BOND TRUST CUM HYPOTHECATION DEED BETWEEN RURAL ELECTRIFICATION CORPORATION LIMITED. AND SBICAP TRUSTEE COMPANY LIMITED Mv. KINI & CO, ADVOCATES & SOLICITORS. KIM HOUSE, 6/39, ANGPURA 8 NEW DELHI = 310014 Tel: 491-41 24371038/1039/1080 Fax: 491.73 24379484 E-mails dalhi@mekini comINDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp Conticate No tneD_49207199450850. CCaniscatefssved Date 14-Aug-2019 10-10 AM Ascoun Relarence IMPACC (Ny 6775504 DELMY DL-DL Unique Doe. Feozence + SUBN-CLOL77Sxos97252560000547. archaea by RURAL ELECTRIFICATION CORPORATION LTO Desoipton of Docume 5 Aatiole § Ceneil Agreement Propet Desorpion Not Apalizabie Consieraten Price (8.1 ro ora) FustPany RURAL ELECTRIFICATION CORPORATION L70 Second Panty > Not Apo Stamp Dury Paid By 1 RURAL ELECTRIFICATION CORPORATION LTD ‘Stamp Duty Amouni(Rs,) 200 {oo Hundred ony) Please wiieor ype below is hee. Dee. . a bdr Rec a Coming Ws yet Sage Cnty eon ttt hy sy Ca 2 Tetwlacearnemey annetteyTHECATION DB: "hi Bond Tae Dees (year erat sto Bond Trust Deed ar“ ees fade a New Deh ts 2 dy of AURa STE, Pwo tend RAL aes Karat EasirRestion Comportion Limited. mpuy herpocned ane te bros of the Canganes Ace 186 sh Corporate lewy enter CN) UeotoroLaseseceoatss& Pan No anachasi2thvings repstoredace Sore £°5002€ Conon 7 Ln Rot Now Deh 12000 Ina feelers the Company” or issue” or "REE ch eapression sh eles eae yo ‘gran te coters ov vesning ara nce sucess ond gs) one ann AND SBICAP TRUSTE COMPANY LIMITED, a Company registered under the Companies Act, 1956 with CIN 65991 MHZCDSPLC1S8366, PAN No, AAJCSBLOS), having its Registered Ofice at 202, Maker Tower - 'E Cuffe Parade, Mumbai 400 005 and also having office at Apeejay House, 6th Hoor, West wing, 3, Dinshaw WAchlia road, Churchgate, umbai ~ 400 020, hereinalter called the “Trustee” of "Bond Trustee" or ‘SUICAP TRUSTEE” (which expression shall ualess excluded by or repugnant to the context or meaning thereof, include its successors and assige's) of the OTHER PART. WHEREAS: ‘The Company, pursuant to the authority granted by the CEDT Notification 61/2013 [Link], 178/37/2013- (ITA) dated August 08, 2029 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of tndia CCBDT Notification") and the resolutions of its Board of Birectors passed at its meeting held on August 08, 2013, and the approval ofits shareholders in terms ofthe resolution passed under Section 293(1}{4) of the Companies Act, 1956 at the extraordinary general meeting held on September 20, 2012 proposes the issue(s) of secured, tax free, redeemable, non-couvertible bonds in the nature of debentures hraving benefits under section 10((8){iv)(h) of the Income Tax Act, 1961, as amended Bonds”) during flnancia! year 2013-14 (both Public issue and Private Placement {issues hereinafter cailectively referred 9s the “Issue"), in accordance with the Securities and xchange Board of India (Issue end Listing of Debt Securities) Regulations, 2008, as amended from time to time, (SEBL Debt Regulations’), and subject to compliance with the Companies Act. 1956, 2s amended, o¢ any other applicable staturory and/or regulatory requirements, n this regard, on such terms and conditions a3 contained in the Issue Documents (hereinafter defined) coe Bled with Ug relevant stock exchange where the Bonds are propased to be listed, namely BSE ("Stock Exchange’), and with the Securities and Exchange Bosed! of India, (SEBI"), and with the Registrar of Companies, National Capital Territory of Delhi and Haryana (’RoC"), As per abovemensioned notification total ammount ¢o be collected through ublic issue and private placement collectively stall not exceed Rs. 5,000 crores. To secure this amount of RS. 5,000 crores for the benefits of investors the Company is ‘entering into this Bond Trust Deed.‘The Company agrees to submit the details required as per Schedule lof the SEBI Debt Regulations 10 the Stock Gxchange far purpose of listing the Debentures on its capital markets segment or any other segment as may be applicable and has obraiaed an in-principle approval fram the Stock Exchange, Cursuant to the SEB! Debt Regulations, the Company is required to appoint 3 Sond trustee for the benefit of the holders of the Bonds (“Bondholders”) and accordingly the Company has approached SBICAP Trustee to act as the bond trustee for the benefit of the Bondholders and, SBICAP Trustee Company Limited has agreed (0 act as the debenture trustee for the Bondivolders on the terms and conditions agreed upon and set out in the Bond Trustee Agreement dated Augusti4, 2023 and any other document that may be ‘entered between Truster and 'ssuer The Bond Trustee is regrstered with SEBI as debenture erustee under the Securities Exchange Board of india (Debenture Trustee) Regulations, 1993, ‘The detailed terms and conditions wn relation to the rights, duties and ‘obligations of the Bond Trustee, are further specifically sex out hereia This Bond Trust Deed is entered into in compliance with the provisions of Regulation 13 of SEBI (Debenture Trustee) Regulations, 1993, Section 1176 of the Companies Act, 1956, SEB! [Issue and Listing of Debt Securities) Regulation, 2008, SEBI Circular No. SEBI/IMD/BOND/1/2009/11/05 dated 11/05/2009 on simplified listing agreement for debt securities read with SEB! Cireutar No, SEBI/IMD/DOF-1/BONO/Cwr-5/2009 dated November 26, 2009 and SEBI Cireutar fo, SEBi/(MD/DOF-1/BOND/Cir-4/2010 dated January 7, 2010 as amended from time to time, and the Parties have agreed to enter Inco this Bond Trust Deed and the Company hereby agrees (a create Security in favour of che Bond Trustee for the benefit ofthe Goridhalders in the manner set out hereuader and furnish the requisite Information to the Stock Exchange, Bond Trustee and Bondholders. At the request oF the Company, SBICAP Trustee has agreed to act as the Bond ‘Trusize under under these presents for the benef of the Bondholder(s) / beneficial owner(s) of the Bonds on the terms and conditions agreed upon and hereinafter set out NOW THIS INDENTURE WITNESSETH AND IT IS KEREBY MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS UNDEI L 1 Definitions and interpretation Definitions Capitalised terme used in this Deed and not specifically defined in this ‘Agreemert shall have the respective meanings assigned to them in the Issue Document a “Draft Shelf Prospectus” shall mean the draft shelf prospectus dated August 16, 2013 filed with BSE for public comments and with SEBI: a 8) SBICAP TRUSTEE COMPANY LIMITED“Issue Documents” includes the Draft Shelf Prospectus, Shelf Prospectus and Tranche Prospectustes). Information Memorandum and includes any amendments, addendum thereto 2nd corrigendum thereto and steludes any other document(s) executed an foture ro issue bonds under public placement or any other such document(s) ducing the financial year 2013-14 in terms of CBDT Nowfication. “taformacion Memorandum” information memorandum/ Disclosure Document to be issued for private placement of Bonds and includes any other document executed in future ta Issue bonds under private placement “RoC” shall moan the Registrar of Conspanies, [Link] of Delhi & Haryana "Security" The ondis issued by the Company will be secured by way of first / pari passu charge on the book debts of the Company, ocher than. those that are exclusively charged/earmerked to any other teustee/lender(s} of the Company, as may be agresd berween the Company and the Trustee, pursuant co the terms of this Bond Trust Deed with a minimum security cover of one time of the agaregate face value of Bonds outstanding at all times. “Security Documents” shall mean callectively, all documents entered nro or executed by the Issuer far creating and perfecting the Security luding: (the Bond Trust Deed; (i) Any Filing with Ministry of Company Affairs (MCAT) made by a Girector/company stererary/authorised person of the Issuer ‘evidencing ¢reation of sevrily for the said Bonds: 10 objection certificates received from certain other Tenders [debenture trustee(s) oF other lenders who will rank par! passu ‘with the Bond holdees: aod Giv)__any other document designated as such by the Lead Managers/ Bond Trustee. “Shelf Prospectus” means Shelf Prospectus dated Avzust26, 20%3 fled with Registear of Companies, NCT of Delhi and Haryens, SEBI and BSE. “rranche Prospectus(es)” shall mean the tranche prospectus containing che details of Bonds including interest, other terms and conditions, recent developments, general information, objects, procedure for application, statement of tax benefits, regulatory and statutory disclosures and material contracts and documents for inspection of the celevant Tranche Issue. SICAP TRUSTEE COMPANY LIMITEDaz 13 1a 1s 16 ay "Emancial Covenants and Conditions” means the covenancs and conditions. ‘on the part of the Company 10 be observed and pectormad as set out in the ‘Second Schedule hereunder written and as le same may from time to thne, be ‘modified in accordance with these presents (2) "NSDL" means National Securities Depository Limited & “CSL” ‘means Central Depository Securities (India) Limited, {2a] “Bonds” shall mean bonds issued under Issue Documents (2) “Bondholders” means holders) of Bonds* either under private placement o public issue as We case may be for the Lime being and ‘who have been entered in the Register of Bondhelder(s) (0) however with the respect to Event of Default or enforement of security of Bondholders under private placement bondioiders shail be Bondholder under private placement and (ii) for Event of Default or enforcement of security of Bondholders under public issue Bondholders only under public issue shall be taken into account (0) "Beneficial Owner(s)" means the persons/bodies, who are, far the time being, owners of the Bonds, holding Bonds ia Clectconie (Demarerialised) Form, whose names appear ia the List of Beneficial Owner(s) given/held by the Depository viz, NSOL. ar COSL as the case may be, “AcY” means the Companies Act, 1956. "Repay" shall include “Redemption” and vice verse and repaid, repayable, repayment. redeemed, redeemable and redemption shall be construed accordingly “Bneumbrance” shall mean any (a) mortgage, pledge, lien, charge, Ihypathecatian, right of set-off or counterclaim, security interest or other cencumerance, secucty etter oF of any kind, (b} purchase oF option egreement ‘or arrangemeat, (c) subordination agreements or acrangoment. and (dl) agreements to-crente or effect any ofthe foregoing, inancial Indebednes shall mean any indebtedness for or in respect of: fa] monies borrowed or debit balances at banks and other Hnancial Institutions; or {b) any Bond, note, loan or other instruments of debs; or ()__any acceptance or documentary cred oF (receivables gold or discounted (otherwise than on a aon recourse basis): or {e) the acouisition cost of any asset to the extent payable before or after the cime of acquisition or possession by that party liable where the advance or defereed payment is arranged primarily as a method ofraising finance or financing the acquisition of that asset: or (any tease entered into primanly 25 a method of raising Bnance or financing the acquisition of the asset leased except as per the policy ‘approved by the Board of Directors from time to time: or (g) any currency swap or interest swap, cap or other arrangement oF any other derivative instrument except as per the policy approved by the Board from time to time; or (h) aay amount raised under any other transaction having the commercial effect of 4 borrowing or raising of money except as per the pol approved ty the Board from time to time; oF () any guarantee, indemnity or simitar assurance against financial loss of any person except as per the policy approved by tite Board from time to time. 4.8 “Receiver” shall mean a receiver appointed in respect of che Security 19 Interpretation (2) Capitalised terms used in this Bond Teust Deed and aot specifically defined herein shall have the respective meanings assigned to them in the Issue Documents, (0) latins Bond Trust Deed, unless the context otherwise requiras: 3. words denoting the singular shall Include the plural and vi vorsa 2 words denoting a person shall include an individua’ corporation, compauy. partnership, ust oF other entity: 3, heading and bold type face are only for convenience and shall be ignored for the purposes of interpretation; 4. eefereaces to the word “include” or “including” shall be construed without limitation; S. words denoting one particular gender shall include all other genders, 6. references to this Boad Trust Deed or to any other agreement, deed or other instrumest shall be construed as a reference to such agreement, deed, of other instrument as the same may from time to time be amended, varied, supplemented or noted or any replacement or novatlon thereof: 'SBICAP TRUSTEE COMPAR LIMITEDa1 32 7. references to any yaety to this Bond Trast Deed or any other agreement or deed or other insteument shall include its successors or permitted assigns 8. arelerence to an article. clause, section, paragraph or schedule is, uniess indicated to the contrary, a reference to an article, clause. section, paragraph or schedule of this Deed: 2 unless otherwise defined the reference to the word days’ shall mean calendar days: 10. any contradiction between the capitalised terms in nis Agreement and that in the Issue Documents, the meanings ‘ascribed in the Issue Documents will prevail 11, reference co any other statute oF stetutary provision shall be construed as a reference to the same as I¢ may have been, or may from Lime to time be amended, modified or re-enacted; (6) The Parties acknowledge and agree that the Annexures and Schedules ‘attached hereto form an integral part ofthis Deed. Details of Authorised, Issued, Subscribed and Paid Up Capital of The Company as on July 30, 2013, (in Groves) Eo AUTHORISED: 1,200,000,000 Equity Shares 1,200.00, ISSUED, SUBSCRUBED AND PAID UP: (987,459,000 Equity Shares 987.46 Security: ‘One of the terms of the issue of the Bonds is that the Bonds issued by the Company together with interest further interest by way of liquidated damages, coimmstenant fee/ front end fees, premium on prepayment or on redemption, remuneration of the Trustees and all cosrs, chacges. expenses and other ‘monies payable by che Company in respect of the Bonds will be secured by way of frst / pari passu charge on che book debts of the Company, other than those that are exclusively charged/earmarkest to any trustee/lender(s) of the Company, and/or any other security as may be agreed between the Company and the Trustee, pursuant to the terms of this Bond Trust Deed with ‘minimum security cover of one time of the aggregate face value of Bonds ‘outstanding arall times. ‘The Company ig inter alla well and sufficiently enticied to all existing and future standard business receivables of the Company comprising of the Security for the Issue of Bonds to secure the irrevocable and unconditional SBICAP TRUSTEE COMPANY LIMITED33 34 35 36 discharge and performance in full of the obligations of the Issuer secured under the Bond Trust Deed as provided below in deta (pati passu charge on the book debts of the Company, ether than those Yat are exclusively charged/earmarked to any tustee/lender(s) of the Company, and/or any other security as may be agreed between the Company and the Trustee, pursuant Co the terms of this Bond Trust ved with a minimum security caver of one time of the aggregate face value of Bonds outstanding at all times. ‘This Trust Deed shall be applicable upto entire amount Rs. $000 crores allowed (a be raised under CRDT Notification, raised under private ‘placement or public issue of Bonds under Issue Documents as the case ‘may be, as per the said CRDT Notification dated 08/08/2013. Jn case of public issue, the Security as specified above shall be created before the Issue Proceeds are transferzed to the Issuer's account in connection with collection of the application menies for the Bonds and in any case before allotment of the Bonds, ‘The Company covenants and undertakes that it will ensure due execution of security documents and creation of Security in terms of the Shelf Prospectus/Tranche Prospectus (e3)/{nformation Memoranditm, The company urther cavenants far fling of charges in accordance ta the regulations. However. the charge shall be reviewed / modified / amended with consent of the Bond Trustee considering the amounts outstanding against such Bonds {ssued from time to time during the nancial year 2013-18 ‘The Company shall execute and clo such further acts, deeds and things and other instruments, as niay be required from time to time for(i} the purpases of creation, modification and enforcement of the Security and (il) perfecting the Security and effectively realising the amounts secured under the Bonds. Declaration of Trust by Trustee ‘The Teustee hereby declares and confirms that it has simultaneously with the execution of this Bond Trust Deed, settled and kept apart a sum of R's. 1,000/- being initial corpus (herein after referred as “Initial Contribution’) of Trust created in terms of this Oeed to have and hold together sith all additions oF accretions thereto including. the investment represented the same subi terms ofthis Deed. ‘Troscee declare that in relation to Bondholder{s), it shall, as the case may be hota: (Initial Contribution; (i) Security it) AN oF its rights under oF pursuant to thls Deed and all sums received by it under this Deed (save for money an its accounts}: Page [7 'SMICAP-TRUSTEE COMPANY LIMETEDGv) All monies cecetved by i& our of whether priar to oF as a result of enforcement of security Transaction Documents oF the exercise of fights and remedies under the provisions of the Transaction Documents Upon trust and for the Benefit of the Bondholders subject to powers ‘and provisions contained and concerning the same for due payment and discharge af amount outstanding, 4, Issue Terms and conditions: 4.1 Common Terms: ‘COMMON TERMS FOR THE BONDS ISSUED VIDE PUBLIC ISSUE ; ural Electrification Corporation Limited. Issue of Bonds Public Issue by Rural Electrification Corporation Limited (CREC* oF “Issuer” ar the "Company”) of Tax Free Secured] Redeemable Non Convertible Bonds of Face Value of ¢ 1,000] gach in the nature of debentures having tax benefits under Section 10 {15)(iv){h) of the Income Tax Act, 1961, a5 amended ("Bonds") for an amount aggregating upto the Shell Limic* (2 5.000 crores) by way of Issuance of Bonds ia one or| more tranches in the Fiscal 2014 (cach a “Tranche (ssue", and| ‘together all Tranche Issues upto the Shelf Limis,"Issue’), “This Tranche ~ } Issue by the Issuer és oF Bonds for an amount of € 1000 crores wath an option to retain oversubscription upto © 2500 craves aggregating upto € 3500 crores, This Tranche i being offered by way of this Prospectus Tranche 1, whieh aueacennititscgmien’pderofeTion [ICAP TRUSTEE COMPANY LIBTED SureThe Company wt Sean W ()of the Deptt terholl che Bonds in physical Rien wl lh be suenoudanrtly in demateried oor eS Svea chien Oe Ia il bi cs Auplicamts ore acura (8 winder op io Piney and/or rep tee sernaertaitest forms a8 ast rr thon QR: Hiner, dm ferme of ‘ofthe Fetes whe wath vr. eracng st Eats Sprsitic-Lerms Cor Public tase Creached Cee rer ory Coupon rate (4) aot [pe Aonualised — yield aay Sees ond ir Coupon rate Lips Annealed Frequency Ierest peyroene ina | Appticaton so Jamutipies of 10 years Farm th Deemed Wate. of | Redemption [Reparment of the Amount (t/Bend) face valve slong ‘with aoy tnterest that ray have acerved my the Reddempuos foie Pe a Tranche | Series 2 (enna ed coupon rate from the Deeined ste of | Deemed Oate of Repayment of the | Reoaymeet of the face ature along | face water along with any incereat | with my baterest that aay eve [that may hae accrued oat omne | acerwes atthe Redemption tate | Redemption Date el \ SUC THESTHIPEAAR AN LARTERur Compas aN GIGS a ls Toh 1 SSI 5/ SS TB ag She Seaway Par aaa well anche 1 Say Ser 18 peg a ted al soee afi tecete an eae wt nes eit A nguronf(O6' et fearon te ht ret arent terse ST ia Dave te 1 ae Bnei EER La A Dees po er tree te bree otal ogre Tonle Se ee ar Fhe Mae area rad by Moo Neth ud Mtl ie des ee ee Ia the Peeler Hache ilies Noe ode tobe Boer tr aoe anche 4 See 18, onc yt 28 ond Tranche c flv Bar trl agains Ponce 3 Sees 12, tps 1 spe 2 on france 1 Loe Mae our enn Dore Sena envy Sp 28 ad Sip ie leaid ina bergen d Men Heh Oe at a fgnds fal aie agche {Snes 1, rane | Sees 8 on Trane 1 See Band lod ele och Se 1, one Sees an Tr Sees Sane eta ce fere ha ee ata eon Gacy Oona ony Record Otto aie gern hl oe Bon waar “an ay Reid Oe te glet A abwcs,ertret al he Sra ah gen 2h ont Tne eae A yeaa tee at is MP at el ee ae as LETHE PIN Se SU RAS eat AYR hace | re £ depoclutr anen eet, oeLSea zoe ae rah nf oe acer Ten {erg 1, rms 28 and Dah Si SM eee aie edhe Se a of Wa 2 fa tre ler id ona i dt sa af Be cacsTal is tid ML Sa Re massac eae soe ment Issuer Rural Electrification Corporation Limited (REC"/ the "Company" the “Issuer”] Issue Size 100 crore Option to retain | Upro Rs 1250 crave oversubscription Issuer's ‘There are three independent Bond Series under the current issue preference for | ie. Series 3-A with 10 year maturity and Series 3-B with 15 year Bond Series maturity and 3-C with 20. year maturity. In case of oversubscription, the Issuer shall prefer to allocate maximum number of Bonds aut of issue size taken together with option to retain oversubscription, under Bond Series 3-A with 10 year maturity; and followed by Bond Series 3-8 with 15 year maturity and 3-C with 20 year maturity. However, the Issuer shall retain ‘he option to assign preference to each Bond Series at its sole and absolure discretion upon receipt of Letters of Commitment From the bidders, Objects of the | The Issue is for augmenting the medium to long-term rupee Issue resources of REC for the purpose of carrying out its functions authorised under the object clause of the Memorandum of Association of REC. The funds raised by way of the issue will be utilized for various operations of REC, Details of the | The funds raised through this private placement are not meant totilization of the | for any specific project as such and therefore the proceeds of this, rae 1s tnt & sumac mzcrijcarion cnfiiaion scan TAUSTEE COMPANY LIMTED SeoProceeds "| issue shall be vilized for the regular business actwaties of REC ‘Therefore, the management shall ensure that the funds rassed via ‘his private placement shall be utilized only towards satisfactory fulfiliment of che Objects of the Issue Instrument ‘Vax Free Secured Redeemable Non-Convertible Bonds in the nature af Debentures having tax benefits under section 10 (15) {iv} (hy of The Income Tax Act, 1961, as amended ("Bonds") Issuance Mode In demac mece onl ‘Trading Mode In demat made ont Credit Rating “ARA/Stable” by CRISIL Led, “IND AA” by India Ratings “CARE AAA” by CARE, "(ICRA AAT by ICRA Lid Seniority Senior and Unsubordinated - Mode of issue | Private Placement through book building route Security The Bonds shall be secured by way of first pari passu change on the book debts of the Issuer, as may be agreed between the Issuer and the Trustees, pursuant to the cerms of Debenture/ Bond ‘Trost Deed cum Deed of Hypothecation ("Deed of Hypothecation’) with 2 minimum security caver of ane time of the aggregate face value amount of Bonds outstanding ata times, ‘The Issuer undertakes that it shall obtsin permission, consent from the earlier ereditor(s) lo create pari-passu_ charge and execute the necessary documents for creation of the charge, Including the Deed of Hypothecation, within time frame prescribed in the relevant regulations/ act/ rules etc and submit with BSE within five working days of execution of the same for uploading on its website, The creation of such security shall be sufficient compliance of the Issuer's obligation to create securit Security Name] 8.01% REC2023— | 8.46% RECZO78 837% REC2033 Face Value 40 lakhs per ___|}0bPKispecBond | 10 aki per Bond Bond Premiumon | To be decided |To be decided through | To bo decided issue through book | book building route through book loullding roue ‘building route Discounton | Nil Nil Nil Issue Price To be decided |To be decided rough [To be decided through book | bagk building route (Face | through book building oute | Value + Premvain on issue) | building route (Face Vale + (Face Value + Premives on issve) Premium — on Sssue) Premium) Ni fil Nil Discount on redemption Redempeion | Atpar (10 lakhs) | Atpar (10 lakhs) per Bond [At par (10 — Page 16 Rind y Qe RURAL ELECTRIFICATION contonahion SBICAP TRUSTEE COMPANY LIMITED LiMiTED‘amount PerBond Taha) per | Bond Minimem | E0Gondsandin TSO Ronde and'n muliples | 50 Bonds and Application | multiples of 1 Bond | of Bont thereafter | inmutiptes of tnereater Bond | therester Tenor TOVeareromuhe | 15 Years fromthe Deemed 120 Years fam Deemed Daweof | Dawa allorment the Deemed ‘owes Date of | ‘trent Turkce Rone None None Opten But Option Pree | Not applicable | Norappleai Worappiatie ur Option Date | Notapalcable | Notapplcable Not applicable Put Notation | Natapalcable | Not aplcabe Norapplicable Time Call Option Price | Retappicable | Norappicable Norsppicate Call pion Date_[Notapplentie [Wet applicae Novapplcsble Call Nouticouen | Rotappicable | Mor applicable Not applicable Time Redempilon) [Atpor atthe end of AR par whe end of IS PAR par w he Maroney 40 "¥ears from the Years trom the Deemed | end of 20 Years Deemed Dave of | Date of Allotment trom the Anorment Deeme!_ Date etalorment Redemption | On complewon of On completion of tenor [Or completion Date tenor from deemed | feom deemed dace of |of tenor fom fate ofataement | llanment deemed eae of Silemene Coupon Rate | 8019@pa Tapa a7 Step Up/ Step None None None Down Coupon Rate Coupon ‘oun ‘Annual fnnval Poymant requenc Coupon TAnnvally each year | Annvally each year ll] Anrvally il Payment Dates till mavurity of | maturity of Bonds Bonds maturity oF Bonds Coupon Type Fixed Fixed Fixed Coupon Reset Process: Kinchuding rates, spread, effective date, interest rate cap and oor ete) None None None Day Count Basis ‘Actual/ Actual Interest shall be computed on an “actual/acma basis”. Where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, Page [17 RURAL EL SICAP TRUSTEE COMPANY LIMITEDleteeestont Tterest at the respective Inwast yield (subject to deduction of Application ‘income tax under the provisions ofthe Income Tax Act, 1961, or any Money other statutory modification or re-enactment thereof, as applicable) ‘will be patd to the applicants on the applicauon money for the Bonds for the period starting from and including the date of realization of application money in issuer's Bank Account upto one day prior to the Deemed Date of Allotment Listiog Proposed on the Wholesele Debt Market (WDM) Segment of NSE and/or BSE Trustees ‘SBICap Trustee Company Ut. Depository National Securities Depository Limited and Central Depostory Services (india) umiced Registrars Karvy Computershare PVE Ltd Seutlement Payment of interest and repayment of principal shall be made by way of cheque(s}/ interest/ redemption warrant(s)/ demand draft(s}/ credit through direct credit NECS/ RTCS/ NEFT echanisr Business Day | ‘Business Day’ shail be a day on which commercial banks are open Conventica for business in the city of New Deths. If any coupon payment date and/or redemption date falls on 2 day which is not a business day, payinent of interest and/or principal amount shal) be made on she ‘next business day without liability for making payment af interest for the delayed period a _| Record Date __| 15 days priorto each eoupon payment date and redemption date Mode of OFC Bank Subscription Beneficiary Name Rural” Eiectrineation Corporation Ld. Bond Aecount Credit Account No, (00030350003615 ‘Centre( Location) New Delt Bank HOFC Bank Led. - 47¢ No. _ 00030350004616 Branch ‘Suryakiran Branch, KG Marg, Kow Deli ‘Account Type Currant IFSC Code, uoFco000003 Erigible ‘As delined in RFQ / Disclosure Document Investors _ ‘As defined in RFQ / Disclosure Document classes of| Investors _ Transaction | The Issuer has executed/ shail execute the documents including but Docunvens not Limited to the folloveing in connection with the Issue: 1 Letcer appointing Trustees to the Bondholders; 2 Rating Agreement with CRISIL Ltd; India Rating & Research Private Limited; Credit Analysis & Research Ltd; and ICRA Li 3. Tripartite Agreement between the Issuer; Registrar and NSDL forissue of Bands in dematerialized form: for issue of Bonds in demateriaized form: 5. Letter appointing Registrar and MoU entered into between the Issuer and the Registrr: 5 Application made 40 NSE/BSE for seeking its in-principle approval foc listing of Bonds; |E Tripartite Agreement between the Issuer, Registrar end CDSt. Page 118 Cy ‘SOICAP TRUSTEE COMPANY LIMITED7._Listing Agreement with NSE/BSE, Conditions The subscription from investors shall be accepted lor allocation and precedentto | allotment by the Issuer subject to the Fohowing: subscription of | 1. Rating letter(s) from CRISIL led.; India Rating & Research Bonds Private Limited: Crecit Analysis & Researct Ltd and ICRA Led, hot bemg more than one month old from the isswe opening date; 2 Letter from the Trustees conveying their consent to act 25, Trustees for the Bondlholder(s); 3. Application to NSE/BSE for seoking its in-principte approval {or listing of Bonds. Book Opening | 26th August’ 2013 (Frorn 10:00 a.m Date & Time Book Closing | 26th August 201 (upto 12:30 am) Date & Time Intimation of | 26th August 2013 (by 530 om) allocation to investors Issue Opening | 29tb August 2013 Date Issue Closing | 29th August 2013 Date" Pay-inDate* | 20th August’ 2013 Deemed Date of | 29th August” 2013 (Far the purpose of making payment of interest Ailotment * to the investors, However. the security will be credited te the respective demat account within 2 working days from the date of allotment. The date oCallotment shall be ascertained by REC). REC reserves i sole & obsoluce right to madly (pru 20 / postpone) dhe Teiue Opening / Grosing/ payin doee(s) without giving any reasons or prior notice ta suc 2 case, Investors / Arrongers sholl be intimaced alioue the revised time schedule by REC. REC ols reserves Che ‘git C0 cep onuliple Deemed Date(s} of Aliotment ct its sole & absoiute dlcretion snithouk ‘ony note. For the avoidance of doubts itis claried that Bonds shall be reac. wich in consonance with their respective documents ‘e. Shelf Prospectus/Tranche Prospecws/laformation Memorandum or any other document under which they are issued, asthe case may be, For other terms and conditions of the Bonds issued under private placement refer to Information Memorandum, 4.2 The Company has appointed Karvy Computershare Private Limited , Plot No, 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad ~ $00 081, Toll Free No-1- B00-3454002; Tel: +9% 40 4465 5000; Facsimile: #91 40 2343 1551 No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad - 00081 (Tel Ne, 91-49-44655000; Fax No, 91-40-44635026; E-mail [Link]) as Registrars & Transfer Agent for the present bond issue. The Company has made necessary depositary arrangements with National Securities Bepositery Led. (NSDL) and Central Depository Services (India) Ltd, {CDSL} for issue and holding of Bonds in dematerialised form. In this context the Company has signed two tripartite agreements as under: AP TRUSTEE COMPANY LIMITED0 ae (06) + Tepartite Agreement dated October 16, 2007 berween COSL, the Company and the Registrar for offering depositary option co the Investors, + ‘Tripartite Agreement dated November 15, 2007 between NSDL. the Comgany and the Registrar for offering depositary option to the investors. 2} The Company shall utilise the Issue proceeds aly upon creation of Security as stated In the Issue Documents and ater permission o¢ consent far creation of security pursuzn co tre erms contained! herein, AMOUNT OF BONDS AND COVENANT TO PAY PRINCIPAL AND INTEREST ‘The Company covenants with the Trustees chat ct shall pay to the Bondholder(s}/Beneficral Owner(s) the principal amount of the Bonds on the ates) mentioned in zhe Financial Covenant anid Condition No, (il) and shall alsa pay interest (inclusive of compound interest where applicable) on the Bonds in accordance with the Financiak Covenant and Condition Noi) and as per the relevaot ‘Tranche Prospectus for 2 particular series of Bonds or Information Memorandum as the case may be. Provided that if so called upon by the Trustees, the Company shall make payments as aforesaid to orto the order of or for the account ofthe Trustees at Mumbai and such payment shall be deemed to be in satisfaction of the aforesaid protanto covenant of the Company to make such payments to the Bondholder(s} /Beneficia} Owner(s). FORM OF THE BONDS If the Bonds ave issued in Physical form the same shall be issued substantially in the form set out in the Third Schedule hereunder written aad shall be ‘endorsed with the Financial Covenants and Conditions set out in the Second. Schedule hereunder written, The Issuer undertakes that there shall be a ‘common form of transler for the Bonds held ip physical form and relevant provisions af the Companies Ac, 1956 and other applicable iaws shall be duly complied with in respect ofall ransfer of bonds and registration thereof. ‘The Bonds are issued in Dematerialised made re. Electronic (Dematerialised) Form by crediting respective Beneficiary (Demat) Account. The Company has made depositary arrangements with National Secunties Depository Limiced CCNSDL") and/or Central Depository Services (India) Limited (COSL) as the case may be, for issue of Bonds sn dematerialised form, The Geneficia Owner(s) will owe the Bonds in dematérialised form and deal with the same as pee the provisions of Depositories Act, 1996 and rules as notified by NSDL. and/or CDSL as che case may be fram time 10 time. Further, Bonds held in ddemateralised form shatl be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant Depositary Pacticipants of the transferor or transferee and any other applicable Taws and. rules notified in respect thereof, SBICAP TRUSTEE COMPANY UMITED.(i) The principal amount of the Bonds. {inclusive of compound interest where applicable) and atl other monies hereby secured shall, as between the Bondholder(s) / Beneficial Owner(s) of the Bonds, Inter se ranks pari passu ‘without any preference or priority whatsoever on account Of date oF issue OF allotment or otherwise, (li) The Financial Covenants and Conditions shall be binding on the Campany and the Bondhelder(s)/BeneNicial Owner(s) and all persens claiming by, through or onder it and shail ensure for the benefit of the Trustees and all persons claiming by, through or under them. The Trustees shall be entitled to enforce the obligations of the Company under or pursuant to the Financial Covenants ‘and Conditions as if the same were set out and contained in these presents which shall be read and construed 2s one document 7. TERMS OF HYPOTHECATION (4) For che consideration alpeesaid and as security for the rademption and payment of the principal amount of the Bonds, interest, Trustees remuneration, liquidated damages and sil other monies hereby secured or intended (ode hereby secured as follows: (the company doth lereby creates charge/Hypethecates in favour of Trustees charged as per Clause 3.2{i) hereof Le first / pari possu charge on the book debts of the Company, more particularly described in the First Schedule and all the right title, interest, claim and demand (both present and future) whatsoever of the Company unto and upon the same to the extent of Rs §,000 crores, other than those that are exclusively charged/earmarked to any crustee/lender(s) af the Company, with a minimum security cover of one Ume of the aggregate face value of Bonds outstanding at all times. ‘TO HAVE AND TO HOLD ail singular object the assets referred ro in above 7[A) (1) hereinabove unto and to the use of the Trustees ‘absolutely UPGN TRUST and subject to the powers and provisions herein contained and subject also to the provisions for redemption Rereinater mentioned: (8) ‘The Company shall within @ period of six months From the expiry of ies ‘every Gnancial year intimate in weiting/informn about the assers acquired by the company within 6 months from the date of aequiring ‘and in case if agser coverage ravio js not meeting with the stipolated catio chen company will create charge on assets/shares in favour of “Trustee and shail forthwith thereafter at its own expenses withoot any demand from the Trustees grant, convey, transfer, assure and assign nto the Trustees all such adsiticnal book debts and all land and, hereditaments which may hereafter be acquired by the Company, in respect of the properties UPON AND FOR THE TRUST and for Wie purpases in these pratents contained and will tcansfer and assign all plant, machinery. and for the purposes herein contained and all such Jand and, hereditaments, [Link] and when the same shail be acquired ‘ ne 2 mS f Qre2} sant ¥ RURAL ELECTRIGICATION CORFORATION SoIcAP TRUSTEE COMPANY LIMITED uy iby the Company become and be deemed to be part of the Security Tinted to the extent of maintaining a mininasm of 100% asset cover for the Bondholders POWER OF TRUSTEES TO PERMIT THE COMPANY TO DEAL WITH THE PROPERTIES SECURED At any tne after the event default the Secunty constituted hereunder becomes enforcesble the Trustees may at the cost and request of the Camnany, and ‘without any consent of the Bongholder(s}/ Beneficial Owmer(s) do or concur swith the Company ia doing all or any af the things which the Company might have done in respect of the Secority as if no sccurity hd been created and particularly but not by way of imitation ay sell, callin, collect convert lease, Purchase, substitute, exchange, surrender, develop, deal with or exercise any Fight In respect of ell or any of the Security on such terms and for such consideration as the Trustees may deem lit, provided chacalt properties of aay description and all net capital mocies arising from or receivable upan any such dealing as aforesaid and remaining after payment there fram of the costs and ‘expenses of and incidental to suck dealing shall become part of tie Security, and shall be paid or vested in or specificstiy charged in favour of the Trustees in such manneras Trusteos may eequire EVENTS OF DEFAULT AND REMEDIES Wone-or more ofthe everts specified herein (hereinafter called “the Event(s} of default") happen(s), the Trustee may, in their discrevon, and shall, upon reques: in writing of tne Bondholder(s}/ Beneficial Owner(s) of Bonds of an ammount representing nor less than three-fourth in value of the nominal ammount of che Bands far the vime being outstanding or by 2 Speciat Resotucion duly passed at the meeting of she Bondholdes(s)/ Beneficial Owner(s) convened in accordance with the provisions set out in the Fourth Schedule hereunder ‘written after giving a notice of 30 days en writing to the company to remedy che ‘breach or defauk and ifater expiry of such perlod the breach or default isstil unremedied, by a notice in writing to the Company dectare the principal of and all acerued interest on the Bonds and all premium, liquidated damages, fees, costs, charges. expenses and other amounts payable by the company on all the Bonds under the terms and conditions af the relative Bond Issue or user this Deed to be due and payable forthwith and the security created hereunder shall become enforceable and the Trusives shall have full righe to enforce Security ‘and shall have the Fatlowing rights (anything in these presents to the contrary ppotwithstanding) (A) EVENTS OF DEFAULT (Default shan have occurred in redemption of Bonds as and when the same shall have become due and payable and che same are not paid by the Company in terms of the Issue Documents; i) (2) Default shalt have committed by the Company in the payment ol any instalment of incerast on the vonds 2 RURAL: aatingpat Sod ie SOICAP TRUSTEE COMPANY CITED uMireDby) co) wi bi (wii and such default shalf have continued fora period of 30 days im case of che Bonds subscribed by the Bongholders; (b) Default shail have committed by the Compeny Ia the payment of any instalment of encecest on the Gonds and such default shall ave continued fora period of 30 days in case of the Bonds subscribed by the Bonalolders; Default shall have occurred in the performance of any ther covenants, conditions or agreements on the part of the Company under this Deed or any other deed between the ‘Company and the Bondholder(s)/Beneficial Owner(s) and/or the Trustees and such default shall have continued for a period ‘of 30 days alter notice in writing thereof has baen given to the Company by the Bondholder(s}/Beneficial Owner(s)/Trustees; Any indebrednzss of the Company for borrowed monies i indebgedness for and in respect of monies borrowed or raised (whether or not fer cash considerstion) by whatsoever means Gncluding acceprance. credits, deposits and leasing) becomes due prior to its stated matueity by reason of defaule of the terms thereof or any such indebteciness is not paid at its stated maturity unless agreed to otherwise between the Company and the concerned lender to the Company. Any information given by the Company in the Issue Documents, im the reports and other information furnished, and the ‘warranties given/deeined to Nave been given by it to the Bondholder(s}/Beneficial Owner(s) under the Issue is Found 2 be misleading or imcorrect in any material respect o¢ any warranty referred co hereinbefore s found wo be materially incorrect, Ithere is reasonable apprehension that tne Company is unable {0 pay its debts or proceedings for taking it lato liquidation, either voluntarily or compulsorily, may be or have been commenced in respeet thereat. If the Security offered to the Trustees / Bondholder(s) / Beneficial Owner(s) for the Bonds to the extent of security as provided First Schedule depreciates in value to such an extent that in the opinion of the Bondhalder(s) / Beneficial Owner(s) / ‘Trustees further security to the satisfaction of Bondttder(s) / Beneficial Owner(s) “Trustees should be given and on advising che Company to that effect such security has not been given to the Trustees to their satisfaction; 1, without the prior written approval of the Trustees or Bondholder(s}/ Beneficial Owner(s), the Security or any part RURAL ELECT UTED. ‘SUICAP TRUSTEE COMPANY LimITED.thereof are sold disposed off, charged. encumbered or alienated, (x) The Company shall have voluntarily oF involuntary become the subjectof proceedings under any Insolvency laws: (x) The Company has valuncarily or involuntarily dissolved, [si] Ifa petition for winding up of the Company shall rave been admitted or if an order of a Court a competent jurlsciction is made for che winding up of 2 company otherwise than in pursuance of a scheme of amalgamation or reconstruction previously approved in writisg by the Trustees and duly carrled ico effect {xil] The Company is unable or has admitted in writing ies inability {pay its debts asney mature: (aii) The Company has taken or suffered any action to be taken for las liquidation o* dissolution: (xiv) A receiver or a liquidator is appoimted or allowed to be appointed for all or any part of the undertaking of the company: (4x) [Link] attachment or restraint is levied on the Security oF any part thereof and/ or certificate proceedings are taken or commenced for recovery of any dues from the Company: (avi) Many extraordinary circumstances have accurred which make it Wprobable for the Company to fulfil its obligations under tmese presents; (svil] if the Company ceases or threatens te cease t0 carry on HS business or gives notice ofits intention to do so: (evil) IF in the opinion of the ‘Trustees the Security of the Bondholder(s)/Beneficial Owner(s}is in jeopaeay: [six} If the Company is declared as a sick undertaking under the provisions of the Sick Industrial Companies (Special Provisions) ‘Act, 1985 a if roference has been made to BIFR by a crediter under the said aer and the company has not resolved the complaint; (uss) In case of event of dofouk, the company shall take a consent in writing from ‘Trustee for maldng any alteration in the provisions of ils Memorandum and Articles of Associatlon, In a normal sltvation, that is when there is no event of defaul, the Company shall inform the Trustee from time (0 time about whether any alteration in the provisions of Memorandum and Articles of Association has been rade by the company and if Page at Cy SPICAP TRUSTEE COMPANY LIMITED. una eLeee@licaTionconPox Arion tren.10. ‘Trustee feels that any such amendment or alteration has been made is affecting the interest of Bond holders then Trustee has 2 right to ask the company to alter ic again as per the opinion of the Trustee (xxi) In ease the Company is unable t@ aay its debts within che meaning of section 434 of the Companies Act, 2956 or if the Company is carrying on its busmess at a foss which exceeds 25% of the net worth of che company and it appears to the Trustees that the further losses may be incucred bp the Company in its business and thereby any encanger the Security. Gvai) If the Company is not in position to maintain the minimum Asset coverage ratio mentioned in the Issue documents, ic. a (8) REMEDIES In any event of default or any event which, after the notice, or lapse of lime, or both, sould constitute an event of defaule has happened, che Coinpany shall, arthwith give notice thereof to the Bondholder(s)/ Beneficial Gwner(s}/Trustees, in writing, specifying the nature of such event of default or of such event. (C)_ All expenses incurred by the Bondholder(s)/Beneficial Owner(s)/ ‘Trustees after an event af default has cecurred in connection with: (preservation of the Security {whether then or thereafter existing): and (il) collection of amouncs due under this Deed, shall be payable by the Company. ‘TRUST OF SECURITY ‘The Security shall be and remain security to the Teustees for the dve repayment of the principal amount of the Bonds, interest, Trustees’ remuneration and all other monies payable under the Bonds, Issue Documents and these presents intended to be hereby secured and the Trustees shall permit the company, until the happening of one oF more of the Events of default, upon the happoming of which, the securlty hereby constiuted shall become enforceable 28 herein provided, to hold and enjoy the Security and to carry on therein and therewith the business authorised by the Memorandum of Assoziation of the Company and upon the hagpetting of any such event the Trustees may (but subject co the provsions as applicable) in their diseretion, and shall, upon request in writing ofthe aweners of Bonds, enter upon ar take possession of and/or receive the rents. profits and income of the Securit any of them ac any part thereof and subject to and with the rights conferred on them by Clause 5 hereof may at their discretion and shall upon request of the Bondholder(s}/Benefcial Owner(s) 3s mentioned above sell call ia, collect and convert into monies the same or any part thereof with fll power to sll any of Logs Oe a 25 [SBICAP TRUSTEE COMPANY LIMITEDa. ‘he Security after complying with necessary Jaws. either by public auction or private contract and either for a hump sum or a sum payabie by instalments or for a sum on account and 2 charge for the balance and with full power upon every such sale to make aay special or other stipulations as to title or evidence or commencement of title or as ¢0 the removal of any security which may be sold separately or otherwise as the Trustees shall chink propes and with full power Co buy in o rescind or vary any contract for sale of she Secuslty or any part thereof and to resell the same without being resgoasible for any loss ‘which may be occasioned thereby and with full power to compromise and effect compositions and for the purposes aforesaid or any of them co execute ‘and do all such acts, assueances and things 2s they shall think ft PROVIDED, ALWAYS that, alter Event of Default, before making any sale, calling collection or conversion under the aforesaid power In that behalf (hereinafter referred to as the “Power of Sale"), the Trustees shall give written notice of their ingention to the Company. But the Trustees shall not be bound co give any such notice in any case where they shall certify, either belore or after any sale, calling in, collection or conversion, that in their opinion further delay would imperil the interests of the Bondholder(s}/Beneficial Owner(s), or in any case ‘where an order or resolution for che winding up of the Company as mentioned. in Clause 9(st) hereof shall have been mace or passed. The Trustees shall not exercise the Power of Sale ifn the case of such power arising by reason of any default in payment of any monies due in respect ofthe priacipal er interest, the Company shall prove to the Trustees the payment of monies so io arrears ‘within three months next after the notice fas been given or if in the case of such power arising by reason of aay provision as herein stated the Company Shall, within 7 (seven} days of the receipe of 2 notice, remove, discharge or pay ‘out any distress, execution or process or fully perform the covenants, conditions oy grovisians breached, if capable of being performed, or make good the breach thereof, or pay adequate compensation for such breach to the satisfaction of the Trustees and any compensation so paid to the Trustees shall bbe deemed to be parc of the Security. All the powers and provisions contained in or implied by these preseats shall, notwithstanding anything contained herein or avising by virtue thereof or excapt ia consultation with te Trustees, be subject and pari aassu (0 those of the existing chacges referred to hereinabove (hereinafter referred to as "the existing charges”) and the same shall not be exercised or enforced by the ‘Trustees hereundor so as to in anyway prejudice the rights and interests of the existing charges under their existing securities and except with the prior approval and consent ofthe existing charges. ‘TRUST OF PROCEEDS OF SALE / REALISATION OUT OF THE SECURITY ‘The Trustees shall hold UPON TRUST the monies, received by them or the Receiver in respect of the Security or any part thereof arising out of = (2) anysale, calling in, collection or conversion under the Power of Sale: (0) incomes (0 polity or policies of insurance; [SHICAP TRUSTEE COMPANY LMMITED12, (2) compensation money in cespect of any acquisition and requisivon or nationalisation or take-over of the management afthe Company; fe) anyother realisation whatsoever, and they shatl, sn che frst place, by and opt of the said monies rexaburse themseves and pay. retain or discharge aM the costs, charges and expenses incurred in or about the entry, appointment af Receiver, calling in, collection, conversion or the exercise of Ute powers and trusts under these preseats. including their, and the Receiver's remuneration as herein provided, andi shall apply the residue af the said. monies subject to the rights of the charge fralder as may be provided in a senarate arrangement te be entered into between them ‘and the Trustees: FIRSTLY in or towards payment te the Bondhokdler(s)/Beneficial Owner(s) of all arrears of interest including compound interest (which shall be deemed to acerue due from day to day) remaining unpaid on the Bonds owned by them: SECONDLY in or towards payment to the Bondhalder{s}/Beneficial Owner(s) ofall principal amounts owing on the Bonds owned by ther and whether the said principal amounts shall or shall not then be due and payable; THIRDLY io or towards payment of the surplus (if any) of such montes to the person or persons entitled thereto: Provided that, f the Trustees are of the opinion that it is expedient to do 50, payments may be made on account of principal before the whole of part of the Interest due on the Bonds has been paid off, but such alteration in the order of payment of principal and interest herein prescribed shall not prejudice the right of the Bondhelder(s} / Beneficial Oumer(s) to receive the full amount co which vey would lrave been entitled ifthe ordinary order of payment had beet obseeved or any Less amount which sum ultimately realised froin the security may be sulliciont to pay. POWER TO ACCUMULATE PROCEEDS OF SALE If, the amount ofthe monies at any time apporionable under Clause 8 hereof shall be less than 10% of the nominal amowat ef the Bonds then outstanding, the Trustees may, at their discretion, invest such monies in any one of the investments hecein authorised with povrer from time to tiene at the ike discretion to vory such investments and such investments with the cesuling income thereof may be accumulates until the accumelatians together with any other fand forthe me being under the conteot ofthe Trustees and available for the purpose shall amount to a sum sufficient to pay ten per cent of the Bonds 3s shall be outstanding and the accumlations and funds shall be applied in the manner aforesaid. Provided that the Trustees shalt not be Hable for any loss which may be occasioned by any investment or variation thereof made by ‘them parsuant to this Clause. ¥ SICA? TRUSTEE COMPANY LbitrED.1B. 4 45 16. ve. NOTICE BEFORE PAYMENT ‘The Trustees shall give not less chan 14 days notice to the holder(s}/avmeris) of the Bonds under Clauses 8 and 9 hereof and after che day so fixed the ‘owner(s)/holder(s) of each outstanding Bond shal be entitled (subject to the provision in Clause 8 hereon to interest on the balance only (if any) of the ‘principal moneys due on such Bonds held by them after deducting. che amount (ifany) payable in respect ofthe principal thereof on the day so fixed MEMORANDUM OF PART SATISFACTION Upon any payment under Clause 8 or Clause 9 above, nat amounting to complete payment of al principal amounts and interest due thereon, the Sands ‘in respect of which payment is made shall be produced fo the Trustees who shall cause a Memorandum of the amount and date of payment ta be endorsed thereon. The Trustees may, in their discretion, dispense with the producdon and endorsement of Bonds as aforesaid, ia any special case upon such indemmty as the Trustees may thiak St RECEIPT OF GONDHOLDER(S)/ BENEFICIAL OWNER(S) ‘The receipt of each owner /holier af rhe Bonds or if there be more than one ‘owner of any such Bonds, then the receipt of any one of such ewaers or of the survivors or survivor for the principal monies and interest payable in respect of each of such Bond shall be a goos discharge to the Tvustees. ‘TRUST OF BONDS NOT RECOGNISED ‘The Trustees shall not be affected by any notice express or implied ofthe right, ticle o¢ claim of aay person to such montes other than the Bondhoider(s)/ Beneficial Owners) ‘SURRENDBR OF BONDS FOR PAYMENT No action wal ordinarily be required on the part ofthe Bondholder atthe time ‘of redemption, 2nd tho Matucity Amount will be paid to those Sondbaiders svigse naines appear in the Register of Bondholders maintained by REC/Regiatrar on the Record Date fixed for the purpose of redemption. However, REC may cequire the Consolidated Bond Certiicate(s}. duly alischarged by the sole heldee oral che jointholders (signed on she reverse of the Consolidated Bond Certifcate(s}} to be surrendered for redemption on Maturity Date and sent by the Bondholders by registered post with ackaowledgmeat due or by hard delivery to the Registrar to the Issue or REC ‘orto Such persons at such addrenses a5 may be notified by REC from time to time. Bondholders may be cequested to surrender the Consolidated Bond Cemifcate(s) in the manner stated seve. not more than three months and not Jess than one month prior 10 the Mawrity Dare so as to facilitate timely payment Page 28 SBICAP TRUSTEE COMPANY LIMITED18. 18, 20. 2, [REPURCHASE AND REISSUE OF BONDS ©) Bonds which are in Electronic (Demateriatised) Form in chat event, the ‘same can be repurchased by the Company theaugh its Beneficiary Demat Account as per the norms prescribed by NSDL and CDSL. This right does not construe a call option. In the event of the Bond(s) being bought back. or redeemed before maturity ia any circumstance whatsoever, the Company shall be deemed (0 always have the right, subject (0 the provisions of Section 122 af the Act, 19 re-issue such Bonds either by re-tssuing the same Sond(s) or by issuing other Bonds in tneir place. (©) The Company may also, ¢ its discretion, at any time puchase Bond{s) at discount, at par or at premium in the open market. Such Bend{s) tmay, at the option of Company. be cancelled, held or resold at such price and on such terms and conditions as the Company may deem ft and as permitted by law. BONDS FREE FROM EQUITIES The Bonsholder(s)/Bensficial Owner(s) will be entitled to their Bonds free from equitles or cross claims by the Company against the original or any intermediate holders thereof, POWER OF THE TRUSTEES TO INVEST UNCLAIMED AMOUNT Upon occurrence of Event of Default. after provision for payment and satisfection of the Bonds is made by the deposit in a Bank as aforesaid, me ‘Trustees may invest the same in aay of the investments herein authorised. ‘TRUSTEES RIGHT TO CARRY ON BUSINESS. On the happening of any Event of Default and upon the security hereby constituted becoming enforceable and after the Trustees shall have sold, called in, collected or converted the Security under the Power of Sale as mentioned in Clause & & 9 hereinabove, the Trustees may, if they shall think ft so to do, but hot otltersvise, either themselves carry oft and manage the business of the Company in and with the Securlty or any of them or appoint a Receiver to carry ‘on and manage the samme and the Trustees or the Recelver may manage and (Consett business with dve dligence and efelency and in sevordaace with sound engineering technia, managerial and . _ fal fe * aK Geet : sunaLececaticarion cohi“onarion SBICAP TAUSTEE COMPAR MITED es@ ii) iv) o wi financial standards and business aractices with qualied and experienced management personnel: Utilise the monies received towards refinancing the existing debt and for general corporate purposes in accordance with the offer documents/ subscription agreement aad at the end of every financial year or any other dates In terms of offer documents/subscraption Agreement, as che case may be, furnieh {to the Trustees 3 statement showing the manner in which the ‘said monies have been utilised; ‘At the end of every financial year, or any other dates, as may be called upon by the Trustees. procure and fucaish to the Trustees a certficate from practicing Chartered Accountant in respect of the vilisation of funds raised by the issue of the Bonds for snd {to meet regular normal capital expenditure of the company till the coniplete utilisation of fends; Maintain and keep in proper order and in good condition the Security. In case the Company fails to keep in prayer order and in geod condition the Security or any part thereof, then, in such case, the Trustees may. but shall nat be Lound ¢0, maincain in proper order or repair or condition the Security or any part thereof and aay expense incurred by the Trustees and their costs and charges there foc shall be reimbursed by the Company; Insure and keep insured upto the replacement value thereof or fon such other basis as approved by the Trustees (including surveyor's and archives fees) He Securty against fire, thet, fightning, explosion, earthquake, strike, lock out. civil corwnotion, storm, (empest. flood, marine risk, erection risk, ‘war risk and other risk as may be specified by the Trustees and shall duly pay abl premia and other sums payable for that purpose. The Company sholl deliver to the Teustees an Auditors Ceniicate as and when requested by the Trustees certifying the adequacy Of Insurance coverage for the assets provided as security. In the event of failure on the part of the Company to insure the Secwity 9 to pay dhe insurance premium oF ozher ‘sums referred to above, the Trustees may but shall not be bound to get che Security insured or pay the insurance premium and other sums refecred to above which shall be ceimbursed by the company: Keep proper books of account as required by the Companies Act, 1984 and make true and proper entries therein of all dealings and transactions of and in relation to the Secucity and the business of the company and Keep the sala wooks of account and ail other books, registers and other documents relating to the affairs of the Company a{ its registered office or, where __ Permitted hy low, at ether place or places where ee books of rage 197. 'SBICAP TRUSTEE COMPANY LIMITED0) i) ( Account and «locuments ofa similar nature may be kept and the Company will ensure that all entries in the some relating to the Security and the business of the Company shall at reasonable {times be open for inspection of tie Trustees and such person or persons, as the Trustees shall, (rom time to tiene, writing for that purpose appoint Give to the Trustees oF to such person oF persons as aforesaid ‘such information as chey or any of them shall require as <0 all ‘mates relating to the business, property and affairs of the Company and at the tine of the issue thereof to the sharehiokders of the Company furnish to the Trustees three copies of every report. balance sheet, profit and loss account. lrcelars or notices, issued to the shareholders and the Trustees shall be entitled i they chink fit, from uime to time, to nominate @ fie of Chartered Accountants 10 examine the books of secount , documents and propesty of the Company or any part ‘thereol and to investigate the alfair's thereof and the Company shall allow any such accountant ar agent to make such examination and mvestigation and, shall furnish him vsith all such costs, charges and expenses of and incidental to such ‘exainiaation and investigation; Permit the Trustees and such person, as they shall from time to lume In writing for thar purpose appoint to enter into or upon and to view the state and condition of all the Security and pay all cravelling, hotel and other expenses of amy person whom the Trustees may depute for the purpose of such Inspection and if the Trustees shall, for any reason, decide thac it Is necessary to ‘employ an expert, to pay the fees and all travelling, hotel and ‘other expenses of such expert; Ponctually pay all veats, royalties. taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, ‘municipal or otherwise impased upon or payable by the Company as and when the same shall become payable and ‘when required by the Trustees produce the receipts af such payment and also punetually pay and discharge all debrs and ‘obligations and llabitiies which may have priority over the ‘security created and observe, perform and comply with all covenants and obligations which ought to be observed and performed by the company in respect of or any part of the Seconiy: Apply for and make its best endeavour to obtain renewal of the leases under which any of the leasehold land forming part of tne Security may, during the continuance of the security, be held as ‘and when the same may be due for renevval in accordance with the provisions thereof and duly vest In the Trustees as part of ‘the Security and in sucli manner as the Teustees may direct all such renewed leases:«) (ait) cain (9) ow) Fortinith give notice in writing te une Trustees of commencement of any proceedings directly affecting the Security: Duly cause these presents co be registered in all respects $0 a5 0 comply with the provisions of the Companies Act and also. couse the Trust deed to be registered In conformicy with the provisions of the Incign Registration Act, (908 or any other Art. orciinance or regulation of or relating wo any part of India, within which any portion of the Security Is or may be sluaced by which the registration of reeds is required and generally do ail other acts (if amy) necessary for the purpose of assuring the legal validity of these presents and in accordance with the Company's Memorandum and Articles of Association: Diligently preserve its corporate existence and status and all Fights, contracts, privileges, franchises and concessions agw held or hereafter acquired by i in the conduct of its business and that ic will comply with each and every one of the said franchises and concessions and all acts, roles. regulations, orders and directions of any legislative, executive, adiainistrative or judicial body applicable to the Security or any part theceof PROVIDED THAT the company may comtest in good faith the validity of any such acts, rules, regulations, ordecs and irections and pending the determination of such contest may postgone compliance therewith if the rights enforceable under the Gonds or the security of the Bonds is not thereby materially endangered or impaired. The Company will not do or voluntarily suffer or permit to be done any act or thing whereby {ts right co cransact its business might or could be terminated oF where by paymient of the principal of or interest on the Bonds ‘might or would be hindered or delayed. Pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and penalties, it and when the Company may be required to pay accordiag to the laws for the time being in force in the Seate in which its Security is situated fr otherwise, and in the evene of the Company failing vo pay such stamp duty, other ducies, taxes and penalties as aforesaid, the Trustees will be at liberty (but shail not 62 bound) to pay the same and the Company shall reimburse the same to the Trustees on demand. Reimmburse all sums paid or expenses incurred by the trustees for any receiver, atiorney, manager, agent or other person appointed by the unustees for all or any of the purposes ‘mentioned in these presents immediately on recerpt af a notice ‘of demand front chem in this behalf. AN such sums shall carry interest at che rate of three percentage points above the Prime Lending Rate of the Trustees as from che date when, the same Page 39 wi SSOICAP-TRUSTEE COMPANY LIMITEDCovi) Promptly inform the Trustees ist has notice of any apoli shall have Deen advanced. paid or become gayatile or due and as regards Vabilines, the Company will, on demand. pay and satisfy or obiain the releases of such gersons from such hiabifines and vf any si payable under this chause shall be paid by the Trustees ihe Company shall, forthwith on demand, relmowse the same to the trustees. Until payment of reimbursement of all such sums, the samme shall be a charge ‘upon the hypothecate Security im priority to the charge securing the Bonds, Tor winding up having been made or any Staturory notice of ‘winding up tinder the Companies Act or otherwise of any suit ar ‘other legal process Intended ta be filed or initlated against the Company and affecting the ttle to the Companys properties or {a receiver 1s appointed of any of its praperties er business oF undertaking, (svil)_ Promptly inform the Trustees of the happening of any labour strikes, lockouts, shut-dewns, fires or any event likely to have a substantial effect on the Company's profits or business and of any material changes in the rate of production or sales of the rompany with an explanatioa of the reasons therefore, {Gevili), Promptly inform the Trustees af aay loss ar damage which the Company may suffer due (o any force mojeure circumstances o¢ act of God, such as earchquake, Rood, tempest or typhioon, etc, _ageinst wich the company may not have insured its properties, (xix) promptly inform the Bond Trustee before declaring or (x) distributing dividend in case of event of default: promptly inform che Bond Trustee of any major change in the composition of ils Boacd of Directors, which may amount Co change in control as defined jn SEB! (Substantial Acquisition of Shares ang Takeovers) Regulations, 987. (xi) forward 2 quarcerly or as per SEB! Regulations a report to the Bond Trustee containing iter alia the Following particulars: (1) Upetated fist of the names and addresses of the Bond Holders: (2) detaits of interest due but unpaid and reasonsthereof, (3) the number and nature of grievances received from the Bond Bolilers and resolved by the Company: and (4) [Link] chac cte assets of the borly corporate shich are available by way of security are sufficient to discharge the claims of the Bond Holders a5 and when Page 140 \ RURAL ELECTR uM 0 : aE ea a an _sp1caP TAUSTERECOMPANTY LDAFTEDchey become due. (xii) Any ather informauon as may be reasonably requested by the Bond Trustee from ime ta time, Negative Covenants ‘The Company hereby covenants with the Trustees that Curing the continuance of the Bonds. without the prior wrieten approval of the Trustees. the Company shall 99% (b) __Seilor dispose ofthe Secunty of any part thereof; (Undertake any new project, diversification, modernisation ‘Ff substantial expansion of any project in case of event of default (2) Undertake or permit any merger, conselidation, reorganisation, scheme of arrangement or compromise with its creditors or sharenolsers oF effect any scheme of amalgamation or reconstruction, Special Covenants Se longas the financiatinstirotions hold the Bowls, he Company agrees and undertakes that: (a) Working resus ‘The Company shall furnisi. quarierly working results a5 ond when required to do so to the Trustees/Bond-holder(s)/ Beneficial Owner(s) (b) Udilsation of the proceeds (The Company shall furnish 10 the Trustees, a certificate from a practicing Chartered Accountant confirming unillsariow of the proceeds at the enid of every financial year or any other dates in cerns of the fssue Documents tl the complete uifisation of the funds. (i) The proceeds of the Bonds shall not be ulilised by the Company for the purpose of fingncing/ replenishing funds oF investinent in shares or Bonds {c) Execution of documents and creation of secunty ‘The Company shall execute all relevant documents and create ‘security for the Bonds in accordance with sive Documents. as the case may be, and furnish at undertaking to the aBondholder{s}/Beneficral Owner(s) and the Trustees to that effect. (@) informa the Trustees of any miajor change in the compesition of its Board of Directors. which may amouet to change in control as per SEG! (SAST} Regulations, 1997 and (2) Inform the Trustees of the mumber and nature of grievances received fram the Benelietal Ovener(s)/Bondholder(s) and resolved by the Company. in the quarterly statements E. _Debenture Redemption Reserve (The Company hereby agrees that it would create a Debenture Redemption Reserve (DRR) in accordance with the Companies ‘Act, 1956 and/or any guidelines issued by the Securities and Exchange Board of India (SEB'} as made applicable to it and it during the currency of these presents, any guidelines are formulated (or modified or revised) by the Central Government or any Government Agency or Corporation having authority lander the lave in cespect of ereation of Debenture Redemption Reserve, the Company shall abide by suc guidelines and execute all such supplemental letters. Agreements and deeds of modification as may be required by the Bondholderts)/ Beneficial Owner(s) or the Trustees. The Company shall submit to the Trustees a certificate duly certified by the Auditors certifying that the Company has transferred suitable sum to the Bond Revernptian Reserve at the end ofeach of rancial year ‘The Company hereby agrees and undertakes that, if during the currency of this presents, any further guidelines are formulated (or modified or revised) by the Central Government or any other authority in respect of creation of Debenture Redemption Reserve the Company shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of ‘modifications as may be required by the Bondholder(s)/ Beneficial Owner(s) oF the Trustees. 32, CLAIM FOR COMPENSATION MONIES In the event of a winding up of the Company and/or the entire undertaking of the Company or a moratorium being passed or in case the running of the business of the company or its management or control is taken away elther as part of any unemployment relief scheme or for any other reason whatsoever, or under the provisions af the Industries (Development and Regulation) Act, 1951 or under any other Act, the Trustees shall be entitled to receive the whole of the compensation to which the Company shall be entitled and to apply same ora sufficient portion thereaf in accordance with provisions set out in Cktuse 9 above and all monies secured hereunder shall become immediately payable ‘and the security created hereunder shall became enforceable.33 34, 36. 36. Ru PURCHASERS AND PERSONS DEALING WITH TRUSTEES NOT PUT ON ENQUIRY ‘No purchaser or any other person dealing with she Trustees o any Receiver appointed by them or their attorneys or agents shall be concerned Lo inquire whether the power exercised or purporved 1 be exercised has become exercisable or whether any money remains due on the securty of these presents or as%o the necessity or expediency af the stipyktions and ronditions Subject to which any sale shall rave been made or otherwise as to the propriety or regularity of any sale, calling in, colteccion ar canversion ar to see fo the application oFany inaney paid to tne Teustees or Recewver aud in the absence of ‘ala fides on the part of such purchaser, or any ether person such dealing stall ‘be deemed, so far as regards the saitty and protection of such person, to be within the powers hereby conferred and be valid and effectual accordingly and the remedy of the Company or its assigns in vespeet of any impropriety or irregularity whatsoever in the exercise of such power shall be in damages only. RECEIPT OF TRUSTEES 70 BE EFFECTUAL DISCHARGE Upon any such sale, ealling in collectian ar conversion as aforesaid and upon any other dealing or transaction unvler she provisions herzin contained the receipt of the Trustees for the purchase money of any of the Securlty sold and, for any other monies paid otherwise howsoever to them shall effectually discharge the purchaser or purchasers or person paying the same therefrom and from being concerned 10 see to the application or being snswerable for the loss or misapplication ar non application there. APPLICATION TO COURT ‘The Trustees may at any time afer the security hereby constirured becomes enforceable apply to the Court for an order thar the powers and trusts hereof be exercised and carried into execution under diroctions of the Court and for the appointment of a Receiver or Receivers anel Manager of Security or any of them and for any other order in relation to the execotion and administration of the powers and trusts hereof as the Trustees shall deem expedrent and they ray assent fo oF approve of any application to the Court made at ihe instance of any of the Bondholder(s)/Beneficial Owner(s) and shall be indemoified by ‘he Company against alb costs, charges and expenses acurred for or In relation to any such application or proceeding. LIMITATION OF LIABILITIES OF TRUSTEES In addition to the other powers conferred on the Trustees and provisions for theie protection aod aot hy way of Lmitation or derogation of anything in these presents contained nor of any stacute limiting the Kabjlity of the Trustees. (7S EXPRESSLY DECLARED as follows (i) The Trustees inay, in relation ro these presents, act on the opinion or advice of or ary information obtained from any solleltor, counsel, advocate, valuer, surveyor, broker, auctioneer, qualified accountant or Page 1336 wn wy) w URAL other expert whether obtained by the Company or by the Trustees or ‘otherwise and shall not be responsible for any loss occasioned by $0. acting. Any such advice. opinion or information an any communication passing between the Trustees and their representative or atvorney ora receiver appointed by them may be obtained or sent by leter, telegram, cablegrare, telex or telephunic massage and the Trustees, their cepresentative or attorney or the receiver shall not be liable for acting on any advice, opinion or information purporting to be conveyed by any such letter, telegram, cablegram, telex or telephome message although the sarme shall contain some error oF shall nor be wothentie: “The Trustees shall be at hberty to accept a certificate signed by any one Of che directors/Company Secretary af the Company 5 t9 any act o¢ matter Prime facie within the knowledge of he company is sufficient evidence Unereof an a like certificate that aay asset is in che opinian of he director so certifying warth a particular sum or sultable for the company’s purpose or business as sufficient evidence that itis worth that sum o so suitable and a like certificate to the effect that any particular dealing or transaction or step of thing is in the opinion of the direclor so certifying expedient as sufficient evidence unat it is expedient and the trustees shall not be bound in any such case to call for further evidence or be responsible fer ary loss that may he ‘occasioned by their filing to do 50; ‘The Trustees may accept, without inspection, Inquiry oF requisition, such title as the Company may have to the Security and shall not be bound ar concerned! ¢ examine or inquire into or be lisble for any defect in or any insufficiency of these presents or in or of the title to the Security or any part thereof or the description thereof in the First Schedule hereunder written or anything relating thereto and they shal) not be in anyway be liable for accepting such ttle as the Company has to the Security notwithscanding any defects which may exist therein and ebjection which can be sade thereto and the Trustees stall not ve in anywise concerned to see that any title deeds that may be handed over to the Trustees consnnuce the entirety ofthe ttle deeds relating to the Security nar shall they be responsible for any loss or damage occasioned by the fact that all the title deeds were not handed over {0 the Trusiees or are not in the possession of and held by the Trustees: Subject tothe provisions of section 119 of the Companies Act, 1956, the ‘Testes shall apt be responsible for the consequences of any mistake, ‘oversight ar error of judgemenc or forgetolness or want of prudence fon their part or on the part of any attorney, receiver, agent or other person appointed by them and shall noc be responsible for any misconduct on the agent or other person appointed by them or be bound to supervise the praceedings of any suck appointee: ‘The Trustees shall not be bound to give notice to ony person of the execution hereof or to sev to the performance oF observance of any of the obligations hereby imposed on the Company or in any way to Page #4 SDICAP TRUSTEE COMPANY LINsTTED 4