Exhibit 4.51
 STERLITE 2400 MW COAL BASED POWER PROJECT
 COMMON RUPEE LOAN AGREEMENT
 AMONG
 STERLITE ENERGY LIMITED
As the Borrower
 AND
 STATE BANK OF INDIA
As Facility Agent for the Lenders
 AND
 IDBI TRUSTEESHIP SERVICES LIMITED
As Security Trustee
 AND
 THE PERSONS
SET FORTH IN PART A of SCHEDULE II
As Rupee Lenders
 AND
 STATE BANK OF INDIA
As the Issuing Bank
 
 Amarchand & Mangaldas & Suresh A. Shroff & Co.
Solicitors & Advocates




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TABLE OF CONTENTS
 1.
    
    DEFINITIONS
    
    
    32.
    
    ORDER OF PRIORITY
    
    
    33.
    
    THE FACILITY
    
    
    44.
    
    APPLICATION OF PROCEEDS
    
    
    55.
    
    DISBURSEMENT MECHANISM
    
    
    66.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    167.
    
    CONDITIONS PRECEDENT
    
    
    318.
    
    AFFIRMATIVE COVENANTS
    
    
    579.
    
    NEGATIVE COVENANTS
    
    
    8610.
    
    CANCELLATION OF THE FACILITY
    
    
    9212.
    
    DISBURSEMENTS BY WAY OF LETTER OF COMMITMENT
    
    
    9313.
    
    LIABILITY OF AND PAYMENTS BY LENDERS
    
    
    10414.
    
    INTEREST
    
    
    11115.
    
    REPAYMENTS
    
    
    11416.
    
    PREPAYMENTS AND COMMITMENT REDUCTIONS
    
    
    11517.
    
    PAYMENTS
    
    
    11818.
    
    FACILITY AGENT AND SECURITY TRUSTEE
    
    
    12019.
    
    EXPENSES AND INDEMNIFICATIONS
    
    
    12020.
    
    EVENTS OF DEFAULT
    
    
    12521.
    
    MISCELLANEOUS
    
    
    134SCHEDULE I
    
    
    154SCHEDULE II
    
    
    189SCHEDULE III
    
    
    205SCHEDULE IV
    
    
    208SCHEDULE V
    
    
    211SCHEDULE VI
    
    
    214SCHEDULE VII
    
    
    215SCHEDULE VIII
    
    
    216SCHEDULE IX
    
    
    218SCHEDULE X
    
    
    222SCHEDULE XIII
    
    
    226SCHEDULE XIV
    
    
    228SCHEDULE XV
    
    
    243SCHEDULE XVI
    
    
    245EXHIBIT 1
    
    
    248
 (i)




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EXHIBIT 2
    
    
    252EXHIBIT 3
    
    
    256
 (ii)




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COMMON RUPEE LOAN AGREEMENT
 THIS
COMMON RUPEE LOAN AGREEMENT Agreement
 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  628 002 (hereinafter
referred to as the Borrower, which expression shall, unless repugnant to
the context, be deemed to include its successors and permitted assigns);
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2.
    
    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 Lenders (hereinafter referred to as
the Facility Agent, which expression shall, unless repugnant to the context hereof, be
deemed to include its successors, transferees, and permitted assigns);3.
    
    IDBI TRUSTEESHIP SERVICES LIMITED, a company incorporated in India, having its registered
office at Asian Building, Ground Floor, 17, R.K. Kamani Marg, Ballard Estate, Mumbai- 400 001
in its capacity as security trustee for the Lenders (hereinafter referred to as the Security
Trustee, which expression shall, unless repugnant to the context, be deemed to include its
successors, transferees and permitted assigns);4.
    
    THE PERSONSas set out in Part A of Schedule II, as Rupee Lenders (hereinafter referred to as
the Rupee Lenders, which expression shall, unless repugnant to the context, be deemed to
include their successors, transferees, novatees and assigns); and5.
    
    STATE BANK OF INDIA, a body corporate constituted under the State Bank of India Act, 1955
with its Corporate Centre at State Bank Bhavan, Madame Cama Road, Mumbai- 400 021, as the
Issuing Bank (hereinafter referred to as the Issuing Bank, which expression shall, unless
repugnant to the context, be deemed to include its successors, transferees and assigns).
 Parties Party
 WHEREAS
 (A)
    
    Upon the request of the Borrower and to enable the Borrower to partly finance implementation
of the Project undertaken by it for the development, designing and commissioning of a power
plant at Jharsuguda Orissa, (i) the Rupee Lenders
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have agreed to grant to the Borrower the
rupee term loan facility in the aggregate principal amount of Rupees Five Thousand Five
Hundred Sixty Nine Crores (Rs. 55,69,00,00,000) not exceeding the amounts mentioned against
their names respectively in Part A of Schedule II hereto; and (ii) the Issuing Bank and some
of the Rupee Lenders have agreed to issue letters of commitment for making payments towards
Project Costs upon the terms and conditions as more particularly set out in this Agreement.
 (B)
    
    This Agreement provides for, inter-alia, (i) certain common representations, warranties and
covenants of the Borrower, (ii) certain uniform conditions of drawdown of the Facility and
(iii) certain events of default and conditions precedent to the provision of the Facility to
the Borrower.
  1.
    
    DEFINITIONSFor the purposes of this Agreement, (i) capitalized terms, not otherwise defined in the
body of this Agreement shall have the meanings set forth in Schedule I, and (ii) the
principles for construction and interpretation of this Agreement shall be as set forth in
Schedule I.2.
    
    ORDER OF PRIORITYIn the case of any discrepancy between the provisions of this Agreement and those of the
Intercreditor Agreement and the Trust and Retention Account Agreement, except as provided
in Section 5.4.1.1 (ii) below, the provisions in the Intercreditor Agreement and the Trust
and Retention Account Agreement shall prevail in order of priority of firstly the
Intercreditor Agreement and secondly the Trust and Retention Account Agreement.
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3.
    
    THE FACILITY3.1
    
    The Facility
 3.1.1
    
    The Borrower agrees to borrow from the Rupee Lenders and the Rupee Lenders
agree to lend and advance to the Borrower during the Availability Period a rupee
amount up to a maximum of all their respective Commitments (the Rupee Facility
Amount) as a rupee facility (the Rupee Facility). The Rupee Lenders and the Issuing
Bank further agree that they shall participate in or issue Letters of Commitment under
the terms of this Agreement to the maximum extent of their respective Earmarked
Amounts/Commitment and on the terms and conditions contained in this Agreement (the
LOC Facility).For the avoidance of doubt, Life Insurance Corporation of India shall have no
obligation to participate in or issue any Letters of Commitment under this
Agreement.3.1.2
    
    The Rupee Lenders agree and acknowledge that to part finance the Project
Costs, the Borrower may, after achievement of Financial Close but before Project COD,
borrow amounts by way of External Commercial Borrowings/ borrowings from export credit
agency/foreign currency loans/domestic bonds, upto the extent of the Additional Loan
Amount (the Additional Loans) in one or more tranches. Upon availing the Additional
Loans, the Available Commitment shall be reduced to the extent of the amount of the
Additional Loans. The Commitment and the Earmarked Amount of each Rupee Lender shall
be reduced pro rata to effect any such reduction of the Available Commitment.3.1.3
    
    Any amount disbursed or a letter of commitment issued by: (i) IDBI Bank
Limited to the Borrower under the facility agreement dated September 6, 2008 entered
into by it with the Borrower (the IDBI Interim Rupee Facility Agreement), (ii) State
Bank of India to the Borrower under the
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interim rupee facility agreement dated January
3, 2009 entered into by it with the Borrower (the SBI Interim Rupee Facility
Agreement), (iii) Punjab National Bank to the Borrower under the interim rupee
facility agreement dated June 24, 2009 entered into by it with the Borrower (the PNB
Interim Rupee Facility Agreement), and (iv) Jammu & Kashmir Bank Limited to the
Borrower under the interim rupee facility agreement dated June 24, 2009 entered into
by it with the Borrower (the J&K Interim Rupee Facility Agreement) (the IDBI Interim
Rupee Facility Agreement, the SBI Interim Rupee Facility Agreement, the PNB Interim
Rupee Facility Agreement and the J&K Interim Rupee Facility Agreement collectively
referred to as the Interim Rupee Facility Agreements) shall, from the Initial
Drawdown Date, be deemed to be a Drawdown made under this Agreement. All terms and
conditions contained in the Financing Documents shall apply to such disbursement made
or letters of commitment issued under the Interim Rupee Facility Agreements from the
Initial Drawdown Date as if such Drawdown had been made under the Financing Documents.
Provided that any disbursement or action or event occurring under the Interim Rupee
Facility Agreements prior to the Initial Drawdown Date shall be governed by the
provisions of the Interim Rupee Facility Agreements, including for the avoidance of
doubt, satisfaction of conditions precedent with respect to any such disbursements
made prior to the Initial Drawdown Date. For the avoidance of doubt, the amount of
Commitment mentioned against the names of IDBI Bank Limited, State Bank of India,
Punjab National Bank and Jammu & Kashmir Bank Limited in Schedule II include the
amounts committed and/or disbursed and/or earmarked pursuant to issue of letters of
commitment under the IDBI Interim Facility Agreement, the SBI Interim Rupee Facility
Agreement, the PNB Interim Rupee Facility Agreement and the J&K Interim Rupee Facility
Agreement, respectively.
 4.
    
    APPLICATION OF PROCEEDSThe Borrower agrees that it shall apply the proceeds of each Drawdown in and
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towards financing of the Project Costs in accordance with the terms of the Financing Documents.
 5.
    
    DISBURSEMENT MECHANISM5.1
    
    Certain AgreementsThe Lenders have agreed to provide the Facility to the Borrower subject to the terms and
conditions set forth in this Agreement. The Commitments of the
Lenders shall be as per Schedule II.5.2
    
    AvailabilityDrawdowns under this Agreement shall be made only during the Availability Period. The
Drawdowns shall be subject to the satisfaction (or waiver) of each condition precedent set
forth in Section 7, provided, however, that the conditions set forth in Sections 7.1 and
7.2 of this Agreement shall be required to be satisfied (or waived) only in connection with
the Initial Drawdown.5.3
    
    Mechanics for Requesting Drawdowns
 5.3.1
    
    The Borrower shall request Drawdowns under the Facility by delivering a
Notice of Drawdown with respect to each such Drawdown substantially in the form
attached hereto as Exhibit 2, to the Facility Agent with a copy to each Lender, no
later than ten (10) Business Days prior to the Initial Drawdown Date or Drawdown Date
referred to below.5.3.2
    
    Each Notice of Drawdown shall contain a certification by an Authorized
Officer of the Borrower as to the following:
 (i)
    
    the amount of the Drawdown under the Facility (if any);(ii)
    
    the Initial Drawdown Date or the Drawdown Date for such
Drawdowns, which shall be a Business Day and shall be the same
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date for each
Drawdown requested by such Notice of Drawdown;
 (iii)
    
    Outstanding Due Amounts under the Facility including the
amount of each Drawdown requested on such Drawdown Date;(iv)
    
    that with respect to the Initial Drawdown, 30% of the
Required Equity or with respect to any subsequent Drawdown, all proceeds of
the equity then required to have been funded pursuant to the provisions of the
Sponsor Support Agreement, shall have been (or, as of the date of the making
of the applicable Drawdown, will be) contributed and applied to pay (or
reimburse the Borrower) for Project Costs;(v)
    
    both before and after giving effect to such requested
Drawdowns and taking into account the equity then required to have been funded
concurrently therewith, the ratio of: (i) the sum of the principal amount
outstanding of the Facility; over (ii) the sum of all paid up Equity is no
greater than 75:25;For the purpose of calculating the ratio under this Section 5.3.2(v):
 (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(b)
    
    the calculation of Equity for the purposes
of this Section 5.3.2(v) 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, if permitted, only the remainder Rs. 60
shall be used for the purposes of
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calculating Equity under this Section 5.3.2(v).
 (vi)
    
    that the proceeds of each Drawdown shall be applied to only
such Project Costs as are permitted under this Agreement;(vii)
    
    each representation and warranty of the Borrower made in
Section 6 hereof and in any of the Financing Documents shall be true, complete
and correct in all respects, in each case, with the same force and effect as
though each such representation and warranty were made in and as of the date
of such Notice of Drawdown, except for any representation and warranty which
expressly related to an earlier date and is not surviving; and(viii)
    
    no Potential Event of Default or Event of Default has occurred or is
continuing.
 5.3.3
    
    The Notice of Drawdown shall include as attachments all certificates and
documentation required thereby, provided, however, that those certificates and
documentation required under Section 7.2 in connection with the Initial Drawdown shall
not be required to be attached to any subsequent Notice of Drawdown delivered in
connection with any subsequent Drawdown, unless this Agreement specifically
contemplates otherwise pursuant to Section 7.3.5.3.4
    
    The Notice of Drawdown with respect to any Coal Investment JV Drawdown shall
in addition to the requirements of this Section 5.3, also be accompanied by a
certificate from the Authorized Officer of the Borrower certifying that some or all of
the proceeds of such Drawdown, as the case may be, shall be utilized for the purpose
of investment in Rampia Coal Mine and Energy Private Limited.
 5.4
    
    Mechanics for Funding Drawdowns
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5.4.1
    
    Procedure for Drawdowns
 5.4.1.1
    (i)
    
    Promptly after each receipt of a Notice of Drawdown (and in any event
no later than ten (10) Business Days prior to the Drawdown Date), the Facility
Agent shall: (A) review
such Notice of Drawdown and attachments thereto to determine
whether all required documentation has been provided and whether
all applicable conditions precedent pursuant to this Agreement
under which such Drawdowns as requested have been satisfied; and
(B) notify each of the Lenders of its determination. In making
such determination, the Facility Agent shall, without any further
enquiry or investigation, 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 Section 5.2 and the other
subparagraphs of this Section 5.4 and upon satisfaction or waiver of
all applicable conditions precedent and any other applicable
provisions hereunder under which such Drawdowns are requested, at
such time as the Facility Agent has determined that all applicable
conditions precedent set forth in Section 7 have been satisfied or
waived by the Lenders, funding under the Facility may occur;
provided, however, that there is nothing to the contrary contained in
any Financing Document (it being understood that in the event of any
conflict between this Agreement and any other Financing Document in
respect of the matters set forth in this Section 5.4, this Agreement
shall prevail).
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(iii)
    
    If in connection with any Drawdown, any
Lender determines that any condition precedent under Section 7.2 or
Section 7.3 has not been satisfied, such Lender shall notify the
Borrower and the Facility Agent no later than five (5) Business Days
prior to the Drawdown Date that the Drawdown 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 five (5) Business Days prior to the Drawdown Date shall not
be effective as an Unsatisfied CP Notice.(iv)
    
    If the Facility Agent: (A) on or prior to
the Drawdown Date determines that the conditions precedent to a
Drawdown have not been satisfied; or (B) at least five (5) Business
Days prior to the Drawdown 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 Drawdown. Upon such written notice from the
Facility Agent, none of the Lenders shall have any obligation to
make the Drawdown requested under the related Notice of Drawdown.(v)
    
    At such time, if ever, as: (A) the Facility
Agent determines that the condition precedent to the Drawdown which
had not been satisfied has been satisfied or waived in accordance
with the Financing Documents; or (B) those Person(s) which gave an
Unsatisfied CP Notice to the Facility Agent with respect to such
Drawdown inform the Facility Agent in writing that the event giving
rise to such
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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
Lenders satisfactory 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, none of the Lenders issues 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 Lenders thereof.(vi)
    
    The Facility Agent shall have no liability
to any Person arising from any notice issued pursuant to this Section
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. No
Lender or the Facility Agent shall have any liability to the Borrower
or any Affiliate thereof or any other Lender arising from the
issuance of an Unsatisfied CP Notice, if such Person shall have
issued the Unsatisfied CP Notice in good faith.
 5.4.1.2
    
    If the Facility Agent has not received an Unsatisfied CP Notice pursuant to
Section 5.4.1.1(iii) and is satisfied that the conditions precedent to a
Drawdown have been satisfied, or at such time as the Facility Agent has issued
a notice to the Borrower under Section 5.4.1.1(iv) and is otherwise satisfied
that the conditions precedent to a Drawdown are satisfied or an Unsatisfied CP
Notice is deemed revoked pursuant to Section 5.4.1.1(v) and the Facility Agent
is satisfied that the conditions precedent have been fulfilled,
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the Facility Agent shall issue a notice confirming the Drawdown,
(hereinafter the Lending Confirmation Notice) substantially in the form
attached hereto as Exhibit 3 to the Borrower no later than two (2)
Business Days prior to the Drawdown Date to which the Notice of Drawdown
relates or, in the event of the issuance by the Facility Agent of any
notice pursuant to Section 5.4.1.1(iv) above, promptly upon the issuance
of the related notice under Section 5.4.1.1(v), approving such requested
Drawdown.
 5.4.1.3
    (i)
    
    On the proposed Drawdown Date following the issue of a Lending
Confirmation Notice, each of the Lenders, shall, on the Drawdown Date make the
proceeds of the Drawdown available to the Borrower in immediately available
funds, in Rupees by depositing such proceeds into the Construction Account
under the Trust and Retention Account Agreement.(ii)
    
    Subject to the proviso below and Section
5.9, in respect of any Drawdown requested by the Borrower, the
Lenders shall make available disbursements in the same proportion as
their respective amounts of Commitment (or respective Earmarked
Amounts in case of issue of a Letter of Commitment) bears to the
aggregate of all the Commitments (or aggregate Earmarked Amounts in
case of issue of a Letter of Commitment) as more particularly set out
in Section 5.9.Providedthat the issue of Letter of Commitment by the Issuing
Bank or by any Rupee Lender shall be deemed to be a Drawdown for a
Rupee Lender of an amount equivalent to: (a) where the Letter of
Commitment is issued by the Issuing Bank, the Participating
Interest of each Rupee Lender participating in such Letter of
Commitment
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on the Drawdown Date; or (b) where the Letter of
Commitment is issued by any individual Rupee Lender, the face
value of such Letter of Commitment.
 5.4.1.4
    
    Subject to the foregoing provisions of this Section 5.4.1, so long as no
Drawstop Notice is in effect, the failure of any Lender to make available a
Drawdown shall not relieve any other Lender of its obligation hereunder
(providedno Event of Default or Potential Event of Default has occurred) to
make any requested Drawdown under its Commitment but no Lender shall be
responsible for the failure of any other such Person to make available any
Drawdown or any portion thereof.
 5.4.2
    
    Drawstop Notices
 5.4.2.1
    
    In addition to the ability to issue an Unsatisfied CP Notice pursuant to
Section 5.4.1.1(iii) and notwithstanding the issuance of any Lending
Confirmation Notice by the Facility Agent pursuant to Section 5.4.1.2 in
connection with any Drawdown any 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 each of the other Lenders, the Security
Trustee, and the Account Bank, notifying the Borrower that no Drawdowns shall
be made under any Notice of Drawdown.5.4.2.2
    
    A Drawstop Notice issued pursuant to Section 5.4.2 shall remain in full
force and effect until, as the case may be till:
 (i)
    
    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 Lenders;
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(ii)
    
    the Lender which issued such Drawstop
Notice revokes such Drawstop Notice by sending notice of such
revocation to the Facility Agent, other Lenders, the Security Trustee
and the Account Bank (which notice shall specify in reasonable detail
the basis for such revocation and shall have attached thereto copies
of relevant documentation supporting such revocation).
 Upon the occurrence of any of the foregoing, such Drawstop Notice shall be
deemed to be revoked and the Facility Agent shall promptly notify the
Borrower and the Lenders, thereof, whereupon the applicable Lender(s)
shall make the requested Drawdowns as soon as practicable thereafter (and
in any event no later than five (5) Business Days thereafter).
 5.5
    
    No Approval of WorkThe making of any Drawdown or the issuance of a Lending Confirmation Notice shall not be
deemed an approval or acceptance by any Lenders or the Facility Agent of any work, labour,
supplies, materials or equipment furnished or supplied with respect to the Project.5.6
    
    Availability PeriodAdvances: (a) under the Facility; and (b) subject to Section 12.1.4, under the Unutilized
Earmarked Amounts, will be made to the Borrower in compliance with the terms of this
Section 5 hereunder and upon request by the Borrower upon issuance of a valid Notice of
Drawdown at any time during the Availability Period subject to the terms of this Agreement
and the other Financing Documents.5.7
    
    Notice of Drawdown IrrevocableEach Notice of Drawdown is irrevocable and shall commit the Borrower to
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borrow in accordance with such notice.5.8
    
    Reliance on Notices of BorrowingThe Facility Agent and the Lenders shall be entitled (but not obliged) to rely and act upon
any Notice of Drawdown and any documentation or information in connection with a Notice of
Drawdown, which appears on its face to have been duly completed notwithstanding that the
Notice of Drawdown, documentation or information proves to be not genuine, not properly
signed or otherwise incorrect in any respect.5.9
    
    Proportion of AdvancesThe contribution of the Rupee Lenders towards each Drawdown under the Facility shall be pro
rata to the extent of their respective Commitments. The Facility Agent shall, with respect
to each Drawdown requested by the Borrower determine and communicate to each Lender, the
share of each Lender in such Drawdown request, after taking into account Drawdown
previously made by each Lender under the terms of the Financing Documents so as to ensure
that the contribution of each Lender towards each Drawdown is pro rata to the extent of
their respective Commitments. For the avoidance of doubt:
 (i)
    
    the amounts disbursed or Letters of Commitment issued by IDBI Bank Limited,
Punjab National Bank, State Bank of India and Jammu & Kashmir Bank Limited under the
Interim Rupee Facility Agreements shall be taken into account while making such
calculations and IDBI Bank Limited, Punjab National Bank, State Bank of India and
Jammu & Kashmir Bank Limited shall not have any obligation to make any Drawdown until
the other Rupee Lenders have made Drawdowns such that proportion of Drawdowns made by
each of State Bank of India, IDBI Bank Limited, Punjab National Bank and Jammu &
Kashmir Bank Limited to their respective Commitments is the same as the proportion of
Drawdowns made by the Rupee Lenders (other than State Bank of India,
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IDBI Bank
Limited, Punjab National Bank and Jammu & Kashmir Bank Limited) to their respective
Commitments. Proceeds of Drawdown shall be deposited in the Construction Account as
provided for in the Trust and Retention Account Agreement. For the avoidance of doubt,
proceeds of any Drawdowns shall not be utilised to repay any portion of the amounts
owed by the Borrower to IDBI Bank Limited, Punjab National Bank, State Bank of India
and Jammu & Kashmir Bank Limited under their respective Interim Rupee Facility
Agreement.
 (ii)
    
    where Drawdowns have been made or participated in by any of the Rupee Lenders
by way of participating in or issuing Letters of Commitment (such Rupee Lenders hereinafter referred to as the Participating Rupee Lenders),
no Disbursement shall be made by any of the Participating Rupee Lenders until such
time, as the ratio of all Disbursements made by all the other Rupee Lenders to
their respective Commitments is the same as the ratio of all Drawdowns made by the
Participating Rupee Lenders to their respective Commitments.
 5.10
    
    Individual Letters of CommitmentNotwithstanding anything contained in Section 5.3.1, if the Borrower requests for a
Drawdown by way of issue of an individual Letter of Commitment in accordance with Section
12.1A hereof, the Notice of Drawdown shall only be delivered to the Facility Agent and the
relevant Rupee Lender, and the procedure set forth in Section 5.4 shall only be applicable
with respect to the Facility Agent and the relevant Rupee Lender.6.
    
    REPRESENTATIONS AND WARRANTIESIn order to induce each Secured Party and the Facility Agent to enter into the Financing
Documents and to disburse the Facility in terms thereof, the Borrower makes the following
representations and warranties as of the date hereof and as of the Initial Drawdown Date
and the date of each subsequent Drawdown and the
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date of each drawing under a Letter of
Commitment, and on each Interest Payment Date and each LOC Commission Payment Date and each
Repayment Date other than those made as of a particular date, which representations and
warranties shall survive the execution and delivery of this Agreement and the making of the
Drawdowns under the Financing Documents and drawing under the Letter(s) of Commitment till
the Final Settlement Date.
 6.1
    
    Corporate Organisation and Authorisations
 (i)
    
    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.(ii)
    
    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.(iii)
    
    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.
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6.2
    
    No ContraventionNeither the execution and delivery by the Borrower of the Transaction Documents to which it
is a party, nor the Borrowers compliance with or performance of the terms and provisions
hereof or thereof, nor the use of the proceeds under each of the Drawdowns as contemplated
by the Financing Documents: (i) will contravene any provision of any Applicable Law or any
order, writ, injunction or decree of any court or Governmental Authority binding on the
Borrower; (ii) will conflict or be inconsistent with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a Potential Event of Default
or Event of Default under, or result in the creation or imposition of (or the obligation to
create or impose) any Security Interest (except any Permitted Security Interest) upon any
of the property or assets of the Borrower pursuant to the terms of any indenture, mortgage,
deed of trust, credit agreement, any facility agreement, or any other agreement, contract
or instrument to which the Borrower is a party or by which it or any of its property or
assets is bound or to which it may be subject; or (iii) will violate any provision of the
Memorandum and Articles of Association of the Borrower.
 6.3
    
    Filings and Payments
 (i)
    
    The Borrower certifies that all registrations, recordings, filings and
notarisations of any Transaction Document and all payments of any tax or duty,
including without limitation stamp duty, registration charges or similar amounts which
are required to be effected or made by the Borrower which is necessary to ensure the
legality, validity, enforceability or admissibility in evidence of the Transaction
Documents have been made.(ii)
    
    The Borrower has filed all tax returns and paid, except those Contested in
Good Faith, all Taxes and fees, including in relation to stamp duties and registration
fees due and payable.
 18




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6.4
    
    Events of Default, Legal Proceedings, Material Adverse Effect
 (i)
    
    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 Secured
Parties.(ii)
    
    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.(iii)
    
    The Borrower confirms that no Event of Default or Potential Event of Default
has occurred or is subsisting under any Transaction Document.(iv)
    
    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 the defaulter of any of the Lenders and that no
Director is disqualified under Section 274 of the Companies Act.
 6.5
    
    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 Authority, 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
 19




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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.
 6.6
    
    Compliance with Laws
 (i)
    
    The Borrower, Sponsor and all other Major Project Parties are in compliance
in all respects with all Applicable Law, 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.(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.
 6.7
    
    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
 20




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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.
 6.8
    
    No Subsidiaries or Equity InterestOther than as may have been permitted by the Facility Agent, and other than Talwandi Sabo
Power Limited, the Borrower has no other subsidiaries and owns no equity interest in any
Person other than Talwandi Sabo Power Limited to the extent of Fifty Thousand (50,000)
shares having a par value of Rs. 10 (Rupees Ten) per share and Rampia Coal Mine and Energy
Private Limited to the extent of 5,217,432 shares having a par value of Re. 1 (Rupee One)
per share.
 6.9
    
    Sufficient FundsUndisbursed monies in the Accounts, together with the aggregate of: (i) amounts that are
committed but undrawn under the Financing Documents; (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, LOC Commission, fees and
other amounts to be paid under the Financing Documents.
 21




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6.10
    
    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.
 6.11
    
    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 Financing Document or at any time created
 22




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in favour of or for the benefit of the Lenders shall be and remain a continuing
security to secure the Lenders and accordingly shall:
 a.
    
    secure the Borrowers dues under the Financing Documents;b.
    
    not be discharged by any intermediate payment by the Borrower
or any settlement of accounts between the Borrower and the Lenders or the
Security Trustee;c.
    
    be in addition to and not in substitution for or derogation
of any other security which the Lenders or the Security Trustee may at any
time hold in respect of the Borrowers dues/obligations under the Financing
Documents; andd.
    
    be a security for all amounts due and payable by the Borrower
for all the sums due by the Borrower to the Lenders and its trustees or
agents, whether under the Financing 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 Lenders 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
 23




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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.
 6.12
    
    Insurance
 (i)
    
    The Borrower certifies that all its assets over which a Security Interest has
been created in favour of the Lenders have been insured and the Insurance Contracts
have been duly endorsed to the Lenders/Security Trustee as loss payees or
beneficiaries.(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.
 6.13
    
    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)
 24




---



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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.
 6.14
    
    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 Initial
Drawdown 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.
 6.15
    
    No Immunity
 (a)
    
    The execution or entering into by the Borrower and the Sponsor of the
Financing Documents constitute, and its exercise of its rights and performance of its
obligations under the Financing 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.
 6.16
    
    All Representations and Warranties
 25




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The 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.
 6.17
    
    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 Initial Drawdown Date, any subordinated indebtedness, (ii) any securities
convertible into or exchangeable for its Equity Interests except for 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.
 6.18
    
    Transaction Documents
 6.18.1 (i)
    
    The Borrower has, or by the Initial Drawdown 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
 26




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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).
 6.18.2
    
    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.
 6.18.3
    
    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.
 27




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6.19
    
    True and Complete Disclosure
 6.19.1
    
    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.6.19.2
    
    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.
 6.20
    
    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 Talwandi Sabo Power Limited and
Rampia Coal Mine and Energy Private Limited.
 6.21
    
    Expenses prior to Financial CloseThe Borrower agrees that all preliminary, preoperative and development expenses 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
Lenders and as accepted by the Lenders.
 28




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6.22
    
    Fees and Enforcement
 6.22.1
    
    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.6.22.2
    
    This Agreement and each of such Transaction Documents executed and delivered as of
the date 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.
 6.23
    
    Budgets and other Items
 6.23.1
    
    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.6.23.2
    
    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 Lenders 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
 29




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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.
 6.24
    
    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(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.
 6.25
    
    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.
 6.26
    
    InvestmentsOther than: (i) Permitted Investments; (ii) any investments permitted by the Facility
Agent; and (iii) the equity interests held by the Borrower in Talwandi Sabo Power Limited
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
 30




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(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).
 6.27
    
    AccountsThe most recent Audited Annual Financial Statements of the Borrower delivered to the
Facility Agent/Lenders:
 (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.
 7.
    
    CONDITIONS PRECEDENT
 7.1
    
    Conditions Precedent to CommitmentThe obligation of the Lenders to make available the Facility pursuant to this Agreement
shall become effective only upon the Borrower fulfilling to the
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satisfaction of the Lenders (unless any waiver is granted by the Lenders) all of the
following conditions:
 (a)
    
    Corporate Authorisations and Clearances
 (i)
    
    The Borrower shall have agreed to amend its Memorandum and
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 Lenders.(ii)
    
    The Lenders 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 Financing
Documents;(B)
    
    certified true copy of resolutions of the
Board of Directors of each of the Borrower or Sponsor, as the case
may be:
 (i)
    
    approving the terms and
execution of, and the transactions contemplated by the
Financing Documents to which it is a party;(ii)
    
    authorizing, the affixation
of the common seal on the Financing Documents, and/or a
director or directors or other authorized executives to
execute
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the Financing 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 Financing Documents to which it is a
party; and(iv)
    
    specimen signatures of each
such Person authorized by the resolutions referred to in
sub-sections (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 borrowing of the Facility and
the Foreign Currency Facility and creation of Security and approving
such 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 Financing Documents and that the borrowing or availing of
the Facility would not cause any borrowing limit binding on the
Borrower to be exceeded;
 33




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(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)
    
    all other corporate
authorizations/resolutions as may be required under the Applicable
Law and for the purposes of the Project Documents; and(I)
    
    all Clearances 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:
 (i)
    
    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;(ii)
    
    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(iii)
    
    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 which is six (6) months prior to the Date
of Commercial Operation of such Unit,
 34




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provided that with respect to the first Unit, such environmental
Clearances (other than those specified in sub-sections (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.
 (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 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 Lenders 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 Counsel
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The Borrower shall have appointed the Lenders Counsel to inter aliaassist
the Lenders 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
Lenders. The Auditors shall have certified all expenses incurred by the
Borrower prior to the Initial Drawdown Date.
 (iv)
    
    Other ConsultantsAny other consultant/advisor as may be required by the Lenders/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 the Project Costs exceed the Estimated Project Costs without recourse to
the Project assets;
 36




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(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 Lenders;(iv)
    
    ensure that the Borrower shall raise the necessary funds for
refinancing of the Rupee 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 Lenders for evacuation of power generated from
the Project at least six (6) months prior to the Date of Commercial
Operation of 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 Initial
Drawdown Date;
 37




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(c)
    
    enter into such PPAs so as to achieve a
minimum DSCR of 1.1, in the manner contemplated in the Financing
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,
 the Sponsor shall make available funds to the Borrower, in a manner
satisfactory to the Lenders, 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 Section 8.19 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.
 38




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(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.
 7.2
    
    Conditions Precedent to Initial DrawdownDrawdowns under this Agreement shall be subject to the fulfilment (or waiver in accordance
with Section 7.4) prior to or on the Drawdown Date for such Drawdown, in a manner
satisfactory to the Facility Agent, of all the conditions set forth below and such
satisfaction is to be recorded in writing, and the acceptance of the benefits of each
Drawdown shall constitute a representation and warranty by the Borrower to each of the
Lenders that all the conditions specified in this Section 7.2 have been satisfied or waived
by such of the Lenders as of that time:
 (a)
    
    Transaction Documents
 (i)
    
    Other than the Transaction Documents expressly permitted to
be executed at a different time under Section 8.6.2, 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 Document as are required to be
executed on the Initial Drawdown Date are true, correct and complete in all
respects, and in full force and effect including without limitation the Fuel
Supply Agreements and
 39




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Coal Transportation Agreements for meeting the coal
requirements of the first Unit.
 (ii)
    
    The Borrower shall have provided a certificate signed by an
Authorized Officer of the Borrower and expressed to be effective as of the
Initial Drawdown Date, 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 Initial
Drawdown; (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 Drawdown of amounts under such Financing
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 Lenders from time to time; (iv) all Clearances
required prior to Initial Drawdown 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
aliato the validity and enforceability of the Transaction Documents, each
dated the date of the Notice of Drawdown in
 40




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relation to the Initial
Drawdown from the following persons:
 (A)
    
    Lenders Counsel;(B)
    
    Legal advisors to the Foreign Currency
Lender;(C)
    
    Legal advisors to the Borrower and Sponsor;
and(D)
    
    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
Section 8.16 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 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
 41




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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 XI, 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.
 42




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(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 compliance in all
respects with all Applicable Law as in effect on the Drawdown 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 Financing 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 Support
 43




---



##### 



The Facility Agent shall have received the following:
 (i)
    
    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
Section 9.3;(ii)
    
    an undertaking from the Sponsor, in the form and manner
acceptable to the Lenders, 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(iii)
    
    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 Lenders.
 (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 Initial Drawdown Date, in accordance with the terms
of this Agreement, to the satisfaction of the
 44




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Security Trustee and the same shall
be in full force and effect.
 (l)
    
    Construction Budget
 (i)
    
    The Lenders 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 Lenders and naming
the Lenders/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 Initial Drawdown 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 Initial Drawdown Date have been paid and
 45




---



##### 



no insurance
premia are overdue.
 (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
this Section 7.2 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 Authority 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 Lenders; 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 Plan
 46




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##### 



The 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 Lenders shall have the right to stipulate other conditions, after consultation
with the Borrower, prior to the Initial Drawdown Date and the Borrower agrees to
abide by the same.
 7.3
    
    Conditions Precedent to Each DrawdownAny Drawdown shall be subject to the fulfilment or waiver, prior to or concurrently with
each such Drawdown, in a manner satisfactory to the Facility Agent of the conditions set
forth below, such satisfaction to be recorded in writing, and the acceptance of the
benefits of each Drawdown shall constitute a representation and warranty by the Borrower to
each of the Lenders that all the conditions specified in this Section 7.3 have been
satisfied or waived (which waiver shall be in accordance with the provisions of Section
7.4) by such of the Lenders as of that time.
 7.3.1
    
    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 Drawdown and the other Material Project Participants shall
have performed in all respects all of their respective material obligations
required to be performed under the Transaction Documents prior to the date of
such Drawdown.(ii)
    
    The Borrower shall have paid all fees, expenses and other
charges then payable by it under the Financing Documents.
 47




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##### 



7.3.2
    
    Drawdown
 (i)
    
    The Borrower shall have delivered to the Facility Agent in
the form set out in Exhibit 2 duly completed and in substance satisfactory to
the Facility Agent, a Notice of Drawdown.(ii)
    
    The Facility Agent shall have received the certification of
the Lenders Engineer referred to in Section 14.5.3 with respect to the
Drawdown Schedule Period in which the relevant Drawdown occurs.(iii)
    
    The Borrower shall have procured and furnished to the
Facility Agent, prior to each subsequent Drawdown, a certificate each from:
(a) a chartered accountant; and (b) a Director of the Borrower, confirming
that the proceeds of the preceding Drawdown 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
Section 8.9 (i) of this Agreement.
 7.3.3
    
    Debt: Equity Ratio
 (i)
    
    The Borrower shall have provided evidence to the satisfaction
of the Lenders 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 Drawdown. 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)
 48




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##### 



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
Drawdown Date has been brought in.
 (iii)
    
    The Borrower shall have complied with the provisions of
Section 8.9 (ii) of this Agreement.(iv)
    
    For the purpose of calculating the ratio under this Section
7.3.3:
 (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(b)
    
    the calculation of Equity for the purposes
of this Section 7.3.3 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 Section 7.3.3.
 7.3.4
    
    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 Drawdown.
 49




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(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 Financing 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.
 7.3.5
    
    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 Drawdown
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 Section 8.7.3.(ii)
    
    Without prejudice to the generality of Section 7.3.5(i)
above, the Borrower shall have entered into the Share Pledge Agreement and
 50




---



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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
Drawdown.
 (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 Section 7.3.5 shall not apply to the
extent that they are already satisfied as per the requirements of Section
7.2(k).
 7.3.6
    
    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 Section 7.3.6 to be obtained at a different
time) required to be obtained prior to the date of the particular Drawdown;(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 Drawdown 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
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(iv)
    
    With respect to any Drawdown 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-section (iii)
above) from the Government of Orissa/other statutory bodies, shall have been
obtained by the Borrower to the satisfaction of the Lenders.
 7.3.7
    
    Certificates
 (i)
    
    On the date of each Drawdown, 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 Financing Documents; and (b) compliance with all Financing 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 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 Drawdown.(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 Drawdown.(iv)
    
    The Borrower shall have provided a certificate, in form
satisfactory to the Facility Agent signed by an Authorized Officer of the
 52




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Borrower and expressed to be effective as of the date of the relevant
Drawdown, 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 Drawdown are in accordance with
the Base Case.
 7.3.8
    
    Drawdown towards Margin MoneyAny Drawdown of an amount equal to the provision against margin money for working
capital in Estimated Project Costs shall be made only after the Lenders have
confirmed their satisfaction that the Project is near completion and such Drawdown
is required at the time of build up of working capital.7.3.9
    
    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 Drawdown, which has not been withdrawn or
revoked.7.3.10
    
    Development ExpensesIf any part of any Drawdown 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.
 53




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7.3.11
    
    Lien WaiversThe Facility Agent shall have received the lien waivers, if any, contemplated to be
delivered pursuant to the provisions of the Project Documents.7.3.12
    
    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 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 Drawdown occurring six (6) months after Initial
Drawdown; and(ii)
    
    of the land required for ash disposal for any Unit prior to
any Drawdown occurring on or after a date which is six (6) months before the
Date of Commercial Operation of such Unit.
 7.3.13
    
    Cost OverrunThe Sponsor shall have financed/funded the Cost Overrun if any, in the form and
manner as provided in the Sponsor Support Agreement.7.3.14
    
    Sale of Balance PowerWith respect to any Drawdown 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
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arrangement(s), to the satisfaction of
the Lenders, for the offtake of the balance power of the total 2400 MW power
generation capacity of the Project.
 7.3.15
    
    Arrangements for waterWith respect to any Drawdown 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.7.3.16
    
    Transaction Documents
 (i)
    
    The Borrower shall have entered into the Transaction
Documents required to be entered into as of the relevant Drawdown 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 Lenders,
carry out necessary changes and modifications as are required by the Lenders
or are recommended by the Lenders Counsel, Lenders Engineer and Lenders
Insurance Consultant and deemed necessary by the Lenders to be made to the
Transaction Documents arising out of any due diligence conducted by them or
otherwise.(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.
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##### 



7.3.17
    
    Amendment to Articles of AssociationWith respect to any Drawdown 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 Lenders.7.3.18
    
    Credit RatingWith respect to any Drawdown 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 Section 8.27.
 7.4
    
    No Waiver
 7.4.1
    
    No course of dealing or waiver by any Lender, or the Facility Agent in
connection with any condition of effectiveness of this Agreement or any condition of
Drawdown under this Agreement or any other Financing Document shall impair any right,
power or remedy of any such Lender or the Facility Agent with respect to any other
condition of Drawdown, or be construed to be a waiver thereof, nor shall the action of
any Lender, or the Facility Agent in respect of any Drawdown affect or impair any
right, power or remedy of any Lender or the Facility Agent in respect of any other
Drawdown.7.4.2
    
    Unless otherwise notified to the Borrower by a Lender and without prejudice
to the generality of Section 7.4.1 above, the right of any Lender to require
compliance with any condition under this Agreement or the relevant Financing Documents
which may be waived by such Lender in
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respect of any Drawdown is expressly preserved
for the purpose of any subsequent Drawdown.
 7.4.3
    
    Any request by the Borrower for a waiver of a condition in Section 7.2 or
Section 7.3 shall be in writing and delivered to the Facility Agent and the Lenders at
least twenty (20) Business Days prior to the proposed Initial Drawdown Date or
Drawdown Date as applicable.
 7.5
    
    Final Drawdown ReviewThe Lenders shall have the right to review Project Costs incurred prior to the final
Drawdown under the Facility. Pursuant to the review mentioned hereinabove, if the Lenders
determine that the Project Costs are less than the Estimated Project Costs, then the amount
of the Facility shall be reduced, as specified by the Lenders.7.6
    
    Delivery of CertificatesAll the certificates, legal opinions, communications, notices and other documents and
papers referred to in Sections 7.1, 7.2 and 7.3 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.8.
    
    AFFIRMATIVE COVENANTSThe Borrower covenants and agrees that until the Final Settlement Date:8.1
    
    Project Implementation and Use of ProceedsThe Borrower shall:
 (i)
    
    use the proceeds of the Facility only to pay the Project Costs, in
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accordance with the Financing Documents, and in particular, the proceeds of the Financing
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
Lenders; 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.
 8.2
    
    InspectionThe Borrower, at reasonable intervals, will permit officers and designated representatives
of the Lenders to carry out technical, legal, or financial
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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 Lenders/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 Lenders or any of their 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 Section 8.2.
 8.3
    
    Books, Records and Inspections, Accounting and Audit Matters
 8.3.1
    
    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
Indian GAAP consistently applied and all requirements of Applicable Law, and will not radically change its accounting
policy/system without prior approval of the Lenders. Provided that the Borrower may, upon informing the Lenders of the same,
keep records and maintain accounts in conformity with IFRS.8.3.2
    
    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.
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8.4
    
    Additional Documents, Filings and Recordings
 8.4.1
    
    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.8.4.2
    
    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, and the rights and title of the Lenders, to the Security.Provided further that the Borrower shall pay on demand to the Lenders, 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.
 8.5
    
    Financing FeesThe Borrower shall pay all financing fees and charges due and payable in relation to the
Agreement to the Lenders on the Due Dates as specified hereunder.
 8.6
    
    Transaction Documents
 8.6.1
    
    The Borrower shall comply in all respects with the provisions of the
Transaction Documents.8.6.2
    
    The Borrower shall ensure that each of the Transaction Documents is
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maintained in full force and effect. Provided that:
 (A)
    
    the PPA (other than the GRIDCO PPA) or other sale
arrangements satisfactory to the Lenders 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;(B)
    
    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;(C)
    
    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 Initial Drawdown 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 Orissa, or any other Person (which will be
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reviewed by the
Lenders Engineer) shall be executed on or before June 30, 2009.
 8.6.3
    
    The Borrower shall not enter in to 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.8.6.4
    
    The Borrower shall, in a manner satisfactory to the Lenders, carry out
necessary changes and modifications as are required by the Lenders or are recommended
by the Lenders Counsel, Lenders Engineer and Lenders Insurance Consultant and deemed
necessary by the Lenders 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.8.6.5
    
    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 Lenders.8.6.6
    
    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.
 8.7
    
    Security
 8.7.1
    
    The Loan together with all fees, costs, charges, expenses and all amounts
payable to the Secured Parties under the Financing Documents shall be secured by the
following:
 (1)
    
    a first ranking charge / Security Interest through the
execution of
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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 revenues and receivables of the
Borrower from the Project;(iv)
    
    all the Borrowers accounts, (including but
not limited to the Accounts and the Permitted Investments) for the
Project and each of the other accounts required to be created by the
Borrower for the 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;
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(ii)
    
    assignment of all of the Borrowers rights,
titles and interest in respect of the assets and its rights 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 Documents 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);
 (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 Lenders);
 (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 Lenders.
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8.7.2
    
    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 Lenders
shall be in full force and effect.8.7.3
    
    The Borrower shall create and perfect the Initial Security prior to the
Initial Drawdown 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 Initial Drawdown Date. Provided that the Pledge, specified in
Section 8.7.1(4) above shall only be required to be created and perfected prior to the
Coal Investment JV Drawdown 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.8.7.4
    
    The Borrower shall have obtained written consent of the relevant parties for
creation, perfection and maintenance of the Security required hereunder.8.7.5
    
    The Borrower hereby undertakes to create such additional security as may be
required by the Lenders 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/Lenders 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 Counsel.8.7.6
    
    The Lenders/Facility Agent reserves the right to modify the Security
requirements stated in this Section 8.7 prior to execution of all the Financing
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 Financing Documents,
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then the Facility Agent reserves the right
to modify the security structure, after consultation with the Borrower, after
execution of all the Financing 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.8.7.7
    
    So long as any monies remain due and outstanding to the Lenders, the
Borrower undertakes to promptly notify the Lenders in writing of all its acquisitions
of immovable properties.
 8.8
    
    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.
 8.9
    
    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 Drawdowns that have occurred:
 (a)
    
    as on the first Auditors Certificate Provision Date, from
the Initial Drawdown Date till the first Auditors Certificate Provision Date,
and
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(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 Drawdown
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 Initial
Drawdown Date) has been brought in.
 8.10
    
    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 Lenders.
 8.11
    
    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 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 Lenders 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.
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The Facility Agent, and after the occurrence of an Event of Default or a Potential Event of
Default, the Lenders, shall have the right to seek appropriate information from the Project
Management Committee whenever required by them.
 8.12
    
    Environment and Social Monitoring and Review
 8.12.1
    
    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 Lenders and are not contrary to Applicable
Law, and bear the costs of the same, including any increase in Project Costs.8.12.2
    
    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
Lenders till Final Settlement Date.
 8.13
    
    Project Costs
 8.13.1
    
    All expenditure undertaken for the Project under this Agreement shall be
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in accordance the Estimated Project Cost as per Schedule XI and the Construction Budget
as per Schedule X.
 8.13.2
    
    The Lenders have 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.
 8.14
    
    Financial Statements of the Borrower and Sponsor
 8.14.1
    
    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.
 8.14.2
    
    In addition to Section 8.14.1, the Borrower and the Sponsor shall furnish copies of
their Quarterly Financial Statements as and when the Facility Agent requires them.
 8.15
    
    Management/ Key Personnel
 8.15.1
    
    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 Lenders, in accordance with the provisions of Schedule XII, and
shall strengthen its Management to the satisfaction of the Lenders, 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
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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 Section 8.15.
 8.15.2
    
    Prior to the Initial Drawdown Date and till Final Settlement Date, the Borrower
shall constitute and maintain the Project Management Committee referred to in Section
8.11. 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
Lenders shall have the right to seek appropriate information from the Project
Management Committee.8.15.3
    
    Prior to the Initial Drawdown Date and till Final Settlement Date, the Borrower
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.8.15.4
    
    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.8.15.5
    
    The terms and conditions for appointment of the managing director of the
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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.
 8.15.6
    
    In the event that the name of any of the directors on the Board of Directors of the
Borrower appears in the list of willful 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 willful
defaulters.
 8.16
    
    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
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three (3) months prior to the Date of Commercial Operations of
the first Unit.
 8.17
    
    Accounts
 8.17.1
    
    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.8.17.2
    
    The Borrower shall utilise the Project Proceeds in a manner and priority as agreed
to in the Trust and Retention Account Agreement.
 8.18
    
    Maintenance of Property; Site Security
 8.18.1
    
    The Borrower will keep all its property and assets in good working order and
condition.8.18.2
    
    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.
 8.19
    
    Maintenance of Property and Insurance
 8.19.1
    
    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 Lenders, insured with
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financially sound and
reputable insurers satisfactory to the Facility Agent and on terms and conditions
satisfactory to the Facility Agent.
 8.19.2
    
    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.8.19.3
    
    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 Section 8.19.1 above submit a similar certificate to the Facility Agent with
respect to such new or renewed insurance policy, such policies to be in form and
substance, and issued by companies, satisfactory to the Facility Agent in consultation
with the Lenders Insurance Consultant.8.19.4
    
    The provisions of this Section 8.19 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 Lenders/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 Lenders/Security Trustee with
the right of the Lenders/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 Lenders/Security
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Trustee may have under any of the Financing
Documents, or under any law, statute or regulation now or hereafter in force.
 8.19.5
    
    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 Lenders shall be shall
be suitably endorsed in favour of the Security Trustee/Lenders. 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.8.19.6
    
    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 Section 14.6 hereof.
 8.20
    
    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.
 8.21
    
    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
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the event of occurrence of an Event
of Default or a Potential Event of Default, the said schedule shall be provided to all the
Lenders.
 8.22
    
    Information CovenantsThe Borrower shall furnish to the Facility Agent, and upon occurrence of an Event of
Default or a Potential Event of Default to all Secured Parties, copies of all the notices
and documents that are required to be given pursuant to this Section 8.22.
 8.22.1
    
    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, by facsimile, of
the following:
 (i)
    
    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;(ii)
    
    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 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;(iii)
    
    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 Section;
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(iv)
    
    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;(v)
    
    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;(vi)
    
    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
Documents 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;(vii)
    
    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;(viii)
    
    any proposal by any Governmental Authority 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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(ix)
    
    any dispute between the Borrower and any Material Project
Participant or between the Borrower or any Material Project Participant and
any Governmental Authority in each case relating to the Project;(x)
    
    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;(xi)
    
    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;(xii)
    
    any notice, document, Clearance, authorisation, amendments
to any Transaction Documents 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;(xiii)
    
    any Security Interest (other than a Permitted Security Interest) being
granted or established or becoming enforceable over any of the Borrowers
assets;(xiv)
    
    any proposed material change in the design, nature or scope
of the Project or any change in the business or operations of the Borrower;(xv)
    
    any event, circumstance or condition which requires, or which
the Borrower believes or which the Offtaker has claimed requires,
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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;(xvi)
    
    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;(xvii)
    
    any notice received by the Borrower purporting to cancel or alter the terms
of any Insurance Contract (including any notification of any premium increase
therefor);(xviii)
    
    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;(xix)
    
    copies of any data relative to the performance of any tests
under any Project Document;(xx)
    
    any accident resulting in loss of life of any employee of the
Borrower or any counterparty to any Project Documents occurring at the Project
Site or otherwise arising in India, in each case in connection with the
Project;
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(xxi)
    
    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;(xxii)
    
    any representation, warranty, covenant or condition under the Financing
Documents being or becoming untrue or incorrect in any respect;(xxiii)
    
    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; and(xxiv)
    
    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.
 8.22.2
    
    Consortium Finance InformationProvide all information and certification as may be required by the Facility Agent
or the Lenders to comply with Applicable Law, including but not limited to circular
number RBI/2008-2009/379 dated February 10, 2009 issued by the RBI. The Lenders may
require its consultants to provide certification required to determine compliance
with the abovementioned at the Borrowers cost.
 8.22.3
    
    Required Information and DataIn order to inform the Lenders about the physical progress as well as provide
evidence to the Lenders that the expenditure incurred on the Project is in
accordance with the Project Schedule, the Borrower shall
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provide to the Facility
Agent 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 Lenders 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 Financing
Documents and this sub-section, the Borrower shall deliver such number of copies of
all documents, materials and information as is sufficient for onward delivery to
each of the Lenders.
 8.22.4
    
    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.
 8.23
    
    Financial Covenants
 8.23.1
    
    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
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(iii)
    
    Security Margin shall be maintained as per the Base Case.
 8.23.2
    
    If the Borrower defaults or fails to comply with any of the covenants in Section
8.23.1 (i), (ii) and (iii), the Borrower shall pay additional interest of 1% per annum
over and above the Lending Rate (after taking into account any Default Interest or
Liquidated Damages) 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 20% vis-à-vis
the stipulated levels as indicated above, in respect of any one of the conditions
specified in 8.23.1(i) and (ii) above without attracting such additional interest.
 8.23.3
    
    In case the Borrower continuously defaults in the performance of the above financial
covenants, or in case of a decline in performance levels, the Lenders shall be
entitled to stipulate any other conditions required by them after consultation with
the Borrower.
 8.24
    
    Annual Budget; Operating Plan; Long Term Major Maintenance Plan
 8.24.1
    
    (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
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compliance
with the requirements of this Section 8.24. 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 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 Lenders or the Facility Agent. If the Facility Agent
does not inform the Borrower of the Lenders 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
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been approved by the Lenders.
 (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.8.24.2
    (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 therefore and a revised or updated Long 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
 
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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 with 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.
 8.24.3
    
    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.
 8.25
    
    Bullet Repayment
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The Borrower shall have, to the satisfaction of the Lenders, made arrangements for
repayment of the Rupee Bullet Repayment Amount, at least three (3) months prior to the
Maturity Date.
 8.26
    
    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 Lenders in the manner contemplated in this Agreement and
such other changes as may be required by the Lenders, to the satisfaction of the Facility
Agent.
 8.27
    
    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.
 8.28
    
    Miscellaneous
 8.28.1
    
    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 Lenders of the same.
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8.28.2
    
    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 happening of such
event and suggest remedial measures in relation to the same.8.28.3
    
    The Lenders 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.8.28.4
    
    The Borrower shall, if required by the Lenders based on the review by the Lenders
Engineer, make necessary arrangements for disposal of fly ash to the satisfaction of
the Lenders at least six (6) months prior to Project COD.8.28.5
    
    The Lenders 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.
 9.
    
    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:
 9.1
    
    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
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agrees that it shall not prepay such
loans without the consent of the Facility Agent.
 9.2
    
    Restricted PaymentsThe Borrower shall not make any Restricted Payments before Project COD. After Project COD,
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.
 9.3
    
    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 Talwandi Sabo Power Limited unless consent of the Facility Agent has been obtained; or
(iii) without 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 by the Applicable Law;
or (v) 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.Provided that the Borrower shall not invest any funds in Talwandi Sabo Power Limited
(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.
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Provided further that the Borrower shall not undertake any obligations with respect to any
business or activity being conducted by Talwandi Sabo Power Limited, without the prior
written consent of the Facility Agent.
 9.4
    
    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.
 9.5
    
    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.
 9.6
    
    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
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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.
 9.7
    
    Modifications of Constitutional Documents; Additional Agreements; Assignments and
Modifications of Financing Documents
 9.7.1
    
    The Borrower will not: (i) amend or modify its Memorandum and Articles of
Association which will affect the Borrowers obligations or the Lenders rights under
the Financing 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 Indian 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.9.7.2
    
    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.
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9.8
    
    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.9.9
    
    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 Talwandi Sabo Power 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 Talwandi Sabo Power Limited 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.
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9.10
    
    Transaction Documents
 9.10.1
    
    The Borrower shall not make or agree to 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 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.9.10.2
    
    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.
 9.11
    
    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:
 (a)
    
    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(b)
    
    land constituting the Project Site taken on lease,
without the prior written approval of the Facility Agent.
 9.12
    
    Abandonment
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The Borrower shall not Abandon or agree to Abandon the Project or place it or agree to
place it on a Care and Maintenance basis.9.13
    
    Contingency FundsThe Borrower shall not, utilise the Contingency without prior approval of the Facility
Agent.9.14
    
    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
Lenders shall have a charge on such accounts.10.
    
    CANCELLATION OF THE FACILITYThe undrawn Commitments shall be cancelled at the close of normal working hours on the last
Business Day of the Availability Period. The Borrower shall not cancel the Facility or any
part thereof unless, in the opinion of the Lenders, the representation in Section 6.9 would
not become untrue as a result of such cancellation. The Borrower shall notify the Lenders
and the Facility Agent upon receipt of such approval that the Facility that is being
cancelled.11.
    
    CANCELLATION OF THE FACILITY BY THE LENDERS
 11.1.1
    
    Any Lender may, by notice in writing to the Borrower, cancel its Commitment or any
part thereof, which the Borrower has not withdrawn prior to the giving of such notice.11.1.2
    
    Any Lender may cancel its Commitment only in accordance with this Section 11.
Notwithstanding anything to the contrary, any Lender may cancel whole or part of its
Commitment, without assigning any reason
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whatsoever, including in the event of deterioration in the loan accounts in any
manner whatsoever.
 12.
    
    DISBURSEMENTS BY WAY OF LETTER OF COMMITMENT12.1
    
    Letter(s) of Commitment
 12.1.1
    
    The Rupee Lenders hereby jointly and irrevocably authorise the Issuing Bank to open
one or more Letter(s) of Commitment not exceeding in aggregate, the aggregate of all
their respective Earmarked Amounts, upon the Borrower so requesting and on submission
of the Documentary Credit Application in accordance with the terms of this Agreement,
in favour of the Buyers Credit Lender. Upon issue of a Letter of Commitment, the
Issuing Bank shall notify to each of the Rupee Lenders, their respective Participating
Interest in that Letter of Commitment by a notice in the form set out in Schedule V
hereto (Participating Interest Notice).For the avoidance of doubt, the Issuing Bank, while determining the Participating
Interest of each Rupee Lender shall deduct the aggregate of the face value of all
individual Letters of Commitment issued by such Rupee Lender, if any, under Section
12.1A hereof from the Unutilized LOC Amount of that Rupee Lender.. For every Letter
of Commitment issued, each Rupee Lender irrevocably and unconditionally agrees to
share the credit risk and reimburse to the Issuing Bank an amount equivalent to the
extent of its Participating Interest in that Letter of Commitment.Provided that: (i) the Issuing Bank shall not be obliged to issue a Letter of
Commitment if the aggregate of the Unutilized LOC Amount of all Rupee Lenders for
that Letter of Commitment is less than the face value of that Letter of Commitment;
(ii) the aggregate face value of all Letters of Commitment issued by the Issuing
Bank shall not exceed the Maturity Amount; and (iii) the Issuing Bank shall not be
obliged to issue any Letters of Commitment if the issue of such Letter of
Commitment results
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in the aggregate of the face value of all Letters of Commitment, issued by it
hereunder (but excluding the aggregate Participating Interest of State Bank of
India in all such Letters of Commitment) to exceed Rs. 1400,00,00,000/- (Rupees
Fourteen Hundred Crores Only). For issuance of a Letter of Commitment, the Borrower
shall furnish to the Lenders at the time of submitting the Documentary Credit
Application such documents in connection with the Project Documents or the Buyers
Credit Facility as may be required by the Lenders.For the avoidance of doubt, Life Insurance Corporation of India shall have no
obligation to participate in or issue any Letters of Commitment under this
Agreement.12.1.2
    
    Each drawing made under a Letter(s) of Commitment shall constitute a Disbursement
under this Agreement of:
 (a)
    
    where the Letter of Commitment has been issued by the Issuing
Bank, the drawn portion of the Participating Interest of each Rupee Lender
participating in such Letter of Commitment; or(b)
    
    where the Letter of Commitment has been issued by an Issuing
Lender, of the drawn portion of the face value of such Letter of Commitment,
 to be repayable as a Loan in terms of Section 15 including, for the avoidance of
doubt, the payment of any interest thereon. The Borrower irrevocably and
unconditionally authorizes the Rupee Lenders and the Facility Agent to take all
such actions as it may require for the above purpose.12.1.3
    
    Without prejudice to the generality of Section 12.1.1 and 12.1.2 above, the Borrower
and each Rupee Lender irrevocably and unconditionally:
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(a)
    
    authorise the Issuing Bank/ Issuing Lenders to pay any demand
made under a Letter of Commitment which appears on its face to be in
accordance with the relevant Letter of Commitment:
 (i)
    
    without investigation by the Issuing Bank/
Issuing Lenders or confirmation from the Borrower, any Rupee Lenders
or any other Person; and(ii)
    
    notwithstanding that the Borrower may
dispute the validity of any such demand;
 (b)
    
    agrees and confirms that the Issuing Bank/ Issuing Lender
would be authorised to determine, at its sole discretion, whether a demand
complies with the relevant Letter of Commitment or is discrepant and upon a
payment being made or a determination being made by the Issuing Bank/ Issuing
Lender of a valid demand having been made, the demand will be conclusive
evidence that the demand is correct and has been properly made and any amount
paid shall be regarded as having been properly paid for the purposes of this
Agreement. The Borrower shall not be entitled to and hereby irrevocably waives
all rights and entitlements to claim against, object or dispute the aforesaid
determination of the Issuing Bank/Issuing Lender or any payments made by it
under the Letter of Commitment, whether or not finally the demand was
determined to be discrepant;(c)
    
    agrees that Issuing Bank/Issuing Lender deals in documents
only and shall not be concerned with the legality of the claim or any
underlying transaction or any set-off, counterclaim or defence as between the
Borrower and any other Person or the Buyers Credit Lender and any other
Person;(d)
    
    agrees that this Section 12.1 shall apply in respect of
amounts paid
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under any demand without regard to:
 (A)
    
    the sufficiency, accuracy or genuineness of
any demand or any certificate or statement in connection with any
demand;(B)
    
    any incapacity of, or limitation upon the
powers of, any person signing or issuing any demand or certificate or
statement in respect of any demand; or(C)
    
    any other condition;
 (e)
    
    agrees that if Issuing Bank or the Issuing Lender pays any
demand under a Letter of Commitment such amount shall be regarded as having
been properly paid for the purposes of this Agreement.
 12.1.4
    
    (a)
    
    The Borrower may request and the Rupee Lenders may permit, any Disbursement from
their Unutilized Earmarked Amount in accordance with the terms of this Agreement, and
such drawing shall constitute a Drawdown under this Agreement. The Borrower and Rupee
Lenders shall notify the Issuing Bank if any Drawdown is made from their Unutilized
Earmarked Amount.
 (b)
    
    Upon such Drawdown, the Earmarked Amount with respect to the
relevant Rupee Lenders shall be reduced by the amount of such Drawdown.
 12.1.5
    
    The Borrower agrees, confirms and declares that:
 (a)
    
    the import of Goods is/are not in contravention of Trade
Policy/Exim Policy guidelines prescribed by the GOI from time to time.(b)
    
    it has a valid Import Export code number assigned by the
Director General of Foreign Trade and is authorised to undertake imports of
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the Goods.(c)
    
    the transaction covered under the Facility and the issue of
Letter of Commitments do not involve and are not designed for the purpose of
any contravention or evasion of the provisions of Foreign Exchange Management
Act, 1999 or of any rule, regulations, notifications direction or order made
thereunder or of any other law, rule, regulation or direction.(d)
    
    the Letter(s) of Commitment may be amended and/or modified by
the Issuing Bank/ Issuing Lender in its absolute discretion, including for an
increased limit on the Borrower giving the Issuing Bank/Issuing Lender written
instruction for the same and in such an event, such amendment/ modification
will be deemed to form part of the Documentary Credit Application and will be
governed by the terms hereof and the Borrower agrees, covenants, records and
confirms that it shall be bound by the same as if such amendment/modification
including the increased limit had originally constituted the term of the
relevant Letter of Commitment.
 12.1.6
    
    The Borrower further confirms and declares that it is in compliance with provisions
of Applicable Law with respect to import of Goods and the transactions covered under
the Facility.12.1.7
    
    The Borrower agrees that the transmission of all instructions and communications
under the Letter(s) of Commitment and the shipping of Documents and the Goods
thereunder are entirely at its risk. No Lender or its correspondents or agents shall
be responsible for any error or delay in such transmission or loss or delay in
delivery of the Documents or the Goods.12.1.8
    
    The Borrower and each Rupee Lender agrees, confirms and declares for
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itself that:
 (a)
    
    the Documentary Credit Application of the Borrower and the
Participating Interest of each Rupee Lender shall be deemed to have been
accepted by such Rupee Lender when advice of the issuance of the Letter of
Commitment has been sent to the Buyers Credit Lender, with a copy of such
advice to each Rupee Lender through SWIFT/tested telex/airmail and the
Participating Interest Notice has been issued; and(b)
    
    the date of receipt of the Documents by Issuing Bank/Issuing
Lender under the Letter(s) of Commitment as registered in the records of
Issuing Bank/Issuing Lender shall be conclusive and binding on it and it shall
not have a right to demand and seek verification of any of the Documents.
 12.1.9
    
    The Borrower undertakes to submit to the Rupee Lenders, if so required by them, the
exchange control copy of the relative customs bills of entry within the time limit
stipulated by the Reserve Bank of India.
 12.1A
    
    Issue of Individual Letter(s) of CommitmentAny Rupee Lender may, upon request by the Borrower, and with
prior written approval of the Facility Agent, issue individual
Letter(s) of Commitment having a face value not exceeding an
amount equal to the maximum extent of its Unutilized LOC Amount,
in favour of the Buyers Credit Lender (such Rupee Lender, in its
capacity as an issuer of a Letter of Commitment shall be referred
to in this Section 12 as the Issuing Lender).12.2
    
    Terms and Conditions of the Letter(s) of Commitment
 12.2.1
    
    Affirmative and Negative Covenants
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In addition to Sections 8 and 9 of this Agreement, the Borrower covenants and
agrees that, until Final Completion:
 (a)
    
    The Borrower shall not suspend or terminate; or take any
action which would entitle the counterparty(ies) to the Project Documents to
suspend or terminate the Project Documents in respect of which Letter(s) of
Commitment have been issued, or the Buyers Credit Lender to terminate the
Buyers Credit Facility Agreement without the prior written approval of the
Lenders;(b)
    
    The Borrower agrees to take such actions under the Project
Documents or the Buyers Credit Facility Agreement, as may be directed by the
Lenders; and(c)
    
    The Borrower shall during the Availability Period, if
required by the Lenders, hedge the foreign exchange risk to the satisfaction
of the Lenders.
 12.2.2
    
    Indemnity from the Borrower
 (a)
    
    The Lenders shall not be liable for any losses, liabilities,
costs, damages, expenses or inconvenience whatsoever incurred by the Borrower
or by any other Person pursuant to any action by the Borrower in accordance
with Section 12.2.1 above. The Borrower shall indemnify the Lenders against
any costs, charges, expenses, losses, liabilities, claims, actions, suits or
proceedings (including arbitral proceedings) arising, incurred, made or filed
by the Borrower or by any other Person in connection with any action of the
Borrower in accordance with Section 12.2.1 above.(b)
    
    The Borrower hereby agrees to pay to the Rupee Lenders on
demand, all costs (including legal costs on a full indemnity basis), customs
duty, penalty, demurrage, storage charges, clearing and
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forwarding charges and all other charges and expenses including any costs
incurred by the Rupee Lenders on account of devaluation of rupee against
the US Dollar with respect to the Letter of Commitment and/or in
connection with opening, establishing, participating in the issue of any
Letter(s) of Commitment or taking any action thereunder or in the exercise
or enforcement of any right or power hereby conferred or otherwise
howsoever and further agrees and undertakes to hold the Rupee Lenders safe
and harmless and keep it indemnified against any claim, action or
proceedings made or brought against the Rupee Lenders, its correspondents
or agents, as also against any liability or loss incurred or suffered by
it, its correspondents or agents by reason of it having established the
Letter(s) of Commitment.(c)
    
    The Borrower hereby agrees to indemnify and keep the Lenders
indemnified against any liability, loss, damages, reasonable and actual costs
and expenses (including legal expenses) awarded against or incurred or paid by
the Lenders as a result of or in connection with the Lenders making payment
outside India to the Buyers Credit Lender, under the Letter(s) of Commitment,
without deducting tax in India whether or not such payment attracts
withholding tax in India or requires due certification by a qualified
accountant.
 12.2.3
    
    The Facility will be disbursed by the Rupee Lenders during the Availability Period:
 (a)
    
    in accordance with Section 5 of this Agreement in respect of
sums disbursed by way of Drawdown; and(b)
    
    as and when a drawing is made on the Letters of Commitment in
accordance with the terms thereof.
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12.2.4
    
    Any Letter of Commitment which has been retired, has expired, or under which all
payments have been made, shall not be reinstated.
 12.3
    
    Charges
 12.3.1
    
    The Borrower shall pay, in advance to the Issuing Bank, fronting commission, for its
own account, at the rate to be specified by the Issuing Bank (the Fronting Commission
Rate) on the aggregate of the undrawn face value of the Letter(s) of Commitment (the
Fronting Commission), for each LOC Commission Period, on the LOC Commission Payment
Dates. The Borrower shall pay to each Rupee Lender, who has issued any Letter of
Commitment, commission at the LOC Commission Rate on the proportionate value of the
undrawn face value of the Letter(s) of Commitment (the LOC Commission) calculated as
per its respective Participating Interest, for each LOC Commission Period, on the LOC
Commission Payment Dates. For the avoidance of doubt, if any Issuing Lender has issued
individual Letters of Commitment under Section 12.1A, the Borrower shall pay to such
Issuing Lender, LOC Commission for each LOC Commission Period at the LOC Commission
Rate on the undrawn face value of all such individual Letter(s) of Commitment issued.12.3.2
    
    Additionally, the Borrower shall pay:
 (a)
    
    SWIFT charges per Letter(s) of Commitment or such other
amounts as may be specified by the Issuing Bank/ Issuing Lender from time to
time;(b)
    
    for all the Documents negotiated, a document handling charge
as may be specified by the Issuing Bank/ Issuing Lender from time to time of
the value of the Documents negotiated;(c)
    
    amendment Charges of each Letter of Commitment and associated
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SWIFT charges, each as may be specified by the Issuing Bank/Issuing Lender
from time to time per amendment;(d)
    
    any charges that may be levied as per FEDAI rules in force
from time to time for any early/late delivery of the relevant foreign
exchange/currency under the forward exchange contract if any, booked by the
Borrower;(e)
    
    commission or other bank charges and out of pocket charges
(at actuals) including but not limited to remittance of monies to the Buyers
Credit Lender, SWIFT, telex, telephone, facsimile, air mail and courier
charges, and all other reasonable and actual costs, charges and expenses
incurred at any time by the Lenders (including any payment made or liability
incurred on behalf of the Borrower, together with interest, and costs, charges
and expenses thereon) with respect to the issue, amendment, renewal,
extension, maintenance or payment under the Letter(s) of Commitment.
 12.4
    
    AdvancesThe procedure specified in Section 5 of this Agreement shall not be applicable to the
Disbursement under the Facility pursuant to a Letter(s) of Commitment except in the event
specified in Section 12.1.4.12.5
    
    Payment under Letter of Commitment
 (a)
    
    If the Buyers Credit Lender presents a claim, under any Letter(s) of
Commitment, and the Issuing Bank determines that the Documents, if any, submitted
along with claim are non-discrepant, or is satisfied that the discrepancies have been
resolved, then Issuing Bank shall make payments to the Buyers Credit Lender of the
amount claimed (Claimed Amount) in the manner required under the Letter of
Commitment. Issuing Bank may in the first instance honour the claim or demand so made
on it by the
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Buyers Credit Lender out of its own funds provided such claim or demand shall have
been otherwise found to be in accordance with the terms of the Letter(s) of
Commitment. Issuing Bank shall honour the claim/demand made by the Buyers Credit
Lender irrespective of whether the Borrower or the Lenders have made payments to
Issuing Bank and any losses or expenses suffered by the Issuing Bank on this
account, including interest suffered by it on account of funds required or sought
by it for meeting the obligations, shall be on account of the Borrower and the
particular Lender who has not paid its respective amounts.(b)
    
    If the Buyers Credit Lender presents a claim, under any Letter(s) of
Commitment issued by any Issuing Lender under Section 12.1A, and such Issuing Lender
determines that the Documents, if any, submitted along with claim are non-discrepant,
or is satisfied that the discrepancies have been resolved, then such Issuing Lender
shall make payments to the Buyers Credit Lender of the amount claimed in the manner
required under the Letter of Commitment.
 12.6
    
    Payment of Amount ClaimedUnless a payment under any of the Letter(s) of Commitment is restrained by an order of a
competent court, the Issuing Bank/ Issuing Lender shall be at liberty to make payment of
the amount claimed under the Letter(s) of Commitment on the Payment Date if the claim or
demand of the Buyers Credit Lender is otherwise found to be in order. Each Rupee Lender
shall unconditionally and irrevocably contribute ratably and pay to the Issuing Bank,
without any set-off, such sums as are equivalent to the proportion that its Participating
Interest in such Letter of Commitment bears to the Claimed Amount towards any such payment
made by Issuing Bank, notwithstanding any dispute between the Borrower and the Lenders
and/or any direction to the contrary that may be given, represented, affirmed, etc. by the
Borrower on the ground of any dispute between the Borrower and the Buyers Credit Lender or
counterparty(ies) to the Project Documents or between the Borrower and any of the Lenders.
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12.7
    
    Conditions Precedent to the Issuance of the Letter(s) of CommitmentIssuance of Letter(s) of Commitment by the Issuing Bank/ Rupee Lender under this Agreement
shall be subject to the fulfillment or waiver (in accordance with the Financing Documents)
of the conditions precedent set out in Section 7 of this Agreement. For the avoidance of
doubt, (i) the conditions set out in Section 7 of this Agreement shall not be applicable to
Disbursements by way of drawing under the Letter(s) of Commitment; and (ii) the conditions
set out in Section 7 of this Agreement shall be applicable to Disbursement made under
Section 12.1.4 hereof.12.8
    
    ValidityNotwithstanding anything contained in this Agreement, no Letter of Commitment having a
validity period extending beyond the Availability Period shall be issued under this
Agreement. The Borrower shall not avail of the Buyers Credit Facility having maturity date
beyond the Availability Period.12.9
    
    Terms and ConditionsThe Letters of Commitment shall be either usance or sight Letters of Commitment within the
usance period permitted by the RBI. The detailed terms and conditions of each Letter of
Commitment shall be as specified by the Issuing Bank, or the relevant Rupee Lender, as the
case maybe.12.10
    
    Applicable LawThe issuance of any Letter of Commitment under this Agreement shall be in compliance with
the ECB Guidelines and all other rules and regulations made under the Foreign Exchange
Management Act, 1999.13.
    
    LIABILITY OF AND PAYMENTS BY LENDERS
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13.1
    
    Notice of DemandIn the event of Issuing Bank being called upon or otherwise required at any time to make
payment under any Letter(s) of Commitment, then Issuing Bank shall immediately issue notice
of demand (Notice of Demand) on the Rupee Lenders with a copy to the Borrower along with
a copy of each of the Documents. The Notice of Demand shall specify:
 (i)
    
    the Claimed Amount;(ii)
    
    the Payment Date;(iii)
    
    the contribution of the Rupee Lenders with respect to the Claimed Amount in
proportion to their Participating Interest in that Letter of Commitment(Claimed
Share);(iv)
    
    the Due Date for receipt of the Participating Interest; and(v)
    
    the Crystallized Rupee Amount with respect to the Participating Interest.
 The Rupee Lenders shall, at the option of Issuing Bank, pay directly to Issuing Bank their
respective Claimed Shares in that Letter of Commitment either: (i) in the relevant foreign
currency; or (ii) in the Crystallized Rupee Amount as determined by Issuing Bank.The Rupee Lenders irrevocably agree that if the Issuing Bank has, prior to receiving their
comments, if any, on the Documents and prior to the demand from the Buyers Credit Lender
becoming irrevocable against the Issuing Bank in terms of the ICC Uniform Customs &
Practises for Documentary Credits, made a determination that the Documents and the demand
are in compliance with the terms of the Letter of Commitment, then such determination shall
be valid and binding on the Rupee Lenders.13.2
    
    Payment by the Lenders and the Borrower
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13.2.1
    
    Notwithstanding anything contrary contained in any of the other Financing Documents,
the Rupee Lenders irrevocably agree and confirm to the Issuing Bank that they shall
forthwith and unconditionally, upon receipt of a Notice of Demand from the Issuing
Bank, pay to the Issuing Bank at its Lending Office or any other place specified in
the notice on the Due Date, without demur or protest, the amount of their
Participating Interest, and if such payment is after the Due Date for such payment,
together with interest thereon at the Default Rate from the date of remittance of the
payment to the Buyers Credit Lender until reimbursement thereof by the Rupee Lenders
as mentioned in the Notice of Demand. Such interest shall become payable upon the
footing of compound interest with monthly rests.13.2.2
    
    Notwithstanding Section 13.2.1 above, if the Issuing Bank is called upon to pay, or
pays, all or any of the monies in pursuance of the Letter(s) of Commitment, the
Borrower shall forthwith, without any demur or protest, pay to the Issuing Bank at its
Lending Office or such other place specified, all amounts paid by the Issuing Bank and
not reimbursed by the Rupee Lenders or the Borrower as the case may be, including the
Unreimbursed Drawings, and including without limitation all reasonable and actual
costs, charges and expenses whatsoever payable or paid, suffered or incurred by the
Issuing Bank in respect of or in relation to or arising out of the obligations
undertaken by the Issuing Bank under such Letter(s) of Commitment together with
interest on such amount, from the date when they were first paid or incurred by the
Issuing Bank until payment by the Borrower in full at the Default Rate. The Borrower
shall, at the option of the Issuing Bank, pay the claimed amounts or reimburse the
Unreimbursed Drawings, as the case may be, to the Issuing Bank either: (i) in the
relevant foreign currency; or (ii) the Crystallized Rupee Amount as determined by the
Issuing Bank.13.2.3
    
    A certificate in writing signed by an authorised officer of Issuing Bank stating the
amount payable by the Rupee Lenders hereunder, shall be
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conclusive evidence against them of the amount due to Issuing Bank, save for
manifest error.
 13.3
    
    Liability of Lenders
 13.3.1
    
    The Rupee Lenders shall be unconditionally and irrevocably liable to reimburse the
Issuing Bank in proportion to their respective Participating Interests immediately on
the receipt of a Notice of Demand from Issuing Bank, any expenditure which the Issuing
Bank may have incurred in connection with the Letter(s) of Commitment, if the same
shall not have been forthwith reimbursed by the Borrower, together with interest at
the rate as mentioned hereinabove.13.3.2
    
    No Rupee Lender shall exercise any right of set-off, counter-claim, lien or any
other right to which it may be entitled, against any credit balance or assets of the
Borrower or of any other person liable for the Borrower, lying with such Rupee Lender
and notwithstanding the exercise of any right of set-off, counter-claim, lien or any
other right, the Rupee Lenders shall continue to be unconditionally and irrevocably
liable to reimburse Issuing Bank in proportion to their respective Participating
Interests immediately on receipt of a Notice of Demand from the Issuing Bank.
 13.4
    
    Distribution of Dues Received And Costs Amongst the Lenders
 13.4.1
    
    Issuing Bank shall be liable on its part to distribute amongst the Rupee Lenders
their pro rata shares in all dues, charges and expenses, forthwith upon the same being
received, collected or recovered from the Borrower or any other person in connection
with the Facility, after deducting from such income or dues, all costs charges and
expenses that may have been properly incurred by the Issuing Bank in the course of its
collection or recovery, and pending such distribution, the moneys shall be held by
Issuing Bank in trust for the Rupee Lenders, it being understood that only such of the
Rupee Lenders who shall have contributed its/their respective
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share towards payment of a Claimed Amount including interest thereon, if any, will
become entitled to be paid their pro rata shares from receipt/ recovery of dues
relating to such payment.13.4.2
    
    If Issuing Bank shall contribute on behalf of any defaulting Rupee Lender towards
the Claimed Amount or towards its share in any expenditure incurred by Issuing Bank in
connection with the Letter(s) of Commitment, then the Issuing Bank shall be entitled
to reimburse itself for such contribution from the monies received/ recovered from the
Borrower or any other person, to the extent of its contribution on behalf of the
defaulting Rupee Lender.13.4.3
    
    If the Borrower shall have paid directly to a Rupee Lender its pro rata share of the
expenditure incurred by the Issuing Bank in connection with the Letter(s) of
Commitment, and the Issuing Bank has not been reimbursed the monies expended by the
Issuing Bank by such Rupee Lender, then such Rupee Lender shall forthwith on demand
repay/ pay to Issuing Bank the amount of such payment together with interest thereon
at the Default Rate of the Issuing Bank till receipt of payment.13.4.4
    
    All monies received by the Issuing Bank or any of the Rupee Lenders from the
Borrower or any other person in respect of any liability of the Borrower under the
Facility shall be apportioned amongst the Rupee Lenders in accordance with the
provisions of this Agreement in such a manner that at all times, each Rupee Lenders
share in respect of the moneys received as at the date of receipt, shall be in the
same proportion that its Participating Interest shall bear to the total of such dues
of the Rupee Lenders, and if any Rupee Lender shall receive moneys (such Rupee Lender
for the purpose of this Section 13 being referred to as the Receiving Bank) towards
any sum due to it in respect of the Facility in a greater proportion then the sum due
to it, the Receiving Bank shall subject to the provisions of this Agreement, promptly
pay over the excess amount to Issuing Bank along with interest at the Default Rate
from the date of
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receipt of such excess amount until payment to Issuing Bank. Issuing Bank shall
thereupon forthwith distribute such excess amount together with interest thereon
amongst the other Rupee Lender(s) in proportion to their dues provided however that
if any part of such excess amount shall subsequently be required to be
repaid/refunded by the Receiving Bank to any other person entitled thereto, then
each Rupee Lender who may have received any part thereof from Issuing Bank shall
repay to Issuing Bank for the account of the Receiving Bank such amount as shall be
necessary to ensure that all the Rupee Lenders share rateably in any part of such
excess amount so retained.13.4.5
    
    Any moneys distributed by the Issuing Bank to each of the Rupee Lenders in
accordance with the aforesaid provision in payment of dues shall be in pro tanto
satisfaction of the dues owing to each Rupee Lender under the Facility but as between
each of the Rupee Lenders and the Borrower, the Rupee Lenders shall be entitled to
enforce their rights against the Borrower for the balance dues owing to them by the
Borrower.
 13.5
    
    Maintenance of Accounts and Records by Issuing Bank
 13.5.1
    
    Issuing Bank will furnish copies of the Letter(s) of Commitment to the Rupee Lenders
soon after issuance thereof, for their perusal and record and will consult the Rupee
Lenders prior to making or permitting any variation, amendment or modification in the
Letter(s) of Commitment or granting any extension thereof.13.5.2
    
    the Issuing Bank shall open and maintain a control account or accounts according to
its normal practice showing the amount of the Letter(s) of Commitment issued and
outstanding and interest accrued, if any, and the amount of any other sum due from the
Borrower including payment that may have been made by Issuing Bank under any Letter(s)
of Commitment and all reimbursements/payments with respect thereto made to the Issuing
Bank from time to time by the Borrower and/or any other person. In any
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legal action or proceedings that may be taken by the Issuing Bank on behalf of the
Rupee Lenders, such control account or accounts shall, save for manifest error, be
conclusive as to the total amount of principal, interest, commission and other sums
due from the Borrower to the Rupee Lenders in respect of the Facility under this
Agreement or the Financing Documents.13.5.3
    
    Issuing Bank shall also maintain a memorandum (mirror) account in the name of each
Rupee Lender showing: (i) the face value of the Letter(s) of Commitment issued and
outstanding, the Participating Interest of each Rupee Lender in respect of its
liability thereunder; (ii) the amount of any sum including interest, if any, due from
the concerned Rupee Lender in respect of its participation in the Facility and all
payments with respect thereto made to Issuing Bank by such Rupee Lender; and (iii) the
distribution of pro rata payment(s) made by Issuing Bank to the Rupee Lenders from
time to time according to their respective entitlement. Each such memorandum account
shall be conclusive as to the amount due to or from each of the Rupee Lenders from
time to time, save for manifest error.
 13.6
    
    Indemnity by the Rupee LendersTo the extent that the Borrower shall fail to reimburse and indemnify the Issuing Bank for
all costs, charges and expenses that may be properly incurred by the Issuing Bank in suing
for or recovering any moneys due to the Rupee Lenders in respect of the Facility or in
preserving the security and protecting the rights of the Rupee Lenders against the Borrower
or any other person, the Rupee Lenders shall reimburse and indemnify the Issuing Bank (in
the proportion that their respective dues shall bear to the total of such dues of all the
Rupee Lenders at the date on which legal action shall have been first commenced by the
Issuing Bank), against all claims, demands, actions, proceedings, costs, charges and
expenses which may be brought or taken against or incurred or sustained by Issuing Bank in
connection with the Letter(s) of Commitment or otherwise in respect of the Facility.
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13.7
    
    Recovery by Rupee Lenders
 13.7.1
    
    If any of the Rupee Lenders shall at any time recover any moneys in respect of the
Facility, whether by way of set-off or lien or upon enforcement and realisation of the
security, such Rupee Lenders shall pending distribution, hold such moneys in trust for
the Rupee Lenders and subject to provisions herein, forthwith distribute the same
amongst the Rupee Lenders in consultation with the Issuing Bank, in proportion to
their respective dues, together with interest at such rate as would be chargeable by
Issuing Bank to the Borrower, from the date of receipt of moneys by such Rupee Lenders
until payment to other Rupee Lenders.13.7.2
    
    Notwithstanding anything hereinabove contained in this Agreement, none of the Rupee
Lenders shall be obliged to share with the other Rupee Lenders any moneys which may
have been received/recovered by it/them as a result of or pursuant to any legal
action, suit or proceedings initiated by it/them for recovery of its/their dues in
respect of the Facility, if such other Rupee Lender(s) elect not to join the Rupee
Lender(s) as co-plaintiffs in such action, suit or proceedings.
 14.
    
    INTEREST14.1
    
    Interest
 14.1.1
    
    The Borrower shall pay on each Interest Payment Date to the Rupee Lenders, interest
on each Advance and on the Loan for the Interest Period at the Lending Rate.14.1.2
    
    On the First Interest Reset Date the Rupee Lenders may reset the Lending Rate for
the Loan. Thereafter the Rupee Lenders may reset the Lending Rate on each Interest
Reset Date during the currency of the Facility and the Borrower shall pay interest on
the Loan at the reset Lending Rate from the last date of the month in which the
Lending Rate is so reset. The
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Rupee Lenders shall notify to the Borrower and the
Facility Agent of such reset Lending Rate.14.1.3
    
    The Lending Rate shall be subject to changes from time to time as per the guidelines
of Reserve Bank of India/ GOI.
 14.2
    
    Due DatesThe Borrower shall pay the Lenders, all amounts payable under the Financing Documents on
their respective Due Dates.14.3
    
    Upfront FeeThe Borrower shall pay to each Rupee Lender a non refundable upfront fee of 0.20% of its
Commitment plus the applicable Interest Tax on the amount of the Commitment (Upfront Fee)
and such fee shall have been paid simultaneously with or prior to the date of this
Agreement.14.4
    
    Agent FeesIn consideration of the Facility Agent agreeing to act as an agent of the Lenders and the
Lenders agreeing to advance the Facility, the Borrower agrees to pay to the Facility Agent,
the fees as set out in the Fee Letter.14.5
    
    Drawdown Schedule and Commitment Fee
 14.5.1
    
    The Borrower shall at least thirty (30) days prior to the Initial Drawdown 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.14.5.2
    
    The Borrower shall pay to the Rupee Lenders, a commitment fee of 1.00%
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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 Borrower shall have the
option to modify/ revise such Drawdown schedule upon delivery of notice to the Rupee
Lenders of at least thirty (30) days prior to the actual Drawdown Dates without
payment of any Commitment Fee. Such revised Drawdown Schedule shall be applicable from
the next Drawdown Schedule Period. The initial Drawdown Schedule and all such revised
Drawdown Schedules shall be deemed to be part of this Agreement.14.5.3
    
    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; or(b)
    
    the amount estimated to be utilized towards reimbursement of
the Borrower against amounts spent towards the Project Cost,
 in that Drawdown Schedule Period.
 14.6
    
    Default Interest or Liquidated DamagesWithout prejudice to the obligations of the Borrower under the Financing Documents,
repayment of principal amounts, and on all costs, charges, expenses and other monies
accruing due to or incurred/paid by the Lenders 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 / liquidated damages (Default Interest or Liquidated Damages) at
the Default Rate. Such Default Interest or Liquidated Damages will be computed from the
respective Due Date of payment or incurring of such costs, charges, expenses and
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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 Dates.14.7
    
    Additional InterestThe Rupee Lenders may at their sole discretion make disbursements out
of the Facility pending creation and perfection of the Security in
favour of the Lenders. Unless the Lenders otherwise agree, in the
event the Borrower does not create and perfect the Security in a form
and manner satisfactory to the Lenders prior to the Initial Drawdown
Date, the Advances made by the Lenders pending creation and
perfection of the Security shall carry additional interest at the
rate of 1.00% per annum plus Interest Tax or other statutory levy, if
any, (Additional Interest) computed from the Initial Drawdown Date
till creation and perfection of Security in a form and manner
satisfactory to the Lenders. The Additional Interest shall be payable
forthwith upon demand by the Lenders. The levy of Additional Interest
shall be without prejudice to any other rights or remedies available
to Lenders under the Financing Documents.14.8
    
    Interest TaxThe Borrower shall pay to the Rupee Lenders, Interest Tax as applicable from time to time.15.
    
    REPAYMENTS15.1
    
    Repayment Mechanism
 15.1.1
    
    The Borrower shall repay the Loan to the Rupee Lenders in the amounts, in the number
of instalments and on the dates (Repayment Dates) as specified in the Repayment
Schedule (each such instalment payable to the Rupee Lenders is hereinafter referred to
as the Repayment Instalment).
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The first Repayment Instalment shall be due on the
First Repayment Date and subsequent Repayment Instalments shall be due on each
successive Repayment Date.15.1.2
    
    The Rupee Bullet Repayment Amount together with all other amounts due and
outstanding under this Agreement shall be repaid in full on the Maturity Date.15.1.3
    
    No amounts repaid under the Facility may be re-borrowed.15.1.4
    
    The Borrower undertakes to repay the Repayment Instalments of the Facility in
accordance with the Repayment Schedule. If, for any reason, the amount finally
disbursed by the Rupee Lenders under this Agreement is less than the amount of the
Commitment, the Repayment Instalments shall stand reduced proportionately but shall be
payable on the same dates as specified in the Repayment Schedule set forth in Schedule
IV hereto.15.1.5
    
    The Rupee Lenders may, if so warranted in their 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.
 16.
    
    PREPAYMENTS AND COMMITMENT REDUCTIONS16.1
    
    Voluntary PrepaymentThe Borrower may prepay all or any portion of the Loan as provided hereinafter. Where such
prepayment is made in a manner other than as contemplated in Section 16.1(a) to (d)
hereinbelow, the Borrower shall pay a penalty of 1% (one per cent) of the amount so
prepaid. The Borrower may prepay all or any portion
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of the Loan, without payment of such
penalty only in the following circumstances:
 (a)
    
    the prepayment is effected at the instance of the Rupee Lenders;(b)
    
    the prepayment is made on an Interest Reset Date, provided prior notice of
thirty (30) days has been provided to the Rupee Lenders prior to such prepayment;(c)
    
    the prepayment is made as per Section 16.2 (Mandatory Prepayment); and(d)
    
    the prepayment is made within three (3) months of the Interest Reset Date, if
the revision in rate of interest on such Interest Reset Date is not acceptable to the
Borrower, and the Borrower provides notice of its intention to prepay the Facility or
any part thereof to the Rupee Lenders within one (1) month after such Interest Reset
Date.
 16.2
    
    Mandatory Prepayment
 16.2.1
    
    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.16.2.2
    
    The surplus amounts in the Construction Account at Final Completion shall be
utilised in accordance with the provisions of the Trust and Retention Account
Agreement.
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16.2.3
    
    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 Rupee Bullet Repayment Amount.
 16.3
    
    General Provisions in respect of Prepayment
 16.3.1
    
    Any notice of prepayment under this Agreement is irrevocable. The Rupee Lenders and
the Facility Agent shall notify each other promptly of receipt of any such notice.16.3.2
    
    All prepayments under this Agreement shall be made together with accrued interest on
the amount prepaid and any other amounts payable under this Agreement.16.3.3
    
    No prepayment is permitted except in accordance with the express terms of this
Agreement.16.3.4
    
    No amount prepaid under this Agreement may subsequently be re-borrowed under the
Financing Documents.16.3.5
    
    All prepayments pursuant to Section 16.1 shall be offered to each Rupee Lender
proportionately and shall not be less than the amount of Rs. 50,00,00,000 (Rupees
Fifty crores) in aggregate and Rs. 1,00,00,000 (Rs. One crore) for each individual
Lender. This Section 16.3.5 shall not be applicable to mandatory prepayments made as
per Section 16.2.16.3.6
    
    In the event that the Project Costs are less than the Estimated Project Costs on
account of reduction of any duties/taxes or price negotiations under the Project
Documents or for any other reason, any surplus amounts lying in the Construction
Account at Final Completion that are attributable towards such reduction in Project
Costs shall be utilised for pro-rata reduction in the amount of the Loans and the
Required Equity (subject to Applicable Law).
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16.3.7
    
    Any prepayment made under the cash sweep option of the Rupee Lenders shall be
applied towards prepayment of the Rupee 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 Rupee
Bullet Repayment Amount.
 17.
    
    PAYMENTS17.1
    
    PlaceAll payments to be made by the Borrower to the Lenders in terms of this Agreement shall be
made directly to the Lenders at its Lending Office or at such other place as may be
specified by the Lenders, by telegraphic, telex, real time gross settlement or mail
transfer to the account of the Lenders or by cheque/bank draft drawn in favour of the
Lenders on a scheduled bank at Mumbai or such other place or to such other account as the
Lenders may notify the Borrower.17.2
    
    TimeExcept to the extent otherwise provided herein, all Unreimbursed Drawings, payments and
prepayments of Loan and interest on the Loan, Fronting Commission, LOC Commission, costs,
fees, indemnities and other amounts payable by the Borrower under this Agreement or any
other Transaction Document shall be made by the Borrower to the Lenders by credit to
respective accounts to be designated by the Lenders not later than 11.00 a.m. Mumbai time
on the Due Date (each such payment made after such time on such Due Date to be deemed to
have been made on the next succeeding Business Day).17.3
    
    CurrencyAmounts payable under this Agreement are payable in Rupees.
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17.4
    
    Set-off and CounterclaimAll payments made by the Borrower under this Agreement shall be made without deduction,
set-off or counterclaim.17.5
    
    Non-Business DaysIf a payment under this Agreement is due on a day, which is not a Business Day, the Due
Date for that payment shall instead be the immediately preceding Business Day.17.6
    
    Appropriation
 17.6.1
    
    Any amounts due and payable by the Borrower under this Agreement shall be
appropriated by Lenders towards such dues in the following order viz.,
 (a)
    
    Default Interest or Liquidated Damages;(b)
    
    interest, Fronting Commission, LOC Commission, costs,
charges, fees, expenses and other monies;(c)
    
    interest on costs, charges, fees, expenses and other monies;(d)
    
    prepayment premium; and(e)
    
    Repayment Instalments and Unreimbursed Drawings.
 17.6.2
    
    Notwithstanding anything contained in Section 17.6.1, the Lenders may, in their
absolute discretion, appropriate in any manner, such payment towards the dues, if any,
payable by the Borrower in respect of any Financing Document.
 17.7
    
    Realisation at Par
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17.7.1
    
    All rupee sums payable under this Agreement shall be so paid by the Borrower as to
enable the Lenders to realise the monies at par on the Due Dates.17.7.2
    
    Any difference on account of exchange fluctuations in the rates of foreign
currencies involved between the payment made by the Borrower to the Lenders and the
actual amounts incurred by the Lenders under this Agreement or the Letter(s) of
Commitment shall be borne by or be given credit to the Borrower.
 17.8
    
    AccrualAll interest and other costs, charges, expenses shall accrue from day to day and be
calculated on the basis of the actual number of days elapsed and a year of 365 days.18.
    
    FACILITY AGENT AND SECURITY TRUSTEEThe Borrower and the Lenders agree that the Facility Agent and Security Trustee shall have
the benefit of all protections, indemnities and limitations on liability contained in the
Financing Documents.19.
    
    EXPENSES AND INDEMNIFICATIONS19.1
    
    Payment of Expenses
 19.1.1
    
    The Borrower shall, subject to submission of evidence as is available at the time or
a certificate from the Facility Agent certifying such expenditure, whether or not the
transactions herein contemplated are consummated, pay: (i) all out-of-pocket costs and
expenses (including all Taxes (including stamp taxes)), fees and disbursements of the
Lenders Counsel, duties, fees or other charges payable to, the Facility Agent and the
Secured Parties (including, without limitation, collection/remittance
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charges in
relation to the disbursement of the Facility) in connection with: (A) the preparation,
notarisation, execution, issue and delivery and, where appropriate, registration, or
for the legality, validity, enforceability, of this Agreement, the other Financing
Documents and any other documents and instruments related hereto or thereto (including
legal opinions); (B) any amendment or modification to, or the protection or
preservation of any Borrowers assets including any right or claim under, or consent
or waiver in connection with, or any inspection, investigation of title to the
Borrowers assets or otherwise or consultation undertaken by the Facility Agent or the
Secured Parties, (whether or not known to or approved by the Borrower) of the
Borrowers performance under or compliance with, this Agreement, the other Financing
Documents or any such other document or instrument related hereto or thereto; (C) the
registration (where appropriate) and the delivery of the evidences of indebtedness
relating to the Facility, and the Drawdowns thereof; and (D) the enforcement of this
Agreement, the other Financing Documents and any other documents and instruments
referred to herein and therein (including, without limitation, the fees of Lenders
Counsel); (ii) the fees of the Lenders Engineer for services performed pursuant to the
Lenders Engineer Appointment Letter; and (iii) the fees of the Lenders Insurance
Consultant for services performed pursuant to the Insurance Consultancy Appointment
Letter.19.1.2
    
    The Borrower shall, whether or not the transactions herein contemplated are
consummated: (i) pay and hold each of the Facility Agent or the Secured Parties
harmless from and against any and all present and future stamp and other similar taxes
with respect to the matters described in Section 19.1.1 and further hold each of the
Facility Agent and the Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the
extent attributable to such Facility Agent or Secured Party) to pay such taxes; and
(ii) indemnify each of the Facility Agent or the Secured Parties and each of their
respective officers, directors, employees, representatives, attorneys and agents from
and hold each of them harmless against any and all
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liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, arbitration proceedings, costs,
expenses and disbursements incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of, litigation or other proceeding (whether or
not the Facility Agent or such Secured Party is a party thereto) related to the
entering into and/or performance of any Transaction Document or the disbursement of,
or use of the proceeds of, any Facility or the implementation or consummation of any
transactions contemplated herein or in any Transaction Document, including, without
limitation, the reasonable and actual fees and disbursements of counsel and any
consultants selected by such indemnified party incurred in connection with any such
investigation or any Legal Proceeding or in connection with enforcing the provisions
of this Section 19.1.2 (but excluding any such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, arbitration proceedings, costs,
expenses and disbursements to the extent incurred by reason of the gross negligence or
wilful misconduct of the Person to be indemnified, as determined by a court of
competent jurisdiction).19.1.3
    
    Without limitation to the provisions of Section 19.1.2 above, the Borrower agrees to
defend, protect, indemnify and hold harmless each of the Facility Agent and the
Secured Parties and each of their respective officers, directors, employees,
representatives, legal counsels and agents from and hold each of them harmless, in
respect of environmental protection obligations, against any and all liabilities
arising under Applicable Law and any losses, damages, penalties, claims, actions,
judgments, suits, arbitration proceedings, costs, expenses and disbursements including
counsel fees incurred thereunder, to the extent not incurred by reason of the gross
negligence or wilful misconduct of the Person to be indemnified, as determined by a
court of competent jurisdiction.19.1.4
    
    To the extent that the undertakings in Sections 19.1.1, 19.1.2 and 19.1.3 above may
be unenforceable because they violate any Applicable Law or
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public policy, the
Borrower will contribute the maximum portion that it is permitted to pay and satisfy
under Applicable Law to the payment and satisfaction of such undertakings. The
Borrower hereby undertakes that it shall not raise the defence of or claim
unenforceability, for any reason whatsoever, of any of Sections 19.1.1, 19.1.2 and
19.1.3.19.1.5
    
    All sums paid and costs incurred by any of the Facility Agent or the Secured Parties
shall bear interest at the Default Rate from the date so paid or incurred until
reimbursed by the Borrower, and all such sums and costs shall be added to the Debt and
be secured by the Security Documents and shall be immediately due and payable on
demand.19.1.6
    
    Each indemnified party pursuant to Sections 19.1.2 and 19.1.3 above, on a best
efforts basis, endeavour, within thirty (30) days after the receipt by it of notice of
the commencement of any action for which indemnity may be sought by it, or by any
Person controlling it, from the Borrower on account of the documents contained in this
Section 19.1, to notify the Borrower in writing of the commencement thereof, but the
failure of such indemnified party to so notify the Borrower of any such action shall
not release the Borrower from any liability which it may have to such indemnified
party. In case any such action shall be brought against any indemnified party the
Borrower shall be entitled to participate in the defence thereof at its own expense,
providedthat in any event an indemnified party shall have the right to retain its own
counsel at the expense of the Borrower and such participation by the Borrower in the
defence thereof shall not release the Borrower from any liability which it may have to
such indemnified party (including with respect to fees and other charges of its own
counsel).19.1.7
    
    The Borrower shall pay the Secured Parties any reimbursements of costs and expenses
under any of the Financing Documents immediately on the demand thereof and in any case
within twenty (20) Business Days from the date of notice of demand from the Facility
Agent/Secured Party. All
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such sums shall be debited to the Borrowers loan account and
shall carry interest from the date of payment till such reimbursement at the highest
of the Lending Rate.19.1.8
    
    In case of default in making such reimbursement in accordance with Section 19.1.7
above within twenty (20) Business Days from the date of notice of demand, the Borrower
shall also pay on the defaulted amounts, interest at the Default Rate from the expiry
of twenty (20) Business Days from the date of notice of demand till reimbursement.19.1.9
    
    Without prejudice to the generality of the other provisions of this Section 19, all
expenses incurred by any Secured Party after an Event of Default has occurred in
connection with:
 (a)
    
    preservation and protection of the Borrowers assets (whether
then or thereafter existing); and(b)
    
    collection of amounts due under the Financing Documents;
 shall be payable by the Borrower.19.1.10
    
    The Borrower hereby authorises the Lenders and the Facility Agent to debit any
current account permitted to be opened with such Lender/Facility Agent to the extent
of the expenditure incurred under the Financing Documents, provided that this shall
not apply to the Trust and Retention Accounts, and any account permitted under the
Trust and Retention Account Agreement to be opened for the purpose of utilisation of
Project Proceeds (as defined in the Trust and Retention Account Agreement).
 19.2
    
    Other IndemnitiesThe Borrower shall indemnify the Secured Parties against any loss or liability
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which that
Secured Party incurs as a consequence of:
 (i)
    
    the occurrence of any Event of Default or Potential Event of Default; and(ii)
    
    a Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment.
 The Borrower shall forthwith on demand by the Facility Agent or the Secured Parties pay any
amounts due under this Section 19.2.20.
    
    EVENTS OF DEFAULT20.1
    
    Events of DefaultAn Event of Default occurs upon the occurrence of any of the following specified events
(each an Event of Default):
 20.1.1
    
    Payment
 i)
    
    Failure by the Borrower in the payment, when due, of any
principal, interest, LOC Commission or fee or any other amount owed by it
under any Financing Document and such default if capable of remedy, continues
unremedied for thirty (30) days;ii)
    
    Failure by the Borrower to pay the Issuing Bank any Claimed
Amount in the event of any Rupee Lender not fulfilling its obligation to
contribute its Participating Interest; oriii)
    
    Failure by the Sponsor in the payment when due of any amount
owed by it under any Financing Document.
 20.1.2
    
    Non Performance
 (i)
    
    Failure by the Borrower to perform any of its obligations
under
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any Financing Document (other than those specifically listed as Events
of Default under this Section 20.1) 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 Financing Document (other than those specifically listed as Events
of Default under this Section 20.1) and such default if capable of remedy,
continues unremedied for a period of twenty (20) days.
 20.1.3
    
    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, including but not limited to the
Foreign Currency Facility Agreement, 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.(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, performance or otherwise) of any Project Document and such breach
or non-compliance is, in the opinion of the Lenders, likely to have a Material
Adverse Effect.
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20.1.4
    
    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
Financing 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; oriii)
    
    One or more events, conditions or circumstances (including,
without limitation, Force Majeure), excluding events which are specifically
provided for in this Section 20.1.4, 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.
 20.1.5
    
    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 Drawdowns 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
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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.20.1.6
    
    Insurance
 (i)
    
    The Borrower fails to maintain any of the insurance
described in the Insurance Contract and such default, if capable of remedy,
continues unremedied for ten (10) days.(ii)
    
    If 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.(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.
 20.1.7
    
    Court Order, Government Actions
 (i)
    
    Any Governmental Authority 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
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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.
 20.1.8
    
    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, misleading when made or deemed made and could
reasonably be expected to have a Material Adverse Effect.
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20.1.9
    
    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.
 20.1.10
    
    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
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not been
discharged within thirty (30) days or such shorter period as the Lenders 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.
 20.1.11
    
    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/Lenders.20.1.12
    
    Illegality
 (i)
    
    It is or becomes unlawful for the Borrower or any Person
(including the Lenders) to perform any of their respective obligations under
any Financing Document; or(ii)
    
    Any Financing 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 Lenders under the Financing Documents); or (b)
repudiated; or(iii)
    
    Any obligation under the Financing 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).
 20.1.13
    
    Material Adverse EffectOne or more events, conditions or circumstances (including any Change in
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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.20.1.14
    
    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.20.1.15
    
    Financial PositionThe financial position of the Borrower is unsatisfactory.20.1.16
    
    Extraordinary SituationAny extra-ordinary situation makes it improbable that the Borrower would be able to
perform its obligations under the Financing Documents.20.1.17
    
    Specific ObligationsNon-fulfilment by the Borrower of its obligations specified in Sections 8.6.2 (A),
(C), (D) and (E) and 8.16 (A) and (B) of this Agreement unless the Lenders
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.
 20.2
    
    Consequences of Event of Default
 20.2.1
    
    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 of the
following actions including but not limited to:
 (i)
    
    to enter upon and take possession of the assets of the
Borrower;
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(ii)
    
    to transfer the assets of the Borrower comprised within the
Security created in favour of the Secured Parties or any 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)
    
    sue for creditors process and/or exercise rights with
respect to the Security in accordance with the Financing Documents;(v)
    
    suspend further drawings;(vi)
    
    declare the Commitments to be cancelled;(vii)
    
    call on undrawn and unsubscribed position of the Required
Equity under the Sponsor Support Agreement;(viii)
    
    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 Commitment issued hereunder;(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
Lenders on the terms and conditions contained in Schedule XII;(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
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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,
including the special rights and remedies available to secured lenders under
the Securitisation and Reconstruction of Financial Assets and Enforcement of
Security Interests Act, 2002.
 Notwithstanding any suspension or cancellation pursuant to Sections 20.2.1 (v) or (vi)
above, all the provisions of the Financing Documents for the benefit or protection of the
Lenders and their interests shall continue to be in full force and effect as specifically
provided in the Financing Documents.21.
    
    MISCELLANEOUS21.1
    
    Right of Setoff
 (i)
    
    The Lenders shall have the paramount right of set-off and lien, irrespective
of any other lien or charge, present as well as future on the deposits of any kind and
nature (including fixed deposits) held/ balances lying in any Accounts pursuant to the
Trust and Retention Account Agreement, whether in single name or joint name(s) and on
any monies, securities, bonds and all other assets, documents and properties held by/
under the control of the Lenders (whether by way of Security or otherwise pursuant to
any contract entered/ to be entered into by the Borrower in any capacity) to the
extent of all outstanding dues, whatsoever, arising as a result of any obligations
owed to the Lenders by the Borrower. The Lenders are entitled without any notice to
the Borrower to settle any indebtedness whatsoever owed by the Borrower to the
Lenders, (whether actual or contingent, or whether primary or collateral, or whether
joint and/or several) hereunder or under any other document/ agreement, by
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adjusting,
setting-off any deposit(s) and/or transferring monies lying to the balance of any
Account(s) notwithstanding that the deposit(s)/ balances lying in such Account(s) may
not be expressed in the same currency as such indebtedness. Lenders rights hereunder
shall not be affected by the Borrowers bankruptcy or winding-up. It shall be the
Borrowers sole responsibility and liability to settle all disputes/ objections with
any such joint account holders.(ii)
    
    In addition to the above mentioned right or any other right which the Lenders
may at any time be entitled whether by operation of law, contract or otherwise, the
Borrower authorises the Lenders: (a) to combine or consolidate at any time all or any
of the Accounts and liabilities of the Borrower with or to any branch of the Lenders;
and/or (b) to sell any of the Borrowers securities or properties held by the Lenders
by way of public or private sale without having to institute any judicial proceeding
whatsoever and retain/appropriate from the proceeds derived there from the total
amounts outstanding to the Lenders from the Borrower, including costs and expenses in
connection with such sale.
 21.2
    
    Obligations of the BorrowerThe Borrowers liability to the Lenders shall not be discharged until and unless the
Borrower has paid or discharged all the Obligations owed to the Secured Parties under the
Financing Documents. For the avoidance of doubt, notwithstanding that the Borrower may have
paid all amounts due to any Lender under the Financing Documents, the Borrower shall remain
liable to such Lender if, as a result of any sharing arrangement between the Lenders that
has been notified to and confirmed by the Borrower under the Financing Documents, such
Lender is obliged to share the payments made by the Borrower and consequently the
obligations owing to such Lender under the Financing Documents are still owing.21.3
    
    Notices
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21.3.1
    
    Except as otherwise expressly provided herein or in any Financing Document, all
notices and other communications provided for hereunder or thereunder shall be: (i) in
writing (including facsimile, except as noted below); and (ii) sent by facsimile or
sent by a Person, overnight courier (if for inland delivery) or international courier
(if for overseas delivery) to a Lender hereto at its address and contact number
specified in Schedule II, or at such other address and contact number as is designated
by such party in a written notice to the other parties hereto. The address for notices
of the Facility Agent, Security Trustee and Borrower shall be as follows:
 Facility AgentAddress:
    
    State Bank of India,
Project Finance SBU,
State Bank Bhavan ,
Madame Cama Road,
Mumbai- 400 021Fax:
    
    022-22883021Attention:
    
    Deputy General ManagerBorrowerAddress:
    
    232, Solitaire Corporate Park,
Andheri Ghatkopar Link Road,
Chakala, Andheri(East),
Mumbai  400093.Fax No.:
    
    022-40058021Attention:
    
    Mr. Venkat Kanada  / Mr. Manish Singhania
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Security TrusteeAddress:
    
    Asian Building, Ground Floor,
17, R.K. Kamani Marg,
Ballard Estate,
Mumbai- 400001Fax No.:
    
    022-66311776Attention:
    
    Mr. S. K. Mitter / Ms. Brindha Venkataraman
 21.3.2
    
    All such notices and communications shall be effective: (i) if sent by facsimile,
when sent (on receipt of a confirmation to the correct facsimile number); (ii) if sent
by Person, when delivered; (iii) if sent by courier: (a) one (1) Business Day after
deposit with an overnight courier if for inland delivery; and (b) five (5) Business
Days after deposit with an international courier if for overseas delivery; and (iv) if
sent by registered letter when the registered letter would, in the ordinary course of
post, be delivered whether actually delivered or not.21.3.3
    
    An original of each notice and communication sent by facsimile shall be dispatched
by person, overnight courier (if for inland delivery) or international courier (if for
overseas delivery) and, if such Person or courier service is not available, by
registered airmail (or, if for inland delivery, registered first class mail) with
postage prepaid, providedthat the effective date of any such notice shall be
determined in accordance with this Section 21.3.3 as the case may be, without regard
to the dispatch of such original.Provided, however, if any notice or communication is received after 6.00 p.m. on
any date the same shall be deemed to have been served upon or received by the party
to whom it is addressed on immediately succeeding
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Business Day.
 21.4
    
    Benefit of AgreementThis Agreement shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto and shall inure to the benefit of
the Borrower, each of the Secured Parties and the Facility Agent.21.5
    
    No Waiver; Remedies CumulativeNo failure or delay on the part of the Facility Agent or any Secured Party in exercising
any right, power or privilege hereunder or under any other Financing Document and no course
of dealing between the Borrower, on the one hand, and the Facility Agent and the Secured
Parties, on the other hand, shall impair any such right, power or privilege or operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or privilege
hereunder or under any other Financing Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or thereunder. The
rights, powers and remedies herein or in any other Financing Document or expressly provided
are cumulative and not exclusive of any rights, powers or remedies which any of the
Facility Agent or Secured Parties would otherwise have. No notice to or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of any of the Facility
Agent or Secured Parties to any other or further action in any circumstances without notice
or demand.21.6
    
    Amendments and Waivers; Procedure
 21.6.1
    
    Subject to Section 21.6.2 below and save where otherwise expressly provided in any
Financing Document, this Agreement (including the schedules, annexures and exhibits
hereto) may not be amended, supplemented or modified and no other Financing Document
may be
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amended, supplemented or modified and no term or condition or any of thereof
may be waived without the consent of the Borrower, and the Secured Parties and, in the
event any such amendment, modification or waivers relates to the rights, duties or
obligations of the Facility Agent, the Facility Agent, as relevant. The Facility Agent
may effect, on behalf of the Secured Parties, an amendment, supplement, modification
or waiver to which the Secured Parties have agreed in writing, whether generally or
specifically.21.6.2
    
    The Facility Agent shall promptly supply to the Secured Parties copies of any
amendment, supplement, modification or waiver effected under Section 21.6.1 above, and
any such amendment, supplement, modification or waiver shall be binding on all the
parties to this Agreement.For the purpose of this Section 21.6, Financing Documents shall not include the
Intercreditor Agreement.
 21.7
    
    Transfer by the BorrowerThe Borrower shall not assign, transfer or novate any interest in, its rights and/or
obligations under any Financing Document to which it is a party without the prior written
consent of all the Lenders.21.8
    
    Novation and Participation
 21.8.1
    
    Any Lender may at its own cost, without the consent of the Borrower or any other
party assign all or any of its rights and benefits hereunder or transfer or novate, in
accordance with Section 21.8.3 all or part of its rights, benefits and obligations
hereunder or under the Financing Documents to which it is a party to any Person.
Nothing herein shall prevent the assignment by any Lender of its rights and benefits
under the Financing Documents. However, where such assignment, transfer or novation by
a Lender is to be done in favor of an entity which is a
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competitor of the Borrower,
the same shall be done after consultation with the Borrower.21.8.2
    
    If any Lender assigns all or any of its rights, obligations and benefits hereunder
and under the other Financing Documents to which it is a party in accordance with this
Section 21.8, then, unless and until the assignee has agreed with the Facility Agent
and other Lenders that it shall be under the same obligations towards each one of them
as it would have been under if it has been an original party hereto as a Lender, the
Facility Agent and other Lenders shall not be obliged to recognize such assignee as
having the rights against each of them which it would have had if it had been such a
party thereto.21.8.3
    
    If a Lender wishes to novate all or any of its rights, benefits and obligations
hereunder and under the other Financing Documents to which it is a party then such
novation shall be made by delivering to the Facility Agent and the Borrower a duly
completed, stamped and executed novation notice in the form set out in Exhibit 1 (the
Novation Notice), together with the Facility Agents administrative fee. On receipt
of such a notice and payment of such fee, the Facility Agent shall countersign it for
and on behalf of itself and the other parties to this Agreement and subject to the
terms of that Novation Notice:
 (i)
    
    to the extent that in that Novation Notice the relevant
Lender seeks to novate its Outstanding Due Amounts and/or its Commitment, the
Borrower or the Lender, as the case may be, shall each be released from
further obligations to each other and their respective rights against each
other shall be cancelled (such rights and obligations being referred to as
Discharged Rights and Obligations);(ii)
    
    the Borrower and the relevant bank/or financial institution
to which such interest is being novated (the New Lender) shall
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each assume
new obligations towards each other and/or acquire new rights against each
other which differ from the Discharged Rights and Obligations only insofar as
the Borrower and that New Lender, as the case may be, have assumed and
acquired the same in place of the Borrower and such Lender as the case may be;
and(iii)
    
    the New Lender, as the case may be, and the other parties to
the Financing Documents (other than the Borrower) shall acquire the same
rights and assume the same obligations between themselves as regards the
Borrower as they would have acquired and assumed had that New Lender, as the
case may be, been an original party to the Financing Documents as a Lender
with the rights and/or obligations acquired or assumed by it as a result of
that novation (and, to that extent, the original Lender and those other
parties shall each be released from further obligations to each other).
 21.8.4
    
    If any Lender assigns all or any of its rights and benefits hereunder in accordance
with this Section 21.8, unless and until the assignee has agreed with the Facility
Agent and other Lenders that it shall be under the same obligations towards each of
them as it would have been under if it had been an original party hereto as Lender,
as the case may be, the Facility Agent, and the other Lenders shall not be obliged to
recognise such assignee as having the rights against each of them which it would have
had if it had been such a party hereto.21.8.5
    
    Notwithstanding anything contained herein, all the costs, charges and expenses
including stamp duty and other taxes on the Novation Notice shall be borne by the
Lender novating its rights, benefits and obligations.
 21.9
    
    SeverabilityAny provision of any Financing Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
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prohibition or
unenforceability but that shall not invalidate the remaining provisions of such Financing
Document or affect such provision in any other jurisdiction.21.10
    
    DocumentsAll documents to be furnished or communications to be given or made under this Agreement
shall be in English or if any other language, shall be accompanied by a translation into
English certified by a representative of the Facility Agent, at the expense of the
Borrower, which translation shall be the governing version between the Borrower, the
Lenders and the Facility Agent.21.11
    
    Calculations and Computations
 21.11.1
    
    In any legal action or proceedings arising out of or in connection with the
Financing Documents, the entries made in the accounts maintained by the Lenders shall
be conclusive evidence of the existence and amount of obligations of the Borrower as
therein recorded.21.11.2
    
    Any certification or determination by the Lenders or the Facility Agent of a rate
or amount under the Financing Documents is conclusive evidence of the matters to which
it relates.21.11.3
    
    All calculations and computations determining compliance with this Agreement shall
utilise accounting principles, policies and practices in conformity with those used to
prepare the Financial Statements, delivered to the Facility Agent pursuant to this
Agreement.21.11.4
    
    To the extent that the determination of compliance with any provision hereof or any
other Financing Document requires the conversion of Rupees into any acceptable foreign
currency, or any acceptable foreign currency into Rupees, then such conversion shall
be made based upon the Applicable Exchange Rate as determined on the date of each
creation,
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sale, transfer, disposition, expenditure or other similar event, as the case
may be, which is the subject of such determination of compliance pursuant to the
respective provision (with all such events theretofore incurred to be recalculated
based upon such conversion rate). Provided, however, that at no time shall there exist
a violation of the provisions of this Agreement dealing with Restricted Payments and
in the calculation of DSCR, based on prior events, solely as a result of changes in
conversion rates.
 21.12
    
    Governing LawThis Agreement is governed by and shall be construed in accordance with the laws of India.21.13
    
    Jurisdiction
 21.13.1
    
    The Borrower agrees that the courts and tribunals (including the Debt Recovery
Tribunal) in Mumbai shall have non-exclusive jurisdiction to settle any disputes which
may arise out of or in connection with the Financing Documents and that accordingly
any suit, action or proceedings (together referred to as Proceedings) arising out of
or in connection with the Financing Documents may be brought in such courts or the
tribunals and the Borrower irrevocably submits to and accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of those
courts or tribunals to the extent permissible under Applicable Law.21.13.2
    
    The Borrower irrevocably waives any objection now or in future, to the laying of
the venue of any Proceedings in the courts and tribunals at Mumbai (subject to
appeal/revision) and any claim that any such Proceedings have been brought in an
inconvenient forum and further irrevocably agrees that a judgment in any Proceedings
brought in the courts and tribunals at Mumbai shall be conclusive and binding upon it
 143




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and may be enforced in the courts of any other jurisdiction, (subject to the laws of
such jurisdiction) by a suit upon such judgment, a certified copy of which shall be
conclusive evidence of such judgment, or in any other manner provided by law.21.13.3
    
    Nothing contained in this Section 21.13, shall, subject to Applicable Law, limit
any right of the Facility Agent or the Secured Parties to take Proceedings in any
other court or tribunal of competent jurisdiction, nor shall the taking of Proceedings
in one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction whether concurrently or not and the Borrower irrevocably submits to and
accepts for itself and in respect of its property, generally and unconditionally, the
jurisdiction of such court or tribunal, and the Borrower irrevocably waives any
objection it may have now or in the future to the laying of the venue of any
Proceedings and any claim that any such Proceedings have been brought in an
inconvenient forum.21.13.4
    
    The Borrower hereby consents generally in respect of any Proceedings arising out of
or in connection with any Financing Document to the giving of any relief or the issue
of any process in connection with such Proceedings including, without limitation, the
making, enforcement or execution against any property whatsoever (irrespective of its
use or intended use) of any order or judgment which may be made or given in such
Proceedings.21.13.5
    
    To the extent that the Borrower may in any jurisdiction claim for itself or its
assets immunity from suit, execution, attachment (whether in aid of execution, before
judgment or otherwise) or other legal process and to the extent that in any such
jurisdiction there may be attributed to itself or its assets such immunity (whether or
not claimed), the Borrower hereby irrevocably agrees not to claim and hereby
irrevocably waives such immunity.
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21.14
    
    Survival
 21.14.1
    
    All indemnities set forth herein shall survive the Final Settlement Date.21.14.2
    
    The obligations of the Borrower under the Financing Documents will not be affected
by:
 (a)
    
    any unenforceability, illegality or invalidity of any
obligation of any Person under a Transaction Document; or(b)
    
    the breach, frustration or non-fulfilment of any provisions
of, or claim arising out of or in connection with a Transaction Document.
 21.15
    
    Disclosure
 21.15.1
    
    The Borrower hereby agrees that the Facility Agent, the Lenders and the Security
Trustee may disclose any information in respect of:
 (a)
    
    the Borrower,(b)
    
    the Project;(c)
    
    any of the Transaction Documents;(d)
    
    the Facility or any other credit facility availed / to be
availed by the Borrower from the Lenders;(e)
    
    obligations assumed / to be assumed by the Borrower in
relation to the Facility; and(f)
    
    default, if any, committed by the Borrower in discharge of
the aforesaid obligations,
 to any of its Affiliates, agents and representatives, other creditors of the
 145




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Borrower, or to any Person with whom it intends to enter, or has entered into any
kind of transfer, participation or other agreement or transactions in relation to
this Agreement, the Transaction Documents, the Project, the Borrower or otherwise.21.15.2
    
    Except as provided in this Section 21.15, the Facility Agent and the Secured
Parties agree to keep all information (Information) (including the terms and
conditions of the Transaction Documents) made available (whether before or after the
date of this Agreement) by the Borrower, or on its behalf, to such Secured Party or
Facility Agent concerning the Borrower or the Project, confidential and not to
communicate any Information, or allow any Information to be communicated to any third
party unless:
 (a)
    
    in connection with any proceedings arising out of or in
connection with this Agreement to the extent that such Secured Party or
Facility Agent may consider it necessary to protect its interest or the
interests of the Secured Party, or the Facility Agent or any of them; 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)
    
    the Borrower commits a default in payment or repayment of the
principal amount of any Facility, or interest thereon or in respect of other
monies, or utilises any Facility other than for the purposes specified in the
Financing Documents without the prior written consent of the Lenders, any of
the Lenders and/or the RBI and/or CIBIL shall have an unqualified right 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 any
of the Lenders, and/or RBI and/or CIBIL or such other agency
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appointed by them in their absolute discretion may think fit; or(d)
    
    pursuant to the requirements of any Applicable Law in
accordance with which such Person is required to act; or(e)
    
    to its Auditors for the purposes of enabling the Auditors to
complete an audit of such Lender, or the Facility Agent or to its legal
advisers when seeking bona fide legal advice in connection with the
Transaction Documents; or(f)
    
    to the Lenders Consultants or other adviser appointed by the
Lenders to the extent necessary to enable such consultant or adviser to give
the advice required by the Lenders; or(g)
    
    in circumstances where the relevant Information has been
published or announced by the Borrower in conditions free from confidentiality
or has otherwise entered the public domain without default on the part of the
relevant party; or(h)
    
    it is in the interest of the Lenders to do so; or(i)
    
    the Information was obtained by such Lender or the Facility
Agent from an independent or third party source.
 Notwithstanding the foregoing provisions of this Section 21.15,
 (a)
    
    the Lenders, or the Facility Agent may make public
announcements or place advertisements in relation to the Project or the
financing of the Project with the prior written consent of the Borrower, which
consent shall not be unreasonably withheld or delayed; and(b)
    
    any Lender shall, as such Lender may deem appropriate and
necessary, be entitled to disclose all or any such:
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(i)
    
    information and data relating to the Borrower;(ii)
    
    information or data relating to its
Facility;(iii)
    
    obligations assumed / to be assumed by the
Borrower in relation to its Facility; and(iv)
    
    default, if any, committed by the Borrower
in discharge of the aforesaid obligations,
 to Credit Information Bureau (India) Limited (CIBIL) and any other
agency authorised in this behalf by Reserve Bank of India (RBI);(c)
    
    CIBIL and any other agency so authorised may use, process the
aforesaid information and data disclosed by any Lender in the manner as deemed
fit by them; and(d)
    
    CIBIL and any other agency so authorised may furnish for
consideration, the processed information and data or products thereof prepared
by them, to banks / financial institutions and other credit grantors or
registered users, as may be specified by RBI in this behalf.
 21.15.3
    
    The Borrower hereby agrees that the Secured Parties may disclose any information in
respect of the Borrower, the Project or any of the Transaction Documents to any of its
Affiliates, agents and representatives or to any Person with whom it intends to enter,
or has entered into any kind of transfer, participation or other agreement or
transactions in relation to this Agreement, the Transaction Documents, the Project,
the Borrower or otherwise.21.15.4
    
    The Borrower hereby agrees that in case the Borrower commits a default in payment
or repayment of any amount due and payable hereunder, the
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Lenders, the and/or the Reserve Bank of India (RBI) shall have an unqualified right
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 Lenders
or RBI in their absolute discretion may think fit.
 21.16
    
    IllegalityIf by reason of the introduction of, or any change in, or any change in the interpretation
or application of, any Applicable Law it is or has or will become unlawful for the Lenders
to make or fund any Loan then, notwithstanding the terms of this Agreement:
 (a)
    
    that Lender shall promptly after becoming aware of any of the foregoing
notify the Borrower through the Facility Agent accordingly; and
 (b)
    
    (i)
    
    the Borrower shall within the period allowed by Applicable Law (the
Relevant Period) prepay that Lenders Loan, to the extent it has become unlawful to
make or fund such Loan together with all other amounts payable by it to that Lender
under the Financing Documents and the Security Documents in respect of such Loan; and
 (ii)
    
    such part of the Lenders Commitment which it has become
unlawful to make, fund or maintain shall within the Relevant Period be
cancelled,
 provided that by making any payment pursuant to this Section 21.16, the Borrower
shall not be taken to have breached any other provision of this Agreement in so
doing.
 21.17
    
    Taxes
 21.17.1
    
    Taxes and Net Payments
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(a)
    
    All payments to be made by the Borrower to the Secured
Parties under the Financing Documents shall be made free and clear of and
without deduction for or on account of Taxes. The Borrower is only allowed to
make such a payment subject to the tax deduction at source on the net income
of the Secured Parties if such deduction is required by law and providedthat
the Borrower delivers to the Secured Parties tax withholding or tax deduction
certificates in respect of such withholding or deduction, evidencing that such
deducted taxes or withholdings have been duly remitted to the appropriate
authority.(b)
    
    In the event that the Borrower is required to make any other
deduction or withholding (other than as mentioned in (a) above with reference
to the income of the Secured Parties), the sum payable by the Borrower in
respect of which such deduction or withholding is made shall be increased to
the extent necessary to ensure that, after the making of the required
deduction or withholding, such Secured Party receives and retains (free from
any liability in respect of any such deduction or withholding) a net sum equal
to the sum which it would have received and so retained had no such deduction
or withholding been made or required to be made.
 21.17.2
    
    Tax IndemnityThe Borrower shall, upon demand of any Lender promptly indemnify such Lender
against any such payment or liability arising or in any relation to Taxes (other
than Taxes in relation to the net income received by any Lender as specified in
21.17.1 above) or otherwise in relation to any sum received or receivable pursuant
to the Financing Documents, that are required to be borne by the Borrower, together
with any interest, penalties, costs and expenses payable or incurred in connection
therewith.
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21.17.3
    
    Notification by the LendersThe Lenders intending to make a claim under Section 21.17.2 hereof shall notify the
Facility Agent promptly and in any event within ten (10) Business Days of becoming
aware of the circumstances by which it is entitled to do so and shall deliver to
the Facility Agent a certificate setting out in reasonable detail the basis of such
claim, whereupon the Facility Agent shall promptly, and in any event within ten
(10) Business Days from the date on which it receives such certificate, notify the
Borrower thereof and shall deliver to the Borrower a copy of such certificate.21.17.4
    
    Notification by BorrowerIf at any time, the Borrower is required by law to make any deduction or
withholding from any sum payable hereunder (or if thereafter there is any change in
the rates at which or the manner in which such deductions and withholdings are
calculated) the Borrower shall as soon as practicable notify the Facility Agent and
the Secured Parties thereof.21.17.5
    
    ReceiptThe Borrower shall deliver to the Facility Agent and the Secured Parties within ten
(10) Business Days of receipt (or such other period as the Secured Parties may
agree) a copy of the receipt, if any, issued by the applicable taxation or other
authority evidencing the deduction or withholding of all amounts required to be
deducted or withheld from such payment or (if the Borrower fails to provide a copy
of such receipt) such other evidence as may be requested by the Secured Party to
whom such payment is made.
 21.18
    
    Accession by Other LendersThe Parties to this Agreement acknowledge and agree that from time to time
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certain creditors of the Borrower may accede to this Agreement by executing the Deed of
Accession and upon accession by such creditors to this Agreement, such creditors shall be
included in the term Lenders (as defined in this Agreement) and they shall be entitled to
the benefits of this Agreement and be bound by the terms of this Agreement.21.19
    
    SubordinationMonies brought in by the promoters/directors or Affiliates as loans/share application money
pending allotment as part of promoters contribution brought in towards the funding of the
proposed project shall be subordinated to the loans of the Lenders, and shall not be repaid
during the currency of the loans by the Lenders, and may carry such interest as approved by
the Lenders.21.20
    
    Conditions of Other Finance PartiesThe 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 Borrower shall promptly inform the
Lenders of such terms or conditions and such of those terms and conditions as may be
considered necessary by the Lenders, in its discretion, shall 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.
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21.21
    
    Registration DetailsThe Borrower shall submit to the Lenders the Corporate Identity Number of the Borrower and
the Director Identification Number of each director of the Borrower during the term of the
Facility and shall incorporate the details in all future references/proposals with respect
to the Lenders.
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SCHEDULE I
 DEFINITIONS AND PRINCIPLES OF CONSTRUCTION
 1.1
    
    DefinitionsAs used in this Agreement, the following terms shall have the following meanings:Abandonmentshall mean 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 Bankshall have the meaning specified in the Trust and Retention Account Agreement.Account(s)shall have the meaning specified in the Trust and Retention Account Agreement.Additional Accountsshall have the meaning specified in the Trust and Retention Account
Agreement.Additional Interestshall have the meaning given to it in Section 14.7 of this Agreement.Additional Loansshall have the meaning given to it in Section 3 of this Agreement.
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Additional Loan Amountshall mean 30% (thirty per cent) of the Rupee Required Debt provided
that the Additional Loan Amount shall not at any time, exceed the Available Commitment. For
the avoidance of doubt, the Foreign Currency Facility forms part of the Additional Loan
Amount.Advance(s)shall mean the principal amount of each Drawdown made to the Borrower by the
Lenders under the Facility to the maximum extent of their Commitment.Adverse Changeshall mean any change which has had or which is likely to have a Material
Adverse Effect.Affiliatesshall mean in relation to any party, a Person that controls, is controlled by or
is under the common control with such party.Agreementor Common Rupee Loan Agreement shall mean this agreement, together with all
schedules attached hereto, and shall include any written modification or alteration made by
the Parties after the date first above written.Annual Budgetshall have the meaning specified in Section 8.24.1 (i) (A).Annual Operating Planshall have the meaning specified in Section 8.24.2(iii).Applicable Exchange Rateshall mean the reference rate quoted by Reserve Bank of India on
the RBIB page of Reuters as on the end of that date.Applicable Lawshall mean 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 Agreement or thereafter and in each case
as amended.
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Auditor(s)shall mean such firm of chartered accountants acceptable to the Facility Agent,
as the Borrower may, with the consent of the Facility Agent, from time to time appoint as
statutory auditors of the Borrower.Audited Annual Financial Statementsshall mean the Financial Statements for a period ending
on the last day of the Fiscal Year, which have been duly audited by the Auditors as
required under the Companies Act 1956, and in accordance with Indian GAAP.Authorized Officershall mean with respect to any Person, any officer of such Person that
is authorized to sign on behalf of such Person and at the time being listed as such by the
company secretary of such Person in the most recent certificate of such company secretary
delivered to the Facility Agent.Auditors Certificate Provision Datesshall mean the 30th of September and the
31st of March of each Fiscal Year.Available Commitmentshall mean, at any point of time, an amount equal to the difference
between: (i) the aggregate of the Commitments of all the Rupee Lenders; and (ii) the
aggregate of all Drawdowns made under this Agreement.Availability Periodshall mean with respect to the Facility, the period from the date of
this Agreement until the earliest of: (i) the date that each of the Commitments under such
Facility shall have been terminated or reduced to zero pursuant to the terms of this
Agreement; or (ii) six (6) months after Project COD.Base Caseshall mean the projection of revenues and expenses and cash flows with respect to
the Project, mutually agreed to by the Borrower and the Lenders, over a period not shorter
than the period ending on the Final Settlement Date, together with the Drawdown Schedule
and supporting assumptions and explanations thereto as amended from time to time which
shall be in substance satisfactory to the Lenders Engineer (which satisfaction shall only
be required to be obtained before Project COD) and the Facility Agent. The Base Case as on
the
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date of this Agreement is as set out in Schedule IX.Board or Board of Directorsshall mean the board of directors of the Borrower appointed
pursuant to the Companies Act.Borrowershall have the meaning specified in item no. 1 of the array of parties.Business Dayshall mean:
 (a)
    
    in relation to the making of any Drawdown, by a Lender, any day on which such
Lender is required or authorized by law to be open for business in the place of its
Lending Office; or(b)
    
    in relation to all other matters, a day (other than a Saturday or a Sunday)
upon which banks are normally open for business in Mumbai.
 Buyers Credit Facilityshall mean the buyers credit facility being extended by the
Buyers Credit Lender to the Borrower for the purpose of making payments to the offshore
counterparty (ies) to the Project Documents.Buyers Credit Facility Agreementshall mean the agreement entered into or to be entered
into between the Borrower and the Buyers Credit Lender for providing the Buyers Credit
Facility to the Borrower.Buyers Credit Lendershall mean one or more banks/financial institution(s) extending the
Buyers Credit Facility.Care and Maintenanceshall mean any transfer of possession or transfer of control of the
Project to any Person by the Borrower except in accordance with the provisions of this
Agreement.Change in Lawshall mean:
 (a)
    
    the enactment, bringing into effect, adoption, promulgation, amendment,
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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 Authority; 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 consents, approvals, licenses available or obtained for the
transmission and evacuation of power from the Project by the Borrower; or(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.
 Claimed Amountshall have the meaning specified in Section 12.5(a).Clearancesshall mean any consent, license, approval, registration, permit or other
authorisation of any nature which is required to be granted by any statutory or regulatory
authority or any third party: (i) for fulfilling by each of the Borrower and Sponsor under
the Transaction Documents its obligations, the making by it of the payments contemplated by
the Transaction Documents; (ii) for the enforceability of any Transaction Documents and the
making of any payments contemplated thereunder; (iii) for the construction, operation, and
maintenance of the Project; and (iv) for all such other matters as may be necessary in
connection with the Project or the performance of any Persons obligations under any
Transaction Document, each of the above having been reviewed by the Lenders Engineer, and
shall in any event include but not be limited to those Clearances listed in Schedule III to
this Agreement.Coal Blocksshall mean the coal blocks located at Rampia and Dip Side Rampia
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which are proposed to be developed by Rampia Coal Mine and Energy Private Limited and other
companies.Coal Transportation Agreementsshall mean all binding documents, deeds and other writings
entered into by the Borrower for transportation of coal for the Project to the Project
Site.Coal Investment JV Drawdownshall mean a Drawdown under this Agreement of which any part of
the proceeds are intended to be utilized for the purpose of investment through subscription
to equity by the Borrower in Rampia Coal Mine and Energy Private Limited, which shall be
evidenced by a certificate given by the Authorized Officer of the Borrower along with the
Notice of Drawdown.Commitment(s)shall mean to the extent not suspended or cancelled pursuant to the terms of
this Agreement, the commitment of each Lender to make the Facility available pursuant to
this Agreement to the extent set out against its name in Schedule II.Companies Actshall mean the Companies Act, 1956 as amended or replaced from time to time.Consent(s) to Assignmentshall mean the agreement(s) entered into between the Borrower, the
Security Trustee and any of the Material Project Participants (other than the Borrower and
the Sponsor), for the benefit of the Secured Parties, inter alia in respect of assignment
of the Borrowers rights under the Transaction Documents.Construction Accountshall have the meaning specified in the Trust and Retention Account
Agreement.Construction Budgetshall mean the budget which shall reflect the final Scope of Work and
contract price and set forth the timing and amount of all projected payments towards the
Project, submitted by the Borrower in substantially the
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form set forth at Schedule X.Contested in Good Faithshall mean, with respect to the payment of Taxes or any other
claims or liabilities by any Person, the satisfaction of each of the following conditions:
(i) the validity or amount there of is being diligently contested in good faith by such
Person by appropriate proceedings timely instituted; (ii) such Person has posted a bond or
other security acceptable to the Security Trustee or if not approved by the Secuity
Trustee, establish adequate cash reserves with respect to the contested items; (iii) during
the period of such contest, the enforcement of any contested item is effectively stayed by
a court or tribunal or by operation of law; (iv) neither such Person nor any of its
officers nor any Secured Party or their respective officers is or could reasonably be
expected to become subject to criminal liability or sanction; and (v) such contest and any
resultant failure to pay or discharge the claimed or assessed amount does not constitute a
Material Adverse Effect.Contingencyshall mean the line item designated as contingency line item in the
Contruction Budget.Cost Overrun(s)shall have the meaning ascribed to it in the Sponsor Support Agreement.Crystallized Rupee Amountshall mean, with respect to the Claimed Amount or Participating
Interest, such amount in equivalent Rupees converted at the exchange rate at which Issuing
Bank may have purchased or contracted to purchase the requisite US Dollar amount from the
market to make payments towards the Claimed Amount.Date of Commercial Operationshall mean, with respect to each Unit of the Project, the date
on which such Unit commences commercial production to the satisfaction of the Facility
Agent and Lenders Engineer.Debtshall mean at any time the aggregate Obligations owed to the Secured
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Parties by the Borrower.Debt Recovery Tribunalshall have the meaning specified in the Recovery of Debts Due to
Banks and Financial Institutions Act, 1993.Debt Service Coverage Ratio or DSCRshall mean, on any date, in respect of any period, the
ratio of (i) is to (ii) below:
 (i)
    
    the aggregate of: (a) profit after tax (excluding non cash adjustments, if
any) for that period; (b) depreciation for such period; (c) interest, LOC Commission
and Letter of Comfort Fees payable for such period; and (d) financing costs payable
for such period; and (e) deferred tax liability;(ii)
    
    an amount equal to the sum of interest, LOC Commission, Letter of Comfort
Fees and financing costs payable and the repayment instalment to be paid for that
period under this Agreement and the Foreign Currency Facility Agreement (but excluding
the Rupee Bullet Repayment Amount and the Foreign Currency Bullet Repayment Amount).
 For the purpose of calculating the DSCR over any period, actual figures would be taken for
the past period and figures as per the updated Base Case would be taken for the future
period. For determining the figures for the future period, the exchange rate shall be the
Applicable Exchange Rate.Debt Service Reserve Accountshall have the meaning specified in the Trust and Retention
Account Agreement.Deed of Accessionshall mean the deed of accession in the format set out in Schedule XIII.Deed of Hypothecationshall mean the deed of hypothecation executed or to be executed by
the Borrower in favour of the Security Trustee for the benefit of the Lenders in respect of
the movable assets of the Borrower.
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Default Interestshall have the meaning given to it in Section 14.6.Default Rateshall mean a rate which is the aggregate of: (a) the Lending Rate in effect
from time to time, and (b) two per cent (2%) per annum.Devaluation Amountshall mean the provisions equivalent to the amount in Rupees set forth
against the name of each Lender in Schedule II to account for devaluation of rupee against
any foreign currency during the construction phase of the Project.Directorsshall mean directors on the Borrowers Board.Disbursementshall mean a Drawdown other than by way of issuance of a Letter of Commitment
(including Drawdown made under Section 12.1.4) and shall include any payment made under any
Letter of Commitment in accordance with the terms and conditions hereunder.Distribution Accountshall have the meaning specified in the Trust and Retention Account
Agreement.Documentsshall mean the documents as specified under each Letter(s) of Commitment and
drawn up in accordance with the terms of the Letter(s) of Commitment opened under this
Agreement and/or documents as are required to be submitted by the Buyers Credit Lender for
payment to be made under any Letter of Commitment.Drawdown Dateshall mean the date of each Drawdown subsequent to Initial Drawdown.Drawdown(s)shall mean the Initial Drawdown and each subsequent drawdown under the
Facility, of funds or opening of a Letter of Commitment under this Agreement. Drawndown
shall be construed accordingly.Drawstop Noticeshall have the meaning specified in Section 5.4.2.1.
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Drawdown Scheduleshall mean the schedule for making Drawdowns under this Agreement
prepared by the Borrower in accordance with Section 14.5.1.Drawdown Schedule Periodshall have the meaning specified in Section 14.5.1.Documentary Credit Application/(s)shall mean the Borrowers application/(s) to the Lenders
for opening the Letter(s) of Commitment and all supporting documents furnished by the
Borrower in respect thereof to the Lenders.Due Dateshall mean, in respect of:
 (i)
    
    Repayment Instalments, the date on which the Repayment Instalment falls due
as stipulated in the Repayment Schedule;(ii)
    
    Interest, the Interest Payment Dates;(iii)
    
    LOC Commission, LOC Commission Payment Date; and(iv)
    
    any other amount payable under the Financing Documents, the date on which
such amount falls due in terms of the Financing Documents.
 Earmarked Amountwith respect to any Lender shall mean the portion of its Commitment which
is earmarked for the purpose of participation in issue of Letter(s) of Commitment and as
specified against its name in Schedule II as may be reduced by an amount equivalent to the
amount of Disbursement in accordance with Section 12.1.4. The Earmarked Amount shall
consist of the LOC Amount and the Devaluation Amount.ECB Guidelinesmeans the master circular on External Commercial Borrowings and Trade Credit
dated July 1, 2008 issued by the RBI as amended, supplemented or updated from time to time.Equity Interestshall mean the extent of issued share capital of the Borrower subscribed to
by the Sponsor.
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Equityshall mean the issued and subscribed equity share capital of the Borrower. For the
avoidance of doubt, this shall not include any preference shares of the Borrower.Estimated Project Cost(s)shall mean the costs of the Project as set forth in Schedule XI
and as approved by the Lenders Engineer.Event of Defaultshall have the meaning specified in Section 20.External Commercial Borrowingsshall have the meaning given to it in the ECB Guidelines.Facility Agentshall mean State Bank of India, Project Financing, SBU as appointed under
this Agreement.Facilityshall mean, collectively, the Rupee Facility and the LOC Facility.Facility Agent Agreementshall mean the agreement entered into or to be entered into
between the Lenders, the Facility Agent and the Borrower.FEDAImeans Foreign Exchange Dealers Association of India.Fee Lettershall mean the letter relating to the payment of fees by the Borrower to the
Facility Agent.Final Completionshall mean the date on which the following requirements have been
satisfied:
 (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
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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.
 Final Settlement Dateshall mean the date on which all Obligations have been irrevocably
and unconditionally paid and discharged in full to the satisfaction of the Secured Parties.Financial Closeshall mean the date on which each of the Financing Documents are executed
and unless any condition precedent in Section 7.2 is waived, upon fulfillment, to the
satisfaction of the Lenders, of all conditions precedent provided in Section 7.2 and 7.3.Financing Documentsshall mean the documents set out in Schedule VI.Financing Planshall mean the base case financial plan as mutually agreed between the
Borrower and the Lenders (after incorporation of the views of the Lenders Engineer) and as
set out in Schedule VII.Financial Statementshall mean the profit and loss account for the period ending, balance
sheet and cashflow statements for a quarter of a Fiscal Year as the context may require.First Interest Reset Dateshall mean the date falling one (1) year from the date of this
Agreement.First Repayment Dateshall mean in respect of all the Rupee Lenders the date
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occurring six (6) months after the Project COD.Fiscal Yearshall mean the accounting period commencing from April 1st of each
year till March 31st of the next year.Force Majeureshall mean an event of force majeure howsoever defined in the Transaction
Documents.Foreign Currency Bullet Repayment Amountmeans thirty six per cent (36%) of the amount of
the Foreign Currency Facility to be repaid by the Borrower in a single instalment as part
of the forty  eighth (48th) repayment instalment in accordance with the Foreign Currency
Facility Agreement.Foreign Currency Facilityshall mean the US Dollars One Hundred and Forty Million (USD
140,000,000/-) term loan facility and the letter of comfort facility made available to the
Borrower by the Foreign Currency Lender under the Foreign Currency Facility Agreement.Foreign Currency Facility Agreementshall mean the foreign currency facility agreement
dated June 29, 2009 entered into
between, the Borrower, the Foreign Currency Lender, and the Facility Agent, for the Foreign
Currency Facility being availed of by the Borrower in relation to the Project, and shall
include any amendments or modifications thereto.Foreign Currency Lendershall mean India Infrastructure Finance company (UK) Limited, or
any successor, novatee, transferee or assignee thereof.Fuel Supply Agreementsmean all binding documents, agreements, deeds and other writings
entered into by the Borrower for procurement and supply of coal for the Project.GOIshall mean the Government of India.Goodsshall mean goods described in the Documentary Credit Application.
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Government of Orissashall mean the Government of the State of Orissa or any successor
entity assuming the obligations of the Government of State of Orissa in relation to the
Project as the case may be.Governmental Authorityshall mean the GOI, Government of Orissa, or the government of any
other state of India or any ministry, department, board, authority, instrumentality,
agency, corporation (to the extent acting in a legislative, judicial or administrative
capacity and not as a contracting party with the Borrower) or commission under the direct
or indirect control of the GOI or the Government of Orissa or any political subdivision of
any of them or owned or controlled by the GOI, the Government of Orissa or any of their
subdivisions, or any court, tribunal or judicial body within India.GRIDCO PPAshall mean the power purchase agreement dated September 28, 2006 executed
between Grid Corporation of Orissa Limited and the Borrower and shall include the letter
from GRIDCO to the Borrower dated October 01, 2008 requisitioning for 600 MW of power from
the first Unit of the Project, and any other similar letter or any other document issued
under such power purchase agreement.Hedging Planmeans the plan prepared by the Borrower, in form, substance and detail
satisfactory to the Facility Agent, specifying the Borrowers plans for hedging the
Borrowers currency risks, interest rate risks and such other risks as may be permitted by
the Facility Agent.ICC Uniform Customs & Practises for Documentary Creditsshall mean the rules governing
letters of credit as notified and updated by the International Chamber of Commerce from
time to time.IFRSshall mean International Financial Reporting Standards.Indenture of Mortgageshall, collectively, mean any mortgages created or to be created by
the Borrower over all or any of the assets mentioned in Section 8.7.1 in favour of the
Security Trustee for the benefit of the Lenders.
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Indian GAAPshall mean generally accepted accounting principles in India, as in effect from
time to time.Initial Drawdownshall mean the first Drawdown by the Borrower of a Facility under this
Agreement whether by way of issuance of a Letter of Commitment under this Agreement or
otherwise. For the avoidance of doubt, any drawdown under the Interim Rupee Facility
Agreements shall not be considered as Initial Drawdown.Initial Drawdown Dateshall mean date of the Initial Drawdown.Initial Securityshall have the meaning specified in Section 8.7.1.Insurance Consultancy Appointment Lettershall mean the letter issued by the Facility Agent
appointing the Lenders Insurance Consultant in connection with performance of certain
services with respect to the Project.Insurance Contract(s)shall mean the insurance contracts and policies specified by the
Lenders Insurance Consultant and required pursuant to this Agreement, any substitutes
therefor and any additional insurance contracts or policies required under any of the
Financing Documents.Intellectual Propertymeans all patents, trademarks, permits, service marks, brands, trade
names, trade secrets, proprietary information and knowledge, technology, computer programs,
databases, copyrights, licences, franchises, formulae, designs, rights of confidential
information and all other intellectual property.Intellectual Property Rightsmeans all rights, title, benefit and interest in relation to
Intellectual Property anywhere in the world (whether registered or not and including all
applications for the same) and as defined in Section 6.13.Intercreditor Agreementshall mean the Agreement entered into or to be entered into between
and amongst the Lenders, the Facility Agent and the Security
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Trustee.Interest Payment Dateshall mean the last day of each calendar month on which interest is
due and payable for the Loan except that the last Interest Payment Date shall coincide with
the last Repayment Date.Interest Periodshall mean, in respect of an Advance: (i) in the first instance, the period
commencing from the date of Drawdown and ending on (and excluding) the immediately
following Interest Payment Date; and (ii) subsequently, the period commencing on one
Interest Payment Date and ending on (and excluding) the immediately following Interest
Payment Date.Interest Reset Dateshall mean the date falling on the expiry of every one (1) year period
from the First Interest Reset Date during the currency of the Facility.Interest Taxshall mean any tax, fees or other statutory levy payable by the Lender which
is levied on any payments in the nature of interest (howsoever the same may be described
including but not limited to further interest, penalties, damages).Issuing Lendershall have the meaning given to it in Section 12.1A.Legal Proceeding(s)shall mean any litigation, judicial, quasi-judicial, administrative or
arbitral proceedings or proceedings with respect to any commission of inquiry.Lender or Lendersshall mean each of the Rupee Lenders and the Issuing Bank as listed in
Schedule II and any other bank or financial institution that may accede to this Agreement
by executing a Deed of Accession (as specified in Section 21.18) and the other relevant
Financing Documents in relation to any financial assistance provided to the Project.Lenders Consultantsshall have the meaning given to it in Section 7.1 (b) (i).
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Lenders Counselshall mean Amarchand & Mangaldas & Suresh A Shroff & Co., Mumbai acting for
the Lenders and the Facility Agent and any replacement therefor appointed by the Facility
Agent after consultation with the Borrower.Lenders Engineershall mean Mott MacDonald Private Limited, and any replacement therefor
appointed by the Facility Agent after consultation with the Borrower.Lenders Engineer Appointment Lettershall mean the appointment letter dated April 11, 2009
issued by the Facility Agent appointing the Lenders Engineer in connection with performance
of certain services with respect to the Project, including but not limited to the scope of
work specified in Schedule XIV.Lenders Insurance Consultantshall mean Marsh India Insurance Brokers Pvt. Limited, a
private limited company incorporated under the Companies Act and having its corporate
office at Tower 1, Peninsula Corporate Park, Lower Parel, Mumbai 400 013 including its
successors and assigns and any replacement therefor acting for the Lenders and the Facility
Agent and appointed by the Facility Agent after consultation with the Borrower and any
replacement therefor satisfactory to the Facility Agent.Lending Officeshall mean the address specified against the name of each Lender in Schedule
II.Lending Rateshall mean a rate which is 25 basis points below SBAR, which is 11.50% (eleven
point five zero per cent) as of the date hereof until the First Interest Reset Date and
thereafter, the applicable Lending Rate shall be the rate as reset in accordance with the
terms of this Agreement on every successive Interest Reset Date until the next Interest
Reset Date.Letter of Comfort Feesshall mean the commission payable by the Borrower to the Foreign
Currency Lender under the terms of the Foreign Currency Facility Agreement.
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Letter(s) of Commitmentor LOCshall mean letter(s) of commitment issued by the Issuing
Bank or any Rupee Lender, substantially in the form and manner attached hereto as Schedule
XV, as the case maybe, at the request of the Borrower in accordance with this Agreement, in
favour of the Buyers Credit Lender, for an amount not exceeding the Maturity Amount of the
Buyers Credit Facility provided by the Buyers Credit Lender. Provided that the face value
of all Letters of Commitment issued by the Lenders shall not exceed the aggregate Earmarked
Amount of all Lenders.Liquidated Damagesshall have the meaning given to such term in Section 14.6.Loanshall mean the aggregate of all Advances by the Lenders to the Borrower under this
Agreement to the maximum extent of their Commitment or (as the context requires) so much
thereof as may be outstanding from time to time.LOC Amountshall mean the amount (in Rupees or US Dollars at an exchange rate as on the
date of issuing the Letter of Commitment) designated by the Rupee Lender as specified in
Schedule II.LOC Commissionshall have the meaning as specified in Section 12.3.1 hereof.LOC Commission Payment Dateshall mean in the first instance, the date of the opening of
the Letter of Commitment and thereafter, the first day of each subsequent fiscal quarter,
or any other extended date that may be agreed by the Issuing Bank or the Rupee Lender
issuing the relevant Letter of Commitment, as the case may be.LOC Commission Rateshall mean the rate to be mutually agreed between the Borrower and each
Lender issuing or participating in a Letter of Commitment.LOC Commission Periodshall mean, in respect of a Letter of Commitment: (i) at the time of
issue of the Letter of Commitment, the period commencing from the date of issue of that
Letter of Commitment and ending on (and excluding) the next
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following LOC Commission Payment Date; and (ii) subsequently, the period commencing on one
LOC Commission Payment Date and ending on (and excluding) the following LOC Commission
Payment Date or the date when the Letter of Commitment is drawn down completely or the date
of the expiry of such Letter of Commitment, whichever is earlier.LOC Facilityshall have the meaning given to it in Section 3.1.1.Long Term Major Maintenance Planshall mean the plan setting 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.Loss Proceedsshall mean any insurance proceeds (after payment of costs of collection
incurred by the Security Trustee and the Facility Agent) received by the Security Trustee
arising from any claim under the Insurance Contracts.Major Maintenanceshall mean the inspection, servicing and replacement of parts of the
Plant after periodic intervals of operation of each Unit as certified by the Lenders
Engineer.Major Maintenance Amountsshall have the meaning given to it in the Trust and Retention
Account Agreement.Major Maintenance Budgetshall mean the major maintenance budget for the relevant Operating
Year itemized on a monthly basis for all Major Maintenance included in the operating plan
for such Operating Year.Major Project Documentsshall mean the documents listed in Schedule XVI.Major Project Partiesshall mean each of the counter-parties to any Major Project Document
or collectively all of them as the case may be.
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Managementshall mean the Persons appointed by the Borrower to operate and manage the
business and operations of the Borrower.Material Adverse Effectshall mean the effect or consequence of an event, circumstance,
occurrence or condition which has caused, as of any date of determination, or could
reasonably be expected to cause a material and adverse effect on: (i) the financial
condition, business or operation of the Borrower or any person who is party to the
Transaction Document including any material adverse effect on profits, production or sales;
(ii) the ability of the Borrower to perform its obligations under the Financing Documents
or any Project Documents, or the ability of any Material Project Participant (other than
the Borrower) to perform its obligations under the Financing Documents or the Project
Documents; (iii) the ability of the Borrower to exercise or enforce any right, benefit,
privilege or remedy under any Project Document or approvals for the Project; (iv) the
ability of the Borrower or any Material Project Participant to comply in all respects with
the terms or conditions of any approvals for the Project; (v) the validity or
enforceability of any of the Financing Documents (including the ability of any Secured
Party to enforce any of its remedies under any thereof), the Project Documents or the
approvals for the Project; (vi) the validity or enforceability of the Security Documents or
Permitted Security Interest of the Secured Parties; (vii) prejudicial to the Project; or
(viii) the Secured Parties ability to benefit from the assignment of the Borrowers right
of possession in respect of the Project which adverse effect, in the case of any such
event, circumstance, occurrence or condition which has already occurred as of such date of
determination, remains in effect or has not otherwise been fully remedied or alleviated as
of such date.Material Project Participantshall mean the Borrower, the Sponsor, any Person which
provides guarantees in respect of the performance of any operator appointed in respect of
the Project or any portion thereof, the Offtaker, the bank issuing the letter of credit
under the PPA, the Major Project Parties, and any Person appointed as a replacement or
substitute of any of the above.Maturity Amountshall mean the aggregate of the principal amount of the
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Buyers Credit Facility and the interest thereon payable at the expiry of the term of each
Buyers Credit Facility.Maturity Dateshall mean the last to occur of the maturity dates of any of the Facility.Memorandum and Articles of Associationshall mean the Memorandum and Articles of
Association of the Borrower as amended from time to time.Mining JV Agreementshall mean the agreement entered into by the Borrower with five other
companies for the establishment of a joint venture company to undertake the development of
the Coal Blocks.Mobilisation Periodshall mean the period from six (6) months prior to the scheduled Date
of Commercial Operation of the first Unit till the Date of Commercial Operation of the
first Unit or as approved by the Lenders Engineer.Mobilisation Planshall mean a written plan, setting forth, among other things, the budget
for and details of anticipated staffing requirements, purchases, training, objectives, and
required actions by the Borrower necessary to assist with Project start-up and performance
testing, and preparation for ongoing operation.Notice of Drawdownshall mean the notice to be provided by the Borrower to the Facility
Agent in the form set out in Exhibit 2 duly completed and in substance satisfactory to the
Facility Agent itemising in detail the use of the Drawdown proceeds as specified in Section
5.3 hereof.Novation Noticeshall have the meaning specified in Section 21.8.3.Obligationsshall mean all amounts payable by the Borrower pursuant to the terms of the
Financing Documents, including without limitation:
 (i)
    
    the principal of and interest and LOC Commission, Letter of Comfort Fees on
the Facility, and all other obligations and liabilities of the Borrower,
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including indemnities, expenses, fees, interest, Letter of Comfort Fees and LOC
Commission, incurred under, arising out of or in connection with any Financing
Document.(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)shall mean the entity or entities (including any of the Borrowers Affiliates)
that have executed a PPA with the Borrower for offtake of electricity generated by the
Project under such PPA.Operating Budgetshall have the meaning specified in the Trust and Retention Account
Agreement.Operating Yearshall mean the period beginning on the Date of Commercial Operation of the
first Unit and ending at 00:00 Hrs on the first of the next following April and each
subsequent period beginning at 00:00 Hrs on the first of April and ending at 00:00 Hrs on
the first of April of the following year.Operation and Maintenance Costsshall have the meaning specified in the Trust and Retention
Account Agreement.OPTCLmeans the Orissa Power Transmission Corporation Limited.Outstanding Due Amounts,in respect of a Loan, shall mean the amount of the Loan, which has
not fallen due.
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Participating Interestshall mean with respect to any Letter of Commitment and with respect
to a Rupee Lender, the share of credit risk of that Rupee Lender in that Letter of
Commitment which share shall be in the same proportions as that between the Unutilized LOC
Amount of that Rupee Lender and the aggregate Unutilized LOC Amount of all the Rupee
Lenders and as notified as such by the Issuing Bank at the time of issuance of the LOC.
 Participating Interest Noticeshall have the meaning given in Section 12.1.1 and will be in
the form set out in Schedule V.
 Payment Dateshall mean the date on which payment in respect of the amount claimed under
any Letter(s) of Commitment is required to be made in terms of such Letter(s) of
Commitment.
 Permitted Disposalshall mean any sale, disposal, lease or other transfer of any property
or assets which are:
 (1)
    
    required or permitted under any Financing 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
 in respect of (A), (B) and (C) above, which is replaced by other equipment of equal
or greater value and utility and secured in favour of the Secured Parties.
 Permitted Indebtednessshall mean:
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(i)
    
    the Facility, the Foreign Currency Facility and such other indebtedness that
the Borrower may incur as per the Financing Plan approved by the Facility Agent;(ii)
    
    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;(iii)
    
    financial obligations arising under the Transaction Documents and not
occurring as a result of a default by the Borrower of its obligations thereunder;(iv)
    
    financial obligations in connection with any hedging arrangement undertaken
in accordance with the Hedging Plan;(v)
    
    any other borrowing approved by the Facility Agent.
 Permitted Investmentsshall have the meaning specified in the Trust and Retention Account
Agreement.
 Permitted Security Interestshall mean the following:
 (a)
    
    the Security Interests, charges and other liens or encumbrances in favour of
Security Trustee pursuant to the Financing 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.
 Personshall mean any individual, corporation, partnership, (including, without limitation,
association), joint stock company, trust, unincorporated organization or government
authority or political subdivision thereof, international organisation, agency or authority
(in each case, whether or not having separate legal personality) and shall include their
respective successors and assigns and in case
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of an individual shall include his legal representatives, administrators, executors
and heirs and in case of a trust shall include the trustee or the trustees for the time
being.
 Plantshall mean equipment, machinery, apparatus, materials, articles, drawings, designs,
plans and things of all kinds to be erected, installed and commissioned by the relevant
counterparties to the Project Documents.
 Potential Event of Defaultshall mean an event, which with the giving of notice, lapse of
time, determination of materiality, or fulfillment of any other applicable condition or any
combination of the foregoing or otherwise, would constitute an Event of Default.
 PPAshall mean the GRIDCO PPA and any other power purchase agreement(s) entered into or to
be entered into between an Offtaker(s) and the Borrower for sale of the power generated by
the Project, as amended and novated from time to time.
 Project CODshall mean the Date of Commercial Operation of the last Unit of the Project,
which shall not be later than June 30, 2010, or actual implementation date of the Project.
 Project Costsshall mean all the actual costs incurred or to be incurred by the Borrower to
develop, finance, construct and operate the Project and all costs required to be incurred
till the Final Completion.
 Project Documentsshall mean:
 (a)
    
    Major Project Documents;(b)
    
    Insurance Contracts;(c)
    
    Any bonds, letters of credit or guarantees, consent agreements, side letters
under (a) and (b) above;
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(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 Proceedsshall have the meaning specified in the Trust and Retention Account
Agreement.
 Project Scheduleshall mean the construction schedule of the Project as specified
substantially in the form attached in Schedule VIII as may be amended from time to time
with the consent of the Facility Agent.
 Projectshall mean the development, design, procurement, ownership, construction,
commissioning, operation and maintenance of the 2400 MW coal based power project using
sub-critical technology, comprised of four (4) Units at the Project Site formulated by the
Borrower at Jharsuguda, Orissa, including development of the Coal Blocks.
 Project Siteshall mean and include land admeasuring approximately [] in Jharsuguda, State
of Orissa, where the Project is to be set up by the Borrower.
 Quarterly Financial Statementsshall mean unaudited Financial Statements in respect of a
fiscal quarter.
 Repayment Dateshall mean each date on which a Repayment Instalment shall be paid in
accordance with the Repayment Schedule.
 Repayment Instalmentshall have the meaning set out in Section 15.1.1.
 Repayment Scheduleshall have the meaning set out in Schedule IV.
 Required Equityshall mean an amount of Rs. 2050,00,00,000 (Rupees Two
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Thousand and Fifty Crores) required to be infused by the Sponsor by subscription to
the equity share capital of the Borrower providedthat the Required Equity shall not
include any equity contributed by the Sponsor for the purpose of investment in any
subsidiary of the Borrower in accordance with Section 9.9.
 Restricted Paymentsshall mean:
 (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 Financing Documents; or(iv)
    
    any investment (other than a Permitted Investment) in any entity other than
in a subsidiary.
 Restricted Payment Conditionsshall have the meaning given to it in the Trust and Retention
Account Agreement.
 Rupee or Rsshall mean the lawful currency of India.
 Rupee Bullet Repayment Amountshall mean forty per cent (40%) of the amount of the Loan to
be repaid by the Borrower in a single instalment as part of the last Repayment Instalment
in accordance with the Repayment Schedule.
 Rupee Facilityshall have the meaning given to it in Section 3.1.1.
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Rupee Lendersshall mean the Persons listed in Part A of Schedule II.
 Rupee Required Debtshall mean an amount of Rs. 6150,00,00,000 (Rupees Six Thousand One
Hundred and Fifty Crores) or equivalent of the same in any other currency.
 SBARshall mean the State Bank of India Benchmark Advance Rate, as prevailing from time to
time.
 Scope of Workshall have the meaning specified in the Project Documents.
 Secured Party or Secured Partiesshall mean the Lenders and the Security Trustee.
 Security Documentsshall mean all documents entered into or executed by the Borrower for
creating and perfecting the Security including:
 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 Interestshall mean any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever including, without limitation, (i) any
conditional sale or other title retention agreement, any financing
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or similar statement or notice filed under any recording or notice statute, and any
lease having substantially the same effect as any of the foregoing, and (ii) any
designation of loss payees or beneficiaries or any similar arrangement under any Insurance
Contract.
 Securityshall have the meaning specified in Section 8.7.
 Security Marginshall be a figure which is calculated as follows:
 1  (Debt divided by value of net fixed assets of the Borrower)
 Security Trustee Agreementshall mean the agreement entered into or to be entered into
between the Borrower, the Security Trustee and the Lenders.
 Security Trusteeshall mean IDBI Trusteeship Services Limited, being a company incorporated
in India and having its registered office at Asian Building, Ground Floor, 17, R.K. Kamani
Marg, Ballard Estate, Mumbai- 400001, acting as trustee for the Lenders under the Security
Trustee Agreement, or any successor thereof.
 Sharesshall mean fully paid-up equity shares of par value of Rs. 10/- each in the
Borrower.
 Share Pledge Agreementshall mean the agreement entered into or to be entered into between
the Borrower, Rampia Coal Mine and Energy Private Limited and the Security Trustee for
pledge of shares held by the Borrower in the Rampia Coal Mine and Energy Private Limited in
favour of the Security Trustee.
 Sponsorshall mean Sterlite Industries (India) Limited.
 Sponsor Supportshall have the meaning given to the term in the Sponsor Support Agreement.
 Sponsor Support Agreementshall mean the agreement entered into between the
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Sponsor, the Borrower, the Security Trustee and the Facility Agent.
 SWIFTshall mean Society for Worldwide International Financial Telecommunications.
 Tangible Networthshall mean Equity plus the amounts standing to the credit of the reserves
of the Borrower (including, without limitation, any share premium account and any credit
balance on the accumulated profit and loss account) minus the aggregate of: (a) any debit
balance in the profit and loss account or impairment of the issued share capital of the
Borrower (except to the extent that deduction with respect to that debit balance or
impairment has already been made); (b) revaluation reserves; (c) amounts set aside for
dividends or taxation (including deferred taxation); and (d) amounts attributable to
capitalized items such as goodwill, trademarks, deferred charges, licenses, patents and
other intangible assets.
 Taxesshall mean any and all present and future taxes, including without limitation, gross
receipts, sales, turn-over, value added, use consumption, property, income, franchise,
capital, occupational, license, excise, interest and documentary stamps taxes, and customs
and other duties, assessments, or fees, however imposed, withheld, levied, or assessed by
any country or government subdivision thereof or any other taxing authority.
 Total Debt Gearingshall mean the ratio derived by dividing Total Outside Liabilities with
Tangible Networth.
 Total Outside Liabilitiesshall mean the aggregate of all present and future obligation
(whether actual or contingent) of the Borrower to pay or repay money including, without
limitation:
 (a)
    
    amounts raised under any transaction having the financial effect of a
borrowing under the Indian GAAP;
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(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.
 but shall not include any deferred tax liability of the Borrower.Transaction Documentsshall mean each and all of the Project Documents and Financing
Documents executed or entered into, or to be executed or entered into, by the Borrower or
as the case may be, any other person, in relation, or pertaining, to the transactions
contemplated by, or under this Agreement and designated as Transaction Documents by the
Facility Agent and each such Transaction Document as amended from time to time.Trust and Retention Account Agreementshall mean the agreement entered into or to be
entered into between the Borrower, the Security Trustee, the Facility Agent and the Account
Bank.Twinstar Preference Sharesshall mean 803,230 Redeemable Cumulative Convertible Preference
Shares of the Borrower carrying a coupon rate of 2% of Rs. 10/- each fully paid up in cash
amounting to Rs 8,032,300/- held by Twinstar Infrastructures Limited.Unitshall mean a unit of the Project having an anticipated nominal capacity of six hundred
megawatts (600 MW).Unreimbursed Drawingsshall mean all amounts paid by the Issuing Bank towards the Claimed
Amount and cost, charges, expenses, etc. in relation to invocation of any Letter(s) of
Commitment that may not have been reimbursed by the Rupee Lenders or the Borrower.Unsatisfied CP Noticeshall have the meaning specified in Section 5.4.1.1(iii).
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Unutilized Earmarked Amountwith respect to a Rupee Lender shall mean its Earmarked Amount
less the sum of: (i) the sum of its Participating Interests in all the Letters of
Commitment; (ii) the aggregate of the face value of all individual Letters of Commitment
issued by such Rupee Lender under Section 12.1A; and (iii) any Disbursements in accordance
with Section 12.1.4.Unutilized LOC Amountwith respect to a Rupee Lender shall mean its LOC Amount less the sum
of: (i) the sum of its Participating Interests in all the Letters of Commitment; (ii) the
aggregate of the face value of all individual Letters of Commitment issued by such Rupee
Lender under Section 12.1A; and (iii) any reduction in the LOC Amount due to any
Disbursements in accordance with Section 12.1.4.US Dollarsor US$means the lawful currency from time to time of the United States of
America.
 1.2
    
    Principles of Construction
 In this Agreement:
 (A)
    
    reference to an Account includes a reference to any sub-account of that
Account;(B)
    
    reference to an amendment includes a supplement, modification, novation,
replacement or re-enactment and amended is to be construed accordingly;(C)
    
    a reference to assets include all properties whatsoever both present and
future, (whether tangible, intangible or otherwise) (including Intellectual Property
and Intellectual Property Rights), investments, cash-flows, revenues, rights,
benefits, interests and title of every description;(D)
    
    a reference to authorisation includes an authorisation, consent, clearance,
approval, permission, resolution, licence, exemption, filing and registration;
 
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(E)
    
    a reference to control includes the power to direct the management and
policies of an entity, whether through the ownership of voting capital, by contract or
otherwise;(F)
    
    a reference to encumbrance includes a mortgage, charge, lien, pledge,
hypothecation, Security Interest or any lien of any description whatsoever;(G)
    
    unless the context otherwise requires, the singular includes the plural and
vice versa;(H)
    
    headings and the use of bold typeface shall be ignored in its construction;(I)
    
    a reference to a Section or Schedule is, unless indicated to the contrary, a
reference to a section or schedule to this Agreement;(J)
    
    references to this Agreement shall be construed as references also to any
separate or independent stipulation or agreement contained in it;(K)
    
    the words other, or otherwise and whatsoever shall not be construed
ejusdem generisor be construed as any limitation upon the generality of any preceding
words or matters specifically referred to;(L)
    
    references to the word includes or including are to be construed without
limitation;(M)
    
    references to a person shall include such persons successors and permitted
assignees or transferees;(N)
    
    all references to agreements, documents or other instruments include (subject
to all relevant approvals) a reference to that agreement, document or instrument as
amended, supplemented, substituted, novated or assigned from time to time;(O)
    
    words importing a particular gender include all genders;
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(P)
    
    any reference to a public organisation shall be deemed to include a reference
to any successor to such public organisation or any organisation or entity which has
taken over the functions or responsibilities of such public organisation;(Q)
    
    references to Party means a party to this Agreement and references to
Parties shall be construed accordingly;(R)
    
    references to any law shall include any constitution, statute, law, rule,
regulation, ordinance, judgment, order, decree, authorisation, or any published
directive, guideline, requirement or governmental restriction having the force of law,
or any determination by, or interpretation of any of the foregoing by, any judicial
authority, whether in effect as of the date of the Financing Documents or thereafter
and each as amended from time to time;(S)
    
    capitalised terms and expressions not defined herein shall have the meanings
specified in the Financing Documents;(T)
    
    words and abbreviations, which have, well known technical or trade/commercial
meanings are used in the Agreement in accordance with such meanings;(U)
    
    repayment includes redemption and vice-versa and repaid, repayable,
repay, redeemed, redeemable and redemption shall be construed accordingly; and
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(V)
    
    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.
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SCHEDULE II
 LENDERS, LENDING OFFICE AND COMMITMENT
 Part A- Rupee Lenders
 Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount1.
    
    
    State Bank of India,
    
    
    1540.0
    
    
    
    923.4
    
    
    
    48.6Project FinanceSBUAddress:Corporate Centre,
Floor-3,State Bank
Bhavan,
Madame Cama Road,
Nariman Point,
Mumbai  400021Attn: Deputy
General ManagerFax: 02222883021Telephone
No.:022-2274 0370
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Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount2.
    
    
    IDBI Bank Limited
    
    
    569.0
    
    
    
    430.92
    
    
    
    22.68Address: IDBI Bank Ltd.,
ICG-PAD, IDBI Tower,
12th Floor, WTC
Complex, Cuffe Parade.
Mumbai  400 005
Attn: Deputy. General
Manager.Fax: 022-2218 3880/ 2215 5742Telephone No.: 022-6655 2098/ 6655
2359
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Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount3.
    
    
    Punjab National Bank
    
    
    405.0
    
    
    
    192.375
    
    
    
    10.125Address:Large Corporate Branch,
Maker Tower E,
Ground floor
Cuffe Parade,
Mumbai 400 005Attn: Deputy General ManagerFax: 022-2218 0403/8451Telephone No.: 022-2215 2058/2218
0752
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Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount4.
    
    
    Andhra Bank
    
    
    100.0
    
    
    
    0
    
    
    
    0Address: Corporate Finance Branch,
16-B, Earnest House,
16th Floor 194, NCPA Marg,
Nariman Point, Mumbai  400 021.
Attn: Asst. General Manager,
Fax: 022-2288 5841Telephone No.: 022-2288 4877
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Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount5.
    
    
    United Bank of India
    
    
    200.0
    
    
    
    95.0
    
    
    
    5.0Address:Mumbai Branch,United Bank of India Building. 25,
Sir P M Road, Fort.
Mumbai 400 001Attention: Assistant General ManagerFax: 022 2288 6909Telephone No.: 022
22873656/22871261/22871262
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Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount6.
    
    
    Life Insurance Corporation of India
    
    
    350.0
    
    
    
    0
    
    
    
    0Address: 6th Floor,
Investment DepartmentYogakshama Jeevan Bima Marg,
Mumbai 400 021Attn: Chief (Investment)Fax: 022  22810448Telephone No.: 022 66593616/22/81
 194




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount7.
    
    
    Syndicate Bank
    
    
    200.0
    
    
    
    95.0
    
    
    
    5.0Address: Syndicate Bank,
Homji Street, Fort,
Mumbai  400 023.
Attn: Dy. General Manager,Fax: 022-2267 6354Telephone No.: 022-2266 4568/2266 44078.
    
    
    Tamilnad Mercantile Bank Limited
    
    
    100.0
    
    
    
    0
    
    
    
    0Address: Garodia House,
1st Floor, 101-104,
Kazi Syed Street, Mandvi,
Mumbai  400 023.
Attn: Chief Manager,
Fax: 022-23401667Telephone No.: 022-23415624
 195




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount9.
    
    
    Bank of India
    
    
    200.0
    
    
    
    190.0
    
    
    
    10.0Address: Bank of India Building,
Fourth Floor
70-80 Mahatma Gandhi Road
Fort, Mumbai  400 001.Attn: Deputy General Manager
Fax: 022 2267 1718
Telephone No.: 022-2262 3656/2267
1152/ 22610918
 196




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount10.
    
    
    Canara Bank
    
    
    100.0
    
    
    
    47.5
    
    
    
    2.5Address: Industrial Finance Branch,
Canara Bank Building,
Adi Marzaban Street,
Ballard Estate, Mumbai  400 038.
Attn: Asst. General ManagerFax: 022-2262 6641
Telephone No.: 022-22666951/22675437/38/
22625806/22626898
 197




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount11.
    
    
    Union Bank of India
    
    
    300.0
    
    
    
    0
    
    
    
    0Address:
Union Bank of India Building
66/80, Mumbai Samachar Marg,
Mumbai400 023Attn: Deputy General ManagerFax: 022 22674135Telephone No.: 022 2267 4115
 198




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount12.
    
    
    Corporation Bank
    
    
    200.0
    
    
    
    190.0
    
    
    
    10.0Address: Industrial Finance Branch,
Bharat House, Ground Floor,
104, B. S. Marg, Fort,
Mumbai  400 023.Attn: Asst. General Manager
Fax: 022-2267 5309Telephone No.: 022-2267 0030
 199




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount13.
    
    
    Allahabad Bank
    
    
    350.0
    
    
    
    166.25
    
    
    
    8.75Address: Industrial Finance Branch,
17, R. N. Mukherjee Road.
Kolkata  700 001Attn: Asst. General ManagerFax: 033-2213 1004Telephone No.: 033-2213 1007/2213 100214.
    
    
    Oriental Bank of Commerce
    
    
    150.0
    
    
    
    142.5
    
    
    
    7.5Address: Maker Tower E,
18th Floor, Cuffe Parade,
Mumbai 400 005Attn: Deputy General ManagerFax: 022 22153533Telephone No.: 022 22189337/ 22154656
 200




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount15.
    
    
    UCO Bank
    
    
    405.0
    
    
    
    192.375
    
    
    
    10.125Address: Flagship Corporate Branch
Mafatlal Centre, 1st floor
Nariman Point,
Mumbai 400 021Attn: Deputy General ManagerFax: 022 2202 5338/ 4054 9122Telephone No.: 022 4054 9101
 201




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount16.
    
    
    Jammu and Kashmir Bank Limited
    
    
    200.0
    
    
    
    95.0
    
    
    
    5.0Address: The Jammu &
Kashmir Bank Ltd.
79-A, Mehta House
Bombay Samachar Marg,
Fort, Mumbai  400001Attn: Branch Head
Fax: 022 6656 5975Telephone No.: 022 22610056/ 6659 5971-74
 202




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount17.
    
    
    Central Bank of India
    
    
    100.0
    
    
    
    47.5
    
    
    
    2.5Address: Corporate Finance Branch,
1st
Floor, Central Bank Building,
M.G. Road,
Fort, Mumbai  400023Attn: Deputy General ManagerFax: 022-4078 5840
Telephone No.: 022-2265 3010/ 4078 580118.
    
    
    The Bank of Rajasthan Limited
    
    
    100.0
    
    
    
    47.5
    
    
    
    2.5Address: 18/20, Jeevan Jyoti
Building,
Cawasji Patel Street, Fort.
Mumbai  400 001.Attn: Asst. Vice President,
Fax: 022-22873471
Telephone No.: 022-32520560/32603987/
32922022
 203




---



##### 



Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    AmountTotal
    
    
    5569.0
    
    
    
    2855.32
    
    
    
    150.28
 Part B  Issuing Bank
 Issuing Bank
    
    Commitment1.
    
    State Bank of India
Address: 23, J.N. Heredia Marg, 
Ballard Estate, Mumbai  400 001
Attn: Deputy General Manager
Fax: 022-2267 9030
Telephone No.: 022 66356611/
22671916
    
    To issue Letter(s) of
Commitment upto a maximum of Rs.
2600,00,00,000/-
(Rupees Twenty Six Hundred Crores Only).
Provided that the
Issuing Bank shall not
issue any Letter of
Commitment if the
issue of such Letter
of Commitment results
in the aggregate of
the Participating
Interests of all Rupee
Lenders (other than
State Bank of India)
under all Letter(s) of
Commitment issued by
it under this
Agreement to exceed
Rs. 1400,00,00,000/-
(Rupees Fourteen
Hundred Crores Only).
 204




---



##### 



SCHEDULE III
 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.
 205




---



##### 



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.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.
 206




---



##### 



24.
    
    Permission under S. 281(1)(ii) of the Income Tax Act, 1961.25.
    
    Any other clearances required as may be specified by the Facility Agent.
 207




---



##### 



SCHEDULE IV
 REPAYMENT SCHEDULE
 Amount of Loanrepayable to theInstallment
    
    
    
    Lenders (inNumber
    
    Quarter
    
    percentage)1
    
    First Repayment Date  1st quarter
    
    1.25%2
    
    2nd quarter
    
    1.25%3
    
    3rd quarter
    
    1.25%4
    
    4th quarter
    
    1.25%5
    
    5th quarter
    
    1.25%6
    
    6th quarter
    
    1.25%7
    
    7th quarter
    
    1.25%8
    
    8th quarter
    
    1.25%9
    
    9th quarter
    
    1.25%10
    
    10th quarter
    
    1.25%11
    
    11th quarter
    
    1.25%12
    
    12th quarter
    
    1.25%13
    
    13th quarter
    
    1.25%14
    
    14th quarter
    
    1.25%
 208




---



##### 



Amount of Loanrepayable to theInstallment
    
    
    
    Lenders (inNumber
    
    Quarter
    
    percentage)15
    
    15th quarter
    
    1.25%16
    
    16th quarter
    
    1.25%17
    
    17th quarter
    
    1.25%18
    
    18th quarter
    
    1.25%19
    
    19th quarter
    
    1.25%20
    
    20th quarter
    
    1.25%21
    
    21st quarter
    
    1.25%22
    
    22nd quarter
    
    1.25%23
    
    23rd quarter
    
    1.25%24
    
    24th quarter
    
    1.25%25
    
    25th quarter
    
    1.25%26
    
    26th quarter
    
    1.25%27
    
    27th quarter
    
    1.25%28
    
    28th quarter
    
    1.25%29
    
    29th quarter
    
    1.25%30
    
    30th quarter
    
    1.25%31
    
    31st quarter
    
    1.25%32
    
    32nd quarter
    
    1.25%33
    
    33rd quarter
    
    1.25%34
    
    34th quarter
    
    1.25%
 209




---



##### 



Amount of Loanrepayable to theInstallment
    
    
    
    Lenders (inNumber
    
    Quarter
    
    percentage)35
    
    35th quarter
    
    1.25%36
    
    36th quarter
    
    1.25%37
    
    37th quarter
    
    1.25%38
    
    38th quarter
    
    1.25%39
    
    39th quarter
    
    1.25%40
    
    40th quarter
    
    1.25%41
    
    41st quarter
    
    1.25%42
    
    42nd quarter
    
    1.25%43
    
    43rd quarter
    
    1.25%44
    
    44th quarter
    
    1.25%45
    
    45th quarter
    
    1.25%46
    
    46th quarter
    
    1.25%47
    
    47th quarter
    
    1.25%48
    
    48th quarter
    
    41.25%
 210




---



##### 



SCHEDULE V
 FORM OF PARTICIPATING INTEREST NOTICE
    
 
 Name of Rupee Lender
    
    Participating Interest[]
    
    [][]
    
    [][]
    
    [][]
    
    [][]
    
    []
 211




---



##### 



OR ( for notifying revised Participating Interest )
 
 Name of Rupee Lender
    
    Participating Interest (revised)[]
    
    [][]
    
    [][]
    
    []
 
 [Name]ByName: 212




---



##### 



Title:Date: 213




---



##### 



SCHEDULE VI
 FINANCING DOCUMENTS
 1.
    
    Common Rupee Loan Agreement;2.
    
    Foreign Currency Facility Agreement;3.
    
    Trust and Retention Account Agreement;4.
    
    Intercreditor Agreement;5.
    
    Borrowers confirmation letter in respect of the Intercreditor Agreement;6.
    
    Sponsor Support Agreement;7.
    
    Facility Agent Agreement;8.
    
    Security Documents; and9.
    
    Any other agreement for financing designated as a Financing Document by the Facility Agent.
 214




---



##### 



SCHEDULE VII
 FINANCING PLAN
 Rupees.
    
    PercentageParticulars
    
    Crore
    
    (%)Capital
Contribution
 Equity Capital
    
    
    2050
    
    
    
    25
    %Senior
Debt Finance Term Loans
    
    
    6150
    
    
    
    75
    %Total
    
    
    8200
    
    
    
    100
    %
 215




---



##### 



SCHEDULE VIII
 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)
 216




---



##### 



Particulars
    
    Start
    
    CompletionTotal Implementation Period
    
    42 Months (June 2010)
 217




---



##### 



SCHEDULE IX
 BASE CASE
 PROFIT & LOSS ACCOUNT
 31-
    
    31-
    
    31-
    
    31-Profit & Loss
    
    Mar-
    
    Mar-
    
    Mar-
    
    Mar-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Account
    
    07
    
    08
    
    09
    
    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 Expense
    
    
    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
    
    
    
    389.00Orissa 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
    
    
    
    2546.34
 218




---



##### 



31-
    
    31-
    
    31-
    
    31-Profit & Loss
    
    Mar-
    
    Mar-
    
    Mar-
    
    Mar-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Account
    
    07
    
    08
    
    09
    
    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-23PBDIT
    
    
    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
 219




---



##### 



Projected Cash Flow of the Company
 31-Cash Flow
    
    Mar-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-`
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Statement
    
    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 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
    
    
    
    0.00Increase in Current Assets
    
    
    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
    
    
    
    18.93
 220




---



##### 



31-Cash Flow
    
    Mar-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-`
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-
    
    31-Statement
    
    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-23Total 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
 221




---



##### 



SCHEDULE X
 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
 222




---



##### 



SCHEDULE XI
 ESTIMATED PROJECT COST
 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
 223




---



##### 



SCHEDULE XII
 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.
 224




---



##### 



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 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.
 225




---



##### 



SCHEDULE XIII
 DEED OF ACCESSION
 (format)
 To:
    
    Lenders[Insert Address]To:
    
    Facility Agent[Insert Address]To:
    
    Security Trustee[Insert Address]Cc:
    
    Borrower[Insert Address]
 Deed   Common Rupee Loan Agreement
 
 226




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##### 



ANNEXURE
Part A  Rupee Lenders
 Name of Lender,
    
    Rupee
    
    Earmarked Amountregistered office and
    
    Commitmentbranch details and
    
    Amount (in Rupees
    
    LC
    
    DevaluationSr. No.
    
    Lending Office
    
    Crores)
    
    Amount
    
    Amount1.
    
    
    []
    
    
    []
    
    
    
    []
    
    
    
    []
 227




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##### 



SCHEDULE XIV
 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)
  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
 228




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##### 



*
    
    Off-site transport requirements*
    
    Evacuation requirements*
    
    Compliance with statutory regulations
 B.
    
    Design of Project Facilities
  mechanical, electrical, civil /
structural, and environmental engineers
 *
    
    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.
 229




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##### 



*
    
    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
  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.*
    
    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
 230




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##### 



*
    
    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 Schedule
  *
    
    Design*
    
    Equipment procurement*
    
    Equipment fabrication*
    
    Shipment / Transportation*
    
    Installation*
    
    Start-up*
    
    Testing*
    
    Unknown or variable elements in the schedule
 E.
    
    Total Project Cost Estimate
  *
    
    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.
 231




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##### 



*
    
    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 Schedule
  G.
    
    Review Performance Guarantees
  *
    
    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 Criteria
  *
    
    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.
 232




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##### 



I.
    
    Operations and Maintenance (O&M) Arrangements
  *
    
    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 Estimate
  K.
    
    Technical input to the Project Pro forma/ Financial Model
  *
    
    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
 233




---



##### 



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 Sensitivities
  *
    
    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 Transportation
  *
    
    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*
    
    Fuel sampling procedures
 234




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##### 



*
    
    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 Supply
  *
    
    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 Arrangements
  *
    
    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 Arrangements
  235




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##### 



*
    
    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 Documentation
  *
    
    The consistency of the various contract provisions within each of the
technical contracts.*
    
    The capability of the Project as designed to meet the Project operating,
contractual and licensing requirements.
  R.
    
    Review of Permits and Licenses
  *
    
    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.
 236




---



##### 



*
    
    Assess the adequacy of proposed evacuation facilities for the off take of
power.
 S.
    
    Environmental Impact Assessment
  *
    
    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 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.
 237




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##### 



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
 238




---



##### 



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 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
 239




---



##### 



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
  *
    
    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
 240




---



##### 



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:
 
    
    Issued Permits and Permit Applications
    
    Licensing Agency Correspondence (As Required)
    
    Site Lease or Acquisition Agreement
    
    Land Lease Agreement
    
    Coal block allotment letters
    
    Coal Mining JV agreement
 Design and Operating Information:
 
    
    Construction Contracts
    
    Facility Design Criteria
    
    Site Plan and General Arrangements
    
    Electrical Single-Line Diagrams
    
    Performance and Acceptance Testing Plan
    
    Turbine /Generator Performance Data
    
    Major Equipment Specifications and Purchase Orders
    
    Auxiliary Power Listing
    
    Selected Detailed Design Drawing
    
    Construction Methodology and Construction Equipment to be utilized
 241




---



##### 



Reports and Analysis:
 
    
    Environment Impact Analysis
    
    Mass Wasting Impact Analysis
    
    Energy Output Analysis
 Business Information:
 
    
    Financial Model and Supporting Documents
    
    Power Purchase Agreement
    
    Electrical Interconnection Agreement
    
    Operation and Maintenance Plan
    
    Project Operating and Management Structure
    
    Credit Facility Document
 Cost and Schedule:
 
    
    Project Cost Estimates (Detailed)
    
    Engineering & Procurement Schedule
    
    Construction Schedule
    
    Project Schedule
    
    Operation and Maintenance Cost Estimates (Including Spare Parts and Plant Staffing)
   242




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##### 



SCHEDULE XV
 FORMAT OF LETTER OF COMMITMENT
 
 
 243




---



##### 



244




---



##### 



SCHEDULE XVI
 MAJOR PROJECT DOCUMENTS
 (a)
    
    PPA;(b)
    
    Fuel Supply Agreements;(c)
    
    Coal Transportation Agreements;(d)
    
    Mining JV Agreement;(e)
    
    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;(f)
    
    Memorandum of Understanding between Governor of Orissa through Commissioner cum Secretary,
Energy Department and the Borrower dated September 26, 2006;(g)
    
    Offshore Supply Contract between the Borrower and SEPCOIII Electric Power Construction
Corporation, dated May 10, 2006 for the Project;(h)
    
    Onshore Supply Contract between the Borrower and SEPCOIII Electric Power Construction
Corporation, dated May 10, 2006 for the Project;(i)
    
    Offshore Engineering and Technical Services Contract between the Borrower and SEPCOIII
Electric Power Construction Corporation, dated May 10, 2006 for the Project;(j)
    
    Onshore Services and Construction Contract between the Borrower and SEPCOIII Electric Power
Construction Corporation, dated May 10, 2006 for the Project;
 
 245




---



##### 



(k)
    
    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;(l)
    
    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;
 (m)
    
    Letter of Award for design, engineering, obtaining statutory approvals from 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;(n)
    
    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;(o)
    
    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;(p)
    
    Purchase Order for supply of transformer, fire fighting equipment and spares issued by the
Borrower to Crompton Greaves Limited dated October 8, 2008;
 246




---



##### 



(q)
    
    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.(r)
    
    Any bonds, letters of credit or guarantees, consent agreements, side letters under (a) to (q)
above;(s)
    
    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.
 247




---



##### 



EXHIBIT 1
 NOVATION NOTICE
 To:
    
    [Insert name of Facility Agent][Insert address of Facility Agent]Attention:
    
    [Insert name of relevant department or title of relevant officer]andSterlite Energy Limited[Insert address of Borrower]Attention:
    
    [Insert title of relevant officer of the Borrower]
 Sterlite Energy Limited
 Common Rupee Loan Agreement dated  ___, 2009
 1.
    
    This Novation Notice relates to the captioned Agreement. Terms defined in the Common Rupee
Loan Agreement have the same meaning in this Novation Notice and in particular:Existing Lender means [Insert name of the Existing Lender];New Lender means [Insert name New Lender].2.
    
    The Existing Lender:
 (A)
    
    confirms that, to the extent details appear below under the heading Rights
and/or Obligations to be Novated, those details accurately summarise the rights
and/or obligations which are to be novated and which are, upon
 248




---



##### 



delivery of this Novation Notice to the Facility Agent (but subject to paragraph 3 below),
cancelled and discharged in accordance with Section 21.8 of the Agreement;
 (B)
    
    confirms that any consent, if any, required in accordance with Section 21.8
of the Agreement has been obtained for this novation; and(C)
    
    gives notice to the undersigned New Lender that the Existing Lender is under
no obligation to repurchase all or any part of those rights and/or obligations at any
time nor to support any losses suffered by the New Lender.
 3.
    
    The undersigned New Lender agrees that it assumes and acquires new rights and/or obligations
in accordance with Section 21.8 of the Agreement on and with
effect from [______].4.
    
    The New Lender:
 (A)
    
    confirms that, until further notice, its Lending Office and details for
communications are set out below;(B)
    
    agrees to perform and comply with the obligations expressed to be imposed on
it by Section 21.8 of the Agreement as a result of this Novation Notice taking effect;(C)
    
    acknowledges and accepts paragraph 2(C) above;(D)
    
    if not already a Lender, appoints each agent to act as its agent as provided
in the Agreement, the Financing Documents and the Security Documents and agrees to be
bound by such Agreement thereto; and(E)
    
    confirms, on the basis of the facts then known to it, that the novation will
not give rise to any requirement for any withholding or increased cost or other cost
or expense to the Borrower which would not be incurred by the
 249




---



##### 



Borrower if the novation did not take place.
 5.
    
    The above confirmations and documents are given to and for the benefit of and made with each
of the other Parties to the Agreement.
 Rights and/or Obligations to be Novated
 The Existing Lenders Available Commitment to be novated: Rs. [     ].This Novation Notice shall be governed by and construed in accordance with the laws of
India.
 For the Existing Lender
 Name:By:Authorized Signatory
Date: For the New Lender
 Name:By:Authorized Signatory
Date: 250




---



##### 



Lending Office
 
  Name:By:Authorized Signatory


Date 251




---



##### 



EXHIBIT 2
 NOTICE OF DRAWDOWN
 
 
 Notice of Drawdown of the Borrower
   1.
    
    This certificate is furnished pursuant to Section 5.3.1 of the Common Rupee Loan Agreement,
dated as of  (the Common Rupee Loan Agreement), among the Borrower, the
Lenders, the Facility Agent and the Security Trustee. Unless otherwise defined herein, all
capitalized terms used herein have the meanings assigned to those terms in the Common Rupee
Loan Agreement.2.
    
    The Borrower has irrevocably requested a Drawdown from [insert name of respective Lender or
Lenders] on [insert Business Day] in the amount of [insert amount] in accordance with Section
5.3 of the Common Rupee Loan Agreement (the Proposed Drawdown). After giving effect to the
Proposed Drawdown, the aggregate principal outstanding is [insert aggregate of all Drawdowns
made under the Facility and the Proposed Drawdown].3.
    
    For the purposes of Section 5 of the Common Rupee Loan Agreement, the Borrower hereby
certifies that the following statements are true on the date hereof
 252




---



##### 



and that the acceptance by the Borrower of the benefits of the Proposed Drawdown shall constitute
a representation and warranty by the Borrower to each of the Lenders and the Facility Agent
that as of the date of such Proposed Drawdown:
 (a)
    
    All representations and warranties of the Borrower and the other Material
Project Participants contained in the Common Rupee Loan Agreement and in the other
Transaction Documents are true, complete and correct in all material respects with the
same force and effect as though such representations and warranties had been made on
and as of the date hereof and as of the date of the Proposed Drawdown;(b)
    
    No Event of Default or Potential Event of Default has occurred and is
continuing;(c)
    
    All of the conditions in Section [Insert 7.1/7.2/7.3 as appropriate] of the
Common Rupee Loan Agreement have been satisfied and all the necessary certificates and
documentation required thereunder is attached herewith or has already been made
available to the Facility Agent and the Lenders; and(d)
    
    The proceeds of the Proposed Drawdown shall be used towards the Project Costs
under the Common Rupee Loan Agreement.
 4.
    
    If any of the certifications set forth in Clause 3 above shall cease to be valid on, as of or
prior to the date of the Proposed Drawdown, the Borrower shall immediately notify each of the
Lenders and the Facility Agent in writing.5.
    
    The Borrower hereby certifies that all proceeds of the equity required to be funded pursuant
to Section [ ] of the Sponsor Support Agreement have been made and have been or, as of the
date of the Proposed Drawdown will be applied for the following purposes, all of which form a
part of the Project Costs as allowed under the Common Rupee Loan Agreement in respect of
equity or has been allowed or
 253




---



##### 



approved by the Facility Agent and the Lenders in respect of the equity:
 Purpose
    
    Amount
 6.
    
    The Borrower hereby certifies that both before and after giving effect to the Proposed
Drawdown, the ratio of:
 (i)
    
    the sum of the principal amount outstanding of all the Facility over(ii)
    
    the sum of all paidup Required Equity is not greater than [].
 For the purpose of calculating the abovementioned ratio:
 (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 has be excluded, and(b)
    
    the calculation of Equity for the purposes of the abovementioned ratio has
been 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 has been used for the
purposes of calculating Equity.
 7.
    
    The Borrower hereby certifies that the sum of: (A) the aggregate of all amounts available but
undrawn under the Facility and all undisbursed moneys in the Construction Accounts; (B)
proceeds of insurance received and available to the Borrower, (C) Loss Proceeds; (D)
liquidated damages under Project Documents and other amounts which are due and payable
pursuant to the Transaction Documents; (E) any unfunded Sponsor Support obligation pursuant to
Sections [ ] of the Sponsor Support Agreement, equals or exceeds the sum of the amount
necessary to pay all balance Project Costs which have been or are reasonably likely to be
incurred in connection with the Project in order to achieve Final Completion.
 254




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##### 



8.
    
    Outstanding Due Amounts under the Facility including the amount of the Drawdown requested
hereunder is .
 
 STERLITE ENERGY LIMITEDBy:Name:Designation: 255




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##### 



EXHIBIT 3
 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 any Lender in accordance with the Common Rupee Loan Agreement.2.
    
    Based on the information supplied to us by the Borrower, we also certify that the conditions
precedent to Drawdown stipulated in Section 5 of the Common Rupee Loan Agreement have been
satisfied.3.
    
    Pursuant to Section 5.4.1 of the Common Rupee Loan Agreement, Drawdown may occur in terms of
the Notice of Drawdown of the Borrower dated ____________, 20__.
 For and on behalf of [  ], as Facility AgentName:Designation:
 256




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##### 



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/ V. Ramanathan/s/ Manish
BhatterIDBI TRUSTEESHIP SERVICES LIMITED
    
    
    )as Security Trustee, for the Lenders
    
    
    )By:
    
    
    /s/ Ajit S. GurujiName:
    Ajit S. GurujiTitle:
    Vice PresidentSTATE BANK OF INDIA
    
    
    )as Facility Agent, for the Lenders
    
    
    )By:
    
    
    /s/ VRK SaxenaName:
    VRK SaxenaTitle:
    Assistant General Manager
 257




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##### 



STATE BANK OF INDIA
    
    
    )as Issuing BankBy:
    
    
    /s/ VRK SaxenaName:
    VRK SaxenaTitle:
    Assistant General ManagerSTATE BANK OF INDIA
    
    
    )as a Rupee LenderBy:
    
    
    /s/ VRK SaxenaName:
    VRK SaxenaTitle:
    Assistant General ManagerIDBI BANK LIMITEDas a Rupee Lender
    
    
    )By:
    
    
    /s/ Subrajit BhowmickName:
    Subrajit BhowmickTitle:
    Deputy General ManagerPUNJAB NATIONAL BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ V.K. SardeshpandeName:
    V.K. SardeshpandeTitle:
    Sr. ManagerANDHRA BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ K.G. Sivasankar RaoName:
    K.G. Sivasankar RaoTitle:
    Chief Manager
 258




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##### 



LIFE INSURANCE CORPORATION OF INDIA
    
    
    )as a Rupee LenderBy:
    
    
    /s/ Smt. Anjali N. DesaiName:
    Smt. Anjali N. DesaiTitle:
    Deputy Secretary
(Investment)SYNDICATE BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ JugeshchanderName:
    JugeshchanderTitle:
    Assistant General ManagerTAMILNAD MERCANTILE BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ S. Senthil AnandanName:
    S. Senthil AnandanTitle:
    Chief ManagerBANK OF INDIA
    
    
    )as a Rupee LenderBy:
    
    
    /s/ V.V. AgnihotriName:
    V.V. AgnihotriTitle:
    Assistant General
ManagerCANARA BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ M.R. MuralidharName:
    M.R. MuralidharTitle:
    Chief Manager
 259




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##### 



CORPORATION BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ M. PineiroName:
    M. PineiroTitle:
    Chief ManagerUNION BANK OF INDIAas a Rupee LenderBy:
    
    
    /s/ N.S. HegdeName:
    N.S. HegdeTitle:
    Chief ManagerUNITED BANK OF INDIAas a Rupee LenderBy:
    
    
    /s/ Sanjay KumarName:
    Sanjay KumarTitle:
    Assistant General ManagerALLAHABAD BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ Ashok Nath ChattopadhyayName:
    Ashok Nath ChattopadhyayTitle:
    Senior ManagerORIENTAL BANK OF COMMERCE
    
    
    )as a Rupee LenderBy:
    
    
    /s/ K.K. AacharyaName:
    K.K. AacharyaTitle:
    Deputy General Manager
 260




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##### 



UCO BANK
    
    
    )as a Rupee LenderBy:
    
    
    /s/ R.K. AnjariaName:
    R.K. AnjariaTitle:
    Senior ManagerRelationshipJAMMU & KASHMIR BANK LIMITED
    
    
    )as a Rupee LenderBy:
    
    
    /s/ A.K. ParditaName:
    A.K. ParditaTitle:
    Senior Executive ManagerCENTRAL BANK OF INDIA
    
    
    )as a Rupee LenderBy:
    
    
    /s/ B. AkbaralyName:
    B. AkbaralyTitle:
    Assistant General ManagerTHE BANK OF RAJASTHAN LIMITED
    
    
    )as a Rupee LenderBy:
    
    
    /s/ A.M. ArunName:
    A.M. ArunTitle:
    Senior Manager
 261