Agreement For Pledge of Shares

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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       272.00
Limited
  ………………… 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.  
 

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