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 400 021

Tel +91 22 6608 4000 Fax +91 22 6608 4050 Email mumbai@sjlaw.in
INDEX
ARTICLE I.....................................................................................................................4
DEFINITIONS AND INTERPRETATION.............................................................................4
1.1 DEFINITIONS............................................................................................................................4
ARTICLE – II................................................................................................................24
AGREEMENT AND TERMS OF LOANS...........................................................................24
2.1 AMOUNT OF LOANS ............................................................................................................24
2.2 PURPOSE..............................................................................................................24
2.3 AVAILABILITY........................................................................................................24
2.4 DRAWDOWN........................................................................................................24
2.5 MODE OF DRAWDOWN.........................................................................................30
2.6 UPFRONT FEE AND COMMITMENT FEE..................................................................30
2.7 IMPOSTS, COSTS AND CHARGES AND REIMBURSEMENT OF EXPENSES................31
2.8 INTEREST.............................................................................................................31
2.9 LIQUIDATED DAMAGES ON DEFAULT AMOUNTS...................................................33
2.10 COMPUTATION OF INTEREST AND OTHER CHARGES..........................................33
2.11 REPAYMENT........................................................................................................34
2.12 PREMATURE REPAYMENT....................................................................................34
2.13 DUE DATE OF PAYMENT......................................................................................35
2.14 PLACE AND MODE OF PAYMENT BY THE BORROWER..........................................35
2.15 APPROPRIATION OF PAYMENTS..........................................................................35
2.16 ADJUSTMENT OF OVERDUE.................................................................................36
2.17 SET-OFF AND COUNTERCLAIM............................................................................36
2.18 CANCELLATION OF LOANS..................................................................................36
2.19 UNDERTAKINGS BY THE MAJORITY SHAREHOLDER .............................................36
ARTICLE – III...............................................................................................................38
SECURITY...................................................................................................................38
3.1 SECURITY FOR THE SECURED OBLIGATIONS........................................................38
3.2 GOOD AND MARKETABLE TITLE............................................................................39
3.3 FURTHER / ADDITIONAL SECURITY.......................................................................39
ARTICLE – IV...............................................................................................................41
EFFECTIVENESS OF THE AGREEMENT AND.................................................................41
PRE-COMMITMENT CONDITIONS.................................................................................41
4.1 CONDITIONS PRECEDENT - EFFECTIVE DATE........................................................41
4.2 CONDITIONS PRECEDENT TO INITIAL DRAWDOWN...............................................42
4.3 CONDITIONS PRECEDENT TO ALL DRAWDOWNS..................................................47
ARTICLE – V................................................................................................................50
BORROWER’S REPRESENTATIONS AND WARRANTIES................................................50
5.1 CORPORATE STATUS ...........................................................................................50
5.2 CAPACITY.............................................................................................................50
5.3 NO VIOLATION......................................................................................................50
5.4 LITIGATION...........................................................................................................51
5.5 TAX RETURNS AND PAYMENTS.............................................................................51
5.6 COMPLIANCE WITH STATUTES..............................................................................51
5.7 CLEARANCES........................................................................................................51
5.8 MATERIAL ADVERSE EFFECT.................................................................................52
5.9 PROJECT DOCUMENTS..........................................................................................52
5.10 TITLE AND SECURITY DOCUMENTS.....................................................................52
5.11 DOCUMENTS VALID AND ENFORCEABLE ............................................................53
5.12 REGISTRATION AND FILING................................................................................53
5.13 AMENDMENTS TO TRANSACTION DOCUMENTS, NO DEFAULT.............................54
5.14 PROJECT BUDGETS.............................................................................................54
5.15 INSURANCE........................................................................................................55
5.16 LICENSES & INTELLECTUAL PROPERTY...............................................................55
5.17 IMMUNITY ..........................................................................................................55
5.18 UTILITY SERVICES...............................................................................................55
5.19 NO INDEBTEDNESS............................................................................................55
5.20 TRUE AND COMPLETE DISCLOSURE....................................................................55
5.21 NO POWERS OF ATTORNEY................................................................................56
5.22 INSOLVENCY.......................................................................................................56
5.23 NO CLAIMS AND LIABILITIES OTHER THAN THOSE DISCLOSED...........................56
ARTICLE VI.................................................................................................................57
CONDITONS APPLICABLE DURING CURRENCY OF THIS AGREEMENT...........................57
6.1 POSITIVE COVENANTS.........................................................................................57
6.1.1 Project Changes................................................................................................57
6.1.2 Contract Changes..............................................................................................57
6.1.3 Delay in Completing Project..............................................................................57
6.1.4 Contingency......................................................................................................57
6.1.5 Inspection.........................................................................................................57
6.1.6 Maintenance of Existence; Books and Records..................................................58
6.1.7 Compliance with Laws and Approvals................................................................59
6.1.8 Insurance by the Borrower................................................................................60
6.1.9 Taxes Duties, Fees and Proper Legal Form .......................................................63
6.1.10 Project Construction, Operation and Maintenance ..........................................63
6.1.11 Use of Proceeds...............................................................................................64
6.1.12 Completion of Project......................................................................................65
6.1.13 Performance of Transaction Documents and Additional Project Documents....66
6.1.14 Further Assurances, Additional Documents, Filings and Recordings................67
6.1.15 Replacement of Certain Project participants....................................................68
6.1.16 Property Rights...............................................................................................69
6.1.17 Working Capital Debt......................................................................................69
6.1.18 Safety Audit....................................................................................................69
6.1.19 Management...................................................................................................69
6.1.20 Information.....................................................................................................71
6.1.21 Maintenance of Accounts /Reserves................................................................77
6.1.22 Memorandum and Articles of Association........................................................78
6.1.23 Mutatis Mutantis..............................................................................................78
6.1.24 Remedy...........................................................................................................78
6.1.25 Environment, Health Safety & Social Requirements........................................79
6.2 NEGATIVE COVENANTS.......................................................................................79
6.2.1 Consolidation, Merger, Sale of Assets, Investments and Acquisitions................79
6.2.2 Capital Expenditure..........................................................................................80
6.2.3 Restricted Payments........................................................................................80
6.2.4 Security Interests.............................................................................................80
6.2.5 Amendment etc. of Transaction Documents......................................................81
6.2.6 Permitted Indebtedness...................................................................................81
6.2.7 Abandonment....................................................................................................82
6.2.8 Improper Use....................................................................................................82
6.2.9 Subordinated Debt............................................................................................82
6.2.10 Other Transactions..........................................................................................82
6.2.11 Scope of Project..............................................................................................82
6.2.12 New Project.....................................................................................................82
6.2.13 Premature Repayment....................................................................................83
6.2.14 Revaluation of Assets......................................................................................83
6.2.15 Existing Management/Remuneration...............................................................83
6.2.16 No Inequality or Preferential Treatment..........................................................83
6.2.17 Commission.....................................................................................................83
6.2.18 Alteration in Memorandum and Articles of Association....................................83
6.2.19 Disputes..........................................................................................................83
6.2.20 Opening of Other Bank Account......................................................................84
6.2.21 Assignment.....................................................................................................84
ARTICLE VII................................................................................................................85
EVENTS OF DEFAULT AND REMEDIES.........................................................................85
7.1 EVENTS OF DEFAULT...........................................................................................85
7.2 CONSEQUENCES OF DEFAULT.............................................................................90
7.3 OTHER CONSEQUENCES OF DEFAULT.................................................................91
7.4 EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTION.92
CANCELLATION..........................................................................................................94
8.1 AUTOMATIC CANCELLATION.................................................................................94
8.2 CANCELLATION BY THE LENDERS.........................................................................94
8.3 CANCELLATION BY THE BORROWER.....................................................................94
8.4 GENERAL PROVISIONS IN RESPECT OF CANCELLATION........................................94
ARTICLE IX...................................................................................................................................95
TAXES........................................................................................................................95
9.1 TAXES AND NET PAYMENTS.................................................................................95
9.2 TAX INDEMNITY....................................................................................................95
9.3 NOTIFICATION BY LENDERS.................................................................................96
9.4 NOTIFICATION BY BORROWER.............................................................................96
9.5 RECEIPT...............................................................................................................96
MISCELLANEOUS........................................................................................................97
10.1 BENEFIT OF AGREEMENT...................................................................................97
10.2 AUTHORISATION................................................................................................98
10.3 RIGHTS OF LENDERS’ AGENT AS LENDER..........................................................99
10.4 GOVERNING LAW AND JURISDICTION................................................................99
10.5 INDEMNITY........................................................................................................99
10.6 ACCOUNTS, CALCULATIONS AND EVIDENCE OF DEBT.....................................100
10.7 AMENDMENTS AND WAIVERS; PROCEDURE.....................................................100
10.8 SEVERABILITY..................................................................................................101
10.9 SURVIVAL........................................................................................................101
10.10 DELAY NOT TO IMPAIR THE RIGHTS OF THE LENDERS...................................101
10.11 NOTICES.........................................................................................................101
10.12 RIGHT OF SETOFF...........................................................................................102
10.13 DISCLOSURE OF INFORMATION......................................................................102
10.14 COUNTERPARTS.............................................................................................103
10.15 REPRESENTATION BY THE PARTIES................................................................104
SCHEDULE IA............................................................................................................105
PARTICULARS OF LENDERS......................................................................................105
SCHEDULE IB............................................................................................................107
PARTICULARS OF LENDERS & LOAN FACILITY...........................................................107
SCHEDULE II.............................................................................................................108
BRIEF DESCRIPTION OF PROJECT..............................................................................108
SCHEDULE III............................................................................................................109
PROJECT COST AND FINANCING PLAN......................................................................109
A. PROJECT COST......................................................................................................................109
B. FINANCING PLAN.................................................................................................................109
SCHEDULE IV............................................................................................................110
PARTICULARS OF APPLICABLE INTEREST RATES.......................................................110
SCHEDULE V............................................................................................................115
AMORTISATION SCHEDULE ......................................................................................115
SCHEDULE VI............................................................................................................117
LIST OF PROJECT DOCUMENTS.................................................................................117
ADDRESSES AND OTHER PARTICULARS FOR NOTICES AND COMMUNICATIONS.......118
SCHEDULE VIII..........................................................................................................118
FORMS.....................................................................................................................118
FORM NO. 1..............................................................................................................118
NOTICE OF DRAWAL AND DRAW DOWN CERTIFICATE..............................................118
Annexure I to the Notice of Drawal...........................................................................121
DRAW DOWN CERTIFICATE OF LENDERS’ INDEPENDENT ENGINEER.........................124
LENDING CONFIRMATION NOTICE............................................................................126
SCHEDULE IX............................................................................................................127
BASE CASE BUSINESS PLAN.....................................................................................127
SCHEDULE X............................................................................................................130
NOVATION DEED......................................................................................................130
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
AXIS as Lender
Security
Borrower and Lenders’ KVB PNB PSB SBH SBOP UCO
Trustee
Agent
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:
Amount in Rupees
Particulars
Crores
Equity Contribution 141.00
2
AXIS as Lender
Security
Trustee
Agent
Loans by the Lenders 329.00
Total 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:
AXIS as Lender
Security
Trustee
Agent
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.
4
AXIS as Lender
Security
Trustee
Agent
“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
5
AXIS as Lender
Security
Trustee
Agent
(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.
AXIS as Lender
Security
Trustee
Agent
“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.
AXIS as Lender
Security
Trustee
Agent
“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
8
AXIS as Lender
Security
Trustee
Agent
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.
AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
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Agent
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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AXIS as Lender
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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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AXIS as Lender
Security
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Agent
“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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AXIS as Lender
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Agent
“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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AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
“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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
(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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AXIS as Lender
Security
Trustee
Agent
ARTICLE – II
AGREEMENT 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 PURPOSE
The proceeds of all amounts borrowed by the Borrower hereunder shall be
applied in or towards the construction and development of the Project.
2.3 AVAILABILITY
Drawdown 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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
(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 Work

The 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 DRAWDOWN

All 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 Fee

The 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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AXIS as Lender
Security
Trustee
Agent
(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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AXIS as Lender
Security
Trustee
Agent
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 Interest

If 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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AXIS as Lender
Security
Trustee
Agent
(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 CHARGES

Interest, 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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AXIS as Lender
Security
Trustee
Agent
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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AXIS as Lender
Security
Trustee
Agent
(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 PAYMENT

If 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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AXIS as Lender
Security
Trustee
Agent
(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 OVERDUE

The 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 COUNTERCLAIM

All 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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AXIS as Lender
Security
Trustee
Agent
(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 LOANS

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,
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 Lenders
at the time of availing the Subordinate Loans.
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AXIS as Lender
Security
Trustee
Agent
ARTICLE – III
SECURITY
3.1 SECURITY FOR THE SECURED OBLIGATIONS

A) 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
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Security
Trustee
Agent
f) irrevocable and unconditional personal guarantee of Shri Manoj
Jayaswal.
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 TITLE

The 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 SECURITY

Pending 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
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Security
Trustee
Agent
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
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 DOCUMENTS

So 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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AXIS as Lender
Security
Trustee
Agent
ARTICLE – IV
EFFECTIVENESS OF THE AGREEMENT AND
PRE-COMMITMENT CONDITIONS
4.1 CONDITIONS PRECEDENT - EFFECTIVE DATE

This 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
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
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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Security
Trustee
Agent
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 DRAWDOWN

The 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 actions
The 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 Contribution

The 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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AXIS as Lender
Security
Trustee
Agent
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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Security
Trustee
Agent
(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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AXIS as Lender
Security
Trustee
Agent
(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 Documents

The 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 Lenders

The 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) Insurance
The 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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Security
Trustee
Agent
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 Borrower

The 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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AXIS as Lender
Security
Trustee
Agent
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 DRAWDOWNS

The 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 Warranties
No 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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Agent
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 Contribution
The 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) Fees
The 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 Litigation
The 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 Conditions
The 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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Security
Trustee
Agent
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 LIE
The 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 Contractors
The 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) Clearances
The 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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Security
Trustee
Agent
ARTICLE – V
BORROWER’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 VIOLATION
Neither 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 LITIGATION
There 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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Agent
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 EFFECT

There 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 DOCUMENTS

The 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
(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 FILING

Except 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 INSURANCE
The 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 PROPERTY

The 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 SERVICES

All 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 INDEBTEDNESS
As 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 ATTORNEY

The 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 INSOLVENCY
The 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

DISCLOSED
The 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 VI
CONDITONS APPLICABLE DURING CURRENCY OF THIS
AGREEMENT
6.1 POSITIVE COVENANTS

During the currency of the Loan, the Borrower agrees to abide by and
ensure continued compliance of the following:
6.1.1 Project Changes

The 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 Changes

The Borrower shall obtain prior concurrence of the Lenders to any
material modification or cancellation or termination or repudiation of the
6.1.3 Delay in Completing Project

The 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 Contingency
The 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 Inspection
The 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
(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 Policies
The 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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Agent
(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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Agent
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 Rights

The 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 Debt

The 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 Audit

The 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 Information
The 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 Statements

As 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 Default

Concurrently 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 Proceedings

Promptly, 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 Process
The 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

Maintenance
The 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 Damage

The 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 Default

Promptly, 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 Policies
The 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 Performance

The 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 Investments

Concurrently 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 Documents

In 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 Notices

Promptly, 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 rating

The 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 Lenders

The 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 Guarantors

The 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 Association

The 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 Mutantis

The 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 Remedy
The 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 Requirements

The 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 COVENANTS

The 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 Expenditure

The 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 Payments

The 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 Interests

The 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 Documents

The 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 Indebtedness

The 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 Abandonment
The Borrower shall not Abandon or agree to Abandon the Project.
6.2.8 Improper Use

The 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 Transactions

Except 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 Project

The 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 Project

The 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 Repayment
Except 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 Assets

Other 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/Remuneration

Unless 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 Treatment

The 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 Commission
The 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 Association

The 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 Disputes
The 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 Account

The 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 Assignment
Other 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 Board

The 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 Activity

The Borrower shall not undertake any trading activity other than the sale
of products manufactured/produced at its facilities.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
7.1 EVENTS OF DEFAULT

For 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 Conditions

If 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 Information

Any 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 Debts

The 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 Interest
The 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 Assets

The 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 Borrower

The 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 Liquidator

A 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 Circumstances

Any 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 Project

The 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 Documents

This 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 Effect

One 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
(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
(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 DEFAULT

On 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 DEFAULT

On 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 Director
The 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 management

The 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 Conditions

The 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 COLLECTION
All 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 VIII
CANCELLATION
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 CANCELLATION

The 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 LENDERS

The 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 BORROWER

The 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 IX
TAXES
9.1 TAXES AND NET PAYMENTS

All 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 INDEMNITY

Without 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 LENDERS
The 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 BORROWER

If 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 RECEIPT
The 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 X
MISCELLANEOUS
10.1 BENEFIT OF AGREEMENT

This 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 LENDER
With 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 JURISDICTION

This 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 INDEMNITY
The 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 DEBT

a) 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 SEVERABILITY
Any 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 SURVIVAL
This 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 LENDERS

No 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 NOTICES
Except 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 SETOFF

In 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 INFORMATION

The 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; and
c. 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 COUNTERPARTS
This 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 PARTIES
Each 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 IA
PARTICULARS 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”, 13th 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
----------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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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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Agent
SCHEDULE IB
PARTICULARS OF LENDERS & LOAN FACILITY
NAME OF THE AMOUNT OF LC FACILITY

LENDER COMMITMENT OF
EACH LENDER FOR
LOAN FACILITY IN
RUPEES CRORES
(1) (2) (3)
AXIS 50.00 25.00
KVB 50.00
PNB 75.00
PSB 29.00
SBH 50.00
SBOP 25.00
UCO 50.00
TOTAL 329.00 25.00
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SCHEDULE II
BRIEF 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 III
PROJECT 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 94.00
Building and civil construction 24.00
Plant and Machinery
Coal Handling Plant 105.00
Coal Washery 53.00
Others 34.00
Total Hard Cost (A) 310.00
Contingency 15.00
Preliminary and Preoperative Expenses 77.00
Interest during construction 59.00
Margin Money for Working Capital 08.00
Total Soft Cost (B) 159.00
Total Project Cost (A+B) 470.00
B. FINANCING PLAN
The Project is proposed to be financed in the following manner:
Source of fund Amount Total Amount
[` Crores] [` Crores]
Project Equity Capital (A): 141.00
Equity Contributions 141.00
Sub-total (A) 141.00
Loan (B): 329.00

AXIS 50.00
KVB 50.00
PNB 75.00
PSB 29.00
SBH 50.00
SBOP 25.00
UCO 50.00
Grand Total (A+B) 470.00
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SCHEDULE IV
PARTICULARS OF APPLICABLE INTEREST RATES
NAME OF APPLICABLE INTEREST RATE PER ANNUM

THE
LENDER
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:
KVB plus interest spread of 3.5% (three point five percent).

Date to Base Rate of KVB plus such interest spread as may be
determined by KVB on any Interest Reset Date and unless the
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).

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Trustee
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THE
LENDER

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:
PSB plus interest spread of 4.05% (four point zero five percent).

Date to Base Rate of PSB plus such interest spread as may be
determined by PSB on any Interest Reset Date and unless the
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:
SBH plus interest spread of 4.5% (four point five percent).

Date to Base Rate of SBH plus such interest spread as may be
determined by SBH on any Interest Reset Date and unless the
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:
SBOP plus interest spread of 4.50% (four point five percent).
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THE
LENDER

Date to Base Rate of SBOP plus such interest spread as may be
determined by SBOP on any Interest Reset Date and unless the
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:
UCO plus interest spread of 4% (four percent).

Date to Base Rate of UCO plus such interest spread as may be
determined by UCO on any Interest Reset Date and unless the
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
(a) its Base Rate as applicable, at the first instance; and
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(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 Loan Interest rate of the Applicable Interest Rate Amount

of (Amount Lender as per the calculated as per Sch. IV of
the outstanding rate stated (Highest interest rate of Interest
Lende ) against its name any other Lender if any for
r in Schedule IV for for Lenders) for period period
period from ___ from ___ to ____ from
to ____ ___ 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
communication received by the Borrower with regard to the change in Applicable
Interest Rate.
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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.
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SCHEDULE V
AMORTISATION 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, 2021 150.000 150.000 87.000 225.000 150.000 75.000 150.000 987.000
115 225.000 150.000 75.000 150.000 987.000
150.000 150.000 87.000
36 January 1, 2022
AXIS as
Lender and Security
Borrower KVB PNB PSB SBH SB UCO
Lenders’ Trustee
Agent
Installment
No. Repayment Date Axis KVB PSB PNB SBH SBP UCO TOTAL
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
Total 5000.000 5000.000 2900.000 7500.000 5000.000 2500.000 5000.000 32900.000
* 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.
116
AXIS as
Lender and Security
Borrower KVB PNB PSB SBH SB UCO
Lenders’ Trustee
Agent
SCHEDULE VI
LIST OF PROJECT DOCUMENTS
S.No. Contract Description

1. Fuel Supply Agreement;
2. EPC Contract(s);
3. Mining Lease Agreement;
4. Mining Contract;
5. O & M Contract (if any);
6. Insurance Contracts; and
7. 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.
117
AXIS as Lender
Security
Trustee
Agent
SCHEDULE VII
ADDRESSES AND OTHER PARTICULARS FOR NOTICES AND
COMMUNICATIONS
For the Borrower
For the Lenders

SCHEDULE VIII
FORMS
FORM NO. 1
NOTICE OF DRAWAL AND DRAW DOWN CERTIFICATE
To: ____ as Lenders’ Agent

Cc: 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 Amount Outstanding Total amount Outstanding Balance
of the of Loan Loan till the of Drawdowns Loans after Available
Lender Facility issue of this requested the Proposed Commitment
sanctioned Notice (` in during the Drawdown (` after the
(` in crores) quarter (` in in crores) Proposed
crores) crores) from Drawdowns
each Lender (` in crores)
AXIS 50.00
KVB 50.00
PNB 75.00
PSB 29.00
SBH 50.00
SBOP 25.00
UCO 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
writing.
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 Drawal
Position as on [Insert preceding month end Date] furnished by the company:
In Rupees crores
Particulars Total Total Expense Expense in % Expense as a

Construct Annual incurred till of Total % of annual
ion Construction [Insert Construction budget #
Budget Budget Previous Budget
Period]
Land
Building and civil
construction
Plant and
Machinery
Coal Handling
Plant
Coal Washery
Others
Contingency
Preliminary and
Preoperative
Expenses
Interest during
construction
Margin 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 disbursed
Total availability of funds
Cumulative 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
Plant and Machinery
Coal Handling Plant
Coal Washery
3 Others
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 Drawal
Compliance of conditions contained in Article 4.2 (applicable only for Initial
Drawdown)
Paragraph Conditions precedent for each Drawdown Status Remarks
of Article
4.2
a Project Site
b Corporate Actions
c Equity Contribution
d Trust and Retention Arrangement & Setting Up
Retention Accounts
e Contracts/Mining Contractor
f Clearances
g Opinions/Reports on Project Documents and
other matters
h Execution of Financing Documents
i Other Documents
j NOC of the Existing Lenders
k Insurance
l Undertakings and agreements of the Borrower
m Fund Requirement for DRI Plant/Power Plant
n Payment Mechanism for Supply of Coal
Compliance of conditions contained in Article 4.3
Paragra Conditions precedent for each Drawdown Status Remarks

ph of
Article
4.3
a Request for Drawdown
b Potential Event of Default; Event of Defaults;
Representation and Warranties
c Equity Contribution
d Fees
e No Other Obligations
f Absence of Litigation
g Compliance/Fulfilment of Waived or Deferred Pre
Initial Drawdown or other Conditions
h Detailed Review of the Progress
i Report by LIE
j Appointment of Contractors
k Clearances
FORM NO. 2
DRAW DOWN CERTIFICATE OF LENDERS’ INDEPENDENT
ENGINEER
To: ____ as Lenders’ Agent
Cc: Lenders
Draw down Certificate of the Lenders’ Independent Engineer

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. 3
LENDING CONFIRMATION NOTICE
To: Lenders
Cc: Corporate Ispat Alloys Limited
Lending Confirmation Notice
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 IX
BASE CASE BUSINESS PLAN
Profit and Loss Account

(` crores)
FY ending March 31st 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Coal Transfer / Sale to PP-Phase 1 173.11 202.89 213.04 223.69 234.87 246.62 258.95 271.90 285.49 299.77 314.75 330.49
Sale of Excess Middling in the Open Market 15.96 - - - - - - - - - - -
Coal Transfer / Sale to Dolchar Based Power
1.92 2.11 2.21 2.32 2.44 2.56 2.69 2.82 2.96 3.11 3.27 3.43
Plant
Coal Transfer / Sale to Sponge Iron 61.61 66.05 69.35 72.82 76.46 80.28 84.30 88.51 92.94 97.58 102.46 107.58
Sale of Rejects - - - - - - - - - - - -
Total Sales: 252.61 271.05 284.60 298.83 313.77 329.46 345.93 363.23 381.39 400.46 420.48 441.51
Recovery of Taxes 33.97 35.33 35.98 36.66 37.37 38.12 38.91 39.74 40.60 41.52 42.47 43.48
Int. 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 29.43
Total 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 99.20 104.16 109.37 114.84 120.58 126.61
Cost of Mining 20.46 21.96 23.06 24.21 25.42 26.69 28.02 29.43 30.90 32.44 34.06 35.77
Overhead Cost 27.30 28.01 28.74 29.19 30.64 32.18 33.79 35.47 37.25 39.11 41.07 43.12
Cost 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 46.50
Statutory Expenses (Royalty, SED and Env.
34.59 35.97 36.62 37.30 38.01 38.76 39.55 40.38 41.24 42.16 43.11 44.12
Cost)
Administrative Cost 3.52 3.70 3.89 4.09 4.28 4.50 4.72 4.97 5.21 5.47 5.74 6.05
Colony Maintenance 0.12 0.12 0.13 0.14 0.14 0.15 0.16 0.17 0.17 0.18 0.19 0.20
Rent 0.009 0.010 0.010 0.011 0.011 0.012 0.013 0.013 0.014 0.015 0.015 0.016
Misc. Expenses 15.14 16.25 17.06 17.91 18.81 19.75 20.74 21.77 22.86 24.01 25.21 26.47
CHP Maintence 2.55 2.68 2.81 2.96 3.10 3.26 3.42 3.60 3.77 3.96 4.16 4.38
Total 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
EBDIT 71.18 85.69 95.71 108.27 116.23 123.94 132.00 140.39 149.28 158.80 168.54 181.19
Interest 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 1.34
Int. on Working Capital Loan 127 2.87 2.95 3.05 3.14 3.28 3.43 3.59 3.76 3.92 4.10 4.29 4.50
AXIS as Lender and Lenders’

Borrower KVB PNB PSB SBH SBOP UCO Security Trustee
Agent
EBDT 27.15 42.50 54.58 69.73 80.74 91.38 102.47 114.34 127.65 141.93 156.42 175.35
Depreciation 17.32 17.32 17.32 17.37 17.32 17.32 17.32 17.37 17.32 17.32 17.32 17.37
Amortization-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 2.46
PBT 7.37 22.73 34.80 49.91 60.96 71.61 82.70 94.52 107.88 122.16 136.65 155.53
Less: Income Tax 1.25 3.86 5.92 8.48 - 20.09 27.20 32.22 37.58 43.15 48.69 55.65
Less: 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)
Liabilities
Equity 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14 141.14
General / Profit Reserves (5.45) 4.40 26.45 62.91 120.47 169.93 224.52 286.91 358.12 438.76 528.96 631.62
Senior Debt 329.33 314.51 294.75 270.05 245.35 220.65 194.31 161.37 121.85 82.33 42.81 0.00
Sub 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 35.91
Deferred Tax 11.56 20.58 27.42 32.39 35.79 37.85 38.75 38.66 37.74 36.11 33.86 31.08
Total Liabilities 499.53 504.25 514.17 531.58 569.00 597.01 627.41 658.07 690.24 731.17 781.13 839.76
Assets
Gross Fixed Assets 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58 355.58
Less: Accumulated Depreciation 17.32 34.64 51.96 69.32 86.64 103.96 121.28 138.64 155.96 173.28 190.60 207.97
Net Block 338.26 320.94 303.62 286.25 268.93 251.62 234.30 216.93 199.61 182.29 164.98 147.61
Current Assets 30.58 31.49 32.54 33.45 35.00 36.58 38.25 39.97 41.84 43.77 45.80 47.89
Cash 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 77.78
Cash in Bank - 20.20 47.69 85.56 142.76 189.71 236.67 284.30 336.86 398.11 445.96 566.48
Total 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

(` crores)
Sources of Cash
128

Agent
Cash Profit 25.89 38.64 48.66 61.25 80.74 71.29 75.27 82.12 90.07 98.78 107.73 119.70
Add: 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 1.56
Total Cash Inflow 48.83 39.32 49.46 61.93 81.89 72.49 76.52 83.41 91.47 100.23 109.25 121.27
Applications of Cash
Capex Payments - - - - - - - - - - - -
Sr. Debt Repayment - 14.82 19.76 24.70 24.70 24.70 26.35 32.93 39.52 39.52 39.52 42.81
Sub. Debt Repayment - - - - - - - - - - - -
Increase / (Decrease) Net Current
30.58 0.91 1.06 0.91 1.54 1.59 1.67 1.72 1.87 1.93 2.03 2.09
Assets
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 44.90
Cash 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 76.37
Opening Cash 7.65 - 20.20 47.69 85.56 142.76 189.71 236.67 284.30 336.86 398.11 445.96
Addition 18.25 23.59 28.64 36.32 55.65 46.20 48.50 48.76 50.08 58.77 67.70 76.37
Cash Available before DSRA 25.89 23.59 48.84 84.01 141.21 188.96 238.21 285.43 334.38 395.63 465.81 522.33
Transfer 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
129

Agent
SCHEDULE X
NOVATION DEED
To,
_________ as the Lenders’ Agent
&
Corporate Ispat Alloys Limited,
(Insert address of the Borrower)
Corporate Ispat Alloys Limited – Common Loan Agreement

dated ______________ (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:
130
AXIS as Lender
Security
Trustee
Agent
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 Lender

Name : _________________________
By : ________________________
Date: ________________
Address _______________________
_______________________
131
AXIS as Lender
Security
Trustee
Agent
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: _______________
132
AXIS as Lender
Security
Trustee
Agent
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.

within named Lender, KARUR VYSYA
BANK by the hand of
Mr.____________________________, its
______________________________ and
authorized official.

within named Lender, PUNJAB
NATIONAL BANK by the hand of
Mr.____________________________, its
______________________________ and
133
AXIS as Lender
Security
Trustee
Agent
within named Lender, PUNJAB AND
SIND BANK by the hand of
Mr.____________________________, its
______________________________ and

within named Lender, STATE BANK OF
HYDERABAD by the hand of
Mr._______________________________,
its ____________________________ and

within named Lender, STATE BANK OF
PATIALA by the hand of
Mr._______________________________,
its ____________________________ and

within named Lender, UCO BANK by the
hand of Mr.________________________,
its ____________________________ and
authorized official

within named Lenders’ Agent, AXIS
BANK LIMITED by the hand of
Mr.______________________________,
its ____________________ and authorized
official.
134
AXIS as Lender
Security
Trustee
Agent
SIGNED AND DELIVERED BY the within
named Security Trustee, AXIS BANK
LIMITED by the hand of
Mr._________________________, its
________________________ and authorized
official.
135
AXIS as Lender
Security
Trustee
Agent

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COMMON LOAN AGREEMENT

BANKS AND FINANCIAL INSTITUIONS AS SET FORTH IN

AXIS BANK LTD

AXIS BANK LTD

(DEVELOPMENT OF ---------- MPTA CAPTIVE COAL MINE AND

Dated this _____ day of ________, 2010

44B Nariman Bhavan Nariman Point Mumbai 400 021

THIS COMMON LOAN AGREEMENT

------BANK LIMITED., a company incorporated under the Companies Act,

A. The Borrower proposes to:

B. The total cost of construction and development of the Project is estimated

C. In order to implement the Project, the Borrower has approached the

E. Pursuant to the aforesaid, the Borrower has drawndown an aggregate amount of

The Parties in consideration of the mutual covenants and agreements hereinafter

DEFINITIONS AND INTERPRETATION

“Abandonment” shall mean giving up of the Project by the Borrower

“Acquired Project Site” shall mean land admeasuring about ---------

“Additional Project Documents” shall have the meaning assigned to it

“Agreement” shall mean this Common Loan Agreement including the

“Amortization Schedule” shall mean Schedule V hereto being the

“Applicable Interest Rate” shall mean at any relevant time, and in

“Auditor(s)” shall mean such firm of chartered accountants as the

“Authorised Officer” with respect to any Person and in the context of

“Available Commitment” means at anytime, in relation to each Lender

“Availability Period” shall mean with respect to the Lender(s), the

“Base Rate” shall in relation to each Lender in respect of the amount of

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

“Business Day” shall mean:

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

“Clearances” shall mean any consent, license, approval, registration,

“Coal Handling Plant” shall have the meaning as provided under

“Coal Washery” shall have the meaning as provided under paragraph

“Commercial Operation Date” or “COD” shall mean the date on which

“Commitment(s)” shall mean to the extent not suspended or cancelled

“Companies Act” shall mean the (Indian) Companies Act, 1956 as

“Construction Fund Account” shall have the meaning ascribed to it

“Construction Progress Report” shall mean the construction progress

“Contingency” means an aggregate amount of `15,00,00,000 (Rupees

“Corporate Power Limited” shall mean a company registered under the

“Debt Recovery Tribunal” shall have the meaning specified in The

“Debt Service Reserve” or “DSR” shall mean the reserve to be created

“Debt Service Reserve Account” or “DSRA” shall have the meaning

“Default” shall mean any event, circumstance, act, omission or condition

“Distribution Sub-Account” means a sub-account designated as such

“Drawdown(s)” shall mean disbursement by way of term loan pursuant

“Drawdown Certificate” shall have the meaning ascribed to such term in

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

“Drawdown Schedule” shall have the meaning ascribed to it under

“Drawstop Notice” shall mean a notice issued by any of the Lender(s) as

“DSCR” or Debt Service Coverage Ratio” shall mean, in respect of any

“Environmental Law” shall mean any statute, law, rule, regulation,

“EPC Contract(s)” shall mean the contracts entered/to be entered into by

“Equity Contributions” shall mean, at any time, the aggregate of the

“Fiscal Year” or “fiscal year” shall mean the accounting period

“Fixed Assets” shall mean the land, building other immoveable

“Fuel Supply Agreement” shall mean the agreement entered/to be

“GOJ” shall mean the State Government of Jharkhand.

“Government” shall mean to include Government of India (“GOI”) or

“Government Authority” shall mean any governmental department,

“Indian GAAP” shall mean generally accepted accounting principles in

“Initial Drawdown” shall mean the first Drawdown by the Borrower of

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

Dated this _ day of ____, 2010