Exhibit 4.52
 DATED JUNE 29, 2009
 US$140,000,000
TERM LOAN FACILITY AGREEMENT
 AMONG
 STERLITE ENERGY LIMITED
as Borrower
 AND
 INDIA INFRASTRUCTURE FINANCE (UK) COMPANY LIMITED
as Lender
 AND
 STATE BANK OF INDIA
As Facility Agent
 
 Amarchand & Mangaldas & Suresh A. Shroff & Co.
Advocates & Solicitors




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TABLE OF CONTENTS
 CLAUSE 1  INTERPRETATION
    
    
    2CLAUSE 2  THE FACILITY
    
    
    28CLAUSE 3  PURPOSE
    
    
    29CLAUSE 4  CONDITIONS PRECEDENT
    
    
    30CLAUSE 5  UTILISATION
    
    
    32CLAUSE 6  REPAYMENT
    
    
    37CLAUSE 7  PREPAYMENT AND CANCELLATION
    
    
    39CLAUSE 8  COSTS OF UTILISATION
    
    
    42CLAUSE 9  INTEREST RESET
    
    
    45CLAUSE 10  BREAK COSTS
    
    
    46CLAUSE 11  ADDITIONAL PAYMENT OBLIGATIONS
    
    
    47CLAUSE 12  INCREASED COST
    
    
    51CLAUSE 13  OTHER INDEMNITIES
    
    
    53CLAUSE 14  MITIGATION BY THE LENDER
    
    
    54CLAUSE 15  COSTS AND EXPENSES
    
    
    55CLAUSE 16  REPRESENTATIONS AND WARRANTIES
    
    
    57CLAUSE 17  INFORMATION UNDERTAKINGS
    
    
    70CLAUSE 18  GENERAL UNDERTAKINGS
    
    
    75CLAUSE 19  NEGATIVE COVENANTS
    
    
    92CLAUSE 20  EVENTS OF DEFAULT
    
    
    97CLAUSE 21  CHANGES TO THE LENDER
    
    
    104CLAUSE 22  CHANGES TO THE BORROWER
    
    
    107CLAUSE 23  CONDUCT OF BUSINESS BY LENDER
    
    
    108CLAUSE 24  ADMINISTRATION
    
    
    109CLAUSE 25  SET OFF
    
    
    110CLAUSE 26  NOTICES
    
    
    111CLAUSE 27  CALCULATIONS AND CERTIFICATES
    
    
    114CLAUSE 28  CONFIDENTIALITY
    
    
    115CLAUSE 29  PARTIAL INVALIDITY
    
    
    116CLAUSE 30  REMEDIES AND WAIVERS
    
    
    117
 (i)




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CLAUSE 31  AMENDMENTS AND WAIVERS
    
    
    118CLAUSE 32  COUNTERPARTS
    
    
    119CLAUSE 33  GOVERNING LAW
    
    
    120CLAUSE 34  ENFORCEMENT
    
    
    121CLAUSE 35  CONDITIONS OF OTHER FINANCE PARTIES
    
    
    123SCHEDULE 1
    
    
    124CONDITIONS PRECEDENT
    
    
    124SCHEDULE 2
    
    
    141REQUESTS
    
    
    141SCHEDULE 3
    
    
    143FORM OF TRANSFER CERTIFICATE
    
    
    143SCHEDULE 4
    
    
    145BASE CASE
    
    
    145SCHEDULE 5
    
    
    149CLEARANCES
    
    
    149SCHEDULE 6
    
    
    151LENDERS ENGINEER SCOPE OF WORK
    
    
    151SCHEDULE 7
    
    
    162REPAYMENT SCHEDULE
    
    
    162SCHEDULE 8
    
    
    164ESTIMATED PROJECT COSTS
    
    
    164SCHEDULE 9
    
    
    165FINANCING PLAN
    
    
    165SCHEDULE 10
    
    
    166MAJOR PROJECT DOCUMENTS
    
    
    166SCHEDULE 11
    
    
    168CONSTRUCTION BUDGET
    
    
    168SCHEDULE 12
    
    
    169NOMINEE DIRECTORS
    
    
    169
 (ii)




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1.
    
    STERLITE ENERGY LIMITED, a company incorporated in India under the Companies
Act, 1956, with its registered office at SIPCOT Industrial Complex, Madurai
By Pass Road, T V Puram, P O Tuticorin, Tamil Nadu  628002 (the Borrower);2.
    
    INDIA INFRASTRUCTURE FINANCE (UK) COMPANY LIMITED, incorporated with the
Companies House for England and Wales under the UK Companies Act 1985, with
Company No. 6496661, having its registered office at 87 Gresham St. London
EC2V7NQ (the Lender); and3.
    
    STATE BANK OF INDIA, a body corporate constituted under the State Bank of
India Act, 1955 with its Corporate Centre at Project Finance SBU, State Bank
Bhavan, Madame Cama Road, Mumbai- 400 021 acting as the facility agent for
the Lender (the Facility Agent).
 
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CLAUSE 1  INTERPRETATION
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsFor the purpose of this Agreement, the following terms shall have the following meanings:Abandonment means the cessation of performance of obligations by the Borrower in respect
of the whole or any material part of the Project for reasons other than Force Majeure or
scheduled outage for a continuous period of fifteen (15) days. For this purpose, but
without limitation to the generality of the foregoing, the Borrower shall be deemed to have
abandoned the Project if it shall make or fail to make a decision, or shall take or fail to
take any action clearly indicating the cessation of performance by it of its obligations in
respect of the Project for reasons other than Force Majeure. Abandonshall be construed
accordingly.Account Bank shall have the meaning specified in the Trust and Retention Account
Agreement.Additional Interest shall have the meaning given to it in Clause 8.6 of this Agreement.Additional Loans shall mean the amounts to be borrowed by the Borrower by way of External
Commercial Borrowings/ borrowings from export credit agency/foreign currency loans/domestic
bonds, as permitted under the terms of the Common Rupee Loan Agreement.Adverse Change means any change which has had or which is likely to have a Material
Adverse Effect.Affiliates means in relation to any party, a Person that controls, is controlled by or is
under the common control with such party.Annual Budget has the meaning specified in Clause 18.23.1 (i) (A).Annual Operating Plan has the meaning specified in Clause 18.23.2(iii).Applicable Law means, any statute, law, regulation, ordinance, rule, judgment, rule of
law, order, decree, clearance, approval, directive, guideline, policy, requirement, or
other governmental restriction or any similar form of decision, or determination by, or any
interpretation or administration of any of the foregoing by, any statutory or regulatory
authority whether in effect as of the date of this
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Agreement or thereafter and in each case
as amended, and includes without limitation the ECB Guidelines.
 Audited Annual Financial Statements
 Auditor(s)
 Auditors Certificate Provision Dates
 Authorized Officer
 Availability Period
 Available Facility
 Base Case
 Board or Board of Directors
 Borrower
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Break Costs
 (a)
    
    the additional interest which the Lender would have received for the period
from the date of repayment or prepayment of all or any part of its Loan or Unpaid Sum
to the last day of the current Interest Period in respect
of the Loan or Unpaid Sum, had the principal amount of the Loan or Unpaid Sum
received been paid on the last day of that Interest Period;
  (b)
    
    the amount which the Lender would be able to obtain by placing an amount
equal to the principal amount of the Loan or Unpaid Sum received by it on deposit with
a leading bank in the Relevant Interbank Market for a period starting on the Business
Day following receipt or recovery and ending on the last day of the current Interest
Period.
 Business Day
 (a)
    
    in relation to the first and last day of an Interest Period and any other day
for payment of principal, interest or an Unpaid Sum which is denominated in US
Dollars, which is a London Business Day and on which banks are open for general
business in London, England and Mumbai, India;(b)
    
    in relation to any day for payment of any other amount (not being principal,
interest or an Unpaid Sum), on which banks are open for general business in London,
England and Mumbai, India; and(c)
    
    in relation to any other day, on which banks are open for general business in
London, England and Mumbai, India.
 Care and Maintenance
 Change in Law
 (a)
    
    the enactment, bringing into effect, adoption, promulgation, amendment,
modification or repeal, after the date of this Agreement, of any statute, decree,
ordinance or other law, regulation, notice, circular, code, policy, rule or direction
by any Governmental Agency; or(b)
    
    a change in its interpretation by a competent court of law, tribunal,
government or statutory authority or any of the above regulations; or(c)
    
    a change in any consent, approval or license available or obtained for the
transmission and evacuation of power from the Project by the Borrower; or
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(d)
    
    any change in charges for the transmission and evacuation of power from the
Project, that results in any change in the Borrowers revenue or costs directly
attributable to the Project being decreased or increased, including without
limitation, with respect to income tax or any tax or surcharge or cess levied on the
sale of electricity by the GOI.
 Clearances
 Coal Blocks
 Coal Investment JV Drawdown
 Coal Transportation Agreements
 Commitment
 Common Rupee Loan Agreement
 Companies Act
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Consent(s) to Assignment
 Construction Budget
 Contested in Good Faith
 Contingency
 Cost Overrun(s)
 Date of Commercial Operation
 Debt
 Debt Service Coverage Ratio or DSCR
 (i)
    
    the aggregate of: (a) profit after tax (excluding non cash adjustments, if
any) for that period; (b) depreciation for such period; (c) interest, Letter of
Comfort fees and letter of commitment commission payable for such period; (d)
financing costs payable for such period; and (e) deferred tax liability;
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(ii)
    
    an amount equal to the sum of interest, Letter of Comfort fees, letter of
commitment commission and financing costs payable and the Repayment Instalment to be
paid for that period under this Agreement and the Common Rupee Loan Agreement (but
excluding the Foreign Currency Bullet Repayment Amount and the Rupee Bullet Repayment
Amount and not excluding the eight (8) Repayment Instalments payable after the payment
of the Foreign Currency Bullet Repayment Amount).
  Deed of Hypothecation
 Default Interest Default Interest
 Default Rate
 Directors
 Discharged Rights and Obligations Procedure
for transfer).
 Dispute Jurisdiction
 Distribution Account
 Drawdown Schedule Commitment Fee
 Drawdown Schedule Period
 Drawstop Notice Drawstop Notices
 Due Date
 (i)
    
    Repayment Instalments, the date on which the Repayment Instalment falls due
as stipulated in the Repayment Schedule;(ii)
    
    interest, the Interest Payment Date; and
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(iii)
    
    any other amount payable under the Finance Documents, the date on which such
amount falls due in terms of the Finance Documents.
 ECB Guidelines
 Environment
 (a)
    
    air (including air within natural or man-made structures, whether above or
below ground);(b)
    
    water (including territorial, coastal and inland waters, water under or
within land and water in drains and sewers); and(c)
    
    land (including land under water).
 Environmental Consultant EC Environment and Social Monitoring and Review
 Environmental Law
 (i)
    
    have as a purpose or effect the protection of, and/or prevention of harm or
damage to, the Environment;(ii)
    
    provide remedies or compensation for harm or damage to the Environment; or(iii)
    
    relate to Hazardous Substances or health and safety matters.
 EPCG Scheme
 Equity
 Equipment and Machinery
 Equity Interest
 ESMR Environment and Social Monitoring
Review
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Estimated Project Cost(s)
 Event of Default Events
of Default
 External Commercial Borrowings
 Existing Lender Assignments and Transfer by the
Lender
 Facility The Facility
 Facility Agent
 Facility Agent Agreement
 Facility Office
 Fee Letter
 Final Completion
 (i)
    
    Final acceptance under the Project Documents has occurred and the Project is
operating in accordance with the obligations of the Borrower under the relevant
Project Documents;(ii)
    
    The Lenders Engineer certifies that the Scope of Work (including all punch
list items under Project Documents) has been completed and all Clearances required to
construct, operate and maintain the Project have been obtained;(iii)
    
    (A) the Borrower has delivered to the Facility Agent a completion
certificate in such form as may be agreed upon by the parties hereto (the Borrower
Completion Certificate), signed by an Authorized Officer of the Borrower, certifying
that the requirements set forth in paragraphs (i) and (ii) above have been satisfied,
and (B) the Lenders Engineer has countersigned the Borrower Completion Certificate
confirming that the requirements set forth in paragraphs (i) and (ii) above have been
satisfied.
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Finance Documents
 (a)
    
    This Agreement;(b)
    
    Common Rupee Loan Agreement;(c)
    
    Trust and Retention Account Agreement;(d)
    
    Intercreditor Agreement;(e)
    
    Borrowers confirmation letter in respect of the Intercreditor Agreement;(f)
    
    Sponsor Support Agreement;(g)
    
    Facility Agent Agreement;(h)
    
    Security Documents; and(i)
    
    Any other agreement for financing designated as a Finance Document by the
Lender.
 Final Settlement Date
 Financial Close Conditions Precedent to First
Utilization Conditions Precedent to First Utilization Conditions Precedent to Each Utilization
 Financial Indebtedness
 (a)
    
    moneys borrowed;(b)
    
    any amount raised pursuant to any note purchase facility or the issue of
bonds, notes, debentures, loan stock or any similar instrument;(c)
    
    the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with applicable GAAP, be treated as a finance or capital
lease;(d)
    
    receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis);(e)
    
    any derivative transaction entered into in connection with protection against
or benefit from fluctuation in any rate or price (and, when calculating the value
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of
any derivative transaction, only the marked to market value shall be taken into
account);
 (f)
    
    shares which are expressed to be redeemable prior to the final Repayment Date
of the Facility;(g)
    
    any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a bank or
financial institution; and(h)
    
    the amount of any liability in respect of any guarantee or indemnity for any
of the items referred to in paragraphs (a) to (g) above (without double counting).
 Financing Plan
 First Currency Currency indemnity)
 First Utilisation
 Fiscal Year st st
 Force Majeure
 Foreign Currency Account
 Foreign Currency Bullet Repayment Amount
 Fuel Supply Agreements
 GAAP
 GOI
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Governmental Agency
 Government of Orissa
 GRIDCO PPA
 Hazardous Substance
 Hedging Plan
 IFRS
 Increased Costs Increased Costs)
 Indenture of Mortgage
 India
 Indirect Tax
 Initial Security
 Insurance Consultancy Appointment Letter
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Insurance Contract(s)
 Intellectual Property
 Intellectual Property Rights Intellectual Property
 Intercreditor Agreement
 Interest Payment Date th
 Interest Period Default interest
 Interest Rate Calculation of Interest
 Interest Reset Date
 Legal Proceeding(s)
 Lenders Consultants
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Lenders Counsel
 Lenders Engineer
 Lenders Engineer Appointment Letter
 Lenders Insurance Consultant
 Letter(s) of Credit or LC
 LC Issuing Bank
 Letter(s) of Comfort
 LIBOR BBA
 Loan Loans
 London Business Day
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Long Term Major Maintenance Plan
 Loss Proceeds
 Major Maintenance
 Major Maintenance Amounts
 Major Maintenance Budget
 Major Project Documents
 Major Project Parties
 Management
 Margin
 Material Adverse Effect
 (a)
    
    the financial condition, assets, prospects or business of the Borrower;(b)
    
    the ability of the Borrower to perform and comply with its payment
obligations under any Finance Document and/or its obligations under Clause 18.22
(Financial covenants) of this Agreement (which shall include any material and adverse
effect on the consolidated financial condition, assets or prospects of the
Subsidiaries of the Borrower which would have the effect mentioned in this clause
(b));(c)
    
    the ability of the Sponsor to perform and comply with its obligations under
the Sponsor Support Agreement and any other Finance Document;(d)
    
    the validity, legality or enforceability of any Finance Document; or
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(e)
    
    any of the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Borrower taken as a whole since December
31, 2008, including any downgrade of the Borrowers credit rating or arising generally
from any pending or threatened litigation, investigation or proceeding.
 Material Project Participant
 Memorandum and Articles of Association
 Mining JV Agreement
 Mobilisation Period
 Mobilisation Plan
 Modified Following London Business Day Convention
 New Lender Assignments and Transfer by the
Lender
 Obligations
 (i)
    
    the principal of and interest and Letter of Comfort fees, letter of
commitment commission on the Facility, and all other obligations and liabilities of
the Borrower, including indemnities, expenses, fees and interest, incurred under,
arising out of or in connection with any Finance Document;
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(ii)
    
    any and all sums advanced by the Facility Agent and the Security Trustee in
order to preserve the Security or preserve their Security Interest in the Security;
and
 (iii)
    
    in the event of any proceeding for the collection or enforcement of the
Obligations, after an Event of Default shall have occurred and be continuing, the
expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realising the Security, or of any exercise of the Facility Agent and
the Security Trustee of its right under the Security Documents, together with legal
fees and court costs.
 Offtaker(s)
 Operating Budget
 Operating Year
 Operation and Maintenance Costs
 OPTCL
 Party
 Permitted Disposal
 (1)
    
    required or permitted under any Finance Document; or(2)
    
    to the extent permitted by the Lenders, a sale or other disposal of equipment
which in the opinion of the Lenders Engineer is either:
 (A)
    
    uneconomic or obsolete;(B)
    
    no longer used or useful; or(C)
    
    at the end of its useful life; and
  Permitted Indebtedness
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(i)
    
    the Facility and such other indebtedness the Borrower may incur as per the
Financing Plan approved by the Facility Agent;(ii)
    
    the Rupee Loan;(iii)
    
    working capital facilities (including trade credits) to the extent of Rs.
430,00,00,000/- (Rupees Four Hundred and Thirty Crores) or such further amounts as may
be permitted by the Lenders;(iv)
    
    financial obligations arising under the Transaction Documents and not
occurring as a result of a default by the Borrower of its obligations thereunder;(v)
    
    financial obligations in connection with any hedging arrangement undertaken
in accordance with the Hedging Plan; and(vi)
    
    any other borrowing approved by the Facility Agent.
 Permitted Investments
 Permitted Security Interest
 (a)
    
    the Security Interests, charges and other liens or encumbrances in favour of
Security Trustee pursuant to the Finance Documents; and(b)
    
    any unpaid vendors lien arising under the Project Documents and not
occurring as a result of a default by the Borrower of its obligations thereunder.
 Person
 Plant
 Potential Event of Default
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PPA
 Project
 Project COD
 Project Costs
 Project Documents
 (a)
    
    Major Project Documents;(b)
    
    Insurance Contracts;(c)
    
    Any bonds, letters of credit or guarantees, consent agreements, side letters
under (a) and (b) above;(d)
    
    Any other agreements, documents or instruments entered into by the Borrower
or by any Person in its favour in respect of the development, construction, design,
procurement, operation, maintenance and ownership of the Project or management and
control of the Borrower and designated as Project Documents by the Facility Agent and
each such Project Document as amended from time to time.
 Project Proceeds
 Project Site
 Project Schedule
 Quarterly Financial Statements
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RBI
 RBI Approval
 Relevant Interbank Market
 Relevant Jurisdictions
 (f)
    
    its jurisdiction of incorporation; and(g)
    
    any jurisdiction where it conducts its business.
 Relevant Party Transaction undertaking to
pay)
 Repayment Date Repayment Schedule
 Repayment Instalment Repayment of the
Facility
 Repeating Representations Representations and Warranties
 Required Equity Advances, Investments and Loans
 Restricted Payments
 (i)
    
    the authorisation, declaration or payment of any dividends (either in cash or
property) 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 Interests now or hereafter outstanding (or
any options or warrants issued by the Borrower with respect to its Equity Interests)
which will result in a Debt to Equity ratio higher than 75:25;(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 Finance Documents; or
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(iv)
    
    any investment (other than a Permitted Investment) in any entity other than
in a subsidiary.
 Restricted Payment Conditions
 Rupees
 Rupee Bullet Repayment Amount
 Rupee Lenders
 Rupee Loan
 Scope of Work
 Second Currency Currency indemnity)
 Secured Party or Secured Parties
 Security
 Security Documents
 1.
    
    the Indenture of Mortgage;2.
    
    the Deed of Hypothecation;3.
    
    the Share Pledge Agreement;4.
    
    the Security Trustee Agreement;5.
    
    the Consents to Assignments; and6.
    
    any other document designated as such by the Facility Agent and/or a Secured
Party.
 Security Interest
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Security Margin
 Security Trustee Agreement
 Security Trustee
 Shares
 Share Pledge Agreement
 Sponsor
 Sponsor Support
 Sponsor Support Agreement
 Standing Payment Instruction
 Subsidiary first Person
 Sum Currency indemnity)
 Supplier
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Tangible Networth
 Taxes
 Tax
Credit , Tax Deduction Tax Payment Definitions).
 Third Parties Act
 Total Debt Gearing
 Total Outside Liabilities
 (a)
    
    amounts raised under any transaction having the financial effect of a
borrowing under the Indian GAAP;(b)
    
    the aggregate amount then outstanding of all liabilities of any person to the
extent the Borrower guarantees them or otherwise directly or indirectly obligates
itself to pay them; and(c)
    
    all actual liabilities of the Borrower howsoever arising to redeem any of its
Shares,
  Transaction Documents
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Transfer Certificate Form of Transfer Certificate
 Transfer Date
 (a)
    
    the proposed Transfer Date specified in the Transfer Certificate; and(b)
    
    the date on which any new lender executes the Transfer Certificate.
 Treasury Transaction
 Trust and Retention Account Agreement
 Twinstar Preference Shares
 UK
 Unit
 Unpaid Sum
 Unsatisfied CP Notice
 US Dollars US$
 Utilisation
 Utilisation Date
 Utilisation Request
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1.2
    
    Construction
 (a)
    
    Unless a contrary indication appears, any reference in this Agreement to:
 (i)
    
    the Lender, the Borrower or any Party shall be
construed so as to include its successors in title, permitted assigns and
permitted transferees;(ii)
    
    assets includes present and future properties, revenues and
rights of every description;(iii)
    
    an authorised signatory means a person that has been duly
authorised by another person (the other person) to execute or sign any
Finance Document (or other document or notice to be executed or signed by the
other person under or in connection with any Finance Document) on behalf of
that other person;(iv)
    
    a contract includes any agreement, deed or other
arrangement of any kind whatsoever (whether or not evidenced in writing);(v)
    
    the control of one person (the first person) by another
person (the second person) or the first person being controlled by the
second person means that the second person (whether directly or indirectly and
whether by the ownership of share capital, the possession of voting power,
contract or otherwise) has the power to appoint and/or remove all or a
majority of the members of the board of directors or other governing body of
the first person or otherwise controls or has the power of control over the
affairs and policies of the first person;(vi)
    
    a Finance Document or any other agreement or instrument is
a reference to that Finance Document or other agreement or instrument as
amended, novated, supplemented, extended, restated (however fundamentally and
whether or not more onerously) or replaced and includes any terms and
conditions referred to in any waiver or consent granted in respect of any term
of any Finance Document and any change in the purpose of any extension of or
any increase in a Facility or the addition of any new facility under that
Finance Document or other agreement or instrument and including any waiver or
consent granted in respect of any term of any Finance Document from time to
time;(vii)
    
    including means including, without limiting the generality
of any
description preceding such term;(viii)
    
    indebtedness includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future,
actual or contingent;
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(ix)
    
    a person includes any person, firm, company, corporation,
government, state or agency of a state or any association, trust or
partnership (whether or not having separate legal personality) or two or more
of the foregoing;(x)
    
    a regulation includes any regulation, rule, official
directive, request or guideline (whether or not having the force of law) of
any governmental, intergovernmental or supranational body, agency, department
or regulatory, self-regulatory or other authority or organisation;(xi)
    
    shares or share capital includes equivalent ownership
interests (and shareholder and similar expressions shall be construed
accordingly);
 (b)
    
    Section, Clause and Schedule headings are for ease of reference only.(c)
    
    Unless a contrary indication appears, a term used in any other Finance
Document or in any notice or certificate given under or in connection with any Finance
Document has the same meaning in that Finance Document, notice or certificate as in
this Agreement.(d)
    
    Unless the context otherwise requires, the singular includes the plural and
vice versa.(e)
    
    A Potential Event of Default is continuing if it has not been remedied or
waived and an Event of Default if it has not been waived.(f)
    
    Unless a contrary indication appears, one person is acting in concert with
another person in relation to their holding of shares in a company if, whether
pursuant to any agreement or understanding, formal or informal or otherwise, they
actively cooperate to obtain, maintain, consolidate or exercise control over that
company.(g)
    
    In the event of any disagreement or dispute between the Lenders and the
Borrower regarding the materiality of any matter including any event, occurrence,
circumstance, change, fact, information, document, authorisation, 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.(h)
    
    In the case of any discrepancy between the provisions of this Agreement and
those of the Intercreditor Agreement and the Trust and Retention Account Agreement,
the provisions in the Intercreditor Agreement and the
Trust and Retention Account Agreement shall prevail so far as the discrepancy
relates to the interest of any party to any Finance Document other than the Lender
and the Borrower, the order of priority being firstly
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the Intercreditor Agreement
and secondly the Trust and Retention Account Agreement. The provisions of this
Agreement shall prevail over Intercreditor Agreement and the Trust and Retention
Account Agreement so far as the discrepancy relates to the sole interest of the
Lender and/or the relationship between the Borrower and the Lender without
reference to any other party to any Financing Document, save and except for
obligations of the Facility Agent under this Agreement, which shall also be
governed by the terms of the other Financing Documents.
 1.3
    
    Third Party Rights
 (a)
    
    Unless expressly provided to the contrary in a Finance Document, a person who
is not a Party has no right under the Third Parties Act to enforce or enjoy the
benefit of any term of this Agreement.(b)
    
    Notwithstanding any provision of any Finance Document, the consent of any
person who is not a party to a Finance Document is not required to vary, rescind or
terminate that Finance Document.
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CLAUSE 2  THE FACILITY
 2.
    
    THE FACILITY2.1
    
    Subject to the terms of this Agreement and all other Finance Documents, the Lender agrees to
make available to the Borrower during the Availability Period a US Dollars term loan facility
in an aggregate amount equal to the Commitment (the Facility).2.2
    
    The disbursement of the Facility shall be made:
 2.2.1
    
    To the Foreign Currency Account for onward credit to the Supplier as per
Letter of Credit, based on the confirmation/determination of the Facility Agent in
accordance with Section 5.4 (i) and on receipt of satisfactory reports from the
Borrower and fulfilment of all pre-disbursement conditions including other prescribed
requirements under the Finance Documents. At the request of the Borrower and on such
terms and condition as it may deem fit, the Lender shall consider providing Letter of
Comfort to the LC opening Bank at a fee that may be prescribed by the Lender. Issuance
of Letter of Comfort shall constitute disbursement by the Lender.2.2.2
    
    To the Foreign Currency Account for onward credit to the Supplier(s) as per
the documents evidencing import of Equipment and Machinery based on the certificate
issued by the relevant bank nominated to handle shipping documents and release of
invoice payment accompanied by the confirmation in relation to the documents from
the Facility Agent, if received by the Lender in a form satisfactory to it.2.2.3
    
    The Borrower shall, immediately but in any case within seven (7) days of the
Utilization Date, provide confirmation to the Lender from the LC Issuing Bank or the
bank handling the import documents, as the case may be, that the proceeds of the
Utilization have been remitted to the account of the Supplier.
 2.3
    
    The lending to the Borrower under this Agreement would be treated as External Commercial
Borrowings, as permitted by the Reserve Bank of India. The Facility would, accordingly, be
subject to the ECB Guidelines and the prescribed reporting and disclosure requirements.
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CLAUSE 3  PURPOSE
 3.
    
    PURPOSE3.1
    
    Purpose(i)
    
    Subject to and in accordance with the Applicable Law and this Agreement, the Borrower shall
apply all amounts borrowed by it under the Facility towards all overseas payments required to
be made for the purpose of import / purchase of Equipment and Machinery from the Supplier.(ii)
    
    The Facility made available shall be paid by the Lender on Borrowers account to the
Supplier as specified in the Utilisation Request.3.2
    
    MonitoringTo monitor, supervise, review from time to time, with regard to implementation of the
Project by the Borrower, the Clearances, Finance Documents, Project Documents, insurance
policies obtained pursuant to the Insurance Contracts, etc. and the compliance by the
Borrower of the terms, conditions and covenants contained in the same, the Facility Agent
shall appoint agents, professionals and consultants as may be required and shall inform the
Lender of all reports, recommendations and information provided by them and by the
Borrower. The Facility Agent may call upon the Borrower to take such steps as are deemed
necessary to remedy any defects/shortcomings noticed by it. The Facility Agent may also
review the status of the Borrower and the Project from time to time in such a manner as it
may deem fit and report the same to the Lenders in accordance with the Financing Documents.
The Facility Agent shall send periodic progress reports at such time as may be prescribed
by the Lender.3.3
    
    Review of Project CostThe Lender shall have right to review the cost of the Project before the final disbursement
of the Loan(s).
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CLAUSE 4  CONDITIONS PRECEDENT
 4.
    
    CONDITIONS PRECEDENT4.1
    
    Conditions Precedent to EffectivenessThe Lenders obligation to make available the Facility pursuant to the Agreement shall
become effective only upon the Borrower fulfilling all of the conditions listed in Part A
of Schedule 1 (Conditions precedent to Effectiveness) in form and manner satisfactory to
the Lender.4.2
    
    Conditions Precedent to First UtilisationThe Borrower may not deliver a Utilisation Request for the First Utilisation unless all of
the conditions listed in Part B of Schedule 1 have been complied with by the Borrower, in
form and manner satisfactory to the Lender.4.3
    
    Conditions Precedent to Each UtilisationThe Lender shall perform its obligations under Clause 5 (Utilisation) during the
Availability Period, upon delivery of a Utilisation Request, if, on the date of the
Utilisation Request and on the proposed Utilisation Date, the Borrower is in compliance
with all the conditions listed in Part C of Schedule 1, in form and manner satisfactory to
the Lender.4.4
    
    Further ConditionsThe obligation to give the Loan(s) is subject to there being, on or prior to the First
Utilization Date, no:
 (a)
    
    material adverse changes having occurred in any business conditions
(financial or otherwise), operations, performance properties or prospects of the
Borrower and Sponsor since April 1, 2008;(b)
    
    circumstantial change of conditions in the international or domestic
commercial banks, financial, or capital markets having ocurred that, in the opinion of
the Lender, would materially affect the granting of loans and financial closure of the
Facility; and(c)
    
    material adverse changes having occurred in the markets for loans.
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4.5
    
    No Waiver(i)
    
    No course of dealing or waiver by the Lender or the Facility Agent in connection with any
condition of effectiveness of this Agreement or any condition of Utilisation under this
Agreement or any other Finance Document shall impair any right, power or remedy of the Lender
or the Facility Agent with respect to any other condition of Utilisation, or be construed to
be a waiver thereof, nor shall the action of the Lender or the Facility Agent in respect of
any Utilisation affect or impair any right, power or remedy of the Lender or the Facility
Agent in respect of any other Utilisation.(ii)
    
    Unless otherwise notified to the Borrower by the Lender and without prejudice to the
generality of Clause 4.4(i) above, the right of the Lender to require compliance with any
condition under this Agreement or the relevant Finance Documents which may be waived by the
Lender in respect of any Utilisation is expressly preserved for the purpose of any subsequent
Utilisation.(iii)
    
    Any request by the Borrower for a waiver of a condition in Schedule 1, Parts B and C shall
be in writing and delivered to the Facility Agent and the Lender at least twenty (20) Business
Days prior to the proposed first Utilisation Date or Utilisation Date as applicable.4.6
    
    Delivery of CertificatesAll the certificates, legal opinions, communications, notices and other documents and
papers referred to in Part A, Part B and Part C of Schedule 1 to be delivered thereunder,
unless otherwise specified, shall be delivered to the Facility Agent and in sufficient
counterparts and unless otherwise specified, shall be in form and substance satisfactory to
the Facility Agent.
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CLAUSE 5  UTILISATION
 5.
    
    UTILISATION5.1
    
    Availability Period and Delivery of a Utilisation Request(i)
    
    Utilisations under this Agreement shall be made only during the Availability Period. The
Utilisations shall be subject to the satisfaction (or waiver) of each condition precedent set
forth in Schedule 1, provided, however, that the conditions set forth in Part A and Part B off
Schedule 1 of this Agreement shall be required to be satisfied (or waived) only in connection
with the First Utilisation.(ii)
    
    The Borrower may utilise the Facility by delivery to the Facility Agent and the Lender of a
duly completed Utilisation Request in the form specified in Schedule 2 at least fifteen (15)
Business Days prior to the Utilisation Date.5.2
    
    Completion of a Utilisation RequestEach Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:
 (i)
    
    it constitutes a request for the drawing of a Loan under the Facility;(ii)
    
    the proposed Utilisation Date is a Business Day within the Availability Period; and(ii)
    
    the amount of the Utilisation complies with Clause 5.3 (Currency and amount).
 5.3
    
    Currency and amount
 (a)
    
    The currency specified in a Utilisation Request must be US Dollars.(b)
    
    The amount of the proposed Loan (if not equal to the relevant Available
Facility) must be:
 (i)
    
    a minimum of US$5,000,000; and(ii)
    
    in any event such that it is less than or equal to the
relevant Available Facility.
 5.4
    
    Procedure for Utilisation
 (i)
    
    Promptly after each receipt of a Utilisation Request (and in any event no
later than fifteen (15) Business Days prior to the Utilisation Date), the Facility
Agent shall: (A) review such Utilisation Request and attachments thereto to determine
whether all required documentation has been provided and whether all applicable
conditions precedent pursuant to this
 32




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Agreement under which such Utilisations as
requested have been satisfied; and (B) notify the Lender of its determination. In
making such
determination, the Facility Agent shall be entitled to assume that each condition
precedent under this Agreement shall have been satisfied if no Unsatisfied CP
Notice (as defined in subparagraph (iii) below) shall have been received by it with
respect to such conditions prior to the time required therefor pursuant to such
subparagraph (iii).(ii)
    
    Subject to Clause 5.1 and the other sub-clauses of this Clause 5.4 and upon
satisfaction or waiver of all applicable conditions precedent and any other applicable
provisions hereunder under which such Utilisations are requested, at such time as the
Facility Agent has determined that all applicable conditions precedent set forth in
Schedule 1 have been satisfied or waived by the Lender, a Utilisation may occur;
provided, however, that there is nothing to the contrary contained in any Finance
Document (it being understood that in the event of any conflict between this Agreement
and any other Finance Document in respect of the matters set forth in this Clause 5.4,
this Agreement shall prevail).(iii)
    
    In connection with any Utilisation, the Lender reserves the right to
determine that any condition precedent under Part B or Part C of Schedule 1 has not
been satisfied. On such determination the Lender shall notify the Borrower and the
Facility Agent no later than ten (10) Business Days prior to the Utilisation Date that
the Utilisation 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 received
less than ten (10) Business Days prior to the Utilisation Date shall not be effective
as an Unsatisfied CP Notice.(iv)
    
    If the Facility Agent: (A) on or prior to the Utilisation Date determines
that the conditions precedent to a Utilisation have not been satisfied; or (B) at
least ten (10) Business Days prior to the Utilisation Date receives an Unsatisfied CP
Notice, then the Facility Agent shall notify the Borrower thereof in writing within
one (1) Business Day of such determination or receipt, as the case may be. The notice
from the Facility Agent shall specify the conditions precedent which have not been
satisfied and/or attach a copy of the Unsatisfied CP Notice received by the Facility
Agent with respect to such Utilisation. Upon such written notice from the Facility
Agent, the Lender shall not have any obligation to make the Utilisation requested
under the related Utilisation Request.(v)
    
    At such time, if ever, as: (A) the Facility Agent determines that the
condition precedent to the Utilisation which had not been satisfied has been satisfied
or waived in accordance with the Finance Documents; or (B) the Lender informs the
Facility Agent in writing that the event giving rise to any Unsatisfied CP Notice no
longer exists or has been waived, the Facility Agent shall notify the Borrower
thereof. Providedthat where the Borrower provides the Facility Agent and the Lender
satisfactory
 33




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information as to the satisfaction of the condition precedent, which is
the subject of such Unsatisfied CP Notice, the Unsatisfied CP Notice shall be deemed
to be revoked if, within one (1) Business Day of receipt of such information from the
Borrower, the Lender does not issue a fresh
Unsatisfied CP Notice.Upon the occurrence of any of the foregoing, such Unsatisfied CP Notice shall be
deemed to be revoked and the Facility Agent shall promptly notify the Borrower and
the Lender thereof.(vi)
    
    The Facility Agent shall have no liability to any Person arising from any
notice issued pursuant to this Clause 5.4 as a result of an Unsatisfied CP Notice
submitted by any Person, whether or not such Person was entitled to issue any such
notice. Neither the Lender nor the Facility Agent shall have any liability to the
Borrower or any Affiliate thereof arising from the issuance of an Unsatisfied CP
Notice, if the Lender shall have issued the Unsatisfied CP Notice in good faith.(vii)
    
    If the Facility Agent has not received an Unsatisfied CP Notice pursuant to
Clause 5.4(iii), is satisfied that the conditions precedent to a Utilisation have been
satisfied, or at such time as the Facility Agent has issued a notice to the Borrower
under Clause 5.4(iv) and is otherwise satisfied that the conditions precedent to a
Utilisation are satisfied or an Unsatisfied CP Notice is deemed revoked pursuant to
Clause 5.4(v) and the Facility Agent is satisfied that the conditions precedent have
been fulfilled, the Facility Agent shall issue a notice confirming the Utilisation,
(hereinafter the Lending Confirmation Notice) substantially in the form attached
hereto as Exhibit 1 to the Borrower no later than five (5) Business Days prior to the
Utilisation Date to which the Utilisation Request relates or, in the event of the
issuance by the Facility Agent of any notice pursuant to Clause 5.4(iv) above,
promptly upon the issuance of the related notice under Clause 5.4(v), approving such
requested Utilisation.(viii)
    
    On the proposed Utilisation Date following the issue of a Lending Confirmation
Notice, the Lender shall, on the Utilisation Date, or one day prior to the Utilisation
Date, make the Utilisation in accordance with the terms of this Agreement either by
way of:
 (A)
    
    Issuance of Letter(s) of Comfort in format and on terms and
conditions as mutually agreed by and between the Lender and LC Issuing Bank;(B)
    
    Payment on behalf of the Borrower to the Foreign Currency
Account for onward remittance to the Supplier(s).
 34




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5.5
    
    Drawstop Notices
 (i)
    
    In addition to the ability to issue an Unsatisfied CP Notice pursuant to
Clause 5.4 (iii) and notwithstanding the issuance of any Lending Confirmation Notice
by the Facility Agent pursuant to Clause 5.4(vii) in connection with any Utilisation
the Lender may, on the occurrence of an
Event of Default or a Potential Event of Default issue a notice (a Drawstop
Notice) to the Borrower with a copy to the Facility Agent , notifying the Borrower
that no Utilisations shall be made under any Utilisation Request.(ii)
    
    A Drawstop Notice issued pursuant to Clause 5.5(i) shall remain in full force
and effect until, as the case may be:
 (a)
    
    the Potential Event of Default or Event of Default which led
to the issuance of such Drawstop Notice has been remedied by the Borrower or
waived by the Lender;(b)
    
    the Lender revokes such Drawstop Notice by sending notice of
such revocation to the Facility Agent (which notice shall specify in
reasonable detail the basis for such revocation and shall have attached
thereto copies of relevant documentation supporting such revocation).
  5.6
    
    Automatic Cancellation of CommitmentThe Commitment shall be immediately cancelled on the earlier of: (i) the end of the
Availability Period for the Facility; and (ii) the day on which the Available Facility is
zero.
 5.7
    
    Cancellation of Commitment by the Lender
 (i)
    
    The Lender may, by notice in writing to the Borrower, cancel its Commitment
or any part thereof, which the Lender has not withdrawn prior to the giving of such
notice.(ii)
    
    The Lender may cancel its Commitment only in accordance with this Clause 5.7.
Notwithstanding anything to the contrary, the Lender may cancel whole or part of its
Commitment, without assigning any reason whatsoever, including in the event of
deterioration in the loan accounts in any manner whatsoever.
 35




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(iii)
    
    Without prejudice to the generality of the above, the Lender may cancel the
Commitment upon the Borrower being unable to comply with the terms of this Agreement
or any terms specified by the Lender, or if the Lender discovers that any information
supplied by the Borrower was incorrect or misleading.
 36




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CLAUSE 6  REPAYMENT
 6.
    
    REPAYMENT6.1
    
    Repayment of the Facility
 (i)
    
    The Borrower shall repay the principal amount of the Facility in
accordance with the repayment schedule set out in Schedule 7 (Repayment Schedule).
If, for any reason the amount finally disbursed by the Lender under this Agreement
is less than the Commitment, the instalments (each a Repayment Instalment) shall
stand reduced proportionately but shall be payable on the same dates as specified in
Schedule 7 (Repayment Schedule).(ii)
    
    The Lender may, if so warranted in its sole judgment, revise, vary or
postpone the repayment schedule, Repayment Instalments and repayment of the
principal amounts of the Loan/the Facility or the balance outstanding for the time
being or any part thereof by giving prior notice to the Borrower on such terms and
conditions as may be decided by them.
 6.2
    
    Re-borrowingThe Borrower may not re-borrow any part of a Loan which is repaid or prepaid.6.3
    
    Realisation at ParThe Borrower shall ensure that all amounts due and payable to the Lender under this
Agreement shall be paid at par.6.4
    
    Appropriation6.4.1
    
    Any amounts due and payable by the Borrower under this Agreement shall be appropriated by
the Lender towards such dues in the following order:
 (a)
    
    interest on fees, costs, charges, expenses and other monies excluding
interest;(b)
    
    fees, costs, charges, expenses and other monies, including costs and
expenses related to preservation and/or enforcement of security;(c)
    
    default interest;(d)
    
    additional interest;(e)
    
    prepayment premium;(f)
    
    interest;
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(g)
    
    repayment installments; and(h)
    
    any other sum due but unpaid under the Finance Documents
 6.4.2
    
    Notwithstanding anything contained in Clause 6.4.1, the Lender may, in its absolute
discretion, appropriate in any manner, such payment towards the dues, if any, payable by the
Borrower in respect of the Finance Document.
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CLAUSE 7  PREPAYMENT AND CANCELLATION
 7.
    
    PREPAYMENT AND CANCELLATION7.1
    
    IllegalityIf at any time it becomes or will become unlawful or contrary to any regulation in any
applicable jurisdiction for the Lender to perform any of its obligations as contemplated by
this Agreement or to fund any Loan:
 (i)
    
    The Lender shall promptly notify the Borrower upon becoming aware of the
event;(ii)
    
    upon the Lender notifying the Borrower, the Commitment will be immediately
cancelled; and(iii)
    
    if the Lender has funded all or part of its Commitment, the Borrower shall
prepay the Loan on the last day of the Interest Period for each Loan occurring after
the Lender has notified the Borrower or if earlier, the date specified by the Lender
or the Facility Agent in the notice delivered to the Borrower (being no earlier than
the last day of any applicable grace period permitted by law).
 7.2
    
    Prepayment of the Loan
 (a)
    
    Subject to the prevailing ECB Guidelines, the Borrower may, if it gives the
Lender not less than ten (10) Business Days (or such shorter time period as the
Lender may agree) notice, prepay the whole or any part (being a minimum amount of
US$5,000,000 and in integral multiples of US $1,000,000) of the Facility. The Borrower
shall pay a penalty of 2% (two per cent) of the amount so prepaid unless such
prepayment is made in the following circumstances:
 (i)
    
    the prepayment is effected at the instance of the Lender;(ii)
    
    the prepayment is made as per Clause 7.2(c), (d) or (e)
(Mandatory Prepayment);(iii)
    
    on every fourth six-monthly Interest Reset Date from the
first interest set date, if the rate of Interest prevailing at that time is
not acceptable to the Borrower. The Borrower shall exercise this option within
60 days of the Interest Rate advised by the Lender and give 30 days notice
prior to the intended prepayment; and(iv)
    
    the prepayment is made on an Interest Reset Date out of funds
lying in the Distribution Account, upon giving a prior notice of sixty (60)
days to the Lender.
  39




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Provided
 (b)
    
    Any notice of prepayment given by the Borrower under Clause 7.2 (a) above
shall only be valid if accompanied by evidence satisfactory to the Lender that all
Clearances necessary or desirable in connection with the proposed prepayment have been
obtained and are in full force and effect.(c)
    
    In the event the Debt Service Coverage Ratio in any year exceeds 1.30, 50%
(fifty per cent) of the cash flow in excess of the cash flow required to maintain the
DSCR at 1.30 shall be utilized for prepayment of the Foreign Currency Bullet Repayment
Amount.(d)
    
    In the event the Lenders or the Borrower or any other person acting on behalf
of the Borrower shall receive funds in respect of the amounts referred to in this
subparagraph, the Borrower hereby agrees that such amounts shall be used to prepay the
Facility in accordance with the terms hereof and distributed in accordance with the
Trust and Retention Account Agreement. These amounts shall include: (i) any liquidated
damages under Project Documents; (ii) Loss Proceeds; and (iii) amounts received under
the Project Documents pursuant to the Borrower exercising its right of rejection under
the Project Documents.(e)
    
    Any prepayment made under sub-section (d) above shall be applied towards
prepayment of the Foreign Currency Bullet Repayment Amount. All other prepayments made
under this Agreement shall be applied proportionately towards all the outstanding
Repayment Instalments of the Loan including, for the avoidance of doubt, the Foreign
Currency Bullet Repayment Amount.
 7.3
    
    Restrictions
 (a)
    
    Any notice of cancellation or prepayment given by the Borrower under this
Clause 7 shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation or
prepayment is to be made and the amount of that cancellation or prepayment.(b)
    
    Subject to Clause 7.2 (Voluntary Prepayment of Loan), any prepayment under
this Agreement shall be made together with accrued interest on the amount prepaid and,
subject to any Break Costs payable pursuant to Clause 10 (Break Costs), without
premium or penalty.(c)
    
    The Borrower shall not repay or prepay all or any part of a Loan or cancel
all or any part of the Commitment except at the times and in the manner expressly
provided for in this Agreement.
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(d)
    
    No amount of the Commitment cancelled under this Agreement may be
subsequently reinstated or borrowed.(e)
    
    Any prepayment under this Agreement shall be made subject to the same
being permitted under Applicable Law including, but not limited to, the ECB
Guidelines.
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CLAUSE 8  COSTS OF UTILISATION
 8.
    
    INTEREST8.1
    
    Calculation of interestThe rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:
 (i)
    
    Margin; and(ii)
    
    Six month LIBOR.
  8.2
    
    Payment of interestThe Borrower shall pay accrued interest on each Loan on the last day of each Interest
Period (which Interest Period is monthly). The applicable Interest Rate, as determined
above, shall be conveyed to the Borrower and the Facility Agent by the Lender within a
period of seven (7) working days from the date of applying such rate of interest.8.3
    
    Upfront FeeThe Borrower shall pay to the Lender a non refundable upfront fee of 1.5% of its Commitment
on the amount of the Commitment (Upfront Fee) immediately upon receipt of Loan
Registration Number from RBI.8.4
    
    Commitment Fee
 (i)
    
    The Borrower shall within 30 (thirty) days from the date of execution of this
Agreement and in any event at least 30 (thirty) days prior to the first Utilisation
Date provide the Facility Agent a Drawdown Schedule which shall consist of consecutive
fiscal quarters (each a Drawdown Schedule Period) and the amount that the Borrower
shall draw during the relevant Drawdown Schedule Period.(ii)
    
    The Borrower shall pay to the Lender, a commitment fee of 1.20% per annum
(the Commitment Fee) on the amount undrawn with respect to the Drawdown Schedule.
The Commitment Fee shall be calculated on the basis of amount undrawn and the number
of days deviated from the scheduled date. Provided that the Lender may on the request
of the Borrower, by specific approval, modify/ revise such Drawdown Schedule Such
revised Drawdown Schedule shall be applicable from the next
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Drawdown Schedule Period.
The initial Drawdown Schedule and all such revised Drawdown Schedules shall be deemed
to be part of this Agreement.(iii)
    
    The Borrower shall pay fees at 0.5% (zero point five per cent) per annum of
the outstanding of the Letter of Comfort amount for the Letter(s) of Credit, for a
minimum of one quarter and pro rata thereafter, payable in advance.(iv)
    
    The Lenders Engineer shall provide a certification prior to the commencement
of each Drawdown Schedule Period certifying:
 (A)
    
    the amounts estimated to be expended by the Borrower towards
the Project Cost; and(B)
    
    progress of the Project,
  8.5
    
    Default InterestWithout prejudice to the obligations of the Borrower under the Finance Documents, repayment
of principal amounts, and on all costs, charges, expenses and other monies accruing due to
or incurred/paid by the Lender under any Transaction Document, shall, in case the same be
not paid on the respective due dates (whether at stated maturity, by acceleration, by
mandatory prepayment in accordance with this Agreement or otherwise), carry default
interest (Default Interest) at the Default Rate. Such Default Interest will be computed
from the respective Due Date of payment or incurring of such costs, charges, expenses and
monies and shall become payable upon the footing of compound interest with monthly rests as
provided in this Agreement and shall be payable together with the defaulted amounts on
demand, and if no demand is made, on the immediately next Interest Payment Date.8.6
    
    Additional InterestThe Lender may at its sole discretion make disbursements out of the Facility pending
creation and perfection of the Security in favour of the Lender. Unless the Lender
otherwise agrees, in the event the Borrower does not create and perfect the Security in a
form and manner satisfactory to the Lender at the time specified in Clause 18.7 (Security)
hereof, the Loans made by the Lender pending creation and perfection of the Security shall
carry additional interest at the rate of 2.00% per annum plus other statutory levy, if
any, (Additional Interest) computed from the first Utilisation Date till creation and
perfection of Security in a form and manner satisfactory to the Lender. The Additional
Interest shall be payable forthwith upon demand by the Lender. The levy of Additional
Interest shall be without prejudice to any other rights or remedies available to Lender
under the Finance Documents.
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8.7
    
    Non-Business DaysIf an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month (if there
is one) or the preceding Business Day (if there is not).8.8
    
    FeesIn addition to the fees specified in this Clause 8, the Borrower shall pay to the Lender
management fee of 6 bps per annum of the Facility amount set out in the Fee Letter, at the
time mentioned therein. Such fees shall be paid to the Lender in currency and at place that
the Lender may specify from time to time.
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CLAUSE 9  INTEREST RESET
 9.
    
    INTEREST RESET9.1
    
    Interest ResetThe rate of interest for the Loan shall be automatically reset on each Interest Reset Date
during the currency of the Facility, based on the six (6) months LIBOR prevailing at that
time, and the Borrower shall pay interest on the Loan at such reset interest rate from the
last date of the month in which the rate of interest is so reset. The Margin over LIBOR, as
mentioned in this Agreement, would remain unchanged.9.2
    
    Notification of rates of interestThe rate of interest will vary with the variation in LIBOR while the margin remains the
same. The Lender shall promptly notify the Borrower and the Facility Agent of the
determination of a rate of interest under this Agreement.
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CLAUSE 10  BREAK COSTS
 10.
    
    BREAK COSTS
 (a)
    
    The Borrower shall, within five (5) Business Days of demand by the Lender,
pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid
Sum owed by the Borrower being paid on a day other than the last day of an Interest
Period for that Loan or Unpaid Sum.(b)
    
    The Lender shall provide a certificate confirming the amount of its Break
Costs for any Interest Period in which they accrue.(c)
    
    For the avoidance of doubt, Break Costs shall be payable under this Clause 10
only and not recoverable or indemnified pursuant to any other provision of this
Agreement.
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CLAUSE 11  ADDITIONAL PAYMENT OBLIGATIONS
 11.
    
    TAX GROSS UP AND INDEMNITIES11.1
    
    Definitions
 (a)
    
    In this Agreement:Tax Credit means a credit against, relief or remission for, or repayment of any
Tax.Tax Deduction means a deduction or withholding for or on account of Tax from a
payment under a Finance Document.Tax Payment means either the increase in a payment made by the Borrower to the
Lender under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax
indemnity).(b)
    
    Unless a contrary indication appears, in this Clause 11 a reference to
determines or determined means a determination made in the absolute discretion of
the person making the determination, save for manifest error.
 11.2
    
    Tax gross-up
 (a)
    
    All payments to be made by the Borrower under or in connection with a Finance
Document shall be made free and clear and without any Tax Deduction, unless a Tax
Deduction is required by law in which case the sum payable by the Borrower shall be
increased to the extent necessary to ensure that the Lender receives a sum, net of any
Tax Deduction, equal to the sum which it would have received if no Tax Deduction had
been required. The Borrower shall not have any obligation to make any payment under
this Clause 11.2 to the Lender if the Borrower is able to demonstrate that the payment
could have been made to the Lender without the Tax Deduction had the Lender complied
with its obligations under Clause 11.2 (e) below.(b)
    
    The Borrower shall promptly upon becoming aware that it must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify the Lender and/or Facility Agent accordingly. The Lender shall notify the
Borrower if it becomes aware of a Tax Deduction in respect of a payment payable to the
Lender.(c)
    
    If the Borrower is required to make a Tax Deduction, it shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the
time allowed and in the minimum amount required by any Applicable Law.
 47




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(d)
    
    Within 45 days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Borrower shall deliver to the Lender an
original receipt (or certified copy thereof) or any other evidence to the reasonable
satisfaction of the Lender that the Tax Deduction has been made or (as applicable) any
appropriate payment has been made to the relevant taxing authority.(e)
    
    Not less than fifteen (15) days before making any payment under the Finance
Documents with respect to which a Tax Deduction is required and for which the Borrower
is not required to make any additional payment pursuant to this Clause 11.2, the
Borrower shall notify the Lender of its intention to make such Tax Deduction and the
Borrower and the Lender shall cooperate with each other with a view if possible to
obtaining authorisation from the applicable taxation authority for the Borrower to
make that payment without a (or, to the extent applicable, with a reduced) Tax
Deduction.
 11.3
    
    Tax indemnity
 (a)
    
    Without prejudice to Clause 11.2 (Tax gross-up), if the Lender is required to
make any payment of or on account of Tax on or in relation to any sum received or
receivable under or in connection with the Finance Documents, including any sum deemed
for purposes of Tax to be received or receivable by the Lender, (whether or not
actually received or receivable) or if any liability in respect of any such payment is
asserted, imposed, levied or assessed against the Lender, the Borrower shall (within
five (5) Business Days of demand by the Lender) indemnify the Lender against such
payment or liability together with any interest, penalties, costs and expenses payable
or incurred in connection therewith. For the avoidance of doubt, this Clause 11.3 (a)
shall apply to any Tax imposed on the Lender in respect of interest accrued on all or
any part of its participation in a Loan assigned or transferred by it other than on
the last day of an Interest Period relating thereto (including any such Tax liability
attaching to that part of the consideration received or receivable by the Lender in
connection with that assignment or transfer which is attributable to accrued interest)
to the extent that the Borrower would have been obligated to make an increased payment
in respect of such Tax under Clause 11.2(a), had such Tax been collected by means of
deduction or withholding.(b)
    
    Clause 11.3 (a) shall not apply:(i)
    
    with respect to any Tax imposed in respect of payments by the Borrower to the
Lender, by the jurisdiction of incorporation or location of the Facility Office of the
Lender, by any other jurisdiction in which the Lender is treated as a resident for tax
purposes, or by reason of any connection between the Lender and any other jurisdiction
other than any such connection resulting from the execution, entry into, delivery of,
performance under, exercise of any rights under, or enforcement of any
 48




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Finance Document if, in each case, that Tax is, (A) imposed on or calculated by
reference to the net income actually received or receivable (but, for the avoidance
of doubt, not including any sum deemed for the purposes of Tax to be received or
receivable by the Lender but not actually received or receivable) by the Lender; or
(B) a franchise tax (or similar tax) imposed on the Lender, in addition to, or as a
substitute for, any net income tax that would be excluded from indemnification by
this Clause 11.3(b); or (C) the Tax arises due to the failure or delay of the
Lender to make any filings of tax returns.(ii)
    
    to the extent a loss, liability or cost is compensated for by an increased
payment under Clause 11.2 (Tax gross-up) or would have been so compensated but for the
proviso in Clause 11.2 (a); or(iii)
    
    with respect to any Tax imposed that is attributable to the wilful breach by
the Lender of any law or regulation.(c)
    
    If the Lender makes or intends to make, a claim under Clause 11.3 (a) above,
the Lender shall promptly notify the Facility Agent of the event which will give, or
has given, rise to the claim, and the Facility Agent will in turn notify the Borrower.
 11.4
    
    Tax CreditIf the Borrower makes a Tax Payment and the Lender determines that:
 (i)
    
    a Tax Credit is attributable either to an increased payment forming all or
part of that Tax Payment; and(ii)
    
    the Lender has obtained, utilised and retained that Tax Credit,
 the Lender shall pay an amount to the Borrower to the extent of the Tax Credit retained by
the Lender with respect to that Tax Payment. The Lender shall furnish the Borrower with
such material as it may reasonably and practicably obtain to support such determination of
the amount referred to above.11.5
    
    Stamp taxesThe Borrower shall pay and, within five (5) Business Days of demand, indemnify the Lender
against any cost, loss or liability that the Lender incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance Document.11.6
    
    Indirect Tax
 (a)
    
    All consideration expressed to be payable under a Finance Document by the
Borrower to the Lender shall be deemed to be exclusive of any Indirect Tax. If any
Indirect Tax is chargeable on any amount to be paid to the
 49




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Lender in connection with a Finance Document, the Borrower shall pay to the Lender
(in addition to and at the same time as paying the consideration) an amount equal
to the amount of the Indirect Tax.(b)
    
    Where a Finance Document requires any Party to reimburse the Lender for any
costs or expenses, that Party shall also at the same time pay and indemnify the Lender
against all Indirect Tax incurred by the Lender in respect of the costs or expenses to
the extent that the Lender reasonably determines that it is not entitled to credit or
repayment of any value added tax.
 11.7
    
    SurvivalThe provisions of this Clause 11 in respect of an Existing Lender shall survive any
assignment or transfer by the Existing Lender pursuant to Clause 21 (Changes to Parties) of
this Agreement and shall apply with respect to any New Lender.
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CLAUSE 12  INCREASED COST
 12.
    
    INCREASED COSTS12.1
    
    Increased costs
 (a)
    
    Subject to Clause 12.3 (Exceptions) the Borrower shall, within 5 (five)
Business Days of a demand by the Lender, pay for the account of the Lender the amount
of any Increased Costs incurred by the Lender as a result of (i) the introduction of
or any change in (or in the interpretation, administration or application of) any law
or regulation or (ii) compliance with any law or regulation made after the date of
this Agreement. The terms law and regulation in this Clause 12.1(a) shall include,
without limitation, any law or regulation concerning capital adequacy, prudential
limits, liquidity reserve assets or Tax.(b)
    
    In this Agreement Increased Costs means:
 (i)
    
    a reduction in the rate of return from the Facility or on the
Lenders overall capital (including, as a result of any reduction in the rate
of return on capital brought about by more capital being required to be
allocated by the Lender);(ii)
    
    an additional or increased cost; or(iii)
    
    a reduction of any amount due and payable under any Finance
Document,
 which is incurred or suffered by the Lender to the extent that it is attributable
to the Lender having entered into its Commitment or funding or performing its
obligations under any Finance Document.
 12.2
    
    Increased cost claims
 (a)
    
    If the Lender intends to make a claim pursuant to Clause 12.1 (Increased
costs), the Lender shall notify the Borrower of the event giving rise to the claim.(b)
    
    The Lender shall provide a certificate to the Borrower confirming the amount
of its Increased Costs.
 12.3
    
    Exceptions
 (a)
    
    Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost
is:
 (i)
    
    attributable to a Tax Deduction required by law to be made by
the Borrower;
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(ii)
    
    compensated for by Clause 11.3 (Tax indemnity) (or would have
been compensated for under Clause 11.3 (Tax indemnity) but was not so
compensated solely because any of the exclusions in Clause 11.3 (b) applied);
or(iii)
    
    attributable to the wilful breach by the Lender of any law
or regulation.
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CLAUSE 13  OTHER INDEMNITIES
 13.
    
    OTHER INDEMNITIES13.1
    
    Currency indemnity(a)
    
    If any sum due from the Borrower under the Finance Documents (a Sum), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the currency
(the First Currency) in which that Sum is payable into another currency (the Second
Currency) for the purpose of:
 (i)
    
    making or filing a claim or proof against the Borrower; or(ii)
    
    obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings,
 the Borrower shall as an independent obligation, within three (3) Business Days of demand,
indemnify the Lender against any cost, loss or liability arising out of or as a result of
the conversion including any discrepancy between (A) the rate of exchange used to convert
that Sum from the First Currency into the Second Currency and (B) the rate or rates of
exchange available to that person at the time of its receipt of that Sum.(b)
    
    The Borrower waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.13.2
    
    Other indemnitiesThe Borrower shall, within five (5) Business Days of demand, indemnify the Lender against
any cost, loss or liability incurred by the Lender as a result of:
 (a)
    
    the occurrence of any Event of Default;(b)
    
    the information produced or approved by the Borrower in connection with the
Facility being or being alleged to be misleading and/or deceptive in any respect;(c)
    
    a failure by the Borrower to pay any amount due under a Finance Document on
its due date;(d)
    
    funding, or making arrangements to fund a Loan requested by the Borrower in a
Utilisation Request but not made by reason of the operation of any one or more of the
provisions of this Agreement (other than by reason of default or negligence by the
Lender alone); or(e)
    
    a Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrower.
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CLAUSE 14  MITIGATION BY THE LENDER
 14.
    
    MITIGATION BY THE LENDER14.1
    
    Mitigation
 (a)
    
    The Lender shall, take all reasonable steps to mitigate any circumstances
which arise and which would result in any amount becoming payable under or pursuant
to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 11 (Tax gross up
and indemnities) (other than Clause 11.6 (Indirect Tax)) or Clause 12 (Increased
costs) including transferring its rights and obligations under the Finance Documents
to another Affiliate or Facility Office.(b)
    
    Clause 14.1(a) above does not in any way limit the obligations of the
Borrower under the Finance Documents.
 14.2
    
    Limitation of liability
 (a)
    
    The Borrower shall indemnify the Lender for all costs and expenses reasonably
incurred by the Lender as a result of steps taken by it under Clause 14.1
(Mitigation).(b)
    
    The Lender is not obliged to take any steps under Clause 14.1 (Mitigation)
if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to
it.
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##### 



CLAUSE 15  COSTS AND EXPENSES
 15.
    
    COSTS AND EXPENSES15.1
    
    Transaction expensesThe Borrower shall within five (5) Business Days of demand pay the Lender the amount of all
costs and expenses (including legal fees) reasonably incurred by the Lender in connection
with the negotiation, preparation, printing and execution of:
 (a)
    
    this Agreement and any other documents referred to in this Agreement; and(b)
    
    any other Finance Documents executed after the date of the Agreement.
 15.2
    
    Amendment costsIf the Borrower requests an amendment, waiver, release or consent, the Borrower shall,
within five (5) Business Days of demand, reimburse the Lender for the amount of all costs
and expenses (including legal fees) reasonably incurred by the Lender in responding to,
evaluating, negotiating or complying with that request or requirement.15.3
    
    Enforcement costsThe Borrower shall, within three (3) Business Days of demand, pay the Lender the amount of
all costs and expenses (including legal fees) incurred by the Lender in connection with the
enforcement of, or the preservation of any rights under, any Finance Document.15.4
    
    Transaction undertaking to pay
 (a)
    
    The Borrower undertakes to pay the Lender within five (5) Business Days of
demand an amount equal to any liability, damages, loss, cost or expense (including
legal fees, costs and expenses) incurred by or awarded against the Lender or any of
its Affiliates or any of its (or its Affiliates) directors, officers, employees or
agents (each a Relevant Party) arising out of, in connection with or based on the
use of proceeds of any Loan, except to the extent such liability, damages, loss, cost
or expense incurred or awarded results from any breach by the Lender of a Finance
Document which is finally judicially determined to have resulted directly from the
gross negligence or wilful misconduct of that Relevant Party.(b)
    
    The Borrower undertakes to pay the Lender, within five (5) Business Days of
demand, an amount equal to any cost or expense (including legal fees, costs and
expenses) incurred by any Relevant Party in connection with investigating, preparing,
pursuing or defending any action, claim, suit, enquiry, investigation, subpoena (or
similar order) or litigation or other
 55




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proceeding arising out of, in connection with or based on any of the above or with
respect to any of the matters referred to in Clause 15.4 (a) above, whether or not
pending or threatened and whether or not any Relevant Party is a party.(c)
    
    The Lender shall not have any duty or obligation, whether as fiduciary for
any Relevant Party or otherwise, to recover any payment made or required to be made
under Clause 15.4 (a).(d)
    
    The Borrower agrees that no Relevant Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Borrower or any of its
Affiliates for or in connection with anything referred to in Clause 15.4(a) above
except for any such liability, damages, loss, cost or expense incurred by the Borrower
that results directly from any breach by that Relevant Party of any Finance Document
which is in each case finally judicially determined to have resulted directly from the
gross negligence or wilful misconduct of that Relevant Party.(e)
    
    Notwithstanding Clause 15.4(d) above, no Relevant Party shall be responsible
or have any liability to the Borrower or any of its Affiliates or anyone else for any
reason, including without limitation:
 (a)
    
    in respect of any advice or opinion which may be given to the
Borrower in respect of the Facility; and(b)
    
    for any expense, loss or damage suffered by the Borrower as a
result of, or in connection with the Facility or any action taken by the
Lender which is permitted under the Facility.
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CLAUSE 16  REPRESENTATIONS AND WARRANTIES
 16.
    
    REPRESENTATIONS AND WARRANTIESThe Borrower makes the representations and warranties set out in this Clause 16 to the
Lender on the date of this Agreement.16.1
    
    Corporate Organisation and Clearances
 (a)
    
    The Borrower: (i) is a duly organised and validly existing company under the
laws of India; and (ii) has the power and authority to execute and deliver the
Transaction Documents and obtain ownership rights and/or leasehold rights in its
property and assets and perform its obligations under the Transaction Documents, to
transact the business in which it is engaged or proposes to be engaged and to do all
things necessary or appropriate in respect of the Project and to consummate the
transactions contemplated by the Transaction Documents to which it is a Party.(b)
    
    Such of the acts, conditions and things required to be done, fulfilled or
performed, and all authorisations as required or essential, as on the date when this
representation and warranty is made, for the purpose of the Project or for the entry
and delivery of the Transaction Documents entered into or for the performance of the
Borrowers obligations in terms of and under the Transaction Documents have been done,
fulfilled, obtained, effected and performed and are in full force and effect and no
such authorisation has been, or is threatened (as evidenced by a notice or receipt of
communication in writing) to be, revoked or cancelled.(c)
    
    The Borrower has, wherever necessary, obtained import licences with list of
equipment and/or necessary authorisations about eligibility, scope and validity of
imports under open general licence for equipment to be imported for the Project.
 16.2
    
    Binding obligationsThe obligations expressed to be assumed by it in each Finance Document are legal, valid,
binding and enforceable.16.3
    
    Non-conflict with other obligationsThe entry into and performance by it of, and the transactions contemplated by, the Finance
Documents do not and will not conflict with:
 (a)
    
    any law or regulation applicable to it;(b)
    
    its constitutional documents; or
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(c)
    
    any agreement or instrument binding upon it or any of its assets, or
institute a default or termination event (however discussed) under any such agreement
or instrument.
 16.4
    
    Validity and admissibility in evidenceAll Clearances required or desirable:
 (a)
    
    to enable it lawfully to enter into, exercise its rights and comply with its
obligations in the Finance Documents to which it is a party;(b)
    
    to make the Finance Documents to which it is a party admissible in evidence
in its jurisdiction of incorporation; and(c)
    
    for it to carry on its business,
 have been obtained or effected and are in full force and effect.16.5
    
    Governing law and enforcement
 (a)
    
    The choice of English law as the governing law of this Agreement, will be
recognised and enforced in its Relevant Jurisdictions; and(b)
    
    Any judgment obtained in England in relation to a Finance Document (or in the
jurisdiction of the governing law of that Finance Document) will be recognised and
enforced in its Relevant Jurisdictions and, in relation to a Finance Document governed
by a law other than English law, in the jurisdiction of the governing law of that
Finance Document.
 16.6
    
    No filing or stamp taxesSubject to as provided in the Finance Documents, under the law of its jurisdiction of
incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled
with any court or other authority in that jurisdiction or that any stamp, registration or
similar tax be paid on or in relation to the Finance Documents or the transactions
contemplated by the Finance Documents other than the stamp duty paid at the time of
execution of the Agreement or the stamp duty payable in accordance with Clause 11.5 (Stamp
Duty and Taxes) and other than the regulations notified by the Reserve Bank of India from
time to time.16.7
    
    No misleading information
 (a)
    
    Any factual information provided by or on behalf of the Borrower was true and
accurate in all material respects as at the date it was provided or as at the date (if
any) at which it is stated.(b)
    
    Any financial projections provided by or on behalf of the Borrower were
prepared on the basis of recent historical information and on the basis of
 58




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reasonable assumptions at the time such financial projections were prepared.(c)
    
    Nothing has occurred or been omitted from the information so provided and no
information has been given or withheld that results in any information provided by or
on behalf of the Borrower being untrue or misleading in any material respect.
 16.8
    
    Financial statements
 (a)
    
    Any and all financial statements of the Borrower which have been or shall be
supplied to the Lender have been or will be prepared in accordance with GAAP
consistently applied and give a true and fair view of the Borrowers financial
condition and operations as at the end of and for the relevant financial year.(b)
    
    There has been no material adverse change in its condition (financial or
otherwise), assets, operations, prospects or business since December 30, 2008.(c)
    
    As at the date of its most recent financial statements (if any), the Borrower
had no indebtedness (whether arising under contract or otherwise and regardless of
whether or not contingent) which was not disclosed by those financial statements (or
by the notes thereto) or reserved against therein, nor any unrealised or anticipated
losses which were not so disclosed or reserved against.
 16.9
    
    No proceedings pending or threatenedNo litigation, arbitration, investigative or administrative proceedings of or before any
court, arbitral body or agency (including any arising from or relating to Environmental
Law) which, if adversely determined, might have a Material Adverse Effect have (to the best
of its knowledge and belief) been started or threatened (as evidenced by a notice or
receipt of communication in writing) against it.16.10
    
    TitleIt has good and marketable title to or valid leases and licences of or is otherwise
entitled to use, (i) all material assets necessary or desirable for it to carry on its
business as it is being or is proposed to be conducted and (ii) all assets forming part of
the Security.16.11
    
    Authorised signatoriesEach person specified as its authorised signatory in any document accepted by the Lender
pursuant to paragraph 1(c) of Schedule 1 (Conditions precedent) or delivered to the Lender
pursuant to Clause 17.2(xxv) (Other Information to be
 59




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provided) is, subject to any notice to the contrary delivered to the Lender pursuant to
Clause 17.2(xxv) (Other Information to be provided), authorised to sign all Utilisation
Requests and other notices on its behalf under or in connection with the Finance Documents.16.12
    
    Solvency
 (b)
    
    It is able to, and has not admitted its inability to, pay its debts as they
mature and has not suspended making payment on any of its debts and it will not be
deemed by a court to be unable to pay its debts within the meaning of the laws of each
of its Relevant Jurisdictions, nor in any such case, will it become so in consequence
of entering into any Finance Document.(c)
    
    It, by reason of actual or anticipated financial difficulties, has not
commenced, and does not intend to commence, negotiations with one or more of its
creditors with a view to rescheduling its indebtedness.(d)
    
    The value of its assets is more than its liabilities (taking into account
contingent and prospective liabilities) and it has sufficient capital to carry on its
business.(e)
    
    It has not taken any corporate action nor have any legal proceedings or other
procedures or step been taken, started or threatened (as evidenced by a notice or
receipt of communication in writing) in relation to anything referred to in Clause
20.19 (Winding up, Bankruptcy and Dissolution).
 16.13
    
    Foreign Exchange Control/Reserve Bank ApprovalThe Borrower has obtained all necessary governmental and other consents required under all
Applicable Law, including the necessary approval from the RBI, for the Lender providing,
and the Borrower using the Facility.16.14
    
    Repetition
 (a)
    
    The representations and warranties set out in this Clause 16 are deemed to be
made by the Borrower by reference to the facts and circumstances then existing on the
date of the Utilisation Request and the Utilisation Date.(b)
    
    The Repeating Representations are deemed to be made by the Borrower by
reference to the facts and circumstances then existing on the first day of each
Interest Period.(c)
    
    The representations and warranties set out in Clause 16.7 (No misleading
information) shall, in addition, be deemed to be made by the Borrower on the date of
each Transfer Certificate signed by reference to the facts and circumstances then
existing.
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##### 



16.15
    
    Events of Default, Legal Proceedings, Material Adverse Effect
 (a)
    
    The Borrower confirms that there has not occurred any material amendment to
or modification of, any Transaction Document that is executed as on the date this
representation and warranty is made, without the prior written consent of the Lender
or the Facility Agent.(b)
    
    The Borrower confirms that there has not been initiated nor is there pending
nor are there any threatened (as evidenced by a notice or receipt of communication in
writing) Legal Proceedings, relating to the Project, the Borrower, the Sponsor or
their assets, or any Major Project Party having or likely to have a Material Adverse
Effect.(c)
    
    The Borrower confirms that no Event of Default or Potential Event of Default
has occurred or is subsisting under any Transaction Document.(d)
    
    The Borrower confirms that none of its Directors or promoters is on the
caution list/specific approval list of the Export Credit Guarantee Corporation of
India Limited (ECGC) or the Reserve Bank of Indias defaulter list/caution list or the
defaulters list under the Conservation of Foreign Exchange and Prevention of Smuggling
Activities Act, 1974 (COFEPOSA) or is a defaulter of the Lender and that no Director
is disqualified under Section 274 of the Companies Act.
 16.16
    
    ConsentsThe Borrower confirms that, other than Clearances which have already been obtained with
respect to the Borrower and all other Material Project Participants, no Clearance or
validation of, or filing, recording or registration with, or exemption or waiver by, any
Governmental Agency, is required to authorise, or is required in connection with: (i) the
execution, delivery and performance of the Transaction Documents to which they are party;
(ii) the legality, validity, binding effect or enforceability hereof or thereof; or (iii)
the ownership, construction or operation of the Project as contemplated by the Project
Documents. The Borrower further confirms that no notice has been received and the Borrower
is not aware of any reason to believe that any authorisation/ Clearance which is necessary
or required to be obtained in relation to the Project will not be granted or obtained.16.17
    
    Compliance with Laws
 (i)
    
    The Borrower, Sponsor and all other Major Project Parties are in compliance
in all respects with all Applicable Law and governmental authorisations for the
development, construction, ownership and operation of the Project.(ii)
    
    The Borrower certifies that the Project is being carried out in compliance
with all Applicable Law.
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(iii)
    
    Neither the Project Site nor the Plant (nor any other property with respect
to which the Borrower has retained or assumed liability either contractually or by
operation of law) has been affected by any hazardous material in a manner which does
or is reasonably likely to give rise to any liability of the Borrower under any
Applicable Law nor is there disposal of any hazardous material by the Borrower outside
the Project Site.
 16.18
    
    Good Title
 (i)
    
    The Borrower has ownership rights/leasehold rights and title to the immovable
property, and owns the movable property, assets and revenues of the Borrower on which
it grants or purports to grant Security Interest(s) pursuant to the Security
Documents, in each case free and clear of any encumbrance other than any Permitted
Security Interest, and further confirms that the Security Interest(s) created or
expressed to be created by the Security Documents is valid and enforceable.(ii)
    
    The Borrower is lawfully possessed of the ownership, use and other interests
or rights (including leasehold rights), with respect to the Project Site and on which
it purports to grant Security Interest including any special purpose facilities on the
Project Site, free of all Security Interests (other than Permitted Security Interest)
and confirms that the Project Site is suitable for the location, construction and
operation of the Project.(iii)
    
    There are no encumbrances subsisting or in existence on any of the
Borrowers assets other than any Permitted Security Interest.
 16.19
    
    No Subsidiaries or Equity InterestOther than as may have been permitted by the Facility Agent, the Borrower has no other
subsidiaries and owns no equity interest in any Person other than;
 (i)
    
    a subsidiary setting up a power project in the state of Punjab to
the extent of Fifty Thousand (50,000) shares having a par value of Rs. 10 (Rupees Ten)
per share. Any further investment in this subsidiary whether in the form of
subscription to shares, lending monies or otherwise in excess of Rs 5,00,000 (Rupees
Five Lakhs),shall not be made, unless: (i) such funds have been invested in the
Borrower by the Sponsor through subscription to the Borrowers Shares; and (ii) prior
written consent of the Facility Agent has been obtained; and(ii)
    
    a company set up to mine coal from the Coal Blocks to the extent of
5,217,432 shares having a par value of Re. 1 (Rupee One) per share.
 16.20
    
    Sufficient FundsUndisbursed monies in the Accounts, together with the aggregate of: (i) amounts
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##### 



that are committed but undrawn under the Finance Documents and the Common Rupee Loan
Agreement; (ii) Loss Proceeds received by and available to the Borrower; (iii) liquidated
damages and other amounts that have crystallised pursuant to the Project Documents; and
(iv) without duplication, amounts available under the Sponsor Support Agreement, equal or
exceed the amount necessary to pay all Project Costs which have been or may be incurred in
connection with the completion of the Project and achievement of Final Completion,
including all working capital needs of the Borrower in connection with start-up activities
and all interest, fees and other amounts to be paid under the Finance Documents and the
Common Rupee Loan Agreement.16.21
    
    Utility ServicesAll utility services necessary for the construction, operation and maintenance of the
Project, including but not limited to storm and sanitary sewer, electricity and telephone
services and facilities, as are necessary for the Project, 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.16.22
    
    Security
 (i)
    
    The Borrower certifies that all Security Documents when executed,
delivered and registered (where necessary or desirable) and when appropriate forms
are filed as required under Applicable Law, shall create and perfect legal, valid
and enforceable Security (including performance of all registrations and filings
as may be required and obtaining of all consents required therefor) over the
assets referred therein including without limitation a legal, valid and
enforceable security assignment of all Project Documents, and all other necessary
and appropriate action has been taken so that each such Security Document creates
an effective Security Interest on all right, title, estate and interest of the
Borrower in the property, assets and revenues of the Borrower covered thereby.(ii)
    
    Each of the Secured Parties shall have a first ranking charge over
all the assets referred to in the Security Documents.(iii)
    
    The Borrower has not created any Security Interest upon any of its
present or future revenues or other assets in favour of any Person other than the
Secured Parties nor does it have any obligation to create any Security Interest
other than Permitted Security Interest.(iv)
    
    The Borrower confirms that the Security Interests to be created
pursuant to this Agreement or under any Finance Document or at any time created in
favour of or for the benefit of the Lender shall be and
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remain a continuing security to secure the Lender and accordingly shall:
 a.
    
    secure the Borrowers dues under the Finance Documents;b.
    
    not be discharged by any intermediate payment by the Borrower
or any settlement of accounts between the Borrower and the Lender or the
Security Trustee;c.
    
    be in addition to and not in substitution for or derogation
of any other security which the Lender or the Security Trustee may at any time
hold in respect of the Borrowers dues/obligations under the Finance
Documents; andd.
    
    be a security for all amounts due and payable by the Borrower
for all the sums due by the Borrower to the Lender and its trustees or agents,
whether under the Finance Documents or otherwise.
 (v)
    
    The Security created and indemnities and undertakings given herein
and/or by the Security Documents executed in favour of, or for the benefit of the
Lender to secure the Facility shall operate as continuing security and/or
indemnities and/or undertakings for all monies, indebtedness and liabilities of
the Borrower with respect to the Facility and will operate as security and/or
indemnities and/or undertaking for the ultimate balance or aggregate balance with
interest thereon and costs, charges and expenses, if any, to become payable upon
the account(s) to be opened and the said account(s) is/are not closed and is/are
not to be considered to be closed for the purpose of such security and/or
indemnity and/or undertaking and the security and/or indemnity and/or undertaking
is not to be considered exhausted merely by reason of the said account(s) being
closed and fresh accounts being opened in respect of any fresh financial
assistance being granted within the overall limit sanctioned to the Borrower or
either or any of them being brought to credit at any time or from time to time or
any partial payments made thereto or any fluctuations of such account(s) and if
the whole of the Lenders dues shall be repaid and the whole of the security be
withdrawn the account(s) or either or any of them may nevertheless at any time
before such account(s) has or have been closed, be continued under this Agreement
upon the security as aforesaid being again furnished.
 16.23
    
    Insurance
 (i)
    
    The Borrower certifies that all its assets over which a Security Interest
has been created in favour of the Lender have been insured and the Insurance Contracts
have been duly endorsed to the Lender/Security Trustee as loss payees or
beneficiaries.
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(ii)
    
    The Borrower confirms that all insurance as per the Insurance Contracts have
been put in place at the times and in the manner required herein and are as
contemplated herein and are in full force and effect and it has complied with all its
obligations under the Insurance Contracts and 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 thereunder to less than
the amount provided in the relevant policy and insurance coverage provided by such
insurance.
 16.24
    
    Intellectual PropertyThe Borrower has lawful and valid right to use free and clear of any pending or threatened
Security Interest, all patents, patent applications, trademarks, permits, service marks,
trade names, trade secrets, proprietary information and knowledge, technology, computer
programs, databases, copyrights, licenses, franchises and formulas, or rights (collectively
the Intellectual Property Rights) with respect thereto necessary for implementation of
the Project. The Borrower confirms that all actions (including registration, payment of all
registration and renewal fees) required to maintain the same in full force and effect have
been taken as and when required. Further, none of the Intellectual Property Rights owned or
enjoyed by the Borrower, or which the Borrower is licensed to use, which are material in
the context of the Borrowers business and operations are being infringed nor, so far as
the Borrower is aware, is there any infringement or threatened (as evidenced by a notice or
receipt of communication in writing) infringement of those Intellectual Property Rights
licensed or provided to the Borrower by any Person.16.25
    
    Project ScheduleThe Project Schedule accurately specifies the work that the counterparties to the Project
Documents (for the Scope of Work), propose to complete in each quarter from the First
Utilisation Date till Final Completion, all of which can be expected to be achieved for the
timely construction of the Project in the manner contemplated by the Transaction Documents.16.26
    
    No Immunity
 (a)
    
    The execution or entering into by the Borrower and the Sponsor of the Finance
Documents constitute, and its exercise of its rights and performance of its
obligations under the Finance Documents will constitute, private and commercial acts
done and performed for private and commercial purposes.(b)
    
    Each of the Borrower and the Sponsor is not, will not be entitled to, and
will not claim any immunity whatsoever for itself or any of its properties, assets,
revenues or rights to receive income from any contract, suit, or from the jurisdiction
of any court, from execution of a judgment suit, execution, attachment or other legal
process in any proceedings in relation to the Transaction Documents.
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16.27
    
    All Representations and WarrantiesThe Borrower confirms that all representations and warranties of the Borrower set forth in
the Project Documents are true, complete and correct in all respects at the time as of
which such representations and warranties were made or deemed made.16.28
    
    Capitalisation
 (i)
    
    On the date of this Agreement, (i) the authorized capital of the Borrower
consists of 3,500,000,000 equity shares of par value Rs. 10 per share and
1,000,000,000 redeemable cumulative convertible preference shares of Rs.10 each; (ii)
1,186,493,500 equity shares and 803,230 redeemable cumulative convertible preferable
shares of Rs. 10 each carrying a coupon rate of two per cent (2%) have been issued by
the Borrower; and (iii) 1,186,493,440 of such issued equity shares (representing 99.9%
of the equity shares issued by the Borrower) is owned by the Sponsor. All of the
equity share capital of the Borrower, including the Equity Interest of the Sponsor is
duly and validly issued and fully paid.(ii)
    
    The Borrower does not have outstanding (i) as of the date hereof and as of
the First Utilisation Date, any subordinated indebtedness, (ii) any securities
convertible into or exchangeable for its Equity Interests except for compulsorily
convertible preference shares to the extent of the Twinstar Preference Shares or (iii)
other than as set forth in the Sponsor Support Agreement, any rights to subscribe for
or to purchase, or any options for the purchase of, or any agreements, arrangements or
understandings providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its Equity Interests.
 16.29
    
    Transaction Documents
 16.29.1
    
    (i)
    
    The Borrower has, or by the First Utilisation Date will have, duly executed and
delivered each of the Transaction Documents to which it is a party other than those
Transaction Documents for the execution of which different time periods have been provided for
in this Agreement, and each of such Transaction Documents constitutes or, when executed and
delivered, will constitute, its legal, valid and binding obligation enforceable without any
further action being required with respect to such documents on the part of the Secured
Parties or the Facility Agent.
 (ii)
    
    The Facility Agent has received a true, complete and correct copy of each
of the Transaction Documents in effect or required to be in effect as of the date
this representation is made or deemed made (including all exhibits, schedules, side
letters and disclosure letters referred to therein or delivered pursuant thereto, if
any).
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16.29.2
    
    The services to be performed, the materials to be supplied and the easements, licenses and
other rights granted or to be granted to the Borrower pursuant to the terms of the executed
Transaction Documents provide or will provide the Borrower with all rights and property
interests required to enable the Borrower to obtain all services, materials or rights
(including access) required for the design, construction, start-up, operation and maintenance
of the Project, including the Borrowers full and prompt performance of its obligations, and
full and timely satisfaction of all conditions precedent to the performance by others of their
obligations, under the Project Documents, other than those services, materials or rights that
reasonably can be expected to be obtained in the ordinary course of business without material
additional expenses or material delay.16.29.3
    
    All conditions precedent to the obligations of the respective parties under all executed
Project Documents have been satisfied as of the date of this Agreement or will be satisfied
when required or, with the written consent of the Facility Agent, waived, except where the
effectiveness of this Agreement is the only condition remaining unperformed for the
effectiveness of such Project Document.16.30
    
    True and Complete Disclosure16.30.1
    
    The Borrower certifies that the Financial Statements of the Borrower delivered to the
Facility Agent are accurate in all respects as of the date of such statements.16.30.2
    
    The Borrower certifies that all information whether in writing, electronic form or
otherwise or documents furnished to the Secured Parties or the Facility Agent or any
representatives of the Secured Parties or the Facility Agent in connection with the
transaction contemplated hereby, by or on behalf of the Borrower is true, correct and complete
in all respects on the 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 could be expected to have a Material
Adverse Effect which has not been disclosed in writing to the Facility Agent and the Secured
Parties prior to the execution of this Agreement.16.31
    
    Purpose of the CompanyThe Borrower is not engaged in any business or trade nor has incurred any liabilities other
than in connection with its participation in the transactions contemplated by the
Transaction Documents and other than holding the shares of a company engaged in setting
power project in state of Punjab and Rampia Coal Mine and Energy Private Limited.16.32
    
    Expenses prior to Financial CloseThe Borrower agrees that all preliminary, preoperative and development expenses
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incurred by the Borrower prior to Financial Close shall be accounted as part of Project
Cost only to the extent certified by the Lenders Engineer/ Auditor or any other person
required by the Lender and as accepted by the Lender.16.33
    
    Fees and Enforcement16.33.1
    
    Except for fees and Taxes that have been paid in full or will have been paid in full on or
by the date when such fees and Taxes are due, or any fees and Taxes Contested in Good Faith,
no fees or Taxes are required to be paid for the legality, validity or enforceability of the
Transaction Documents.16.33.2
    
    This Agreement and each of such Transaction Documents executed and delivered as of the date
of this representation is made or deemed made are each in proper legal form: (i) under
Applicable Law; and (ii) for the enforcement thereof in the applicable jurisdiction without
any further action on the part of the Facility Agent or any Secured Party.16.34
    
    Budgets and other Items16.34.1
    
    The Construction Budget accurately specifies all costs and expenses previously incurred and
the Borrowers best estimate of all costs and expenses anticipated to be incurred in order to
achieve Final Completion in accordance with the timetable set out in the Project Schedule, all
as confirmed by the Lenders Engineer.16.34.2
    
    All projections and budgets, including the projections of revenues and expenses contained
in the initial Operating Budget, the Base Case and the Project Schedule furnished or to be
furnished to the Lender or the Facility Agent by the Borrower and the summaries of significant
assumptions related thereto: (i) have been and will be prepared with due care; (ii) will
present, in all respects, the Borrowers expectations as to the matters covered thereby as of
such date; (iii) are based on, and will be based on all factual matters in respect of the
estimates therein (including dispatch levels, interest rates and costs); (iv) are and will be
in all respects consistent with the provisions of the Transaction Documents and Applicable
Law; and (v) are prepared on a basis consistent with the Financial Statements referred to in
this Agreement. There are no statements, assumptions or conclusions in any of the projections
or budgets which are based upon or include information known to the Borrower to be misleading
or which fail to take into account information regarding the matters reported therein.16.35
    
    Transactions with AffiliatesThe Borrower is not a party to any contracts or agreements with, nor has any other
commitments to any of its Affiliates other than:
 (i)
    
    contracts or agreements which have been entered into on an arms length
basis; or
 68




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(ii)
    
    contracts or agreements that are permitted to be entered into with Affiliates
under this Agreement; or(iii)
    
    as may have been permitted by the Facility Agent, and a copy of which
contract or agreement has been provided to the Facility Agent.
 16.36
    
    No Other Powers of AttorneyThe Borrower has not executed and delivered any powers of attorney or similar documents,
instruments or agreements, or made arrangements except for those issued under the Security
Documents and the powers authorizing modification, amendments or signatures of the
Transaction Documents, other than in the ordinary course of business.16.37
    
    InvestmentsOther than: (i) Permitted Investments; (ii) any investments permitted by the Facility
Agent; and (iii) the equity interests held by the Borrower in a company engaged in setting
power project in state of Punjab and to the extent of Rs. 5,00,000 (Rupees Five Lakhs) and
Rampia Coal Mine and Energy Private Limited to the extent of Rs. 52,17,432 (Rupees Fifty
Two Lakhs Seventeen Thousand Four Hundred and Thirty Two), the Borrower has not acquired an
equity interest in, loaned money, extended credit or made deposits with or advances (other
than deposits or advances in relation to the payment for goods and equipment the making of
which is expressly contemplated pursuant to the Project Documents) to any Person or
purchased or acquired any stock, obligations or securities of, or any other interest in, or
made any capital contribution to, or acquired all or substantially all of the assets of,
any other Person, or purchased or otherwise acquired (in one or a series or related
transactions) any part of the property or assets of any Person (other than purchases or
other acquisitions of inventory of materials or capital expenditures, each in accordance
with the Construction Budget or the applicable Operating Budget, as the case may be).16.38
    
    AccountsThe most recent Audited Annual Financial Statements of the Borrower delivered to the
Facility Agent/ Lender:
 (i)
    
    have been prepared in accordance with accounting principles and practices
generally accepted in India, consistently applied; and(ii)
    
    represent a true and fair view of its financial condition as at the date to
which they were drawn up,
 and there has been no Material Adverse Effect since the date on which those accounts were
drawn up.
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CLAUSE 17  INFORMATION UNDERTAKINGS
 17.
    
    INFORMATION UNDERTAKINGSThe undertakings in this Clause 17 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or (if later) until the
Commitment has been cancelled in accordance with Clause 5.7 (Cancellation of Commitment by
the Lender).17.1
    
    Know your customer checksIf:
 (i)
    
    the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of this
Agreement;(ii)
    
    any change in the status of the Borrower after the date of this Agreement; or(iii)
    
    a proposed assignment or transfer by the Lender of any of its rights and
obligations under this Agreement,
 obliges the Lender to comply with know your customer or similar identification
procedures in circumstances where the necessary information is not already available to it,
the Borrower shall promptly upon the request of the Lender, supply or procure the supply of
such documents and other evidence as is reasonably requested by the Lender, or any
prospective New Lender to carry out and be satisfied it has complied with all necessary
know your customer or other similar checks under all Applicable Law pursuant to the
transactions contemplated in the Finance Documents.17.2
    
    Other Information to be ProvidedWithin five (5) Business Days after any officer of the Borrower obtains knowledge thereof,
the Borrower shall provide notice to the Facility Agent (and upon occurrence of an Event of
Default or a Potential Event of Default, to the Lender), by facsimile, of the following:
 (a)
    
    any event which constitutes a Potential Event of
Default or Event of Default, specifying the nature of such Potential
Event of Default or Event of Default and any steps the Borrower is
taking and proposes to take to remedy the same;(b)
    
    an event that may delay completion of the
Project, material work stoppages or design changes under the Project
Documents, scarcity or unavailability of any material or
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equipment 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;(c)
    
    any event, circumstance or condition
constituting, or which the Borrower either believes, has claimed or will
claim to constitute a Change in Law under the PPA, together with
copies of all notices, calculations and other correspondence between the
Offtaker(s) and the Borrower pursuant to such Clause;(d)
    
    any event of Force Majeure affecting, or which
either the Borrower or any other Material Project Participant claims
would affect, the performance by such Person of any obligation under any
Transaction Document, together with copies of all notices, calculations,
data and other correspondence between such Material Project Participant
and the Borrower in respect of any such event, circumstance or
condition;(e)
    
    any notice of any application for winding up
having been made or receipt of any statutory notice of winding up under
the provisions of the Companies Act or any other notice under any other
Applicable Law or otherwise of any suit or legal process shall have been
filed or initiated against the Borrower and affecting the title to the
property of the Borrower or if a receiver is appointed over any of the
properties or business or undertakings of the Borrower;(f)
    
    any one or more events, conditions or
circumstances (including any event of Force Majeure or any on-going or
threatened labour strikes, lockouts, shutdowns, slowdown or work
stoppage by the Borrowers, or the Offtakers employees or employees of
any counterparty to a Project Document or any scarcity or unavailability
of materials or equipment or fire or other similar event) that exist or
have occurred that has, had or could reasonably be expected to have a
Material Adverse Effect;(g)
    
    any Legal Proceeding pending or threatened (as
evidenced by a notice or receipt of communication in writing): (a)
against the Borrower; or (b) with respect to any Transaction Document;(h)
    
    any proposal by any Governmental Agency to
acquire compulsorily the Borrower, any of the Security or any part of
the Borrowers business or assets (whether or not constituting an Event
of Default hereunder or under the PPA);
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(i)
    
    any dispute between the Borrower and any Material
Project Participant or between the Borrower or any Material Project
Participant and any Governmental Agency in each case
relating to the Project;(j)
    
    any change in the Authorized Officers, giving
certified specimen signatures of any new officer so appointed and, if
requested by the Facility Agent, satisfactory evidence of the authority
of such new officer;(k)
    
    any actual or proposed termination, rescission,
discharge (otherwise than by performance), amendment or waiver under,
any provision of any Transaction Document or the existence of any event
or condition which permits, or, with the passage of time, would permit,
the Borrower to serve a termination notice under any Project Document;(l)
    
    any notice, document, Clearance, authorisation,
amendment to any Transaction Document or correspondence received or
initiated by the Borrower relating to the Project necessary for the
performance of its obligations or any other Material Project
Participants, obligations under the Transaction Documents;(m)
    
    any Security Interest (other than a Permitted
Security Interest) being granted or established or becoming enforceable
over any of the Borrowers assets;(n)
    
    any proposed material change in the design,
nature or scope of the Project or any change in the business or
operations of the Borrower;(o)
    
    any event, circumstance or condition which
requires, or which the Borrower believes or which the Offtaker(s) has
claimed requires, pursuant to the PPA, an amendment to the provisions of
the PPA or the tariff provided for in the PPA on the basis that the
tariff determined under the PPA is not in compliance with the
Electricity Act, 2003 and Applicable Law;(p)
    
    the institution or commencement of any dispute
under the PPA, together with copies of all notices, calculations, data
and other correspondence between the Offtaker and the Borrower in
respect of such institution or commencement;(q)
    
    any notice received by the Borrower purporting to
cancel or alter the terms of any Insurance Contract (including any
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notification of any premium increase therefor);(r)
    
    any: (i) fact, circumstance, condition or
occurrence at, on, or arising from the Project Site that results in non
compliance with any Applicable Law and constitutes a Material Adverse
Effect; and (ii) pending or threatened (as evidenced by a
notice or receipt of communication in writing) environmental claim
against the Borrower, or any of the Borrowers contractors or
lessees arising in connection with their occupying or conducting
operations on or in relation to the Project or the Project Site;(s)
    
    copies of any data relative to the performance of
any tests under any Project Document;(t)
    
    any accident resulting in loss of life of any
employee of the Borrower or any counterparty to any Project Document
occurring at the Project Site or otherwise arising in India, in each
case in connection with the Project;(u)
    
    the occurrence of any event in connection with
the reorganisation of the Offtaker or the State of Orissa which has an
impact on the rights and obligations of the Borrower under the PPA;(v)
    
    any representation, warranty, covenant or
condition under the Finance Documents being or becoming untrue or
incorrect in any respect;(w)
    
    the occurrence of any event with respect to which
any insurance has been obtained under the Insurance Contracts, and any
loss or damage suffered as a result of such event to the assets of the
Borrower;(x)
    
    any circumstances affecting the financial
position of the Borrower, the Sponsor, the Borrowers subsidiaries or
companies in which the Borrower has been permitted to have large
investments, including any action or Legal Proceedings commenced by any
creditor of such entities; and(y)
    
    any change in the authorised signatories of the
Borrower, signed by a director or the secretary of the Borrower, whose
specimen signature has previously been provided to the Lender,
accompanied (where relevant) by a specimen signature of each new
signatory.
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17.3
    
    Required Information and DataIn order to inform the Lender about the physical progress as well as provide evidence to
the Lender that the expenditure incurred on the Project is in accordance with the Project
Schedule, the Borrower shall provide to the Facility Agent or to the Lender all relevant
information and data as may be required by the Facility Agent including certification from
the Lenders Engineer/Auditor
regarding completion of the Project. The Borrower shall also ensure that the physical
progress of the development of the Coal Blocks is proceeding in accordance with the
schedule provided to the Lender and provide all relevant information and data as may be
required by the Facility Agent in relation thereto. While delivering copies of documents,
materials and information required to be delivered under the Finance Documents and this
sub-Clause, the Borrower shall deliver such number of copies of all documents, materials
and information as is sufficient for onward delivery to the Lender.17.4
    
    Construction Schedule Milestone DatesWithin five (5) Business Days, the Borrower shall certify to the Facility Agent (such
certification to be confirmed by the Lenders Engineer) of the occurrence of each of: (i)
the Date of Commercial Operation for each Unit and Project COD; (ii) Final Completion;
(iii) any change in the scheduled Date of Commercial Operations of any Unit; and (iv) the
date on which the Borrower proposes to take over each Unit of the Project pursuant to the
Project Documents prior to scheduled synchronisation date of any Unit of the Project.
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CLAUSE 18  GENERAL UNDERTAKINGS
 18.
    
    GENERAL UNDERTAKINGSThe undertakings in this Clause 18 remain in force from the date of this Agreement until
the Final Settlement Date.18.1
    
    Project Implementation and Use of ProceedsThe Borrower shall:
 (i)
    
    use the Facility granted under this Agreement only towards all overseas
payments required to be made for the purpose of import / purchase of Equipment and
Machinery from the Suppliers and together with the Facility under this Agreement use
the proceeds of the Rupee Loan only to pay the Project Costs, in accordance with the
Finance Documents, and in particular, the proceeds of the Finance Documents shall not
be used for the following:
 (a)
    
    subscription to or purchase of shares/debentures and
investment in real estate;(b)
    
    repayment of dues of Affiliates, promoters/associate
concerns/inter-corporate deposits, etc.;(c)
    
    for extending loans/facilities to subsidiary or associate
companies or for making any inter-corporate deposits; and(d)
    
    for any speculative purposes.
 (ii)
    
    carry out the Project and conduct its business as per prudent industry
standards and accepted industry practices and with due diligence and efficiency and in
accordance with generally acceptable construction, engineering, financial and business
practices and, prior to Final Completion in accordance with the Construction Budget
and shall achieve Project COD by the end of twenty one (21) months from Financial
Close or June 30, 2010, whichever is earlier, unless otherwise permitted by the
Lender; and(iii)
    
    cause the construction of the Project to be executed and completed with due
diligence and continuity (except for interruptions due to events of Force Majeure
which the Borrower will use all efforts to mitigate), in accordance with generally
accepted construction and engineering practices.
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18.2
    
    InspectionThe Borrower, at reasonable intervals, will permit officers and designated representatives
of the Lender to carry out technical, legal, or financial inspections and visit and inspect
during normal business hours, any of the properties of the Borrower, including the Project,
Plant, installations, Project Site, Project facilities, equipments, records, documents,
works, Project Site and buildings on the Project Site and to examine and make copies of the
books of record and accounts of the Borrower and discuss the affairs, finances and accounts
of the Borrower with, and be advised as to the same, by its officers. The Borrower shall
provide full assistance and co-operation to the Lender or the Facility Agent. The cost of
any such visit shall be borne by the Borrower. Providedthat upon the occurrence of an
Event of Default or a Potential Event of Default: (a) the Lender or any of its officers and
representatives may carry out the aforementioned inspections as often as may be required by
them; and (b) no notice shall be required to be given to the Borrower under this Clause
18.2.18.3
    
    Books, Records and Inspections, Accounting and Audit Matters18.3.1
    
    The Borrower will properly keep such records as are required to be maintained under
Applicable Law and the Transaction Documents and such accounts as are adequate to reflect
truly and fairly the financial condition and results of operations of the Borrower (including
the progress of the Project) which shall contain full, true and correct entries in conformity
with GAAP consistently applied and all requirements of Applicable Law, and will not radically
change its accounting policy/system without prior approval of the Lender. Provided that the
Borrower may, upon informing the Lender of the same, keep records and maintain accounts in
conformity with IFRS.18.3.2
    
    In the event that auditors acting as the Auditors cease acting as the auditors for the
Borrower for any reason, the Borrower shall promptly inform the Facility Agent of the reasons
for such cessation and shall appoint in accordance with Applicable Laws and maintain as its
Auditors, another firm of independent chartered accountants, approved by the Board and
shareholders and under intimation to the Facility Agent.18.4
    
    Additional Documents, Filings and Recordings18.4.1
    
    The Borrower shall execute and deliver, from time to time but in no event later than fifteen
(15) days, or such additional time as may be permitted by the Facility Agent, from the request
made by the Facility Agent, at the Borrowers expense, such other documents as the Lender may
request in connection with its rights and remedies granted or provided for by the Transaction
Documents and to consummate the transactions contemplated therein.18.4.2
    
    The Borrower will do all such acts necessary to: (i) create, perfect and maintain the
Security in full force and effect at all times (including the priority thereof); and (ii)
preserve and protect the Security and protect and enforce its rights and title,
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and the rights
and title of the Lender, to the Security.Provided further that the Borrower shall pay on demand to the Lender, all reasonable and
actual costs incurred by their legal counsel/ company secretaries/
advisors in connection with creation and registration of security, certification of charge
thereof with the registrar of companies, compilation of search/ status reports or other
similar matters.18.5
    
    Financing FeesThe Borrower shall pay all financing fees and charges due and payable in relation to the
Agreement to the Lender on the Due Dates as specified hereunder.18.6
    
    Transaction Documents18.6.1
    
    The Borrower shall comply in all respects with the provisions of the Transaction Documents.18.6.2
    
    The Borrower shall ensure that each of the Transaction Documents is maintained in full force
and effect. Provided that:
 (i)
    
    the PPA (other than the GRIDCO PPA) or other sale arrangements satisfactory
to the Lender for the offtake of power from the Project for maintaining a minimum DSCR
of 1.1 shall be executed on or before a date which is six (6) months prior to Project
COD;(ii)
    
    the PPA (other than GRIDCO PPA) or other sale arrangement(s) for the offtake
of the balance power generation capacity of the Project on a merchant basis shall be
executed on or before a date which is two (2) months prior to Project COD;(iii)
    
    Transaction Documents required for the purpose of making firm and suitable
arrangements for transmission and evacuation of power from any Unit shall be executed
on or before a date which is six (6) months prior to the Date of Commercial Operation
of such Unit;(D)
    
    Fuel Supply Agreements and Coal Transportation Agreements required for
meeting the coal requirements of any Unit (other than the first Unit, for which, Fuel
Supply Agreements and Coal Transportation Agreements are required to be executed prior
to the First Utilisation Date) including obtaining necessary approvals from the
Railways and other authorities and arranging for coaches/railway wagons for
transportation of the coal till the Project Site from any Unit (other than the first
Unit) shall be executed on or before a date which is six (6) months prior to the Date
of Commercial Operation of each Unit (other than the first Unit); and(E)
    
    Transaction Documents required for requisite water drawal required for the
Project from the Hirakud Dam/any other source from the Government of
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Orissa, or any
other Person (which will be reviewed by the Lenders Engineer) shall be executed on or
before June 30, 2009.
 18.6.3
    
    The Borrower shall not enter into or further execute any new agreement having a value over
Rs. 10,00,00,000 (Rupees Ten crores) in relation to the Project with any Person, unless such
agreement is approved by the Facility Agent.18.6.4
    
    The Borrower shall, in a manner satisfactory to the Lender, carry out necessary changes and
modifications as are required by the Lender or are recommended by the Lenders Counsel, Lenders
Engineer and Lenders Insurance Consultant and deemed necessary by the Lender to be made to the
Transaction Documents, executed prior to or after the date of this Agreement, arising out of
any due diligence conducted by them or otherwise.18.6.5
    
    Upon occurrence of an Event of Default or a Potential Event of Default, the Borrower agrees
to take such actions under the Project Documents, as may be directed by the Lender.18.6.6
    
    With respect to any Transaction Documents executed after the date of this Agreement, the
Borrower shall deliver to the Facility Agent copies thereof, together with a certificate of
the Borrower to the effect that each of such Transaction Documents are true, correct and
complete in all respects, and in full force and effect.18.7
    
    Security18.7.1
    
    The Loan together with all fees, costs, charges, expenses and all amounts payable to the
Secured Parties under the Finance Documents shall be secured by the following:
 (1)
    
    a first ranking charge / Security Interest through the execution of the Deed
of Hypothecation in favour of the Security Trustee, in respect of:
 (i)
    
    all the Borrowers movable fixed properties and assets for
the Project, both present and future;(ii)
    
    all tangible and intangible assets including but not limited
to the goodwill, undertaking and uncalled capital of the Borrower for the
Project;(iii)
    
    all of the operating cash flows, commissions, revenues of
whatsoever nature and wherever arising, present and future pertaining to the
Project and all revenues and receivables of the Borrower from the Project;(iv)
    
    all the Borrowers accounts, (including but not limited to
the Account and the Permitted Investments) for the Project and each of the
other accounts required to be created by the Borrower for the
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Project under
any Transaction Document, including without limitation, the Trust and
Retention Accounts Agreement; including in each case, all monies lying
credited/deposited into such accounts;
 (2)
    
    an undertaking by the Sponsor for non-disposal of 51% of the total, issued
and paid up Shares of the Borrower held by them.The Security over assets comprised in items (1) and (2) above shall be collectively
referred to as the Initial Security.(3)
    
    a first ranking charge/Security Interest through the creation of a mortgage
in favour of the Security Trustee, in respect of:
 (i)
    
    all the Borrowers immovable properties both present and
future for the Project;(ii)
    
    assignment of all of the Borrowers rights, titles and
interest in respect of the assets and its rights to the Project under each of
the Project Documents, duly acknowledged and consented to, where required, by
the relevant counter-parties to such Project Documents, all the Borrowers
rights under each letter of credit/guarantee or performance bond that may be
posted by any party to a Project Document for the Borrowers benefit and all
the Borrowers rights under the Clearances (including all contract, licences,
permits, approvals, concessions and consents in respect of or in connection
with the Project, to the extent assignable under Applicable Law); and(iii)
    
    all the Insurance Contracts (and cut through clauses in
respect of, or assignments of reinsurances, as applicable) naming the Security
Trustee as an additional insured/sole loss payee (as may be required by the
Lender);
 (4)
    
    a first ranking pledge in respect of 51% of the total, issued and paid up
shares of Rampia Coal Mine and Energy Private Limited held by the Borrower through the
execution by the Borrower of a Share Pledge Agreement in favour of the Security
Trustee (the Pledge);The Security over assets comprised in items (3) and (4) above shall be collectively
referred to as Subsequent Security.The Initial Security and Subsequent Security shall be collectively referred to as
the Security.Providedland/right of way and immoveable/moveable assets for the transmission line
of 235 km up to Meramandali shall not be included within the Security created/to be
created for the Lender.
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18.7.2
    
    Each of the Security Documents and the Security Interest over the assets created thereunder
in favour of the Security Trustee for the benefit of the Lender shall be in full force and
effect.18.7.3
    
    The Borrower shall create and perfect the Initial Security prior to the First Utilisation
Date under this Agreement and the Subsequent Security on or prior to a date which is the
earlier of: (a) a date which is three (3) months prior to the Date of Commercial Operations of
the first Unit of the Project; and (b) a date which is six (6) months from the First
Utilisation Date. Provided that the Pledge, specified
in Clause 18.7.1(4) above shall only be required to be created and perfected prior to the
Coal Investment JV Utilisation and if the Borrower acquires any immovable property or any
interest in immovable property for the Project, it shall promptly create the Security over
such immovable property within thirty (30) days of the date of acquisition of such
property.18.7.4
    
    The Borrower shall have obtained written consent of the relevant parties for creation,
perfection and maintenance of the Security required hereunder.18.7.5
    
    The Borrower hereby undertakes to create such additional security as may be required by the
Lender and execute such further documents and agreements as may be required for this purpose
in case the Security provided by the Borrower has in the opinion of the Facility Agent/ Lender
become inadequate due to any reason whatsoever. The creation and perfection of Security by the
Borrower shall be to the satisfaction of the Lenders Legal Counsels.18.7.6
    
    The Lender/Facility Agent reserves the right to modify the Security requirements stated in
this Clause 18.7 prior to execution of all the Finance Documents. Provided that if the
Facility Agent in its opinion decides that certain conditions materially affecting the
security structure have not been met even after execution of all the Finance Documents, then
the Facility Agent reserves the right to modify the security structure, after consultation
with the Borrower, after execution of all the Finance Documents until Financial Close and the
Borrower shall at its own costs, do all acts, deeds and things as may be necessary to create
and perfect the Security in terms of the revised security structure, to the satisfaction of
the Facility Agent.18.7.7
    
    So long as any monies remain due and outstanding to the Lender, the Borrower undertakes to
promptly notify the Lender in writing of all its acquisitions of immovable properties.18.7.8
    
    The Borrower shall be required to obtain a no objection certificate from an Authorised
Dealer or the RBI for the purpose of creation of Security over its assets in favour of the
Lender as required under Applicable Law.
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18.8
    
    Opening of Account
 (a)
    
    The Borrower shall have provided evidence to the Facility Agent of having
established the Account in accordance with the provisions of the Trust and Retention
Account Agreement.(b)
    
    The Borrower hereby agrees and undertakes that any/all amounts in the
Accounts shall be utilised and/or transferred to any other account in such manner as
specified in the Trust and Retention Account Agreement.
 18.9
    
    Auditors CertificateThe Borrower agrees and undertakes that, it shall submit to the Facility Agent, within a
period of thirty (30) days from every Auditors Certificate Provision Date, a certificate
from the Auditors certifying that:
 (i)
    
    the proceeds of all Utilisations that have occurred:
 (a)
    
    as on the first Auditors Certificate Provision Date, from
the First Utilisation Date till the first Auditors Certificate Provision
Date, and(b)
    
    thereafter, from the previous Auditors Certificate Provision
Date till the next Auditors Certificate Provision Date,
 have been utilized only for the purpose of paying Project Costs; and(ii)
    
    the Required Equity, required to have been brought in as on the Utilisation
Date(s) that have occurred since the previous Auditors Certificate Provision Date
(and in the case of the first Auditors Certificate Provision Date, since the First
Utilisation Date) has been brought in.
 18.10
    
    Progress ReportsThe Borrower agrees and undertakes that it shall submit progress reports to the Facility
Agent in a form and manner satisfactory to the Facility Agent every three (3) months, and
upon occurrence of an Event of Default or Potential Event of Default, as and when required
by the Lender.18.11
    
    Project Management; Operation & MaintenanceThe Borrower agrees and undertakes to make arrangements satisfactory to the Facility Agent,
in consultation with the Lenders Engineer, for project management and operation and
maintenance of the Project, including but not limited to:
 (a)
    
    constitution of a project management committee consisting of
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directors/senior
executives of the Borrower to monitor and supervise the implementation of the Project
(including project management and operation and maintenance of the Project) till the
Final Settlement Date (the Project Management Committee); and(b)
    
    making arrangements satisfactory to the Lender so as to be in a ready stage
for operation and maintenance of the Project at least six (6) months prior to Date of
Commercial Operations of the first Unit of the Project.
 The Facility Agent, and after the occurrence of an Event of Default or a Potential Event of
Default, the Lender, shall have the right to seek appropriate information from the Project
Management Committee whenever required by them.18.12
    
    Environment and Social Monitoring and Review18.12.1
    
    The Borrower shall provide the necessary information to the Facility Agent and bear the
costs of conducting a periodic Environment and Social Monitoring and Review (the ESMR), by a
consultant appointed by the Facility Agent (the Environmental Consultant or EC), if so
required by the Facility Agent. The Borrower shall also provide the EC with information
necessary for conducting such ESMR at such intervals as the EC may deem fit. The Borrower
shall also forward to the Facility Agent, copies of the ECs report or any relevant internal
reports or annual/other periodical reports on the environmental and social status and
performance of the Project and its operations and shall carry out such acts as recommended by
the EC, to the extent such recommendations are required by the Lender and are not contrary to
Applicable Law, and bear the costs of the same, including any increase in Project Costs.18.12.2
    
    Without prejudice to the Borrowers obligations under this Agreement, the Borrower shall at
all times during the currency of the assistance, comply with the provisions of Applicable Law
and Clearances with respect to environmental, health, safety and social requirements of the
Project, and shall maintain documents to be able to demonstrate compliance with the same, and
shall take all necessary steps to well in time so as to ensure smooth functioning of the
Project to the satisfaction of the Lender till Final Settlement Date.18.13
    
    Project Costs18.13.1
    
    All expenditure undertaken for the Project under this Agreement shall be in accordance the
Estimated Project Cost as per Schedule 8 and the Construction Budget as per Schedule 11, and
in case of any savings in the expenditure, the Lender and the Rupee Lenders shall have the
right to cancel their unavailed commitments proportionately.18.13.2
    
    The Lender has a right to review the Project Costs and means of finance before the Project
COD and Final Completion to ensure that they are in conformity with the Construction Budget
and stipulate relevant conditions, as deemed necessary after consultation with the Borrower.
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18.3.3.
    
    In the event of a reduction in Project Cost on account of any savings on account of
duties/other taxes, price negotiations or otherwise, there would be a pro-rata reduction in
all components of means of finance. With respect to the Facility and the Rupee Loans, the
reduction shall be from the unavailed portion of their commitment.18.14
    
    Financial Statements of the Borrower and Sponsor18.14.1
    
    As soon as available, but in any event within one hundred and eighty (180) days after the
close of each Fiscal Year, copies of the Audited Annual Financial Statements of the Borrower
and of the Sponsor in each case prepared in accordance with generally accepted accounting
principles applicable in its jurisdiction of incorporation consistently applied and, if
unaudited, certified by an Authorized Officer of Borrower or the Sponsor shall be provided to
the Facility Agent, with a copy to each of the Secured Parties.18.14.2
    
    In addition to Clause 18.14.1, the Borrower and the Sponsor shall furnish copies of their
Quarterly Financial Statements as and when the Facility Agent requires them.18.15
    
    Management/ Key Personnel18.15.1
    
    The Borrower shall from time to time upon the Facility Agents direction reconstitute the
Board to induct professionals satisfactory to the Facility Agent and nominees of the Lender,
in accordance with the provisions of Schedule 12 (Nominee Director), and shall strengthen its
Management to the satisfaction of the Lender, in conformity with the principles of corporate
governance set out in the Companies Act and will constitute such committees and sub-
committees of the Board of Directors as required under the Companies Act to adhere to the
principles of the corporate governance, including but not limited to such professionals,
committees and sub-committees as are specified in this Clause 18.15.18.15.2
    
    Prior to the First Utilisation Date and till Final Settlement
Date, the Borrower shall
constitute and maintain the Project Management Committee referred to in Clause 18.11 (Project
Management: Operation and Maintenance). The responsibilities of such committee shall be
satisfactory to the Facility Agent and shall include, without limitation, management of the
Project during construction, civil engineering, placement of orders for supply of Plant, and
other assets, and oversight of operation and maintenance of the Project. The Borrower shall
make, at a reasonable period of time prior to the Project COD, adequate arrangements for the
operation and maintenance of the Project, which arrangements shall be reviewed by the Lenders
Engineer and shall be to the Lenders Engineers satisfaction. The Lender shall have the right
to seek appropriate information from the Project Management Committee.18.15.3

    
    Prior to the First Utilisation Date and till Final Settlement Date, the Borrower
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shall
constitute and maintain at all times an audit sub-committee, each comprised of appropriate
directors of the Borrower, satisfactory to the Facility Agent. The responsibilities of such
audit sub-committee shall be satisfactory to the Facility Agent and shall include close
monitoring of the Borrowers operations and its compliance with corporate governance.18.15.4
    
    The Borrower shall to the satisfaction of the Facility Agent, appoint and/or change
technical, financial and executive personnel (including auditors and/or management personnel)
of proper qualifications and experience for the key posts and the Borrower shall ensure that
its organizational set-up is adequate enough to ensure smooth implementation and operation of
the Project.18.15.5
    
    The terms and conditions for appointment of the managing director of the Borrower or any
other Person holding substantial powers of management shall be in accordance with good
industry practices and Applicable Law and such Person shall only receive such remuneration as
is permissible under the Companies Act.18.15.6
    
    In the event that the name of any of the directors on the Board of Directors of
the Borrower appears in the list of wilful defaulters issued by the Reserve Bank of India
(RBI) or the Credit Information Bureau (India) Limited (CIBIL), the Borrower shall
forthwith remove such director from its Board of Directors or cause his name to be
deleted from RBI/CIBIL list of wilful defaulters.18.16
    
    ClearancesThe Borrower will, in a timely manner, obtain and maintain, or cause to be obtained and
maintained, in full force and effect (or where appropriate, renew) all Clearances required
for the purposes of the transactions as contemplated by the Transaction Documents, provided
that:
 (A)
    
    Clearances required for requisite water drawal required for the Project from
the Hirakud Dam/any other source from the Government of Orissa, or any other Person
(which will be reviewed by the Lenders Engineer) shall be required to be obtained on
or before June 30, 2009;(B)
    
    Clearances required in connection with the height of the chimney(s) as may be
required for the Project, from the Airports Authority of India shall be required to be
obtained on or before June 30, 2009; and(C)
    
    environmental Clearances from the Government of Orissa/other statutory bodies
with respect to any Unit shall be required to be obtained on or before a date which is
six (6) months prior to the Date of Commercial Operation of such Unit, provided that
with respect to the first Unit, such environmental Clearances shall be obtained on or
before a date which is three (3) months prior to the Date of Commercial Operation of
the first Unit.
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18.17
    
    Accounts18.17.1
    
    The Borrower shall deposit all the cash inflows of the Project, including any transmission
line charges recovered for wheeling of power for OPTCL/other bulk suppliers/power transmission
company, in the Account as specified in the Trust and Retention Account Agreement and ensure
that the reserves required to be maintained in accordance with the Trust and Retention Account
Agreement are maintained.18.17.2
    
    The Borrower shall utilise the Project Proceeds in a manner and priority as agreed to in
the Trust and Retention Account Agreement.18.18
    
    Maintenance of Property; Site Security18.18.1
    
    The Borrower will keep all its property and assets in good working order and condition.18.18.2
    
    The Borrower shall maintain title to or its interest in all of its property and assets
and shall take all actions necessary to create and perfect at all times, freehold rights
in the Project Site and shall take all actions necessary to create and perfect at all
times its interest in all its other assets, at the times, and in the manner contemplated
in this Agreement.18.19
    
    Maintenance of Property and Insurance18.19.1
    
    The Borrower will keep the Plant, the Project Site and all other assets of the Borrower
over which a Security Interest has been or shall be created in favour of the Security Trustee
for the benefit of the Lender, insured with financially sound and reputable insurers
satisfactory to the Facility Agent and on terms and conditions satisfactory to the Facility
Agent.18.19.2
    
    The Borrower will cause the Major Project Parties performing any services in connection
with the engineering, procurement or construction of the Project each to keep the insurance
described in, and fulfil all obligations set forth in, the Major Project Documents with
financially sound and reputable insurers satisfactory to the Facility Agent against loss or
damage in such manner and to the same extent as so described.18.19.3
    
    The Borrower will submit to the Facility Agent a certificate, from the Borrower indicating
the properties insured, the type of insurance, amounts and risks covered, names of the
beneficiaries, expiration dates, names of the insurers and special features of all insurance
policies already obtained by it, and shall within twenty (20) days after the effective date of
any new or renewed insurance policy, as provided in Clause 18.19.1 above submit a similar
certificate to the Facility Agent with respect to such new or renewed insurance policy, such
policies to be
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in form and substance, and issued by companies satisfactory to the Facility
Agent in consultation with the Lenders Insurance Consultant.18.19.4
    
    The provisions of this Clause 18.19 shall be regarded as supplemental to, but not
duplicative of, the provisions of any of the Security Documents that require the maintenance
of insurance. 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 Lender/Security Trustee as the loss payees or beneficiaries as
required under the provisions of this Agreement, such insurance shall be considered assigned
hereunder to the Lender/Security Trustee with the right of the Lender/Security Trustee to
make, settle, compromise and liquidate any and all claims thereunder, without prejudice to the
exercise of any other rights and remedies that the Lender/Security Trustee may have under any
of the Finance Documents, or under any Applicable Law.18.19.5
    
    The Borrower shall duly pay all premia and other sums payable for the aforesaid purpose, at
least thirty (30) days prior to the shipment in respect of the Project. The insurance in
respect of the assets charged/to be charged to Lender shall be suitably endorsed in favour of
the Security Trustee/ Lender. In the event of failure on the part of the Borrower to insure
the assets or to pay the insurance premia or other sums referred to above, any Secured Party
may get the assets insured or pay the insurance premia and other sums referred to above, as
the
case may be.18.19.6
    
    If any Secured Party shall pay any insurance premiums on behalf of the Borrower in respect
of any insurance policies required to be obtained by the Borrower hereunder, the amounts paid
shall be immediately reimbursed to the Secured Party without requirement of any notice of any
kind and without reference to any dispute or controversy which the Borrower may have with the
insurance provider or the Lenders Insurance Consultant and all such amounts shall till payment
thereof remain due and payable to such Secured Party by the Borrower and till repayment, all
unpaid amounts shall carry interest as provided in Clause 8.5 (Default Interest) hereof.18.20
    
    Working Capital ArrangementsPrior to the Project COD, the Borrower shall have made satisfactory arrangements for
obtaining working capital facilities in accordance with the Base Case.18.21
    
    Project DocumentsThe Borrower shall prepare and submit to the Facility Agent, to the satisfaction of the
Facility Agent, in consultation with the Lenders Engineer, a schedule for finalisation and
execution of the Project Documents for the Project in accordance with the Project Schedule
as confirmed by the Lenders Engineer. Provided that in the event of occurrence of an Event
of Default or a Potential Event of Default, the said schedule shall be provided to the
Lender.
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18.22
    
    Financial Covenants18.22.1
    
    From Project COD onwards at all times during the term of the Loan, the Borrower shall
maintain the following financial covenants:
 (i)
    
    Total Debt Gearing shall be maintained at 3.0:1; or lower(ii)
    
    Debt Service Coverage Ratio shall be maintained at 1.30; or higher and(iii)
    
    Security Margin shall be maintained as per the Base Case.
 18.22.2
    
    If the Borrower defaults or fails to comply with any of the covenants in Clause 18.22.1
(i), (ii) and (iii), the Borrower shall pay additional interest of two per cent (2%) per annum
over and above the Interest Rate (after taking into account any Default Interest) for the
period of non-adherence subject to a minimum period of one (1) year. The measurement of the
deviation shall be at the end of each Fiscal Year and shall be made on the basis of the
Audited Annual Financial Statements for such Fiscal Year. Provided, however, the Borrower may,
deviate by up to twenty per cent (20%) vis-à-vis the stipulated levels as indicated above, in
respect of any one of the conditions specified in Clause 18.22.1 (i) and (ii) above without
attracting such additional interest.18.22.3
    
    In case the Borrower continuously defaults in the performance of the above financial
covenants, or in case of a decline in performance levels, the Lender
shall be entitled to stipulate any other conditions required by them after consultation
with the Borrower.18.23
    
    Annual Budget; Operating Plan; Long Term Major Maintenance Plan
 18.23.1
    
    (i)
    
    (A)
    
    The Operating Budget shall have been agreed and delivered for
each Operating Year, as soon as available, but in any event at
least seventy five (75) days prior to the commencement of each
Operating Year. The Borrower shall submit to the Facility Agent
an annual Operating Budget for such upcoming Operating Year
(including budgeted statements of income and sources and uses
of cash and balance sheets, the Annual Budget) prepared by
the Borrower and accompanied by a statement of the chief
financial officer or other Authorized Officer of the Borrower
to the effect that, the budget is a reasonable estimate for the
period covered thereby and is in compliance with the
requirements of this Clause 18.23. Each Annual Budget shall
contain fair and accurate Rupee denominated estimates of
project revenues, fuel costs, Operation and Maintenance Costs
and projected working capital requirements for each calendar
month covered by such Annual Budget based on the Borrowers
fair and accurate projections at such time which shall be based
on all facts and circumstances then existing and known to the
Borrower and which reflect the Borrowers best
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estimate of the
future results of the Borrower and which are consistent with
the Annual Operating Plan and the Major Maintenance Budget
applicable to such Operating Year. Each Annual Budget shall be
prepared in good faith on the basis of written assumptions
stated therein which the Borrower believes to be reasonable as
to all factual and legal matters material to such estimates.
Each Operating Budget and Annual Budget shall be subject to
approval by the Facility Agent.(B)
    
    Unless otherwise consented to by the Facility Agent in
consultation with the Lenders Engineer, the Annual Budget from year to year
shall be based on the same format and be maintained on the same basis and
shall provide sufficient detail to permit a meaningful comparison to previous
years.(C)
    
    An Annual Budget shall become effective on the first day of
the relevant Operating Year if approved prior to such date by the Lender or
the Facility Agent. If the Facility Agent does not inform the Borrower of the
Lenders non-approval of a submitted Annual Budget within seventy five (75)
days after submission thereof to the Facility Agent, such submitted Annual
Budget shall be deemed to have been approved by the Lender.
 (ii)
    
    If all or any portion of an Annual Budget is disapproved prior to the
first day of the relevant Operating Year, the Borrower shall adhere to all approved
aspects of such Annual Budget. With respect to those aspects of any Annual Budget
which are not approved (other than with respect to
Major Maintenance expenditures), the Annual Budget for the preceding Operating Year
(if applicable), shall be applicable thereto (and shall for all purposes hereof be
regarded as part of the approved Annual Budget for such Operating Year) until such
time as such aspects of the Annual Budget therefor have been approved by the
Facility Agent. In the event that any Major Maintenance expenses proposed as part
of an Annual Budget for any Operating Year are disapproved, the Major Maintenance
expenses available during such Operating Year shall be an amount that is approved
by the Lenders Engineer and the Facility Agent.
 18.23.2
    
    (i)
    
    The Mobilisation Plan, in form and substance satisfactory to the Facility Agent, and
with the prior approval of the Lenders Engineer, for the Mobilisation Period shall be
delivered to the Facility Agent by the Borrower not later than one (1) year prior to the
commencement of the Mobilisation Period, or such other time as may be agreed by the Facility
Agent.
 (ii)
    
    For each Operating Year, the Borrower shall submit in writing to the
Facility Agent for approval by the Facility Agent, in connection and concurrently
with the submission of the Annual Budget for such Operating Year, the Annual
Operating Plan therefor and a revised or updated Long
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Term Major Maintenance Plan
covering the five (5) year period commencing with such upcoming Operating Year. The
Facility Agent will either approve or disapprove any Annual Operating Plan and Long
Term Major Maintenance Plan so submitted within forty five (45) Business Days (or,
with respect to amendments to any applicable Annual Budget, Annual Operating Plan or
Long Term Major Maintenance Plan, within fifteen (15) Business Days) after such
submission.(iii)
    
    The Annual Operating Plan shall consist of the Borrowers fair and
accurate projections for the operation and maintenance of the Project including fuel
expenses for the given Operating Year, as well as the Major Maintenance contemplated
to be performed during such Operating Year pursuant to the Long Term Major
Maintenance Plan (hereinafter the Annual Operating Plan).(iv)
    
    The Long Term Major Maintenance Plan shall set forth the details of all
Major Maintenance proposed to be performed by the Borrower with respect to the
Project during the upcoming five (5) year period specifying the nature, timing, cost
and scope of all such proposed maintenance and its envisioned effect on Project
operations (hereinafter referred to as the Long Term Major Maintenance Plan).(v)
    
    The Long Term Major Maintenance Plan shall be consistent with the
maintenance program agreed (or otherwise applicable) between the Offtaker and the
Borrower pursuant to the PPA.
 18.23.3
    
    The Borrower shall ensure that the aggregate Major Maintenance costs for each Unit for each
Operating Year shall not exceed the aggregate of the Major Maintenance Amounts for such
Operating Year. Any additional payments
towards Major Maintenance shall be paid only with the approval of the Lenders Engineer.18.24
    
    Bullet RepaymentThe Borrower shall have, to the satisfaction of the Lender, made arrangements for repayment
of the Foreign Currency Bullet Repayment Amount, at least three (3) months prior to the
Repayment Date of the forty-eighth (48th) Repayment Instalment as per the
Repayment Schedule.18.25
    
    Constitutional DocumentsThe Borrower shall, within a period of three (3) months from the
date of this Agreement, suitably amend its Articles of Association,
inter alia, to provide for the appointment of two (2) nominee
directors by the Lender in the manner contemplated in this Agreement
and such other changes as required by the Lender, to the
satisfaction of the Facility Agent.
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18.26
    
    Credit RatingThe Borrower shall, at its cost, get itself rated by such reputed external credit rating
agency as may be approved by the Facility Agent, within a period of three (3) months from
the date of this Agreement, or such other time period as may be agreed by Facility Agent.18.27
    
    Right of First RefusalThe Borrower shall grant the Lender the first right of refusal with respect to provision of
hedging in relation to the Facility, including interest rate or currency hedging or other
derivative transactions, providedthat the terms offered by the Lender should be better
than or equal to similar terms available in the market for such hedging transactions.18.28
    
    RBI ApprovalThe Borrower shall obtain all approvals and permissions, as may be required, from the RBI
under the provisions of Applicable Law relating to availing of external commercial
borrowing.The Borrower shall apply to the RBI to obtain a loan registration number for the Facility
within 15 (fifteen) days of the date of this Agreement, in accordance with the ECB
Guidelines.18.29
    
    HedgingThe Borrower shall make all necessary arrangements satisfactory to the Lender for hedging
of the risks associated with the availing of this Facility.18.30
    
    Miscellaneous18.30.1
    
    The Borrower shall maintain its corporate existence and right to carry on its business and
operations and ensure that it has the right and is duly qualified to conduct its business and
operations as it is conducted in all applicable jurisdictions and will obtain and maintain all
franchises and rights necessary for the conduct of its business and operations in such
jurisdictions. On the happening of any event that adversely affects the finances of the
Borrower or any of its Affiliates, or any other Person in which it has been permitted to have
large investments under the terms of this Agreement, including any action taken by
creditors/statutory authorities/other bodies, the Borrower shall promptly inform the Lender of
the same.18.30.2
    
    The Borrower shall inform the Facility Agent of the happening of any event which may have a
Material Adverse Effect on the Project within two (2) days of the happening of such event and
suggest remedial measures in relation to the same.
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18.30.3
    
    The Lender shall have the right to stipulate any additional conditions upon the occurrence
of an event having a Material Adverse Effect, an Event of Default or a Potential Event of
Default and the Borrower undertakes to abide by the same.18.30.4
    
    The Borrower shall, if required by the Lender based on the review by the Lenders Engineer,
make necessary arrangements for disposal of fly ash to the satisfaction of the Lender at least
six (6) months prior to Project COD.18.30.5
    
    The Lender shall have the right to stipulate any other condition as they may consider
necessary after consultation with the Borrower, prior to the First Utilisation Date and the
Borrower agrees to abide by the same.
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CLAUSE 19  NEGATIVE COVENANTS
 19.
    
    NEGATIVE COVENANTSThe Borrower covenants and agrees that, until the Final Settlement Date, it shall, unless
otherwise previously agreed to in writing by the Facility Agent, comply with the following:19.1
    
    Permitted IndebtednessThe Borrower shall not, without the prior written consent of the Facility Agent, which
consent shall not be unreasonably withheld, contract, create, incur, assume or suffer to
exist any indebtedness, except for Permitted Indebtedness. In the event of the Facility
Agent permitting the Borrower to obtain any subordinated loans, the lenders of such
subordinated loan shall enter into necessary subordination arrangement with/in favour of
the Facility Agent. The Borrower agrees that it shall not prepay such loans without the
consent of the Facility Agent.19.2
    
    Restricted PaymentsThe Borrower shall not make any Restricted Payments before Project COD. After Project COD,
the Borrower shall not, without obtaining prior consent of the Facility Agent, make any
Restricted Payment unless it satisfied the following conditions:
 (i)
    
    The Borrower shall have paid all amounts that are then due to the Lenders in
accordance with the Common Rupee Loan Agreement and this Agreement including but not
limited to the first Repayment Instalment and all other Repayment Instalments;(ii)
    
    The reserves or balances required to be maintained in the Debt Service
Reserve Account have been fully funded; and(iii)
    
    There is no default that has occurred and is continuing by the Borrower in
meeting its Debt Service obligation nor is the Borrower in breach of any of its
obligations under the Finance Documents nor is there any other Event of Default or
Potential Event of Default in existence or continuance,
 and without prejudice to the foregoing, the Borrower may make Restricted Payment only in
accordance with the provisions of the Trust and Retention Account Agreement and upon
satisfaction of the Restricted Payment Conditions.19.3
    
    No Other Business or ActivityThe Borrower shall not: (i) carry on any business or activity other than in connection with
the completion or operation of the Project; or (ii) set up or have any subsidiaries other
than a company engaged in setting power project in state of Punjab and unless consent of
the Facility Agent has been obtained; or (iii) without
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the prior written consent of the
Facility Agent, which consent shall not be unreasonably withheld, issue any guarantee or
undertake any obligations having substantially the same effect as a guarantee except as required under the Transaction
Documents in the ordinary course of business; or (iv) revalue the assets and properties of
the Borrower during the currency of the Facility except as required under Applicable Law;
or (v) suspend or terminate or take any action which would entitle any Major Project Party
to suspend or terminate any Major Project Document, without the prior written approval of
the Facility Agent.Provided that the Borrower shall not invest any funds in the company engaged in setting
power project in state of Punjab in which it has invested as of the date of this Agreement
and (whether in the form of subscription to shares, lending monies or otherwise) in excess
of Rs 5,00,000 (Rupees Five Lakhs), unless: (i) such funds have been invested in the
Borrower by the Sponsor through subscription to the Borrowers Shares; and (ii) prior
written consent of the Facility Agent has been obtained.Provided further that the Borrower shall not undertake any obligations with respect to any
business or activity being conducted by the aforementioned company engaged in setting power
project in state of Punjab, without the prior written consent of the Facility Agent.19.4
    
    ExpansionThe Borrower shall not undertake any new project or expansion thereof without the prior
written consent of the Facility Agent, which consent shall not be unreasonably withheld.19.5
    
    Winding Up, Amalgamation and Restructuring and Sale of AssetsThe Borrower shall not:
 (a)
    
    wind up, liquidate or dissolve its affairs;(b)
    
    without the prior written consent of the Facility Agent, which consent shall
not be unreasonably withheld, enter into any transaction of merger, consolidation,
amalgamation or reorganization;(c)
    
    without the prior written consent of the Facility Agent, which consent shall
not be unreasonably withheld, effect any change in the capital structure including the
shareholding pattern other than as contemplated under this Agreement; and(d)
    
    convey, sell, lease, let or otherwise dispose of (or agree to do any of the
foregoing at any future time) all or any part of its property or assets except for any
Permitted Disposal.
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19.6
    
    AssignmentThe Borrower will not: (i) assign 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 (except to the extent that such assignment constitutes a Permitted
Security Interest) any rights or obligations of any party (other than the Borrower) under
any Transaction Document.19.7
    
    Modifications of Constitutional Documents; Additional Agreements; Assignments and
Modifications of Finance Documents19.7.1
    
    The Borrower will not: (i) amend or modify its Memorandum and Articles of Association which
will affect the Borrowers obligations or the Lenders rights under the Finance Documents; or
(ii) change its Fiscal Year; or (iii) change the accounting policies presently followed by the
Borrower except as required under Applicable Law or GAAP; or (iv) without the prior written
consent of the Facility Agent, which consent shall not be unreasonably withheld, materially
change the nature or scope of the Project.19.7.2
    
    The Borrower shall not initiate or consent to any amendments to the approved Construction
Budget and Project Schedule or approved completion plan, as the case may be except:
 (i)
    
    Such amendment that reflects events of Force Majeure under the Project
Documents (or approved Construction Budget, if applicable) and the Lenders Engineer
certifies, that such amendment is not likely to result in an Material Adverse
Effect; and(ii)
    
    Such amendments that are permitted by the Facility Agent.
 Providedthat in relation to sub-paragraph 9.7.2 (i) above, the Lenders Engineer
certifies that funds available to the Borrower (from borrowings, liquidated damages
proceeds or otherwise) are expected to be sufficient to fund the costs of achieving Final
Completion.19.8
    
    Security InterestWithout the prior written consent of the Facility Agent, which consent shall not be
unreasonably withheld, the Borrower shall not, and shall not agree to, create, incur,
assume or suffer to exist any Security Interest upon or with respect to any property,
revenues or assets (real, personal or mixed, tangible or intangible) of the Borrower,
whether now owned or hereafter acquired, other than: (a) a Permitted Security Interest; and
(b) Security Interests arising under Applicable Law, to the extent that the same is not
arising on account of any amounts due but not paid by the Borrower to any Person.
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19.9
    
    Advances, Investments and LoansThe Borrower shall not lend money or credit or make deposits with or advances (other than
deposits or advances in relation to the payment for goods and equipment as required and
permitted by the Transaction Documents) to any Person, or purchase or acquire any stock, shares, obligations or securities of, or
any other interest in, or make any capital contribution to, or acquire all or substantially
all of the assets of, any other Person other than a company engaged in setting power
project in state of Punjab and Rampia Coal Mine and Energy Private Limited. The Borrower
may, however, utilize amounts lying in the Distribution Account for the aforesaid purposes,
unless any such use of these funds results in the Borrower incurring any additional
obligation.Provided that the Borrower shall not invest any funds in the company engaged in setting
power project in state of Punjab referred to above and and/or Rampia Coal Mine and Energy
Private Limited (whether in the form of subscription to shares, lending monies or
otherwise) in excess of Rs 5,00,000 (Rupees Five Lakhs) and Rs. 52,17,432 (Rupees Fifty Two
Lakhs Seventeen Thousand Four Hundred and Thirty Two), respectively, unless: (i) such funds
have been invested in the Borrower by the Sponsor through subscription to the Borrowers
Shares; and (ii) prior written consent of the Facility Agent has been obtained.19.10
    
    Transaction Documents19.10.1
    
    The Borrower shall not make or agree to amend or make any material amendment of any
Transaction Document without the prior written consent of the Facility Agent, which consent
shall not be unreasonably withheld, or grant any waiver in respect of, modify any provision or
grant any waiver of any of the Transaction Documents, terminate any of the Transaction
Documents, or assign or otherwise dispose of any of its interests under the Transaction
Documents or exercise any election or permit the assignment, transfer, termination, amendment,
modification or grant in respect of any provision of any Transaction Document to which the
Borrower is a party or assign or dispose of any of its interests under the Transaction
Documents.19.10.2
    
    The Borrower shall not suspend or terminate; or take any action which would entitle the
Major Project Parties to suspend or terminate the Major Project Documents, without the prior
written approval of the Facility Agent.19.11
    
    LeasesThe Borrower shall not enter into any agreement or arrangement to acquire or make available
by lease the use of any property or equipment of any kind, other than:
 (i)
    
    for office premises taken in the ordinary course of business provided the
lease rent does not exceed Rs. 5,00,00,000/- (Rupees Five Crores only) in any Fiscal
Year; and
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(ii)
    
    land constituting the Project Site taken on lease, without the prior written approval of the Facility Agent.
 19.12
    
    AbandonmentThe Borrower shall not Abandon or agree to Abandon the Project or place it or
agree to place it on a Care and Maintenance basis.19.13
    
    Contingency FundsThe Borrower shall not, utilise the Contingency without prior approval of the Facility
Agent.19.14
    
    AccountsThe Borrower shall not open any bank account denominated in any currency other than Rupees
and other than in accordance with the terms of the Trust and Retention Account Agreement,
except to the extent required for deposit of the Additional Loans. Provided that the Lender
shall have a charge on such accounts.19.15
    
    Treasury TransactionsOther than Permitted Indebtedness, the Borrower shall not enter (or agree to enter) into
any Treasury Transaction.19.16
    
    Subordinated LoansThe Borrower agrees that monies brought in by the promoters/ Directors/ associate companies
as loans/ share application money pending allotment as part of promoters contribution
brought in towards the funding of the Project shall be subordinated to the loans of the
Lender, and shall not be repaid during the currency of the loans by the Lender, and may
carry such interest as approved by the Lender.
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CLAUSE 20  EVENTS OF DEFAULT
 20.
    
    EVENTS OF DEFAULTEach of the events or circumstances set out in this Clause 20 is an Event of Default (other
than Clause 20.25 (Consequences of Event of Default).20.1
    
    Payment
 (i)
    
    Failure by the Borrower in the payment, when due, of any principal, interest,
or fee or any other amount owed by it under any Finance Document and such default if
capable of remedy, continues unremedied for thirty (30) days; or(ii)
    
    Failure by the Sponsor in the payment when due of any amount owed by it under
any Finance Document.
 20.2
    
    Non Performance
 (i)
    
    Failure by the Borrower to perform any of its obligations under any Finance
Document (other than those specifically listed as Events of Default under this Clause
20.2) and such default if capable of remedy, continues unremedied for thirty (30)
days; or(ii)
    
    Failure by the Sponsor to perform any of its obligations under any Finance
Document (other than those specifically listed as Events of Default under this Clause
20.2) and such default if capable of remedy, continues unremedied for a period of
twenty (20) days.
 20.3
    
    Cross Default
 (i)
    
    The Borrower is unable or has admitted in writing its inability to pay any of
its indebtedness as they mature or when due.(ii)
    
    An event of default occurs under any agreement or document relating to any
indebtedness of the Borrower or if any lender including financial institutions or
banks with whom the Borrower has entered into agreements for financial assistance
exceeding in the aggregate, Rs. 50,00,00,000 (Rupees Fifty crores), have on account of
default or non-compliance by the Borrower of any of the terms contained therein,
refused to disburse, extend, or have cancelled or recalled its/their assistance or any
part thereof, and the Borrower has not arranged for alternate financial assistance
from such banks and/or financial institutions as may be acceptable to the Facility
Agent within a period of thirty (30) days of the notice of such cancellation or
refusal to disburse.(iii)
    
    If the Borrower or any other party to any Project Document are in breach of,
or do not comply with, any term or condition (whether, financial,
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performance or otherwise) of any Project Document and such breach or
non-compliance is, in the opinion of the Lender, likely to have a Material Adverse
Effect.
 20.4
    
    Failure to Perform, Breach and Non Compliance
 (i)
    
    The Borrower or the Sponsor fails to perform or comply with any covenant,
condition or agreement contained in this Agreement or the other Finance Documents
which could have a Material Adverse Effect and such non-compliance, if capable of
remedy, continues unremedied for ninety (90) days.(ii)
    
    Other than a Permitted Disposal, the Borrower sells, assigns, disposes,
charges or otherwise encumbers or places a Security Interest on any of its assets
without the prior written approval of the Facility Agent; or(iii)
    
    One or more events, conditions or circumstances (including, without
limitation, Force Majeure), excluding events which are specifically provided for in
this Clause 20.4, shall exist or shall have occurred which have had and continue to
have, or, in the judgment of the Secured Parties, could reasonably be expected to have
a Material Adverse Effect.
 20.5
    
    SecurityAny Security required to be created is not so created within the time period specified in
this Agreement or the Security Documents once executed and delivered shall fail to provide
the Security Interests, rights, title, remedies, powers or privileges intended to be
created thereby (including the priority intended to be created thereby) or such Security
Interest shall fail to have the priority contemplated in such Security Document or any such
Security Document shall cease to be in full force and effect, or the validity thereof or
the applicability thereof to the Utilisations or the Security Interest purported to be
created thereby is jeopardised or endangered in any manner whatsoever or any other
obligations purported to be secured or guaranteed thereby or any part thereof shall be
disaffirmed by or on behalf of the Borrower or any other party thereto and such default if
capable of remedy, continues unremedied for more than ninety (90) days.20.6
    
    Insurance
 (i)
    
    The Borrower fails to maintain any of the insurance described in the
Insurance Contracts and such default, if capable of remedy, continues unremedied for
ten (10) days.(ii)
    
    The Borrowers assets have not been kept insured by the Borrower or
depreciate in value to such an extent that such depreciation in value could have a
Material Adverse Effect.
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(iii)
    
    Any insurance contracted or taken by the Borrower is not, or ceases to be,
in full force and effect at any time when it is required to be in effect or any
insurance is avoided, or any insurer or re-insurer avoids or suspends or
becomes entitled to avoid or suspend, any insurance or any claim under it or
otherwise reduce its liability under any insurance or any insurer of any insurance
is not bound, or ceases to be bound, to meet its obligations in full or in part
under any insurance.
 20.7
    
    Court Order, Government Actions
 (i)
    
    Any Governmental Agency shall have condemned, nationalised, seized, or
otherwise expropriated all or any part of the property or other assets of the Borrower
or of the Equity Interests of the Sponsor in the Borrower, or shall have assumed
custody or control of the Equity Interests of the Sponsor in the Borrower and its
property or other assets or of the business or operations of the Borrower or shall
have taken any action for the dissolution of the Borrower or any action that would
prevent the Borrower or its officers from carrying on its business or operations or a
substantial part thereof or with a view to regulate, administer, or limit, or assert
any form of administrative control over the rates applied, prices charged or rates of
return achievable, by the Borrower in connection with its business; or(ii)
    
    An attachment or restraint has been levied on the assets of the Borrower or
the counterparty(ies) to any Project Document or the Sponsor resulting in, or which in
the judgment of the Secured Parties results in, a Material Adverse Effect; or(iii)
    
    Failure by the Borrower to pay one or more amounts due under any judgments
or decrees which shall have been entered against the Borrower; or(iv)
    
    Any Legal Proceeding under or relating to any Applicable Law shall have been
instituted against the Borrower which has or can be reasonably expected to have, or
which in the judgment of the Secured Parties has, a Material Adverse Effect on the
Project; or(v)
    
    Execution or distress being levied or enforced against the whole or any part
of the Borrowers property and any order relating thereto is not discharged or stayed
within a period of ninety (90) days from the date of enforcement or levy.
 20.8
    
    Representations and CovenantsAny representation or warranty confirmed or made or deemed to be made, by the Borrower or
the counterparty (ies) to any Project Document or the Sponsor in any Transaction Document
is incorrect and/or misleading when made or deemed made and which could reasonably be
expected to have a Material Adverse Effect.
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20.9
    
    Winding Up, Bankruptcy and Dissolution
 (i)
    
    If the Borrower or the Major Project Parties or the Sponsor commences a
voluntary proceeding under any applicable bankruptcy, insolvency,
winding up or other similar law now or hereafter in effect, or consent to the entry
of an order for relief in an involuntary proceeding under any such law, or consent
to the appointment or taking possession by a receiver, liquidator, assignee (or
similar official) for any or a substantial part of its property.(ii)
    
    If a receiver has been appointed in respect of the whole or any material or
substantial part of the property of the Borrower or the Project and such appointment
is not stayed, quashed or dismissed within a period of ninety (90) days from the date
of such appointment.(iii)
    
    The Borrower or any Major Project Party or the Sponsor has taken or suffered
to be taken any action towards its reorganisation (to the extent that this would
constitute a Material Adverse Effect), or its liquidation or dissolution.(iv)
    
    Any of the Borrower or Major Project Party (ies) or the Sponsor has been
declared as a sick industry or is, in the reasonable apprehension of the Facility
Agent or the Secured Parties, likely to be declared as a sick industry under the Sick
Industrial Companies (Special Provisions) Act, 1985.
 20.10
    
    Environmental Compliance
 (i)
    
    Any administrative, regulatory or judicial action, suit or proceeding under
or relating to any Environmental Law or asserting any environmental claim is
instituted against the Borrower and has not been discharged within thirty (30) days or
such shorter period as the Lender may determine necessary so as to avoid a Material
Adverse Effect.(ii)
    
    The operation and maintenance of the Project by the Borrower or any operator
in any manner that poses a hazard to the Environment, health or safety or would result
in a breach its obligations under any Transaction Documents.
 20.11
    
    Change in ControlIf any Person acting singularly or with any other Person (either directly or indirectly)
acquires control of the Borrower or of any other Person who controls the Borrower, without
the approval of the Facility Agent/ Lender.
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20.12
    
    Illegality
 (i)
    
    It is or becomes unlawful for the Borrower or any Person (including the
Lender) to perform any of their respective obligations under any Transaction Document;
or(ii)
    
    Any Transaction Document or any provision thereof are required by any
law to be: (a) amended or waived (to the extent this adversely affects the rights
or remedies of the Lender under the Transaction Documents); or (b) repudiated; or(iii)
    
    Any obligation under the Transaction Documents is not or ceases to be a
valid and binding obligation of any Person party to it or becomes void, illegal,
unenforceable or is repudiated by such Person (other than the Secured Parties).
 20.13
    
    Material Adverse EffectOne or more events, conditions or circumstances (including any Change in Law) shall occur
or exist and which could have a Material Adverse Effect and such event or circumstance
continues to have an effect for a period in excess of ninety (90) days.20.14
    
    Borrower ceases to carry on businessIf the Borrower ceases or threatens to cease to carry on its business for a period
exceeding ninety (90) days.20.15
    
    Financial PositionThe financial position of the Borrower is unsatisfactory.20.16
    
    Extraordinary SituationAny extra-ordinary situation makes it improbable that the Borrower would be able to perform
its obligations under the Finance Documents.20.17
    
    Specific ObligationsNon-fulfilment by the Borrower of its obligations specified in Clauses 18.6.2 (A), (C), (D)
and (E) and 18.16 (A) and (B) of this Agreement unless the Lender determine at the relevant
time, upon review of the status of the Project, that such non-fulfilment by the Borrower
shall not constitute an Event of Default.20.18
    
    Insolvency
 (a)
    
    The Borrower by reason of actual or anticipated financial difficulties,
commences negotiations with one or more of its creditors with a view to
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rescheduling any of its indebtedness.(b)
    
    The value of the assets of the Borrower is less than its liabilities (taking
into account contingent and prospective liabilities).
 20.19
    
    Judgments, creditors processThe Borrower fails to comply with or pay any sum due from it under any final and
non-appealable judgment or any final and non-appealable order made or given by
a court of competent jurisdiction and such judgment or order is not discharged within
fifteen (15) Business Days.20.20
    
    MoratoriumAny relevant Governmental Agency declares a general moratorium or standstill (or makes or
passes any order or regulation having a similar effect) in respect of the payment or
repayment of any Financial Indebtedness (whether in the nature of principal, interest or
otherwise) (or any indebtedness which includes Financial Indebtedness) owed by Indian
companies or other persons (and whether or not such declaration, order or regulation is of
general application, applies to a class of persons which includes the Borrower).20.21
    
    Material LitigationAny litigation, arbitration, investigative or administrative proceeding or enquiry is
current, pending or threatened:
 (a)
    
    to restrain the Borrowers entry into, the exercise of the Borrowers rights
under, or compliance by the Borrower with any of its obligations under, the Finance
Documents; or(b)
    
    which the Lender otherwise determines has (or might, if adversely determined,
and is so adversely determined, could have) a Material Adverse Effect.
 20.22
    
    Revocation of ClearancesAny Clearance, approval, consent, license, exception, filing, registration, notarization or
other requirement necessary to: (i) enable the Borrower to comply with any of its
obligations under the Finance Documents; or (ii) carry on its business as is substantially
being carried on the date of execution of this Agreement is modified, revoked or withheld
or does not remain in full force and effect and such modification or revocation is not
cured within thirty (30) days.20.23
    
    Consequences of Event of Default20.23.1
    
    If an Event of Default has occurred, the Secured Parties may, without prejudice to any
rights that they may have and by notice to the Borrower, take one or more
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of the following actions including but not limited to:
 (i)
    
    to enter upon and take possession of the assets of the Borrower;(ii)
    
    to transfer the assets of the Borrower comprised within the Security
created in favour of the Secured Parties or such other Person by way of lease, leave
and licence, sale or otherwise;(iii)
    
    place the Facility on demand or declare all amounts payable by the
Borrower in respect of the Facility to be due and payable immediately;(iv)
    
    require the Borrower to immediately put the Lender in funds in an amount
equivalent to 100% (One Hundred per cent) of the outstanding face value of all
Letters of Comfort issued hereunder;(v)
    
    sue for creditors process and/or exercise rights with respect to the
Security in accordance with the Finance Documents;(vi)
    
    suspend further drawings;(vii)
    
    declare the Commitment to be cancelled;(viii)
    
    call on undrawn and unsubscribed position of the Required Equity under the Sponsor
Support Agreement;(ix)
    
    utilise any amounts in the sub -accounts under the Account (as defined in
the Trust and Retention Account Agreement) or any Additional Accounts to service and
repay the Facility;(x)
    
    appoint two whole-time nominee Directors on behalf of all the Lender on
the terms and conditions contained in Schedule 12;(xi)
    
    review, restructure and/or substitute the Management or organisation of
the Borrower in a manner acceptable to the Facility Agent and as may be considered
necessary by the Facility Agent, including the formation of management committees
with such powers and functions as may be considered suitable by the Facility Agent.
The Borrower shall comply with all such requirements of the Facility Agent; and(xii)
    
    Exercise such other rights as may be available to the Secured Parties
under the Transaction Documents and all Applicable Laws.
 Notwithstanding any suspension or cancellation pursuant to Clauses 20.25 (v) or (vi) above,
all the provisions of the Finance Documents for the benefit or protection of the Lender and
their interests shall continue to be in full force and effect as specifically provided in
the Finance Documents.
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CLAUSE 21  CHANGES TO THE LENDER
 21.
    
    CHANGES TO THE LENDER21.1
    
    Assignments and transfer by the LenderSubject to this Clause 21, the Lender (the Existing Lender) may:
 (a)
    
    assign any of its rights; or(b)
    
    transfer by novation any of its rights and obligations,
 with the prior consent of the Borrower during the Availability Period, and thereafter upon
intimation to the Borrower, to another bank or financial institution or to a trust, fund or
other entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets (the New Lender).provided that the Borrower shall be informed of such assignment, transfer or novation by
the Existing Lender within one (1) Business Day of the Transfer Date, in the event that
such assignment, transfer or novation by the Existing Lender is to be done in favor of an
entity which is a competitor of the Borrower.21.2
    
    Conditions of assignment or transfer
 (a)
    
    An assignment will, subject to Clause 21.1(b) (Assignments and transfers by
the Lender), only be effective on:
 
    
    receipt by the Existing Lender of written confirmation from the New Lender
(in form and substance satisfactory to the Lender) that the New Lender will
assume the same obligations to the Borrower as it would have been under if it
was an Existing Lender; and
    
    performance by the Existing Lender of all necessary know your customer or
other similar checks under all Applicable Law and regulations in relation to
such assignment to a New Lender, the completion of which the Existing Lender
shall promptly notify the New Lender.
 (b)
    
    A transfer will only be effective if the procedure set out in Clause 21.4
(Procedure for transfer) is complied with.
 21.3
    
    Limitation of responsibility of Existing Lender
 (a)
    
    Unless expressly agreed to the contrary, the Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
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(i)
    
    the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents or any other documents;(ii)
    
    the financial condition of the Borrower;(iii)
    
    the performance and observance by the Borrower of its
obligations under the Finance Documents or any other documents; or(iv)
    
    the accuracy of any statements (whether written or oral) made
in or in connection with any Finance Document or any other document,
 and any representations or warranties implied by law are
excluded.(b)
    
    Each New Lender confirms to the Existing Lender that it:
 (i)
    
    has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of the
Borrower and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document; and(ii)
    
    will continue to make its own independent appraisal of the
creditworthiness of the Borrower and its related entities whilst any amount is
or may be outstanding under the Finance Documents or any Commitment is in
force.
 (c)
    
    Nothing in any Finance Document obliges the Existing Lender to:
 (i)
    
    accept a re-transfer from a New Lender of any of the rights
and obligations assigned or transferred under this Clause 21 (Changes to the
Lender); or(ii)
    
    support any losses directly or indirectly incurred by the New
Lender by reason of the non-performance by the Borrower of its obligations
under the Finance Documents or otherwise.
 21.4
    
    Procedure for transfer
 (a)
    
    Subject to the conditions set out in Clause 21.2 (Conditions of assignment or
transfer) a transfer is effected in accordance with Clause 21.4 (b) below when the
Lender executes an otherwise duly completed Transfer Certificate delivered to it by
the New Lender. The Lender shall, subject to Clause 21.4 (b) below, as soon as
reasonably practicable after receipt by it of a duly completed Transfer Certificate
appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate.
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(b)
    
    The Lender shall only be obliged to execute a Transfer Certificate delivered
to the New Lender once it has complied with all necessary know your customer or
other similar checks under all applicable laws
and regulations in relation to the transfer to such New Lender.(c)
    
    On the Transfer Date:
 (i)
    
    to the extent that in the Transfer Certificate the Lender
seeks to transfer by novation its rights and obligations under the Finance
Documents each of the Borrower and the Lender shall be released from further
obligations towards one another under the Finance Documents and their
respective rights against one another under the Finance Documents shall be
cancelled (being the Discharged Rights and Obligations);(ii)
    
    the Borrower and the New Lender shall assume obligations
towards one another and/or acquire rights against one another which differ
from the Discharged Rights and Obligations only insofar as the Borrower and
the New Lender have assumed and/or acquired the same in place of the Borrower
and the Existing Lender;(iii)
    
    the New Lender shall acquire the same rights and assume the
same obligations it would have acquired and assumed had the New Lender been
the Existing Lender with the rights and/or obligations acquired or assumed by
it as a result of the transfer and to that extent the Existing Lender shall be
released from further obligations to the Borrower under the Finance Documents.(iv)
    
    the Borrower and Facility Agent agree to accept the
assignment of a New Lender upon being notified by the Lender of such
assignment and the New Lender shall become a Party as a Lender.
 21.5
    
    IndemnityThe Lender, and its officers, directors, employees, agents and Affiliates shall be entitled
to rights of indemnity under, inter alia, Clause 13 (Other indemnities).
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CLAUSE 22  CHANGES TO THE BORROWER
 22.
    
    CHANGES TO THE BORROWERThe Borrower shall not assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.
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CLAUSE 23  CONDUCT OF BUSINESS BY LENDER
 23.
    
    CONDUCT OF BUSINESS BY THE LENDERNo provision of this Agreement will:
 (a)
    
    interfere with the right of the Lender to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;(b)
    
    oblige the Lender to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or(c)
    
    oblige the Lender to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.
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CLAUSE 24  ADMINISTRATION
 24.
    
    Payment mechanics24.1
    
    No set-off by the BorrowerAll payments by the Borrower, or by any other person on behalf of the Borrower, under the Finance Documents shall be made to the Lender, at par without deduction of any charge or costs thereof (including set-off or counterclaim), to the accounts or bank as the Lender may notify to the Borrower at least two (2) Business Days in advance for this purpose.24.2
    
    Business Days
 (a)
    
    Any payment which is due to be made on a day that is not a Business Day shall be made on the previous Business Day in the same calendar month.(b)
    
    During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
 24.3
    
    Currency of account
 (a)
    
    Subject to paragraphs (b) to (e) below, US Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.(b)
    
    A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.(c)
    
    Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.(d)
    
    Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.(e)
    
    Any amount expressed to be payable in a currency other than US Dollars shall be paid in that other currency.
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CLAUSE 25  SET OFF
 25.
    
    SET-OFFWithout prior notice to the Borrower, the Lender may but is not obliged to, set off any matured obligation due from the Borrower
 under the Finance Documents (to the extent beneficially owned by the Lender) against any obligation owed by the Lender to the Borrower (whether or not matured),
regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual
course of business for the purpose of the set-off. The Lender shall as soon as reasonably practicable and in any event
not later than three (3) Business Days after the exercise of such right notify the Borrower of such exercise.
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CLAUSE 26  NOTICES
 26.
    
    NOTICES26.1
    
    Communications in writingAny communication to be made under or in connection with the Finance Documents shall be
made in writing and, unless otherwise stated, may be made by fax, or letter.26.2
    
    AddressesThe address, fax number and (if applicable) email address (and the department or officer,
if any, for whose attention the communication is to be made) of each Party for any
communication to be made or document to be delivered under or in connection with the
Finance Documents is in the case of the Borrower, that identified with its name below or
any substitute address, fax number, email address or department or officer as the Party may
notify to the Lender by not less than five (5) Business Days notice.26.3
    
    Delivery
 (a)
    
    Any communication or document made or delivered by one person to another
under or in connection with the Finance Documents will only be effective:
 (i)
    
    if sent by fax before 5 p.m. (local time in the place to
which it is sent) on a working day in that place, when sent or, if sent by fax
at any other time, at 9 a.m. (local time in the place to which it is sent) on
the next working day in that place, provided, in each case, that the person
sending the fax shall have received a transmission receipt if by way of fax,
when received in legible form;(ii)
    
    if by way of letter, when it has been left at the relevant
address or five (5) Business Days after being deposited in the post postage
prepaid in an envelope addressed to it at that address; or(iii)
    
    if by way of email, if it complies with the rules under
Clause 26.6 (Electronic Communication)
 and, if a particular department or officer is specified as part of its address
details provided under Clause 26.2 (Addresses), if addressed to that department or
officer. For this purpose, working days are days other than Saturdays, Sundays and
bank holidays.(b)
    
    Any communication or document to be made or delivered to the Lender will be
effective only when actually received by the Lender and then only if it is expressly
marked for the attention of the department or officer
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identified by the Lender (or any
substitute department or officer as the Lender shall specify for this purpose).
 26.4
    
    Reliance
 (a)
    
    Any notice sent under this Clause 26 (Notices) can be relied on by the
recipient if the recipient reasonably believes the notice to be genuine and if it
bears what appears to be the signature (original or facsimile) of an authorised
signatory of the sender (in each case without the need for further enquiry or
confirmation).(b)
    
    Each Party must take reasonable care to ensure that no forged, false or
unauthorised notices are sent to another Party.
 26.5
    
    English language
 (a)
    
    Any notice given under or in connection with any Finance Document must be in
English.(b)
    
    All other documents provided under or in connection with any Finance Document
must be:
 (i)
    
    in English; or(ii)
    
    if not in English, and if so required by the Lender,
accompanied by a certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional, statutory or
other official document.
 26.6
    
    Electronic Communication
 (a)
    
    Any communication to be made between the Borrower and the Lender under or in
connection with the Finance Documents may be made by electronic mail or other
electronic means, if the Borrower and the Lender:
 (i)
    
    agree that, unless and until notified to the contrary, this
is to be an accepted form of communication;(ii)
    
    notify each other in writing of their electronic mail address
and/or any other information required to enable the sending and receipt of
information by that means; and(iii)
    
    notify each other of any change to their electronic mail
address or any other such information supplied by them.
 (b)
    
    Any electronic communication made will be effective only when actually
received by the other Party.
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(c)
    
    The Borrower or the Lender shall notify the affected Party promptly upon
becoming aware that its electronic mail system or other electronic means of
communication cannot be used due to technical failure (and that failure is or is
likely to be continuing for more than two (2) Business Days). Until
the Borrower or the Lender has notified the affected Party that the failure has
been remedied, all notices between those parties shall be sent by fax or letter in
accordance with this Clause 26 (Notices).(d)
    
    Each Party acknowledges and agrees that the privacy and integrity of
electronic transmissions cannot be guaranteed. To the extent that any information
relating to the Finance Documents is transmitted electronically, the Borrower agrees
to release the Lender from any loss or liability incurred in connection with the
electronic transmission of such information, including the unauthorised interception,
alteration or fraudulent generation and transmission of electronic transmission by
third parties provided that the transmitting Party has taken all reasonable prudent
precautions to protect the integrity of its electronic communication system.
 
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CLAUSE 27  CALCULATIONS AND CERTIFICATES
 27.
    
    CALCULATIONS AND CERTIFICATES27.1
    
    AccountsIn any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by the Lender are prima facie
evidence of the matters to which they relate.27.2
    
    Certificates and DeterminationsAny certification or determination by the Lender of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.27.3
    
    Day count conventionAny interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of 360
days or, in any case where the practice in the Relevant Interbank Market differs, in
accordance with that market practice.
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CLAUSE 28  CONFIDENTIALITY
 28.
    
    CONFIDENTIALITYEach Party shall keep all information (Information) (including the terms and conditions
of the Finance Documents) made available (whether before or after the date of this
Agreement) by the other Party concerning this Agreement, confidential and shall not
communicate any Information, or allow any Information to be communicated to any third party
unless such communication or information is:
 (a)
    
    In connection with any proceedings arising out of or in connection with this
Agreement to the extent that the Lender may consider it necessary to protect its
interest; or(b)
    
    Required to do so by an order of a court of competent jurisdiction whether or
not in pursuance of any procedure for discovering documents; or(c)
    
    Pursuant to any Applicable Law in accordance with which such person is
required to act, including without limitation, the right of the Lender and/or the RBI,
in the event that the Borrower commits a default in payment or repayment of the
principal amount, interest or any other monies under the Facility, or utilises the
Facility for purposes other than those specified in the Finance Documents without the
prior written consent of the Lender, to disclose or publish the details of the default
and the name of the Borrower and its Directors as defaulters in such manner and
through such medium as the Lender, and/or RBI or such other agency appointed by them
in their absolute discretion may think fit; or(d)
    
    To its auditors for the purposes of enabling the auditors to complete an
audit of such Party or to its legal advisers when seeking bona fide legal advice in
connection with the Transaction Documents; or(e)
    
    In circumstances where the relevant Information has been published or
announced by the other Party in conditions free from confidentiality or has otherwise
entered the public domain without default on the part of the relevant party; or(f)
    
    The Information was obtained by the other party from an independent or third
party source.
 
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CLAUSE 29  PARTIAL INVALIDITY
 29.
    
    PARTIAL INVALIDITYIf, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.
 116




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CLAUSE 30  REMEDIES AND WAIVERS
 30.
    
    REMEDIES AND WAIVERSNo failure to exercise, nor any delay in exercising, on the part of the Lender, any right
or remedy under the Finance Documents shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise of any other
right or remedy. The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.
 117




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CLAUSE 31  AMENDMENTS AND WAIVERS
 31.
    
    AMENDMENTS AND WAIVERSThis Agreement may only be amended by the consent of all Parties in writing.
 118




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CLAUSE 32  COUNTERPARTS
 32.
    
    COUNTERPARTSEach Finance Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.
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CLAUSE 33  GOVERNING LAW
 33.
    
    GOVERNING LAWThis Agreement and any non-contractual obligations arising out of or connected with this
Agreement are governed by the laws of England and Wales.
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CLAUSE 34  ENFORCEMENT
 34.
    
    ENFORCEMENT34.1
    
    Jurisdiction
 (a)
    
    The courts of London have jurisdiction to settle any dispute arising out of
or in connection with this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute).(b)
    
    The Parties agree that the courts of London are the most appropriate and
convenient courts to settle Disputes and accordingly no Party will argue to the
contrary.(c)
    
    This Clause 34.1 is for the benefit of the Lender only. As a result, the
Lender shall not be prevented from taking proceedings relating to a Dispute in any
other court with jurisdiction. To the extent allowed by law, the Lender may take
concurrent proceedings in any number of jurisdictions.
 34.2
    
    Service of processWithout prejudice to any other mode of service allowed under any relevant law: the
Borrower:
 (a)
    
    appoints SBI Capital Markets (UK) Limited, having its address at 29-30,
Cornhill, London, EC3V3NF (Attention: Mr. T. Chandran, Chief Executive, Tel: 020-
79293529), England, or any other person as may be acceptable to the Lender as its
agent for service of process in relation to any proceedings before the English courts
in connection with any Finance Document; and(b)
    
    agrees that failure by a process agent to notify the Borrower of the process
will not invalidate the proceedings concerned.
 34.3
    
    Consent to enforcement etc.The Borrower irrevocably and generally consents in respect of any proceedings anywhere in
connection with any Finance Document to the giving of any relief or the issue of any
process in connection with those proceedings including, the making, enforcement or
execution against any assets whatsoever (irrespective of their use or intended use) of any
order or judgment which may be made or given in those proceedings.34.4
    
    Waiver of ImmunityThe Borrower irrevocably agrees that, should any Party take any proceedings anywhere
(whether for an injunction, specific performance, damages or otherwise
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in connection with
any Finance Document), no immunity (to the extent that it may at any time exist, whether on
the grounds of sovereignty or otherwise) from those
proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of
its assets or from execution of judgment shall be claimed by it or with respect to its
assets, any such immunity being irrevocably waived. The Borrower irrevocably agrees that it
and its assets are, and shall be, subject to such proceedings, attachment or execution in
respect of its obligations under the Finance Documents.
 122




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CLAUSE 35  CONDITIONS OF OTHER FINANCE PARTIES
 35.
    
    CONDITIONS OF OTHER FINANCE PARTIES35.1
    
    The Borrower hereby agrees and confirms that in case any other person providing any financial
assistance to the Borrower with terms and conditions more favourable to the ones laid down in
this Agreement or imposes any conditions not included herein, or in case any of the terms
offered by the Borrower to such person is more favourable to such person than the terms
stipulated by, or offered to, the Lenders, the such favourable terms shall mutatis mutandis
apply to the Facility as if the Borrower had specifically agreed to such terms and conditions,
which terms and conditions shall be regarded as being expressly incorporated herein.
 This Agreement has been entered into on the date stated at the beginning of this Agreement.
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SCHEDULE 1
CONDITIONS PRECEDENT
 Part A: Conditions Precedent to Effectiveness
 (a)
    
    Corporate Clearances, Clearances and Evidences
 (i)
    
    The Borrower shall have agreed to amend its Memorandum and Articles of
Association, for inter alia enhancing the authorized capital and borrowing power of
the Borrower as required under the Financing Plan, and appointment of nominee
directors as required under this Agreement, and making such other changes as may be
required by the Lender.(ii)
    
    The Lender shall have received all corporate documents, incumbency
certificates and resolutions in each case certified by the appropriate officers of
such Person which shall include, but not be limited to:
 (A)
    
    up-to-date certified true copies of the constitutional
documents and certificate of incorporation and commencement of business of the
Borrower and the Sponsor including any amendments required as per the
provisions of the Finance Documents;(B)
    
    certified true copy of resolutions of the Board of Directors
of each of the Borrower and Sponsor, as the case may be:
 (i)
    
    approving the terms and execution of, and the
transactions contemplated by the Finance Documents to which it is a
party;(ii)
    
    authorizing, the affixation of the common
seal on the Finance Documents, and/or a director or directors or other
authorized executives to execute the Finance Documents to which it is
a party;(iii)
    
    authorizing a Person or Persons, on its
behalf, to sign and/or dispatch all documents and notices to be signed
and/or dispatched by it under or in connection with the Finance
Documents to which it is a party; and(iv)
    
    specimen signatures of each such Person
authorized by the resolutions referred to in sub-Clauses (B)(ii) and
(B)(iii) above.
 (C)
    
    recent certified Audited Annual Financial Statements;(D)
    
    certified copy of the resolution of the shareholders of the
Borrower under Section 293(1)(a) and Section 293 (1)(d) of the Companies Act
authorising such borrowing and creation of Security and
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approving the
Borrowers participation and undertaking of obligations in the Project;(E)
    
    a certificate of the Auditors of the Borrower confirming that
the borrowing or the availing of the Facility under the Agreement would not
cause any borrowing limit binding on the Borrower to be exceeded;(F)
    
    a certificate from the company secretary/Director of the
Borrower certifying that the Borrower and its Directors have the necessary
powers under the constitutional documents of the Borrower to borrow or avail
the Facility and enter into the Finance Documents and that the borrowing or
availing of the Facility would not cause any borrowing limit binding on the
Borrower to be exceeded;(G)
    
    certified copy of the resolution of the shareholders of the
Sponsor under Section 372A of the Companies Act authorising the Sponsors
participation and undertaking of obligations in the Project or a certificate
from a director of the Sponsor certifying the non-applicability of the same;(H)
    
    certificate of the Borrower (signed by a director) confirming
that borrowing the Commitment does not violate the ECB Guidelines, and the
approval of the RBI obtained in this respect.(I)
    
    all other corporate authorizations/resolutions as may be
required under the Applicable Law and for the purposes of the Project
Documents; and(J)
    
    all Clearances, including without limitation, the RBI
Approval, and all necessary third party consents, waivers and other approvals,
required for the Project and for the execution, delivery, and enforcement of
the Transaction Documents except for the following:
 (a)
    
    Clearances required for requisite water
drawal required for the Project from the Hirakud Dam/any other source
from the Government of Orissa, or any other Person, which shall be
required to be obtained on or before June 30, 2009;(b)
    
    Clearances required in connection with the
height of the chimney(s) as may be required for the Project, from the
Airports Authority of India, which shall be required to be obtained on
or before June 30, 2009; and(c)
    
    environmental Clearances from the Government
of Orissa/other statutory bodies with respect to any Unit, which shall
be required to be obtained on or before a date
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which is six (6) months
prior to the Date of Commercial Operation of such Unit, provided that
with respect to the first Unit, such environmental Clearances (other
than those specified in sub-Clauses (i) and (ii) above) shall be
obtained
on or before a date which is three (3) months prior to the Date of
Commercial Operations of the first Unit.
 (K)
    
    evidence that the process agent referred to in Clause 34.2
(Service of process) has accepted its appointment.(L)
    
    certificate from the Borrower, certifying that the fees,
costs and expenses due prior to the date of First Utilisation, from the
Borrower pursuant to Clause 8.8 (Fees) and Clause 15 (Costs and expenses) have
been paid or will be paid by the date of First Utilisation.(M)
    
    certificate from the Borrower, certifying that all Taxes
(including stamp duty) payable (if any) in connection with the execution,
performance and/or enforcement of the Finance Documents have been paid.(N)
    
    Evidence that the Lender has completed all know your
customer checks required by law or regulation to be undertaken by it in
relation to the Borrower.(O)
    
    Evidence of: (i) receipt of the loan registration number
approved by the Department of Statistical Analysis and Computer Services of
the Reserve Bank of India in relation to this Agreement, and (ii) notification
by the Borrower to the Registrar of Companies of receipt of: (a) the loan
registration number, and (b) any other Clearance or authorisation required
under Applicable Law to be obtained, from the appropriate authority, for the
purpose of creating the Initial Security, in a manner satisfactory to the
Lender.(P)
    
    The Borrower shall tie up entire debt amounting to Rupees Six
Thousand One Hundred and Fifty Crores (Rs. 6150,00,00,000) for the Project.
 (b)
    
    Appointments
 (i)
    
    Lenders Engineer and Lenders Insurance ConsultantThe Borrower shall have appointed or agreed to appoint the Lenders Engineer
and Lenders Insurance Consultant (hereinafter referred to as Lenders
Consultants) in consultation with the Facility Agent to undertake the
roles described in the Lenders Engineer Appointment Letter (including but
not limited to review of Project Costs, including reasonability of contract
prices, and
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Project Documents, review of technical configuration of the
Plant, conducting pre- construction due diligence monitoring the
construction and performance tests and monitor the operations of the
Project and submitting reports to the Facility Agent every financial
quarter, or such other intervals as the Lender may require) and the
Insurance Consultancy Appointment Letter (including to
review and finalise the Insurance Contracts), respectively and shall have
undertaken to pay or arrange or shall have paid or arranged the payment of
all fees, expenses and other charges payable to the Lenders Consultants.
The Borrower shall have agreed and undertaken to provide all information
and other assistance required by the Lenders Consultant for the discharge
of their services and to carry out all such changes/alterations as may be
recommended by them.(ii)
    
    Lenders CounselThe Borrower shall have appointed the Lenders Counsel to inter aliaassist
the Lender in reviewing and finalizing the Transaction Documents and shall
have undertaken to pay or arrange the payment of all fees, expenses and
other charges payable to the Lenders Counsel. The Borrower shall have
agreed and undertaken to provide all information and other assistance
required by the Lenders Counsel for the discharge of its services and to
carry out all such changes/alterations as may be recommended by it.(iii)
    
    AuditorsThe Borrower shall have appointed the Auditors to the satisfaction of the
Lender. The Auditors shall have certified all expenses incurred by the
Borrower prior to the First Utilisation Date.(iv)
    
    Other ConsultantsAny other consultant/advisor as may be required by the Lender/Facility
Agent shall have been appointed, and the Borrower shall have agreed to bear
all expenses, fees and costs in relation to such appointment.
 (c)
    
    The Borrower shall have caused the Sponsor to execute the Sponsor Support
Agreement in form and substance satisfactory to the Facility Agent, wherein the
Sponsor shall have undertaken to, inter alia, do the following:
 (i)
    
    contribute such additional funds as may be required to meet
the shortfall, if any, in the Required Equity of the Borrower;(ii)
    
    in the event of any Cost Overrun, contribute the amounts by
which
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the Project Costs exceed the Estimated Project Costs without recourse to
the Project assets;(iii)
    
    meet the export obligations (from its operations) as
required under the available export promotion capital good scheme (EPCG
Scheme) based upon the duty benefit made available to the Borrower by way of
concessional duty payable for import of plant and machinery and equipments or
any benefit of deemed exports
on domestic acquisition, if any under EPCG Scheme for the Project and agree
that any increase in Project Costs due to non-availability of such import
duty/deemed export benefits under the EPCG Scheme, shall be met by the
Sponsor from its own resources to the satisfaction of the Lender;(iv)
    
    ensure that the Borrower shall raise the necessary funds for
refinancing of the Foreign Currency Bullet Repayment Amount;(v)
    
    provide the Borrower with all funds required by the Borrower
for the development of the Coal Blocks under the Mining JV Agreement;(vi)
    
    in the event of failure by the Borrower to:
 (a)
    
    enter into transmission arrangements
satisfactory to the Lender for evacuation of power generated from the
Project at least six (6) months prior to the Date of Commercial
Operation for each Unit;(b)
    
    make suitable arrangements for adequate
supply and transportation of coal by entering into the Fuel Supply
Agreements and Coal Transportation Agreements at least six (6) months
prior to the Date of Commercial Operation of each Unit other than the
first Unit, for which the Fuel Supply Agreements and the Coal
Transportation Agreement need to be in place prior to the First
Utilisation Date;(c)
    
    enter into such PPAs so as to achieve a
minimum DSCR of 1.1, in the manner contemplated in the Finance
Documents, at least six (6) months prior to Project COD;(d)
    
    make necessary arrangements and obtain
necessary Clearances for requisite water drawal required for the
Project from the Hirakud Dam/any other source from the Government of
Orissa, on or before June 30, 2009; and(e)
    
    obtain Clearances required in connection with
the height of the chimney(s) as may be required for the Project, from
the Airports Authority of India, on or before June 30, 2009,
 
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the Sponsor shall make available funds to the Borrower, in a manner
satisfactory to the Lender, to enable the Borrower to so discharge its
Obligations; and
 (d)
    
    The Borrower shall have finalized to the satisfaction of the Facility Agent
the Insurance Contracts as provided in Clause 18.19 (Insurance) and shall have
provided to the Facility Agent a certificate or other acceptable evidence and such
certificate or other evidence shall accurately describe the insurance already obtained
by the Borrower and shall also certify that
all such insurance is in full force and effect and conforms in all respects to the
insurance required to be obtained on or before the date of this Agreement.(e)
    
    Accounts
 (i)
    
    The Borrower shall have provided sufficient evidence of
having established, in the manner satisfactory to the Facility Agent, each of
the Accounts, including the Debt Service Reserve Account, in the manner
contemplated in the Trust and Retention Account Agreement and this Agreement.(ii)
    
    The Borrower shall deposit all the cash inflows of the
Project in the Account as specified in the Trust and Retention Account
Agreement and ensure that the reserves required to be maintained in accordance
with the Trust and Retention Account Agreement are maintained.(iii)
    
    The Borrower shall utilise the Project Proceeds in a manner
and priority as agreed to in the Trust and Retention Account Agreement.
 Part B: Conditions Precedent to First Utilisation
 (a)
    
    Transaction Documents
 (i)
    
    Other than the Transaction Documents expressly permitted to be executed at a
different time under Clause 18.6.2, each of the Transaction Documents shall have been
executed by the respective parties thereto and shall have become (or, as the case may
be, shall remain) effective and enforceable in accordance with their respective terms
and copies thereof shall have been delivered to the Facility Agent together with a
certificate of the Borrower to the effect that each of such Transaction Documents as
are required to be executed on the first Utilisation Date are true, correct and
complete in all respects, and in full force and effect including without limitation
the Fuel Supply Agreements and Coal Transportation Agreements for meeting the coal
requirements of the first Unit.
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(ii)
    
    The Borrower shall have provided a certificate signed by an Authorized
Officer of the Borrower and expressed to be effective as of the date of the First
Utilisation, stating that the Borrower is in compliance with all provisions of the
Transaction Documents.(iii)
    
    The Lenders Engineer shall have reviewed each of the Project Documents and
shall have submitted its report and certified that the Project Documents are adequate
for implementation of the Project.(b)
    
    Opinion of Counsels
 (i)
    
    The Borrower shall have provided confirmation from its legal
counsels: (i) that the Borrower has entered into valid, binding and
enforceable Project Documents required by it to be executed prior to First
Utilisation; (ii) that the Borrower has entered into binding agreements for
financing as required under the Financing Plan to meet the Estimated
Project Costs and that the conditions for Utilisation of amounts under such
Finance Documents have been satisfied or waived; (iii) that the Borrower
accepts to provide, effectuate and perfect the Security Interest in the
form and manner as may be required by the Lender from time to time; (iv)
all Clearances required prior to First Utilisation have been obtained and
are in full force and effect; and (v) all Taxes (including the stamp duty
and registration fees) other than those Contested in Good Faith have been
duly and validly paid.The Facility Agent shall have received legal opinions pertaining inter alia
to the validity and enforceability of the Transaction Documents, each dated
the date of the Utilisation Request in relation to the First Utilisation
from the following persons:
 (A)
    
    Lenders Counsel;(B)
    
    Legal advisors to the Borrower and Sponsor;
and(C)
    
    Where any of the counterparties to the
Project Documents are not Persons organised under the laws of, or
residents of, India, the international counsel of such counterparties
to the Project Documents.
 (c)
    
    Clearances
 (i)
    
    Other than the Clearances which are expressly permitted under
Clause 18.16 to be obtained at a different time, the Borrower shall have
obtained all Clearances as may be required for the Project, and such
Clearances shall be in full force and effect and the Borrower shall have
fulfilled the conditions stipulated in such Clearances and the Facility Agent
shall have received certified copies of each Clearance, together with a
certificate from the
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Borrower certifying that all such Clearances have been
obtained and are in full force and effect.(ii)
    
    The Borrower shall have obtained all necessary third party
consents, waivers and other approvals required for the Project and for the
execution, delivery, and enforcement of the Transaction Documents. The
permission of the assessing officer under Section 281(1)(ii) of the Income Tax
Act, 1961 shall have been obtained by the Borrower prior to creation of any
Security.(iii)
    
    The Lenders Engineer shall have certified the adequacy and
validity of the Clearances.
 (d)
    
    Project
 (i)
    
    The Facility Agent shall have received a report from the
Lenders Engineer inter aliacertifying the Estimated Project Costs in the form
and manner as provided in Schedule 8, a preliminary legal due diligence report
from the Lenders Counsel and the Borrower shall have resolved all issues
raised in all of the abovementioned reports and incorporated necessary changes
to the satisfaction of the Facility Agent in the Project Documents, the
Estimated Project Cost and the Financing Plan.(ii)
    
    The Facility Agent shall have received satisfactory evidence
from the Lenders Engineer that the Project Site is suitable for the Project
and suitable security and other arrangements have been made with respect
thereto as also a report in relation to Project Cost, the Project Documents
(other than Insurance Contracts), provision of liquidated damages by the Major
Project Parties, performance guarantees and such other matters as may be
specified by the Facility Agent.(iii)
    
    The Facility Agent shall have received a schedule for award
of contracts matching with the implementation schedule for the Project, which
shall have been reviewed by the Lenders Engineer.
 (e)
    
    Project DocumentsThe Borrower shall have identified all key contractors (including any Major Project
Parties) required for the implementation of the Project and finalized all key
Project Documents, which shall have been reviewed by the Lenders Engineer.(f)
    
    Applicable LawThe Borrower shall have received a certificate from an Authorized Officer of the
Borrower certifying that the Project and the Borrower are in
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compliance in all
respects with all Applicable Law as in effect on the Utilisation Date.(g)
    
    Representations and WarrantiesThe Borrower shall have provided a certificate issued by an Authorized Officer of
the Borrower stating that all representations and warranties of the Borrower,
Sponsor, and to the best of knowledge of the Borrower after due enquiry of the
Major Project Parties under the Transaction Documents are true and correct in all
respects with the same force and effect as though such representations and
warranties have been made on and as of the date of such certificate.(h)
    
    Events of Default and Legal Proceedings
 (i)
    
    There shall be no Event of Default or Potential Event of
Default
under the Transaction Documents which has not been cured or waived in
accordance with the terms of the Transaction Documents and all Transaction
Documents shall be in full force and effect.(ii)
    
    There shall not have occurred any event that would restrict
directly or indirectly the Borrowers borrowing power or authority or its
ability to borrow under the Finance Documents due to any provision in its
Memorandum and Articles of Association or any provision contained in any
document by which the Borrower is bound, or any Applicable Law.
 (i)
    
    Sponsor SupportThe Facility Agent shall have received the following:
 (a)
    
    satisfactory evidence that 30% (thirty per cent) of the
Required Equity (Upfront Equity) has been subscribed and paid up in full and
has been either (a) deposited in the Account; or (b) certified by the Auditor
as having been utilised for payment of Project Costs. Providedthat the
Upfront Equity shall not include any equity contributed by the Sponsor for the
purpose of investment in any subsidiary of the Borrower in accordance with
Clause 19.3;(b)
    
    an undertaking from the Sponsor, in the form and manner
acceptable to the Lender, and any other evidence required by the Facility
Agent in relation to the same, to subscribe to the balance 70% (seventy per
cent) of the Required Equity in the manner specified in the Sponsor Support
Agreement; and(c)
    
    An undertaking from the Sponsor that the management and
control of the Borrower shall not change during the currency of the Loan
without the consent of the Lender.
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(j)
    
    PersonnelThe Borrower shall have appointed such technical, financial and executive personnel
(including auditors and/or management personnel) of proper qualification and
experience, satisfactory to the Facility Agent, and shall have ensured that the
organizational set-up is adequate, so as to ensure smooth implementation of the
Project by the Borrower.(k)
    
    SecurityThe Borrower shall have created and perfected the Initial Security in favour of the
Security Trustee prior to the First Utilisation Date, in accordance with the terms
of this Agreement, to the satisfaction of the Security Trustee and the same shall
be in full force and effect.(l)
    
    Construction Budget
 (i)
    
    The Lender shall have received a copy of the Construction
Budget in a form satisfactory to the Lenders Engineer. The Construction Budget
should:
 (A)
    
    reflect the amount of all Estimated Project
Costs; and(B)
    
    conform to the Base Case.
 (ii)
    
    The Facility Agent shall have received a true, correct and
completed copy of the Project Schedule certified by an Authorised Officer of
the Borrower.
 (m)
    
    Insurance
 (i)
    
    The Borrower shall have obtained the Insurance Contracts
(including reinsurance) in accordance with the recommendations of the Lenders
Insurance Consultant, suitably endorsed in favour of the Lender and naming the
Lender /Security Trustee as loss payees as recommended by the Lenders
Insurance Consultant and shall have provided to the Facility Agent a
certificate or other acceptable evidence and such certificate or other
evidence shall accurately describe the insurance obtained by the Borrower and
shall also certify that all such insurance is in full force and effect and
conforms in all respects to the insurance required to be obtained on or before
the First Utilisation Date.(ii)
    
    The Facility Agent shall have received a letter from the
Borrowers insurer confirming that all premia due and payable with respect to
the insurance as of the First Utilisation Date have been paid and no insurance
premia are overdue.
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(iii)
    
    The Facility Agent shall have received a list of the
existing Insurance Contracts detailing therein the names and addresses of the
insurer, brief particulars of goods covered, type of cover, amount of cover
and date of expiry of each policy.(iv)
    
    The Borrower shall duly pay all premia and other sums payable
for the aforesaid Insurance Contracts, at least thirty (30) days prior to the
shipment in respect of the Project.
 (n)
    
    English TranslationsIf any Transaction Document, Clearance, notice, certificate, instrument,
communication or other document required to be delivered to any Person pursuant to
Clause 4.2 (Conditions Precedent to First Utilization) is not originally executed,
delivered or given in English (regardless of whether such requirement arises before
or after the date of Financial Close), the Borrower, shall concurrently with the
delivery of such Transaction Document, Clearance, notice, certificate, instrument
or other document, additionally and at its own expense, provide to such Person: (i)
in the case
of any Transaction Document, any communication from any Governmental Agency and any
Clearance, certified, official English translation prepared by: (A) a translator
identified as an approved translator for the high court of any State in India; or
(B) another translator reasonably acceptable to the Lender; and (ii) in the case of
any other document, an English translation thereof certified by an Authorized
Officer of the Borrower to be complete and accurate in all material respects.(o)
    
    Project Costs and Financing PlanThe Borrower shall have finalized the Project Cost and the Financing Plan after
incorporating the views of the Lenders Engineer to the satisfaction of the Facility
Agent.(p)
    
    Other ConditionsThe Lender shall have the right to stipulate other conditions, after consultation
with the Borrower, prior to the First Utilisation Date and the Borrower agrees to
abide by the same.
 Part C: Conditions Precedent to each Utilisation
 (a)
    
    Obligations
 (i)
    
    The Borrower shall have performed in all respects, all of its obligations
required to be performed under the Transaction Documents prior to the date of such
Utilisation and the other Material Project Participants shall have performed in all
respects all of their respective material obligations
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required to be performed under
the Transaction Documents prior to the date of such Utilisation.(ii)
    
    The Borrower shall have paid all fees, expenses and other charges then
payable by it under the Finance Documents.
 (b)
    
    Utilisation
 (i)
    
    The Borrower shall have delivered to the Facility Agent in the form set out
in Schedule 2 duly completed and in substance satisfactory to the Facility Agent, a
Utilisation Request.(ii)
    
    The Facility Agent shall have received the certification of the Lenders
Engineer referred to in Clause 8.4 (Commitment Fee) with respect to the Drawdown
Schedule Period in which the relevant Utilisation occurs.(iii)
    
    The Borrower shall have procured and furnished to the Facility Agent, prior
to each subsequent Utilisation, a certificate each from: (a) a chartered accountant;
and (b) a Director of the Borrower, confirming that the proceeds of the preceding
Utilisation have been utilized only for the purposes of Project Costs as permitted
under this Agreement.(iv)
    
    The Borrower shall have complied with the provisions of Clause 18.9(i) of
this Agreement.
 (c)
    
    Debt: Equity Ratio
 (i)
    
    The Borrower shall have provided evidence to the satisfaction of the Lender
that the ratio of Debt to Equity for meeting the Project Cost does not exceed 75:25.
The Facility Agent shall have received a certificate from an Authorized Officer of the
Borrower confirming that the Debt to Equity ratio of the Borrower would not exceed
75:25 after the relevant Utilisation. For the purpose of calculating Debt to Equity
ratio, any Cost Overrun which has been funded by way of subscription to Equity shall
be excluded.(ii)
    
    The Facility Agent shall have received a certificate each from: (a) a
chartered accountant; and (b) a Director of the Borrower stating that the Required
Equity required to have been brought in as on the relevant Utilisation Date has been
brought in.(iii)
    
    The Borrower shall have complied with the provisions of Clause 18.9(ii) of
this Agreement.(iv)
    
    For the purpose of calculating the ratio under this sub-clause (c)(iv):
 (a)
    
    any Equity invested by or in the Borrower other than for the
purposes of the Project or any equity/ shareholding of the Borrower in any
Person shall be excluded, and
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(b)
    
    the calculation of Equity for the purposes of this sub-clause
(c)(iv) shall be done on an unconsolidated basis. By way of illustration, if
Rs. 100 is invested into the Borrower by way of equity, of which Rs. 40 is
used by the Borrower to subscribe to shares of its subsidiary, only the
remainder Rs. 60 shall be used for the purposes of calculating Equity under
this sub-clause (c)(iv).
 (d)
    
    Events of Default, Legal Proceedings, Representations and Warranties
 (i)
    
    There shall be no Event of Default or Potential Event of Default under the
Transaction Documents which has not been cured or waived in accordance with the terms
of the Transaction Documents, and all Transaction Documents shall be in full force and
effect and all representations and warranties made by the Borrower and any other
Material Project Participant in any Transaction Documents shall be true and correct in
all respects with the same force and effect as though such representations and
warranties had been made on and as of such date of Utilisation.(ii)
    
    The Borrower shall have delivered to the Facility Agent, a certificate of an
Authorized Officer of the Borrower stating that there are no Legal Proceedings having
a value over Rs. 10,00,00,000 (Rupees Ten crores) pending or threatened (as evidenced
by a notice or receipt of
communication in writing) in India or any other jurisdiction against the Borrower
or Sponsor or their assets or the Major Project Parties and there are no Legal
Proceedings pending or threatened in India or any other jurisdiction regarding the
effectiveness or validity of any of the Clearances or the Transaction Documents.(iii)
    
    The Borrower shall certify that no Adverse Change has occurred with respect
to the Project.(iv)
    
    There shall not have occurred any event that would restrict directly or
indirectly the Borrowers borrowing power or authority or its ability to borrow under
the Finance Documents due to any provision in its Memorandum and Articles of
Association or any provision contained in any document by which the Borrower is bound,
or any Applicable Law.
 (e)
    
    Security
 (i)
    
    Each of the Security Documents and the Security Interest over the assets
created thereunder in favour of the Security Trustee required, under the terms of this
Agreement, to be created as of the relevant Utilisation Date for the benefit of the
Secured Parties shall be in full force and effect including without limitation, the
Security Interest required to be created over any property in accordance with Clause
18.7.3.
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(ii)
    
    Without prejudice to the generality of Clause (e)(i) above, the Borrower
shall have entered into the Share Pledge Agreement and the same shall be in full force
and effect, (including obtaining of all consents, authorisations, registrations and
filings required to create, perfect and maintain the same in full force and effect)
prior to the Coal Investment JV Utilisation.(iii)
    
    The Borrower shall have obtained the written consent of the relevant parties
for execution and performance of the Security Documents.(iv)
    
    The requirements of this Clause (e) shall not apply to the extent that they
are already satisfied as per the requirements of Clause (k) of Part B above.
 (f)
    
    Permits and Consents
 (i)
    
    The Borrower shall have obtained and cause to be maintained in full force and
effect all Clearances (other than those Clearances which are expressly permitted under
this Clause (f) to be obtained at a different time) required to be obtained prior to
the date of the particular Utilisation;(ii)
    
    The Borrower shall confirm that all Clearances and corporate approvals
previously obtained shall remain in full force and effect and no event shall have
occurred which would render void any of the above;(iii)
    
    With respect to any Utilisation occurring on or after June 30, 2009, the
Borrower shall have obtained and shall cause to be maintained in full force and effect
the: (a) chimney height clearance as may be required for the
Project, from the Airports Authority of India; and (b) all Clearances required for
obtaining the requisite water drawal required for the Project from the Hirakud
Dam/any other source; and(iv)
    
    With respect to any Utilisation occurring on or after a date which is six (6)
months prior to the Date of Commercial Operation of each Unit (and, in the case of the
first Unit, three (3) months prior to the Date of Commercial Operations of the first
Unit), all required environmental Clearances (other than those specifically mentioned
in sub-Clause (iii) above) from the Government of Orissa/other statutory bodies, shall
have been obtained by the Borrower to the satisfaction of the Lender.
 (g)
    
    Certificates
 (i)
    
    On the date of each Utilisation, after giving effect thereto, the Borrower
shall have provided a certificate to the Facility Agent confirming: (a) satisfaction
of all ratios and financial covenants as set out in the Finance Documents; and (b)
compliance with all Finance Documents.(ii)
    
    The Borrower shall have provided a certificate issued by an Authorized
Officer of the Borrower stating that all representations and warranties of the
Borrower, Sponsor and to the best of the knowledge of the Borrower
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after due enquiry
of the Major Project Parties to the Transaction Documents are true and correct in all
respects with the same force and effect as though such representations and warranties
have been made on and as of the date of Utilisation.(iii)
    
    The Facility Agent shall have received a certificate from an Authorized
Officer of the Borrower certifying that the Project and the Borrower are in compliance
in all respects with all Applicable Law as in effect on date of the relevant
Utilisation.(iv)
    
    The Borrower shall have provided a certificate, in form satisfactory to the
Facility Agent signed by an Authorized Officer of the Borrower and expressed to be
effective as of the date of the relevant Utilisation, stating that the Borrower is in
compliance with all provisions of the Transaction Documents.(v)
    
    The Borrower shall have provided a certificate to the Facility Agent from the
Lenders Engineer (or confirmed by the Lenders Engineer) that the amounts requested
under the Utilisation are in accordance with the Base Case, and the Lenders Engineer
shall have raised no objection to the making of the relevant Utilisation.
 (h)
    
    Absence of Unsatisfied CP Notice and Drawstop NoticeThe Facility Agent shall not have issued or received an Unsatisfied CP Notice or Drawstop
Notice with respect to such Utilisation, which has not been withdrawn or revoked.(i)
    
    Development ExpensesIf any part of any Utilisation is to be utilised to pay or reimburse any Project Costs
constituting development expenses, preoperative expenses and preliminary expenses, the
Facility Agent shall have received a certificate from an Authorized Officer of the Borrower
setting forth the amounts and nature of such expenses, to the extent the Facility Agent
shall not have received an audit with respect to such expenses.(j)
    
    Lien WaiversThe Facility Agent shall have received the lien waivers, if any, contemplated to be
delivered pursuant to the provisions of the Project Documents.(k)
    
    ProjectThe Borrower shall be lawfully possessed of the ownership, use and other interests or
rights with respect to the Project Site and on which it purports to grant Security Interest
including any special purpose facilities on the Project Site, free of all Security
Interests (other than Permitted Security Interest), the adequacy of
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which shall be
satisfactory to the Lenders Engineer. Provided that, the Borrower shall only be required to
be so possessed:
 (i)
    
    of the land to be transferred from the Sponsor and Vedanta Aluminium Limited
prior to any Utilisation occurring six (6) months after First Utilisation; and(ii)
    
    of the land required for ash disposal for any Unit prior to any Utilisation
occurring on or after a date which is six (6) months before the Date of Commercial
Operation of such Unit.
 (l)
    
    Cost OverrunThe Sponsor shall have financed/funded the Cost Overrun if any, in the form and manner as
provided in the Sponsor Support Agreement.(m)
    
    Sale of Balance PowerWith respect to any Utilisation occurring on or after a date which is two (2) months prior
to the Project COD, the Borrower shall have finalized and entered into the PPA (other than
GRIDCO PPA) or other sale arrangement(s), to the satisfaction of the Lender, for the
offtake of the balance power of the total 2400 MW power generation capacity of the Project.(n)
    
    Arrangements for waterWith respect to any Utilisation occurring on or after June 30, 2009, the Borrower shall
have made the necessary arrangements and obtained the necessary approvals, to the
satisfaction of the Facility Agent, for requisite water drawal required for the Project
from the Hirakud Dam/any other source from the Government of Orissa,
or any other Person as may be required for the Project, which will have been reviewed by
the Lenders Engineer.(o)
    
    Transaction Documents
 (i)
    
    The Borrower shall have entered into the Transaction Documents required to be
entered into as of the relevant Utilisation Date.(ii)
    
    All Transaction Documents entered into by the Borrower shall be in full force
and effect.(iii)
    
    The Borrower shall, in a manner satisfactory to the Lender, carry out
necessary changes and modifications as are required by the Lender or are recommended
by the Lenders Counsel, Lenders Engineer and Lenders Insurance Consultant and deemed
necessary by the Lender to be made to the Transaction Documents arising out of any due
diligence conducted by them or otherwise.
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(iv)
    
    The Borrower shall ensure that the Major Project Documents contain adequate
liquidated damages for delay in commissioning of the Plant and performance of the
shortfall guarantees.
 (p)
    
    Amendment to Articles of AssociationWith respect to any Utilisation occurring on or after a date which is three (3) months from
the date of this Agreement, the Borrower shall have amended its Articles of Association,
for inter aliaenhancing the authorized capital and borrowing power of the Borrower as
required under the Financing Plan, and appointment of nominee directors as required under
this Agreement, and making such other changes as may be required by the Lender.(q)
    
    Credit RatingWith respect to any Utilisation occurring after a date which is three (3) months from the
date of this Agreement, or such other time period as may be agreed by Facility Agent, the
Borrower shall have complied with its obligations under Clause 18.26 (Credit Rating).(r)
    
    Drawstop Notice and Lending Confirmation NoticeWith respect to the relevant Utilisation, No Drawstop Notice referred to in Clause
5.5 (Drawstop Notices) shall have been issued, which has not been subsequently revoked and
a Lending Confirmation Notice referred to in Clause 5.4 (Procedure for Utilization) shall
have been issued.
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SCHEDULE 2
 REQUESTS
 PART I
UTILISATION REQUEST
 From:
    
    Sterlite Energy Limited(as the Borrower)To:
    
    (i) The Facility Agent

(ii) LenderDated: []UTILISATION REQUEST (NO [])Dear SirsUSD 140,000,000/- Foreign Currency Facility Agreement dated [_______________] (the Facility
Agreement)
 1.
    
    We refer to the Facility Agreement. This is an utilisation request. Terms defined in the
Facility Agreement shall have the same meaning in this Utilisation Request unless given a
different meaning in this Utilisation Request.2.
    
    We request you for the disbursement of loan as follows;
 Proposed Disbursement Date:
    
    [] (or, if that is not a Business Day, the
next Business Day)Amount:
    
    [] or, if less, the Available FacilityFirst Interest Period
    
    [ Months]
 3.
    
    The disbursement of loan is required for the import of capital Equipment and Machinery as
under:
 Name and particularsDescription of the
    
    
    of standard overseascapital Equipment
    
    
    supplierSr. No.
    
    and Machinery
    
    
    (Supplier)
    
    
    Amount in USD
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4.
    
    We confirm that each condition specified in clause [___] (Conditions precedent, as applicable
to this disbursement) of the Facility Agreement is satisfied on the date
of this Utilisation Request unless otherwise stated in this paragraph.5.
    
    We confirm that no default has occurred and is continuing or would occur as a result of the
utilisation which is the subject of this Utilisation Request.6.
    
    We hereby make the Repeating Representations.7.
    
    We request you to:* make disbursement of USD (______ ), to the following USD Nostro account of the bank
handling the import documents for onward credit to the Supplier, as per the documents
evidencing import of equipment and machinery based on the certificate issued by the
relevant bank nominated to handle documents evidencing the import (which include interalia
shipping documents, commercial invoice and other such document) and release of invoice
payment accompanied by the confirmation in relation to the documents from the Facility
Agent, as and when received by the Lender in a form satisfactory to it.* make disbursement of USD (______ ) to the following USD Nostro account of the LC issuing
bank for onward credit to the Supplier based on the confirmation of the LC issuing bank for
compliance of all the terms of the LC.
 Bank:
    
    []Branch:
    
    
    
    []SWIFT Code:
    
    []Account name:
    
    
    
    []Account number:
    
    []Project Details:
    
    []Payment reference:
    
    []
 8.
    
    This Utilisation Request is irrevocable.
  (Sign)Name:
    
    []Title:
    
    []   142




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SCHEDULE 3
 FORM OF TRANSFER CERTIFICATE
 To:
    
    [Borrower]
[Facility Agent]
[Security Trustee]From:
    
    [The New Lender] (the New Lender) and [The Original Lender] (the Original Lender)
  US$140,000,000 Facility Agreement
dated [ ] 2009 (the Facility Agreement)
 1.
    
    We refer to the Facility Agreement. This is a Transfer Certificate. Terms defined in the
Facility Agreement shall have the same meaning in this Transfer Certificate unless given a
different meaning in this Transfer Certificate.2.
    
    We refer to Clause 21.4 (Procedure for transfer) of the Facility Agreement:
 (a)
    
    The Original Lender and the New Lender agree to the Original Lender
transferring to the New Lender by novation all or part of the Original Lenders
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 21.4 (Procedure for transfer) of the Facility Agreement.(b)
    
    The proposed Transfer Date is [                    ].(c)
    
    The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of Clause 26.2 (Addresses) of the Facility
Agreement are set out in the Schedule.
 3.
    
    The New Lender expressly acknowledges the limitations on the Original Lenders obligations
set out in Clause 21.3 (c) (Limitation of responsibility of Existing Lender) of the Facility
Agreement.4.
    
    This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.5.
    
    This Transfer Certificate is governed by English law.
 143




---



##### 



THE SCHEDULE
Commitment/rights and obligations to be transferred
 Participation in Loans
    
    Next Interest PaymentCommitment Transferred
    
    Transferred
    
    DateFacility : []
    
    Facility : []
    
    Facility : []
 Administration Details:New Lenders Standing Payment Instructions:
    
    [                              ]Facility Office address:
    
    [                              ]Telephone:
    
    [                              ]Fax:
    
    [                              ][Email Address:]
    
    [                              ]Attn/Ref:
    
    [                              ]
  [Existing Lender]
    
    [New Lender]By:
    
    By:[Existing Lender]By:
 144




---



##### 



SCHEDULE 4
 BASE CASE
 PROFIT & LOSS ACCOUNT
 Profit & Loss
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Account
    
    Mar-07
    
    Mar-08
    
    Mar-09
    
    Mar-10
    
    Mar-11
    
    Mar-12
    
    Mar-13
    
    Mar-14
    
    Mar-15
    
    Mar-16
    
    Mar-17
    
    Mar-18
    
    Mar-19
    
    Mar-20
    
    Mar-21
    
    Mar-22
    
    Mar-23RevenueRevenue from
Tariff  GRIDCO
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    461.40
    
    
    
    868.00
    
    
    
    882.17
    
    
    
    898.47
    
    
    
    907.37
    
    
    
    921.29
    
    
    
    936.15
    
    
    
    951.97
    
    
    
    968.81
    
    
    
    986.69
    
    
    
    1005.67
    
    
    
    1025.78
    
    
    
    1047.08
    
    
    
    1077.01Revenue from
Sale to others
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    342.17
    
    
    
    2326.73
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59
    
    
    
    2463.59Interest Income
on DSRA & Cash
Balance
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    3.20
    
    
    
    7.53
    
    
    
    7.25
    
    
    
    6.98
    
    
    
    6.70
    
    
    
    6.42
    
    
    
    6.15
    
    
    
    5.87
    
    
    
    5.59
    
    
    
    5.32
    
    
    
    5.04
    
    
    
    4.76
    
    
    
    4.64Total Revenue
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    803.57
    
    
    
    3197.92
    
    
    
    3353.30
    
    
    
    3369.31
    
    
    
    3377.94
    
    
    
    3391.58
    
    
    
    3406.16
    
    
    
    3421.71
    
    
    
    3438.27
    
    
    
    3455.88
    
    
    
    3474.58
    
    
    
    3494.42
    
    
    
    3515.43
    
    
    
    3545.24ExpenditureFuel Cost
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    313.41
    
    
    
    1249.20
    
    
    
    1355.64
    
    
    
    1409.87
    
    
    
    1466.26
    
    
    
    1524.91
    
    
    
    1585.91
    
    
    
    1649.35
    
    
    
    1715.32
    
    
    
    1783.93
    
    
    
    1855.29
    
    
    
    1929.50
    
    
    
    2006.68
    
    
    
    2086.95O&M
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    58.41
    
    
    
    232.85
    
    
    
    252.69
    
    
    
    262.80
    
    
    
    273.31
    
    
    
    284.24
    
    
    
    295.61
    
    
    
    307.44
    
    
    
    319.73
    
    
    
    332.52
    
    
    
    345.82
    
    
    
    359.66
    
    
    
    374.04
    
    
    
    389.00
 145




---



##### 



Profit & Loss
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Account
    
    Mar-07
    
    Mar-08
    
    Mar-09
    
    Mar-10
    
    Mar-11
    
    Mar-12
    
    Mar-13
    
    Mar-14
    
    Mar-15
    
    Mar-16
    
    Mar-17
    
    Mar-18
    
    Mar-19
    
    Mar-20
    
    Mar-21
    
    Mar-22
    
    Mar-23ExpenseOrissa Cess on
sale outside
state
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    9.78
    
    
    
    66.48
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39
    
    
    
    70.39Total Expenditure
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    381.60
    
    
    
    1548.52
    
    
    
    1678.72
    
    
    
    1743.05
    
    
    
    1809.96
    
    
    
    1879.54
    
    
    
    1951.91
    
    
    
    2027.17
    
    
    
    2105.44
    
    
    
    2186.84
    
    
    
    2271.50
    
    
    
    2359.54
    
    
    
    2451.11
    
    
    
    2546.34PBDIT
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    421.97
    
    
    
    1649.40
    
    
    
    1674.58
    
    
    
    1626.26
    
    
    
    1567.98
    
    
    
    1512.04
    
    
    
    1454.25
    
    
    
    1394.54
    
    
    
    1332.83
    
    
    
    1269.04
    
    
    
    1203.08
    
    
    
    1134.87
    
    
    
    1064.32
    
    
    
    998.90InterestInterest on Loan
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    179.43
    
    
    
    716.68
    
    
    
    701.10
    
    
    
    664.20
    
    
    
    627
    
    
    
    590.40
    
    
    
    553.50
    
    
    
    516.60
    
    
    
    479.70
    
    
    
    442.80
    
    
    
    405.90
    
    
    
    369.00
    
    
    
    332.10
    
    
    
    294.54Interest on WC
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    13.05
    
    
    
    44.61
    
    
    
    47.24
    
    
    
    48.22
    
    
    
    49
    
    
    
    50.15
    
    
    
    51.21
    
    
    
    52.32
    
    
    
    53.48
    
    
    
    54.70
    
    
    
    55.98
    
    
    
    57.31
    
    
    
    58.71
    
    
    
    60.27Total Interest
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    192.47
    
    
    
    761.30
    
    
    
    748.34
    
    
    
    712.42
    
    
    
    676
    
    
    
    640.54
    
    
    
    604.71
    
    
    
    568.92
    
    
    
    533.18
    
    
    
    497.50
    
    
    
    461.88
    
    
    
    426.31
    
    
    
    390.81
    
    
    
    354.81PBDT
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    229.49
    
    
    
    888.10
    
    
    
    926.24
    
    
    
    913.84
    
    
    
    892
    
    
    
    871.50
    
    
    
    849.55
    
    
    
    825.62
    
    
    
    799.65
    
    
    
    771.54
    
    
    
    741.20
    
    
    
    708.56
    
    
    
    673.51
    
    
    
    644.09Depreciation
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    104.28
    
    
    
    404.94
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    423
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89
    
    
    
    422.89PBT
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    125.21
    
    
    
    483.16
    
    
    
    503.35
    
    
    
    490.96
    
    
    
    469
    
    
    
    448.61
    
    
    
    426.66
    
    
    
    402.74
    
    
    
    376.76
    
    
    
    348.65
    
    
    
    318.32
    
    
    
    285.67
    
    
    
    250.63
    
    
    
    221.21Tax
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    14.19
    
    
    
    54.74
    
    
    
    57.03
    
    
    
    55.63
    
    
    
    53
    
    
    
    50.83
    
    
    
    48.34
    
    
    
    45.63
    
    
    
    42.69
    
    
    
    39.50
    
    
    
    36.07
    
    
    
    32.37
    
    
    
    28.40
    
    
    
    25.06Deferred Tax
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    28.37
    
    
    
    109.48
    
    
    
    114.06
    
    
    
    111.25
    
    
    
    0
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00PAT
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    82.65
    
    
    
    318.93
    
    
    
    332.26
    
    
    
    324.08
    
    
    
    416
    
    
    
    397.78
    
    
    
    378.32
    
    
    
    357.11
    
    
    
    334.07
    
    
    
    309.15
    
    
    
    282.25
    
    
    
    253.31
    
    
    
    222.23
    
    
    
    196.14
 146




---



##### 



Projected Cash Flow of the Company
 31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Cash Flow Statement
    
    Mar-07
    
    Mar-08
    
    Mar-09
    
    Mar-10
    
    Mar-11
    
    Mar-12
    
    Mar-13
    
    Mar-14
    
    Mar-15
    
    Mar-16
    
    Mar-17
    
    Mar-18
    
    Mar-19
    
    Mar-20
    
    Mar-21
    
    Mar-22
    
    Mar-23InflowsCash flow from
Operations
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    186.93
    
    
    
    723.88
    
    
    
    755.15
    
    
    
    746.97
    
    
    
    838.45
    
    
    
    820.67
    
    
    
    801.21
    
    
    
    779.99
    
    
    
    756.96
    
    
    
    732.03
    
    
    
    705.14
    
    
    
    676.19
    
    
    
    645.12
    
    
    
    619.03Deferred Tax
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    28.37
    
    
    
    109.48
    
    
    
    114.06
    
    
    
    111.25
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Equity
    
    
    512.06
    
    
    
    102.94
    
    
    
    728.80
    
    
    
    636.28
    
    
    
    69.92
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Subordinate Loans
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Senior Loans
    
    
    0.00
    
    
    
    901.12
    
    
    
    3130.29
    
    
    
    1908.83
    
    
    
    209.76
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Working capital Finance
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    296.37
    
    
    
    123.00
    
    
    
    10.06
    
    
    
    8.92
    
    
    
    8.29
    
    
    
    9.22
    
    
    
    9.66
    
    
    
    10.11
    
    
    
    10.58
    
    
    
    11.08
    
    
    
    11.59
    
    
    
    12.13
    
    
    
    12.69
    
    
    
    14.19Total inflows
    
    
    512.06
    
    
    
    1004.06
    
    
    
    3859.09
    
    
    
    3056.79
    
    
    
    1236.03
    
    
    
    879.27
    
    
    
    867.14
    
    
    
    846.74
    
    
    
    829.89
    
    
    
    810.86
    
    
    
    790.11
    
    
    
    767.54
    
    
    
    743.11
    
    
    
    716.73
    
    
    
    688.32
    
    
    
    657.80
    
    
    
    633.23OutflowsCapital Expenditure
    
    
    512.06
    
    
    
    1004.06
    
    
    
    3859.09
    
    
    
    2432.87
    
    
    
    251.12
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Loan Repayments-Senior
Loans
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    153.75
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    307.50
    
    
    
    329.46Loan
Repayments-Subordinated
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
 147




---



##### 



31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Cash Flow Statement
    
    Mar-07
    
    Mar-08
    
    Mar-09
    
    Mar-10
    
    Mar-11
    
    Mar-12
    
    Mar-13
    
    Mar-14
    
    Mar-15
    
    Mar-16
    
    Mar-17
    
    Mar-18
    
    Mar-19
    
    Mar-20
    
    Mar-21
    
    Mar-22
    
    Mar-23LoansIncrease
in CurrentAssets
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    395.16
    
    
    
    164.00
    
    
    
    13.42
    
    
    
    11.90
    
    
    
    11.05
    
    
    
    12.30
    
    
    
    12.88
    
    
    
    13.48
    
    
    
    14.11
    
    
    
    14.77
    
    
    
    15.45
    
    
    
    16.17
    
    
    
    16.91
    
    
    
    18.93Total outflows
    
    
    512.06
    
    
    
    1004.06
    
    
    
    3859.09
    
    
    
    2828.03
    
    
    
    568.87
    
    
    
    320.92
    
    
    
    319.40
    
    
    
    318.55
    
    
    
    319.80
    
    
    
    320.38
    
    
    
    320.98
    
    
    
    321.61
    
    
    
    322.27
    
    
    
    322.95
    
    
    
    323.67
    
    
    
    324.41
    
    
    
    348.39Opening cash
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    228.76
    
    
    
    640.31
    
    
    
    908.09
    
    
    
    1105.30
    
    
    
    1282.95
    
    
    
    1442.51
    
    
    
    1582.47
    
    
    
    1701.05
    
    
    
    1796.45
    
    
    
    1866.76
    
    
    
    1910.00
    
    
    
    1924.12
    
    
    
    1906.97Additions
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    228.76
    
    
    
    667.16
    
    
    
    558.36
    
    
    
    547.74
    
    
    
    528.18
    
    
    
    510.09
    
    
    
    490.49
    
    
    
    469.12
    
    
    
    445.93
    
    
    
    420.84
    
    
    
    393.77
    
    
    
    364.65
    
    
    
    333.39
    
    
    
    284.83Cash
available before DSRA
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    228.76
    
    
    
    895.92
    
    
    
    1198.67
    
    
    
    1455.84
    
    
    
    1633.49
    
    
    
    1793.05
    
    
    
    1933.00
    
    
    
    2051.59
    
    
    
    2146.99
    
    
    
    2217.29
    
    
    
    2260.53
    
    
    
    2274.65
    
    
    
    2257.51
    
    
    
    2191.81Transfer to DSRA Account
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    255.61
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    -9.22
    
    
    
    0.93Equity Dividend paid
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    299.80
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76
    
    
    
    359.76Closing balance
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    228.76
    
    
    
    640.31
    
    
    
    908.09
    
    
    
    1105.30
    
    
    
    1282.95
    
    
    
    1442.51
    
    
    
    1582.47
    
    
    
    1701.05
    
    
    
    1796.45
    
    
    
    1866.76
    
    
    
    1910.00
    
    
    
    1924.12
    
    
    
    1906.97
    
    
    
    1831.11
 148




---



##### 



SCHEDULE 5
CLEARANCES
 1.
    
    Final approval of the Orissa Electricity Regulatory Commission for the tariff to be paid
under the PPA where required under Applicable Law.2.
    
    Environmental Clearance(s) from the Ministry of Environment and Forests, Government of India
for the setting up and operation of the Project (including intake channel).3.
    
    Clearance in connection with the height of the chimney(s) from the Airports Authority of
India.4.
    
    All consents and permissions required for supply of requisite water for the Project from
Hirakud dam or any other source.5.
    
    Registration from the Provident Fund Commissioner.6.
    
    Registration under Section 7 of the Contract Labour (Regulation and Abolition) Act, 1970.7.
    
    Import licenses from the Director General of Foreign Trade for automatic clearance for the
import of capital goods and raw materials.8.
    
    Sales Tax Registration, Government of Orissa.9.
    
    Insurance policy under the Public Liability Insurance Act, 1991.10.
    
    Applicable town planning/ local authority approval for construction, if required.11.
    
    Rights of Way for project roads, access roads, water intake/outlet and coal transportation
from the concerned private parties.12.
    
    Approval of the Labour Commissioner under the Employees State Insurance Act, 1948, if
applicable.13.
    
    Pollution Control Board approvals with respect to air and water pollution for the
commencement of construction and for operation.14.
    
    Consent of Chief Controller of Explosives, Nagpur and Home Department, Government of
Orissa/District Magistrate for the storage, possession and use of explosives, and also for
fuel and flammable gas if required.15.
    
    Approval for communications facilities (wireless) from the Department of Telecommunications,
Ministry of Communication and Information Technology, Government of India, if required.16.
    
    Authorization to collect, treat, store and dispose of waste (including fly ash).17.
    
    Permissions from the appropriate fire authorities, if applicable.
 149




---



##### 



18.
    
    All necessary requisite approval/s under Factories Act, 1948 and from Chief Inspector of
Factories including in relation to fire fighting.19.
    
    Approvals from the Electrical Inspectorate or other relevant authorities in respect of
equipment.20.
    
    Certificate of Importer-Exporter Code from the Ministry of Commerce, Government of India.21.
    
    Coal Block Allocation from the Ministry of Coal, Government of India, dated for allocation of
the Coal Mines.22.
    
    Central Excise Registration Certificate from Ministry of Finance (Department of Revenue) for
manufacturing of excisable goods.23.
    
    Railway Approval for proposed private siding near the Project Side to service the Project.24.
    
    Permission under Section 281(1)(ii) of the Income Tax Act, 1961.25.
    
    Any other clearances required as may be specified by the Facility Agent.
 150




---



##### 



SCHEDULE 6
 LENDERS ENGINEER SCOPE OF WORK
 Sterlite Energy Limited (SEL)  Scope of Services for Lenders Independent Engineer (LIE)
   Phase I
    
    Project Review and Assessment (Until Financial Closure)Phase II
    
    Construction MonitoringPhase III
    
    Performance TestingPhase IV
    
    Annual Operational Review
 Phase I: Project Review and Assessment (Until Financial Closure)
  36.
 37.
    
    A. PLANT DESIGN REQUIREMENTS
  *
    
    Requirement of Power Purchase Agreement/s (PPA)*
    
    Plant operating requirements*
    
    Site characteristics and its acceptability for the development proposed*
    
    Fuel Characteristics*
    
    Off-site transport requirements*
    
    Evacuation requirements*
    
    Compliance with statutory regulations
 38.
    
    B. DESIGN OF PROJECT FACILITIESThe Lenders Independent Engineer will review the conceptual design of major on-site facilities
included within the Project boundary as well as Project-related off-site facilities such as
those associated with the transmission of electric power to the procurers, transmission line,
coal transportation /MGR facility, fuel but not to include, make-up water, wastewater and water
etc.Major equipment components and systems will be reviewed by mechanical, electrical, civil /
structural, and environmental engineersfor Boiler, turbine and
 151




---



##### 



Generator (BTG) including its Control system and any other major critical equipment/system,
with regard to:
 *
    
    Capability of design to perform as required in all anticipated operating
modes meeting all health and safety standards.*
    
    Capability of design to meet plant availability and reliability requirements.*
    
    Conformance of design with good engineering practice, i.e. industry
standards.*
    
    Any major equipment component or system design feature that does not appear
to meet design, performance or operating requirements or fails to adhere to good
engineering practice will be identified. The Lenders Independent Engineer will
provide an opinion on the quality of the design and equipment with respect to their
effect on the anticipated service life of the facility, the degree of maintenance
needed to meet performance requirements, long-term availability, and anticipated
performance degradation over the term of the Clients interest in the Project.*
    
    The extent to which each major equipment component proposed for the Project
has been operating commercially under similar conditions and comment on the
anticipated impact of limited operating experience, where applicable, on plant
performance including expected plant degradation.*
    
    For any information not available, the Lenders Independent Engineer will note
the significant issues requiring review, which could not be addressed at this time.
  *
    
    Design Criteria and Design Basis Reports*
    
    Plot Plan & Equipment floor drawings of all the systems*
    
    Design Calculations
  39.
    
    C. EPC AND OTHER PACKAGES
 
 *
    
    Scope of supply of EPC and other various equipment packages including water
supply pipeline contract, transmission line contract, coal transportation / MGR
facility construction contract etc.*
    
    Assessment of EPC contractor and other subcontractors, equipment suppliers
based on their past experience, projects executed with similar technology, operational
parameters of projects already implemented alongwith period of operations etc.*
    
    Terms and conditions (including a comparison with terms and conditions of PPA
with regards to performance guarantees, force majeures, damages for delays etc. and
potential liabilities arising thereon)*
    
    Integration issues between the EPC and other various equipment packages*
    
    Technical provisions associated with equipment suppliers responsibilities*
    
    Provisions for provisional and final acceptance.
 152




---



##### 



*
    
    Provisions for qualifying and selecting sub-contractors.*
    
    Provisions for liquidated damages*
    
    Limits on total liability and individual liability caps.*
    
    Change order procedures.*
    
    Quality assurance measures*
    
    The procedures to develop, review, and approve periodic drawdown requests.*
    
    Scheduling and lay down provisions for interconnecting to off-site
(out-of-scope) facilities.*
    
    Evaluation of project schedule and potential for delays, damages or force
majeure provisions for spares.
 D.
    
    CONSTRUCTION SCHEDULEThe Lenders Independent Engineer will review the proposed construction milestone schedule for
the Project and determine that adequate provisions have been made for the following:
 *
    
    Design*
    
    Equipment procurement*
    
    Equipment fabrication*
    
    Shipment / Transportation*
    
    Installation*
    
    Start-up*
    
    Testing*
    
    Unknown or variable elements in the schedule
 E.
    
    TOTAL PROJECT COST ESTIMATEThe Lenders Independent Engineer will review the following:
 *
    
    The EPC and various other equipment suppliers scope of supply and
corresponding cost estimate methodology.*
    
    The EPC / civil works contracts and corresponding cost estimate methodology.*
    
    Assessment of the EPC and other equipment packages finalized for optimization
of performance and costs*
    
    The taxes, levies, freight and inflation indexation applicable to the EPC and
other equipment suppliers costs*
    
    Identify major equipment not covered in the EPC and other equipment packages
finalized and cost impact, if any.*
    
    Assess the methodology used to develop the total Project cost estimate.*
    
Compare the total Project cost estimate to that of similar projects.*
    
    Evaluate to what extent cost items are based on estimates versus an actual
fixed price and identify those items that are not fixed price along with the possible
risk associated with these variables.*
    
    Opine on the adequacy of the contingency and total project cost estimate.
 F.
    
    DRAWDOWN SCHEDULEThe Lenders Independent Engineer will review the drawdown schedule prepared by the Company and
comment on whether each monthly/quarterly cash
 153




---



##### 



drawdown amount is consistent with the likely Project schedule and requirements under EPC and
the various equipment supply contracts.G.
    
    REVIEW PERFORMANCE GUARANTEESThe Lenders Independent Engineer will review and comment on the following:
 *
    
    The guarantees provided by EPC and other package suppliers to assess the potential
for compliance with the applicable project contracts and permits.*
    
    The guarantees provided by EPC and other equipment manufacturer to assess the level
of support that these equipment guarantees provide to the major package suppliers
guarantees.
 H.
    
    REVIEW PERFORMANCE TESTING CRITERIAThe Lenders Independent Engineer will review the plant performance test criteria as proposed by
the contractor and comment on the following:
 *
    
    Adequacy of arrangements made by the company*
    
    Review of the Performance Test plans and procedures.*
    
    Reasonableness of performance criteria.*
    
    Ability of the test to unambiguously demonstrate net power output, total
input, emissions, load-following capability, and other characteristics of the Project
to determine whether manufacturers and contractors guarantees are met.*
    
    Adequacy of the test design.*
    
    Ability to extrapolate test results over the expected life of the Project.*
    
    Conformance of test procedures to established codes and standards for testing
power plant equipment.
 I.
    
    OPERATIONS AND MAINTENANCE (O&M) ARRANGEMENTSBased on the O&M arrangements to be undertaken in-house Or through and O&M operator, the
Lenders Independent Engineer will review and comment on the following atleast 6 months prior to
commencement of operations of Unit 1 of the project:
 *
    
    Proposed staffing levels.*
    
    Provisions for Major and Minor Maintenance*
    
    The Technical Services Agreement for adequacy.*
    
    The adequacy of the start-up and long-term operating procedures.*
    
    The reasonableness of the annual Technical Services Agreement fee.*
    
    The guarantees, LDs under the Technical Services Agreement and the cap on the
LDs.*
    
    The reasonableness of the proposed training and preventive maintenance
programs.*
    
    Adequacy of projected non-operating days due to maintenance.*
    
    Risk sharing between Owner and Technical Services Agent.
 J.
    
    NON-FUEL OPERATING AND MAINTENANCE COST ESTIMATEThe Lenders Independent Engineer will review and comment on the O&M cost estimate and comment
on its adequacy/ reasonableness.K.
    
    TECHNICAL INPUT TO THE PROJECT PRO FORMA/ FINANCIAL MODEL
 154




---



##### 



The Lenders Independent Engineer will review and comment on all inputs to the Proforma which
have a technical content, including but not limited to the following:
 *
    
    The technical data input to the Clients or the Owners Project Pro forma.*
    
    The model used to estimate annual fuel and operating costs and annual
revenues from the sale of power will be evaluated to determine if it accurately
accounts for variation in, but not limited to, ambient temperature, power sales, and
estimated plant availability.*
    
    How well the assumptions and projections made in the Pro Forma are supported
by contract guarantees, performance testing, quality of the design and equipment, and
the experience of the Project participants.*
    
    That the model accurately reflects the performance requirements of the
Project documents (to include, but not limited to the PPA, EPC and other the Equipment
Supply Contracts and O&M arrangements
 L.
    
    PROJECT PRO FORMA/ FINANCIAL MODEL SENSITIVITIESThe Lenders Independent Engineer will conduct analysis on the Project Pro Forma as directed by
the Client. The analysis shall include, but not be limited to, the following:
 *
    
    Fuel price increases.*
    
    Performance shortfalls compared to liquidated damages payments.*
    
    Determination of acceptable levels of End Finance requirements
 M.
    
    FUEL SUPPLY ARRANGEMENTS, MINING ARRANGEMENTS & FUEL TRANSPORTATIONThe Lenders Independent Engineer will review the following aspects of the fuel supply and
determine:
 *
    
    The Primary and Secondary Fuel required for the Project*
    
    Coal Linkage arrangements*
    
    Whether the quality of the coal available in the mines meets the standard
operating requirements of the equipments supplied for the Project and enables the
Project to operate within projections.*
    
    Coal Block allotment letters*
    
    Approvals required for commencement of mining operations including
availability of mining rights*
    
    Whether the proportionate mining reserve allocated to the project meets the
envisaged requirement for 1000 MW on an annual basis*
    
    Milestones for satisfactory progress on construction of any fuel supply
infrastructure required for delivery of fuel to the Project, identify
incompatibilities of any required infrastructure with requirements of Project*
    
    Any fuel supply infrastructure and/or transportation constraints of any party
involved in fuel supply and Project*
    
    Any terms relating to interruptibility in supply of fuel or availability of
fuel.*
    
    Adequacy of supply arrangements during testing period*
    
    Adequacy of the Projects fuel storage capability*
    
    Adequacy of fuel measurement facilities to satisfy requirement of fuel
related agreements
 155




---



##### 



*
    
    Fuel sampling procedures*
    
    Insurance issues*
    
    List any required fuel related permits which the Project or fuel related
third-parties must obtain in order for the Project to receive delivery of fuel and
operate; discuss any issues associated with any of these permits that may affect the
Projects construction schedule or operation*
    
    Proposed fuel delivery system, delivery schedule, flexibility of delivery
schedule, and adequacy of unloading facilities*
    
    The coal transportation, loading and unloading facilities.*
    
    Alternative routes for fuel supply*
    
    Provisions for back-up fuel arrangements*
    
    The annual quantum of requirement and closest available source for the
secondary fuel*
    
    Any other issues that would be faced while sourcing the fuel for the Project.
 N.
    
    WATER SUPPLYThe Lenders Independent Engineer will review and comment on the Water Supply arrangements for
the Project including, but not limited to, the following:
 *
    
    Provisions for sufficient water supply to the project throughout the year and
availability of a reliable source of suitable quality water for the full term of the
Lenders loan*
    
    Construction water availability*
    
    Water works for water intake
 O.
    
    POWER EVACUATION ARRANGEMENTSThe Lenders Independent Engineer will review and comment on the power evacuation arrangements
for the Project including, but not limited to, the following:
 *
    
    Provisions for sufficient evacuation capacity for all envisaged procurers*
    
    Feasibility of as also the arrangements for interconnection with regional and
national grid
 P.
    
    ASH DISPOSAL ARRANGEMENTSThe Lenders Independent Engineer will review and comment on the ash disposal arrangements for
the Project including, but not limited to, the following:
 *
    
    Provisions for sufficient space and infrastructure for ash evacuation and
disposal from the project*
    
    Compliance with regulatory guidelines for ash disposal for the thermal power
projects
 Q.
    
    CONSISTENCY OF PROJECT DOCUMENTATIONConsidering the interrelationship between the various documents, the Lenders Independent
Engineer will review all available Project documentation for the purpose of identifying
missing, inconsistent or unresolved issues. The Lenders Independent Engineer will review and
comment on:
 *
    
    The consistency of the various contract provisions within each of the
technical contracts.
 156




---



##### 



*
    
    The capability of the Project as designed to meet the Project operating,
contractual and licensing requirements.
 For each of the activities in the scope of work the Independent Engineer shall, at all the
times, compare with the requirements of the PPA.R.
    
    REVIEW OF PERMITS AND LICENSESThe Lenders Independent Engineer will review the permitting schedule and all available permits
and licenses or permit/license applications for the project. Independent Engineer will:
 *
    
    Assess the capability of the Project as designed to meet the technical
requirements specified in the Projects permits licenses*
    
    Establish contact with the appropriate environmental or energy regulatory
agencies for the purpose of independently identifying and determining the current
status of the major permits and licenses to construct and operate the Project.*
    
    Review permits and approvals required for coal mining of the allotted coal
block and preparedness of JV partners for the same*
    
    Identify what major permits have not been obtained and comment on the
likelihood that they may or may not be able to be obtained in a timely manner to
support the Project schedule.*
    
    Assess the adequacy of proposed evacuation facilities for the off take of
power.
 S.
    
    ENVIRONMENTAL IMPACT ASSESSMENTThe Lenders Independent Engineer would review the permits and licenses required for the
construction and operation of the facility. The Environmental Impact Assessment report would be
reviewed to address the general quality and accuracy of the environmental assessment of the
project, the plume and dispersion modeling techniques and the meteorological data used.
Guaranteed Emission levels would also be reviewed. The typical environmental issued to be
addressed are:
 *
    
    Erosion Control Measures and other environmental protection measures during
construction*
    
    Storage and handling of oils and hazardous chemicals during construction and
operation.*
    
    Provisions for disposal of wastes and control of flooding during plant
operation.*
    
    Provisions for control of air pollution emissions during plant operation.
 T.
    
    WORK PRODUCT
 *
    
    Preparation and delivery to the Client of:*
    
    Preliminary reports as required, and a final report at Financial Closure
evaluating the proposed Project*
    
    Attendance at meetings with the Client, and their counsel as needed.*
    
    Participation in conference calls with Client, and their counsel as needed.*
    
    Advise and consult with independent insurance consultant.*
    
    Issue Independent Engineers Certificate verifying progress claimed in
 157




---



##### 



each periodic cash drawdown request by contractor throughout the construction period,
as will be required under the loan documents.*
    
    Review and comment on:
 1)
    
    The contractors Loan Requisition Certificate, and2)
    
    The contractors Completion Certificate, and3)
    
    The testing procedures.
 Phase II: Construction Monitoring
  *
    
    Attending quarterly Project review meetings to assess quarterly progress in
engineering, procurement, and construction activities and to review contractors
presentation of problem areas.*
    
    Advising client on possible problems and delays that may arise in future, to
ensure timely action to prevent the problems.*
    
    Advise client immediately of major problems that may arise.*
    
    Reviewing progress of design effort for compliance with the Project schedule.*
    
    Reviewing progress of preparation of procurement specification for timely
issuance and allowance for lead times.*
    
    Reviewing progress of issuance of procurement contracts for conformity with
the Project Schedule.*
    
    Reviewing overall procurement contracts progress.*
    
    Reviewing work plans and quality control procedures.*
    
    Conducting quarterly on-site visits for observations of the work in progress
to determine that the Project is proceeding in general accordance with the Project
schedule and the agreed upon design concepts.*
    
    Advise client on any dispute that arises between contractor and the company.*
    
    Reviewing quality control reports and field laboratory test reports.*
    
    Consulting with Client in advance of scheduled major inspections, tests, or
start of important phases of work, including witness of major equipment tests at
Sub-Contractors sites.*
    
    Reviewing change orders to the EPC Contract and other Equipment Supply
Contracts and informing Client of the amount of change order(s) and its status.
Lenders Independent Engineer will apprise the Client if the change has an impact on
operations and maintenance of the facility and whether the cost indicated is
satisfactory. In addition client shall be advised if design or construction is
deviating from the agreed specifications.*
    
    Issue of Certification of completion of site work in accordance with approved
Drawings / specifications*
    
    Review & approval of EPC contractors commissioning schedule, procedure and
checklist and ensuring that these are followed*
    
    Supervision & co-ordination of commissioning and start-up activities*
    
    Reviewing monthly/quarterly Loan Requisition Certificate and supporting
documentation. Reviewing actual budget and schedule against contract budget and
schedule. Requesting changes or supplemental information as
 158




---



##### 



required to approve drawdown request. Signing monthly/quarterly Consulting Engineers
Certificate and submitting to the Client.*
    
    Review and confirm contractors punch list items to be identified and
completed in accordance with the construction contract. Verify facility is ready to
start up and begin performance testing. The Independent Engineers representative
would be present at site during start-up and commissioning.*
    
    Conference calls and briefings for the Client*
    
    Prepare and submit monthly/quarterly written reports to client.*
    
    After every visit the Independent Engineer would prepare a progress report
outlining all activities completed and those scheduled for the coming and an
independent assessment of the status. On conclusion of the site visit the Independent
Engineer will issue a communication covering their expert recommendation on the
request for draw of loan funds.
 Phase III: Performance Testing
  *
    
    Review test procedures developed by contractor and confirm compliance with
applicable test codes and standards and with testing criteria specified in EPC and
other Equipment Supply contract.*
    
    Monitor on site overall plant performance tests including, data collection
procedures, testing instrumentation, and plant operating and testing personnel
throughout the plant performance test.*
    
    Review test reports prepared by contractor or contractors testing consultant
and verify data reduction procedures and correction calculations to EPC and other
Equipment Supply Contract guarantee conditions.*
    
    Submit letter summarizing testing procedures and verifying attainment of each
performance guarantee specified in the EPC and other Equipment Supply Contracts.
Comment on accuracy of Contractors Test Report and identify any discrepancies or
errors noted.*
    
    Monitor successful completion of each punch-list item by telephone. Make one
final visit to Project site to verify punch-list items have been completed. Sign and
submit Project Completion Certificate. Completion Report to include :
 *
    
    Facility design versus actual installation*
    
    Adequacy of facility interconnection for fuel, power, water and other
requirements*
    
    Compliance with health, safety and other regulatory requirements*
    
    Confirmation that required governmental permits and licenses have
been obtained for construction and operation.*
    
    Certification of Performance Test Results.
 After performance testing Lenders Independent engineer shall:
 *
    
    Review of EPC Contractors final O&M Manual*
    
    Review of Plant completion report prepared by EPC Contractor
 Phase IV: Annual Operational Review
  159




---



##### 



*
    
    Review the O&M manuals and comment on their completeness and compatibility to
those of similar facilities. In particular, the scheduled maintenance, preventive
maintenance, and spare parts programs will be reviewed.*
    
    Review the O&M training program and the O&M manuals, periodically monitoring
actual classroom and hands-on instruction and reporting to lender on the training
programs.*
    
    Review the O&M monthly report issued by the operator. Actual plant
performance, heat rate, and on-line availability will be compared to expected
performance. Causes for equipment component and plant forced outages will be
assessed. Conformance with scheduled maintenance, preventive maintenance, and spare
parts programs will be evaluated.*
    
    Conduct periodic site visits to assess overall operation. During the first
visit each year, the operation would be renewed. The station outage records, and any
planned modifications for the period since the last visit would be reviewed. One of
the site visits will be scheduled to coincide with the annual plant maintenance outage
to review the condition of the facility while the plant is shut down.*
    
    Submit periodic report to the Client, noting recurring problems along with
recommendations for improving plant operations.*
    
    Review the budget and actual expenditure to ensure that operational
parameters are generally following the input assumptions in the project pro-forma.
  Permits and Licenses:
 Ø
    
    Issued Permits and Permit ApplicationsØ
    
    Licensing Agency Correspondence (As Required)Ø
    
    Site Lease or Acquisition AgreementØ
    
    Land Lease AgreementØ
    
    Coal block allotment lettersØ
    
    Coal Mining JV agreement
 Design and Operating Information:
 Ø
    
    Construction ContractsØ
    
    Facility Design CriteriaØ
    
    Site Plan and General ArrangementsØ
    
    Electrical Single-Line DiagramsØ
    
    Performance and Acceptance Testing PlanØ
    
    Turbine /Generator Performance DataØ
    
    Major Equipment Specifications and Purchase OrdersØ
    
    Auxiliary Power ListingØ
    
    Selected Detailed Design DrawingØ
    
    Construction Methodology and Construction Equipment to be utilized
 Reports and Analysis:
 160




---



##### 



Ø
    
    Environment Impact AnalysisØ
    
    Mass Wasting Impact AnalysisØ
    
    Energy Output Analysis
 Business Information:
 Ø
    
    Financial Model and Supporting DocumentsØ
    
    Power Purchase AgreementØ
    
    Electrical Interconnection AgreementØ
    
    Operation and Maintenance PlanØ
    
    Project Operating and Management StructureØ
    
    Credit Facility Document
 Cost and Schedule:
 Ø
    
    Project Cost Estimates (Detailed)Ø
    
    Engineering & Procurement ScheduleØ
    
    Construction ScheduleØ
    
    Project ScheduleØ
    
    Operation and Maintenance Cost Estimates (Including Spare Parts and Plant Staffing)
   161




---



##### 



SCHEDULE 7
 REPAYMENT SCHEDULE
 NOS.
    
    QTR. ENDING
    
    YEAR
    
    PRINCIPAL REPAYMENT
    
    PERCENTAGEUSD MILLION1
    
    DEC
    
    2010
    
    
    1.75
    
    
    
    1.25
    %2
    
    MAR
    
    2011
    
    
    1.75
    
    
    
    1.25
    %3
    
    JUNE
    
    2011
    
    
    1.75
    
    
    
    1.25
    %4
    
    SEPT
    
    2011
    
    
    1.75
    
    
    
    1.25
    %5
    
    DEC
    
    2011
    
    
    1.75
    
    
    
    1.25
    %6
    
    MAR
    
    2012
    
    
    1.75
    
    
    
    1.25
    %7
    
    JUNE
    
    2012
    
    
    1.75
    
    
    
    1.25
    %8
    
    SEPT
    
    2012
    
    
    1.75
    
    
    
    1.25
    %9
    
    DEC
    
    2012
    
    
    1.75
    
    
    
    1.25
    %10
    
    MAR
    
    2013
    
    
    1.75
    
    
    
    1.25
    %11
    
    JUNE
    
    2013
    
    
    1.75
    
    
    
    1.25
    %12
    
    SEPT
    
    2013
    
    
    1.75
    
    
    
    1.25
    %13
    
    DEC
    
    2013
    
    
    1.75
    
    
    
    1.25
    %14
    
    MAR
    
    2014
    
    
    1.75
    
    
    
    1.25
    %15
    
    JUNE
    
    2014
    
    
    1.75
    
    
    
    1.25
    %16
    
    SEPT
    
    2014
    
    
    1.75
    
    
    
    1.25
    %17
    
    DEC
    
    2014
    
    
    1.75
    
    
    
    1.25
    %18
    
    MAR
    
    2015
    
    
    1.75
    
    
    
    1.25
    %19
    
    JUNE
    
    2015
    
    
    1.75
    
    
    
    1.25
    %20
    
    SEPT
    
    2015
    
    
    1.75
    
    
    
    1.25
    %21
    
    DEC
    
    2015
    
    
    1.75
    
    
    
    1.25
    %22
    
    MAR
    
    2016
    
    
    1.75
    
    
    
    1.25
    %23
    
    JUNE
    
    2016
    
    
    1.75
    
    
    
    1.25
    %24
    
    SEPT
    
    2016
    
    
    1.75
    
    
    
    1.25
    %25
    
    DEC
    
    2016
    
    
    1.75
    
    
    
    1.25
    %26
    
    MAR
    
    2017
    
    
    1.75
    
    
    
    1.25
    %27
    
    JUNE
    
    2017
    
    
    1.75
    
    
    
    1.25
    %28
    
    SEPT
    
    2017
    
    
    1.75
    
    
    
    1.25
    %29
    
    DEC
    
    2017
    
    
    1.75
    
    
    
    1.25
    %30
    
    MAR
    
    2018
    
    
    1.75
    
    
    
    1.25
    %31
    
    JUNE
    
    2018
    
    
    1.75
    
    
    
    1.25
    %32
    
    SEPT
    
    2018
    
    
    1.75
    
    
    
    1.25
    %33
    
    DEC
    
    2018
    
    
    1.75
    
    
    
    1.25
    %34
    
    MAR
    
    2019
    
    
    1.75
    
    
    
    1.25
    %35
    
    JUNE
    
    2019
    
    
    1.75
    
    
    
    1.25
    %36
    
    SEPT
    
    2019
    
    
    1.75
    
    
    
    1.25
    %37
    
    DEC
    
    2019
    
    
    1.75
    
    
    
    1.25
    %38
    
    MAR
    
    2020
    
    
    1.75
    
    
    
    1.25
    %39
    
    JUNE
    
    2020
    
    
    1.75
    
    
    
    1.25
    %
 162




---



##### 



NOS.
    
    QTR. ENDING
    
    YEAR
    
    PRINCIPAL REPAYMENT
    
    PERCENTAGEUSD MILLION40
    
    SEPT
    
    2020
    
    
    1.75
    
    
    
    1.25
    %41
    
    DEC
    
    2020
    
    
    1.75
    
    
    
    1.25
    %42
    
    MAR
    
    2021
    
    
    1.75
    
    
    
    1.25
    %43
    
    JUNE
    
    2021
    
    
    1.75
    
    
    
    1.25
    %44
    
    SEPT
    
    2021
    
    
    1.75
    
    
    
    1.25
    %45
    
    DEC
    
    2021
    
    
    1.75
    
    
    
    1.25
    %46
    
    MAR
    
    2022
    
    
    1.75
    
    
    
    1.25
    %47
    
    JUNE
    
    2022
    
    
    1.75
    
    
    
    1.25
    %48
    
    SEPT
    
    2022
    
    
    52.15
    
    
    
    37.25
    %49
    
    DEC
    
    2022
    
    
    0.7
    
    
    
    0.50
    %50
    
    MAR
    
    2023
    
    
    0.7
    
    
    
    0.50
    %51
    
    JUNE
    
    2023
    
    
    0.7
    
    
    
    0.50
    %52
    
    SEPT
    
    2023
    
    
    0.7
    
    
    
    0.50
    %53
    
    DEC
    
    2023
    
    
    0.7
    
    
    
    0.50
    %54
    
    MAR
    
    2024
    
    
    0.7
    
    
    
    0.50
    %55
    
    JUNE
    
    2024
    
    
    0.7
    
    
    
    0.50
    %56
    
    SEPT
    
    2024
    
    
    0.7
    
    
    
    0.50
    %TOTAL
    
    140
    
    100.00%
 163




---



##### 



SCHEDULE 8
 ESTIMATED PROJECT COSTS
 Particulars
    
    (Rs. in crore)Land & site development etc.
    
    
    50.00EPC Cost
    
    
    5555.24Transmission Line
    
    
    400.00Railway Line (MGR)
    
    
    504.00Water Line
    
    
    125.00Ash Pond
    
    
    50.00Township
    
    
    75.00Captive Coal Block Dev. Contribution
    
    
    150.00Total Hard Cost (incl. of Land) (A)
    
    
    6909.24Preoperative Expenditure (B)
    
    
    146.58Interest During Construction Period (C)
    
    
    707.37Contingencies (D)
    
    
    296.24Margin Money for working capital (E)
    
    
    140.57Total Cost (A + B + C + D + E )
    
    
    8200.00
 164




---



##### 



SCHEDULE 9
 FINANCING PLAN
 Particulars
    
    Rupees. Crore
    
    Percentage (%)Capital Contribution
 Equity Capital
    
    
    2050
    
    
    
    25
    %Senior Debt Finance
    
    
    6150
    
    
    
    75
    %Total
    
    
    8200
    
    
    
    100
    %
 165




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##### 



SCHEDULE 10
 MAJOR PROJECT DOCUMENTS
 1.
    
    PPA;2.
    
    Fuel Supply Agreements;3.
    
    Coal Transportation Agreements;4.
    
    Mining JV Agreement;5.
    
    Any agreements, documents or instruments entered into by the Borrower or by any Person in its
favour in respect of the operation and maintenance of the Project;6.
    
    Memorandum of Understanding between Governor of Orissa through Commissioner cum Secretary,
Energy Department and the Borrower dated September 26, 2006;7.
    
    Offshore Supply Contract between the Borrower and SEPCOIII Electric Power Construction
Corporation, dated May 10, 2006 for the Project;8.
    
    Onshore Supply Contract between the Borrower and SEPCOIII Electric Power Construction
Corporation, dated May 10, 2006 for the Project;9.
    
    Offshore Engineering and Technical Services Contract between the Borrower and SEPCOIII
Electric Power Construction Corporation, dated May 10, 2006 for the Project;10.
    
    Onshore Services and Construction Contract between the Borrower and SEPCOIII Electric Power
Construction Corporation, dated May 10, 2006 for the Project;11.
    
    Design, Engineering, Supply, Services and Construction Contract for the long distance raw
water pumping and delivery system at the Project Site between the Borrower and Simplex
Infrastructures Limited dated March 27, 2007;12.
    
    All documents reflecting the Borrowers ownership/title in respect of the site of the
Project, Borrowers title to the fixed assets, easements, water rights and other documents
analogous to the above, including but not limited to:
 (i)
    
    Lease Deed for industrial plots between Orissa Industrial Infrastructure
Development Corporation (Lessor) and the Borrower (Lessee) dated August 7, 2007; and(ii)
    
    Lease Deed for industrial plots between Orissa Industrial Infrastructure
Development Corporation (Lessor) and the Borrower (Lessee) dated December 13, 2006;
 13.
    
    Letter of Award for design, engineering, obtaining statutory approvals from
 166




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##### 



Railways and other relevant authorities, procurement, supply, transportation, unloading,
civil works, storage, erection/construction, testing, commissioning and PMC services for
Railway Siding to the Project Site issued by the Borrower to Larsen & Tourbo Limited dated
June 11, 2008;14.
    
    Letter of Award for obtaining Right of Way for 5 (five) tower locations in the
Interconnection transmission line between 9 X 135 MW captive power plant and 4 X 600 MW power
plant issued by the Borrower to ABB Limited dated October 10, 2008;15.
    
    Purchase Order for Interconnection transmission line between 9 X 135 MW captive power plant
and 4 X 600 MW power plant issued by the Borrower to ABB Limited dated August 22, 2008;16.
    
    Purchase Order for supply of transformer, fire fighting equipment and spares issued by the
Borrower to Crompton Greaves Limited dated October 8, 2008;17.
    
    Work Order for Interconnection transmission line between 9 X 135 MW Captive Power Plant and 4
X 600 MW Power Plant issued by the Borrower to ABB Limited dated August 22, 2008.18.
    
    Any bonds, letters of credit or guarantees, consent agreements, side letters under (a) to (q)
above; and19.
    
    Any other document or agreement with respect to the Project designated as such by the
Facility Agent and/or the Lenders Engineer after consultation with the Borrower.
 
 167




---



##### 



SCHEDULE 11
 CONSTRUCTION BUDGET
 30-Jun-09
    
    
    30-Sep-09
    
    
    31-Dec-09
    
    
    31-Mar-10
    
    
    30-Jun-10
    
    
    TotalLand, Site Development and Non-EPC cost
    
    
    30.00
    
    
    
    5.00
    
    
    
    5.00
    
    
    
    5.00
    
    
    
    5.00
    
    
    
    50.00Civil & Structural Works other than EPC
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00EPC Cost
    
    
    2000.00
    
    
    
    1500.00
    
    
    
    800.00
    
    
    
    700.00
    
    
    
    555.24
    
    
    
    5555.24Balance
of Plant (including Coal Mine)
    
    
    750.00
    
    
    
    250.00
    
    
    
    100.00
    
    
    
    100.00
    
    
    
    104.00
    
    
    
    1304.00Preliminary & Pre-operative Expenses
    
    
    100.10
    
    
    
    47.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    147.10Contingencies
    
    
    30.00
    
    
    
    30.00
    
    
    
    30.00
    
    
    
    30.00
    
    
    
    37.50
    
    
    
    157.50Margin Money for WC
    
    
    0.00
    
    
    
    
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    140.79
    
    
    
    140.79Total project Cost
    
    
    2910.10
    
    
    
    1832.00
    
    
    
    935.00
    
    
    
    835.00
    
    
    
    842.53
    
    
    
    7354.64IDC
    
    
    
    
    
    
    
    
    
    
    845.36
    
    
    
    
    
    
    
    
    
    
    
    845.36Total Project Cost including IDC
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    8200.00
 168




---



##### 



SCHEDULE 12
 NOMINEE DIRECTORS
 1.
    
    The Borrower acknowledges and consents to the right of the Lenders to appoint to the Board
and replace from time to time while the Facility is outstanding directors of the Borrower in
accordance with the provisions of this Agreement (Nominee Directors) /or an observer (the
Observer) on behalf of all the Lenders, and will take all corporate action to effectuate
such right (including, without limitation, amending the Borrowers articles of association).
Such appointment shall be in accordance with the Intercreditor Agreement.2.
    
    The Nominee Directors shall:
 (a)
    
    not be required to hold qualification shares nor be liable to retire by
rotation.(b)
    
    any expenditure incurred by the Lenders and/ or the Nominee Directors in
connection with their appointment of directorship shall be borne and payable by the
Borrower.(c)
    
    be appointed members of committees of the Board, if so desired by the
Lenders.
 3.
    
    The Nominee Directors and the Observer(s) shall be entitled to receive all notices, agenda,
etc. and to attend all General Meetings and Board Meetings and Meetings of any committees of
the Board of which they are members.4.
    
    If, at any time, the Nominee Director is not able to attend a meeting of the Board of
Directors or any of its committees of which he is a member, the Lenders may depute an Observer
to attend the meeting. The expenses incurred by the Lenders in this connection shall be borne
and payable by the Borrower.5.
    
    The Nominee Directors/the Observers shall furnish to the Lenders reports of the proceedings
of all such meetings and the Borrower shall not have any objection to the same.6.
    
    The appointment/removal of the Nominee Directors shall be by notice in writing by the Lenders
addressed to the Borrower and shall (unless otherwise indicated by the Lenders) take effect
forthwith upon such a notice being delivered to the Borrower.7.
    
    The Nominee Directors shall be entitled to all the rights, privileges and indemnities of
other Directors including the sitting fees and expenses as are payable by the Borrower to the
other Directors, but if any other fees, commission, moneys or remuneration in any form are
payable by the Borrower to the Directors in their capacity as Directors, the fees, commission,
moneys and remuneration in relation to such Nominee Directors shall accrue to the Lenders in
proportion to their respective Facility then outstanding and the same shall accordingly be
paid
 169




---



##### 



by the Borrower directly for the respective accounts of the Lenders; provided, that if such
Nominee Director is an officer of any of the Lenders the sitting fees in relation to such
Nominee Director shall accrue to the relevant Lender and the same shall accordingly be paid
by the Borrower directly to such Lender for its account. Any expenditure incurred by a
Nominee Director or any Lender in connection with such appointment or directorship shall be
borne by the Borrower.8.
    
    The Borrower shall ensure that the Observer shall be entitled to the same indemnities as the
Directors and shall be indemnified by the Borrower against any liabilities, losses, damages,
claims, penalties, judgments, suits, costs and expenses arising as a result of its actions
pursuant to appointment as an Observer.
 
 170




---



##### 



SCHEDULE 13
 PROJECT SCHEDULE
 Particulars
    
    Start
    
    CompletionAdvance Payment Date
    
    Day 0 (Nov. 30, 2006)Civil Works
    
    Day 0 + 2 mths
    
    Day 0 + 20 mthsTechnical & Engineering
    
    Day 0
    
    Day 0 + 15 mthsManufacturing & Delivery
    
    Day 0 + 4 mths
    
    Day 0 + 29 mthsInstallation of Equipment
    
    Day 0 + 13 mths
    
    Day 0 + 38 mthsUnit I Trial Runs
    
    Day 0 + 30 mths
    
    Day 0 + 33 mthsUnit II Trial Runs
    
    Day 0 + 33 mths
    
    Day 0 + 36 mthsUnit III Trial Runs
    
    Day 0 + 36 mths
    
    Day 0 + 39 mthsUnit IV Trial Runs
    
    Day 0 + 39 mths
    
    Day 0 + 42 mthsCommercial Operation Date (Unit I)
    
    Day 0 + 33 mths (September 1, 2009)Commercial Operation Date (Unit II)
    
    Day 0 + 36 mths (December 1, 2009)Commercial Operation Date (Unit III)
    
    Day 0 + 39 mths (March 1, 2010)Commercial Operation Date (Unit IV)
    
    Day 0 + 42 mths (June 1, 2010)Total Implementation Period
    
    42 Months (June 2010)
 171




---



##### 



EXHIBIT 1
 LENDING CONFIRMATION NOTICE
 To:
    
    Sterlite Energy LimitedCc:
    
    []
 Lending Confirmation Notice
  
 1.
    
    We hereby state that as of the date hereof, we have not received an Unsatisfied CP Notice
from the Lender in accordance with the Foreign Currency Facility Agreement.2.
    
    Based on the information supplied to us by the Borrower, we also certify that the conditions
precedent to Drawdown stipulated in Schedule I of the Foreign Currency Facility Agreement have
been satisfied.3.
    
    Pursuant to Section 5.4 of the Foreign Currency Facility Agreement, Drawdown may occur in
terms of the Utilization Request of the Borrower dated , 20.
  
 172




---



##### 



IN WITNESS WHEREOF
 THE COMMON SEAL OF STERLITE ENERGY LIMITEDhas pursuant to the 
Resolution of its Board of Directors passed in that behalf on
 
hereunto
been affixed in the presence of 
Shri.
Director/Company Secretary/Authorised 
Signatory, who has signed these presents in token thereof and
Shri. Company
Secretary/Authorised Signatory who has signed these presents in token
thereof.
    
    )
)
)
) /s/ Manish Bhatter
)
)
)
) /s/ V. Ramanathan
)
)
)
)STATE BANK OF INDIA
as Facility Agent, for the Lenders
    
    )
)By:
    
    /s/ VRK SaxenaName: VRK SaxenaTitle: Assistant General
Manager
 173




---



##### 



As LenderEXECUTED byINDIA INFRASTRUCTURE FINANCE COMPANY (UK) LIMITED
acting by: 
Name: N.K. Mada
Title:
    
    )
)
)
)
)
)
) (Sign) /s/ N.K. Mada
)
)
)
 Address:Attention:Fax: Email id:
 174