certificate, notify the Borrower thereof and shall deliver to the Borrower a copy of such certificate.

9.4 NOTIFICATION BY BORROWERIf at any time the Borrower is required to make any deduction or withholding from any sum payable by the Borrower hereunder (or if thereafter there is any change in the rates at which or the manner in which such deductions or withholdings are calculated) the Borrower shall as soon as practicable notify the Lenders’ Agent and the Lenders.

9.5 RECEIPTThe Borrower shall deliver to the Lenders’ Agent and the relevant Lenders within 30 (thirty) Business Days of receipt (or such other period as the Lenders may agree) a copy of the receipt, if any, issued by the applicable taxation or other authority evidencing the deduction or withholding of all amounts required to be deducted or withheld from such payment or (if the Borrower fails to provide a copy of such receipt) such other evidence as may be requested by the Lenders to whom such payment is made.



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ARTICLE XMISCELLANEOUS

10.1 BENEFIT OF AGREEMENTThis Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors of the Parties hereto; provided, however, that the Borrower shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of each of the Lenders. Any Lender may without the consent of the Borrower transfer or assign or novate all or any part of its Available Commitment and/ or Loan(s) and/ or any of its rights and benefits hereunder or under the Financing Documents to another bank or financial institution or any other person at any time in accordance with the provisions herein and in such manner and on such terms as the Lenders may decide without increasing the Borrower’s obligations in relation to any obligation or matter set out in this Agreement and while so transferring, assigning or securitizing, the Lender may reserve to it a right to proceed against the Borrower on behalf of the purchaser, assignee or transferee. Whilst any Lender may exercise the aforesaid right, no Lender shall be under any obligation to do so. The Borrower shall take such action as may be necessary to perfect such assignment, transfer or novation.

10.1.1 If any Lender assigns all or any of its rights, obligations and benefits hereunder or under the Financing Documents, then, unless and until the assignee has agreed with the Lenders’ Agent and other Lenders that it shall be under the same obligations towards each one of them as it would have been if it has been an original party hereto as a Lender, the Lenders’ Agent and other Lenders shall not be obliged to recognize such assignee as having the rights against each of them which it would have had if it had been such a party thereto.

10.1.2 If a Lender wishes to assign or novate all or any of its rights, benefits and obligations hereunder and under the Financing Documents, then such novation shall be made by delivering to the Lenders’ Agent a duly completed, stamped and executed novation deed in the form set out in Schedule X (“Novation Deed”). On receipt of such notice and payment of such fee, the Lenders’ Agent shall countersign it for and on behalf of itself and the other parties to this Agreement and subject to the terms of that Novation Deed:

(i) To the extent that in that Novation Deed the relevant Lender (“Existing Lender”) seeks to novate its Commitment / Available Commitment and/or the Loans, the Borrower or the Existing Lender, as the case may be, shall each be released from further



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obligations to each other and there respective rights against each other shall be cancelled (such rights and obligations being referred to as “discharged rights and obligations”);

(ii) The Borrower and the relevant lender to which such interest is being novated (“New Lender”) shall each assume new obligations towards each other and/or acquire new rights against each other which differ from the discharged rights and obligations only insofar as the Borrower and that New Lender, as the case may be, have assumed and acquired the same in place of the Borrower and the Existing Lender as the case may be; and

(iii) The New Lender, as the case may be, and the other parties to this Agreement and the Financing Documents (other than the Borrower) shall acquire the same rights and assume the same obligations between themselves as regards the Borrower as they would have acquired and assumed had that New Lender, as the case may be, been an original party to this Agreement and Financing Documents as a Lender with the rights and/or obligations acquired or assumed by it as a result of that novation (and, to that extent, the Existing Lender and those other parties shall each be released from further obligations to each other).

10.2 AUTHORISATION(i) Each of the Lenders hereby appoints and authorises the Lenders’

Agent to act as their agent hereunder and under other Financing Documents with such powers as are expressly delegated by terms of this Agreement, the other Financing Documents, together with such other powers as are reasonably incidental thereto. Execution of this Agreement is the conclusive evidence of such authorization and direction and ratification.

(ii) Each of the Lenders acknowledge that it has independently, and without reliance upon the Lenders’ Agent and based on such documents and information as it has deemed appropriate, made its own analysis of the financial condition, affairs of, and creditworthiness of, the Borrower and therefore confirms that it is its own decision to enter into this Agreement and each of the Financing Documents. Each of the Lenders also acknowledges that it will independently and without reliance upon the Lenders’ Agent and based on such documents and information as it shall deem appropriate at the time continue to make its own decision in taking or not taking action under this Agreement.



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10.3 RIGHTS OF LENDERS’ AGENT AS LENDERWith respect to its own rights as Lenders under the Loan Facility and commitments, the Lenders’ Agent shall have the same powers and rights under this Agreement as any Lender and may exercise the same as though it was not acting as the Lenders’ Agent and the terms “Lender” and “Lenders” in the Financing Documents shall, unless the context otherwise warrants, include the Lenders’ Agent in its individual capacity as a Lender. The Lenders’ Agent may without liability to account, accept deposits from, lend money to and generally engage in any kind of banking or trust or agency business with or for the Borrower, as if it were not the Lenders’ Agent.

10.4 GOVERNING LAW AND JURISDICTIONThis Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by the laws of India.

Each Party agrees that any legal action or proceedings arising out of this Agreement may be brought in the competent Court and tribunals in Mumbai and irrevocably submits itself to the jurisdiction of such Court or tribunal. The Lenders may, however, in their absolute discretion commence any legal action or proceedings arising out of this Agreement against the Borrower in a court, tribunal or any other appropriate forum in India.

10.5 INDEMNITYThe Borrower hereby agrees to indemnify each of the Lenders and their respective officers, representatives and agents against any losses or damages whether by way of costs, charges, expenses, litigation penalty or howsoever sustained or incurred by them as a result of, or in connection with, or arising out of:

a) the Borrower failing, for any reason whatsoever, to comply with the provisions of any Transaction Documents and Applicable Laws; and / or

b) the occurrence of any Event of Default or Potential Event of Default; and / or

c) levy by any Government Authority of any Tax in connection with regularising or perfecting any of the Transaction Documents as may be required under Applicable Law, or getting any of the Transaction Documents admitted into evidence, or relying on any Transaction Documents for proving any claim; and/or



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d) the exercise of any of the rights by the Lenders under this Agreement and any of the Transaction Documents.

10.6 ACCOUNTS, CALCULATIONS AND EVIDENCE OF DEBTa) The accounts maintained by the Lenders in accordance with the

usual practice, are prima facie evidence of the matters to which they relate including the amounts owing to them under the Financing Documents.

b) Any certification or determination by the Lenders of a rate of interest of any amount under this Agreement is in the absence of manifest or proven error, conclusive evidence of the matters to which it relates.

c) In any legal action or proceedings out of or in connection with this Agreement and the Transaction Document, the entries made in the accounts maintained by the Lenders shall be (in the absence of manifest or proven error) prima facie evidence of the existence and amount of obligations of the Borrower as therein recorded.

10.7 AMENDMENTS AND WAIVERS; PROCEDURE(a) Subject to Article 10.7 (b) below and save where otherwise

expressly provided in any Financing Documents, this Agreement (including the schedules, annexures and appendices hereto) may not be amended, supplemented or modified and no other Financing Document may be amended, supplemented or modified and no term or condition thereof may be waived without the consent of the Borrower, and the Secured Parties and, in the event any such amendment, modification or waivers relates to the rights, duties or obligations of the Lenders’ Agent, without the consent of the Lenders’ Agent, as relevant. The Lenders’ Agent/Security Trustee may effect, on behalf of the Secured Parties, an amendment, supplemented, modification or waiver to which the Secured Parties have agreed.

(b) The Lenders’ Agent/Security Trustee shall promptly supply to the Secured Parties copies of any amendment, modification or waiver effected under paragraph (a) above, and any such amendment or waiver shall be binding on all the parties to this Agreement.

(c) Any amendment, modification or waiver made or given with respect to any Financing Document or Security Document which is required by this Article 10.7, if so authorised by the Secured Parties shall, when made or given by the Lenders’ Agent on behalf



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of the Secured Parties, be binding upon the Secured Parties. The Borrower shall not be bound to enquire in connection therewith whether the provisions of this Article 10.7 have been observed.

10.8 SEVERABILITYAny provision of this Agreement or any Financing Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of this Agreement or the other Financing Documents or affect such provision in any other jurisdiction.

10.9 SURVIVALThis Agreement shall be in force until all the monies payable under this Agreement have been fully and irrevocably paid in accordance with the terms and provisions hereof.

10.10 DELAY NOT TO IMPAIR THE RIGHTS OF THE LENDERSNo delay in exercising or omission to exercise any right, power or remedy accruing to the Lenders upon any Default by the Borrower under this Agreement and/or any of the Financing Documents shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Lenders in respect of any default or any acquiescence by it in any default shall affect or impair any right, power or remedy of the Lenders in respect of any other default.

10.11 NOTICESExcept as otherwise expressly provided herein, all notices and other communications provided at various places in this Agreement and the Security Documents shall be in writing and shall be addressed to the Parties at their respective addresses as mentioned in Schedule VII hereto.

Any such notice or other written communication shall be deemed to have been served:(i) if delivered personally, at the time of delivery;(ii) if sent by registered letter when the registered letter would, in the

ordinary course of post, be delivered whether actually delivered or not;

(iii) if sent by courier service, (a) 1 (one) Business Day after deposit with an overnight courier if for inland delivery and (b) 5 (five) Business Days after deposit with an international courier if for overseas delivery; and



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(iv) if sent by facsimile transmission, at the time of transmission (if sent during business hours) or (if not sent during business hours) at the beginning of business hours next following the time of transmission in the place to which the facsimile was sent.

Provided however that any notice or communication to the Lenders shall be effective only on actual receipt by the officer of any such Lenders for whose attention the notice or communication has been expressly marked.

In proving such service it shall be sufficient to prove that personal delivery was made or in the case of prepaid recorded delivery, registered post or by courier, that such notice or other written communication was properly addressed and delivered or in the case of a facsimile message, that an activity or other report from the sender’s facsimile machine can be produced in respect of the notice or other written communication showing the recipient’s facsimile number and the number of pages transmitted.

10.12 RIGHT OF SETOFFIn addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, but subject to the provisions of the Trust and Retention Account Agreement, upon the occurrence and continuation of a Potential Event of Default or Event of Default, the Lenders are authorised by the Borrower at any time or from time to time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any Permitted Investments at any time held or owing by such Lender (including, without limitation, by any branches and agencies other than the Lending Office of such Lender) to or for the credit or the account of the Borrower against and on account of the obligations and liabilities of the Borrower to any such Lender under this Agreement or under any of the other Transaction Documents or, and all other claims of any nature or description arising out of or connected with this Agreement or any Transaction Document, irrespective of whether or not such Lender shall have made any demand with respect thereto.

10.13 DISCLOSURE OF INFORMATIONThe Borrower understands that as a pre-condition, relating to grant of the Loan Facility to the Borrower, the Lenders require the Borrower’s consent for the disclosure by the Lenders of, information and data relating to Borrower, of the credit facility availed of/to be availed, by the Borrower, obligation assumed/to be assumed, by the Borrower, in relation thereto and default, if any, committed by the Borrower, in discharge thereof.



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Accordingly, the Borrower hereby agrees and gives consent for the disclosure by any of the Lenders of all or any such,a. information and data relating to the Borrower;b. the information and data relating to any credit facility availed of/to

be availed, by the Borrower; andc. default, if any, committed by the Borrower, in discharge of such

obligation, as the Lenders may deem appropriate and necessary, to disclose and furnish to the RBI, CIBIL, or any other agency authorized in this behalf by the RBI/the Government Authority.

The Borrower hereby agrees that in case of Borrower committing default in repayment of the principal amount of the Loans or payment of interest on Due Dates or any other amounts on their respective Due Dates, the Lenders, the RBI and/or CIBIL shall have an unqualified right to disclose or publish the details of the its directors as defaulters in such manner and through such medium as the Lenders, RBI and/or CIBIL may think fit.

The Borrower declares that the information and data furnished by the Borrower to the Lenders are true and correct as of the date such information and data was provided to the Lenders or, where such information and data relate to a specific date or period, on such date or in respect of such period.

Further, the Borrower also undertakes that:

(a) CIBIL and other agency so authorized may use and/or process the said information and data disclosed by any of the Lenders in the manner as deemed fit by them; and

(b) CIBIL and other agency so authorized may furnish for consideration, the processed information and data for products thereof prepared by them, to banks/financial institutions and other credit grantors or registered users, as may be specified by the RBI in this behalf.

The Borrower hereby agrees that the Lenders may, at their sole discretion, disclose such information to any bank/institution(s) in connection with the Loans granted to the Borrower.

10.14 COUNTERPARTSThis Agreement may be executed in any number of counterparts and by the different Parties hereto on separate counterparts, each of which when so executed and delivered shall be effective for purposes of binding the Parties hereto, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the Parties hereto shall be lodged with the Borrower and the Lenders’ Agent.



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10.15 REPRESENTATION BY THE PARTIESEach Party to this Agreement represents to each other Party that it has the necessary corporate authority to execute this Agreement and declares to each other Party that it is valid and binding on and enforceable against it.



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SCHEDULE IAPARTICULARS OF LENDERS

-------- BANK LIMITED, a company incorporated under the Companies Act, 1956 and a banking company within the meaning of Section 5(c) of the Banking Regulation Act, 1949 and having its registered office at Trishul, Third Floor, Opp. Samartheswar Temple, Law Garden, Ellisbridge, Ahmedabad 380 006, Gujarat, India and having a Branch at Maker Towers “F”, 13 th floor, Cuffe Parade, Colaba, Mumbai 400 005, in the State of Maharashtra, (hereinafter referred to as “AXIS”, which expression shall, unless repugnant to the subject or context thereof, include its successors and assigns);

-----------------BANK, incorporated under the Indian Companies Act, 1913 having its Registered Office at Central Office, Erode Road, Karur, Tamil Nadu 639 002 and having a Branch at Kamanwala Chambers, Sir PM Road, Fort, Mumbai – 400 001 (hereinafter referred to as “----”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);

BANK, a body corporate constituted under the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 and having its Head Office at 7, Bhikaji Cama Place, Africa Avenue, New Delhi - 110066, India and having a Corporate Branch at Maker Towers, ‘E’, Ground Floor, Cuffe Parade, Mumbai 400 005 (hereinafter referred to as “”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);

BANK, a body corporate constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 and having its Head Office at 21, Bank House, Rajindra Place, New Delhi and having a Branch at Karol Bagh, 2400- Hardhyan Singh Road, New Delhi (hereinafter referred to as “-----”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);

---------bANK a body corporate established under the -------t No.XIX of 1350 Fasli, having its Head Office at Gunfoudry, Hyderabad, 500 001 and a branch office, amongst other places being its Overseas Branch at Ashok Mahal, 1204 Tulloch Road, Colaba, Mumbai 400 039 (hereinafter referred to as “----”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);

----------bANK a body corporate constituted under the State Bank of India (Subsidiary Banks) Act, 1959 and having its Head Office at The Mall, Patiala, in the State of Punjab, India and having a Commercial Branch at 1st Floor, Atlanta, Nariman Point, Mumbai – 400 021 (hereinafter referred to as “SBOP”, which



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expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);

bANK, a body corporate constituted under the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 and having its Head Office at 10, BTM Sarani, Kolkata - 700 001, in the State of West Bengal, India and having its Branch at Churchgate Reclamation, Mafatlal Centre (1st floor), Nariman Point, Mumbai – 400 021, in the State of Maharashtra, (hereinafter referred to as “”, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);

------, ---------, ------------, SO ON and ------- are individually referred to as “Lender” and are collectively referred to as the “Lenders” which expression shall include all or any one or more of them as the context may require or admit.



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SCHEDULE IBPARTICULARS OF LENDERS & LOAN FACILITY

NAME OF THE LENDER

AMOUNT OF COMMITMENT OF EACH LENDER FOR LOAN FACILITY INRUPEES CRORES

LC FACILITY

(1) (2) (3)AXIS 50.00 25.00KVB 50.00PNB 75.00PSB 29.00SBH 50.00SBOP 25.00UCO 50.00TOTAL 329.00 25.00



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SCHEDULE IIBRIEF DESCRIPTION OF PROJECT

“Project” shall mean and include:A. (a) Development of the Coal Mine, viz., with a capacity of

3.45 MTPA (b) Setting up of Coal Handling Plant, with a design capacity

of 4MTPA and operating capacity of 3.50 MTPA; (c) Setting up of Coal Washery, with capacity of 3.50 MTPA

to produce clean coal; and(d) development of infrastructure at the Coal Mine

including light vehicle workshop, lubricants and oil storage, main office complex, vocational training centre, fuel tank farm, 5 tonne capacity explosive magazine, sewerage pipe works and waste treatment, coal laboratories, electrical reticulation, water reticulation, storm water drainage etc.

B. Operation of the mine i.e. mining of Coal Mine by opencast mining methodology to meet the coal requirement of the DRI Plant and Power Plant.

C. Construction of township near the Coal Mine for the mine personnel equipped with power, communication, potable water supply and sewerage and garbage collection facilities.

D. Pre-Mining activities of the Coal Mine, including resettlement and rehabilitation of people located within the mining area to facilitate start of coal mining activities.



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SCHEDULE IIIPROJECT COST AND FINANCING PLAN

A. PROJECT COST

The total cost of the Project is estimated at `470,00,00,000.00 (Rupees Four Hundred and Seventy Crores) as summarised below:

Particulars (` Crore)Land 94.00Building and civil construction 24.00Plant and Machinery Coal Handling Plant 105.00Coal Washery 53.00Others 34.00Total Hard Cost (A) 310.00Contingency 15.00Preliminary and Preoperative Expenses 77.00Interest during construction 59.00Margin Money for Working Capital 08.00Total Soft Cost (B) 159.00Total Project Cost (A+B) 470.00

B. FINANCING PLANThe Project is proposed to be financed in the following manner:

Source of fund Amount[` Crores]

Total Amount[` Crores]

Project Equity Capital (A): 141.00Equity Contributions 141.00

Sub-total (A) 141.00

Loan (B): 329.00AXIS 50.00KVB 50.00PNB 75.00PSB 29.00SBH 50.00

SBOP 25.00UCO 50.00

Grand Total (A+B) 470.00



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SCHEDULE IVPARTICULARS OF APPLICABLE INTEREST RATES

NAME OF THE

LENDER

APPLICABLE INTEREST RATE PER ANNUM

AXIS Upto the first Interest Reset Date:Rate of interest shall be floating rate equivalent to Base Rate of AXIS plus interest spread of 4.75% (four point seven five percent).

From the first and subsequent Interest Reset Dates:Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of AXIS plus such interest spread as may be determined by AXIS on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of AXIS shall not be lower than that of any other Lender.

KVB Upto the first Interest Reset Date:Rate of interest shall be floating rate equivalent to Base Rate of KVB plus interest spread of 3.5% (three point five percent).

From the first and subsequent Interest Reset Dates:Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of KVB plus such interest spread as may be determined by KVB on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of KVB shall not be lower than that of any other Lender.

PNB Upto the first Interest Reset Date:Rate of interest shall be floating equivalent to Base Rate of PNB (as applicable from time to time) plus interest spread of 3.5% (three point five percent) plus Term Premium 0.5% (zero point five percent).

From the first and subsequent Interest Reset Dates:



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NAME OF THE

LENDER


Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of PNB plus Term Premium plus such interest spread as may be determined by PNB on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of PNB shall not be lower than that of any other Lender.

PSB Upto the first Interest Reset Date:Rate of interest shall be floating rate equivalent to Base Rate of PSB plus interest spread of 4.05% (four point zero five percent).

From the first and subsequent Interest Reset Dates:Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of PSB plus such interest spread as may be determined by PSB on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of PSB shall not be lower than that of any other Lender.

SBH Upto the first Interest Reset Date:Rate of interest shall be floating rate equivalent to Base Rate of SBH plus interest spread of 4.5% (four point five percent).

From the first and subsequent Interest Reset Dates:Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of SBH plus such interest spread as may be determined by SBH on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of SBH shall not be lower than that of any other Lender.

SBOP Upto the first Interest Reset Date:Rate of interest shall be floating rate equivalent to Base Rate



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Security Trustee

111

NAME OF THE

LENDER


of SBOP plus interest spread of 4.50% (four point five percent).

From the first and subsequent Interest Reset Dates:Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of SBOP plus such interest spread as may be determined by SBOP on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of SBOP shall not be lower than that of any other Lender.

UCO Upto the first Interest Reset Date:Rate of interest shall be floating rate equivalent to Base Rate of UCO plus interest spread of 4% (four percent).

From the first and subsequent Interest Reset Dates:Rate of interest shall be subject to reset on every Interest Reset Date to Base Rate of UCO plus such interest spread as may be determined by UCO on any Interest Reset Date and unless the interest spread is so reset on the Interest Reset Date, the rate of Interest shall be the same as applicable prior to that Interest Reset Date.

The rate of interest of UCO shall not be lower than that of any other Lender.

Each Lender (which is a Scheduled Bank as defined under Banking Regulations Act, 1949) reserves the right to reset the spread applicable to its Loan at any time otherwise than on an Interest Reset Date if RBI revises the provision on standard assets and/ or enhances the risk weightage for assets; and

Procedure for calculation of the highest rate of Interest

A. To give effect to the aforesaid, the following procedure shall be implemented.

B. Each of the Lenders shall inform the Borrower, the other Lenders and the Lenders’ Agent



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112

(a) its Base Rate as applicable, at the first instance; and (b) any change to its Base Rate, from time to time together with the

date with effect from which such change is effective.

C. On or before each Interest Reset Date, each of the Lenders shall inform the Borrower, the other Lenders and the Lenders’ Agent, the interest spread which such Lender would like to stipulate for the period commencing from that Interest Reset Date up to the next Interest Reset Date for the purpose of determining the Applicable Interest Rate for its Loan. Till the Lender notifies such interest spread, the interest spread applicable during the period immediately preceding the Interest Reset Date shall continue to apply.

D. The Borrower shall take into account Base Rate of the Lenders, in the first

instance and any such change thereto from time to time and shall calculate during each month the interest payable as stipulated in Schedule IV to each of the Lenders on the next succeeding Interest Payment Date relevant to them and notify the same in writing to each of the Lenders, the Lenders’ Agent and the Account Bank. The information as above shall be provided by the Borrower to each of the Lenders, the Lenders’ Agent and the Account Bank in the following format:

Calculation of interest payable in terms of Article 2.8(i) of the Common Loan Agreement for “Interest Period” (i.e., the relevant period between the previous Interest Payment Date up to the Interest Payment Date on which the interest so calculated is to be paid) from _____ to ______. Name of the Lender

Loan (Amount outstanding)

Interest rate of the Lender as per the rate stated against its name in Schedule IV for period from ___ to ____

Applicable Interest Rate calculated as per Sch. IV (Highest interest rate of any other Lender if any for Lenders) for period from ___ to ____

Amount of Interest for period from ___ to ____

(1) (2) (3) (4) (5)

The columns (3), (4) and (5) shall be repeated, if during the Interest Period, there is any (and for each such) change in the Base Rate of any Lender, as a result of which the Applicable Interest Rate calculated as per Schedule IV changes. Together with the aforesaid table, the Borrower shall also enclose a copy of



KVB PNB PSB SBHSBO

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Security Trustee

113

communication received by the Borrower with regard to the change in Applicable Interest Rate.

E. Upon receipt of notification of the calculation of interest as stated above, if any Lender has any observation, comment or objection thereto, such Lender shall notify the same in writing to the Borrower with a copy to all other Lenders and the Account Bank. The Borrower shall take into account such observation, comment or objection, as the case may be, and notify the revised calculation of interest to all Lenders and the Account Bank.

F. Notwithstanding the aforesaid and what is contained in the Common Loan Agreement, in the event the Borrower is informed of the change as stated in paragraph B above within 10 (ten) days preceding the relevant Interest Payment Date,

(a) the Borrower shall pay interest (at the increased Applicable Interest Rate or lowered Applicable Interest Rate as applicable depending on such change) from the next succeeding Interest Payment Date;

(b) the differential amount of interest from the date when such change becomes effective up to such succeeding Interest Payment Date shall be paid or adjusted, as the case may be, on such succeeding Interest Payment Date; and

(c) the Borrower shall not be liable to pay any further or additional interest or Liquidated Damages for the payment of differential amount of interest as stated in (b) above.

G. It is acknowledged that the object of the aforesaid provisions is to ensure that each Lender and the Account Bank are informed of the Applicable Interest Rate calculated as per Schedule IV and the amount of interest payable by the Borrower to each of the Lenders during the Interest Period.



KVB PNB PSB SBHSBO

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114

SCHEDULE VAMORTISATION SCHEDULE

(` in lacs)

Installment

No.Repayment

Date Axis KVB PSB PNB SBH SBP UCO TOTAL

1 April 1, 2013 56.250 56.250 32.625 84.375 56.250 28.125 56.250 370.125

2 July 1, 2013 56.250 56.250 32.625 84.375 56.250 28.125 56.250 370.125

3 October 1, 2013 56.250 56.250 32.625 84.375 56.250 28.125 56.250 370.125

4 January 1, 2014 56.250 56.250 32.625 84.375 56.250 28.125 56.250 370.125

5 April 1, 2014 75.000 75.000 43.500 112.500 75.000 37.500 75.000 493.500

6 July 1, 2014 75.000 75.000 43.500 112.500 75.000 37.500 75.000 493.500

7 October 1, 2014 75.000 75.000 43.500 112.500 75.000 37.500 75.000 493.500

8 January 1, 2015 75.000 75.000 43.500 112.500 75.000 37.500 75.000 493.500

9 April 1, 2015 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

10 July 1, 2015 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

11 October 1, 2015 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

12 January 1, 2016 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

13 April 1, 2016 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

14 July 1, 2016 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

15 October 1, 2016 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

16 January 1, 2017 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

17 April 1, 2017 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

18 July 1, 2017 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

19 October 1, 2017 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

20 January 1, 2018 93.750 93.750 54.375 140.625 93.750 46.875 93.750 616.875

21 April 1, 2018 100.000 100.000 58.000 150.000 100.000 50.000 100.000 658.000

22 July 1, 2018 100.000 100.000 58.000 150.000 100.000 50.000 100.000 658.000

23 October 1, 2018 100.000 100.000 58.000 150.000 100.000 50.000 100.000 658.000

24 January 1, 2019 100.000 100.000 58.000 150.000 100.000 50.000 100.000 658.000

25 April 1, 2019 125.000 125.000 72.500 187.500 125.000 62.500 125.000 822.500

26 July 1, 2019 125.000 125.000 72.500 187.500 125.000 62.500 125.000 822.500

27 October 1, 2019 125.000 125.000 72.500 187.500 125.000 62.500 125.000 822.500

28 January 1, 2020 125.000 125.000 72.500 187.500 125.000 62.500 125.000 822.500

29 April 1, 2020 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

30 July 1, 2020 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

31 October 1, 2020 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

32 January 1, 2021 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

33 April 1, 2021 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

34 July 1, 2021 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

35 October 1, 2021150.000 150.000

87.000225.000 150.000 75.000 150.000 987.000

Borrower

AXIS as Lender and Lenders’

Agent

KVB PNB PSB SBH SB UCOSecurity Trustee

115

Installment

No.Repayment

Date Axis KVB PSB PNB SBH SBP UCO TOTAL

36 January 1, 2022 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

37 April 1, 2022 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

38 July 1, 2022 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

39 October 1, 2022 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

40 January 1, 2023 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000

41 April 1, 2023 325.000 325.000 188.500 487.500 325.000 162.500 325.000 2138.500

42 July 1, 2023 325.000 325.000 188.500 487.500 325.000 162.500 325.000 2138.500

Total5000.00

05000.00

02900.00

07500.00

05000.00

02500.00

05000.00

032900.00

0

* the first Repayment Installment shall become due on April 01, 2013 and the subsequent Repayment Installments shall become due on July 01, 2013, October 01, 2013 and so on.

Borrower

AXIS as Lender and Lenders’

Agent

KVB PNB PSB SBH SB UCOSecurity Trustee

116

SCHEDULE VILIST OF PROJECT DOCUMENTS

S.No. Contract Description1. Fuel Supply Agreement;2. EPC Contract(s); 3. Mining Lease Agreement;4. Mining Contract;5. O & M Contract (if any);6. Insurance Contracts; and7. Land Acquisition Agreements and any other documents reflecting the

Borrower’s ownership/title in respect of the Project Site, the Borrower’s title to the fixed assets, easements, water rights and other documents analogous to the above, including government orders and notifications for acquisition of the Project Site.

The above is only an indicative list of Project Documents entered into / procured by the Borrower for and in connection with the completion of the construction of the Project and the maintenance and operation thereof and is not intended to be a comprehensive list of Project Documents, the rights and interest of the Borrower under which are required to be assigned in favour of the Lenders. Any other agreements, documents or instruments entered into by the Borrower in respect of (a) the development, construction, design, procurement, operation, maintenance and ownership of the Project including (a) supply of plant, machinery, equipment, other material, engineering and specialized services for construction of the Project and related facilities, including facilities for transportation of coal and such other contract/agreement; (b) supply of spares, equipments, operation and maintenance services and other technical and specialized services for operating and maintaining the Project and such other contract/agreement; (c) raising Project Equity Capital; (d) the effective exercise of the rights granted to the Borrower and discharge by the Borrower of its obligations under any of the documents specified in this Schedule; and (e) all performance bonds, letter of credit and other security documents and arrangements furnished by any of the parties under the documents above referred to above, in favour of or for the benefit of the Borrower and designated as Project Documents by the Lenders’ Agent shall be automatically and ipso facto included in this Schedule.



KVB PNB PSB SBHSBO

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117

SCHEDULE VIIADDRESSES AND OTHER PARTICULARS FOR NOTICES AND

COMMUNICATIONS

For the Borrower

For the Lenders SCHEDULE VIII

FORMS

FORM NO. 1NOTICE OF DRAWAL AND DRAW DOWN CERTIFICATE

To: ____ as Lenders’ AgentCc: Lenders

Notice of Drawal and Draw down Certificate of the Borrower

Ladies and Gentlemen:

I, the undersigned authorised officer of Corporate Ispat Alloys Limited (the “Borrower”), DO HEREBY CERTIFY that:1. This Notice of Drawal and certificate is furnished pursuant to Article

2.4(III)(a) of the Common Loan Agreement, dated as of __________________ 2010 (the “Common Loan Agreement”), among the Borrower, the Lenders, the Lenders’ Agent and the Security Trustee. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to those terms in the Common Loan Agreement.

2. The Borrower hereby irrevocably requests the Drawdowns from: (a) ________________ on [insert Business Day] in the amount of

`_____ [insert amount], on [insert Business Day] in the amount of `_____ [insert amount] and on [insert Business Day] in the amount of `_____ [insert amount], respectively, in accordance with Article 2.4 of Common Loan Agreement (the “Proposed Drawdown”). After giving effect to the Proposed Drawdown, the aggregate principal outstanding Loan of ______________ under the Common Loan Agreement will be [insert aggregate of all Drawdown made and the Proposed Drawdown].1

3. The Borrower hereby certifies that the following statements are true on the date hereof and that the acceptance by the Borrower of the benefits of the Proposed Drawdown shall constitute a representation and warranty by the Borrower to each of the Lenders and the Lenders’ Agent that as of the date of such Proposed Drawdown, remaining amount of the Loans after giving effect to the Proposed Drawdown are as under:

1 Repeat paragraph, completed as appropriate, for each Lender from whom a Drawdown is being requested but the Drawdown Date has to be the same in all cases.

Name of the Lender

Amount of Loan Facility sanctioned (` in crores)

Outstanding Loan till the issue of this Notice (` in crores)

Total amount of Drawdowns requested during the quarter (` in crores) from each Lender

Outstanding Loans after the Proposed Drawdown (` in crores)

Balance Available Commitment after the Proposed Drawdowns (` in crores)

AXIS 50.00KVB 50.00PNB 75.00PSB 29.00SBH 50.00

SBOP 25.00UCO 50.00

Total 329.00

(a) All representations and warranties of the contained in the Common Loan Agreement and in the other Financing Documents are true, complete and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of the date hereof and as of the date of the Proposed Drawdown;

(b) No Potential Event of Default or Event of Default has occurred and is continuing;

(c) There exists no litigation in India or in any other jurisdiction regarding the effectiveness or validity of any of the Transaction Documents or the Project or the Project Assets;

(d) The proceeds of the Proposed Drawdown shall be used for the purposes specified in Annexure I hereto, all of which form a part of the Project Cost as are permitted under the Financing Documents; and

(e) All of the conditions in Article [Insert 4.2/4.3 as appropriate] of the Common Loan Agreement have been satisfied and all the necessary certificates and documentation required there under are attached herewith and marked as Annexure II hereto.

4. If any of the certifications set forth in Para 3 above shall cease to be valid on, as of or prior to the date of the Proposed Drawdown, the Borrower shall immediately notify each of the Lenders and the Lenders’ Agent in writ-ing.

5. The Borrower hereby certifies that all proceeds of the Equity Contributions towards the Project Equity Capital have been made in accordance with the Financing Plan and have been applied and will be applied for the purposes specified in Annexure I hereto, all of which form a part of the Project Cost and allowed or approved by the Lenders’ Agent and the Lenders.

6. The Borrower hereby certifies that both before and after giving effect to the Proposed Drawdown, the Debt to Equity Ratio will not be more than 70:30 (Seventy: Thirty).

7. The Borrower hereby certifies that the sum of (A) the aggregate of all amounts available but undrawn under the Loans, (B) all undisbursed moneys in the Retention Accounts, (C) proceeds of insurance received and available to the Borrower, (D) Liquidated Damages and other amounts which are due and payable pursuant to the Transaction Documents and (E) any unfunded Project Equity Capital, equals or exceeds the sum of the amount necessary to pay all remaining Project Costs which have been or are reasonably likely to be incurred in connection with the Project in order to achieve final completion.

8. Enclosed herewith is/are certificate(s) of the Auditor certifying: (i) that the Equity Contributions towards the Project Equity Capital

have been received by us so as to ensure that both before and after giving effect to the Proposed Drawdown, the Debt to Equity Ratio will not be more than 70:30 (Seventy: Thirty); and

(ii) the sources of the funds (with dates of their receipts by the Borrower) of, and utilization thereof by, the Borrower for the period ending with the immediately preceding month.

IN WITNESS WHEREOF, I have hereunto set my hand this day of ______________.

Corporate Ispat Alloys Limited

By: ______________________Name:Designation:

Annexure I to the Notice of DrawalPosition as on [Insert preceding month end Date] furnished by the company:

In Rupees crores

Particulars Total Construct

ion Budget

Total Annual

Construction Budget

Expense incurred till

[Insert Previous Period]

Expense in % of Total

Construction Budget

Expense as a % of annual

budget #

Land Building and civil constructionPlant and Machinery Coal Handling Plant

Coal Washery

OthersContingencyPreliminary and Preoperative ExpensesInterest during constructionMargin Money for Working Capital Total

# specify reason where expense exceeds annual budget

Availability of Funds:Description ` In crores Balance*

Opening Balance [Insert Closing Balance of Previous Drawdown]Equity Contributions towards Project Equity Capital Amount of Loans to be disbursedTotal availability of fundsCumulative Debt to Equity Ratio of the proposed Drawdown

* Remaining to be disbursed / infused Proposed Utilization of Funds:

S No. Particulars Amount to be incurred (Crs.)

1 Land

2 Building and civil construction

3

Plant and Machinery Coal Handling PlantCoal WasheryOthers

4 Contingency

5 Preliminary and Preoperative Expenses

6 Interest during construction

7 Margin Money for Working Capital Grand Total

Cash-Flow Statement:S No. Particular Amount (crs.)

1 Total Project Expenses (incl. proposed Utilization)

2 Total Funds (incl. proposed Disbt.)

3 Closing Balance (Surplus) (2-1)

Annexure II to the Notice of DrawalCompliance of conditions contained in Article 4.2 (applicable only for Initial

Drawdown)Paragraph of Article 4.2

Conditions precedent for each Drawdown Status Remarks

a Project Siteb Corporate Actionsc Equity Contributiond Trust and Retention Arrangement & Setting Up

Retention Accountse Contracts/Mining Contractorf Clearancesg Opinions/Reports on Project Documents and

other mattersh Execution of Financing Documentsi Other Documentsj NOC of the Existing Lendersk Insurancel Undertakings and agreements of the Borrowerm Fund Requirement for DRI Plant/Power Plantn Payment Mechanism for Supply of Coal

Compliance of conditions contained in Article 4.3

Paragraph of Article 4.3

Conditions precedent for each Drawdown Status Remarks

a Request for Drawdownb Potential Event of Default; Event of Defaults;

Representation and Warrantiesc Equity Contributiond Feese No Other Obligationsf Absence of Litigationg Compliance/Fulfilment of Waived or Deferred Pre

Initial Drawdown or other Conditionsh Detailed Review of the Progressi Report by LIEj Appointment of Contractorsk Clearances

FORM NO. 2DRAW DOWN CERTIFICATE OF LENDERS’ INDEPENDENT

ENGINEER

To: ____ as Lenders’ Agent

Cc: Lenders

Draw down Certificate of the Lenders’ Independent EngineerLadies and Gentlemen:

We, the undersigned [authorised officer] of [ ] (the “Lenders’ Independent Engineer”), DO HEREBY CERTIFY that:1. This certificate is furnished pursuant to Article 2.4(IV)(b) of the Common

Loan Agreement, dated as of ____________ ___, 2010 (the “Common Loan Agreement”), inter alia among the Borrower, the Lenders, the Security Trustee and the Lenders’ Agent in connection with the, Notice of Drawal and Draw down Certificate of the Borrower dated __________ ___, 2010 seeking Drawdown of [amount] towards meeting the costs of ___________________, __________, ____________, and ____________. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to those terms in the Common Loan Agreement.

2. We have reviewed Notice of Drawal and Draw down Certificate of the Borrower dated __________ ___, 2010 and following are our observations:(i) As per the Auditor’s certificate for expenditure towards the Project

till [date], the Borrower has received Equity Contributions of `_______/- and the Loans of `________/- and based on the Debt to Equity Ratio of 70:30 (Seventy: Thirty), the Borrower is eligible to seek Drawdown of the Loans of `______/-.

(ii) [include other specific comments/observations]3. To the best of our knowledge,

(i) the information material to the construction of the Project contained in each of the construction progress reports delivered pursuant to Article 6.1.20 of the Common Loan Agreement is true, complete and correct in all respects;

(ii) the progress of construction of the Project is satisfactory and as on the date hereof there is no default under the Project Documents in relation to construction and schedule thereof;

(iii) each of the certifications made by the Borrower in para 3 (d) of the Notice of Drawal are true, complete and correct; and

4. We confirm that(i) the Drawdown is reasonably and timely needed by the Borrower

to make payment for Project Costs in accordance with the Project Implementation Schedule within a period of 90 (ninety) days from the date hereof;

(ii) the total expenditure including the amount requested to be Disbursed as per the Notice of Drawal referred to above is within the Project Cost;

(iii) during the course of performance of the scope of work, we have obtained no knowledge of the existence of any Potential Event of Default or Event of Default which has not been waived or cured.

5. We further confirm that (A) the Available Commitment and all undisbursed monies in the Construction Accounts, (B) Insurance Proceeds received and receivable under the Insurance Contracts, (C) Liquidated Damages and other amounts which are due and payable pursuant to the Transaction Documents (D) any unfunded Equity Contributions towards the Project Equity Capital and contributions to meet the Cost Overrun pursuant to the provisions of the undertaking by the Majority Shareholder, equals or exceeds the sum of the amount necessary to pay all remaining Project Costs which have been or are reasonably likely to be incurred in connection with the Project for completion thereof.

IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of __________, 20__. By: ______________________

Name: Title:

FORM NO. 3LENDING CONFIRMATION NOTICE

To: LendersCc: Corporate Ispat Alloys Limited

Lending Confirmation Notice

Ladies and Gentlemen:

This notice is issued pursuant to Article 2.4(IV)(b) of the Common Loan Agreement, dated as of ___________________ 2010 (the “Common Loan Agreement”), among the Borrower, the Lenders, and the Lenders’ Agent in connection with the, Notice of Drawal and Draw down Certificate of the Borrower dated __________, 20__.

1. We hereby state that as of the date hereof, we have not received an Unsatisfied CP Notice from any Lender in accordance with the Common Loan Agreement.

2. Based on the information supplied to us by the Borrower, we also state that the conditions precedent to Drawdown stipulated in Article V of the Common Loan Agreement have been satisfied.

3. Pursuant to Article 2.4(IV)(a) of the Common Loan Agreement, Drawdown may occur in terms of the Notice of Drawal and Draw down Certificate of the Borrower dated _________, 20__.

For and on behalf of ___, as Lenders’ Agent______________________________Name:Designation:

SCHEDULE IXBASE CASE BUSINESS PLAN

Profit and Loss Account(` crores)

FY ending March 31st 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024Coal Transfer / Sale to PP-Phase 1 173.11 202.89 213.04 223.69 234.87 246.62 258.95 271.90 285.49 299.77 314.75 330.49Sale of Excess Middling in the Open Market 15.96 - - - - - - - - - - -Coal Transfer / Sale to Dolchar Based Power Plant

1.92 2.11 2.21 2.32 2.44 2.56 2.69 2.82 2.96 3.11 3.27 3.43

Coal Transfer / Sale to Sponge Iron 61.61 66.05 69.35 72.82 76.46 80.28 84.30 88.51 92.94 97.58 102.46 107.58Sale of Rejects - - - - - - - - - - - -Total Sales: 252.61 271.05 284.60 298.83 313.77 329.46 345.93 363.23 381.39 400.46 420.48 441.51Recovery of Taxes 33.97 35.33 35.98 36.66 37.37 38.12 38.91 39.74 40.60 41.52 42.47 43.48Int. Inc. on DSRA and Cash 0.84 2.20 3.88 5.76 8.54 10.83 13.20 15.65 18.24 21.18 24.01 29.43Total Income 287.42 308.58 324.45 341.25 359.69 378.42 398.04 418.61 440.24 463.16 486.97 514.41

Purchase of Coal (Including Transportation) - - - - - - - - - - - -Cost of OB Removal 85.94 85.63 86.46 85.70 89.98 94.48 99.20 104.16 109.37 114.84 120.58 126.61Cost of Mining 20.46 21.96 23.06 24.21 25.42 26.69 28.02 29.43 30.90 32.44 34.06 35.77Overhead Cost 27.30 28.01 28.74 29.19 30.64 32.18 33.79 35.47 37.25 39.11 41.07 43.12Cost of Coal Washing 26.60 28.54 29.97 31.47 33.04 34.70 36.43 38.25 40.17 42.17 44.28 46.50Statutory Expenses (Royalty, SED and Env. Cost)

34.59 35.97 36.62 37.30 38.01 38.76 39.55 40.38 41.24 42.16 43.11 44.12

Administrative Cost 3.52 3.70 3.89 4.09 4.28 4.50 4.72 4.97 5.21 5.47 5.74 6.05Colony Maintenance 0.12 0.12 0.13 0.14 0.14 0.15 0.16 0.17 0.17 0.18 0.19 0.20Rent 0.009 0.010 0.010 0.011 0.011 0.012 0.013 0.013 0.014 0.015 0.015 0.016Misc. Expenses 15.14 16.25 17.06 17.91 18.81 19.75 20.74 21.77 22.86 24.01 25.21 26.47CHP Maintence 2.55 2.68 2.81 2.96 3.10 3.26 3.42 3.60 3.77 3.96 4.16 4.38Total Exp 216.24 222.88 228.74 232.97 243.45 254.47 266.05 278.22 290.96 304.35 318.42 333.22

85.69 95.71 108.27 116.23 123.94 132.00 140.39 149.28 158.80 168.54 181.19

BorrowerAXIS as Lender and Lenders’

AgentKVB PNB PSB SBH SBOP UCO Security Trustee

127

EBDIT 71.18Interest on Term Loan 41.17 40.24 38.08 35.40 32.22 29.13 25.94 22.29 17.71 12.77 7.83 1.34Int. on Working Capital Loan 2.87 2.95 3.05 3.14 3.28 3.43 3.59 3.76 3.92 4.10 4.29 4.50EBDT 27.15 42.50 54.58 69.73 80.74 91.38 102.47 114.34 127.65 141.93 156.42 175.35Depreciation 17.32 17.32 17.32 17.37 17.32 17.32 17.32 17.37 17.32 17.32 17.32 17.37Amortization-Over Burden Removal Cost: 2.46 2.46 2.46 2.46 2.46 2.46 2.46 2.46 2.46 2.46 2.46 2.46PBT 7.37 22.73 34.80 49.91 60.96 71.61 82.70 94.52 107.88 122.16 136.65 155.53Less: Income Tax 1.25 3.86 5.92 8.48 - 20.09 27.20 32.22 37.58 43.15 48.69 55.65Less: Deferred Tax 11.56 9.01 6.84 4.97 3.40 2.06 0.90 (0.09) (0.92) (1.63) (2.25) (2.78)PAT (5.45) 9.85 22.05 36.46 57.56 49.46 54.59 62.39 71.21 80.64 90.20 102.66

Balance Sheet (` crores)

FY ending March 31st 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024LiabilitiesEquity 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14General / Profit Reserves (5.45) 4.40 26.45 62.91 120.47 169.93 224.52 286.91 358.12 438.76 528.96 631.62Senior Debt 329.33 314.51 294.75 270.05 245.35 220.65 194.31 161.37 121.85 82.33 42.81 0.00Sub Debt - - - - - - - - - - - -Working Capital 22.94 23.62 24.41 25.09 26.25 27.44 28.69 29.98 31.38 32.83 34.35 35.91Deferred Tax 11.56 20.58 27.42 32.39 35.79 37.85 38.75 38.66 37.74 36.11 33.86 31.08Total Liabilities 499.53 504.25 514.17 531.58 569.00 597.01 627.41 658.07 690.24 731.17 781.13 839.76AssetsGross Fixed Assets 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58Less: Accumulated Depreciation 17.32 34.64 51.96 69.32 86.64 103.96 121.28 138.64 155.96 173.28 190.60 207.97Net Block 338.26 320.94 303.62 286.25 268.93 251.62 234.30 216.93 199.61 182.29 164.98 147.61Current Assets 30.58 31.49 32.54 33.45 35.00 36.58 38.25 39.97 41.84 43.77 45.80 47.89Cash in Debt Service Reserve 25.89 29.28 30.44 28.89 27.34 26.59 28.13 29.25 26.78 24.30 44.15 -Over Burden Removal Cost 104.80 102.34 99.89 97.43 94.97 92.52 90.06 87.61 85.15 82.70 80.24 77.78Cash in Bank - 20.20 47.69 85.56 142.76 189.71 236.67 284.30 336.86 398.11 445.96 566.48Total Assets 499.53 504.25 514.17 531.58 569.00 597.01 627.41 658.07 690.24 731.17 781.13 839.76

Cash Flow Statement



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(` crores)FY ending March 31st 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Sources of CashCash Profit 25.89 38.64 48.66 61.25 80.74 71.29 75.27 82.12 90.07 98.78 107.73 119.70Add: Equity - - - - - - - - - - - -Add: Senior Debt Addition - - - - - - - - - - - -Add Sub Debt Addition - - - - - - - - - - - -Working Capital Debt 22.94 0.68 0.79 0.68 1.16 1.19 1.25 1.29 1.41 1.45 1.52 1.56Total Cash Inflow 48.83 39.32 49.46 61.93 81.89 72.49 76.52 83.41 91.47 100.23 109.25 121.27Applications of CashCapex Payments - - - - - - - - - - - -Sr. Debt Repayment - 14.82 19.76 24.70 24.70 24.70 26.35 32.93 39.52 39.52 39.52 42.81Sub. Debt Repayment - - - - - - - - - - - -Increase / (Decrease) Net Current Assets

30.58 0.91 1.06 0.91 1.54 1.59 1.67 1.72 1.87 1.93 2.03 2.09

Creation of DSRA (Capex) - - - - - - - - - - - -Total Cash Outflow 30.58 15.73 20.82 25.61 26.24 26.29 28.01 34.65 41.39 41.45 41.55 44.90Cash Available for Reserve Accounts 18.25 23.59 28.64 36.32 55.65 46.20 48.50 48.76 50.08 58.77 67.70 76.37Opening Cash 7.65 - 20.20 47.69 85.56 142.76 189.71 236.67 284.30 336.86 398.11 445.96Addition 18.25 23.59 28.64 36.32 55.65 46.20 48.50 48.76 50.08 58.77 67.70 76.37Cash Available before DSRA 25.89 23.59 48.84 84.01 141.21 188.96 238.21 285.43 334.38 395.63 465.81 522.33Transfer to DSRA 25.89 3.39 1.15 (1.55) (1.55) (0.75) 1.54 1.13 (2.48) (2.48) 19.85 (44.15)Closing Cash Balance - 20.20 47.69 85.56 142.76 189.71 236.67 284.30 336.86 398.11 445.96 566.48



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SCHEDULE XNOVATION DEED

To,_________ as the Lenders’ Agent

&Corporate Ispat Alloys Limited,(Insert address of the Borrower)

Corporate Ispat Alloys Limited – Common Loan Agreementdated ______________ (the “Agreement”)

……1. This Novation Deed relates to the Agreement. Except as defined in this

Deed, the capitalized terms defined in the Agreement have the same meaning in this Novation Deed and:i) “Existing Lender” shall mean (insert the name of the Existing

Lender)ii) “New Lender” shall mean (insert the name of the New Lender)

2. The Existing Lender hereby:A) confirms that, to the extent details appear below under the heading

“Rights and/or Obligations to be Novated”, those details accurately summarize the rights and/or obligations which are to be novated and which are, upon delivery of this Novation Deed to the Lenders’ Agent (but subject to paragraph 3 below), cancelled and discharged in accordance with Article 10.1.2 of the Agreement;

B) confirms that any consent, if any, required in accordance with Article 10.1.2 of the Agreement has been obtained for this novation, and

C) gives notice to the undersigned New Lender that the Existing Lender is under no obligation to repurchase all or any part of those rights and/or obligations at any time nor to support any losses suffered by the New Lender.

3. The undersigned New Lender agrees that it assumes and acquires new rights and/or obligations stated under the heading “Rights and/or Obligations to be Novated” in accordance with Article 10.1.2 of the Agreement on and with effect from ______________ (insert the date).

4. The New Lender;A) confirms that, until further notice, its office and details for

communication are set out below:



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B) agrees to perform and comply with the obligations expressed to be imposed on it by Article 10.1.2 of the Agreement as a result of this Novation Deed taking effect;

C) acknowledges and accepts paragraph 2(C) above;D) agrees to be bound by the Agreement and Financing Documents in

relation to the matters stated under the heading “Rights and/or Obligations to be Novated” as if the New Lender was a Party thereto in place and stead of the Existing Lender except in relation to the rights of the Existing Lenders in respect of the said matters which shall accrue to the New Lender with effect from the date hereof; and

E) confirms, on the basis of the facts then known to it that the novation will not give rights to any requirement for any withholding or increased cost or other cost or expenses to the Borrower which would not be incurred by the Borrower if the novation did not take place.

5. The above confirmations and documents are given to and for the benefit of and made with each of the other parties to the Agreement.

6. Rights and/or Obligations to be Novated:The Existing Lender’s Available Commitment/Commitment to be novated `__________ and/or Loans to be novated `__________[fill up as appropriate].

7. This Novation Notice shall be governed by and construed in accordance with the laws of India.

For the Existing Lender

Name : ________________________By :__________________________Address:________________________Date: _______________

For New LenderName : _________________________By : ________________________Date: ________________Address _______________________

_______________________



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Agreed for and on behalf of itself as Lenders’ Agent and the other parties to the Common Loan Agreement and Financing Documents

Name : _________________________By : ________________________Date: _______________



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IN WITNESS WHEREOF the Borrower has caused its Common Seal to be affixed hereto and to the counter copies hereof on the date, month and year first hereinabove written and the Lenders, the Lenders’ Agent and the Security Trustee have caused the same to be executed by the hands of their respective authorized officials or attorney as hereinafter appearing.

THE COMMON SEAL OF CORPORATE ISPAT ALLOYS LIMITED has pursuant to the Resolutions of its Board of Directors passed in that behalf on ________ day of _________, 20__ hereunto been affixed in the presence of Mr.___________________________, __________________ who has signed these presents in token thereof.

SIGNED AND DELIVERED BY the within named Lender, AXIS BANK by the hand of Mr._________________________, its ________________________________ and authorized official.

SIGNED AND DELIVERED BY the within named Lender, KARUR VYSYA BANK by the hand of Mr.____________________________, its ______________________________ and authorized official.

SIGNED AND DELIVERED BY the within named Lender, PUNJAB NATIONAL BANK by the hand of Mr.____________________________, its ______________________________ and authorized official.



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SIGNED AND DELIVERED BY the within named Lender, PUNJAB AND SIND BANK by the hand of Mr.____________________________, its ______________________________ and authorized official.

SIGNED AND DELIVERED BY the within named Lender, STATE BANK OF HYDERABAD by the hand of Mr._______________________________, its ____________________________ and authorized official.

SIGNED AND DELIVERED BY the within named Lender, STATE BANK OF PATIALA by the hand of Mr._______________________________, its ____________________________ and authorized official.

SIGNED AND DELIVERED BY the within named Lender, UCO BANK by the hand of Mr.________________________, its ____________________________ and authorized official

SIGNED AND DELIVERED BY the within named Lenders’ Agent, AXIS BANK LIMITED by the hand of Mr.______________________________, its ____________________ and authorized official.



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SIGNED AND DELIVERED BY the within named Security Trustee, AXIS BANK LIMITED by the hand of Mr._________________________, its ________________________ and authorized official.



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CommonLoanAgreement -ExecutionVersion

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