Exhibit 10.1


 





 


Exhibit 10.1 ISO 9001:2008 Certified Ascend
Telecom Infrastructure Pvt. Ltd. Certified true copy of resolution passed by the Board at its meeting held on 12th March 2013
BR 002/1232013 ‘‘RESOLVED” that the Company do hereby execute a Master Restructuring Agreement as per draft
enclosed, and initialed by the Chairman for the purposes of identification, as required under the CDR guidelines of The Reserve
Bank of India. “FURTHER RESOLVED that any Director of the Company viz., Mr Vivek Sett. Mr Sanjeev Chachondia or Shri Sudhir
Kumar Chaturvedi Chief Executive Officer of the Company and/or Shri Rajagopalan, Chief Financial Officer of the company be and
are hereby jointly and severally authorized execute Master Restructuring Agreement and to do all acts, deeds, and things as may
be required for processing of the case through CDR Forum and the Common Seal of the company be affixed on any document required
for the purpose as per the provisions of the Articles of association For Ascend Telecom Infrastructure P Ltd Company Secretary


 



    	 



    	 



    

 





 


Master Restructuring Agreement Name of Lender Name of Authorised
Person with Designation Signature Canara Bank (Lead Bank) A K Jain Chief Manager Bank of Baroda S. Ponnusammy Chief Manager State Bank of Bikaner & Jaipur R.P. Arora AGM
State Bank of Hyderabad S.T. Nand Krishore Chief Manager Dena Bank D.P. Kateria, Manager, S.K. Singh D.G.M UCO Bank N. Padhi AGM
Indian Overseas Bank M. Parthasarathy AGM Bank of Maharashtra ILLEGIBLE United Bank of India Mohit Dhawan Chief Manager State
Bank of Mysore DATTATRAY M. PAI Chief Manager Vijaya Bank T. M. Mini Chief Manager Corporation Bank Anil Kumar Asst Mgr Indian
Bank R Mani Union Bank of India Omkar Sharma, Chief Manager Punjab & Sind Bank ILLEGIBLE Bank of India Milind Tilgukla, Sr.
Manager Allahabad Bank Sushme Jha, Chief Manager State Bank of India T.R. Pariwa AGM Oriental Bank of Commerce (Erstwhile ITIL)
E. Venkateswarlu Chief Manager Ascend Telecom Infrastructure pvt. ltd Mr. Rajagopalan 


 



    	 



    	 



    

 





 


KarurVysya Bank V. Anburaj Chief Manager V. Venkata
Subramaniam CM State Bank of Travancore Dileep K.P. AGM IL&FS Financial Services Ltd. Amol Baxi Asst Vice President Central
Bank of India Vivek Jain AGM CFS Member Axis Bank OBC (ErstWhile Ascend) E. Venkateswarlu Chief Manager


 



    	 



    	 



    

 





 


MASTER RESTRUCTURING AGREEMENT BETWEEN ASCEND TELECOM INFRASTRUCTURE PVT. LTD. (ATIPL) AND CANARA BANK&
OTHER LENDERS MENTIONED IN THE SCHEDULE - I 


 



    	 



    	 



    

 





 


Table of Contents ARTICLE I 10 A. EFFECTIVENESS
10 B. DEFINITIONS 10 ARTICLE II 17 2.0 RESTRUCTURING OF THE LIABILITIES OF THE BORROWER 17 2.1 ACKNOWLEDGEMENT OF INDEBTEDNESS
17 2.2 Waiver of Existing Events of Defaults 17 2.3 Waiver of Liquidated Damages/ Interest/Further Interest 17 2.4 RESTRUCTURING
17 2.4.1 FACILITY A1- EXISTING ERSTWHILE-ITIL TL 18 2.4.2 INTEREST ON FACILITY A1: 18 2.4.3 REPAYMENT OF FACILITY Al 18 2.5.1 FACILITY
B1- EXISTING ERSTWHILE-ASCEND TL 18 2.5.2 INTEREST ON FACILITYBI: 18 2.5.3 REPAYMENT OF FACILITY B1 18 2.6.1 FACILITY CI –
FITL 19 2.6.2 INTEREST ON FACILITY CI 19 2.6.3 REPAYMENT OF FACILITY CI 19 2.7.1 FACILITY DI – WORKING CAPITAL 19 2.7.2 INTEREST
CLAUSE 19 2.7.3 ADDITIONAL INTEREST 19 ARTICLE III 19 3.1 SECURITY FOR THE FACILITIES 19 3.2 CREATION OF ADDITIONAL SECURITY 20
3.2.1 ACQUISITION OF ADDITIONAL IMMOVABLE PROPERTIES 20 3.2.2 CONTINUATION OF EXISTING SECURITY 21 ARTICLE IV 22 PREPAYMENT OF
THE FACILITIES 22 4.1 RIGHT TO PREPAY 22 4.2 REFINANCING [AS APPLICABLE] 22 ARTICLE V 23 5 REPRESENTATIONS AND WARRANTIES 23 ARTCI
LE VI 26 6.1 AFFIRMATIVE COVENANTS 26 6.2 NEGATIVE COVENANTS 30 ARTICLE VII 30 7.1 EVENTS OF DEFAULT 31 7.2 POTENTIAL EVENT OF
DEFAULT 33 7.3 REMEDIES 33 7.4 OTHER CONSEQUENCES OF DEFAULT 33 ARTICLE VIII 36 8.1 RIGHT OF RECOMPENSE 36 8.2 RIGHT OF REVOCATION
36 8.3 CONSEQUENCES OF REVOCATION 37 ARTICLE IX 39 ACCESSION, ASSIGNMENT 39 9.1 ACCESSION TO THIS AGREEMENT 39 9.2 SUCCESSORS AND
ASSIGNS 39


 



    	 



    	 



    

 





 


9.3 ASSIGNMENT BY THE BORROWER 39 9.4 PARTICIPATION
AND ASSIGNMENT 39 ARTICLE X 41 MISCELLANEOUS 41 10.1 NOTICES AND ADDRESSES 41 10.2 COMMUNICATIONS 41 10.3 ENGLISH TRANSLATION 41
10.4 MODIFICATION OF EXISTING DOCUMENTS 41 10.5 DISCLOSURE 41 10.6 SEVERABILITY 42 10.7 COUNTERPARTS 42 10.8 ENTIRE AGREEMENT 42
10.9 NO PARTNERSHIP 42 ARTICLE XI 43 11.1 GOVERNING LAW AND JURISDICTION 43 11.2 RELIEF 43 113 WAIVER OF IMMUNITY 43 ARTICLE XII
44 SPECIAL CONDITIONS 44 PARTICULARS OF LENDERS 49 SCHEDULE II 51 PARTICULARS OF EXISTING LENDERS AND EXISTING FINANCIAL, ASSISTANCE
51 SCHEDULE IIIA 54 PART A 54 PARTICULARS OF FACILITYAI – TERM LOANS OF ERSTWHILE ITIL 54 PART B 54 TERMS AND CONDITIONS
OF FACILITY A1 54 SCHEDULE III B 55 PART A 55 PARTICULARS OF FACILITY B1 - LOANS OF ERSTWHILE ASCEND 55 PART B 56 TERMS AND CONDITIONS
OF FACILITY B1 56 SCHEDULE III C 58 FACILITYCI – FITL 58 PART B 58 TERMS AND CONDITIONS OF FACILITY C1 58 SCHEDULE III D
59 FACILITY D1 59 SCHEDULE III E 60 SCHEDULE IV 61 PARTICULARS OF LITIGATION 61 SUBSIDIARIES OF THE BORROWER'S 61 SCHEDULE V 62
FORMAT OF DEED OF ACCESSION 62 SCHEDULE VI .63 ADDRESSES FOR ISSUE OF NOTICE 63 CONCURRENTAUDITOR TO BE APPOINTED 63 LENDERS: SAME
AS MENTIONED IN SCHEDULE 1 63


 



    	 



    	 



    

 





 


INDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp Certificate No. : IN-DL95972938036564L
Certificate Issued Date : 28 Mar 2013 03:37 PM Account Reference : IMPACC (IV) / d1747903/ DELHI/ DL-DLH Unique Doc. Reference
: SUBIN-DLDL74790391522734099124L Purchased by : ASCEND TELECOM INFRASTRUCTURE PVT LTD Description of Document : Article Others
Property Description : Not Applicable Consideration Price (Rs.) : 0 (Zero) First Party : ASCEND TELECOM INFRASTRUCTURE PVT LTD
Second Party : Not Applicable Stamp Duty Paid By : ASCEND TELECOM INFRASTRUCTURE PVT LTD Stamp Duty Amount(Rs.) : 50 (Fifty only)
Please write or type below this line MASTER RESTRUCTURING AGREEMENT This MASTER RESTRUCTURING AGREEMENT (hereinafter referred to
as this “Agreement”) is executed as of 30th day of March 2013 at New Delhi: BETWEEN ASCEND TELECOM INFRASTRUCTURE
PVT. LTD., a company within the meaning of the Companies Act, 1956 having its Registered Office at Plot No. 332, Mani Mansion,
Defence Colony, Sainikpuri, Hyderabad - 500 094, India in the State of Andhra Pradesh (hereinafter referred to as “the
Borrower” which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns);
of the FIRST PART Statutory Alert: 1. The authenticity of the Stamp Certificate can be verified at Authorised Collection Centers
(ACCs), SHCIL Offices and Sub-registrar Offices (SROs). 2. The Contact Details of ACCs, SHCIL Offices and SROs are available on
the Web site “www.shcilestamp.com”


 



    	 



    	 



    

 





 


INDIA NON JUDICLAL Government of National Capital Territory of Delhi e-Stamp Certificate No. : IN-DL95972520502132L
Certificate Issued Date : 28-Mar-2013 03:37 PM Account Reference : IMPACC (IV) / d1747903/ DELHI/ DLDLH Unique Doc. Reference :
SUBIN-DLDL74790391523306534800L Purchased by : ASCEND TELECOM INFRASTRUCTURE PVT LTD Description of Document : Article Others Property
Description : Not Applicable Consideration Price (Rs.) : 0 (Zero) First Party : ASCEND TELECOM INFRASTRUCTURE PVT LTD Second Party
: Not Applicable Stamp Duty Paid By : ASCEND TELECOM INFRASTRUCTURE PVT LTD Stamp Duty Amount (Rs.) : 50 (Fifty only) Please write
or type below this line THIS FORMS PART AND PARCEL OF THE MASTER RESTRUCTURING AGREEMENT (MRA) EXECUTED BY ASCEND TELECOM INFRASTRUCTURE
P LTD DATED MARCH 30, 2013. Statutory Alert: 1. The authenticity of the Stamp Certificate can be verified at Authorised Collection
Centers (ACCs), SHCIL Offices and Sub-registrar Offices (SROs). 2. The Contact Details of ACCs, SHCIL Offices and SROs are available
on the Web site “www.shcilestamp.com”


 



    	 



    	 



    

 





 


INDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp Certificate No. : IN-DL95973679724692L
Certificate Issued Date : 28 Mar-2013 03:38 PM Account Reference : IMPACC (IV)/ d1747903/ DELHI/ DL-DLH Unique Doc. Reference :
SUBIN-DLDL74790391521700540398L Purchased by : ASCEND TELECOM INFRASTRUCTURE PVT LTD Description of Document : Article Others Property
Description : Not Applicable Consideration Price (Rs.) : 0 (Zero) First Party : ASCEND TELECOM INFRASTRUCTURE PVT LTD Second Party
: Not Applicable Stamp Duty Paid By : ASCEND TELECOM INFRASTRUCTURE PVT LTD Stamp Duty Amount (Rs.) : 50 (Fifty only) Please write
or type below this line THIS FORMS PART AND PARCEL OF THE MASTER RESTRUCTURING AGREEMENT (MBA) EXECUTED BY ASCEND TELECOM INFRASTRUCTURE
P LTD DATED MARCH 30 2013 Statutory Alert: 1. The authenticity of the Stamp Certificate can be verified at Authorised Collection
Centers (ACCs), SHCIL Offices and Sub-registrar Offices (SROs). 2. The Contact Details of ACCs, SHCIL Offices and SROs are available
on the Web site “www.shcilestamp.com”


 



    	 



    	 



    

 





 


INDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp Certificate No. : IN-DL95973255271469L
Certificate Issued Date : 28 Mar 2013 03:38 PM Account Reference : IMPACC (IV)/ d1747903/ DELHI/ DL-DLH Unique Doc. Reference :
SUBIN DLDL74790391522254994655L Purchased by : ASCEND TELECOM INFRASTRUCTURE PVT LTD Description of Document : Article Others Property
Description : Not Applicable Consideration Price (Rs.) : 0 (Zero) First Party : ASCEND TELECOM INFRASTRUCTURE PVT LTD Second Party
: Not Applicable Stamp Duty Paid By : ASCEND TELECOM INFRASTRUCTURE PVT LTE Stamp Duty Amount (Rs.) : 50 (Fifty only) Please write
or type below this line THIS FORMS PART AND PARCEL OF THE MASTER RESTRUCTURING AGREEMENT (MBA) EXECUTED BY ASCEND TELECOM INFRASTRUCTURE
P LTD DATED MARCH 30 2013 Statutory Alert: 1. The authenticity of the Stamp Certificate can be verified at Authorised Collection
Centers (ACCs), SHCIL Offices and Sub-registrar Offices (SROs). 2. The Contact Details of ACCs, SHCIL Offices and SROs are available
on the Web site “www.shcilestamp.com”


 



    	 



    	 



    

 





 


AND CANARA Bank, a bank included in the Second Schedule to the Reserve Bank of India Act 1934 / a company
within the meaning of Companies Act, 1956 [*a company incorporated under the Companies Act ,1956 (I of 1956) and a banking company
within the meaning of section 5 (c) of the Banking Regulation Act, 1949 (10 of l949 *a banking company under the Banking Regulation
Act, 1949 and a corporation established under the provisions of the State Bank of India Act, 1955 / *a banking company under the
Banking Regulation Act, 1949 (10 of 1949) and a body corporate constituted under Banking Companies (Acquisition & Undertaking)
Act, 1970, / *a banking company under the Banking Regulation Act 1949 (10 of 1949) and a body corporate constituted under Banking
Companies (Acquisition & Undertaking) Act, 1980] and having its Head Office at112, J.C. Road, BANGALORE -560002 and Branch
at Prime Corporate Branch II, 2nd floor, World Trade Center, Barakhamba Lane New Delhi 110 001 (hereinafter referred
to as "Monitoring Institution/Lead Bank" which expression shall unless it be repugnant to the subject or context thereof,
include its successors and assigns), of the SECOND PART AND BANK OF BARODA, a body Corporate constituted by and under the Banking
Companies (Acquisition and Transfer of Undertakings) Act 1970, and having its Head Office at Suraj Plaza 1, SayajiGanj, Baroda
390005 and having one of its Branch offices at Corporate Financial Services Branch, 1st floor, 3, WalchandHirachandMarg,
Ballard Pier, Mumbai - 1, (hereinafter referred to as BOB which expression shall, unless it be repugnant to the subject or context
thereof, include its successors and assigns), of the THIRD PART. AND UNITED
BANK OF INDIA, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970,
and having its Head Office at 11 Hemant BasuSarani, Kolkata – 700001, and having one of its Branch offices at Nehru
Place Branch, 106-109, 1st Floor, Ansal Tower, 38, Nehru Place, New Delhi - 110019 (hereinafter referred to as United Bank of India,
which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the FOURTH
PART AND BANK OF INDIA, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings)
Act 1970, and having its Head Office at STAR HOUSE, C - 5, "G" Block, BandraKurla Complex, Bandra (East), Mumbai 400
051., and having one of its Branch offices at Bank of India, Mumbai Large Corporate Branch, Oriental Building, Ground floor,
364, D.N.Road, Fort, Mumbai 400001 (hereinafter referred to as BOI which expression shall, unless it be repugnant to the subject
or context thereof, include its successors and assigns), of the FIFTH PART AND STATE BANK OF BIKANER & JAIPUR, a body Corporate
constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970, and having its Head Office
at TilakMarg, Jaipur – 302005, and having one of its Branch offices at 16, Community Centre, Saket, New Delhi – 110
017 (hereinafter referred to as SBBJ which expression shall, unless it be repugnant to the subject or context thereof, include
its successors and assigns), of the SIXTH PART


 



    	 



    	 



    

 





 


STATE BANK OF MYSORE, a body Corporate constituted by and under the SBI (Subsidiary Bank Act, 1959, and
having its Head Office at K.G.Road, Bangalore - 560254, India, and having one of its Branch offices at Corporate Accounts
Branch, No. 3-4-5, DDA Bldg, Nehru place, New Delhi - 110019 (hereinafter referred to as SBM which expression shall, unless it
be repugnant to the subject or context thereof, include its successors and assigns), of the SEVENTH PART AND ALLAHABAD BANK, a
body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970, and having its
Head Office at 2, N. S. ROAD, Kolkata- 700 001, and having one of its Branch offices at Industrial Finance Branch, 1st
Floor, 17, Parliament Branch, New Delhi – 1 (hereinafter referred to as Allahabad Bank which expression shall, unless it
be repugnant to the subject or context thereof, include its successors and assigns), of the EIGHT PART AND
STATE BANK OF HYDERABAD, a body Corporate constituted by and under the SBI (Subsidiary Banks) Act 1959, and having its Head Office
at Gunfoundry, Hybank Tower, Hyderabad-500001, Andhra Pradesh and having one of its Branch offices at 74, Janpath, New Delhi -
1 (hereinafter referred to as SBH which expression shall, unless it be repugnant to the subject or context thereof, include its
successors and assigns), of the NINTH PART AND VIJAYA BANK, a body Corporate constituted by and under the Banking Companies (Acquisition
and Transfer of Undertakings) Act 1970, and having its Head Office at No.41/2, Trinity Circle, M G Road, Bangalore - 560001,
and having one of its Branch offices at Nanjappa Mansion, Shantinagar, K H Road, Bangalore – 560 027 (hereinafter referred
to as Vijaya Bank which expression shall, unless it be repugnant to the subject or context thereof, include its successors and
assigns), of the TENTH PART AND STATE BANK OF INDIA, a body Corporate constituted by and under the Banking Companies (Acquisition
and Transfer of Undertakings) Act 1970, and having its Head Office at 8th Floor, State Bank Bhavan, Madame Cama Road Near
VidhanBhavan, Nariman Point Mumbai, - 400021, and having one of its Branch offices at Industrial Finance Branch, 14th floor,
Jawahar Vyapar Bhawan, 1 Tolstoy Marg, New Delhi – 1 (hereinafter referred to as SBI which expression shall, unless it be
repugnant to the subject or context thereof, include its successors and assigns), of the ELEVENTH PART AND DENA BANK, a body Corporate
constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970, and having its Head Office
at Dena Corporate Centre, C-10, G-Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051, and having one of its Branch offices
at Corporate Business Branch, C-10, Block, BandraKurla Complex, Bandra (E), Mumbai - 51 (hereinafter referred to as DenaBank which
expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the TWELFTH
PART


 



    	 



    	 



    

 





 


CORPORATION BANK, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer
of Undertakings) Act 1970, and having its Head Office at Mangaladevi Temple Road, Pandeshwar, MANGALORE - 575 001, Karnataka, India,
and having one of its Branch office at 21, Dalal Street, Mumbai -400 021 (hereinafter referred to as Corporation Bank which
expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the THIRTEENTH
PART AND ORIENTAL BANK OF COMMERCE, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of
Undertakings) Act 1970, and having its Head Office at Plot No. 5, Institutional Area, Sector-32, Gurgaon – 122001,
and having one of its Branch offices at HarshaBhawan, Ground Floor, E Block, Connaught Place, New Delhi – 1 (hereinafter
referred to as OBC ITIL which expression shall unless it be repugnant to the subject or context thereof, include its successors
and assigns), of the FOURTEENTH PART AND UCO BANK, a body Corporate constituted by and under the Banking Companies, (Acquisition
and Transfer of Undertakings) Act 1970, and having its Head Office at 10, BTM Sarani, Kolkata, 700001, and having one of
its Branch offices at Mid Corporate Branch, 5, SansadMarg, New Delhi – 1 (hereinafter referred to as UCO Bank which
expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the FIFTEENTH
PART AND INDIAN BANK, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings)
Act 1970, and having its Corporate Office, 254-260, AvvaiShanmugamSalai, Royapettah, Chennai - 600 014, and having one of its Branch
offices at G-41, Connaught Circus, New Delhi – 1 (hereinafter referred to as Indian Bank which expression shall unless
it be repugnant to the subject or context thereof, include its successors and assigns), of the SIXTEENTH PART AND KARUR VYSYA BANK,
a body Corporate constituted by and under the Indian Companies Act 1993 and having Head Office at Erode Road, Karur - 639002,
and having one of its Branch offices at 108/1, T.Nagar G.N.Chetty Road, Chennai 600017 (hereinafter referred to as KVB Bank which
expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the SEVENTEENTH
PART AND INDIAN OVERSEAS BANK, a body Corporate constituted by and under the Banking companies (Acquisition and Transfer of Undertakings)
Act 1970, and having its Head Office at 763 Anna Salai, Chennai - 600002, and having one of its Branch offices at Unit No.
19 & 22, Moolchand Shopping cum office complex, Defence Colony Ring Road, New Delhi – 110 024 (hereinafter referred
to as IOB which expression shall unless it be repugnant to the subject or context thereof include its successors and assigns),
of the EIGHTEENTH PART


 



    	 



    	 



    

 





 


UNION BANK OF INDIA, a body Corporate constituted by and under the Banking Companies (Acquisition and
Transfer of Undertakings) Act 1970, and having its Head Office at Union Bank Bhavan, 239, VidhanBhawanMarg, Nariman Point,
Mumbai – 400 021, and having one of its Branch offices at Industrial Finance Branch, Union Bank Bhavan, 239, VidhanBhawanMarg,
Nariman Point, Mumbai – 400 021 (hereinafter referred to as UBI which expression shall, unless it be repugnant to the subject
or context thereof, include its successors and assigns), of the NINETEENTH PART AND STATE BANK OF TRAVANCORE, a body Corporate
constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970, and having its Head Office
at State Bank of Travancore Head Office Building, Trivandrum - 695012, and having one of its Branch offices at Industrial
Finance Branch, Bldg. No. 40 / 6694-E, Malankara Centre, M G Road, Ernakulam – 682 035 (hereinafter referred to as SBT which
expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the TWENTIETH
PART AND BANK OF MAHARASHTRA, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings)
Act 1970, and having its Head Office at 'Lokmangal', 1501, Shivajinagar Pune-411005, and having one of its Branch offices
at Mittal Chambers, Ground Floor, Nariman Point, Mumbai – 400 021 (hereinafter referred to as Bank of Maharashtra which expression
shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the TWENTY-FIRSTPART AND
PUNAB & SIND BANK, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings)
Act 1970, and having its Head Office at 1st Floor, 21, Rajendra Place, New Delhi-110008, and having one of its Branch offices
at P – 18/90, 1st floor, Madra Hotel Building, Connaught Place, New Delhi - 1 (hereinafter referred to as Punjab &
Sind Bank which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns),
of the TWENTY-SECOND PART AND IL&FS FINANCIAL SERVICES LTD., a company incorporated and registered under the companies act
1956, and having its Head Office at The IL&FS Financial Centre, 3rd Floor, Plot C-22, G-Block, Bandra Kurla Complex,
Bandra – East, Mumbai – 400 051 and having one of its Branch offices at The IL&FS Financial Centre, 3rd Floor,
Plot C-22, G-Block, Bandra Kurla Complex, Bandra – East, Mumbai – 400 051 (hereinafter referred to as IL&FS (ITIL
Loan) which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of
the TWENTY-THIRD PART AND AXIS BANK, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer
of Undertakings) Act 1970, and having its Head Office at Bombay Dyeing Mills Compound, PandurangBudhkarMarg, Worli, Mumbai
- 400025 and having one of its Branch offices at 6-3-879/B, 1st floor, G.Pulla Reddy Building Greenlands,
Begumpet Road, Hyderabad (hereinafter referred to as Axis Bank which expression shall, unless it be repugnant to the subject or
context thereof include its successors and assigns), of the TWENTY-FOURTH PART


 



    	 



    	 



    

 





 


AND ORIENTAL BANK OF COMMERCE, a body Corporate constituted by and under the Banking Companies (Acquisition
and Transfer of Undertakings) Act 1970, and having its Head Office at Plot No. 5, Institutional Area, Sector-32, Gurgaon
– 122001, and having one of its Branch offices at S.D.Road Branch, Secunderabad (hereinafter referred to as OBC Ascend
which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the TWENTY-FIFTH
PART AND CENTRAL BANK OF INDIA, a body Corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings)
Act l970, and having its Head Office at Chander Mukhi, Nariman Point, Mumbai – 400 021, and having one of its Branch
offices at Corporate finance branch, Central Bank Bldg, 1st floor, M G Road, Fort, Mumbai - 23 (hereinafter
referred to as Central Bank of India which expression shall, unless it be repugnant to the subject or context thereof, include
its successors and assigns), of the TWENTY-SIXTH PART WHEREAS by consent of all the parties Canara Bank is designated and recognized
as Lead Bank of the Consortium and if the Consortium is increased or diminished from time to time by adding or dropping of one
or more Banks or is changed by substitution by one Bank and another during the currency of this agreement, then the ‘reconstituted
consortium’ will be governed by the provisions of this agreement as if they have been added or dropped herein as the case
may be the term ‘the said Banks‘ shall mean and deem to include the reconstituted consortium as well; AND The Financial
Institutions/Banks whose names and addresses are set out in Schedule I hereto (Such FIs and Banks are hereinafter collectively
referred to as the Lenders) Whereas A. The Borrower, engaged in the business of owning and providing passive telecom infrastructure
on a shared, multi-tenancy basis, had a portfolio of 3,864 independent telecom towers with 6,337 tenants spread across 19 telecom
circles in India. The Borrower had requested the Existing Lenders for various financial assistances for setting up / modernization
/ implementation of the Project and for other requirements for its operations. B. The Existing Lenders, at the request of the Borrower,
sanctioned rupee term loans foreign currency loans, deferred payment guarantee facilities and working capital facilities and or
subscribed to debentures and / or any other financial assistance more particularly described in Schedule II hereto (hereinafter
collectively referred to as the “The Existing Financial Assistance”) to the Borrower for the purpose and on the terms
and conditions contained in various loan agreements / facility agreements entered into between the Borrower and Lenders, more particularly
described in Schedule I hereto. C. The Borrower from time to time created security for due repayment of the Existing Financial
Assistance. The details of security created by the Borrower are described in the Schedule II hereto. D. The Borrower has requested
the Lenders for debt restructuring as the project under implementation and/or the operations of the Borrower has come under strain
due to various internal or external reasons. E. At the request of the Borrower and in consideration of the Borrower’s commitment
to improve its operations, the Borrower has been referred to the Corporate Debt Restructuring Forum, a non-statutory voluntary
mechanism set up


 



    	 



    	 



    

 





 


under the aegis of the Reserve Bank of India, for the efficient restructuring of corporate debt (hereinafter
referred to as the "CDR"). Pursuant thereto, the CDR Empowered Group at their meeting held on March 7, 2013 has approved
a restructuring package in terms of which the Existing Financial Assistance is to be restructured and certain additional financial
assistance is to be extended to the Borrower as set out in the Letter of Approval dated 28th March 2013 issued by Corporate
Debt Restructuring Cell to the Existing Lenders and Borrower and amended vide letter of the Corporate Debt Restructuring Cell dated
nil , [culminating in a revised and comprehensive letter from the Corporate Debt Restructuring Cell dated nil ] (hereinafter
referred to as the "CDR Package") F. The Borrower and the Lenders have, inter alia, agreed to enter into this Agreement
in order to give effect to CDR Package. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I A. Effectiveness The terms and conditions of this Agreement shall be binding upon and effective as between the Parties,
with effect from the date hereof (hereinafter referred to as the "Effective Date"). Notwithstanding this, the Lenders
agree and confirm that the Borrower will be entitled to the reliefs and concessions granted by the Lenders pursuant to the Approved
CDR Package, with effect from the Relevant Date. B. DEFINITIONS In this Agreement, unless the context otherwise requires, the following
terms shall have the meanings given to them below: 1.1. "Applicable Lending Rate" means the applicable rate of interest
on the Facilities as stipulated in this Agreement and prevailing from time to time as increased by such by such percentages as
may be provided in this Agreement. 1.2. "Approved CDR Package has the meaning given to such term in Recital (E).” 1.3.
Acceding Lenders means: (a) each Lender; (b) an Existing Lender upon execution
of an agreement on terms not more onerous to the Borrower than the terms of this Agreement and execution, (in accordance with the
terms thereof) the Intercreditor Agreement, to the extent of its Existing Loans that have been restructured pursuant thereto; and
(b) any Priority Lender, any Person providing an Additional Priority Loan or any Person refinancing an Existing Loan or a Facility
pursuant to Section 4.2 (Refinancing), upon execution of an agreement on terms not more onerous to the Borrower than the terms
of this Agreement and the Priority Loan Agreements and execution, or accession to (in accordance with the terms thereof) the Intercreditor
Agreement by such Priority Lender or other Person.


 



    	 



    	 



    

 





 


1.4. CDR has the meaning given to such term in Recital (E). 1.5 CDR Empowered Group means group consisting
of representatives of the participating Financial Institutions and Banks who acknowledge and agree to constitute the CDR Empowered
Group consisting of representatives of IDBI, ICICI Bank and SBI as standing members in addition to the representatives of other
Lenders, who are members of the CDR" 1.6 Concurrent Auditor means any Person so appointed by the Borrower with the prior consent
of the Lenders in accordance with Section 6.1(xi) 1.7 Cut off date means April 1, 2012 1.8 Disbursement by Adjustment means the
amounts remained un disbursed under the Existing Financing Documents which are being adjusted towards the overdue interest as on
the Relevant date 1.9 Effective Date means effective date as defined in Clause of A of Article I hereto, 1.10 Event of Default
means all events of default (howsoever described) including Potential Event of Default under any of the Restructuring Documents.
1.11 Existing Event of Default/s means the defaults under the Existing Documents uptodate of this agreement. 1.12 Existing Lender
means each of the Person who has provided an Existing Loan to the Borrower. 1.13 Existing Loans means the amounts owed by the Borrower
to the Lenders, including the Disbursement by Adjustment being the amounts set out in Schedule II, together with interest, compound
interest, additional interest, default interest, costs, charges, expenses and any other monies payable by the Borrower in relation
thereto. 1.14 Existing NCDs / OCDs means non convertible debentures / optionally convertible debentures of the Borrower subscribed
by Existing Lenders as set out in Schedule II hereto. 1.15 Existing Financing Documents means, collectively, the loan / guarantee
assistance / subscription agreements entered into by the Borrower and the party or parties named therein in relation to the Existing
Loans, Existing NCDs, and Preference Shares all as listed in Schedule II 1.16 Existing Security Documents means, collectively,
all documents creating, perfecting or evidencing any Security Interest in respect of the Existing Loans as all listed in Schedule
II. 1.17 Existing Documents means collectively Existing Financing Documents
and Existing Security Documents. 1.18 Foreign Currency Facilities means the foreign currency loans as set out in Schedule II, granted
by the Existing Lenders. 1.19 Facilities means, collectively, Facility A1, Facility B1 and Facility C1, Facility D1 and Facility
E1 means any of them individually.


 



    	 



    	 



    

 





 


1.20 Facility A1 has the meaning given to such
term in Section [2.4.1]. 1.21 Facility B1 has the meaning given to such term in Section [2.5.1] 1.22 Facility C1 has the meaning
given to such term in Section [2.6.1] 1.23 Facility Dl has the meaning given to such term in Section [2.7.1] 1.24 Governmental
Authority means any agency, authority, central bank, department, legislature, minister, ministry, official or public, regulatory
or statutory Person or state-owned organisation (whether autonomous or not) of, the government of, that state or any political
sub-division in or of that state, any Person who in any capacity whatsoever then owns, holds, administers or controls any of the
reserves of that state, any court, tribunal or judicial body. 1.25 Intercreditor Agreement means the agreement or memorandum of
paripassu arrangement, whether by exchange of letters or otherwise, between any or all of the Acceding Lenders, inter alia, governing
the ranking of the Security Interests created in their favour and sharing of proceeds therefrom. 1.26 Law means any applicable
constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any
jurisdiction or any present or future directive, regulation, circular, notification, clarification, guidelines, instruction or
requirement having the force of law, and "lawful" and "unlawful" shall be construed accordingly. 1.27 Monitoring
Committee or MC means the committee comprising representatives of the Lenders constituted or reconstituted by the CDR Empowered
Group, from time to time, in relation to the Borrower for inter alia, monitoring the implementation of the CDR Package. 1.28 Material
Adverse Effect means any change or effect on the business property, operations, prospects or condition (financial or otherwise)
of the Borrower that materially and adversely affects or would materially and adversely affect the ability of the Borrower to perform
its obligations under this Agreement and any of the other Restructuring Documents. 1.29 NCDs meannon convertible debentures of
the Borrower being subscribed by Acceding Lenders. 1.30 Party means the Borrower and/or the Lenders. 1.31 Permitted Indebtedness
means: (a) normal trade credit in the ordinary course of business, including trade guarantees, and temporary loans and advances
granted to staff or contractors or suppliers in the ordinary course of business ; (b) working capital facilities, which are considered
necessary for the Borrower in the ordinary course of its business, by its working capital consortium; and (c) any other indebtedness
as may be permitted under the CDR Package, this Agreement or by the Lenders Monitoring Committee.


 



    	 



    	 



    

 





 


1.32 Person means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated
organization, association, corporation, company, institution, public benefit corporation, other entity, government (whether federal,
central, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or
department thereof) or Governmental Authority. 1.33 Permitted Security Interest(s) means: (a) Security Interests created in favour
of any of the Lenders pursuant to Article III; (b) any Security Interests existing in favour of any Existing Lender as of the date
of this Agreement and as disclosed in Schedule II hereto; and (c) any Security Interests created in favour of a Refinance Lender
pursuant to Section 4.2 (Refinancing). 1.34 Potential Event of Default shall
have the meaning ascribed to it in section 7.2. 1.35 Preference Shares means the preference shares of the Borrower subscribed by
the Existing Lenders as set out in Schedule II hereto. 1.36 Project means setting up of independent telecom towers (3864 towers
as on April 1, 2012 (COD)) 1.37 Project Documents means all the documents executed by the Company in connection with implementation,
operation and maintenance, supply of fuel, supply of raw materials, sale of products etc. 1.38 Principal Term Debt means outstanding
principal of the Existing Loans after Disbursement by Adjustment, interest, compound interest and liquidated damages and other
charges as on April 1, 2012 (COD) 1.39 Rupee Loans means the rupee loans as set out in Schedule II granted by Existing Lenders.
1.40 Repayment Schedule means the amortisation schedule/ redemption Schedule for repayment of the principal amount of the Facilities
as set out in Part B of respective Schedule IIIA, Schedule III B and III C 1.41 Relevant Date means April 1, 2012 1.42 Restructuring
Documents means this Agreement, Existing Loan Agreements as modified, amended by this Agreement, the Security Documents any other
agreement or document executed by the Borrower or any other Person, with or, in favour of, any of the Lenders, in order to effectuate
the restructuring contemplated in this Agreement and the CDR Package and any other agreement or document so designated by the Monitoring
Committee. 1.43 Security Documents means any documents creating, perfecting and/or evidencing Security Interests in favor of the
Lenders to secure amounts due under the Restructuring Documents and includes all Existing Security Documents as amended, amended
and restated, modified, substituted or replaced pursuant to the transactions contemplated under


 



    	 



    	 



    

 





 


this Agreement and the CDR Package and any documents executed pursuant hereto or thereto. 1.44 Security
Interest means right, title and interest of any kind created in favour of, or for the benefit of, any Person to secure the obligations
of the Borrower or any other Person and includes any mortgage, charge, pledge, lien, hypothecation, assignment or other encumbrance
in favour of, or for the benefit of, any Person. 1.45 Tax means any present or future tax, levy, impost, duty, charge, withholding,
cess, other levies and all amounts of a similar nature owed to any Governmental Authority (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same). 1.46 Transaction Documents means, collectively,
the Restructuring Documents and the Project Documents. 1.47 Trust and Retention Account means the trust and retention account that
may be opened by the Borrower and shall include all sub-accounts of such account. 1.48 Trust and Retention Account Agreement means
the agreement to be entered into between, inter alia, the Borrower, a scheduled bank acceptable to the Lenders and the Lenders
or their designee in relation to the Trust and Retention Account. 1 INTERPRETATION In this Agreement unless the context otherwise
requires : i) headings and the use of bold typeface shall be ignored in its construction; ii) the words "other", "or
otherwise" and "whatsoever" shall not be construed ejusdem generis or as any limitation upon the generality of any
preceding words or matters specifically referred to; iii) references to a party to this Agreement or a person shall include their
respective successors, assignees or transferees (to the extent assignment or transfer is permitted under the relevant agreement);
iv) 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; v) the words "herein",
"hereto" and "hereunder" refer to this Agreement as a whole and not to the particular section in which such
word may be used; vi) words importing a particular gender shall include all genders; whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms; vii) references to any law shall include references to such
law as it may, after the date of this Agreement, from time to time be amended supplemented or re-enacted; and


 



    	 



    	 



    

 





 


viii) a reference to a "party" is to a party to this Agreement and a reference to the "parties"
is, unless otherwise stated to the contrary, a reference to the parties to this Agreement. ix) the Recitals shall be construed
as part of this Agreement; x) the definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined; xi) the words "include", "includes" and "including" shall be deemed to be followed by the
phrase "without limitation"; xii) the word "will" shall be construed to have the same meaning and effect as
the word "shall"; xiii) any reference in this Agreement, to this Agreement or any other agreement or document shall be
construed, without limitation, as a reference to this Agreement or, as the case may be, such other agreement or document, in each
case as the same may have been, or may from time to time be, amended, varied, novated, acceded to or supplemented and any reference
to any statutory provision shall include such provision and any regulations made thereunder and any statutory re-enactment, modification
or replacement thereof; xiv) any reference herein to any Person shall be construed to include such Person's permitted successors,
transferees and assigns; xv) all references herein to Sections, Annexes, Exhibits, Schedules and Parts shall be construed to refer
to Sections, Annexes, Exhibits, Schedules and Parts to, this Agreement; xvi) a "month" is a reference to a calendar month
or a period starting on one day in a calendar month and ending on the day immediately preceding the numerically corresponding day
in the next succeeding calendar month, and references to "months" shall be construed accordingly; xvii) the "winding-up",
"bankruptcy", "dissolution" or "insolvency", of a company or corporation shall be construed so as
to include, without limitation, any equivalent or analogous proceedings under the Law of the jurisdiction in which such company
or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking
of temporary or permanent suspension of payment, liquidation, winding-up, reorganisation, dissolution, judicial management, administration,
arrangement, adjustment, protection or relief of debtors and whether voluntary or involuntary; xiii) the Section titles and Table
of Contents contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation
of the provisions of this Agreement; xix) all Annexes, Schedules, and other attachments hereto, or expressly identified as part
of this Agreement, are incorporated herein by reference, and taken together with this Agreement, shall constitute a single agreement;
xx) unless otherwise specified, in this Agreement, in the computation of periods of time from a specified date to a later specified
date, the words “from” and “commencing on” mean from and “including” and


 



    	 



    	 



    

 





 


"commencing on and including", respectively, and the words "to", "until"
and "ending on" each mean "to but not including", "until but not including" and "ending on but
not including", respectively; and xxi) save where the contrary is indicated, any reference in this Agreement to a time of
day shall be construed as a reference to local time in, India. xxii) Words and expressions used in this Agreement but not defined
herein or elsewhere in this Agreement, shall be understood in their ordinary literal meaning with reference to the context in which
they are used.


 



    	 



    	 



    

 





 


ARTICLE II 2.0 RESTRUCTURING OF THE LIABILITIES OF THE BORROWER 2.1 ACKNOWLEDGEMENT OF INDEBTEDNESS The
Borrower hereby irrevocably acknowledges and confirms the existence of, and, in the absence of any manifest error (which shall
be determined by the Lenders at their sole discretion, any such determination by the Lenders being binding on the Borrower), the
amount of the Existing Loans outstanding to each of the Existing Lenders as set out in Schedule II hereto and agrees to, and acknowledges,
the reconstitution of the Existing Loans due to the Lenders pursuant to the CDR Package, this Agreement and the other Restructuring
Documents. 2.2 Waiver of Existing Events of Defaults Subject to Section 8.3 (Consequences of Revocation), each of Existing Lenders
hereby waives any Existing Events of Default relating to such Lender and any and all rights, remedies and powers that may have
arisen in connection therewith.For avoidance of doubt, it is hereby clarified that the Lenders do not hereby waive their right
to recover their respective Facilities, in accordance with the terms of this Agreement. In the event any Lender had already committed
any action against the Borrower and/or its guarantors, unless such action is brought to a close through consent terms or otherwise
pursuant to Restructuring Documents such action shall not abate but shall continue against the Borrower and / or the Guarantor(s)
as the case may be. 2.3 Waiver of Liquidated Damages/Interest/Further Interest Each
Existing Lender hereby waives the obligation of the Borrower to pay any liquidated damages, default or penal interest / charges
for the period from April 1 2012, further interest charged by the Lender in excess of the document interest rates specified in
the Existing Security Documents of such Lender, together with compound interest, penalties or any other charges thereon under the
Existing Finance Documents and Existing Security Documents of such Lender during the period commencing on April 1, 2012 and ending
on the date of this agreement. For the purposes of this Section, the document interest rates in relation to any Lender shall mean
the rate of interest applicable to the Existing Loan of such Lender under its Existing Finance Documents and Existing Security
Documents prior to April 1, 2012. 2.4 RESTRUCTURING Each of the Lenders and the Borrower hereby agree that the Existing Loans shall
hereby stand reconstituted as follows: (a) Existing erstwhile India Telecom Infra Ltd. (hereinafter referred to as ITIL) to be
restructured shall stand reconstituted into Facility A1 (b) Existing erstwhile Ascend Term Loans to be restructured shall stand
reconstituted into facility B1 (c) Funding of interest on existing Term loanfor ITIL loans only for a period of 2 years from Cutoff
date to be constituted into Facility C1 (d) Working capital shall reconstituted as Facility D1


 



    	 



    	 



    

 





 


2.4.1 Facility A1- Existing erstwhile-ITIL TL The principal amounts outstanding as onApri1 1, 2012 together
with all interest, charges, costs, expenses and any other amounts accrued and outstanding onApril 1, 2012in relation to the Rupee
Loans and all principal amounts that are rupee-tied and outstanding under the Foreign Currency Facilities as on April 1, 2012 together
with all interest, charges, costs, expenses and any other amounts that are Foreign Currency-tied, have accrued and are outstanding
on April 1, 2012 in relation to the Foreign Currency Facilities and Capex Letter of Credit (all such amounts as set out in Part
A of Schedule IIIA) shall stand reconstituted as Facility Al on the terms and conditions set out in Part B of Schedule IIIA (such
facility referred to as "Facility A1"). The entire term loan (senior and subordinate debt) shall be merged into one single
instrument Amount paid after COD will be refunded and adjusted towards the mandatory equity to be brought by the company except
principal overdue of Rs. 16.93 crs. (March overdue installment of ITIL lenders which was paid subsequently). 2.4.2 Interest on
Facility A1: Each of the Lenders and the Borrower hereby agree that interest shall accrue on the principal amount of Facility Al
at the rate mentioned in Part B of Schedule. IIIA plus applicable interest tax, if any or other similar statutory levy from Cutoff
date. 2.4.3 Repayment of Facility Al The Borrower undertakes to repay the principal amounts of the Facility Al in accordance with
the Amortization Schedule set forth in Part B Schedule IIIA hereto. 2.5.1 Facility B1 - Existing erstwhile-Ascend TL The principal
amounts outstanding as on December 31, 2012 together with a interest, charges, costs, expenses and any other amounts accrued and
outstanding as on December 31, 2012 in relation to the Rupee Loans and all principal amount that are rupee-tied and outstanding
under the Foreign Currency Facilities as on December 31, 2012 together with all interest, charges, costs, expenses and any other
amounts that are Foreign Currency-tied, have accrued and are outstanding on December 31, 2012 in relation to the Foreign Currency
Facilities and Capex Letter of Credit (if any) (all such amounts as set out in Part A of Schedule IIIB) shall stand reconstituted
as Facility B1 on the terms and conditions set out in Part B of Schedule IIIB (such facility referred to as "Facility Bl").
Repayments made after December 31, 2012 pertaining to period after December 31, 2012 to be refunded and adjusted towards the mandatory
equity to be brought by the company. 2.5.2 Interest on Facility B1: Each of the Lenders and the Borrower hereby agree that interest
shall accrue on the principal amount of Facility B1 at the rate mentioned in Part B of Schedule IIIB plus applicable interest tax
or other similar statutory levy from Cutoff date. 2.5.3 Repayment of Facility B1 The Borrower undertakes to repay the principal
amounts of the Facility B1 in accordance with the Amortization Schedule set forth in Part B Schedule IIIB hereto.


 



    	 



    	 



    

 





 


2.6.1 Facility C1 – FITL Funding of interest in relation to existing Term loans for a period of
2 years from COD (all such amounts as set out in Part A of Schedule IIIC) shall stand restructured on the terms and conditions
set out in Part B of Schedule IIIC. 2.6.2 Interest on facility Cl Each of the Lenders and the Borrower hereby agree that interest
shall accrue on the principal amount of Facility C1 at the rate mentioned in Part B of Schedule IIIC plus applicable interest tax
or other similar statutory levy from Cut off date. 2.6.3 Repayment of Facility Cl The Borrower undertakes to repay the principal
amounts of the Facility Cl in accordance with the Amortization Schedule set forth in Part B Schedule IIIC hereto. 2.7.1 Facility
Dl – Working Capital Existing OCC / OBD to be converted into a secured OD of Rs. 25 cr. Rate of interest shall be 16.25 %
p.a. (floating) , linked to Base Rate of Canara Bank and waiver of all unpaid penal/compound interest, liquidated damages and any
other charges for delays/ irregularities from cutoff date till the MRA execution date. Tenor of the OD shall be 1 year 2.7.2 INTEREST
CLAUSE All interest on the Facilities and all other monies accruing due under this Agreement shall, in case the same be not paid
on the respective due dates, carry interest/further interest at the Applicable Lending Rate computed from the respective due dates
and shall become payable upon the footing of compound interest with monthly/quarterly rests as provided in this Agreement. (ii)
All interest on other monies which shall accrue under the provisions of this Agreement shall also be payable in the manner and
on the dates as mentioned in this Agreement for payment of interest on the principal amounts of the Facilities. 2.7.3 Additional
Interest . In case the security/additional security as stipulated in Article III hereof is not created, then the Borrower shall
pay additional interest at the rate as decided by CDR-EG till creation of all securities stipulated in Article III hereof. ARTICLE
III 3.1 SECURITY FOR THE FACILITIES A) The Facilities together with all interest, liquidated damages, premia on prepayment or on
redemption, costs, expenses and other monies whatsoever stipulated in this Agreement shall be secured by way of creation of Security
Interest as under: a) Primary Facility Details of security CC Paripassu first charge on the current assets and fixed assets of
the


 



    	 



    	 



    

 





 


company along with the term lenders of erstwhile ITIL in the CDR. {i.e. Under common pool of security}
For TL and FITL of erstwhile ITIL First parripassu charge on the movable and immovable assets (Current and Fixed) of the erstwhile
ITIL so financed by the erstwhile ITIL lenders and also balances in the TRA account for Erstwhile ITIL Lenders. (The total no.
of towers of erstwhile ITIL as on COD was 2,568) Post merger the towers erected by the company will be available as security on
paripassu basis for both Ascend and ITIL lenders. For TL of erstwhile Ascend First parripassu charge on the fixed assets of erstwhile
Ascend on assets created prior to Cut off Date so financed by the erstwhile Ascend lenders and also balance available in the TRA
account for the erstwhile Ascend Lenders. (The total no. of towers of erstwhile Ascend as on cut-off date was 1,296). Post merger
the towers erected by the company will by available as security on paripassu basis for both Ascend and ITIL lenders. c) Guarantees:
Waiver of Personal and Corporate Guarantees, being the promoters are Private Equity Fund. Additional security: Pledge of shares:
100% of unencumbered shares held by promoters including additional infusion, in future to be pledged to lenders. viz. NSE PE Mauritius
LLC (42%), NSE QSR PE Mauritius LLC (25.3%), Infrastructure Leasing & Financial Services Ltd. (17%), N.K.Tele Systems Ltd.
(3.1%) and N.K.Telecom Products Ltd. (12.6%). A time period of 3 months from the date of execution of MRA be given for pledge of
shares/ equity. Company to appoint an independent agency for bifurcation of the securities in the CDR package, within three months
of execution of Master Restructuring Agreement (MRA). 3.2 CREATION OF ADDITIONAL SECURITY If, at any time during the subsistence
of this Agreement, Lenders are of the opinion that the security provided by the Borrower has become inadequate to cover the balance
of the Loans then outstanding, then, on Lenders/Monitoring Committee advising the Borrower to that effect, the Borrower shall provide
and furnish to Lenders/ Monitoring Committee, to their satisfaction such additional security as may be acceptable to Lenders/Monitoring
Agency to cover such deficiency. 3.2.1 ACQUISITION OF ADDITIONAL IMMOVABLE PROPERTIES So long as any monies remain due and outstanding
to the Lenders, the Borrower undertakes to notify the Lenders/Security Trustee/Monitoring Institution in writing of all its acquisitions
of immovable properties and as soon as practicable thereafter to make out a marketable title to the satisfaction of Security Trustee/
Monitoring Institution and charge the same in favour of the Lenders by way of first charge in such form and manner as may be decided
by the Lenders.


 



    	 



    	 



    

 





 


3.2.2 CONTINUATION OF EXISTING SECURITY The subsisting mortgages/charges/securities over the immovable
and movable assets of the Borrower shall continue to be in full force and effect for the respective Facilities. However, Borrower
shall create all the stipulated security for the respective Facilities in accordance with Article III except the subsisting mortgages
/ charges in respect of respective Facilities.


 



    	 



    	 



    

 





 


ARTICLE IV PREPAYMENT OF THE FACILITIES 4.1 Right
to Prepay Each Lender hereby agrees that the Borrower may, in its sole discretion, by giving fifteen (15) days prior written notice
to each Lender, prepay, at any time, with a premium to be calculated at the rate as may be decided by CDR EG of outstanding amount
/ without any prepayment premia or penalties, the whole or any part of the principal amount of any of Facilities provided that
the Borrower: a. prepays pro rata on the basis of the outstanding principal amount, at the time of such prepayment, of each other
Facility referred to above of all the other Lenders; and b. Complies with all provisions of the Restructured Agreements in this
regard. 4.2 Refinancing [As applicable] 4.2.1 In the event any Priority Loan is disbursed in Rupees, the Borrower may within one
(1) year of the first disbursement of such Priority Loan, obtain refinancing of such Priority Loan, subject to fulfillment of the
following conditions: (a) Such refinancing should not be secured by a Security Interest over the assets of the Borrower or any
other Person; (b) At the request of the Borrower, the Priority Lender whose Priority Loan is being refinanced may guarantee, to
the Person providing such refinancing, the payment obligations of the Borrower in relation thereto; (c) the cost of the refinancing
to the Borrower, including interest and all fees and commissions payable in relation thereto, together with the Guarantee Commission
payable to the Priority Lenders for the guarantees issued by them in favour of the Person extending such refinancing to the Borrower
should not exceed the total cost to the Borrower of the relevant Priority Loan being refinanced; and (d) All other terms and conditions
of the refinancing shall be no more onerous to the Borrower than the terms and conditions of the relevant Priority Loan being refinanced.
4.2.2 Other than the refinancing referred to in Section 4.2.1 above, the Borrower may prepay an Existing Loan or a Facility, at
any time, through a refinancing, provided that the terms and conditions of such refinancing shall be no more onerous to the Borrower
than the terms and conditions of the relevant Existing Loan or the Facility being prepaid, provided further that any lender providing
such refinancing accedes to this Agreement in accordance with the Section. The Borrower shall be entitled to create the Security
Interests that are not more onerous to the Borrower than the Security Interests created or required to be created to secure the
Existing Loan or Facility being refinanced in accordance with this Agreement. 4.2.3 Any prepayment of any of the Facilities pursuant
to this Section 4.2 (Refinancing) shall not be subject to the conditions set out in Section 4.1 (Right to Prepay).]


 



    	 



    	 



    

 





 


ARTICLE V 5 Representations and Warranties In order to induce each Lender to enter into this Agreement
and the other Restructuring Documents, the Borrower represents and warrants to each Lender as follows: (a) Status. The Borrower
is a limited liability company duly organised and validly existing under the Laws of India and has the power and authority to own
its assets, to engage in the business in which it engages or proposes to engage, to perform its obligations under this Agreement
and the other Restructuring Documents and to do all things necessary or appropriate to consummate the transactions contemplated
herein and in the other Restructuring Documents; (b) Due Authorisation. The Borrower has full power and corporate authority to
enter into, deliver and perform the terms and provisions of this Agreement and the other Restructuring Documents and, in particular,
to exercise its rights, perform the obligations expressed to be assumed by and make the representations and warranties made by
it hereunder and thereunder; (c) Corporate Action. All corporate and other action required to authorise the execution, delivery
and performance by the Borrower of this Agreement and the other Restructuring Documents, and, in particular, the exercise of rights
and performance of the obligations expressed to be assumed by it hereunder and thereunder, has been duly taken; (d) Binding Obligations.
The obligations expressed to be assumed by it in this Agreement and the other Restructuring Documents are legal and valid obligations
binding on it and enforceable against it in accordance with the terms thereof; (e) No Violation. (i) The execution, delivery and
performance by the Borrower of this Agreement and the other Transaction Documents is not in violation of any Law, constitutional
document, mortgage, trust, instrument, agreement or other instrument, arrangement, obligation, duty or any order, writ, injunction
or decree of any court or Governmental Authority, by which the Borrower is bound, other than the Existing Documents of the Non-Acceding
Lenders, and will not result in the creation or imposition of (or the obligation to create or impose) any Security Interest upon
any of the assets of the Borrower except for those permitted to exist under the terms of this Agreement; (ii) The Project is being
carried out in compliance with all applicable Laws as per industrial practices; (f)
No Litigation. The Borrower shall disclose in Part A of Schedule IV all pending or threatened litigations, investigation or proceeding,
whether judicial, quasi-judicial, administrative or otherwise, of or before any arbitrator or Governmental Authority which would
incur financial liability exceeding Rs.1,00,00,000/- (Rupees One Crore Only) or above against the Borrower: (i) pending or, to
the knowledge of the Borrower, threatened against the Borrower Project and/or any of the assets of the Borrower if


 



    	 



    	 



    

 





 


adversely determined would incur liability exceeding Rs.1,00,00,000/- (Rupees One Crores Only) or above,
which might have a Material Adverse Effect on the Borrower, or (ii) to the knowledge of the Borrower, pending or threatened against
any of the parties (other than the Borrower and the Acceding Lenders) to the Transaction Documents; Noted (g) No Insolvency. Neither
the Borrower or, to the knowledge of the Borrower, any of the parties (other than the Borrower and the Acceding Lenders) to the
Transaction Documents has taken any corporate action nor have any other steps or legal proceedings been started or, to the knowledge
of the Borrower, threatened in writing against the Borrower nor, to the knowledge of the Borrower, have any such steps of legal
proceedings been started or threatened against any of the parties (other than the Borrower and the Acceding Lenders) to the Transaction
Documents by any Person for its winding-up, liquidation, dissolution or reorganisation; (h) No Default. The Borrower is not in
breach of or in default under the Transaction Documents or any other agreement to which it is a party or which is binding on it
or any of its assets and there exist no events, which with the lapse of time or giving of notice, would result in a breach or default
under such agreements, except for Existing Events of Default, any events of default (howsoever described) under the Existing Documents
of the Non-Acceding Lenders and any events of default under the Project Documents in respect of which the time granted for amending
the same as per the schedule stipulated by the Monitoring Committee has not elapsed; (i) Taxes. The Borrower has filed all Tax
returns and is not in arrears of any public demands for any Taxes due and payable to any Governmental Authority; (except current
service tax dues for the period starting from January 2013) (j) Security Interests. The Borrower and any other Person required
to create Security Interests over any of its assets pursuant to this Agreement, owns or has good, legal or beneficial or other
interest in the Collateral and such assets, respectively, and except for any Permitted Security Interests, no other Security Interest
exists over any of the assets of the Borrower or over any such assets of such other Person; (ii) All Security Documents when executed,
delivered and registered (where necessary or desirable) and when appropriate forms are filed as required under Law, shall create
the Security Interests expressed to be created thereby over the assets referred therein; (k) No Material Adverse Effect. No Material
Adverse Effect has occurred or is continuing in respect of the Borrower's business or financial condition. (l) No Sovereign Immunity.
The Borrower does not have the benefit of any sovereign immunity or similar immunity from suit, execution, attachment or other
legal process in relation to itself or any of its assets in any jurisdiction in regard to the matters set forth in this Agreement
and the other Restructuring Documents; (m) Registration and Filings. All registrations, recordings, filings and notarisations of
all Restructuring Documents have been made and all payments of any tax of duty relating thereto, including stamp duty and


 



    	 



    	 



    

 





 


registration charges, which are required to be effected or made by the Borrower in order to ensure the
legality, validity, enforceability or admissibility in evidence of such documents have been made; (n) Event of Default. No Event
of Default has occurred and is continuing and no event has occurred, which with the lapse of time and/or giving of notice, would
result in an Event of Default, other than any Existing Events of Default and any event of default (howsoever described) under the
Existing Documents of the Non-Acceding Lenders; (o) Project Documents. (i) All Project Documents have been executed and are valid,
binding and enforceable in accordance with their terms on all parties thereto, other than any Project Documents in respect of which
the time granted for amending the same as per the schedule stipulated by the Monitoring Committee has not elapsed; (ii) There has
not occurred any amendment or modification of any Project Document which will have material adverse impact on the financials and
cash flow of the borrowerwithout the prior written consent of the Monitoring Committee and that copies of the duly executed Project
Documents along with all amendments thereto have been furnished to each of the Lenders; (iii) 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 Project 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 Restructuring 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; (iv) 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, other than any Project Documents in respect of which the time granted for amending the same as per the schedule agreed with
the Monitoring Committee has not elapsed; (p) Subsidiaries. The Borrower has no subsidiaries and owns no equity interest in any
other Person, other than as disclosed in Part B of Schedule IV; (q) Insurance. All insurance contracts required to be obtained
by it as may be specified by the Monitoring Committee and specified in the Project Documents have been obtained at the times and
in the manner required and are in full force and effect 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; (r) Information.


 



    	 



    	 



    

 





 


(i) The financial statements of the Borrower delivered to the Lenders represent a true and fair view of
its financial condition in all respects of as of the date of such statements; (ii) All audited financial statements of the Borrower
delivered to the Lenders have been duly audited by the statutory auditors of the Borrower; (iii) All information provided in writing
or documents furnished to the Lenders or any representatives, advisors, advocates and consultants of the Lenders in connection
with the transaction contemplated' hereby and in the other Restructuring Documents, by or on behalf of the Borrower and its representatives
and associates 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; (iv) 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
Lenders. (s) Authorised and Issued Share Capital. The authorisedequityshare capital of the Borrower is (764,000,000) equity shares
of Rs. 10(face value) each totaling Rs. 764 crs. and authorised Preference Share Capital of (1,000,000) redeemable preference shares
of Rs. 10 each totaling Rs. 1 cr as on March 31, 2012. (t) Consents. All approvals, permits, consents, licenses, registrations
or other authorisation of any nature required for: (i) the execution, delivery and performance of the Restructuring Documents and
the Project Documents; (ii) the legality, validity, binding effect or enforceability of the Restructuring Documents; (iii) ownership
of the assets of the Borrower; (iv) conduct of the business of the Borrower; and (v) the Project; have been obtained and are in
full force and effect and the Borrower is in compliance with the terms thereof; and (u) Nature of Obligations. The obligations
under this Agreement and the other Restructuring Documents constitute direct, unconditional and general obligations of the Borrower
and rank at least paripassu as to priority of payment to all other unsubordinated indebtedness of the Borrower other than any priority
established under Law. ARTCILE VI 6.1 AFFIRMATIVE COVENANTS (i) Project Changes The
Borrower shall, promptly notify the Lender/ Monitoring Committee of any proposed change in the nature of scope of the Project and
of any event of condition


 



    	 



    	 



    

 





 


which might materially and adversely affect or delay completion of the Project or result in substantial
overrun in the original estimate of costs. Any proposed change in the nature or scope of the Project shall not be implemented or
funds committed therefore without the prior approval of the Lenders; (ii) Contract Changes The Borrower shall obtain prior concurrence
of the Lenders to any material modification or cancellation of the Borrower's agreements with its machinery suppliers, collaborators,
technical consultants and suppliers of raw materials; (iii) Delay in Reviving the Project/ its Operations The Borrower shall promptly
inform the Lenders of the circumstances and conditions which are likely to disable the Borrower from reviving the Project/ its
operations or which are likely to delay its completion or compel the Borrower to abandon the same. (iv) Trust and Retention Account
The Company shall maintain one escrow account with the Monitoring Institution (i.e. Canara Bank) wherein all the cash flows of
the company would get collected/ deposited, for better monitoring of the account. Further needs to deposits such received cash
flows in ratio of 70:30 in TRA I it II. TRA — I to be utilized to meet the obligations of the erstwhile ITIL lenders, meeting
operational and other expenses as defined in the TRA agreement. The balance money to be utilized towards built up of towers (part
of critical capex) TRA — II: The receivables so received in the TRA II account should be utilized towards meeting the debt
obligations of erstwhile Ascend lenders. The surplus to be transferred to TRA I account to meet the operational and capex needs
of the company. Company needs to deposit its collections and also other cash inflows so received in the ratio of 70:30 in TRA —
I & II. (The ratio of 70:30 being arrived based on the pre-merger number of towers as on March 31, 2012 and the revenues earned
by the erstwhile ITIL and Ascend). The Borrower shall comply with all provisions of the Trust and Retention Account Agreement,
including maintaining all reserves required to be maintained. The Borrower shall furnish to the Lenders a report from the Concurrent
Auditor auditing all withdrawals from the Trust and Retention Account every fifteen (15) days or such other period as may be specified
by the Lenders/ Monitoring Committee in this regard. The Borrower shall provide information, on a monthly basis, and in such detail
as may be required by the Lenders / Lender Monitoring. Committee in respect
of all its other bank accounts and shall comply with all directions of the Lenders/ Monitoring Committee in this regard; 6.1.1
Unless otherwise agreed to by the Lenders, the Borrower shall, (i) Notice of Winding Up or Other Legal Process Promptly inform
the Lenders if it has notice of any application for winding up having been made or any statutory notice of winding up under the
provisions of the Companies Act, 1956, or any other notice under any other Act or otherwise of any suit or other legal process
intended to be filed or initiated against the Borrower and affecting the title to the properties of the Borrower or if a Receiver
is appointed of any of its properties or business or undertaking; (ii) Adverse Changes in Profits and Production Promptly inform
the Lenders of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect
on the Borrower's profits or business and of any material changes in the rate of production or sales of the Borrower with an explanation
of the reason therefore;


 



    	 



    	 



    

 





 


Nominee Directors shall accrue to the Lenders and the same shall accordingly be paid by the Borrower directly
to the Lenders. Provided that if any such Nominee Director/s is an officer of the Lenders, the sitting fees in relation to such
Nominee Director/s shall also accrue to the Lenders and the same shall accordingly be paid by the Borrower directly to the Lenders.
Any expenditure incurred by the Lenders or the Nominee Directors in connection with his/their appointment or directorship shall
be borne by the Borrower. (iv) The Nominee Directors shall be appointed a Member of the Management Committee or other Committees
of the Board, if so desired by the Lenders. (v) The Nominee Directors shall be entitled to receive all notices, agenda and minutes,
etc and to attend all General Meetings and Board Meetings and Meetings of any Committees of the Board of which he is a member.
(vi) If, at any time, the Nominee Directors are not able to attend a meeting of the Board of Directors or any of its Committees,
of which he is a member, the each Lender may depute an observer to attend the meeting. The expenses incurred by the Lenders in
this connection shall be borne by the Borrower. (xiii) Appointment of Technical/Management Consultant Notwithstanding anything
contained in Clause 6.1 (x) and clause 6.1 (xi) hereinabove, the Lenders shall have the right to appoint, whenever they consider
necessary, any person, firm, company or association of persons engaged in technical, management or any other 'consultancy business
to inspect and examine the working of the Borrower and its factory and to report to the Lenders. The Lenders shall have the right
to appoint, whenever they consider necessary, any Chartered Accountants/Cost Accountants as auditors for carrying out any specific
assignment(s) or to examine the financial or cost accounting system and procedures adopted by the Borrower for its working or as
concurrent or for conducting a special audit of the Borrower. The costs, charges and expenses including professional fees and travelling
and other expenses of such consultants or auditors shall be payable by the Borrower. 6.2 NEGATIVE COVENANTS Without prior approval
of the Lenders and CDR Empowered Group, the Borrower shall not (i) New Project Undertake any new project, diversification, modernisation
or substantial expansion of the Project described herein. The word "substantial" shall have the same meaning as under
the Industries (Development and Regulation) Act, 1951. (ii) Loans, Debentures and Charges Issue any debentures, raise any loans,
deposits from public, issue equity or preference capital, change its capital structure or create any charge on its assets or give
any guarantees save and except Permitted Indebtedness and Permitted Changes. (iii) Commission Pay any commission to its promoters,
directors, managers, or other persons for furnishing guarantees, counter guarantees or indemnities or for undertaking any other
liability in connection with any financial assistance obtained for or by the Borrower or in connection with any other obligation
undertaken for or by the Borrower for the purpose of the Project; (iv) Subsidiaries
Create any subsidiary or permit any company to become its subsidiary.


 



    	 



    	 



    

 





 


(v) Merger, Consolidation, etc. Undertake or permit any merger/demerger, consolidation / reorganization,
scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction.
(vi) Existing Management Remove any person, by whatever name called, exercising substantial powers of management of the affairs
of the Borrower at the time of execution of this Agreement. (vii) Restriction against Disposal of Shareholdings Recognize or register
any transfer of shares in the Borrower's capital made or to be made by promoters, their friends or associates as may be specified
by the Lenders. (viii) Investments by Borrower Make any investments by way of deposits, loans, share capital etc. in any Concern
(ix) Revaluation of Assets revalue its assets at any time during the currency of the Facilities. (x) One Time Settlements; Without
prior written approval of the MC//CDR Empowered Group, the Borrower will not enter into any one time settlement or any other settlement
with any lenders other Existing Lenders (ie non CDR members). (xi) Joint Venture: Borrower shall not enter into any joint venture,
merger &acquisition deals, sale of investment and fixed assets, hiving off of divisions or substantial parts of its normal
business or any such deal of a similar nature without prior written intimation and approval from the Lenders. (xii) Major Capital
Expenditure: Borrower shall not undertake any major capital expenditure other than the normal capital expenditure as per the restructuring
scheme, without the prior approval of MC. (xiii) Management Set Up: Borrower shall not effect any change in its management set-up
without prior permission of all the Lenders. (xiv) Dividend on Equity Shares: Borrower should not declare/ pay dividend on equity
shares unless otherwise approved by the Lenders and pay recompense amount payable by the Borrower, as required by the Lenders.
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES For the purpose of the Agreement the term "Default" shall mean any of the
events specified hereunder: 7.1 EVENTS OF DEFAULT (a) Default in Payment of Principal Sums of the Facilities Default has occurred
in the payment of principal sums of the Facilities on the due dates. (b)
Default in Payment of Interest


 



    	 



    	 



    

 





 


Default has been committed by the Borrower in payment of any installment of interest on the Facilities
and such default has continued for a period of thirty days. (c) Default in Performance of Covenants and Conditions Default has
occurred in the performance of any other covenant condition or agreement on the part of the Borrower under this Agreement or any
other agreement and such default has continued for a period of thirty days after notice in writing thereof has been given to the
Borrower by the Lenders. (d) Supply of Misleading Information Any information given by the Borrower in its application for Facilities,
in the reports and other information furnished by the Borrower in accordance with the Reporting System and the warranties given/deemed
to have been given by the Borrower to the Lenders is misleading or incorrect in any material respect. (e) Inability to Pay Debts
If there is reasonable apprehension that the Borrower is unable to pay its debts or proceedings for taking it into liquidation,
either voluntarily or compulsorily, may be or have been commenced. (f) Inadequate Insurance If the properties and assets offered
to the Lenders as security for the Facilities have not been kept insured by the Borrower or depreciate in value to such an extent
that, in the opinion of the Lenders, further security to the satisfaction of the Lenders should be given and on advising the Borrower
to that effect such security has not been given to the Lenders. (g) Sale,
Disposal and Removal of Assets If, without the prior approval of the Lenders, any land, building, structures and plant and machinery
of the Borrower are sold, disposed off, charged or encumbered or alienated or the said building, machinery plant or other equipment
are removed, pulled down or demolished. However, the same would not include dismantling and demolishing of sitesin the normal course
of business and done for want to statutory compliance. (h) Proceedings against Borrower The Borrower has voluntarily or involuntarily
become the subject of proceedings under any bankruptcy or insolvency law or the Borrower is voluntarily or involuntarily dissolved.
(i) Inability to Pay Debts on Maturity The Borrower is unable or has admitted in writing its inability to pay its debts as they
mature. (j)Appointment of Receiver or Liquidator A receiver or liquidator has been appointed or allowed to be appointed of all
or any part of the undertaking of the Borrower. (k) Attachment and Restraint on Mortgage Properties If an attachment or restraint
has been levied on the mortgaged properties or any part thereof or certificate proceedings have been taken or commenced for recovery
of any dues from the Borrower. (l) Abandonment The Borrowers shall abandon the Project. (m) Material Adverse Effect A Material
Adverse Effect occurs.


 



    	 



    	 



    

 





 


(n)Breach of Representation and Warranties: Breach/violation of any representations and warranties of
the Borrower under the Restructuring Documents; (o) Breach of Undertaking Breach/violation of any undertaking given by the Borrower
or the promoter; 7.2 POTENTIAL EVENT OF DEFAULT Any event or circumstance which with the giving of notice, the passage of time,
any determination of materiality or the satisfaction of any applicable condition (or any combination of them) may become an Event
of Default. 7.3 REMEDIES If one or more of the events specified in Article 7.1 and / or7.2 happen(s), the Lenders may, by a notice
in writing to the Borrower, declare the principal of and all accrued interest on the Facilities to be due and payable forthwith
and the security created in terms of Article III of the this Agreement shall become enforceable and the Lenders shall have the
following rights (anything in this Agreement to the contrary notwithstanding) namely:- (i) to enter upon and take possession of
the assets of the Borrower; and (ii) to transfer the assets of the Borrower by way of lease or leave and license or sale. (iii)
to utilize the amounts in the sub accounts of Trust and Retention Account to repay the Facilities. 7.4 OTHER CONSEQUENCES OF DEFAULT
(a) Appointment of Nominee Director/Whole-Time Director On the happening of any of the events of default as specified in Section
7.1 & 7.2 in addition to the rights specified in Section 7.3 hereof, the Lenders shall be entitled to - (i) Appoint and remove
from time to time additional nominee director. The appointment of such additional nominee directors shall governed by the provisions
of Section 6.1.1 (xii) of Article hereof. (ii) appoint and remove from time to time Whole-time Director(s) on the Board of Directors
of the Borrower (such Director(s) are hereinafter referred to as "the Whole- time Nominee Director(s)"). Such Whole-time
Nominee Director(s) shall exercise such powers and duties as may be approved by the Lenders and have such rights as are usually
exercised by or are available to a Whole- time Director in the management of the affairs of the Borrower. Such Whole-time Nominee
Director(s) shall not be required to hold qualification shares nor be liable to retire by rotation and shall be entitled to receive
such remuneration, fees, commission and monies as may be approved by the Lenders. Such Whole-time Nominee Director(s) shall have
the right to receive notices of and attend all General


 



    	 



    	 



    

 





 


Meetings and Board Meetings or any Committee(s) of the Borrower of which they are members. Any expenses
that may be incurred by the Lenders or such Whole-time Nominee Director(s) in connection with their appointment or directorship
shall be paid or reimbursed by the Borrower to the Lenders or, as the case may be, to such Whole- time Nominee Director(s). (b)
Conversion Right If the Borrower commits a default in payment or repayment of three consecutive installments of principal amounts
of the Facilities or interest thereon or any combination thereof, then, the Lenders shall have the right to convert (which right
is hereinafter referred to as "the conversion right") at their option the whole of the outstanding amount of the Facilities
and/or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the Borrower, at par, in the manner
specified in a notice in writing to be given by the Lenders to the Borrower (which notice is hereinafter referred to as the "notice
of conversion") prior to the date on which the conversion is to take effect, which date shall be specified in the said notice
(hereinafter referred to as the "date of conversion"). (i) On receipt of notice of conversion, the Borrower shall allot
and issue the requisite number of fully paid-up equity shares to the Lenders as from the date of conversion and the Lenders shall
accept the same in satisfaction of the part of principal amount of the Facilities and/or defaulted amount in respect of the Facilities
to the extent so converted, shall cease to carry interest as from the date of conversion and the Facilities shall stand correspondingly
reduced. Upon such conversion, the installments of the Facilities payable after the date of conversion as per the Amortization.
Schedule in this Agreement shall stand reduced proportionately by the amounts of the Facilities so converted. The equity shares
so allotted and issued to the Lenders shall carry, from the date of conversion, the right to receive proportionately the dividends
and other distributions declared or to be declared in respect of the equity capital of the Borrower. Save as aforesaid, the said
shares shall rank paripassu with the existing equity shares of the Borrower in all respects. The Borrower shall, at all times,
maintain sufficient un issued equity shares for the above purpose. ii) The conversion right reserved as aforesaid may be exercised
by the Lenders on one or more occasions during the currency of the Facilities. iii) The Borrower assures and undertakes that in
the event of the Lenders exercising the right of conversion as aforesaid, the Borrower shall get the equity shares which will be
issued to the Lenders as a result of the conversion, listed with the BSE/NSE and such other places as may be notified by the Lenders
to the Borrower. (iv) For the purposes of this clause (b) it shall not be construed as a default, if the Borrower approaches the
Lenders well in advance for postponement of principal or interest, as the case may be, and the Lenders agree to the same. Review
of Management In case of default in payment of any dues to the Lenders or if in the opinion of the Lenders the business of the
Borrower is conducted in a manner opposed to public policy or in a manner prejudicial to the Lenders' interest, the Lenders shall
have the right to review the management set-up or organisation of the Borrower and to require the Borrower to restructure it as
may be considered necessary by the Lenders, including the formation of Management Committees with such powers and functions as
may be considered suitable by the Lenders. Further any person, by whatever name


 



    	 



    	 



    

 





 


called, exercising substantial powers of management shall not be paid any commission in any year unless
all the dues of the Lenders in that year have been paid to the satisfaction of the Lenders. (d) Selling and Purchasing Arrangements
The Borrower shall agree that on the happening of default as specified in Section 7.1.1 & 7.2 hereof any arrangement for the
sale of its products and purchase of raw materials and inputs, shall be subject to prior approval of the Lenders. If so required
by the Lenders, the Borrower shall take steps to suitably modify or terminate the existing selling/purchasing arrangements in such
manner as may be required by the Lenders. (e) The Borrower shall not enter into any fresh agreement for the appointment of sole
selling agents/sole purchasing agents without the prior approval of the Lenders. Any such arrangement shall be subject to such
terms and conditions as may be stipulated by the Lenders. (f) The Borrower shall not declare or pay any dividend to its shareholders
during any financial year without the prior written approval of the Lenders. g) Notice to the Lenders on the Happening of an Event
of Default If any event of default or any event which, after the notice, or lapse of time, or both, would constitute an event of
default has happened, the Borrower shall forthwith give notice thereof to the Lenders in writing specifying the nature of such
event of default, or of such event. h) Expenses of Preservation of Assets of Borrower and of Collection All expenses incurred by
the Lenders after an event of default has occurred in connection with - (i) Preservation of the Borrower's assets (whether then
or thereafter existing); and (ii) collection of amounts due under this Agreement shall be payable by the Borrower.


 



    	 



    	 



    

 





 


ARTICLE VIII 8.1 Right of Recompense If, in the opinion of the Lenders, the profitability and cash flows
of the Borrower so warrant, the Lenders shall be entitled to receive recompense for the reliefs and sacrifices extended by them
within the CDR Parameters, broadly described below, with the approval of the CDR Empowered Group. Estimated recompense amount shall
be Rs. 118 crores. Parameters: The upper limit of the recompense should be limited to waivers (excluding penal interest and liquidated
damages) plus present value (PV) of future Economic loss on account of reduction in interest rate. Economic loss is represented
by difference between the present value of future interest income reckoned based on the current BPLR as on the date of restructuring
plus appropriate term premium and credit risk premium for the concerned Borrower class as on the date of restructuring or document
rate whichever is lower and the interest charged as per the restructuring package discounted by the current BPLR as on the date
of restructuring plus appropriate term premium and credit risk premium as on the date of restructuring. 8.2 Right of Revocation
Notwithstanding anything contained in any of the Restructuring Documents, upon the occurrence of any of the following events, in
addition to all rights and remedies of the Lenders in the Restructuring Documents, the Lenders may revoke all or any part of the
restructuring of the Existing Loans effectuated pursuant to this Agreement and the other Restructuring Documents: (a) any failure
by the Borrower or any other Person to make payment of any amount, on the due date thereof, to the Lenders under the Restructuring
Documents; (b) the infusion of funds by way of equity as per approved CDR Package is not made within the time specified for the
same by the lenders; (c) the Security Interests required to be created in favour of the Lenders pursuant to this Agreement are
not created within the time specified in Section (d) non-performance by the Borrower of any of its material obligations pursuant
to the Transaction Documents (other than any events of default (whatsoever called) under the Existing Documents of the Non-Acceding
Lender and/or breaches by the Borrower under the Project Documents existing as of the date of this Agreement in respect of which
the time granted for curing the same as per the schedule agreed with the Lenders/ Monitoring Committee has not elapsed); (e) Non-performance
by the trustees appointed in respect of NCDs issued by the Borrower pursuant to Section (N.A.) of any of their material obligations
under the offering circular, trust deed and/or any other documents relating to such issue of the NCDs (f) any event of default
(howsoever called) under this Agreement; (g) breach of any material representations and warranties of the Borrower and any other
Person (other than the Borrower) under the Restructuring Documents; (h) a Material Adverse Effect provided that, if it is, in the
sole opinion of the Lenders/ Monitoring Committee, capable of being remedied
within such


 



    	 



    	 



    

 





 


period, a cure period
of thirty (30) days from the date on which such event or circumstance occurs or comes into existence shall be given to the Borrower
to remedy or cause the remedy of such event or circumstance; (i) any failure by the Borrower to obtain restructuring of the Non-Acceding
Lenders in accordance with the approved CDR package provided that the determination by the Lenders or the Monitoring Committee
as to whether an obligation or a representation and warranty is 'material' shall be binding on the Borrower. 8.3 Consequences
of Revocation Upon revocation of the restructuring of the Existing Loans pursuant to Section 8.2 the rights and remedies of the
Lenders under the Existing Documents would continue as if they had not been waived, amended, amended and restated, modified, superceded
or replaced by the Restructuring Documents and the Lenders shall be entitled to enforce such rights and remedies, including the
right to appoint additional nominee directors and all rights arising on account of the occurrence of an Existing Event of Default,
as if the same had not been waived and/or modified pursuant to this Agreement and the other Restructuring Documents, provided,however,
that the obligations of the Borrower under the Restructuring Documents shall continue to be binding on the Borrower and the Lenders
shall be entitled to exercise all rights and remedies conferred on them pursuant to the Restructuring Documents, including the
right to any Security Interests created pursuant to the Restructuring Documents. The Lenders may, in addition to all other rights
and remedies under the Restructuring Documents and Law, cancel the Priority Loans, cease to fund interest on the Facilities and/or
charge default interest or liquidated damages in respect of any interest that has been funded by them. The lenders shall have
right to reverse the waivers / sacrifice in case of following events of defaults: ·
Default on any obligations to CDR lenders as per the approved terms of the package / Letter of Approval (LOA), including non-creation
of security within timelines as stipulated by CDR-EG · Breach of any or all of
the undertakings given by the promoters / company as per the approved terms of the package / LOA ·
Withholding of important information or providing any misleading information by the company / promoters that is detrimental
to the interests of the institutions · Undertaking any new project / expansion
/ diversification by the company, without prior approval of Project Management Committee of the Board and CDR EG. However such
new project / expansion, division would be quarterly reported to the Monitoring Committee and CDR Lenders ·
Settlement of unsecured loans or making payments of interest on such loans unless specifically provided under CDR (terms
of Restructuring package or prior approval from CDR EG) · Diverting any amount
from the operations of the company for meeting any unrelated expenditure or payment to any other concern without approval of lenders
· Any sale, transfer, mortgage removal or disposal of assets in any division without
the prior approval of the CDR-EG / company’s board / Asset Sale Committee


 



    	 



    	 



    

 





 


· The company
not adhering to the financial discipline envisaged in the restructuring package ·
The company failing to renew the insurance policies on respective due dates ·
The company fails to adopt the accounts within the specified period, unless the same is approved by the CDR EG ·
Promoters failing to bring in their contribution as envisaged in the package The Borrower shall procure and furnish an
Undertaking on behalf of promoters to bring additional funds for meeting any cash flow shortage. Cash Sweep- Under the cash sweep
arrangement, 75% of the surplus generated during the year to be utilized towards prepayment of FITL & TL of CDR lenders in
the inverse order of maturity. Under the cash sweep arrangement, the amount shall be first utilized towards liquidation of FITL
and then towards liquidation of TL. Surplus here is defined as: EBIDTA — Tax- Interest- Loan repayment (-)/(+) change in
Net Current Assets excluding cash- critical capex (to the extent of budged in the TEV report or actual whichever is lower). The
surplus shall be certified by bank appointed Chartered Accountant every year and accordingly prepayment to be affected under cash
sweep.


 



    	 



    	 



    

 





 


Article IX Accession,
Assignement 9.1 Accession to this Agreement The Borrower and the Lenders agree that any Existing Lender may restructure its Existing
Loans by executing this Agreement by 30/03/2013 or such other date as may be specified by the Monitoring Committee. The Lenders
and the Borrower agree that: (a) after the abovementioned date, any Non-Acceding Lender; (b) any lender providing Additional Priority
Loans; and (c) any lender refinancing an Existing Loan or a Facility pursuant to Section 4.2. may accede and become a Party to
this Agreement by: (i) executing and delivering to the Borrower, for the benefit of the Borrower and the Lenders, an accession
undertaking substantially in the form contained in ScheduleV or in such other modified form as may be approved by the Monitoring
Committee from time to time (hereinafter referred to as a "Deed of Accession"); (ii) entering into appropriate agreements
with the Borrower to effectuate the transactions contemplated in this Agreement; and (iii) acceding to the terms of the Intercreditor
Agreement in accordance with the terms thereof. Upon fulfillment of all of the above conditions and acceptance and confirmation
of the Deed of Accession on behalf of all the Parties, by the Monitoring Committee or any Person authorized by them, such Person
acceding to this Agreement and the Parties shall acquire the same rights and assume the same obligations between themselves as
they would have acquired and assumed had that Person been an original Party to this Agreement upon the terms contained in such
Deed of Accession. 9.2 Successors and Assigns This Agreement shall be binding upon and inure to the benefit of each Lender and
the Borrower and its successors and permitted assigns. 9.3 Assignment by the Borrower The Borrower shall not assign or transfer
its rights and obligations under this Agreement without the prior consent of each Lender. 9.4 Participation and Assignment Any
Lender may assign,novate or transfer all or any of its rights and/or benefits under this Agreement in the same manner and to the
same extent as any assignment, novation or transfer of the relevant Restructured Loan Agreements. Accordingly, any Lender which
assigns, novates or transfers all or any of its rights and/or benefits under any of the Restructuring Documents, as the case may
be, in accordance with the provisions hereof and thereof shall be deemed to have assigned, novated or transferred its rights and/or
benefits under this Agreement to the same extent, and the assignee, new lender or transferee shall become a Party hereto and be
bound by the provisions hereof and have the same rights as the


 



    	 



    	 



    

 





 


assigning, novating
or transferring Lender to the extent of the interests assigned, novated or transferred.


 



    	 



    	 



    

 





 


ARTICLE X MISCELLANEOUS
10.1 Notices and Addresses Any notice or other communication required to be given to the Borrower, any Lender, MC, the Concurrent
Auditor shall be sent to it at the address or facsimile number as set forth in Schedule VI marked for the attention of the person(s)
or department specified therein or such other address as may be notified to the other Parties in accordance with this Section.
10.2 Communications Any other communication from one Party to another Party shall be deemed to be received by the other Party
(if sent by facsimile) on the day of dispatch, provided, however, that an activity report is received showing that such transmission
is successful, or in any other case when delivered to the address referred to in Annexure A by a reputed courier service/Registered
Post/ Hand Delivery duly acknowledged. Any change in the address or facsimile number of the Borrower, any Lender, the MC, the
Concurrent Auditor shall be notified to each other Party hereto by not less than fourteen (14) days' prior written notice. 10.3
English Translation Each communication and document made or delivered by one Party to another pursuant to this Agreement shall
be in the English language or accompanied by a translation thereof into English certified (by an officer of the Person making
or delivering the same) as being a true and accurate translation thereof. 10.4 Modification of Existing Documents The provisions
of the Existing Documents of each Lender shall, to the extent of any inconsistency between the Restructurig Documents and such
Existing Documents, and only to such extent, stand modified, amended, superceded and/or replaced by the relevant terms and conditions
of the Restructuring Documents. For the avoidance of doubt, it is hereby clarified that any provisions of the Existing Documents,
which are not inconsistent with the provisions of the Restructuring Documents, shall continue to be binding on the Borrower, each
Lender and the other parties to such Existing Documents. Provided that the determination by the Lenders as to whether a provision
of the Existing Documents is inconsistent with the terms of the Restructuring Documents shall be binding on the Borrower. 10.5
Disclosure The Borrower hereby agrees, confirms and undertakes that the Lenders shall, upon the occurrence of a default in any
payment due under the Restructuring Documents, be entitled to disclose all or any: (a) Information and data relating to the Borrower
and/or its directors; (b) Information or data relating to the any credit facility availed / to be availed by the Borrower from
the Lenders; (c) Obligations assumed / to be assumed by the Borrower hereunder and under the other Restructuring Documents; to
the Reserve Bank of India ("RBI"), Credit Information Bureau (India) Limited ("CIBIL") and any other agency
authorised in this behalf by RBI CIBIL and/or any other agency so authorized may use or process the aforesaid


 



    	 



    	 



    

 





 


information and data
disclosed by the Lenders in the manner as deemed fit by them. CIBIL and/or 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. 10.6 Severability The illegality, invalidity or unenforceability
of any provision of this Agreement under the Law of India shall not affect the legality, validity or enforceability under the
Law of India nor of any other provision of this Agreement. 10.7 Counterparts This Agreement may be executed in any number of counterparts,
and each of the said counterparts shall be an original document and all of which taken together shall constitute one and the same
agreement. 10.8 Entire Agreement This Agreement, together with the other Restructuring Documents, shall constitute the entire
understanding of the Parties with respect to the matters, which are the subject hereof. 10.9 No Partnership Nothing in this Agreement
shall constitute a partnership or any similar arrangement between the Borrower and any Lender.


 



    	 



    	 



    

 





 


ARTICLE XI 11.1 Governing
Law and Jurisdiction This Agreement shall be governed, construed and interpreted in accordance with the laws of India and jurisdiction
of Courts in India. 11.2 Relief The Borrower hereby consents generally in respect of any legal action or proceeding arising out
of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action
or proceeding including, the making, enforcement or execution against any property of any order or judgement which may be made
or given in such action or proceedings. 11.3 Waiver of Immunity 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 judgement 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), it hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent
permitted by the Laws of such jurisdiction.


 



    	 



    	 



    

 





 


ARTICLE XII Special
Conditions The Promoters shall furnish unconditional and irrevocable personal guarantee in the form and manner acceptable to CDR
EG. (waived being the promoters are private equity fund) The Promoters to pledge their shareholding in favour of the Lenders in
demat from with voting rights. In case of issuance of fresh Equity Shares or similar instruments carrying voting rights, they
would also be pledged in favour of the lenders. The Borrower shall procure and furnish an Undertaking on behalf of promoters to
bring additional funds for meeting any cash flow shortage to service lenders’ debt / interest, if required by CDR EG The
Promoters/Borrower would arrange to furnish additional collateral security, if required by CDR EG. The Borrower/CDR Lenders shall
file Consent Terms, in respect of any pending dispute or litigation before debt recovery tribunal/courts where recovery application/suit
is pending. The company shall broad base its Board of Directors and strengthen Management set up by inducting outside professionals
to the satisfaction of Lenders and CDR EG. The company shall not effect any change in management set up without prior approval
of CDR EG. The Borrower shall not incur any capital expenditure save and except those permitted in terms of the CDR package without
prior approval of CDR EG. The Borrower shall not sell any of its fixed assets/investments save and except those permitted in terms
of the CDR package, without prior approval of CDR EG and shall furnish requisite undertaking in this regard. However, the Borrower
shall self its non-core assets, wherever applicable and an ‘Asset Sale Committee’ would be set up with the approval
of CDR EG for sale of such assets. The Company shall not declare any dividend on its equity shares without prior consent of lenders/CDR
EG. The Borrower shall not escrow its future cash flow (except discounting of bills in the normal course of business) or create
any charge or lien or interest thereon of whatsoever nature except as provided in CDR package, without the approval of CDR-EG.
The Company shall not make any investments in other Companies or elsewhere without prior approval of CDR EG.


 



    	 



    	 



    

 





 


In the event of the
Borrower committing default on the repayment of installment of the loan or payment of interest on the due dates, the lenders shall
have an unqualified right to disclose the name of the company and its directors to the Reserve Bank of India (RBI)/Credit Information
Bureau of India (CIBIL). The company shall give its consent to lenders or RBI/CIBIL to publish its name and the names of its Directors
as defaulters in such manner and through such medium as lenders/RBI/CIBIL in their absolute discretion may deem fit. In the case
of any future induction of private equity / ECB / Venture Capital funds / any other source, the charging of prepayment premium
will be governed by the CDR guidelines and decision of EG. Normally, prepayment will be on pro-rata basis amongst different debt
instruments. However, any change thereof could be approved by CDR EG. Any OTS or settlement with non-CDR members will be subject
to prior approval of CDR EG. NPV of such settlements should be, as far as possible, less than the NPV calculated on the basis
of CDR package agreed to by the lenders. The company shall keep the lenders informed of any legal proceedings, the outcome of
which would have a material impact on the debt servicing capability of the company. In consultation with the lenders, it shall
take such remedial actions, as may be required in the best interest of the company and the lenders. Save as aforesaid all other
terms and conditions of the earlier loan agreements entered into between the company and the institutions shall apply mutatis-mutandis,
to the extent not contrary to the terms of CDR package. The borrower cannot open/maintain any account or avail any type of banking
services/facilities from any bank (s) other than Banks/FIs from whom the borrower is enjoying credit facilities. Any deviation
in this regard needs to be approved by CDR Empowered Group. CDR Lenders, with the approval of CDR EG, shall establish Trust &
Retention Account (TRA) and enter into a Trust & Retention Account Agreement. The Borrower would ensure submission of quarterly/annual
cash flows to all CDR lenders. CDR lenders shall appoint at the sole cost and expense of the Borrower a Concurrent Auditor during
the currency of the package, to review the operations of the company on a periodic basis, monitoring the operations of TRA and
any other work that may be assigned by the lenders. Master Restructuring Agreement (MRA) to be executed by all consortium bankers.


 



    	 



    	 



    

 





 


CDR Lenders, with
the approval of CDR EG, shall have the right to revoke the CDR package in case the Borrower commits an event of default, as described
in the existing loan agreement or in the MRA or any Facility Agreement. The individual CDR lenders need to inform CDR EG within
seven days of the event of default and proposed course of action on the same. CDR EG would give a decision on the same within
60 days; if not then individual lenders are permitted to take action at their discretion The CDR Lenders, with the approval of
CDR-EG, shall have the right to renegotiate the terms of restructuring including accelerating the repayment schedule in the event
of better performance by the Borrower vis-à-vis projections. Under such circumstances the company shall clear dues as per
accelerated repayment schedule without demur. The CDR Lenders, with the approval of CDR EG, shall have the right to recompense
the reliefs/sacrifices/waivers extended by respective CDR Lenders as per CDR guidelines. CDR Lenders, with the approval of CDR
EG, shall have a right to reset the interest rate of the term loan/s after every 3 years (or shorter period as decided by CDR
EG) and working capital interest rate every year. All participating CDR lenders shall be entitled to retain or appoint nominees
on the Board of Directors of the company during the currency of their assistance. CDR Lenders shall have a right to convert entire/part
of defaulted interest and entire/part of defaulted principal into equity as per SEBI pricing formula in the event of default.
However, in the case of those CDR Lenders who already haves default conversion rights, the same would be governed by existing
loan covenants. The company/promoters shall take necessary steps and obtain all requisite/necessary/statutory/other approvals
for such allotment of equity shares or a part of it in terms of their existing loan agreements. o CDR Lenders shall have a right
to convert into equity upto 20% of the term debt outstanding beyond seven years as per SEBI guidelines/loan covenants whichever
is applicable. o As regards WCTL and FITL, the conversion option would be available at any time during the restructuring period.
o In the event the lenders or any of the lenders exercises its right to sell the shares issued in terms of the conversion clause
as above, the first right of refusal to buy back the shares would be offered to the promoters.


 



    	 



    	 



    

 





 


Individual lenders
shall have right to assign/hypothecate/transfer their outstanding to any Asset Reconstruction company/Bank/or any other entity,
in terms of CDR guidelines. The Borrower shall procure and furnish an unconditional and irrevocable Corporate Guarantee of Group
companies, if so stipulated by CDR EG. (waived being the promoters are private equity fund) The Promoters of the Borrower Company
shall raise additional contribution by way of equity/and/or unsecured (subordinate) loans on terms and conditions stipulated by/acceptable
to CDR EG. The Borrower shall arrange to bring back funds/investments diverted by the Borrower in the associate Companies, if
applicable in the case within a time frame, and as stipulated by EG. Monitoring of the restructuring scheme The lenders shall
form a monitoring committee to monitor the progress of the company and the lenders shall appoint concurrent auditor to monitor
the implementation of the CDR scheme Canara Bank shall be the Monitoring Institution (MI) and Monitoring Committee (MC) shall
comprise of Canara Bank, Dena Bank, KarurVysya Bank, Bank of Baroda, Union Bank of India, Bank of India, State Bank of India and
Central Bank of India and CDR Cell. To appoint a suitable independent agency to find out a suitable mechanism for bifurcation
of the securities in the CDR package, within three months of execution of Master Restructuring Agreement (MRA). Optionally Convertible
Debentures shall by converted into equity on due date or fresh equity to be brought in to redeem the debt. Till such time, the
said OCDs shall be subordinated to CDR lender and no payment, of what so ever nature is to be allowed. Cash Sweep- Under the cash
sweep arrangement, 75% of the surplus generated during the year to be utilized towards prepayment of FITL & TL of CDR lenders
in the inverse order of maturity. Under the cash sweep arrangement, the amount shall be first utilized towards liquidation of
FITL and then toward liquidation of TL Surplus here is defined as: EBIDTA – Tax- Interest- Loan repayment (-)/(+) change
in Net Current Assets excluding cash- critical capex (to the extent of budged in the TEV report or actual whichever is lower).
The surplus shall be certified by bank appointed


 



    	 



    	 



    

 





 


Chartered Accountant
every year and accordingly prepayment to be affected under cash sweep. Additional Conditions for Borrower Class – B The
Borrower shall procure and furnish an unconditional and irrevocable Corporate Guarantee of Group Company, if so stipulated by
CDR-EG (waived being promoters are Private Equity Fund) The promoters of the Borrower company shall raise additional contribution
by way of equity /and /or unsecured (subordinate) loans on terms and conditions stipulated by/ acceptable to CDR – EG The
Borrower shall arrange to bring back funds / investments diverted by the borrower in the associate companies, if applicable in
the case within a time frame, and as stipulated by EG. All other terms and conditions as per the LoA provisional / LoA issued
by CDR – EG dated 23/3/2013 and 28/3/2013. Pledge of shares in view of additional exposure by way of funded interest term
loan, as personal guarantee of Directors is not available.


 



    	 



    	 



    

 





 


SCHEDULE I Particulars
of Lenders Lenders Addresses and Contact Nos Head Office Branch Office Canara Bank (Lead Bank) 112, J.C. Road BANGALORE - 560002
Prime Corporate Branch – II 2nd Floor, World Trade Tower, Barakhamba Lane, New Delhi – 110 001 Bank of Baroda Suraj
Plaza 1, SayajiGanj, Baroda 390005 Corporate Financial Services Branch, 1st floor, 3, WalchandHirachandMarg, Ballard Pier, Mumbai
– 1 State Bank of Bikaner & Jaipur TilakMarg, Jaipur – 302005. 16, Community Centre, Saket, New Delhi –
110 017 State Bank of Hyderabad Gunfoundry, Hybank Tower Hyderabad-500001, Andhra Pradesh 74, Janapath New Delhi - 1 Dena Bank
Dena Corporate Centre C-10, G-Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051 Corporate Business Branch C-10,
G Block, BandraKurla Complex Bandra (E), Mumbai – 51 UCO Bank 10, BTM Sarani, Kolkata, 700001 Mid Corporate Branch 5, SansadMarg,
New Delhi – 1 Indian Overseas Bank 763 Anna Salai, Chennai – 600002 Unit No. 19 & 22 Moolchand Shopping cum office
complex, Defence Colony, Ring Road, New Delhi – 110 024 Bank of Maharashtra Bank of Maharashtra Central Office, ‘Lokmangal’,
1501, Shivajinagar Pune-411005 Mittal Chambers, Ground Floor, Nariman Point Mumbai – 400 021 United Bank of India 11 Hemant
BasuSarani Kolkata – 700001 Nehru Place Branch, 106-109, 1st Floor, Ansal Tower, 38, Nehru Place, New Delhi – 1 State
Bank of Mysore K.G. Road, Bangalore – 560254, INDIA. Corporate Accounts Branch No. 3-4-5, DDA Bldg, Nehru Place, New Delhi
- 1 Vijaya Bank No.41/2, Trinity Circle, M G Road, Bangalore – 560001 Nanjappa Mansion, Shantinagar, K H Road Bangalore
– 560 027 Corporation Bank Mangaladevi Temple Road Pandeshwar MANGALORE – 575 001 Karnataka, India 21, Dalal Street,
Mumbai – 21 Indian Bank Indian Bank, Corporate Office, PB No: 5555, 254-260, AvvaiShanmugamSalai. G-41, Connaught Circus


 



    	 



    	 



    

 





 


Royapettah, Chennai
– 600 014 New Delhi – 1 Union Bank of India Union Bank Bhavan 239, VidhanBhawanMarg Nariman Point Mumbai – 400
21 Industrial Finance Branch Union Bank Bhavan 239, VidhanBhawanMarg Nariman Point Mumbai – 400 21 Punjab & Sind Bank
1st Floor, 21, Rajendra Place, New Delhi-110008 P – 18/90, 1st floor, Madra Hotel Building Connaught Place New Delhi –
1 Bank of India STAR HOUSE C – 5, “G” Block, BandraKurla Complex, Bandra (East), Mumbai 400 051. Mumbai Large
Corporate Branch, Oriental Building, Ground floor, 364, D.N.Road, Fort, Mumbai 400001 Allahabad Bank 2, N. S. ROAD Kolkata- 700
001 Industrial Finance Branch, 1st Floor, 17, Parliament Branch, New Delhi – 1 State Bank of India 8th Floor, State Bank
Bhavan, Madame Cama Road, Near VidhanBhavan, Nariman Point, Mumbai, – 400021 Industrial Finance Branch, 14th floor, Jawahar
Vyapar Bhawan, 1 Tolstoy Marg, New Delhi -1 Oriental Bank of Commerce (Erstwhile ITIL) Plot No. 5, Institutional Area Sector-32
Gurgaon – 122001 HarshaBhawan Ground Floor, E Block Connaught Place New Delhi – 1 KarurVysya Bank Erode Road, Karur
– 639002 T Nagar Branch 108/1, G N Chetty Road Chennai – 600 017 State Bank of Travancore State Bank of Travancore,
Head Office, Trivandrum – 695012 Industrial Finance Branch Bldg. No. 40 / 6694 – E Malankara Centre M G Road Ernakulam
– 682 035 IL&FS Financial Services Ltd. The IL&FS Financial Centre, 3rd Floor, Plot C-22, G-Block, BandraKurla Complex,
Bandra East, Mumbai – 400 051 The IL&FS Financial Centre, 3rd Floor, Plot C-22, G-Block, BandraKurla Complex, Bandra
East, Mumbai – 400 051 Central Bank of India Chander Mukhi, Nariman Point Mumbai – 400 021 Corporate finance branch,
Central Bank Bldg, 1st floor, M G Road, Fort, Mumbai – 23 Axis Bank Bombay Dyeing Mills Compound, PandurangBudhkarMarg,
Worli, Mumbai – 400025 6-3-879/B, 1st floor, G.Pulla Reddy Building, Greenlands, Begumpet Road, Hyderabad OBC (Erstwhile
Assend) Plot No. 5, Institutional Area Sector-32 Gurgaon – 122001 S.D. Road Branch, Secunderabad


 



    	 



    	 



    

 





 


18 United Bank of
India 20.09 19 OBC (ITIL) 10.17 3.69 20 Corporation Bank 10.17 1.48 21 Bank of Maharashtra 10.17 1.48 22 Central Bank of India
2.95 23 IL & FS 3.69 24 Axis Bank (Ascend)# 17.45 For Term Loans and FITL of erstwhile Ascend First parripassu charge on the
fixed assets of erstwhile Ascend on assets created prior to Cut off Date so financed by the erstwhile Ascend lenders and also
balance available in the TRA account for the erstwhile Ascend Lenders. (The total no. of towers of erstwhile Ascend as on cut-off
date was 1,296) Post merger the towers erected by the company will be available as security on peripassu basis for both Ascend
and ITIL lenders. 25 OBC (Ascend)# 0.08 26 L&T Infra Finance (Ascend)# 70.51 Total 502.44 25.85 *the above amounts are subject
to confirmation by lenders **It is important to note here that some of the above loans were dollar denominated as on COD. It is
pertinent to note that during the course these loans have been crystallized into INR. #figures as on December 31, 2012 Part B
(Rs. in Crs) Name of the Lenders Sanctioned limits Amt. of Outstanding FBWC as on April 1, 2012 Particulars of Existing Financing
/ Security Documents Canara Bank 25 21.50 Paripassu first charge on the current assets and fixed assets of the company
along with the term lenders of erstwhile ITIL in the CDR. {i.e. Under common pool of security} Part C Optionally Convertible Debentures
(OCDs) - Rs. 117 crs (approx) as on April 1, 2012 from Infrastructure Leasing & Financial Services Ltd. The company has OCDs
from Infrastructure Leasing & Financial Services Ltd. The OCDs shall be repaid after payment of restructured debts with existing
terms and conditions. Company has option to replace OCD with equity after three years or COD to be converted into equity on due
date.


 



    	 



    	 



    

 





 


SCHEDULE IDA PART
A Particulars of Facility A1 - Term loans of erstwhile ITIL (Rs Crs) Sl. No. Name of the Lender O/s Amt. [as on cut-off date i.e.
April 1, 2012] Senior Subordinate 1 Canara Bank 50.68 3.69 2 KarurVysya Bank 40.63 3 Dena Bank 40.63 1.48 4 Union Bank of India
20.09 5 UCO Bank 10.17 3.69 6 IOB 10.17 3.69 7 Allahabad Bank 20.09 8 Vijaya Bank 20.09 9 State Bank of Hyderabad 20.09 10 State
Bank of Mysore 10.17 11 Punjab & Sind Bank 10.17 12 Bank of Baroda 30.21 13 State Bank of Travancore 20.09 14 Bank of India
20.09 15 Indian Bank 10.17 16 State Bank of Bikaner & Jaipur 20.09 17 State Bank of India 10.17 18 United Bank of India 20.09
19 OBC (ITIL) 10.17 3.69 20 Corporation Bank 10.17 1.48 21 Bank of Maharashtra 10.17 1.48 22 Central Bank of India 2.95 23 IL
& FS 3.69 Total 414.40 25.84 *the above amounts are subject to confirmation by individual banks PART B Terms and Conditions
of Facility A1 (a) Rate of Interest: Ballooning interest rates as under a. From Cutoff Date till March 31, 2014 - 12.00% p.a.
b. From April 1, 2014 till March 31, 2018 - 12.50%p.a. c. From April 1, 2018 till March 31, 2027 - 14.50% p.a. (Interest rate
to be linked to Canara Bank’s Base Rate) (b) Repayment schedule a. Moratorium period of 24 months from Cut-Off Date (i.e.
till March 31, 2014) b. Repayment in 52 structured quarterly installments commencing from April 1, 2014 and ending on March 31, 2027
as under.


 



    	 



    	 



    

 





 


Financial Year %
Repayment No of Installments FY 2013 - FY 2014 - FY 2015 0.50% 4 FY 2016 1.00% 4 FY 2017 3.50% 4 FY 2018 6.25% 4 FY 2019 6.25%
4 FY 2020 7.50% 4 FY 2021 7.50% 4 FY 2022 7.50% 4 FY 2023 7.50% 4 FY 2024 10.00% 4 FY 2025 12.50% 4 FY 2026 12.50% 4 FY 2027 17.50%
4 Total 100.00% 52 (c) FITL: For a period of 2 years from COD (d) Amount so paid after COD will be refunded and adjusted towards
the mandatory equity to be brought by the company except Principal overdue of Rs. 16.93 cr. (March overdue installment of ITIL
lenders which was paid subsequently) SCHEDULE III B PART A Particulars of Facility B1 - loans of erstwhile Ascend (Rs Crs) Sl.No.
Name of the Lender O/s Amt. [to be restructured]# as on 31st Dec 2012 1 Axis Bank 17.45 2 OBC 0.08 3 L&T Infra
Finance 70.51 Total 88.04 #It is important to note here that some of the above loans were dollar denominated as on COD. It is
pertinent to note that as per the restructuring scheme the said FC loans from Axis Bank are to be intallized into INR. The USD
rate conversion


 



    	 



    	 



    

 





 


rate considered currently
is 1 USD = Rs. 52.14. The rate conversion rate will be the rate prevailing on the date on actual conversion. Amounts are subject
to reconciliation to lenders from individual banks. PART B Terms and Conditions of Facility B1 (a) Axis Bank—Estimated FC
liability as on COD of Rs. 29.10 cr of Axis Bank shall be restructured after conversion into rupee loan and will have similar
treatment as L&T Infra. Fin. Term Liabilities (b) OBC — The terms and conditions for OBC to be as per terms and conditions
to be offered to L&T infrastructure finance (c) L&T Infra i. Moratorium period of 12 months from January 1, 2013 till
December 31, 2013 for all the Loans I, II and III ii. Existing interest rate to continue i.e. TL I: 14.25% p.a., TL II: 14.75%
p.a., TL III: 14.25% p.a. iii. No Funding of Interest iv. Repayment schedule as under For Loan I Financial Year % Repayment No
of Installments FY 2013 0.00% - FY 2014 5.00% 1 FY 2015 20.00% 4 FY 2016 20.00% 4 FY 2017 25.00% 4 FY 2018 30.00% 4 Total 100.00%
17 For Loan II Financial Year % Repayment No of Installments FY 2013 0.00% - FY 2014 3.50% 1 FY 2015 15.00% 4 FY 2016 20.00% 4
FY 2017 25.00% 4 FY 2018 36.50% 4 Total 100.00% 17 For Loan III - Repayment in 21 structured quarterly installments starting from
March 2014 till March 2019 as under: Financial Year % Repayment No of Installments FY 2013 - FY 2014 3.50% 1 FY 2015 15.00% 4
FY 2016 15.00% 4 FY 2017 20.00% 4 FY 2018 20.00% 4 FY 2019 26.50% 4 Total 100.00% 21 


 



    	 



    	 



    

 





 


Amount so paid after
December 31, 2012 pertaining to period post December 31, 2012 will be refunded and adjusted towards the mandatory equity to be
brought by the company


 



    	 



    	 



    

 





 


SCHEDULE III C PART
A FacilityC1 — FITL Funding of interest on existing term loans Bank wise share of FITL on existing TL is as under: (Rs Cr.)
Bank Name FITL Amt (Rs Cr.) Canara Bank (Lead Bank) 13.05 Karur Vysya Bank 9.75 Dena Bank 10.16 Union Bank of India 4.82 UCO Bank
3.33 IOB 3.33 Allahabad Bank 4.82 Vijaya Bank 4.82 State Bank of Hyderabad 4.82 State Bank of Mysore 2.44 Punjab & Sind Bank
2.44 Bank of Baroda 7.25 State Bank of Travancore 4.82 Bank of India 4.82 Indian Bank 2.44 State Bank of Bikaner & Jaipur
4.82 State Bank of India 2.44 United Bank of India 4.82 OBC (ITIL) 3.33 Corporation Bank 2.80 Bank of Maharashtra 2.80 Central
Bank of India 0.71 IL & FS 0.89 Total FITL 105.72 *amounts are subject to confirmation from individual lenders. The above
is a tentative amount PART B Terms and Conditions of Facility C1 The broad terms and conditions for FITL are as under; a. Funding
of Interest on existing term loan for a period of 2 years from Cut-Off Date (01.04.2012) for all lenders except loans by erstwhile
Ascend lenders (L&T infra finance, Axis & OBC (erstwhile Ascend lenders)) b. Interest @12% on FITL to be paid as and when
due (The RoI is linked to Canara Bank Base rate). c. Repayment schedule to match that for existing term loans, as under Financial
Year % Repayment No of Installments FY 2013 - FY 2014 - FY 2015 0.50% 4


 



    	 



    	 



    

 





 


FY 2016 1.00% 4 FY
2017 3.50% 4 FY 2018 6.25% 4 FY 2019 6.25% 4 FY 2020 7.50% 4 FY 2021 7.50% 4 FY 2022 7.50% 4 FY 2023 7.50% 4 FY 2024 10.00% 4
FY 2025 12.50% 4 FY 2026 12.50% 4 FY 2027 17.50% 4 Total 100.00% 52 SCHEDULE III D PART A Facility D1 Working Capital (Fund Based)
Company has been sanctioned a secured OD of Rs. 25.00 Crores instead of existing OCC/ODBD limit of Rs.25.00 crores at the existing
ROI of 16.25% p.a. (Floating) (at monthly rests) (Linked to Canara Bank Base rate). The said facility of for a period of 1 year.


 



    	 



    	 



    

 





 


SCHEDULE III E Sacrifice
and Promoters Contribution: Sacrifice of the lenders is estimated at Rs. 103.67 crs. (based on discounting of 17.50% p.a. for
all the lenders) Bank wise sacrifice is as under: Bank wise Sacrifice Sacrifice (Rs Cr.) KarurVysya Bank 7.76 Dena Bank 9.12 Canara
Bank 12.77 Union Bank of India 4.32 UCO Bank 3.16 IOB 3.22 Allahabad Bank 4.32 Vijaya Bank 4.20 State Bank of Hyderabad 4.08 State
Bank of Mysore 2.19 Punjab & Sind Bank 2.19 Bank of Baroda 6.50 State Bank of Travancore 4.67 Bank of India 4.32 Indian Bank
2.19 State Bank of Bikaner & Jaipur 4.44 State Bank of India 2.19 United Bank of India 4.32 OBC (ITIL) 3.16 Corporation Bank
2.64 Bank of Maharashtra 2.58 Central Bank of India 0.78 L&T 1.52 Axis Bank - (Ascend) 5.90 OBC - (Ascend) 0.16 IL & FS
- subordinate debt 0.97 Total Sacrifice 103.67 *subject to confirmation from individual lenders. This is a tentative amount 25%
of the sacrifice works out to Rs. 26 crs. Promoters to bring Rs. 80 crs. after COD (Already brought Rs. 80 crs including share
premium during FY 2012-13)


 



    	 



    	 



    

 





 


SCHEDULE IV Particulars
of Litigation Sl. No. Nature of dispute/ Particulars of Suit No./WP Name of the Court Present Status 1 Service tax department
claims that the borrower has availed CENVAT credit wrongly and against the provision of the law. The same is being objected and
opposed by Telecom Operators/Telecom Infrastructure Providers. The disputed amount expected to be is around/approx Rs. 8,000,00,000/-
(Rupees Eight Crore only) Tribunal, Bangalore For Admission 2 Claim filed by Borrower before the TDSAT for recovery of the outstanding
(Infrastructure Provisioning fees & Power and fuel reimbursement to be paid by STEL, for the services provided by Borrower,
which is to a tune of Rs. 1,50,00,000/-(Rupees One Crore Fifty Lakhs Only) TDSAT, New Delhi Trail PART B Subsidiaries of the Borrower’s
(a) Sl. No. Name of Company Shareholding of the Borrower Registered Office of the Subsidiary NOT APPLICABLE


 



    	 



    	 



    

 





 


SCHEDULE V Format
of Deed of Accession To: Ascend Telecom Infrastructure Pvt. Ltd. To all the Existing Lenders who are a party to this Agreement
This Deed of Accession to the Master Restructuring Agreement dated ___________ by and amongst Ascend Telecom Infrastructure Pvt.Ltd.
and other persons names therein (hereinafter referred to as the MRA) is made and executed on this __________ day of 2012 (Accession
Date) by Ascend Telecom Infrastructure Pvt. Ltd. and Canara Bank, KarurVysya Bank, Dena Bank, Union Bank of India, UCO Bank, Indian
Overseas Bank, Allahabad Bank, Vijaya Bank, State Bank of Hyderabad, State Bank of Mysore, Punjab & Sind Bank, Bank of Baroda,
State Bank of Travancore, Bank of India, Indian Bank, State Bank of Bikaner & Jaipur, State Bank of India, United Bank of
India, Oriental Bank of Commerce (OBC), Corporation Bank, Bank of Maharashtra, Central Bank of India, Axis Bank and IL & FS.
It is hereby agreed as follows: 1. Definition: Unless otherwise stated, capitalized terms used herein shall have the meanings
ascribed to them in Schedule 2 to the MRA. 2. Accession of a Lender Pursuant to sub-section 4 of Section 6 to the MRA, upon execution
of this Deed of Accession, the Existing Lender Viz. Canara Bank, KarurVysya Bank, Dena Bank, Union Bank of India, UCO Bank, Indian
Overseas Bank, Allahabad Bank, State Bank of Hyderabad, State Bank of Mysore, Punjab & Sind Bank, Bank of Baroda, State Bank
of Travancore, Bank of India, Indian Bank, State Bank of Bikaner & Jaipur, State Bank of India, United Bank of India, Oriental
Bank of Commerce (OBC), Corporation Bank, Bank of Maharashtra, Central Bank of India, Axis Bank and IL & FS hereby covenants
and agrees with each of the Lenders, that it shall be bound and comply with all the terms, conditions and covenants of the MRA
as if it was a original party to the MRA on the date of its execution. It shall be entitled to all the benefits and shall perform
all the duties of a Party to the MRA. 3. For the purpose of Schedule I (notices) of the MRA, the address and telephone number
of the Acceding Lender is as per the above details. 4. The Schedule I, II & III to this Agreement shall stand amended to the
effect of the amounts and options indicated herein. 5. Law: This deed of Accession shall be governed by and construed in accordance
with the Laws of India. IN WITNESS WHEREOF, the duly authorized representative of the Acceding Lender has caused this Agreement
to be signed the date first above written SIGNED AND DELIVERED by__________ by the hand of its authorised official Name: _______________
Designation: ____________


 



    	 



    	 



    

 





 


SCHEDULE VI Addresses
for issue of Notice Borrower: Ascend Telecom Infrastructure Pvt. Ltd Bagmane Laurel, Bagmane Tech Park, 7th Level, B Block, 6th
Floor, C V Raman Nagar, Bangalore - 560 093 Concurrent Auditor To be appointed Lenders: Same as mentioned in Schedule I IN WITNESS
WHEREOF the Borrower has caused its Common Seal to be affixed hereto and to a duplicate hereof on the day, month and year first
hereinabove written and the Lenders have acting through their duly authorized representatives, have caused this Agreement to be
signed in their respective names as of the date first above written. THE COMMON SEAL OF ASCEND TELECOM INFRASTRUCTURE PVT. LTD.
has pursuant to the Resolutions of its Board of Directors passed in that behalf on the 12th day of March 2013 unto
been affixed in the presence of Shri J. Rajagoplan, Chief Financial Officer & Authorised Signatory have signed these presents
in token thereof, in the presence Shri G. Ramasubramanian Secretary/Authorised Person, who has countersigned the same in token
thereof. SIGNED AND DELIVERED BY the withinnamed [Canara Bank] hand of Shri A K Jain Chief Manager an authorised official of Canara
Bank SIGNED AND DELIVERED BY the withinnamed [KarurVysya Bank] hand of Shri V. Anburaj an authorised official of KarurVysya Bank
 


 



    	 



    	 



    

 





 


SIGNED AND DELIVERED
BY the withinnamed [Dena Bank] hand of Shri D.P. Kateria, Manager an authorised official of Dena Bank SIGNED AND DELIVERED BY
the withinnamed [Union Bank of India] hand of Shri Omkar Sharma an authorised official of Union Bank of India SIGNED AND DELIVERED
BY the withinnamed [UCO Bank] hand of Shri N. Padhi an authorised official of UCO Bank SIGNED AND DELIVERED BY the withinnamed
[Indian Overseas Bank] hand of Shri M. Parthasarathy an authorised official of Indian Overseas Bank SIGNED AND DELIVERED BY the
withinnamed [Allahabad Bank] hand of Shri Smt Sushme Jha an authorised official of Allahabad Bank SIGNED AND DELIVERED BY the
withinnamed [Vijaya Bank] hand of Shri T. M. Mini an authorised official of Vijaya Bank SIGNED AND DELIVERED BY the withinnamed
[State Bank of Hyderabad] hand of Shri S.T. Nand Krishore an authorised official of State Bank of Hyderabad SIGNED AND DELIVERED
BY the withinnamed [State Bank of Mysore] hand of Shri DATTATRAY M. PAI an authorised official of State Bank of Mysore SIGNED
AND DELIVERED BY the withinnamed [Punjab & Sind Bank] hand of Shri 


 



    	 



    	 



    

 





 


_______________ an
authorised official of Punjab & Sind Bank SIGNED AND DELIVERED BY the withinnamed [Bank of Baroda] hand of Shri S. Ponnusammy
an authorised official of Bank of Baroda SIGNED AND DELIVERED BY the withinnamed [State Bank of Travancore] hand of Shri Dileep
K.P. AGM an authorised official of State Bank of Travancore SIGNED AND DELIVERED BY the withinnamed [Bank of India] hand of Shri
Milind Tilgulka an authorised official of Bank of India SIGNED AND DELIVERED BY the withinnamed [Indian Bank] hand of Shri R.
Mani an authorised official of Indian Bank SIGNED AND DELIVERED BY the withinnamed [State Bank of Bikaner & Jaipur] hand of
Shri R.P. Arora an authorised official of State Bank of Bikaner & Jaipur SIGNED AND DELIVERED BY the withinnamed [State Bank
of India] hand of Shri T.R. Pariwa AGM an authorised official of State Bank of India SIGNED AND DELIVERED BY the withinnamed [United
Bank of India] hand of Shri Mohit Dhawan AGM an authorised official of United Bank of India SIGNED AND DELIVERED BY the withinnamed
[Oriental Bank of Commerce (ITIL Loan)] hand of Shri E. Venkateswarlu 


 



    	 



    	 



    

 





 


an authorised official
of Oriental Bank of Commerce SIGNED AND DELIVERED BY the withinnamed [Corporation Bank] hand of Shri Anil Kumar an authorised
official of Corporation Bank SIGNED AND DELIVERED BY the withinnamed [Bank of Maharashtra] hand of Shri _______________ an authorised
official of Bank of Maharashtra SIGNED AND DELIVERED BY the withinnamed [Central Bank of India] hand of Shri Vivek Jain an authorised
official of Central Bank of India SIGNED AND DELIVERED BY the withinnamed [Axis Bank] hand of Shri _______________ an authorised
official of Axis Bank SIGNED AND DELIVERED BY the withinnamed [Oriental Bank of Commerce (Ascend)] hand of Shri E. Venkateswarlu
an authorised official of Oriental Bank of Commerce SIGNED AND DELIVERED BY the withinnamed [IL&FS Financial Services Ltd.]
hand of Shri Amol Baxi an authorised official of IL&FS Financial Services Ltd.