AGREEMENT FOR PLEDGE OF SHARES

This Agreement made at Mumbal this………………....	day of …………1998 by
(i) Santex Construction Ltd., a Company registered under the Companies Act, 1956 and having its Registered Office at 'Santex Plaza...............................Mumbai
(ii) Santex Investment Ltd. a Company registered under the Companies Act of Hongkong and having its Registered Office at..............................	Singapore
(iii) STR Power Company Limited a Company registered under the Companies Act Mauritius and having its Registered Office at…………………….Republic of Mauritius.
(hereinafter collectively referred to as 'the Pledges' which expression shall include their respective legal representatives, heirs, executors and administrators) and XYZ Finance Company Ltd. (XYZF), a Company registered under the Companies Act, 1956 and having its Registered Office at……………………Mumbai on its behalf and on behalf of the Lenders whose names are set out in Schedule-I (hereinafter referred to as "Lead Institution/Security Trustee") which expression shall unless it is repugnant to the subject or context thereof, include its successors and assigns
 
WHEREAS
(i) The Lenders at the request of the Pledgors, have sanctioned various facilities as set out against their respective names in Schedule I hereto (hereinafter collectively referred to as "the Loan" or "the Loans" as the context admits) to Ws. ABC Power Company Ltd., a Company registered under the Companies Act, 1956, and having its registered office at ……………………Mumbai in the State of Maharashtra (hereinafter referred to as "the Borrower") for setting up a……………………of................at…………………… Industrial Development Area District 		in the State of Maharashtra on the terms and conditions contained in the respective Loan Agreements, Guarantee agreements and Subscription Agreement executed and/or to be executed by and between the Borrower and the Lenders (hereinafter referred to as "the said Agreements").
(ii) One of the conditions in the said. Agreements is that the- said Loan or Loans shall be secured, inter alia, by pledge of shares held by the pledgors in the Borrower.
(iii) In pursuance of the said Agreements, the pledgors have agreed to pledge the equity shares more particularly described in the Schedule II hereunder to the Security Trustee for the benefit of the Lenders and have deposited with Security Trustees the certificates relating to the said shares together with the transfer deeds in respect of the said shares and have agreed to execute this Agreement.
 
NOW THIS DEED WITNESSETH AS FOLLOWS
 
In consideration of Lenders having sanctioned the said loan or loans to Borrower, the pledgors hereby agree, confirm, undertake and declare as follows:
 
1. The pledgors hereby confirm that for securing the due repayment of the said loan or loans together with the interest and other moneys payable by the Borrower to Lenders	under their respective Loan Agreements, the pledgors have deposited with Security Trustees by way of pledge all the share certificates more particularly described in Schedule-II hereunder written together, with transfer deeds relating to the said shares duly executed by the pledgors.
 
2. The pledgors as beneficial owners of the said shares hereby charge all the shares  specified in Schedule-II hereto with the repayment of the said Loan or Loans and interest and other moneys payable by the Borrower to the Lenders under said Agreements.
 
3. The pledgors hereby agree that the Security Trustee may at any time upon the occurrence of an Event of Default under the said Agreements at its sole discretion complete and register the transfers of the said shares or any of them and the pledgors shall execute all such instruments and do all such acts, deeds and things as may be requisite or necessary to enable Security Trustee to do so.

4. The pledgors hereby confirm that the shares described in Schedule-II hereunder are equity shares of nominal value of Rs.10 (Ten) each held by the pledgors in the Borrower and that if any rights shares are issued after the execution of these presents, the pledgors: shall subject to the approval of the concerned authorities being obtained, subscribe to the same and the shares so subscribed as also the bonus shares, if any, issued to the pledgors, shall be pledged to the Security Trustee for the benefit of the Lenders for further securing the repayment by the Borrower of the said Loan or Loans and payment of other moneys to the Lenders.
 
5 .The pledgors hereby irrevocably authorise Security Trustee to attend any General Meeting of members or meeting of any class of 	members or meeting of creditors or debenture holders of the Borrower and to exercise the voting rights [upon the occurrence of an Event of Default] in respect of the share described in Schedule- II hereunder in any manner as the Lenders may choose in its absolute discretion in the event of default of the borrower in repayment of principal or interest. To enable the Security Trustee to exercise the voting rights, the pledgors shall register the agreement with the Borrower with the instructions that as and when any intimation is received from the Lenders upon the occurrence of an Event of Default in this behalf, the Security Trustee should be permitted to attend and exercise the voting rights in respect of the said shares on any matter at any meeting of the Borrower. The pledgors shall also arrange with the Borrower for forwarding copies of the notices of the meeting to the Security Trustee as and when such notices are issued to the shareholders. The pledgors shall also furnish a letter from the Borrower confirming the above arrangement.
 
6. The pledgors hereby agree that if the said Loan and other moneys or any portion thereof remain unpaid to the Lenders in accordance with their said Agreements, then without prejudice to the 	rights conferred on the Lenders by clause 3 herein, the Lead Institution ay at any time thereafter and without giving any notice to the pledgors, sell the said shares or any of them and apply the proceeds thereof firstly in payment of the costs of the sale, secondly in the payment of any costs incurred by the Lead Institution in connection with the pledge by the pledgors of the said shares and the balance, towards the repayment of the said Loan or Loans and payment of Interest and other moneys. If there is any balance left after such appropriation, the same shall be paid to the pledgors.
	
7. For giving effect to this Agreement, the pledgors hereby constitute and appoint Lead  Institution as their attorney in their name and on their behalf to execute and do all acts and things and to complete, when required, the transfer of the said shares in favour of Lead Institution or such other person as may be required by Lenders or any one of them ~and also to do all such other acts and things for giving effect to the provisions hereof, and powers reserved to the Lenders.The pledgors hereby agree and undertake to ratify and confirm all and whatsoever the Security Trustee shall lawfully do or cause to be done by virtue of this clause.
	
8. When the said Loan or Loans and other moneys are recovered or repaid by the Borrower in full, the Lead Institution shall, as far as may be, return the share certificates more particularly described in Schedule II hereto together with the transfer deeds absolutely to the pledgors or, as the case may be, subject to the pledgors obtaining approvals of such authorities as may be necessary, transfer at the cost of the Borrower the said shares to the pledgors. The pledgors will indemnify the Security Trustee against all costs and liabilities, which may be incurred or sustained in respect of the said pledged shares

Schedules					SCHEDULE I
				(PARTICULARS OF THE LENDERS AND LOANS)
										(Rupees in crore) (US $ in Million)
Sr.	Name of the Lender/address	RTIJ	FCL	FLG	Total	
No.	 	NCD	 	 	 	
1 .	The XYZ Finance Company Ltd.	 	 	 	 	
 	......................... Mumbai	54.00	54.00	250.00	304.00	
 	 	 	(US $)	(US $)	 	
2.	STP Development Bank Ltd.	 	 	 	 	
 	.................... Mumbai	 	35.00	35.00	70.00	
 	 	 	(US$)	(US $)	 	
3.	Power Finance Corporation Limited	 	 	 	272.00	
 	…………………	212.	60.00	 	 	
 	 	50	(US $)	 	 	
4.	 	 	 	 	 	
 	ABC Finance Corporation Ltd.
.......................................	40.00	 	 	40.00	
5.	AAA Insurance Corporation of India	 	 	 	 	
 	. …………………	5.00	 	 	5.00	
 	MUMBAI - 400 020	 	 	 	 	
6.	BBB Finance & Insurance Co. Ltd.	 	 	 	 	
 	........................ Mumbai - 400 001	5.00	-	 	5.00	
-7. 	CCC Finance Corporation Ltd.	 	 	 	 	
 	………………….	3.00	-	 	3.00	
 	New Delhi-110002 	 	 	 	 	
8.	DDD Finance Company Ltd.	 	 	 	 	
 	.............................. Hyderabad	3.00	-	 	3.00	
9.	XXZ Finance & Insurance	 	 	 	 	
 	Corporation Ltd.	4.00	-	 	4.00	
 	...................... Chennai - 600 014	 	 	 	 	
10.	ABC Bank	 	 	 	 	
 	...........................	-	20.00	60-00	80.00	
 	Bangalore	 	(US $ 	(US $	 	
 	 	 	5.00)	15.00)	 	
11.	DEB Bank	 	 	 	 	
 	........................	35.00	-	13.50	23.50	
 	Mumbai	 	 	(US $	 	
 	 	 	 	3.375)	 	
12. 	GHI Bank	 	 	 	 	
 	.........................	 	-	24.00	24.00	
 	Mumbai	 	 	(US $	 	
 	 	 	 	6.00)	 	
13. 	The JKL Bank Limited	 	 	 	 	
 	.......................	20.00	 	10.00	20.00	
 	Mumbai	 	 	(US $	 	
 	 	 	 	2.50)	 	
 	TOTAL (in Rupees)	 	 	 	 	
 	(in US$)	 	 	 	 	

 

SCHEDULE II
Sr.	Name of Pledgor	Face	No. of	Equity/	Share	Distinctive	
No.	 	Value	Shares	Pref.	Certi-	No.	
 	 	of	 	 	ficate	 	
 	 	Shares	 	 	No.	 	
(i)	Santex Construction	10	47500000	Equity	12	000000608	
 	Limited	 	 	 	 	to	
 	 	 	 	 	 	238066667	
(ii)	Santex Investments	10	95000000	Equity	13	238066667	
 	Ltd.	 	 	 	 	to	
 	 	 	 	 	 	323000000	
(iii)	UVW Power	10	6500000	Equity	16	323000001	
 	Generation Limited	 	 	 	 	to	
 	 	 	 	 	 	350000002	
 (PARTICULARS OF SHARES)
 
Testimonium		IN WITNESS WHEREOF the pledgors have caused their seal to be affixed hereto on the day, 			month and year first above written.
 
Execution
The Common Seal of Santex	 	
Construction Ltd., has pursuant	 	
to the Resolution of its Board of	 	
Director passed on ......	 	
hereunto been affixed in the	 	
presence of Mr . ....................	 	
Director, who signed these	 	
presents and Mr ....................	 	
authorised person who has	 	
signed/counter signed the same	 	
in token thereof.	 	
The Common Seal of Santex	 	
INVESTMENTS LTD., has	 	
pursuant to the Resolution of its	 	
Board of Director passed on	 	
............ hereunto been affixed	 	
in the presence of Mr . ............	 	
Director, who signed these	 	
presents and Mr . ............	 	
authorised person who has	 	
signed/counter signed the same	 	
In token thereof.	 	
The Common Seal of UVW	 	
Power Generation LIMITED,	 	
has pursuant to the Resolution	 	
of its Board of Director passed	 	
on hereunto been affixed	 	
in the presence of Mr ..............	 	
Director, who signed these	 	
presents and Mr . ..................	 	
authorised person who has	 	
signed/countersigned the same	 	
in token thereof.