Conformed Copy - L3577 - Powergrid System Development Project - Amendment

Page 1 October 15, 1993 Mr. R.K. Narayan Chairman & Managing Director Power Grid Corporation of India Ltd Hemkunt Chambers (10th Floor) 89 Nehru Place New Delhi 110019, INDIA Dear Sir: Re: Loan 3577-IN (Powergrid System Development Project) We refer to the Loan Agreement (Powergrid System Development Project) dated March 23, 1993 between the Bank and Power Grid Corporation of India Ltd (Powergrid) and to your letter dated September 30, 1993 requesting amendment of the Loan Agreement to provide for mortgage on Powergrid's assets related to the existing Rihand and Vindhyachal Transmission systems instead of on all the assets of Powergrid as required under the terms of Section 5.06 of the Loan Agreement. The bank has agreed to your request. Accordingly, Section 5.06 of the Loan Agreement is revised as per Annex to this letter. Please confirm your agreement with the foregoing by signing the form of confirmation on the attached copy of this letter and returning it to us. Very truly yours, Heinz Vergin Director India Country Department CONFIRMED: POWER GRID CORPORATION OF INDIA LTD By Authorized Representative ANNEX Section 5.06. (a) The Borrower shall, subject to the provisions of paragraph (b) of this Section, create in favor of the Bank no later than October 31, 1993, an equitable mortgage/charge in such form as the Bank may reasonably require to constitute by way of security for the Loan: (i) a first specific charge upon its such immovable assets as the Bank may agree, together with all rights and interest appertaining to or necessary for said assets to which the Borrower is now or may hereafter become beneficially entitled; and (ii) a floating charge upon such movable assets as the Bank may agree, now existing or subsequently added thereto, together with all rights and interests appertaining to or necessary for said assets to which the Borrower is now or may hereafter become beneficially entitled but subject to the prior charges, if any, already created. Page 2 (b) Pursuant to the provisions of Section 9.03 (b) of the General Conditions, it is agreed that the Borrower may create liens, including hypothecations, ranking in priority to the security provided for in paragraph (a) (ii) of this Section on current assets (stores, spare parts and fuel, including coal) securing debts or borrowings maturing not more than one year (at a time) from their respective dates and incurred to bankers in the ordinary course of business, in an amount not exceeding in the aggregate any one time Rs. 2 billion or such other amount acceptable to the Bank. (c) The Borrower undertakes that, except as provided under the provisions of this Section 5.06 and except as the bank may otherwise agree, no liens shall be created on assets on which security is created in favor of the Bank pursuant to the provisions of paragraph (a) of this Section. (d) The Borrower shall obtain all necessary consents for the valid creation of aforesaid security and shall duly register or file, or cause to be duly registered or filed, as necessary, such security in accordance with the Companies Act, 1956 of the Guarantor together with such other documents as may be necessary or proper in order to render the same fully effective in accordance with its terms. (e) The Borrower shall secure all permissions from the Guarantor and other lenders, as necessary, to enable it to carry out its obligations under this Section. (f) Notwithstanding the foregoing provisions of this Section, the Borrower shall, if required by the bank, convert the equitable mortgage to be created in accordance with paragraph (a) of this Section, into a legal mortgage in English form by way of a Trust Deed in favor of such trustees and in such form as the Bank may reasonably require to constitute by way of security for the Loan substantially in accordance with the foregoing provisions of this Section 5.06. To this end, the Borrower shall execute in favor of the Bank an irrevocable power of attorney authorizing the Bank, inter alia, to execute on behalf of the Borrower a legal mortgage in English form as aforesaid.