AGREEMENT
FOR PLEDGE OF SHARES [CD1]
This Agreement
made at Mumbai 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 .
………………… MUMBAI
- 400 020 |
5.00 |
|
|
|
|
5.00 |
6. |
BBB
Finance & Insurance Co. Ltd.
........................ Mumbai - 400 001 |
5.00 |
- |
|
|
|
5.00 |
-7. |
CCC Finance Corporation Ltd. ………………….
New
Delhi-110002 |
3.00 |
- |
|
|
|
3.00 |
8. |
DDD
Finance Company Ltd. ..............................
Hyderabad |
3.00 |
- |
|
|
|
3.00 |
9. |
XXZ
Finance & Insurance |
4.00 |
- |
|
|
|
4.00 |
Corporation
Ltd. ......................
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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