**NOW IT IS HEREBY AGREED:****1. ****THE LOAN**1.1 The Lender shall, subject to the terms and conditions of this Agreement grant to theBorrower a loan in the principal sum of up to Rs.1000,00,00,000/- (Rupees one thousandcrores only) for meeting the project cost and/or initial commercial operation of the project(hereinafter referred to as the “Loan”). The actual amount to be disbursed will depend onthe demand raised by the Borrower from time to time not later than 31-03-2010.1.2 The Lender may, in its discretion, and at the request of the Borrower, disburse the Loanin instalments in accordance with the instalments requested from time to time to meet thestated object of the project. The aggregate of all such instalments, if any, of the Loanshall be treated as a single loan for the purposes of this Agreement.1.3 The Borrower shall provide to the Lender the documents specified in **Schedule I**attachedhereto for disbursement of the Loan.**2. ****INTEREST**2.1 The Borrower shall pay to the Lender interest on the Loan outstanding, from time totime, at the Reserve Bank of India bank rate (being announced from time to time) plus 2%additional per annum, which shall be paid by the Borrower quarterly in arrears on 1stJanuary, 1st April, 1st July and 1st October of each year, until the Loan is fully repaid.2.2 Interest shall be computed on the daily outstanding balance on the basis of 365 days’year and the actual number of days elapsed.2.3 If the Borrower fails to pay any sum (whether principal, interest or otherwise,including without limitation a sum payable under this Clause 2 .3) on the due date forpayment thereof hereunder, the Borrower shall pay the said defaulted amount together withadditional interest on such defaulted amount from the due date thereof upto the date ofactual payment at a rate of 2 % (Two per cent) above the rate ofinterest specified in ‘—Clause 2.1 above.**3. ****REPAYMENT AND PREPAYMENT**3.1.1 Without prejudice to the foregoing, the entire Loan together with all interest accrueddue thereon shall be repaid on or before the expiry of 10 years from the date of lastdisbursement of the Loan but not later than 31.03.2010. For the sake of convenience, theLender has permitted the Borrower to repay the principal amount of the Loan in equalquarterly instalments, the first of such instalments being payable on 30th June2010 and the last instalment being payable on 31st March 2020, as set out in **Schedule II**attached hereto. The last instalment of Loan will be paid together with the interestaccrued upto that date.3.1.2 In the event that the final amount of the Loan actually disbursed by the Lender to theBorrower is less than Rs.500 crores, then the instalments set out in Schedule II shall beproportionately reduced, so that the aggregate of all instalments equals the aggregateamount disbursed.3.2 The Borrower may opt.for prepayment of loan at any time, by giving to the Lender notless than three days’ prior notice in writing. The prepayment of the Loan may be made infull or in part together with accrued interest up to the date of prepayment.
 

 
**4. PAYMENTS AND CALCULATIONS**4.1 All payments to be made by the Borrower under this Agreement shall be made .in fullwithout any set-off or counterclaim whatsoever.4.2 Any certificate from the Lender in respect of the Loan and any certificate ordetermination of the Lender in respect of interest and other payments shall, in the absenceof manifest error, be conclusive and binding on the Borrower.**5. ****SECURITY**5.1 The Borrower is a Company Promoted by the lender and is availing this loan for meetingthe project cost and/or initial commercial operation of the project and hence there will beno security given by the Borrower to the Lender.**6. ****REPRESENTATIONS AND WARRANTIES:**The Borrower represents and warrants to the Lender that:(a) The Borrower is a limited liability company duly organised and existing under theCompanies Act, 1956 and has power to carry on its business as it is now being carried on andto own its property and assets.(b) All corporate action on the part of the Borrower, its Directors or shareholders,necessary for the authorisation, execution and delivery of this Agreement and the securityto be created in pursuance hereof (and performance hereunder and thereunder) have been dulytaken.(c) ThisAgreement and documents to be executed in pursuance hereof when —.executed anddelivered will constitute valid and binding obligations of the Borrower.(d) The Borrower has not taken any corporate action nor have any steps been taken or legalproceedings been initiated or threatened against the Borrower for its winding-up,dissolution, administration, re-organisation or for appointment of receiver administrator ofthe Borrower or all or any of its assets or undertakings.(e) As of the date of this Agreement there is no litigation, proceeding or dispute pendingor threatened against the Borrower, the adverse determination of which might substantiallyaffect the Borrwer’s ability to repay the Loan or have a materially adverse effect on thefinancial condition of the Borrower.
 

 
(f) The execution and delivery of this Agreement and documents to be executed in pursuancehereof and the performance of its obligations hereunder and thereunder does not and will not(i) contravene any applicable law, statute or regulation or any judgment or decree to whichthe Borrower is subject, (ii) conflict or result in any breach of any of the terms of orconstitute default of any covenants, conditions and stipulations under any existingagreement to which the Borrower is a party, or (iii) conflict or contravene any provision ofthe Memorandum and Articles of Association of the Borrower.The above representations and warranties shall be deemed to be repeated by the Borrower onand as of each day from the date of this Agreement until all moneys due or owing hereunderby the Borrower to the Lender have been paid in full, as if made with reference to the factsand circumstances existing on such day.**7. POSITIVE COVENANTS**     The Borrower covenants and undertakes that, so long as the Loan shall remainoutstanding, and until the full and final payment of all money owing hereunder, it will,unless the Lender waives compliance in writing:(a) Utilise the Loan for meeting the project cost and/or initial commercialoperation of the project and for no other purpose whatsoever(b) Pay the Loan and interest thereon and all money owing to the Lender hereunder accordingto the terms hereof;(c) Maintain its corporate existence and obtain, comply with the terms of and do all “ thatis necessary to maintain in full force and effect all authorisations, approvals, licencesand consents required to enable it to lawfully carry on its business;(d) Inform the lender of any material litigation, arbitration or other proceedings, whichaffect the Borrower, forthwith upon such proceedings being instituted or threatened;(e) Promptly inform the Lender of any material adverse change or any occurrence of which itbecomes aware which might adversely affect the Borrower or affect its ability to perform itsobligations under this Agreement;(f) Promptly inform the Lender of the occurrence of any Event of Default and of the stepsbeing taken to remedy the same and will, from time to time, if so requested by the Lender,confirm to the Lender in writing that save as otherwise stated insuch confirmation, noEvent of Default has occurred and is continuing;(g) Pay regularly all taxes, assessments, dues, duties and impositions as may, from, time totime, be payable to any Government body or authority; and(h) Perform, on request of the Lender, such acts as may be necessary to carry out the intentof this Agreement.
 

 
**8. ****NEGATIVE COVENANTS:**     The Borrower covenants and agrees that so long as the Loan or any part thereof is, **dueand unpaid**, and until full and final payment of all money owing hereunder are so paid, itshall not without the prior written consent of the Lender:(a) Sell or transfer in any manner the assets or Property up to the extent of outstandingloan together with outstanding interest and other legal costs;(b) Create, incur or assure any further indebtedness to the extent of outstanding loantogether with outstanding interest and other legal costs;(c) Effect any merger, amalgamation, reconstruction or consolidation; or(d) Assume, guarantee, endorse or in any manner become directly or contingently, liable foror in connection with the obligation of any person.**9. ****EVENTS OF DEFAULT:**9.1 The occurrence of any of the following events shall be an Event of Default:**(a) Non-Payment by Borrower:**If the Borrower fails to pay any sum whether for