Place:Mumbai

Date: November……

2000
The XYZ Finance Company Ltd.,
……………………………………
…………………. ………………….
Mumbai 400001
Dear Sirs,
Re: Ws. ABC Power Generation Company Limited – Foreign Currency Loan of US$ ……..million
equivalent to Rs . …………..crore Sanctioned to the Company.
You have sanctioned Foreign Currency Loan of US$………….. million equivalent to Rs.
…………..crore to M/s. ABC Power Generation Company Limited, of which I am the Managing
Director & CEO on the terms and conditions contained in the Foreign Currency Loan Agreement
dated…………..entered into by you with the said Company.
2 In consideration of the said facility/facilities granted by you to the said Company and in
pursuance of the provisions contained in section 7.5 of Article VII of the said Foreign Currency
Loan Agreement, I hereby declare and undertake as follows:
(I)That except under the provisions of the Companies Act, 1956, and during the term or terms of
my office approved by the Central Government from time to time, I shall not resign from my office
without your prior written consent during the term or terms of my office.
(II)That so long as any monies remain due and owing by. the said Company to you, I shall not
without your prior written approval receive commission in any year unless the instalments of
principal and other monies due to you have been paid or suitable provision for the payment
thereof has been made to your entire satisfaction.
(III)That in the event of inadequacy or absence of profit of the said Company, I shall not receive
any commission except the minimum remuneration fixed or to be fixed by the Government of
India from time to time.
(IV)That in the event of loss of my office as Whole-time Director for any reason whatsoever, I shall
not without your prior written. approval receive any compensation, if there is any default on the
part of the said Company in the payment of any instalment or instalments of principal sum and
interest and other monies due and owing by the said Company to you at that event.
(V)That a breach of any of the aforesaid undertakings shall be deemed to be a breach of the
terms and conditions contained in the Foreign Currency Loan Agreement dated…………..entered
into by you with the said Company and you shall be at liberty to take such action against me
and/or said Company as may be deemed fit by you.

Yours faithfully,
(ABC)
Managing Director & CEO