DEED OF GUARANTEE

THIS DEED OF GUARANTEE executed at Mumbai this………………. day of…………..	2000 by Santex Constructions Limited, a company registipred under the Companies Act, 1956 and having its Registered Office at"SANTEX PLAZA …………..	Mumbai, in the State of Maharashtra (hereinafter - referred to as "the Guarantor, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns),
 
IN FAVOUR OF
 
THE XYZ FINANCE COMPANY LIMITED, a Company registered under Companies Act, 1956 and having its Registered Office at..............................	Mumbai (hereinafter referred to as "Lender ', which expression shall,, unless it be repugnant to the subject or context thereof, include its successors and assigns).
 
WHEREAS
 
(1) ABC Power Generation Company Limited, 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") has requested the Lender to lend and advance to it a foreign currency loan of US$ 8.767 million equivalent to Rs. 47.00 crores (Forty Seven Crore only) to be issued by the Borrower for its Power Project at………….. Industrial Development Area………….. District, Maharashtra.
 
(2) The Lender has agreed In principle to provide the Borrower a sum of Foreign Currency Loan of US$ 8.767 Million equivalent to Rs.47.00 crores (hereinafter referred to as "the Loan" or "the Loans" as the context may admit) on the terms and conditions contained in the Foreign Currency Loan Agreement dated 	entered into between the Borrower and the Lender (hereinafter referred to as "the Loan Agreement").
 
(3) At the request of the Guarantor, the Lender have agreed to make to the Borrower, disbursement.(s)Anterim disbursement(s) from out of the Loans.
 
NOW THIS DEED WITNESSETH AS FOLLOWS:
 
In consideration of the premises, the Guarantor hereby and unconditionally, absolutely and irrevocably guarantee to and agree with the Lender as follows.
 
1.The Lender shall have the sole discretion
(i)	to make disbursement(s) and/or interim disbursement(s) to the Borrower from out 	of the loans and/or,
	(ii)	to lend and advance to the Borrowers Bridge Loans at such time on such 			conditions and in such manner as the Lender may decide;	
 
2. The Borrower shall duly and punctually repay the Loans together With all  interest, additional interest, liquidated damages, .commitment charges and other moneys including any increase, as a result of devaluation/revaluation/ fluctuations in the foreign currencies involved, payable - in accordance with the Foreign Currency Loan Agreement and perform and comply with all other terms, conditions and covenants contained in the Foreign Currency Loan Agreement
 
3.In the event of any default on the part of the Borrower in payment/repayment of any of the moneys referred to above or in the event of any default on the part of the borrower to comply with or perform any of the terms, conditions and covenants contained in the Foreign Currency Loan Agreement, the Guarantor shall, upon demand, forthwith pay to the Lender without demur all the amounts payable by the Borrower under the Foreign Currency Loan  Agreement.
 
4. The Guarantor shall also indemnify and keep the Lender indemnified against all losses,  damages, costs, claims and expenses whatsoever which the Lender may suffer, pay or incur by reason of or in connection with any such default on the part of the Borrower including legal proceedings taken against the Borrower and/or the Guarantor for recovery of the moneys referred to in clause 2 above.
 
5.The Guarantor hereby agrees that without the concurrence of the Guarantor, the Borrower and the Lender shall be at liberty to vary, alter or modify the terms and conditions of the Foreign   Currency Loan Agreement and of the security created and of the security  documents executed by the Borrower in favour of the Lender and in particular to defer, postpone or revise the repayment of the Loans and/or payment of interest and other moneys payable by the Borrower to the Lender on such terms and 'conditions as may be considered necessary by the Lender including any increase in the rate of interest. The Lender shall also be at liberty to  absolutely dispense with or release all or any of the  security/securities furnished or required to be furnished by the Borrower to the Lender to secure the Loans. The Guarantor agrees that the liability under this Guarantee shall in no manner be affected by any such variations, alternations, modifications, waiver, dispensation with or release of security, and that no further consent of the Guarantor is required for giving effect to any such variation, alteration, modification, waiver dispensation with, or release of security.
 
6. The Lender shall have full liberty, without notice to the Guarantor and without in any way affecting this guarantee, to exercise at any time and in any manner any power or powers reserved to the Lender under the Foreign Currency Loan Agreement, to eriforte or for bear to enforce payment of the Loans or any part thereof or interest or other moneys due to the Lender from the Borrower or any of the remedies or securities available to the Lender, to enter into any composition or compound with or to grant time or any other indulgence or facility to the Borrower AND the Guarantor shall not be released by the exercise by the Lender of their liberty, in regard to the matters referr6d to above or by any act or omission on the part of the Lender or by any- other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of so releasing the Guarantor AND the Guarantor hereby waives in favour of the Lender so far as may be necessary to give effect to any of the provisions of this Guarantee, all the surety-ship and other rights which the Guarantor might otherwise be entitled to enforce.
 
7.This Guarantee shall be enforceable against the Guarantor notwithstanding that any security or securities comprised in any instrument(s) executed or to be executed by the Borrower in favour of the Lender shall, at the time when the proceedings are taken against the Guarantor . on this Guarantee, be outstanding or unrealised or lost.
 
8.The Guarantor hereby agrees and gives consent to the sale, mortgage on prior, pad passu or second charge basis, release, etc., of any of the assets by the Borrower from time to time as may be approved by the Lender or the transfer of any of the assets of the Borrower from one unit to the other or to the release or leasing out by the Lender any or whole of the assets charged to the Lender on such terms and conditions as the Lender may deem fit and ihis may be treated as a standing and continuing consent for each and every individual act of transfer, mortgage, release or lease of any such assets of the Borrower. The Guarantor hereby declares and agrees that no separate consent for each such transfer, mortgage, release or lease of any of such assets would be necessary in future.
 
9. The Guarantor hereby agrees and declares that the Borrower will be free to avail of further loans or other facilities from the Lender or any other financial Institution or bank in addition to the Loans and/or to secure the same during the subsistence of his guarantee  and in that event the guarantee herein contained will not be affected or vitiated in any way whatsoever but will remain in full force and effect and binding on the Guarantor.
 
10. The rights of the Lender against the Guarantor shall remain in full force and effect  notwithstanding any arrangement which may bereached between the Lender and the other Guarantor, if any, or notwithstanding the release of that other or others from liability and notwithstanding that any time hereafter the other Guarantor may cease for any reason whatsoever to be liable to the Lender, the Lender shall be at liberty to require the performance by the Guarantor of their obligations hereunder to the same extent in all respects as If the Guarantor had at all times been solely liable to perform the said obligations
 
11. To give effect to this Guarantee, the Lender may act as though the Guarantor was the  principal debtor to the Lender.

 
12.The Guarantor hereby agrees and declares that it has not received and shall not, without the prior consent in writing of the Lender receive any security or commission from the Borrower for giving this guarantee, so long as any moneys remain due and payable by the Borrower to the Lender under the Foreign Currency Loan Agreement.

13.The Guarantor shall not in the event of the liquidation of the Borrower. prove in competition with the Lender in the liquidation proceedings.

14. A certificate in writing signed by a duly authorised official of the Lender shall be conclusive evidence against the Guarantor of the amount for the time being due to the Lender from the Borrower in any action or proceeding brought on this Guarantee against the Guarantor.
 
15.This Guarantee shall not be wholly or partially satisfied or exhausted by any payments made to or settled with the Lender by the Borrower and shall be valid and binding on the Guarantor and operative until repayment in full of all moneys due to the Lender under the Foreign Currency Loan Agreement.
 
16.This Guarantee shall be irrevocable and the obligations of the Guarantor hereunder shall not be conditional on the receipt of any prior notice by the Guarantor or by the Borrower and the demand or notice by the Lender, as provided in clause 20 hereof shall be sufficient notice to or demand on the Guarantor.
 
17. The liability of the Guarantor under this Guarantee shall not be affected by
(i)	any change in the constitution or winding up of the Borrower or any absorption, 	merger or amalgamation of the Borrower with any other company,. corporation or 	concern; or
(ii)	any change in the management of the Borrower or takeover of the management 	of the Borrower by Central or State Government or by any other authority; or
(iii)	acquisition or nationalisation of the Borrower and/or of any of its undertaking(s) 	pursuant to any law; or
(iv)	(iv)              any change in the constitution of the Lender; or 
(v)	(v)                any change in the setup of the. Guarantor which may be, by way of change in the constitution, winding up voluntary or otherwise absorption, merger or amalgamation or otherwise; or
(vi)	the absence or deficiency of powers on the part of the Guarantor to give 	Guarantees and/or Indemnities or any irregularity in the exercise of such power.
 
18.This Guarantee shall be a continuing one and shall remain in full force and effect till such time the Borrower repays in full the Loans together with all interest, liquidated damages, commitment charges, costs, charges and all other moneys including any increase as a result of devaluation/revaluation fluctuation In the foreign currencies involved payable by the Borrower to the Lender under the Foreign Currency Loan Agreement.
 
19.The liability of the Guarantor hereunder shall not exceed the sum of US$ 8.767 million  equivalent to Rs.47.00 crores (Rupees Forty Seven crore only) plus all interest, liquidated damages commitment charges, costs, charges and other moneys Including any increase as a result of devaluation/revaluation fluctuation in the foreign currencies involved payable by the Borrower, to ft Lender under the Foreign Currency Loan Agreement
 
20.Any demand for payment or notice under this Guarantee shall be sufficiently given If sent by post to or left at the last known address of the Guarantor or its successors or assigns as the case may be, such demand given by post, and no period of limitation shall commence to run in favour of the Guarantor, until. after demand for payment in writing shall have been made or given as aforesaid and in proving such notice when sent by post, it shall be sufficiently proved that the envelope containing the, notice was posted and a certificate by any of the responsible office of the Lender that to the best of his  knowledge and belief, the envelope containing the said notice was so posted shall be conclusive as against the Guarantor, even demand or notice is to be made or given, and shall be assumed to have reached the addressee in the course of post, if though it was returned unseeved on account of refusal of the Guarantor or otherwise.

IN WITNESS WHEREOF Santex Constructions Limited, has caused its Common Seal to be affixed to these presents on the day and year first hereinabove written.
 
The COMMON SEAL OF Santex Constructions Limited has pursuant to the Resolution of its Board of Directors passed in that behalf on……………..2000 hereunto been affixed in the presence of Mr. A, Director, who has signed these presents in token thereof and Mr. B. Managing Director, Mr. C Authorised Person who have countersigned the same in token thereof