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.

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
…………………. 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

(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.